Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32146 | ||
Entity Registrant Name | DSS, INC. | ||
Entity Central Index Key | 0000771999 | ||
Entity Tax Identification Number | 16-1229730 | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Address, Address Line One | 275 Wiregrass Pkwy | ||
Entity Address, City or Town | Henrietta | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 14586 | ||
City Area Code | (585) | ||
Local Phone Number | 325-3610 | ||
Title of 12(b) Security | Common Stock, par value $0.02 per share | ||
Trading Symbol | DSS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,119,034 | ||
Entity Common Stock, Shares Outstanding | 83,732,763 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner Stone & Company, LLP | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 56,595,000 | $ 5,183,000 |
Accounts receivable, net | 5,673,000 | 3,589,000 |
Inventory | 10,380,000 | 1,955,000 |
Assets held for sale - discontinued operations | 531,000 | |
Current portion of notes receivable | 6,310,000 | |
Prepaid expenses and other current assets | 3,466,000 | 1,192,000 |
Total current assets | 82,424,000 | 12,450,000 |
Property, plant and equipment, net | 17,674,000 | 4,100,000 |
Investment in real estate, net | 56,374,000 | |
Other investments | 11,001,000 | 1,788,000 |
Investment, equity method | 1,080,000 | 12,234,000 |
Marketable securities | 14,172,000 | 9,136,000 |
Notes receivable | 5,878,000 | 537,000 |
Non-current assets held for sale - discontinued operations | 790,000 | |
Other assets | 489,000 | 384,000 |
Right-of-use assets | 498,000 | 182,000 |
Goodwill | 56,606,000 | 26,862,000 |
Other intangible assets, net | 38,630,000 | 23,456,000 |
Total assets | 284,826,000 | 91,919,000 |
Current liabilities: | ||
Accounts payable | 1,920,000 | 1,457,000 |
Accrued expenses and deferred revenue | 21,180,000 | 5,260,000 |
Other current liabilities | 402,000 | 1,435,000 |
Current liabilities held for sale - discontinued operations | 275,000 | |
Current portion of lease liability | 393,000 | 167,000 |
Current portion of long-term debt, net | 3,916,000 | 278,000 |
Total current liabilities | 27,811,000 | 8,872,000 |
Long-term debt, net | 55,711,000 | 1,976,000 |
Long term lease liability | 120,000 | 15,000 |
Non-current liabilities held for sale - discontinued operations | 505,000 | |
Other long-term liabilities | 880,000 | 507,000 |
Deferred tax liability, net | 3,499,000 | |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity | ||
Preferred stock, $.02 par value; 47,000 shares authorized, issued (43,000 on December 31, 2020); Liquidation value $1,000 per share, $43,000,000 aggregate. | 1,000 | |
Common stock, $.02 par value; 200,000,000 shares authorized, 76,746,000 shares issued and outstanding (5,836,000 on December 31, 2020) | 1,594,000 | 116,000 |
Additional paid-in capital | 294,685,000 | 174,380,000 |
Non-controlling interest in subsidiary | 36,409,000 | 3,430,000 |
Accumulated deficit | (132,384,000) | (101,382,000) |
Total stockholders’ equity | 200,304,000 | 76,545,000 |
Total liabilities and stockholders’ equity | $ 284,826,000 | $ 91,919,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 47,000 | 47,000 |
Preferred stock, shares issued | 43,000 | |
Preferred stock, liquidation preference per share | $ 1,000 | |
Preferred stock, liquidation preference, value | $ 43,000,000 | |
Common stock, par value | $ 0.02 | $ 0.02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 76,746,000 | 5,836,000 |
Common stock, shares outstanding | 76,746,000 | 5,836,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Total revenue | $ 20,275,000 | $ 15,366,000 |
Costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 12,271,000 | 11,009,000 |
Selling, general and administrative (including stock-based compensation) | 25,091,000 | 14,717,000 |
Depreciation and amortization | 4,322,000 | 1,068,000 |
Total costs and expenses | 41,684,000 | 26,794,000 |
Operating loss | (21,409,000) | (11,428,000) |
Other income (expense): | ||
Interest income | 4,556,000 | 69,000 |
Other income | 825,000 | 1,000 |
Interest expense | (196,000) | (183,000) |
Gain on extinguishment of debt | 116,000 | 622,000 |
(Loss) income from equity method investment | (9,939,000) | 604,000 |
(Loss) gain on investments | (12,035,000) | 10,609,000 |
Amortization of deferred financing costs and debt discount | (8,000) | |
(Loss) income from continuing operations before income taxes | (38,082,000) | 286,000 |
Income tax benefit | 4,032,000 | 1,774,000 |
(Loss) income from continuing operations | (34,050,000) | 2,060,000 |
Loss from discontinued operations, net of tax | 2,129,000 | (641,000) |
Net (loss) income | (31,921,000) | 1,419,000 |
Loss from continuing operations attributed to noncontrolling interest | 921,000 | 480,000 |
Net (loss) income attributable to common stockholders | $ (31,000,000) | $ 1,899,000 |
(Loss) earnings per common share - continuing operations: | ||
Basic | $ (0.64) | $ 0.72 |
Diluted | (0.64) | 0.42 |
Loss per common share - discontinued operations: | ||
Basic | 0.04 | (0.18) |
Diluted | $ 0.04 | $ (0.11) |
Shares used in computing (loss) earnings per common share: | ||
Basic | 51,525,746 | 3,548,421 |
Diluted | 51,525,746 | 6,019,207 |
Printed Products [Member] | ||
Revenue: | ||
Total revenue | $ 15,539,000 | $ 13,040,000 |
Rental Income [Member] | ||
Revenue: | ||
Total revenue | 1,203,000 | |
Management Fee Income [Member] | ||
Revenue: | ||
Total revenue | 24,000 | |
Net Investment Income [Member] | ||
Revenue: | ||
Total revenue | 250,000 | |
Direct Marketing [Member] | ||
Revenue: | ||
Total revenue | $ 3,259,000 | $ 2,326,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income from continuing operations | $ (34,050,000) | $ 2,060,000 |
Adjustments to reconcile net (loss) income from continuing operations to net cash used by operating activities: | ||
Depreciation and amortization | 4,322,000 | 1,068,000 |
Stock based compensation | 78,000 | 149,000 |
Loss (income) on equity method investment | 9,939,000 | (604,000) |
Loss (gain) on investments | (12,035,000) | 10,609,000 |
Gain on extinguishment of debt | (116,000) | (622,000) |
Deferred tax benefit | (4,032,000) | (1,774,000) |
Decrease (increase) in assets: | ||
Accounts receivable | (2,084,000) | (665,000) |
Inventory | (8,425,000) | (705,000) |
Prepaid expenses and other current assets | (2,274,000) | (509,000) |
Other assets | 1,216,000 | 264,000 |
Increase (decrease) in liabilities: | ||
Accounts payable | 463,000 | (183,000) |
Accrued expenses | 15,920,000 | 4,291,000 |
Other liabilities | (2,004,000) | 1,001,000 |
Net cash used by operating activities | (9,012,000) | (6,831,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (14,283,000) | (321,000) |
Purchase of real estate | (56,794,000) | |
Purchase of investment | (4,130,000) | |
Purchase of marketable securities | (8,171,000) | (9,791,000) |
Asset acquired with APB acquisition | 3,356,000 | |
Conversion of SHRG to consolidation | (12,225,000) | |
Note receivable investment | (11,651,000) | (574,000) |
Purchase of intangible assets | (18,110,000) | |
Net cash used by investing activities | (122,008,000) | (10,686,000) |
Cash flows from financing activities: | ||
Payments of long-term debt | (1,950,000) | (304,000) |
Borrowings of long-term debt | 60,864,000 | 1,278,000 |
Payments of revolving lines of credit, net | (500,000) | |
Deferred financing fees | (1,425,000) | |
Issuances of common stock, net of issuance costs | 121,736,000 | 20,195,000 |
Net cash provided by financing activities | 179,225,000 | 20,669,000 |
Cash flows from discontinued operations: | ||
Cash provided (used) by discontinued operations | 207,000 | 636,000 |
Cash provided by investing activities | 3,000,000 | 876,000 |
Cash used by financing activities | (577,000) | |
Net cash provided (used) by discontinued operations | 3,207,000 | 935,000 |
Net increase in cash | 51,412,000 | 4,087,000 |
Cash and cash equivalents at beginning of year | 5,183,000 | 1,096,000 |
Cash and cash equivalents at end of year | $ 56,595,000 | $ 5,183,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 24,000 | $ 115,560,000 | $ (103,281,000) | $ 12,303,000 | ||
Beginning balance, shares at Dec. 31, 2019 | 1,206,000 | |||||
Issuance of common stock, net | $ 68,000 | 20,127,000 | 20,195,000 | |||
Issuance of common stock, net, shares | 3,434,000 | |||||
Conversion of preferred stock | $ 13,000 | (13,000) | ||||
Conversion of preferred stock, shares | 663,000 | (4,000) | ||||
Stock based payments, net of tax effect | $ 1,000 | 397,000 | 398,000 | |||
Stock based payments, net of tax effect, shares | 50,000 | |||||
Acquisition of Impact Biomedical, Inc. | $ 10,000 | $ 1,000 | 38,309,000 | 3,910,000 | 42,231,000 | |
Acquisition of Impact BioMedical, Inc., shares | 483,000 | 47,000 | ||||
Net (loss) income | (480,000) | 1,899,000 | 1,419,000 | |||
Ending balance, value at Dec. 31, 2020 | $ 116,000 | $ 1,000 | 174,380,000 | 3,430,000 | (101,382,000) | 76,545,000 |
Ending balance, shares at Dec. 31, 2020 | 5,836,000 | 43,000 | ||||
Issuance of common stock, net | $ 1,347,000 | 120,434,000 | 121,781,000 | |||
Issuance of common stock, net, shares | 67,340,000 | |||||
Conversion of preferred stock | $ 131,000 | $ (1,000) | (130,000) | |||
Conversion of preferred stock, shares | 6,570,000 | (43,000) | ||||
Stock based payments, net of tax effect | 2,000 | 2,000 | ||||
Stock based payments, net of tax effect, shares | ||||||
Acquisition of American Pacific Bancorp | 33,097,000 | 33,098,000 | ||||
Acquisition of American Pacific Bancorp, shares | ||||||
Acquisition of Sharing Services Global Corporation | 800,000 | 800,000 | ||||
Acquisition of Sharing Services Global Corporation, shares | ||||||
Net (loss) income | (920,000) | (31,001,000) | (31,921,000) | |||
Ending balance, value at Dec. 31, 2021 | $ 1,594,000 | $ 294,686,000 | $ 36,407,000 | $ (132,383,000) | $ 200,304,000 | |
Ending balance, shares at Dec. 31, 2021 | 79,746,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS The Company, incorporated in the state of New York in May 1984 has conducted business in the name of Document Security Systems, Inc. On September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly-owned subsidiary, DSS, Inc. (a New York corporation, incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc. to DSS, Inc. This change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol “DSS” and updated its CUSIP number to 26253C 102. DSS, Inc. (together with its consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our” or the “Company”) currently operates nine (9) distinct business lines with operations and locations around the globe. These business lines are: (1) Product Packaging, (2) Biotechnology, (3) Direct, (4) Commercial Lending, (5) Securities and Investment Management, (6) Alternative Trading (7) Digital Transformation, (8) Secure Living, and (9) Alternative Energy. Each of these business lines are in different stages of development, growth, and income generation. Our divisions, their business lines, subsidiaries, and operating territories: (1) Our Product Packaging line is led by Premier Packaging Corporation, Inc. (“Premier”), a New York corporation. Premier operates in the paper board and fiber based folding carton, consumer product packaging, and document security printing markets. It markets, manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions. Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market. (2) The Biotechnology business line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. (3) Direct, led by the holding corporation, Decentralized Sharing Systems, Inc. (“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model of peer-to-peer decentralized sharing marketplaces. Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Direct’s products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe. (4) Our Commercial Lending business division, driven by American Pacific Bancorp (“APB”), is organized for the purposes of being a financial network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory capital raising services. (5) Securities and Investment Management was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management. Also in this segment is the Company’s real estate investment trust (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (6) Alternative Trading was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Alt. Trading, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). (7) Digital Transformation was established to be a Preferred Technology Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing sector. Digital improves marketing, communications and operations processes with custom software development and implementation. (8) The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single and multi-family residential housing. (9) The Alternative Energy group was established to help lead the Company’s future in the clean energy business that focuses on environmentally responsible and sustainable measures. Alset Energy, Inc, the holding company for this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide underutilized properties with small microgrids for independent energy. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact BioMedical”), pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth Security, Inc. (“DSS BioHealth”), Alset International Limited (formally Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd. (“GBM”), which was previously approved by the Company’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $ 0.02 per share, nominally valued at $ 6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”). As a result of the Share Exchange, Impact BioMedical is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary (see Note 7). Impact BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing the biomedical field for decades. By tapping into the scientific expertise of its partners, Impact BioMedical has undertook a concerted effort in the research and development (“R&D”), drug discovery and development for the prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. On September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp, Inc. (“APB”), which provided for an investment of $ 40,000,200 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class A Common Stock, par value $ 0.01 per share. Subject to the terms and conditions contained in the SPA, the shares issued at a purchase price of $ 6.00 per share. As a result of this transaction, DSS became the majority owner of APB. (see Note 7). On September 13, 2021, the Company finalized a shareholder agreement between its subsidiary, DSS Financial Management, Inc. (“DFMI”) and HR1 Holdings Limited (“HR1”), a company incorporated in the British Virgin Islands, for the purpose to operate a vehicle for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted returns relative to market unpredictability and volatility. Under the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction DFMI would own 60% of LVAM and HR1 would own 40% . LVAM executes within reliable platforms and broad market access and uses proprietary systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or crypto. Aimed at providing consistent returns while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under normal market conditions, LVAM provides an array of advanced tools and products enabling customers to explore multiple opportunities, strengthen and diversify their portfolios, and meet their individual investing goals. On December 23, 2021, DSS purchased 50,000,000 0.06 58% |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Use of Estimates Reclassifications – Certain amounts on the accompanying consolidated balance sheets and income statements for the year ended December 31, 2020 have been reclassified to conform to current year presentation. Cash Equivalents Accounts Receivable – The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days but up to net 105 for certain customers. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. As of December 31, 2021, the Company established a reserve for doubtful accounts of approximately $ 20,000 ($ 25,000 – 2020). The Company does not accrue interest on past due accounts receivable. Fair Value of Financial Instruments – ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. Inventory – Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”) method. Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of $ 388,000 Notes receivable, unearned interest, and related recognition Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Investments in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Leases The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period incurred. The Company has elected to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Goodwill – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company performed its annual goodwill impairment test as of December 31, 2021, and no impairment was deemed necessary for the goodwill associated with Premier Packaging Company, APB and Impact BioMedical of approximately $ 1,769,000 , $ 29,744,000 , and $ 25,093,000 , respectively. Consistent with this accounting impairment analysis, the Company determined that due to many factors, including the impact of the COVID-19 outbreak and the related closing of the operations of the Plastic Group, the Company has quantitatively tested the carrying value of its goodwill associated with the DSS Plastics Group and determined that an impairment of the DSS Plastics’ goodwill had occurred and the Company recorded a full goodwill impairment of $ 685,000 during the twelve-months ended December 31, 2020. This impairment has been included in the calculation of the discontinued operations of DSS Plastics group. There was no goodwill impairment recorded during the year ended December 31, 2021. Intangible Assets Long-Lived Assets Related Party Liabilities 127,179,000 2.5 0 1,100,000 Reverse Stock Split 1-for-30 reverse stock split Revenue - The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest owed to the Company occurs. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped. As of December 31, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. Costs of revenue - Costs of revenue includes all direct cost of the Company’s packaging, commercial and security printing sales, primarily, paper, inks, dies, and other consumables, and direct labor, transportation, and manufacturing facility costs. In addition, this category includes all direct costs associated with the manufacturing and procurement of the products sold in the Company’s Direct Marketing line of business as well as with the Company’s technology sales, services and licensing including hardware and software that is resold, third-party fees, and fees paid to inventors or others as a result of technology licenses or settlements, if any. Amortization of intangible assets, patent costs and acquired technology are included in depreciation and amortization on the consolidated statement of operations. Costs of revenue do not include expenses related to product development, integration, and support. These costs are included in research and development, which is a component of selling, general and administrative expenses on the consolidated statement of operations. Legal costs are included in selling, general and administrative. Shipping and Handling Costs Share-Based Payments Sales Commissions no Contingent Legal Expenses - Research and Development 1,080,000 210,000 Income Taxes Earnings Per Common Share - The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the year ended December 31, 2021, potential dilutive instruments includes both warrants and options of 3,556 11,930 47,000 preferred shares, convertible into 7,233,000 common shares, for the period they were outstanding resulting in an additional 2,471,000 shares for the year ended December 31, 2020. Concentration of Credit Risk During 2021, two customers accounted for approximately 27% and 14% of our consolidated revenue. As of December 31, 2021, these two customers accounted for approximately 29% and 19% of our consolidated trade accounts receivable balance. As of December 31, 2020, these two customers accounted for approximately 20% 18% of our consolidated revenue and 41% and 19% Acquisitions - In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations (“Topic 805”): Clarifying the Definition of a Business (“ASU 2017-01”). The guidance is intended to assist entities with evaluating whether a set of transferred assets and activities is a business. Under this guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. See Note 7 regarding the acquisitions. Business Combinations Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application of business combination accounting requires the use of significant estimates and assumptions. Discontinued Operations – On April 20, 2020, the Company executed a nonbinding letter of intent with a perspective buyer for the sale of certain assets of its plastic printing business line, which it operated under Plastic Printing Professionals, Inc. (“DSS Plastics”), a wholly-owned subsidiary of the Company. That sale was consummated and closed on August 14, 2020. The remaining assets of DSS Plastics were either sold, separately disposed, or retained by other existing DSS businesses lines. Accordingly, the operations of DSS Plastics have been discontinued. Based on the magnitude of DSS Plastics’ historical revenue to the Company and because the Company has exited the production of laminated and surface printed cards, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 205—Discontinued Operations. The major classes of assets and liabilities of DSS Plastics are classified as Held for Sale – Discontinued Operations on the Consolidated Balance Sheets and the operating results of the discontinued operations is reflected on the Consolidated Statements of Operations and Comprehensive Income (Loss) as Loss from Discontinued Operations. See Note 16. On May 7, 2021, the Company completed the sale of 100 % of the capital stock of DSS Digital Inc. (“DSS Digital”), the Company’s wholly owned subsidiary, which researched, developed, marketed, and sold the Company’s digital products worldwide. Based on the magnitude of DSS Digital’s historical revenue to the Company and because the Company has exited the brand authentication services, functional anti-counterfeiting technology and technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 210-05—Discontinued Operations. See Note 16. Newly Adopted and Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt ASU 2019-12 effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements Impact of COVID-19 Outbreak |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY 2021 2020 Finished Goods $ 7,705,000 $ 1,544,000 Work in Process 512,000 280,000 Raw Materials 2,551,000 131,000 Inventory Gross $ 10,768,000 $ 1,955,000 Less allowance for obsolescence (388,000 ) - Inventory Net $ 10,380,000 $ 1,955,000 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 4 – NOTES RECEIVABLE Century TBD Holdings, LLC. On October 10, 2019, the Company entered into a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”), a Florida limited liability company. The Company loaned the principal sum of $ 500,000 , of which up to $ 500,000 and all accrued interest can be paid by an “Optional Conversion” of such amount up to 19.8 % (non-dilutable) of all outstanding membership interest in TBD. This TBD Note accrues interest at 6 % and matures on October 9, 2021 . As of December 31, 2021, and December 31, 2020, this TBD Note had outstanding principal and interest of approximately $ 537,000 . This asset was classified as long-term portion of Notes receivable on the consolidated balance sheet as December 31, 2021, and as Notes receivable on the consolidated balance sheet as of December 31, 2020. On December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”) and TBD where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5 % of the issued and outstanding shares of West Park. This note and stock exchange agreement is expected to be finalized sometime during the first quarter of 2022. GSX Group Limited On February 8, 2021, the Company entered into a convertible promissory note (“GSX Note”) with GSX Group Limited (“GSX”), a company registered in Gibraltar. The Company loaned the principal sum of $ 800,000 , with principal and interest at a rate of 4 %, due in one year from date of issuance. The outstanding principal and interest as of December 31, 2021, approximated $ 829,000 , and is classified as a Current portion of notes receivable on the Consolidated Balance Sheets at December 31, 2021. The GSX Note shall be converted, at the Company’s option, into shares of GSX at the conversion price of $ 1.05 per share. As of the date of filing, this note is in default. The Company and GSX are currently re-negotiating the terms of the GSX Note. On February 3, 2021, USX Holdings Company, Inc., a subsidiary of the Company entered into a binding joint venture term sheet (“GSX JV”), along with Coinstreet, whose CEO is also a member of the Company’s board of directors, for the creation of a USA based joint venture alternative trading system or exchange (“JV Exchange”). During the nine-months ended September 30, 2021, the Company and GSX finalized the terms of the JV Exchange. This JV is currently in the planning stages. Dustin Crum On February 21, 2021, Impact BioMedical, Inc. a subsidiary of the Company, entered into a promissory note (“Crum Note”) with Dustin Crum (“Mr. Crum”). The Company loaned the principal sum of $ 206,000 6.5 197,000 Sentinel Brokers Company, Inc. On May 13, 2021, a subsidiary of the Company entered a revolving credit promissory note (“Sentinel Note”) with Sentinel Brokers Company, Inc. (“Sentinel”), a company registered in the state of New York. The Sentinel Note has an aggregate principal balance up to $ 600,000 , to be funded at request of Sentinel. The Sentinel Note, which incurs interest at a rate of 6.65 % is payable in arears until the principal is paid in full at the maturity date of May 13, 2023 . As of December 31, 2021, there is $ 0 outstanding on the Sentinel Note. Puradigm, LLC. On May 14, 2021, DSS Pure Air, Inc. a subsidiary of the Company entered into a convertible promissory note (“Puradigm Note”) with Puradigm, LLC (“Puradigm”), a company registered in the state of Texas. The Puradigm Note has an aggregate principal balance up to $ 5,000,000 , to be funded at request of Puradigm. The Puradigm Note, which incurs interest at a rate of 6.65 % due quarterly, has a maturity date of May 14, 2023 . The Puradigm Note contains an options conversion clause that allows the Company to convert all, or a portion of all, into new issued member units of Puradigm with the maximum principal amount equal to 18 % of the total equity position of Puradigm at conversion. The outstanding principal and interest as of December 31, 2021, approximated $ 5,081,000, which is classified as Notes receivable on the consolidated balance sheet. Harris-Montgomery Counties Management District On September 23, 2021, APB entered into refunding bond anticipatory note (“District Note”) with Harris-Montgomery Counties Management District (the “District”), which operates as a conservation and reclamation district pursuant to Chapter 3891, Texas Special District Local Laws Code; Chapter 375, Texas Local Government Code; and Chapter 49, Texas Water Code. The District Note was in the sum of $ 3,500,000 and incurs interest at a rate of 4.15 % per annum. Principal and interest are due in full on September 22, 2022 . This note may be redeemed prior to maturity with 10 days written notice to APB at a price equal to principal plus interest accrued on the redemption date. The outstanding principal and interest of $ 3,540,000 of the District Note is included in current portion of notes receivable on the consolidated balance sheet at December 31, 2021. Asili, LLC. On October 25, 2021, APB entered into loan agreements (“Asili Agreement”) with Asili, LLC. (“Asili”) a company registered in the state of Utah. The Asili Agreement has an initial aggregate principal balance up to $ 1,000,000 3,000,000 8.0% October 25, 2022 The Asili Agreement contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest in Asili, at a ratio of $1,000,000 to 10%. APB, as holder of the Asili Agreement, has the right to elect one member to the Asili Board of Managers. 784,000 West Park Capital Group, LLC. On December 28, 2021, APB entered into promissory note (“West Park Note”) with West Park Capital Group, LLC. (“West Park”), a company registered in the state of California. The West Park Note has an principal balance of $ 700,000 12.0% December 28, 2022 700,000 Leopoldo Bustamate. On June 13, 2019, the Company extended the credit to Leopoldo Bustamate (“Bustamate Note”) in the form of a promissory note for $ 249,540 15% May 15, 2020 249,540 15% May 14, 2021 249,540 12.5% May 15, 2023 260,000 HWH World Ltd. On October 7, 2021, HWH entered into a revolving loan commitment (“HWH Ltd Note”) with HWH World Ltd. (“HWH Ltd.”) a company registered in Taiwan. The HWH Ltd. Note has an principal balance of $ 52,000 December 31,2021 52,000 18% January 1, 2022 1044PRO, LLC. In January 2021, the SHRG and 1044PRO, LLC (“1044 PRO”) entered into a Funding Agreement pursuant to which the Company agreed to provide to 1044 PRO a $ 250,000 204,879 193,000 115,000 10% XIP Optimal In the fiscal year 2019, SHRG received a promissory note for $ 106,404 15,000 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 5 – FINANCIAL INSTRUMENTS Cash, Cash Equivalents and Marketable Securities The following tables show the Company’s cash and marketable securities by significant investment category as of December 31, 2021 and December 31, 2020: SCHEDULE OF CASH AND MARKETABLE SECURITIES BY SIGNIFICANT INVESTMENT CATEGORY 2021 Adjusted Cost Unrealized Gain Fair Value Cash and Cash Equivalents Restricted Cash Marketable Securities Notes Receivable Investments Cash $ 50,286,000 $ - $ 50,286,000 $ 50,286,000 $ - $ - $ - $ - Restricted Cash - - - - - - - - Level 1 Money Market Funds 6,309,000 - 6,309,000 6,309,000 - - - - Marketable Securities 12,993,000 1,544,000 14,537,000 - - 14,537,000 - - Level 2 Warrants 3,318,000 - 3,318,000 - - - 3,318,000 Convertible securities 1,023,000 - 1,023,000 - - - - 1,023,000 Total $ 73,929,000 $ 1,544,000 $ 75,473,000 $ 56,595,000 $ - $ 14,537,000 $ -0 $ 4,341,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,690,000 $ - $ 1,690,000 $ 1,690,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,524,000 $ 3,851,000 $ 15,375,000 $ 5,183,000 $ 9,136,000 $ 1,056,000 The Company typically invests with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 6 - INVESTMENTS Alset International Limited As of December 31, 2018, the Company owned 21,196,552 ordinary shares of Alset International Limited (“Alset Intl”), formerly named Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. and an existing three-year warrant to purchase up to 105,982,759 ordinary shares at an exercise price of SGD$ 0.040 (US$ 0.0298 ) per share During the year ended December 31, 2019 the Company exercised 61,977,577 of the warrants for total cost of $ 1,829,000 and at December 31, 2019 recorded the investment at cost, less impairment under the measurement alternative in ASC 321 for a total value of $ 2,154,000 . As of June 26, 2020, the Company exercised the remaining warrants for total cost of $ 1,291,000 bringing its total ownership to 127,179,291 shares or approximately 7 % of the outstanding shares of Alset Intl as of December 31, 2020. Historically and through June 30, 2020, the Company carried its investment in Alset Intl at cost, less impairments under the measurement alternative in ASC 321 in part due to the restriction on the sale of shares which expired on September 17, 2019 as well as the lack of historical volume associated with the shares of Alset Intl. During the third quarter 2020, the Company determined fair value based on the volume of shares traded on the Singapore Exchange which has a breadth and scope comparable to United States markets, as well as a consistent and observable market price. Accordingly, this investment is now classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of December 31, 2021 and 2020, respectively, was approximately $ 4,909,000 and $ 6,830,000 . During the years ended December 31, 2021 and 2020, the Company recorded an unrealized losses and gains on this investment of approximately $ 1,920,000 and $ 3,384,200 , respectively. BMI Capital International LLC On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9 % membership interests in BMIC for $ 100,000 . DSS Securities also had the option to purchase an additional 10 % of the outstanding membership interest which it exercised in January of 2021 and increased its ownership to 24.9 %. Upon achieving greater than 20 % ownership in BMIC, the Company began accounting for this investment under the equity method of accounting per ASC 323. The Company’s portion of net loss in BMIC for the year ended December 31, 2021, was $ 19,000 BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in BMIC. Alset Title Company On or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company’s CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. There was minimal activity for the year ended December 31, 2021. BioMed Technologies Asia Pacific Holdings Limited On December 19, 2020, Impact BioMedical, a wholly-owned subsidiary of the Company, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 4.99 630,000 BioMed focuses on manufacturing natural probiotics, pursuant to which the Company will directly market, advertise, promote, distribute and sell certain BioMed products to resellers. The products to be distributed by the Company include BioMed’s PGut Premium Probiotics ® ® ® ® ® Under the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with a one year auto-renewal feature. Vivacitas Oncology, Inc. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 1.00 1,500,000 1.00 1.00 500,000 2,480,000 2,480,000 250,000 On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $ 1.00 per share shall be $ 120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022. As of December 31, 2021, the Company has received 90,000 On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000 . This, along with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 16 % as of December 31, 2021. Sentinel Brokers Company, Inc. On May 13, 2021, a Sentinel Brokers, LLC., subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”) to acquire a 24.9 % equity position of Sentinel Brokers Company, Inc. (“Sentinel”), a company registered in the state of New York, for the purchase price of $ 300,000 . During the three months ended September 30, 2021, the Company contributed an additional $ 750,000 capital into Sentinel, increasing its total capital investment to $1,050,000. Under the terms of this agreement, the Company as the option to purchase an additional 50.1 % of the outstanding Class A Common Shares. Upon the exercising of this option, but no earlier than one year following the effective date the Sentinel Agreement, Sentinel has the option to sell the remaining 25 % to the Company. In consideration of purchase price investment in Sentinel, the Company is entitled to an additional 50.1% of the net profits of Sentinel. The Company currently accounts for its investment in Sentinel using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). In September 2021, the SHRG, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the SHRG invested $ 1.4 1.4 500,000 September 9, 2024 10% 154,173 The SHRG carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with U.S. GAAP. During the three and nine months ended December 31, 2021, the SHRG recognized unrealized gains, before income tax, of $ 1.2 3.3 In September 2021, the SHRG entered into a Membership Unit Purchase Agreement pursuant to which the SHRG acquired a 30.75% 1,537,000 59,629 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | NOTE 7 – Acquisitions American Medical REIT Inc. On March 3, 2020, the Company, via its subsidiary DSS Securities, entered into a share subscription agreement and loan arrangement with LiquidValue Asset Management Pte Ltd., AMRE Asset Management, Inc. and American Medical REIT Inc. under which it acquired a 52.5 93 Effective on March 3, 2020, the Company entered into a Promissory Note with AMRE, pursuant to which AMRE has issued the Company a promissory note for the principal amount of $ 800,000 (the “Note”). The Note matures on March 3, 2022 and accrues interest at the rate of 8.0 % per annum and shall be payable in accordance with the terms set forth in the Note. Under the Note, AMRE may prepay or repay all or any portion of the Note at any time, without a premium or penalty. If not sooner prepaid, the entire unpaid principal balance of the Note including accrued interest will be due and payable in full on March 3, 2022. The Note also provides the Company an option to provide AMRE an additional $ 800,000 on the same terms and conditions as the Note, including the issuance of warrants as described below. As further incentive to enter into the Note, AMRE issued the Company warrants to purchase 160,000 shares of AMRE common stock (the “Warrants”). The Warrants have an exercise price of $ 5.00 per share, subject to adjustment as set forth in the Warrants, and expire on March 3, 2024 . Pursuant to the Warrants, if AMRE files a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”) of AMRE’s common stock and the IPO price per share offered to the public is less than $ 10.00 per share, the exercise price of the Warrants shall be adjusted downward to 50 % of the IPO price. The Warrants also grants piggyback registration rights to the Company as set forth in the Warrants. As of December 31, 2021, this Note had outstanding principal and interest of approximately $ 914,000 . Upon consolidation this Note is eliminated. AMRE entered into a $ 200,000 unsecured promissory note with LiquidValue Asset Management Pte Ltd (“LVAMPTE”). The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0 %. See Note 11 for further details. LVAMPTE is majority owned subsidiary of Alset International Limited whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of the Company. On June 18, 2021, DSS Securities, entered into a stock purchase agreement with AMRE to acquire 264,525 10 2,645,250 264,525 93 On June 18, 2021, AMRE Shelton, LLC. (“AMRE Shelton”), a subsidiary of AMRE financed the purchase of a 40,000 7,150,000 ubstantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. 4,640,000 1,600,000 325,000 585,000 3 1,500,000 On November 4, 2021, AMRE LifeCare Portfolio, LLC. (“AMRE LifeCare”), a subsidiary of AMRE, acquired three medical facilities located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000 . In accordance with Topic 805, the acquisition of the medical facility has been determined to be an acquisition of assets as s ubstantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. 32,100,000 , $ 12,100,000 , and $ 1,500,000 for the facility, land and site improvements respectively. Also include in the value of the property is $ 15,901,000 of intangible assets with estimated useful lives ranging from 1 to 11 years. All assets were allocated on a relative fair value basis. On December 21, 2021, AMRE Winter Haven, LLC. (“AMRE Winter Haven”), a subsidiary of AMRE, acquired a medical facility located in Winter Haven, Florida for a purchase price of $ 4,500,000 ubstantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. 3,200,000 1,000,000 $222,000 29,000 5 During the year ended December 31, 2021, AMRE had net losses of $ 2,835,000 of which $ 138,000 and is attributable to the non-controlling interest. Impact BioMedical, Inc. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact”), pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth, and related parties Alset Intl (formally Singapore eDevelopment Limited), and Global Biomedical Pte Ltd. (“GBM”) which was previously approved by the Company’s shareholders (the “Share Exchange”).Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $ 0.02 per share, nominally valued at $ 6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), with a stated value of $ 46,868,000 , or $1,000 per share, for a total consideration of $ 50 million to acquire 100 % of the outstanding shares of Impact. The acquisition was done to add assets and a foundation of products with international market opportunities and demand, and which can be structured into long- term scalable, reoccurring license revenue within the DSS BioHealth line of business. Due to several factors, including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $ 46,868,000 to $3 5,187,000 , thus reducing the final consideration given to approximately $ 38,319,000 . The Company incurred approximately $ 295,000 in cost associated with the acquisition of Impact Biomedical which were recorded as general and administrative expenses. As a result of the Share Exchange, Impact Biomedical is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary and operating results of the acquisition are included in the Company’s financial statements beginning August 21, 2020. Impact BioMedical has several subsidiaries that are not wholly owned by Impact Biomedical and have an ownership percentage ranging from 63.6 % to 100 %. During the year ended December 31, 2021, Impact has incurred approximately $ 2,535,000 of net losses, of which $ 407,000 of loss incurred is attributable to non-controlling interest. Although Impact historically, and to date has not generated any revenues, the acquisition of Impact meets the definition of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the acquisition method of accounting under Topic 805 American Pacific Bancorp. On September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”), which provided for an investment of $ 40,000,000 by the Company into APB for an aggregate of 6,666,700 shares of the APB’s Class A Common Stock, par value $ 0.01 per share. Subject to the terms and conditions contained in the SPA, the shares issued at a purchase price of $ 6.00 per share. As a result of this transaction, DSS owns approximately 53 % of APB, and as a result its operating results have been included in the Company’s financial statements beginning September 9, 2021. The Company incurred approximately $ 36,000 in cost associated with the acquisition of APB which were recorded as general and administrative expenses. The acquisition of APB meets the definition of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the acquisition method of accounting under Topic 805. Since acquisition, APB has incurred approximately $ 194,000 96,000 2 % equity position of APB. The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of APB as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 (unaudited) 2020 (unaudited) Revenue $ 20,337,000 $ 10,233,000 Net (loss)/income $ (32,217,000 ) $ 1,778,000 Basic (loss)/earnings per share $ (0.63 ) $ 0.63 Diluted (loss)/earnings per share $ (0.63 ) $ 0.46 The Company has completed the valuation of good will and non-controlling interest, which approximate $ 29,744,000 33,099,000 3,400,000 1,250,000 1,900,000 330,000 101,000 Sharing Services Global Corp. (“SHRG”) As of and through June 30, 2020, the Company classified its investment in Sharing Services Global Corp. (“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with gains and losses recognized in other income. In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained greater than 20 % ownership of SHRG, and thus has the ability to exercise significant influence over it. The Company currently accounts for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures On July 22, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned to DSS a Stock Purchase and Share Subscription Agreement by and between Mr. Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A common stock and 10,000,000 warrants to purchase Class A common stock for $ 3 million, causing the Company’s ownership in SHRG to exceed 20 %. The warrants have an average exercise price of $ 0.20 , immediately vested and may be exercised at any time commencing on the date of issuance and ending three years from such date. The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through earnings. These warrants have been recorded at the fair value of $ 324,000 as of September 30, 2021, as compared to $ 1,056,000 at December 31, 2020 on the Company’s consolidated balance sheet and are included in “other investments” with the decrease representing an unrealized loss of $ 224,000 and $ 732,000 respectively during the three and nine months ended September 30, 2021. As of July 22, 2020, the carrying value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets by approximately $ 9,192,000 which represents primarily intangible assets in the form of a distributor lists and goodwill arising from acquisitions. These intangible assets have been valued at approximately $ 1,148,000 and $ 8,044,000 , respectively. The intangible asset arising from the distributor list has a five -year useful life. The Company has recorded amortization of $ 57,000 and $ 287,000 for the three- and nine-months ended September 30, 2021, respectively, on the consolidated statement of operations. On April 5, 2021, a subsidiary of the Company entered into a convertible promissory note (“SHRG Note”) with SHRG (see Note 3). The Company loaned the principal sum of $ 30,000,000 . Accordingly, in April 2021, the SHRG issued to the Company 27,000,000 shares of its Class A Common Stock, including 15,000,000 shares in payment of the loan origination fee and 12,000,000 shares in prepayment of interest for the first year. In addition, the Company received 150,000,000 warrants both issued and vested on April 5, 2021. These warrants have an exercise price of $ 0.22 and expire April 5, 2026 . As of the date of issuance the warrants the consideration paid allocated to the warrants amounted to approximately $ 14,957,000 . The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through earnings.. As of September 30, 2021, the Company held 91,460,978 class A common shares equating to a 46.8 % ownership interest in SHRG. On December 23, 2021, DSS purchased 50,000,000 0.06 47 The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of SHRG as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 (unaudited) 2020 (unaudited) Revenue $ 61,784,000 $ 102,308,000 Net (loss)/income $ (37,236,000 ) $ 4,675,000 Basic (loss)/earnings per share $ (0.72 ) $ 1.32 Diluted (loss)/earnings per share $ (0.72 ) $ 0.78 We are currently in the process of completing the purchase price accounting and related allocations associated with the acquisition of SHRG. The Company is in the process of completing valuations and useful lives for certain assets acquired in the transaction. We expect the preliminary purchase price accounting to be completed during the year ending December 31, 2022. The Company, via three (3) of the Company’s existing board members, currently holds three (3) of the seven (7) SHRG board of director seats. Mr. John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr. Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), and Mr. Frank D. Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020). |
PROPERTY PLANT AND EQUIPMENT
PROPERTY PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY PLANT AND EQUIPMENT | NOTE 8 - PROPERTY PLANT AND EQUIPMENT Property, plant and equipment consisted of the following as of December 31: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Life 2021 2020 Machinery and equipment 5 - 10 years $ 7,005,000 $ 6,866,000 Building and improvements 39 years 11,234,000 1,976,000 Land 185,000 185,000 Furniture and fixtures 7 years 397,000 130,000 Software and websites 3 years 1,099,000 298,000 Construction in progress 4,208,000 33,000 Total Cost 24,128,000 9,472,000 Less accumulated depreciation 6,454,000 5,372,000 Property, plant and equipment, net $ 17,674,000 $ 4,100,000 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 1,129,000 710,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 9 - INTANGIBLE ASSETS On January 24, 2020 and April 8, 2020, the Company foreclosed on two separate note receivables with RBC Life Sciences, Inc. during which the Company acquired $ 637,000 On August 21, 2020, the Company completed its acquisition of Impact BioMedical, (see Note 7) during which the Company, based on valuations performed, acquired $ 22,260,000 of developed technology assets. These assets were placed in service on January 1, 2021 and will be amortized over a 20 -year useful life when placed in service. On June 18, 2021, AMRE Shelton financed the purchase of a 40,000 13.62 585,000 3 On November 4, 2021, AMRE LifeCare acquired three medical facilities located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania. Include in the value of the property is $ 15,901,000 1 11 On December 21, 2021, AMRE Winter Haven, LLC. (“AMRE Winter Haven”), a subsidiary of AMRE, acquired a medical facility located in Winter Haven, Florida. Include in the value of the property is $ 29,000 5 Intangible assets are comprised of the following: SCHEDULE OF INTANGIBLE ASSETS 2021 2020 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology assets 20 $ 22,260,000 $ 1,113,000 $ 21,147,000 $ 22,260,000 $ - $ 22,260,000 Acquired intangibles customer lists, licenses, site/tenant improvements, in-place and favorable or unfavorable leases 1 11 19,529,000 2,162,000 17,367,000 1,259,000 330,000 929,000 Acquired intangibles patents and patent rights 500,000 500,000 - 500,000 500,000 - Patent application costs Varied (1) 1,052,000 936,000 116,000 1,178,000 911,000 267,000 $ 43,341,000 $ 4,711,000 $ 38,630,000 $ 25,197,000 $ 1,741,000 $ 23,456,000 (1) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2021, the weighted average remaining useful life of these assets in service was approximately 3.6 Amounts amortized for the year ended December 31, 2021 and 2020 was approximately $ 3,279,000 and $ 374,000 , respectively. Expected amortization for each of the five succeeding fiscal years is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year Amount 2022 8,237,000 2023 2,686,000 2024 2,142,000 2025 2,471,000 2026 2,021,000 |
ACCRUED EXPENSES AND DEFERRED R
ACCRUED EXPENSES AND DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses And Deferred Revenue | |
ACCRUED EXPENSES AND DEFERRED REVENUE | NOTE 10 – ACCRUED EXPENSES AND DEFERRED REVENUE Accrued expenses and deferred revenue consist of the following for the years ended December 31, SUMMARY OF ACCRUED EXPENSES AND DEFERRED REVENUE 2021 2020 Customer deposits $ 160,000 $ 25,000 Deferred revenue 1,348,000 - Accrued wages 11,992,000 4,665,000 Employee stock warrants liabilities 1,070,000 - Settlement liability 342,000 - Uncertain tax positions 922,000 - Accrued expenses 4,024,000 565,000 Sales tax payable 1,322,000 5,000 Accrued expenses and deferred revenue $ 21,180,000 $ 5,260,000 |
SHORT TERM AND LONG-TERM DEBT
SHORT TERM AND LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT TERM AND LONG-TERM DEBT | NOTE 11 – SHORT TERM AND LONG-TERM DEBT Revolving Credit Lines 800,000 that bears interest at 1 Month LIBOR plus 2.0 % ( 2.1 % as of December 31, 2020) and had a maturity date of May 31, 2022 and was renewable annually. This renewal was not exercised by Premier Packaging. As of December 31, 2021, the revolving line had a balance of $ 0 . On July 26, 2017, Premier Packaging entered into a Loan Agreement and accompanying Term Note Non-Revolving Line of Credit Agreement with Citizens pursuant to which Citizens agreed to lend up to $ 1,200,000 2 771,000 Equipment Line of Credit 900,000 2 2 0 Promissory Notes - 1,200,000 with Citizens Bank. The new Promissory Note calls for monthly payments of $ 7,000 , with interest fixed at 4.22 %. The new Promissory Note matures on June 27, 2029, at which time a balloon payment of $ 708,000 is due. As of December 31, 2020, the new, consolidated Promissory Note had a balance of $ 1,100,000 . In July of 2021, Premier Packaging repaid this note in full. The Citizens credit facilities to the Company’s subsidiary Premier Packaging, contain various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants which are tested annually at December 31. For the year ended December 31, 2020, Premier Packaging was in compliance with the annual covenants. On March 2, 2020, AMRE entered into a $ 200,000 unsecured promissory note with LVAMPTE. The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0 %. As of December 31, 2020, accrued interest is included in the outstanding balance. If not paid sooner, the entire unpaid principal balance is due in full on March 2, 2022. As further incentive to enter into this Note, AMRE granted LVAMPTE warrants to purchase shares of common stock of AMRE (the “Warrants”). The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise Price. The Warrants are exercisable for four years and are exercisable at $ 5.00 per share (the “Exercise” Price). The value of the warrants is not considered to be material. The holder is a related party owned by the Chairman of the Company’s board of directors. As of December 31, 2021, the new promissory note, inclusive of unpaid interest, had a balance of $ 230,000 During Q2 2020, the Company received loan proceeds for Premier Packaging, DSS Digital, and AAMI in the amount of approximately $ 1,078,000 100 969,000 100 On March 16, 2021, American Medical REIT, Inc. received loan proceeds in the amount of approximately $ 110,000 under the Paycheck Protection Program (“PPP”) with a fixed rate of 1 % and a 60-month maturity term. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. As of December 31, 2021, the outstanding principal and interest approximated $ 111,000 On May 20, 2021, Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A. (“BOA”) to secure financing approximating $ 3,700,000 3,339,000 3.35 On June 18, 2021, AMRE Shelton entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $ 6,155,000 5,105,000 4.25 5 4.25 with a balloon payment approximating $ 2,829,000 due at term end. This agreement contains certain covenants that are analyzed on an annual basis, starting December 31, 2021. The funds borrowed were used to purchase a 40,000 13.62 192,000 is classified as current portion of long-term debt, net, and the remaining balance of approximately $ 4,673,000 recorded as long-term debt, net of $ 180,000 in deferred financing costs. On October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), whereas LVAM borrowed the principal amount of $ 3,000,000 interest to be charged at a variable rate to be calculated at the maturity date October 12, 2022 3,000,000 On November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle Bank”) in the amount of $ 40,300,000 . The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five ( 25 ) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %, with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full. The maturity date of November 2, 2023 may be extended to November 2, 2024. As of December 31, 2021, the outstanding principal and interest of the LifeCare agreement approximates $ 39,448,000 , net of deferred financing costs of $ 1,002,000 . 381,000 39,067,000 In October 2017, SHRG issued a Convertible Promissory Note in the principal amount of $ 50,000 (the “Note”) to HWH International, Inc (“HWH International” or the”Holder”). HWH International is affiliated with Heng Fai Ambrose Chan, who became a Director of SHRG April 2020. The Note is convertible into 333,333 shares of SHRG Common Stock. Concurrent with issuance of the Note, SHRG issued to HWH International a detachable warrant to purchase up to an additional 333,333 shares of SHRG Common Stock, at an exercise price of $ 0.15 per share. Under the terms of the Note and the detachable stock warrant, the Holder is entitled to certain financing rights. If SHRG enters into more favorable transactions with a third-party investor, it must notify the Holder and may have to amend and restate the Note and the detachable stock warrant to be identical. In December 2019, SHRG and the holder of the SHRG $ 100,000 convertible note dated April 13, 2018 (the “April 2018Note”) entered into an amendment to the underlying promissory note. Pursuant to the amendment, the parties extended the maturity date of the note to April 2021. In addition, after giving effect to the amendment, the April 2018 Note is non-interest bearing. All other terms of the April 2018 Note remain unchanged. As of the date of this report, this note is currently in default.. SHRG and the holder of the note are discussing options, which may include the conversion in full or in part of the note, and the repayment of any remainder of the note. SHRG intends to conclude these discussions and to settle the April 2018 Note in the foreseeable future. A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2021 are as follows: SCHEDULE OF NOTES PAYABLE AND LONG-TERM DEBT Year Amount 2022 $ 3,916,000 2023 48,471,000 2024 410,000 2025 219,000 2026 338,000 Thereafter 7,315,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 - STOCKHOLDERS’ EQUITY Sales of Equity 740,741 shares of the Company’s common stock, $ 0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #1, the shares were sold to the Underwriter at a public offering price of $ 5.40 ($ 0.18 per shares pre-reverse stock split) per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 111,111 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Feb. 2020 Offering which were exercised. The net offering proceeds to the Company from the Feb. 2020 Offering were approximately $ 4 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The offering was closed on February 25, 2020. Heng Fai Ambrose Chan, the Chairman of the Company’s Board of Directors, purchased $ 2 million of shares in the Feb. 2020 Offering. On May 15, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #2”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “May 2020 Offering”), of 769,230 7.80 115,384 6.2 On July 7, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #3”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering”), of 1,028,800 0.02 6.25 154,320 6.7 On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #4”) with the “Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering #2”), of 453,333 0.02 7.50 38,533 In connection with the Share Exchange for Impact BioMedical described in Note 7, on August 18, 2020, the Company filed a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company, including 47,000 shares of Preferred Stock, with a par value of $ 0.02 , of which 47,000 shares were designated Series A Preferred Stock. The Certificate of Amendment, the form of which was previously disclosed in a Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on July 14, 2020. As described in Note 7, this transaction is a related party transaction. Holders of the Series A Preferred Stock have no voting rights, except as required by applicable law or regulation, and no dividends accrue or are payable on the Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to a liquidation preference at a liquidation value of $ 1,000 46,868,000 1,000 A Preferred Stock has the option to convert each share of Series A Preferred Stock into a number of common shares in the Company equal to the $1,000 liquidation preference divided by a conversion price of $6.48 or 154.32 shares subject to a Beneficial Ownership Limitation of 19.99%, as defined in the Share Exchange Agreement. 7,232,670 4,293 662,500 35,316 5,450,000 7,259 1,120,170 On January 19, 2021, the Company entered into an underwriting agreement, as amended by Amendment No. 1 effective as of January 19, 2021 (the “Jan. 2021 Underwriting Agreement”), with Aegis Capital Corp., as representative of the underwriters, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Jan. 2021 Offering”), of 6,666,666 shares of the Company’s common stock, $ 0.02 par value per share. Subject to the terms and conditions contained in the Jan. 2021 Underwriting Agreement, the shares were offered in a public offering at a price of $ 3.60 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,000,000 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Jan. 2021 Offering. This overallotment was exercised in full. The net offering proceeds to the Company from the Jan. 2021 Offering are approximately $ 24.0 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses On February 4, 2021, the Company entered into an underwriting agreement (the “Feb. 2021 Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters named therein, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Feb. 2021 Offering”), of 12,319,346 shares of the Company’s common stock, $ 0.02 par value per share. Subject to the terms and conditions contained in the Feb. 2021 Underwriting Agreement, the shares were sold at a public offering price of $ 2.80 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,847,901 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Feb. 2021 Offering, which over-allotment option was exercised in full on February 9, 2021. The net offering proceeds to the Company from the Feb. 2021 Offering are approximately $ 39.7 million, including the exercise of the underwriter’s over-allotment option, and after deducting estimated underwriting discounts and commissions and other estimated offering expenses. On May 26, 2021, the Company entered into an underwriting agreement (the “May 2021 Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters named therein, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “May 2021 Offering”), of 29,000,000 0.02 1.50 4,350,000 45.75 On September 3, 2021, DSS entered into a subscription agreement (the “AEI Subscription Agreement”) with AEI, which provided for an investment of up to $ 15,000,000 12,156,000 0.02 1.234 Stock Warrants SCHEDULE OF WARRANT ACTIVITY 2021 2020 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1: 36,514 $ 33.92 40,677 $ 33.52 Granted during the year - - - - Lapsed/terminated (32,958 ) 34.35 (4,163 ) 30.00 Outstanding at December 31: 3,556 $ 30.00 36,514 $ 33.92 Exercisable at December 31: 3,556 $ 30.00 36,514 $ 33.92 Weighted average months remaining 8.4 9.9 The Company did not issue any warrants in 2021 or 2020. Stock Options 50,000 On December 9, 2019, the Company’s shareholders adopted the 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the issuance of an initial 241,204 In addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the shares available under this plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of Directors. 483,125 The following is a summary with respect to options outstanding as of December 31, 2021 and 2020 and activity during the years then ended: SUMMARY OF STOCK OPTION ACTIVITY UNDER STOCK OPTION AND INCENTIVE PLANS 2021 2020 Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Outstanding at January 1, 19,264 $ 150.30 19,264 $ 150.30 Granted - - - - Lapsed/terminated (7,334 ) 39.85 - - Outstanding at December 31, 11,930 $ 218.39 1.18 19,264 $ 150.30 2.2 Exercisable at December 31, 11,930 $ 218.39 1.18 19,264 $ 150.30 2.2 Expected to vest at December 31, 6,597 $ 199.07 - $ 150.30 2.2 Aggregate intrinsic value of outstanding options at December 31, $ - $ - Aggregate intrinsic value of exercisable options at December 31, $ - $ - Aggregate intrinsic value of options expected to vest at December 31, $ - $ - The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes-Merton Option Pricing Model. The Company estimates the expected volatility of the Company’s common stock at the grant date using the historical volatility of the Company’s common stock over the most recent period equal to the expected stock option term. The aggregate grant date fair value of options that vested during 2021 and 2020 was approximately $ 2,000 100,000 Restricted Stock On April 3, 2020, the Company issued an aggregate of 5,833 shares of fully vested restricted stock to members of the Company’s management team of with a two-year lock-up period and had an aggregated grant date fair value of approximately $ 38,000 which is included in stock-based compensation for the year ended December 31, 2020. Stock-Based Compensation 46,000 or less than $ 0.01 basic and diluted earnings per shares ($ 188,000 , or $ 0.05 basic and $ 0.03 diluted earnings per share for the corresponding year ended December 31, 2020, respectively). On April 3, 2020, by unanimous written consent, the Board of Directors authorized the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to certain managers and directors in the amount of 8,900 6.60 5,800 On June 4, 2020, the Company entered into an agreement with an investor relations firm to provide services over a 14-month period in exchange for 21,000 210,000 105,000 On September 23, 2020, by written consent of the Chief Executive Officer and the Chairman of the board, the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to a consultant of the Company in the amount of 20,000 4.48 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for the amount of tax benefits which are not expected to be realized. The following is a summary of the components giving rise to the income tax provision (benefit) for the years ended December 31: The provision (benefit) for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION 2021 2020 Currently payable: Federal $ - $ - State - 5,000 Total currently payable - 5,000 Deferred: Federal (5,336,000 ) 582,000 State (779,000 ) (22,000 ) Foreign (123,000 ) (125,000 ) Total deferred (6,238,000 ) 435,000 Less: (decrease) increase in allowance 2,739,000 (2,215,000 Net deferred (3,499,000 ) (1,774,000 ) Less: tax effect of discontinued operations (533,000 ) - Total income tax benefit $ (4,032,000 ) $ (1,774,000 ) Individual components of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 14,452,000 $ 13,852,000 Unrealized loss on securities 2,598,000 - Equity issued for services 189,000 192,000 Goodwill and other intangibles 21,000 0 Investment in pass-through entity 11,000 12,000 Deferred revenue 176,000 183,000 Operating Lease Liability 47,000 47,000 Other 620,000 605,000 Gross deferred tax assets 18,119,000 14,891,000 Deferred tax liabilities: Goodwill and other intangibles 4,143,000 4,668,000 Unrealized gains - 2,599,000 Right -of-use asset 47.000 47,000 Gross deferred tax liabilities 4.190.000 7,314,000 Less: valuation allowance (13,929,000 ) (11,076,000 ) Net deferred tax liabilities $ - $ (3,499,000 ) The 2017 Tax Cuts and Jobs Act repeals the corporate alternative minimum tax (AMT) and permits existing minimum tax credits carryovers to offset the regular tax liability for any tax year. Further, the credit is refundable for any tax year beginning after December 31, 2017 and before December 31, 2020 in an amount equal to 50 percent of the excess of the minimum tax credit over regular liability. Any remaining credit will be fully refundable for the year ended December 31, 2021. As of December 31, 2021 and 2020, the Company had $ 0 of minimum tax credit included in prepaids and other current assets in the accompanying consolidated balance sheet. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21 Pretax losses from the Company’s foreign subsidiaries amounted to $ 0.7 million and $ 0.4 million for 2021 and 2020, respectively. The balance of pretax earnings or loss for each of those years were domestic. While the Tax Cuts and Jobs Act provides for a territorial tax system, beginning in 2018, it includes the foreign-derived intangible income (“FDII”) and global intangible low-taxed income (“GILTI”) provisions. The Company elected to account for GILTI tax in the period in which it is incurred. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings from its Controlled Foreign Corporations (“CFCs”) in excess of an allowable return on the foreign subsidiary’s tangible assets. The FDII provisions allow for a deduction equal to a percentage of the foreign-derived intangible income of a domestic corporation. As a result of these provisions, the Company did not have any additional tax expense or benefit from either GILTI or FDII. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic uncertainty resulting from the COVID-19 pandemic. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of which were enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Some of the key changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2019, 2020 and 2021, allowing NOLs originating in 2019, 2020 and 2021 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period. During the year ended December 31, 2021, the Company was not able to benefit from these provisions. The Company will continue to monitor additional guidance issued and assess the impact that various provisions will have on its business. At December 31, 2021 and 2020, the Company has approximately $ 58.5 million and $ 56.7 million in federal net operating loss carryforwards (“NOLs”), respectively, available to reduce future taxable income. Under the provisions of the Internal Revenue Code, the net operating losses are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Certain tax attributes are subject to an annual limitation as a result of certain cumulative changes in ownership interest of significant shareholders which could constitute a change of ownership as defined under Internal Revenue Code Section 382. The Company has completed a full analysis of historical ownership changes and determined that a portion of the net operating losses have a limitation on future deductibility. Approximately $ 43.8 6.4 million and $ 6.9 million, and $ 2.1 million and $ 2.2 million, of California and Illinois NOL carry-forwards, respectively, which expire through 2041 . The NOL carry-forwards may be limited in certain circumstances, including ownership change and have been fully reserved via a valuation allowance. The valuation allowance for deferred tax assets increased approximately $ 2,739,000 in the year ended December 31, 2021 and decreased by $ 1,543,000 671,000 2,853,000 3,455,000 SCHEDULE OF CHANGES IN DEFERRED TAX LIABILITIES The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Statutory United States federal rate 21.0 % 21.0 % State income taxes net of federal benefit 1.3 % (9.3 )% Permanent differences - % 2.0 % Other (1.1 )% (8.3 )% Non-controlling interest - % (70.5 )% Foreign taxes - % ( 7.3 ) % PPP loan forgiveness - % (142.2 )% Stock based compensation - % 22.4 % Executive compensation (3.7 ) % 485.2 % Change in valuation allowance (7.7 ) % (1547.5 )% Effective rate 9.8 % (1,239.9 )% The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2021 and 2020 the Company recognized no interest and penalties. The Company files income tax returns in the U.S. federal jurisdiction and various states. The tax years 2017-2020 generally remain open to examination by major taxing jurisdictions to which the Company is subject. |
DEFINED CONTRIBUTION PENSION PL
DEFINED CONTRIBUTION PENSION PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PENSION PLAN | NOTE 14 - DEFINED CONTRIBUTION PENSION PLAN The Company maintains a qualified employee savings plans (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code and which covers all eligible employees. Employees generally become eligible to participate in the 401(k) Plan two months following the employee’s hire date. Employees may contribute a percentage of their earnings, subject to the limitations of the Internal Revenue Code. Commencing on January 1, 2018, the Company matched 100 1 50 3.5 99,000 117,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES The Company has operating leases predominantly for operating facilities. As of December 31, 2021, the remaining lease terms on our operating leases range from one to sixty-three months. Termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as of December 31, 2021. Rent expense for the year ended December 31, 2021 and December 31, 2020 was approximately $ 190,000 and $ 217,000 respectively. Future minimum lease payments as of December 31,2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES Totals 2022 $ 393,000 2023 88,000 2024 37,000 2025 4,000 2026 2,000 Total lease payments 524,000 Less: Imputed Interest (11,000 ) Present value of remaining lease payments $ 513,000 Current $ 393,000 Noncurrent $ 120,000 Weighted-average remaining lease term (years) 1.6 Weighted-average discount rate 4.2 % Employment Agreements 7,276,000 and $ 4,300,000 , respectively, for Mr. Heng Fai Ambrose Chan, an executive of the Company’s DSS Cyber Security Pte. Ltd subsidiary in accordance with the terms of his employment contract. Also, as of December 31, 2021, the minimum severance payments under these employment agreements are, in aggregate, approximately $ 220,000. Legal Proceedings The Apple Litigation On November 26, 2013, DSS Technology Management, Inc. (“DSSTM”) filed suit against Apple, Inc. (“Apple”) in the United States District Court for the Eastern District of Texas, for patent infringement (the “Apple Litigation”). The complaint alleges infringement by Apple of DSSTM’s patents that relate to systems and methods of using low power wireless peripheral devices. DSSTM is seeking a judgment for infringement, injunctive relief, and compensatory damages from Apple. On October 28, 2014, the case was stayed by the District Court pending a determination of Apple’s motion to transfer the case to the Northern District of California. On November 7, 2014, Apple’s motion to transfer the case to the Northern District of California was granted. On December 30, 2014, Apple filed two Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board (“PTAB”) for review of the patents at issue in the case. The PTAB instituted the IPRs on June 25, 2015. The California District Court then stayed the case pending the outcome of those IPR proceedings. Oral arguments of the IPRs took place on March 15, 2016, and on June 17, 2016, PTAB ruled in favor of Apple on both IPR petitions. DSSTM then filed an appeal with the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”) seeking reversal of the PTAB decisions. Oral arguments for the appeal were held on August 9, 2017. On March 23, 2018, the Federal Circuit reversed the PTAB, finding that the PTAB erred when it found the claims of U.S. Patent No. 6,128,290 to be unpatentable. The Federal Circuit affirmed its decision on July 12, 2018, when it denied Apple’s petition for panel rehearing of the Federal Circuit’s Opinion and Judgment issued on March 23, 2018. On July 27, 2018, the District Court judge lifted the Stay resuming the litigation, which had a trial date set for the week of February 24, 2020. On January 14, 2020, the Court in the case DSS Technology Management, Inc. v. Apple, Inc., 4:14-cv-05330-HSG pending in the Northern District of California issued an order that denied DSS’ motion to amend its infringement contentions. In the same order, the Court granted Apple’s motion to strike DSS’ infringement expert report. DSS filed a motion for leave to file a motion for reconsideration of the Court’s order denying DSS the right to amend its infringement contentions and motion to strike DSS infringement expert report. On February 18, 2020, the Court denied DSS’s motion for leave to file a motion for reconsideration. On February 24, 2020, the Court signed a Final Judgment stipulating that Apple was “entitled to a judgment of non-infringement of U.S. Patent No. 6,128,290 as a matter of law.” On March 10, 2020, DSS filed an appeal of this Final Judgment to the United States Court of Appeals for the Federal Circuit under DSS Technology Management v. Apple, Federal Circuit Docket no. 2020-1570. On April 27, 2021, the Court of Appeals heard oral argument, and on April 30, 2021, the Court affirmed the District Court’s judgment. After considering all factors the Company has elected to not pursue any further appeals on this matter. Case is deemed closed. The Ronaldi Litigation In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi’s employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS’ IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,658 in wages from April 11, 2019 through December 31, 2019; (ii) $769 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,385 in alleged paid time off compensation; (iv) $3,077 in alleged unpaid sick time compensation; (v) $26,077 in waiting-time penalties; (vi) $91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS’s performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The court recently ordered Mr. Ronaldi to produce several categories of documents that he sought to withhold. Discovery is ongoing. Additionally, on March 2, 2020 DSS and DSSTM filed a second litigation action against Jeffrey Ronaldi in the State of New York, Supreme Court, County of Monroe, Document Security Systems, Inc. and DSS Technology Management, Inc. vs. Jeffrey Ronaldi, Index No.: 2020002300, alleging acts of self-dealing and conflicts of interest while he served as CEO of both DSS and DSS TM. Mr. Ronaldi filed a Notice of Removal of this civil litigation to the United States District Court for the Western District of New York where it was assigned Case No. 6:20-cv-06265-EAW. Mr. Ronaldi filed a motion seeking to compel DSS to advance his legal fees to defend the action, which motion was fully briefed as of June 30, 2020 and remains pending and undecided. On March 16, 2021 the Western District of New York granted Mr. Ronaldi’s motion to have his defense costs advanced to him during the pendency of the action as they are incurred. On March 26, 2021 Mr. Ronaldi applied to the court for reimbursement of $ 160,896.25 159,771.25 121,672.51 281,443.76 Maiden Biosciences Litigation On February 15, 2021, Maiden Biosciences, Inc. (“Maiden”) commenced an action against DSS, Inc. (“DSS”), Decentralized Sharing Systems, Inc. (“Decentralized”), HWH World, Inc. (“HWH”), RBC Life International, Inc., RBC Life Sciences, Inc (“RBC”)., Frank D. Heuszel (“Heuszel”), Steven E. Brown, Clinton Howard, and Andrew Howard (collectively, “Defendants”). The lawsuit is currently pending in the United States District Court Northern District of Texas, Dallas Division, and is styled and numbered Maiden Biosciences, Inc. v. DSS, Inc., et al., Case No. 3:21-cv-00327. This lawsuit relates to two promissory notes executed by RBC in the 4 th On March 30, 2021, Defendants DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel filed a motion to dismiss seeking to dismiss Maiden’s unjust enrichment, exemplary damages, and RICO claims against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, as well as Maiden’s fraudulent transfer claims against DSS and RBC International, Inc. On August 9, 2021, the Court then entered an order granting in part the motion to dismiss filed on behalf of DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel. Among other things, the Court held that Maiden failed to plausibly plead certain causes of action, including (1) the civil RICO claim against DSS, Decentralized, HWH, RBC Life International, Inc., and Heuszel, (2) the TUFTA claim against DSS, and (3) the unjust enrichment claim against DSS and RBC Life International, Inc. Notably, the Court declined the request to dismiss the TUFTA claim against RBC Life International, Inc. The Court granted Maiden leave to file an amended complaint. Maiden’s deadline to do so is Monday, September 6, 2021. The Company intends to vigorously defend its position. On September 3, 2021, Maiden filed its amended complaint, asserting a single cause of action against the DSS Defendants and RBC for an alleged TUFTA violation. Generally, Maiden is seeking the same relief requested in its original complaint. Maiden, however, has abandoned its request for treble damages. On September 17, 2021, the DSS Defendants filed a motion to dismiss the amended complaint seeking to dismiss Maiden’s TUFTA claim to the extent it seeks to avoid a transfer of assets owned by any of RBC’s subsidiaries, including but not limited to RBC Life Sciences USA, Inc. Further, the motion to dismiss also seeks the dismissal of Maiden’s TUFTA claim against Heuszel. The DSS Defendants’ motion to dismiss the amended complaint will be ripe for determination on or after October 22, 2021. Trial is currently set for December 5, 2022 on the Court’s two-week docket. In addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not been finally adjudicated. Adverse decisions in any of the foregoing may have a material adverse effect on our results of operations, cash flows or our financial condition. The Company accrues for potential litigation losses when a loss is probable and estimable. Contingent Litigation Payments Contingent Payments |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 16 – DISCONTINUED OPERATIONS On August 14, 2020, the Company entered into a final Asset Purchase Agreement to sell substantially all of the assets of Plastic Printing Professionals, Inc. and the Company terminated its production and office personnel and maintained only a few employees to assist in and facilitate the sale of its assets. The financial results for these subsidiaries have been presented as discontinued operations in the accompanying consolidated financial statements. The consideration paid to the Company under the Asset Purchase Agreement for the sale of the assets included a one-time cash payment of $ 683,000 and an additional contingent earn-out payment of an aggregate amount of up to $ 517,000 390,000 No 111,000 000 during the year ended December 31, 2020. These amounts are included in Loss from Discontinued Operations. Included in its Right-of-use assets is the lease of the Company’s facility in Brisbane, Ca. In April 2021, the Company terminated this lease with the landlord effective March 31, 2021, and therefore, wrote off the asset and corresponding liability associated with the lease at March 31, 2021. As of December 31, 2020, $ 744,000 was record as non-current asset held for sale – discontinued operations on the consolidated balance sheet. Also recorded was $ 240,000 of current liabilities held for sale – discontinued operations and $ 505,000 of non-current liabilities held for sale – discontinued operations. The Company has incurred $ 204,000 of cost associated with wind-down activities for the year ended December 31, 2021. On May 7, 2021, the Company completed the sale of 100 % of the capital stock of DSS Digital Inc., the Company’s wholly-owned subsidiary (“DSS Digital”), to Proof Authentication Corporation (the “Buyer”) pursuant to a stock purchase agreement (the “Digital Purchase Agreement”). Pursuant to the terms of the Digital Purchase Agreement, the Buyer purchased DSS Digital for a purchase price of $ 5,000,000 , consisting of $ 3 million in cash; $ 1.5 million in potential earn-out if certain performance targets are met during an earn-out period commencing on the one-year anniversary of the closing and ending the day before the six-year of the closing; and $ 0.5 million in trade credit or license fee rebates. Consistent with the Company’s policy for accounting for gain contingencies, the earn out will be recorded when determined realizable which did not occur during the twelve-months ended December 31, 2021. Also, the Company has not utilized the $ 0.5 million trade credit as of December 31, 2021. The net effect of sale of DSS Digital, inclusive of income tax, is a net gain of $ 2,333,000 . This amount is included in Income (loss) from Discontinued Operations on the accompanying consolidated statement of operations. The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation. DSS, INC. AND SUBSIDIARIES Consolidated Balance Sheets– Assets and Liabilities Held for Sale SCHEDULE OF AND DISCONTINUED OPERATIONS December 31, December 31, 2021 2020 ASSETS Current assets: Cash $ - $ 43,000 Accounts receivable, net - 321,000 Prepaid expenses and other current assets - 167,000 Total current assets - 531,000 Property, plant and equipment, net - 46,000 Right-of-use assets - 744,000 LIABILITIES Current liabilities: Accounts payable - 25,000 Accrued expense - 8,000 Current portion of lease liability - 240,000 Total current liabilities - 273,000 Long term lease liability - 505,000 DSS, INC. AND SUBSIDIARIES Consolidated Statements of Operations - Discontinued Operations For the Year Ended December 31, 2021 2020 Revenue: Technology sales, services and licensing $ - $ 2,045,000 Printed products - 1,602,000 Total revenue - 3,647,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 28,000 1,919,000 Selling, general and administrative (including stock based compensation) 176,000 2,118,000 Depreciation and amortization - 168,000 Impairment of goodwill - 685,000 Total costs and expenses 204,000 4,890,000 Operating loss (204,000 ) (1,243,000 ) Other income (expense): Interest expense - (24,000 ) Gain on extinguishment of debt - 347,000 Gain on disposition of business 2,868,000 279,000 Income (loss) before income taxes 2,664,000 (641,000 ) Income tax expense (535,000 ) - Income (loss) from discontinued operations $ 2,129,000 $ (641,000 ) |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended December 31: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2021 2020 Cash paid for interest $ - $ 185,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ - Termination of right of use lease liability $ 744,000 $ - Shares received for loan origination fee $ (3,000,000 ) $ - Shares received for prepaid loan interest $ (2,440,000 ) $ - Acquisition of APB net assets $ 38,765,000 - Common A Shares issued for prepaid marketing services $ - $ 210,000 Common A Shares issued for Impact BioMedical $ - $ 3,132,000 Non-controlling interest related to Impact BioMedical $ - $ 3,910,000 Series A Preferred Shares issued for Impact BioMedical $ - $ 35,187,000 Notes receivable settled for assets in lieu of cash $ - $ 838,000 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18 - SEGMENT INFORMATION The Company’s nine businesses lines are organized, managed and internally reported as five operating segments. One of these operating segments, Product Packaging, is the Company’s packaging and printing group. Product Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions. These products are designed to provide functionality and marketability while also providing counterfeit protection. A second, Biotechnology, invests in, or acquires companies in the biohealth and biomedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. Biotechnology is also targeting unmet, urgent medical needs. A third operating segment, Securities and Investment Management (“Securities”) was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Further, Securities, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, stable coins and cryptocurrency via a digital asset trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, STO and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). Also in this segment is the Company’s real estate investment trust (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. The fourth segment, Direct, provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. It specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Direct marketing products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe. The fifth business line, Commercial Banking, is organized for the purposes of being a financial network holding company, focused providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. From this financial platform, the Company shall provide an integrated suite of financial services for businesses that shall include commercial business lines of credit, land development financing, inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy. Our segment structure presented below represents a change from the prior year for the inclusion of our Biotechnology, Securities, and Commercial Lending segments and the removal of our Plastics segment, Digital Group and IP Technology Management segment as the Plastics segment was discontinued in 2020, DSS Digital was sold and discontinued in May 2021 and activities surrounding our IP Technology Management segment have significantly decreased. The amounts for these segments have been included in the Corporate reporting segment for the year ended December 31, 2021 and 2020, as necessary, below for reconciliation purposes. Approximate information concerning the Company’s operations by reportable segment for the years ended December 31, 2021, and 2020 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Year Ended December 31, 2021 Product Packaging Commercial Lending Direct Biotechnology Securities Corporate Total Revenue 15,315,000 250,000 3,379,000 83,000 1,196,000 52,000 $ 20,275,000 Depreciation and amortization 612,000 - 461,000 1,113,000 1,833,000 303,000 4,322,000 Interest expense 62,000 - 2,000 1,000 114,000 17,000 196,000 Stock based compensation 3,000 - - - - 43,000 46,000 Income tax benefit 4,032,000 Net income (loss) from continuing operations 2,829,000 (303,000 ) (17,709000 ) (2,536,000 ) (4,582,000 ) (11,749,000 ) (34,050,000 ) Capital expenditures 4,296,000 - 9,798,000 - 56,794,000 189,000 71,077,000 Identifiable assets 25,694,000 32,964,000 50,659,000 56,425,000 64,701,000 54,383,000 284,826,000 Year Ended December 31,2020 Product Commercial Lending Direct Biotechnology p Securities Corporate Total Revenue $ 13,040,000 $ - $ 2,326,000 $ - $ - $ - $ 15,366,000 Depreciation and amortization 736,000 - 28,000 - - 304,000 1,068,000 Interest expense 102,000 - - - 101,000 (20,000 ) 183,000 Stock based compensation 12,000 - - - - 138,000 150,000 Income tax benefit - - - - - 1,774,000 1,774,000 Net income (loss) from continuing operations 1,329,000 - 5,223,000 (440,000 ) (1,066,000 ) (2,986,000 ) 2,060,000 Capital expenditures 260,000 - 49,000 - - 12,000 321,000 Identifiable assets 10,715,000 - 15,009,000 48,118,000 2,820,000 15,257,000 91,919,000 International revenue, which consists of sales to customers with operations in Canada, Western Europe, Latin America, Africa, the Middle East and Asia comprised 11.0 9.0 The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: SCHEDULE OF DISAGGREGATION OF REVENUE Twelve months ended December 31, 2021 Packaging Printing and Fabrication $ 15,187,000 Commercial and Security Printing 352,000 Total Printed Products $ 15,539,000 Twelve months ended December 31, 2020 Packaging Printing and Fabrication $ 11,822,000 Commercial and Security Printing 1,218,000 Total Printed Products $ 13,040,000 Direct Marketing Twelve months ended December 31, 2021 Direct Marketing Internet Sales $ 3,259,000 Total Direct Marketing $ 3,259,000 Twelve months ended December 31, 2020 Direct Marketing Internet Sales $ 2,326,000 Total Direct Marketing $ 2,326,000 Rental Income Twelve months ended December 31, 2021 Rental income $ 1,203,000 Total Rental Income $ 1,203,000 Twelve months ended December 31, 2020 Rental income $ - Total Rental Income $ - Management Fee Income Twelve months ended December 31, 2021 Management fee income $ 24,000 Total Management fee income $ 24,000 Twelve months ended December 31, 2020 Management fee income $ - Total Management fee income $ - Net Investment Income Twelve months ended December 31, 2021 Net investment income $ 250,000 Total Net Investment Income $ 250,000 Twelve months ended December 31, 2020 Net investment income $ - Total Net Investment Income $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On February 25, 2022, DSS, Inc. (the “Company”) entered into an assignment and assumption agreement (the “Assumption Agreement”) with Alset International Limited a Republic of Singapore limited company (“AIL”), pursuant to which DSS has agreed to purchase a convertible promissory note from AIL (the “ Note 8,350,000 415,000 May 15, 2022 21,366,177 8,765,000 0.408 February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset EHome International Inc. (“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, AEI had agreed to purchase 44,619,423 0.3810 17,000,000 3,986,877 1,519,000 largest Heng Fai Ambrose Chan , is the Chairman, Chief Executive Officer and largest shareholder of AEI. On February 28, 2022, the Company entered into a Stock Purchase Agreement with Alset EHome International Inc. (the “True Partner Revised Stock Purchase Agreement”), pursuant to which AEI has agreed to sell a subsidiary holding 62,122,908 17,570,948 62,122,908 Heng Fai Ambrose Chan , is the Chairman, Chief Executive Officer and largest shareholder of AEI. The issuance of the DSS Shares will be subject to the approval of the NYSE American and the Company’s s hareholders |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications – Certain amounts on the accompanying consolidated balance sheets and income statements for the year ended December 31, 2020 have been reclassified to conform to current year presentation. |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable – The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days but up to net 105 for certain customers. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. As of December 31, 2021, the Company established a reserve for doubtful accounts of approximately $ 20,000 ($ 25,000 – 2020). The Company does not accrue interest on past due accounts receivable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. |
Inventory | Inventory – Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”) method. Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of $ 388,000 |
Notes receivable, unearned interest, and related recognition | Notes receivable, unearned interest, and related recognition |
Investments | Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. |
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
Investments in real estate, net | Investments in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. |
Leases | Leases The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period incurred. The Company has elected to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Goodwill | Goodwill – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company performed its annual goodwill impairment test as of December 31, 2021, and no impairment was deemed necessary for the goodwill associated with Premier Packaging Company, APB and Impact BioMedical of approximately $ 1,769,000 , $ 29,744,000 , and $ 25,093,000 , respectively. Consistent with this accounting impairment analysis, the Company determined that due to many factors, including the impact of the COVID-19 outbreak and the related closing of the operations of the Plastic Group, the Company has quantitatively tested the carrying value of its goodwill associated with the DSS Plastics Group and determined that an impairment of the DSS Plastics’ goodwill had occurred and the Company recorded a full goodwill impairment of $ 685,000 during the twelve-months ended December 31, 2020. This impairment has been included in the calculation of the discontinued operations of DSS Plastics group. There was no goodwill impairment recorded during the year ended December 31, 2021. |
Intangible Assets | Intangible Assets |
Long-Lived Assets | Long-Lived Assets |
Related Party Liabilities | Related Party Liabilities 127,179,000 2.5 0 1,100,000 |
Reverse Stock Split | Reverse Stock Split 1-for-30 reverse stock split |
Revenue | Revenue - The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest owed to the Company occurs. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped. As of December 31, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. |
Costs of revenue | Costs of revenue - Costs of revenue includes all direct cost of the Company’s packaging, commercial and security printing sales, primarily, paper, inks, dies, and other consumables, and direct labor, transportation, and manufacturing facility costs. In addition, this category includes all direct costs associated with the manufacturing and procurement of the products sold in the Company’s Direct Marketing line of business as well as with the Company’s technology sales, services and licensing including hardware and software that is resold, third-party fees, and fees paid to inventors or others as a result of technology licenses or settlements, if any. Amortization of intangible assets, patent costs and acquired technology are included in depreciation and amortization on the consolidated statement of operations. Costs of revenue do not include expenses related to product development, integration, and support. These costs are included in research and development, which is a component of selling, general and administrative expenses on the consolidated statement of operations. Legal costs are included in selling, general and administrative. |
Shipping and Handling Costs | Shipping and Handling Costs |
Share-Based Payments | Share-Based Payments |
Sales Commissions | Sales Commissions no |
Contingent Legal Expenses | Contingent Legal Expenses - |
Research and Development | Research and Development 1,080,000 210,000 |
Income Taxes | Income Taxes |
Earnings Per Common Share | Earnings Per Common Share - The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the year ended December 31, 2021, potential dilutive instruments includes both warrants and options of 3,556 11,930 47,000 preferred shares, convertible into 7,233,000 common shares, for the period they were outstanding resulting in an additional 2,471,000 shares for the year ended December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk During 2021, two customers accounted for approximately 27% and 14% of our consolidated revenue. As of December 31, 2021, these two customers accounted for approximately 29% and 19% of our consolidated trade accounts receivable balance. As of December 31, 2020, these two customers accounted for approximately 20% 18% of our consolidated revenue and 41% and 19% |
Acquisitions | Acquisitions - In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations (“Topic 805”): Clarifying the Definition of a Business (“ASU 2017-01”). The guidance is intended to assist entities with evaluating whether a set of transferred assets and activities is a business. Under this guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If the threshold is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. See Note 7 regarding the acquisitions. |
Business Combinations | Business Combinations Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application of business combination accounting requires the use of significant estimates and assumptions. |
Discontinued Operations | Discontinued Operations – On April 20, 2020, the Company executed a nonbinding letter of intent with a perspective buyer for the sale of certain assets of its plastic printing business line, which it operated under Plastic Printing Professionals, Inc. (“DSS Plastics”), a wholly-owned subsidiary of the Company. That sale was consummated and closed on August 14, 2020. The remaining assets of DSS Plastics were either sold, separately disposed, or retained by other existing DSS businesses lines. Accordingly, the operations of DSS Plastics have been discontinued. Based on the magnitude of DSS Plastics’ historical revenue to the Company and because the Company has exited the production of laminated and surface printed cards, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 205—Discontinued Operations. The major classes of assets and liabilities of DSS Plastics are classified as Held for Sale – Discontinued Operations on the Consolidated Balance Sheets and the operating results of the discontinued operations is reflected on the Consolidated Statements of Operations and Comprehensive Income (Loss) as Loss from Discontinued Operations. See Note 16. On May 7, 2021, the Company completed the sale of 100 % of the capital stock of DSS Digital Inc. (“DSS Digital”), the Company’s wholly owned subsidiary, which researched, developed, marketed, and sold the Company’s digital products worldwide. Based on the magnitude of DSS Digital’s historical revenue to the Company and because the Company has exited the brand authentication services, functional anti-counterfeiting technology and technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing, this sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for this sale as required by Accounting Standards Codification 210-05—Discontinued Operations. See Note 16. |
Newly Adopted and Recent Accounting Pronouncements | Newly Adopted and Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt ASU 2019-12 effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements |
Impact of COVID-19 Outbreak | Impact of COVID-19 Outbreak |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY 2021 2020 Finished Goods $ 7,705,000 $ 1,544,000 Work in Process 512,000 280,000 Raw Materials 2,551,000 131,000 Inventory Gross $ 10,768,000 $ 1,955,000 Less allowance for obsolescence (388,000 ) - Inventory Net $ 10,380,000 $ 1,955,000 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF CASH AND MARKETABLE SECURITIES BY SIGNIFICANT INVESTMENT CATEGORY | The following tables show the Company’s cash and marketable securities by significant investment category as of December 31, 2021 and December 31, 2020: SCHEDULE OF CASH AND MARKETABLE SECURITIES BY SIGNIFICANT INVESTMENT CATEGORY 2021 Adjusted Cost Unrealized Gain Fair Value Cash and Cash Equivalents Restricted Cash Marketable Securities Notes Receivable Investments Cash $ 50,286,000 $ - $ 50,286,000 $ 50,286,000 $ - $ - $ - $ - Restricted Cash - - - - - - - - Level 1 Money Market Funds 6,309,000 - 6,309,000 6,309,000 - - - - Marketable Securities 12,993,000 1,544,000 14,537,000 - - 14,537,000 - - Level 2 Warrants 3,318,000 - 3,318,000 - - - 3,318,000 Convertible securities 1,023,000 - 1,023,000 - - - - 1,023,000 Total $ 73,929,000 $ 1,544,000 $ 75,473,000 $ 56,595,000 $ - $ 14,537,000 $ -0 $ 4,341,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,690,000 $ - $ 1,690,000 $ 1,690,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,524,000 $ 3,851,000 $ 15,375,000 $ 5,183,000 $ 9,136,000 $ 1,056,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION | The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of APB as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 (unaudited) 2020 (unaudited) Revenue $ 20,337,000 $ 10,233,000 Net (loss)/income $ (32,217,000 ) $ 1,778,000 Basic (loss)/earnings per share $ (0.63 ) $ 0.63 Diluted (loss)/earnings per share $ (0.63 ) $ 0.46 |
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION | The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of SHRG as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 (unaudited) 2020 (unaudited) Revenue $ 61,784,000 $ 102,308,000 Net (loss)/income $ (37,236,000 ) $ 4,675,000 Basic (loss)/earnings per share $ (0.72 ) $ 1.32 Diluted (loss)/earnings per share $ (0.72 ) $ 0.78 |
Sharing Services Global Corporation [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION | The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of SHRG as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 (unaudited) 2020 (unaudited) Revenue $ 61,784,000 $ 102,308,000 Net (loss)/income $ (37,236,000 ) $ 4,675,000 Basic (loss)/earnings per share $ (0.72 ) $ 1.32 Diluted (loss)/earnings per share $ (0.72 ) $ 0.78 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment consisted of the following as of December 31: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Life 2021 2020 Machinery and equipment 5 - 10 years $ 7,005,000 $ 6,866,000 Building and improvements 39 years 11,234,000 1,976,000 Land 185,000 185,000 Furniture and fixtures 7 years 397,000 130,000 Software and websites 3 years 1,099,000 298,000 Construction in progress 4,208,000 33,000 Total Cost 24,128,000 9,472,000 Less accumulated depreciation 6,454,000 5,372,000 Property, plant and equipment, net $ 17,674,000 $ 4,100,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets are comprised of the following: SCHEDULE OF INTANGIBLE ASSETS 2021 2020 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology assets 20 $ 22,260,000 $ 1,113,000 $ 21,147,000 $ 22,260,000 $ - $ 22,260,000 Acquired intangibles customer lists, licenses, site/tenant improvements, in-place and favorable or unfavorable leases 1 11 19,529,000 2,162,000 17,367,000 1,259,000 330,000 929,000 Acquired intangibles patents and patent rights 500,000 500,000 - 500,000 500,000 - Patent application costs Varied (1) 1,052,000 936,000 116,000 1,178,000 911,000 267,000 $ 43,341,000 $ 4,711,000 $ 38,630,000 $ 25,197,000 $ 1,741,000 $ 23,456,000 (1) Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2021, the weighted average remaining useful life of these assets in service was approximately 3.6 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS | Expected amortization for each of the five succeeding fiscal years is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year Amount 2022 8,237,000 2023 2,686,000 2024 2,142,000 2025 2,471,000 2026 2,021,000 |
ACCRUED EXPENSES AND DEFERRED_2
ACCRUED EXPENSES AND DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses And Deferred Revenue | |
SUMMARY OF ACCRUED EXPENSES AND DEFERRED REVENUE | Accrued expenses and deferred revenue consist of the following for the years ended December 31, SUMMARY OF ACCRUED EXPENSES AND DEFERRED REVENUE 2021 2020 Customer deposits $ 160,000 $ 25,000 Deferred revenue 1,348,000 - Accrued wages 11,992,000 4,665,000 Employee stock warrants liabilities 1,070,000 - Settlement liability 342,000 - Uncertain tax positions 922,000 - Accrued expenses 4,024,000 565,000 Sales tax payable 1,322,000 5,000 Accrued expenses and deferred revenue $ 21,180,000 $ 5,260,000 |
SHORT TERM AND LONG-TERM DEBT (
SHORT TERM AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE AND LONG-TERM DEBT | A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2021 are as follows: SCHEDULE OF NOTES PAYABLE AND LONG-TERM DEBT Year Amount 2022 $ 3,916,000 2023 48,471,000 2024 410,000 2025 219,000 2026 338,000 Thereafter 7,315,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | Stock Warrants SCHEDULE OF WARRANT ACTIVITY 2021 2020 Weighted Weighted Average Average Exercise Exercise Warrants Price Warrants Price Outstanding at January 1: 36,514 $ 33.92 40,677 $ 33.52 Granted during the year - - - - Lapsed/terminated (32,958 ) 34.35 (4,163 ) 30.00 Outstanding at December 31: 3,556 $ 30.00 36,514 $ 33.92 Exercisable at December 31: 3,556 $ 30.00 36,514 $ 33.92 Weighted average months remaining 8.4 9.9 |
SUMMARY OF STOCK OPTION ACTIVITY UNDER STOCK OPTION AND INCENTIVE PLANS | The following is a summary with respect to options outstanding as of December 31, 2021 and 2020 and activity during the years then ended: SUMMARY OF STOCK OPTION ACTIVITY UNDER STOCK OPTION AND INCENTIVE PLANS 2021 2020 Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Number of Options Weighted Average Exercise Price Weighted Average life Remaining (Years) Outstanding at January 1, 19,264 $ 150.30 19,264 $ 150.30 Granted - - - - Lapsed/terminated (7,334 ) 39.85 - - Outstanding at December 31, 11,930 $ 218.39 1.18 19,264 $ 150.30 2.2 Exercisable at December 31, 11,930 $ 218.39 1.18 19,264 $ 150.30 2.2 Expected to vest at December 31, 6,597 $ 199.07 - $ 150.30 2.2 Aggregate intrinsic value of outstanding options at December 31, $ - $ - Aggregate intrinsic value of exercisable options at December 31, $ - $ - Aggregate intrinsic value of options expected to vest at December 31, $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION | The provision (benefit) for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION 2021 2020 Currently payable: Federal $ - $ - State - 5,000 Total currently payable - 5,000 Deferred: Federal (5,336,000 ) 582,000 State (779,000 ) (22,000 ) Foreign (123,000 ) (125,000 ) Total deferred (6,238,000 ) 435,000 Less: (decrease) increase in allowance 2,739,000 (2,215,000 Net deferred (3,499,000 ) (1,774,000 ) Less: tax effect of discontinued operations (533,000 ) - Total income tax benefit $ (4,032,000 ) $ (1,774,000 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Individual components of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 14,452,000 $ 13,852,000 Unrealized loss on securities 2,598,000 - Equity issued for services 189,000 192,000 Goodwill and other intangibles 21,000 0 Investment in pass-through entity 11,000 12,000 Deferred revenue 176,000 183,000 Operating Lease Liability 47,000 47,000 Other 620,000 605,000 Gross deferred tax assets 18,119,000 14,891,000 Deferred tax liabilities: Goodwill and other intangibles 4,143,000 4,668,000 Unrealized gains - 2,599,000 Right -of-use asset 47.000 47,000 Gross deferred tax liabilities 4.190.000 7,314,000 Less: valuation allowance (13,929,000 ) (11,076,000 ) Net deferred tax liabilities $ - $ (3,499,000 ) |
SCHEDULE OF CHANGES IN DEFERRED TAX LIABILITIES | SCHEDULE OF CHANGES IN DEFERRED TAX LIABILITIES |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Statutory United States federal rate 21.0 % 21.0 % State income taxes net of federal benefit 1.3 % (9.3 )% Permanent differences - % 2.0 % Other (1.1 )% (8.3 )% Non-controlling interest - % (70.5 )% Foreign taxes - % ( 7.3 ) % PPP loan forgiveness - % (142.2 )% Stock based compensation - % 22.4 % Executive compensation (3.7 ) % 485.2 % Change in valuation allowance (7.7 ) % (1547.5 )% Effective rate 9.8 % (1,239.9 )% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES | Future minimum lease payments as of December 31,2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES Totals 2022 $ 393,000 2023 88,000 2024 37,000 2025 4,000 2026 2,000 Total lease payments 524,000 Less: Imputed Interest (11,000 ) Present value of remaining lease payments $ 513,000 Current $ 393,000 Noncurrent $ 120,000 Weighted-average remaining lease term (years) 1.6 Weighted-average discount rate 4.2 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF AND DISCONTINUED OPERATIONS | The following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation. DSS, INC. AND SUBSIDIARIES Consolidated Balance Sheets– Assets and Liabilities Held for Sale SCHEDULE OF AND DISCONTINUED OPERATIONS December 31, December 31, 2021 2020 ASSETS Current assets: Cash $ - $ 43,000 Accounts receivable, net - 321,000 Prepaid expenses and other current assets - 167,000 Total current assets - 531,000 Property, plant and equipment, net - 46,000 Right-of-use assets - 744,000 LIABILITIES Current liabilities: Accounts payable - 25,000 Accrued expense - 8,000 Current portion of lease liability - 240,000 Total current liabilities - 273,000 Long term lease liability - 505,000 DSS, INC. AND SUBSIDIARIES Consolidated Statements of Operations - Discontinued Operations For the Year Ended December 31, 2021 2020 Revenue: Technology sales, services and licensing $ - $ 2,045,000 Printed products - 1,602,000 Total revenue - 3,647,000 Costs and expenses: Cost of revenue, exclusive of depreciation and amortization 28,000 1,919,000 Selling, general and administrative (including stock based compensation) 176,000 2,118,000 Depreciation and amortization - 168,000 Impairment of goodwill - 685,000 Total costs and expenses 204,000 4,890,000 Operating loss (204,000 ) (1,243,000 ) Other income (expense): Interest expense - (24,000 ) Gain on extinguishment of debt - 347,000 Gain on disposition of business 2,868,000 279,000 Income (loss) before income taxes 2,664,000 (641,000 ) Income tax expense (535,000 ) - Income (loss) from discontinued operations $ 2,129,000 $ (641,000 ) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | Supplemental cash flow information for the years ended December 31: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2021 2020 Cash paid for interest $ - $ 185,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ - Termination of right of use lease liability $ 744,000 $ - Shares received for loan origination fee $ (3,000,000 ) $ - Shares received for prepaid loan interest $ (2,440,000 ) $ - Acquisition of APB net assets $ 38,765,000 - Common A Shares issued for prepaid marketing services $ - $ 210,000 Common A Shares issued for Impact BioMedical $ - $ 3,132,000 Non-controlling interest related to Impact BioMedical $ - $ 3,910,000 Series A Preferred Shares issued for Impact BioMedical $ - $ 35,187,000 Notes receivable settled for assets in lieu of cash $ - $ 838,000 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT | Approximate information concerning the Company’s operations by reportable segment for the years ended December 31, 2021, and 2020 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Year Ended December 31, 2021 Product Packaging Commercial Lending Direct Biotechnology Securities Corporate Total Revenue 15,315,000 250,000 3,379,000 83,000 1,196,000 52,000 $ 20,275,000 Depreciation and amortization 612,000 - 461,000 1,113,000 1,833,000 303,000 4,322,000 Interest expense 62,000 - 2,000 1,000 114,000 17,000 196,000 Stock based compensation 3,000 - - - - 43,000 46,000 Income tax benefit 4,032,000 Net income (loss) from continuing operations 2,829,000 (303,000 ) (17,709000 ) (2,536,000 ) (4,582,000 ) (11,749,000 ) (34,050,000 ) Capital expenditures 4,296,000 - 9,798,000 - 56,794,000 189,000 71,077,000 Identifiable assets 25,694,000 32,964,000 50,659,000 56,425,000 64,701,000 54,383,000 284,826,000 Year Ended December 31,2020 Product Commercial Lending Direct Biotechnology p Securities Corporate Total Revenue $ 13,040,000 $ - $ 2,326,000 $ - $ - $ - $ 15,366,000 Depreciation and amortization 736,000 - 28,000 - - 304,000 1,068,000 Interest expense 102,000 - - - 101,000 (20,000 ) 183,000 Stock based compensation 12,000 - - - - 138,000 150,000 Income tax benefit - - - - - 1,774,000 1,774,000 Net income (loss) from continuing operations 1,329,000 - 5,223,000 (440,000 ) (1,066,000 ) (2,986,000 ) 2,060,000 Capital expenditures 260,000 - 49,000 - - 12,000 321,000 Identifiable assets 10,715,000 - 15,009,000 48,118,000 2,820,000 15,257,000 91,919,000 |
SCHEDULE OF DISAGGREGATION OF REVENUE | Printed Products Revenue Information: SCHEDULE OF DISAGGREGATION OF REVENUE Twelve months ended December 31, 2021 Packaging Printing and Fabrication $ 15,187,000 Commercial and Security Printing 352,000 Total Printed Products $ 15,539,000 Twelve months ended December 31, 2020 Packaging Printing and Fabrication $ 11,822,000 Commercial and Security Printing 1,218,000 Total Printed Products $ 13,040,000 Direct Marketing Twelve months ended December 31, 2021 Direct Marketing Internet Sales $ 3,259,000 Total Direct Marketing $ 3,259,000 Twelve months ended December 31, 2020 Direct Marketing Internet Sales $ 2,326,000 Total Direct Marketing $ 2,326,000 Rental Income Twelve months ended December 31, 2021 Rental income $ 1,203,000 Total Rental Income $ 1,203,000 Twelve months ended December 31, 2020 Rental income $ - Total Rental Income $ - Management Fee Income Twelve months ended December 31, 2021 Management fee income $ 24,000 Total Management fee income $ 24,000 Twelve months ended December 31, 2020 Management fee income $ - Total Management fee income $ - Net Investment Income Twelve months ended December 31, 2021 Net investment income $ 250,000 Total Net Investment Income $ 250,000 Twelve months ended December 31, 2020 Net investment income $ - Total Net Investment Income $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Dec. 23, 2021 | Sep. 13, 2021 | Sep. 09, 2021 | Aug. 21, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 22, 2020 | Oct. 31, 2017 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | $ 0.02 | |||||||
Shares Issued, Price Per Share | $ 0.15 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 47,000 | ||||||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 483,334 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | ||||||||
Shares Issued, Price Per Share | $ 6.48 | ||||||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | Series A Preferred Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 46,868 | ||||||||
American Pacific Bancorp [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 6,666,700 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 40,000,000 | ||||||||
Business Acquisition, Share Price | $ 6 | ||||||||
Equity method ownerhsip percentage | 200.00% | ||||||||
American Pacific Bancorp [Member] | Common Class A [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||
American Pacific Bancorp [Member] | Stock Purchase Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 40,000,200 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,666,700 | ||||||||
Business Acquisition, Share Price | $ 6 | ||||||||
American Pacific Bancorp [Member] | Stock Purchase Agreement [Member] | Common Class A [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||
Liquid Asset Limited Management Limited [Member] | Stock Purchase Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Business Acquisition, Description of Acquired Entity | Under the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction DFMI would own 60% of LVAM and HR1 would own 40% | ||||||||
Sharing Services Global Corp [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Equity method investment, description | On December 23, 2021, DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via a private placement. With this purchase, DSS increased its ownership of voting shares from approximately 47% of SHRG to approximately 58%. SHRG aims to build shareholder value by developing or acquiring businesses that increase the Company’s product and services portfolio, business competencies and geographic reach. | ||||||||
Shares purchased during period | 50,000,000 | ||||||||
Share price | $ 0.06 | ||||||||
Equity method ownerhsip percentage | 58.00% | 20.00% | |||||||
Sharing Services Global Corp [Member] | Common Class A [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Equity method ownerhsip percentage | 46.80% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 07, 2021 | May 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 18, 2021 | Dec. 31, 2019 |
Product Information [Line Items] | ||||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 20,000 | $ 25,000 | ||||
Inventory | $ 388,000 | |||||
Goodwill | 56,606,000 | 26,862,000 | ||||
Due from related parties | $ 2,829,000 | |||||
Reverse split stock | 1-for-30 reverse stock split | |||||
Sales commissions | 0 | |||||
Research and development | 1,080,000 | $ 210,000 | ||||
Dilutive securities | $ 3,556 | |||||
Dilutive instruments | 11,930 | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 2,471,000 | |||||
Sale of Stock, Percentage of Ownership after Transaction | 100.00% | |||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 27.00% | |||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 29.00% | 41.00% | ||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 14.00% | 20.00% | ||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 19.00% | 19.00% | ||||
Preferred Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Weighted average diluted, assumed conversion of preferred shares | 47,000 | |||||
Common Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Conversion of Stock, Shares Converted | 7,233,000 | |||||
DSS Plastics Group [Member] | ||||||
Product Information [Line Items] | ||||||
Goodwill, Impairment Loss | $ 685,000 | |||||
HWH Korea [Member] | ||||||
Product Information [Line Items] | ||||||
Number of shares owned | 127,179,000 | |||||
Periodic fee remittance percentage | 2.50% | |||||
Due from related parties | $ 0 | $ 1,100,000 | ||||
Premier Packaging Corp [Member] | ||||||
Product Information [Line Items] | ||||||
Goodwill | 1,769,000 | |||||
American Pacific Bancorp [Member] | ||||||
Product Information [Line Items] | ||||||
Goodwill | 29,744,000 | |||||
Impact BioMedical, Inc. [Member] | ||||||
Product Information [Line Items] | ||||||
Goodwill | $ 25,093,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 7,705,000 | $ 1,544,000 |
Work in Process | 512,000 | 280,000 |
Raw Materials | 2,551,000 | 131,000 |
Inventory Gross | 10,768,000 | 1,955,000 |
Less allowance for obsolescence | (388,000) | |
Inventory Net | $ 10,380,000 | $ 1,955,000 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | Oct. 28, 2021 | Oct. 25, 2021 | Oct. 07, 2021 | Sep. 23, 2021 | Aug. 30, 2021 | May 14, 2021 | May 13, 2021 | Jun. 05, 2020 | Oct. 10, 2019 | Jun. 13, 2019 | Sep. 23, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 18, 2021 | Feb. 21, 2021 | Feb. 08, 2021 | Dec. 31, 2019 | Oct. 31, 2017 |
Debt interest rate | 4.25% | ||||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2022 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 537,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 6,155,000 | $ 100,000 | $ 50,000 | ||||||||||||||||
Debt Instrument, Redemption, Description | In addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the shares available under this plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of Directors. | ||||||||||||||||||
Gain loss on debt | $ 116,000 | $ 622,000 | |||||||||||||||||
Asili Agreement [Member] | |||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 25, 2022 | ||||||||||||||||||
Notes Receivable, Related Parties | 784,000 | ||||||||||||||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||||||||||||||
Debt description | The Asili Agreement contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest in Asili, at a ratio of $1,000,000 to 10%. APB, as holder of the Asili Agreement, has the right to elect one member to the Asili Board of Managers. | ||||||||||||||||||
Sentinel Brokers Company Inc [Member] | |||||||||||||||||||
Debt interest rate | 6.65% | ||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||
Outstanding principal and interest | 3,540,000 | ||||||||||||||||||
Convertible Promissory Note [Member] | Sentinel Brokers Company Inc [Member] | |||||||||||||||||||
Debt Instrument, Maturity Date | May 13, 2023 | ||||||||||||||||||
Notes Receivable, Related Parties | $ 600,000 | 0 | |||||||||||||||||
District Note [Member] | |||||||||||||||||||
Debt interest rate | 4.15% | 4.15% | |||||||||||||||||
Debt Instrument, Maturity Date | Sep. 22, 2022 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 3,500,000 | $ 3,500,000 | |||||||||||||||||
Debt Instrument, Redemption, Description | This note may be redeemed prior to maturity with 10 days written notice to APB at a price equal to principal plus interest accrued on the redemption date. | ||||||||||||||||||
West Park Note [Member] | |||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 28, 2022 | ||||||||||||||||||
Notes Receivable, Related Parties | 700,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | ||||||||||||||||||
Leopoldo Bustamate [Member] | |||||||||||||||||||
Debt interest rate | 12.50% | 15.00% | 15.00% | ||||||||||||||||
Debt Instrument, Maturity Date | May 15, 2023 | May 14, 2021 | May 15, 2020 | ||||||||||||||||
Debt Instrument, Face Amount | $ 249,540 | $ 249,540 | $ 249,540 | ||||||||||||||||
Notes payable | $ 260,000 | ||||||||||||||||||
HWH Ltd Note [Member] | |||||||||||||||||||
Debt interest rate | 18.00% | ||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | Jan. 1, 2022 | |||||||||||||||||
Debt Instrument, Face Amount | $ 52,000 | ||||||||||||||||||
Notes payable | $ 52,000 | ||||||||||||||||||
SHRG and 1044PRO, LLC [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 204,879 | ||||||||||||||||||
Notes payable | $ 193,000 | ||||||||||||||||||
Long-term Line of Credit | 250,000 | ||||||||||||||||||
Gain loss on debt | $ 115,000 | ||||||||||||||||||
Ownership percentage | 10.00% | ||||||||||||||||||
Sharing Services Global Corporation [Member] | |||||||||||||||||||
Notes payable | 15,000 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 5,105,000 | ||||||||||||||||||
Maximum [Member] | Asili Agreement [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||||||||||||
Century TBD Holdings, LLC [Member] | |||||||||||||||||||
Outstanding principal and interest | $ 500,000 | ||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 19.80% | ||||||||||||||||||
Debt interest rate | 6.00% | ||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 9, 2021 | ||||||||||||||||||
Century TBD Holdings, LLC [Member] | Maximum [Member] | |||||||||||||||||||
Outstanding principal and interest | $ 500,000 | ||||||||||||||||||
West Park Capital Inc [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 7.50% | ||||||||||||||||||
GSX Group Limited [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Outstanding principal and interest | 829,000 | $ 800,000 | |||||||||||||||||
Debt interest rate | 4.00% | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.05 | ||||||||||||||||||
Dustin Crum [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Outstanding principal and interest | 197,000 | $ 206,000 | |||||||||||||||||
Debt interest rate | 6.50% | ||||||||||||||||||
Puradigm LLC [Member] | Secured Convertible Notes [Member] | |||||||||||||||||||
Debt Instrument, Maturity Date | May 14, 2023 | ||||||||||||||||||
Puradigm LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Outstanding principal and interest | $ 5,000,000 | $ 5,081,000 | |||||||||||||||||
Debt interest rate | 6.65% | 18.00% | |||||||||||||||||
Sharing Services Global Corporation [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 106,404 |
SCHEDULE OF CASH AND MARKETABLE
SCHEDULE OF CASH AND MARKETABLE SECURITIES BY SIGNIFICANT INVESTMENT CATEGORY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | $ 73,929,000 | $ 11,524,000 |
Unrealized Gain/(Loss) | 1,544,000 | 3,851,000 |
Fair Value | 75,473,000 | 15,375,000 |
Cash and Cash Equivalents | 56,595,000 | 5,183,000 |
Restricted cash | ||
Current Marketable Securities | 14,537,000 | 9,136,000 |
Notes Receivable | 0 | |
Investments | 4,341,000 | 1,056,000 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 3,318,000 | 700,000 |
Unrealized Gain/(Loss) | 356,000 | |
Fair Value | 3,318,000 | 1,056,000 |
Cash and Cash Equivalents | ||
Current Marketable Securities | ||
Investments | 3,318,000 | 1,056,000 |
Restricted Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | ||
Unrealized Gain/(Loss) | ||
Fair Value | ||
Cash and Cash Equivalents | ||
Restricted cash | ||
Current Marketable Securities | ||
Notes Receivable | ||
Investments | ||
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 50,286,000 | |
Unrealized Gain/(Loss) | ||
Fair Value | 50,286,000 | |
Cash and Cash Equivalents | 50,286,000 | |
Restricted cash | ||
Current Marketable Securities | ||
Notes Receivable | ||
Investments | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 6,309,000 | 3,493,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 6,309,000 | 3,493,000 |
Cash and Cash Equivalents | 6,309,000 | 3,493,000 |
Restricted cash | ||
Current Marketable Securities | ||
Notes Receivable | ||
Investments | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 12,993,000 | 5,641,000 |
Unrealized Gain/(Loss) | 1,544,000 | 3,495,000 |
Fair Value | 14,537,000 | 9,136,000 |
Cash and Cash Equivalents | ||
Restricted cash | ||
Current Marketable Securities | 14,537,000 | 9,136,000 |
Notes Receivable | ||
Investments | ||
Investment Unconsolidated Subsidiaries [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 1,023,000 | |
Fair Value | 1,023,000 | |
Cash and Cash Equivalents | ||
Restricted cash | ||
Current Marketable Securities | ||
Notes Receivable | ||
Investments | $ 1,023,000 | |
Cash and Cash Equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 1,690,000 | |
Unrealized Gain/(Loss) | ||
Fair Value | 1,690,000 | |
Cash and Cash Equivalents | 1,690,000 | |
Current Marketable Securities | ||
Investments |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) | Sep. 03, 2021shares | Jul. 22, 2021USD ($)shares | May 13, 2021USD ($) | Apr. 01, 2021USD ($)$ / shares | Mar. 18, 2021USD ($)shares | Mar. 15, 2021$ / sharesshares | Dec. 19, 2020USD ($)shares | Sep. 10, 2020USD ($) | Jun. 25, 2020shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Jun. 18, 2021 | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares | Oct. 31, 2017$ / shares |
Class of Warrant or Right, Outstanding | shares | 1,271,792.91 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | shares | 1,291,000 | ||||||||||||||||||
Investments and Other Noncurrent Assets | $ 11,001,000 | $ 11,001,000 | $ 11,001,000 | $ 1,788,000 | $ 2,154,000 | ||||||||||||||
Warrants percentage | 7.00% | ||||||||||||||||||
Unrealized Gain (Loss) on Investments | 1,544,000 | $ 3,851,000 | |||||||||||||||||
Number of common stock issued, value | 121,781,000 | 20,195,000 | |||||||||||||||||
Investments equity method | 1,080,000 | 1,080,000 | 1,080,000 | 12,234,000 | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.15 | ||||||||||||||||||
Investments | $ 4,341,000 | $ 4,341,000 | $ 4,341,000 | 1,056,000 | |||||||||||||||
Debt Instrument, Maturity Date | May 31, 2022 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||||||||||||||||||
Vivacitas Agreement [Member] | |||||||||||||||||||
Ownership, percentage | 16.00% | 16.00% | 16.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 1,000,000 | ||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,000,000 | ||||||||||||||||||
Security Purchase Agreement [Member] | |||||||||||||||||||
Investments equity method | $ 1,400,000 | ||||||||||||||||||
Equity Method Investment, Description of Principal Activities | In September 2021, the SHRG, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the SHRG invested $1.4 million in Stemtech in exchange for: (a) a Convertible Promissory Note in the amount of $1.4 million in favor of the SHRG (the “Convertible Note”) and (b) a detachable Warrant to purchase shares of GNTW common stock (the “GNTW Warrant”). Stemtech is a subsidiary of GNTW. As an inducement to enter into the SPA, GNTW agreed to pay to the SHRG an origination fee of $500,000, payable in shares of GNTW’s common stock. The Convertible Note matures on September 9, 2024, bears interest at the annual rate of 10%, and is convertible, at the option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the closing price per share of GNTW’s common stock during the 30-day period ended September 19, 2021. The GNTW Warrant expires on September 13, 2024 and conveys the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated based on the closing price per share of GTNW’s common stock during the 10-day period ended September 13, 2021. | ||||||||||||||||||
Convertible note | 1,400,000 | ||||||||||||||||||
Origination fee | $ 500,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 9, 2024 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Security Purchase Agreement [Member] | GTNW [Member] | |||||||||||||||||||
Unrealized Gain (Loss) on Investments | $ 1,200,000 | $ 3,300,000 | |||||||||||||||||
Beginning balance, shares | shares | 154,173 | ||||||||||||||||||
Membership Unit Purchase Agreement [Member] | |||||||||||||||||||
Unrealized Gain (Loss) on Investments | 59,629 | ||||||||||||||||||
Ownership, percentage | 30.75% | ||||||||||||||||||
Payments to Acquire Equity Method Investments | $ 1,537,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of common stock issued, value | $ 1,347,000 | $ 68,000 | |||||||||||||||||
Beginning balance, shares | shares | 12,156,000 | 67,340,000 | 3,434,000 | ||||||||||||||||
BMI Capital International LLC [Member] | |||||||||||||||||||
Ownership, percentage | 24.90% | ||||||||||||||||||
Investments equity method | $ 19,000 | $ 19,000 | $ 19,000 | ||||||||||||||||
BMI Capital International LLC [Member] | Maximum [Member] | |||||||||||||||||||
Ownership, percentage | 20.00% | 20.00% | 20.00% | ||||||||||||||||
Impact Oncology PTE Ltd [Member] | |||||||||||||||||||
Options to purchase additional shares | shares | 250,000 | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 2,480,000 | ||||||||||||||||||
Sentinel Brokers Company Inc [Member] | |||||||||||||||||||
Ownership, percentage | 24.90% | ||||||||||||||||||
Ownership, percentage | 50.10% | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 300,000 | ||||||||||||||||||
Investments | $ 750,000 | ||||||||||||||||||
Outstanding Remaining Membership Interest | 25.00% | ||||||||||||||||||
Alset International Limited [Member] | |||||||||||||||||||
Investment Owned, Balance, Shares | shares | 21,196,552 | 21,196,552 | |||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 105,982,759 | 105,982,759 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | (per share) | $ 0.0298 | $ 0.040 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | shares | 61,977,577 | ||||||||||||||||||
Total cost of warrant | $ 1,829,000 | ||||||||||||||||||
Singapore eDevelopment Limited [Member] | |||||||||||||||||||
Marketable Securities | $ 4,909,000 | $ 4,909,000 | $ 4,909,000 | $ 6,830,000 | |||||||||||||||
Unrealized Gain (Loss) on Investments | $ 1,920,000 | $ 3,384,200 | |||||||||||||||||
DSS Securities, Inc. [Member] | |||||||||||||||||||
Ownership, percentage | 14.90% | ||||||||||||||||||
Number of common stock issued, value | $ 100,000 | ||||||||||||||||||
Ownership, percentage | 10.00% | ||||||||||||||||||
Acquistion description | On or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company’s CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. There was minimal activity for the year ended December 31, 2021. | ||||||||||||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | |||||||||||||||||||
Ownership, percentage | 4.99% | ||||||||||||||||||
Number of common stock issued, value | $ 630,000 | ||||||||||||||||||
Beginning balance, shares | shares | 525 | ||||||||||||||||||
Vivacitas Oncology Inc [Member] | |||||||||||||||||||
Beginning balance, shares | shares | 500,000 | 90,000 | |||||||||||||||||
Options to purchase additional shares | shares | 1,500,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | $ 1 | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | ||||||||||||||||||
Line of Credit Facility, Periodic Payment, Principal | $ 120,000 | ||||||||||||||||||
Vivacitas Oncology Inc [Member] | Common Stock [Member] | |||||||||||||||||||
Options to purchase additional shares | shares | 500,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | ||||||||||||||||||
Impact Oncology PTE Ltd [Member] | |||||||||||||||||||
Investment Owned, Balance, Shares | shares | 2,480,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 20,337,000 | $ 10,233,000 |
Net (loss)/income | $ (32,217,000) | $ 1,778,000 |
Basic (loss)/earnings per share | $ (0.63) | $ 0.63 |
Diluted (loss)/earnings per share | $ (0.63) | $ 0.46 |
Sharing Services Global Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 61,784,000 | $ 102,308,000 |
Net (loss)/income | $ (37,236,000) | $ 4,675,000 |
Basic (loss)/earnings per share | $ (0.72) | $ 1.32 |
Diluted (loss)/earnings per share | $ (0.72) | $ 0.78 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Dec. 23, 2021 | Dec. 21, 2021 | Dec. 21, 2021 | Nov. 04, 2021 | Sep. 09, 2021 | Jun. 18, 2021 | Jun. 18, 2021 | Apr. 05, 2021 | Oct. 16, 2020 | Aug. 21, 2020 | Jul. 22, 2020 | Mar. 03, 2020 | Apr. 30, 2021 | Aug. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 16, 2021 | Sep. 30, 2020 | Jun. 18, 2020 | Dec. 31, 2019 | Oct. 31, 2017 |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 6,155,000 | $ 6,155,000 | $ 100,000 | $ 50,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2022 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.15 | ||||||||||||||||||||||
Stock issued for acquisition, values | $ 33,098,000 | ||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 29,000 | $ 29,000 | $ 15,901,000 | $ 585,000 | $ 585,000 | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 3 years | |||||||||||||||||||||
Net losses | (31,000,000) | $ 1,899,000 | |||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Noncontrolling Interest | $ 407,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | $ 0.02 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 121,781,000 | $ 20,195,000 | |||||||||||||||||||||
Income (Loss) attributable non controlling interest | 96,000 | ||||||||||||||||||||||
Investments | 4,341,000 | 1,056,000 | |||||||||||||||||||||
Unrealized Gain (Loss) on Investments | 1,544,000 | 3,851,000 | |||||||||||||||||||||
Amortization of Intangible Assets | $ 3,279,000 | 374,000 | |||||||||||||||||||||
Chan Heng Fai Ambrose [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Warrants and Rights Outstanding | $ 324,000 | $ 324,000 | |||||||||||||||||||||
Unrealized Gain (Loss) on Investments | 224,000 | 732,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of shares issued on acquisition | 47,000 | ||||||||||||||||||||||
Common Class A [Member] | Chan Heng Fai Ambrose [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 30,000,000 | ||||||||||||||||||||||
Warrants and Rights Outstanding | $ 3,000,000 | ||||||||||||||||||||||
AMRE Shelton LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Purchase price | 7,150,000 | ||||||||||||||||||||||
Facility improvements | 3,200,000 | $ 3,200,000 | 32,100,000 | 4,640,000 | $ 4,640,000 | ||||||||||||||||||
Land and site improvements | 1,000,000 | 1,000,000 | 12,100,000 | 1,600,000 | 1,600,000 | ||||||||||||||||||
Tenant improvements | 222,000 | 222,000 | 1,500,000 | 325,000 | 325,000 | ||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 29,000 | $ 29,000 | 15,901,000 | $ 585,000 | 585,000 | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||||||||||||||
Sale purchase agreement facility | $ 1,500,000 | 1,500,000 | |||||||||||||||||||||
AMRE LifeCare Portfolio LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Purchase price | $ 62,000,000 | ||||||||||||||||||||||
AMRE Winter Haven LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Purchase price | $ 4,500,000 | ||||||||||||||||||||||
Net losses | $ 2,835,000 | ||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Noncontrolling Interest | 138,000 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Initial public offering percentage | 50.00% | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,105,000 | $ 5,105,000 | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||||||||||||||||||||
Maximum [Member] | IPO [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||||||||||||||||||
AMRE Asset Management Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 52.50% | ||||||||||||||||||||||
American Medical REIT Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 93.00% | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | $ 914,000 | $ 914,000 | $ 111,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 3, 2022 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 160,000 | 40,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Mar. 3, 2024 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||||||||||||||
Unsecured Debt | $ 200,000 | $ 200,000 | |||||||||||||||||||||
Number of shares issued on acquisition | 264,525 | ||||||||||||||||||||||
Stock issued for acquisition, values | $ 2,645,250 | ||||||||||||||||||||||
Additional common stock shares acquired | 264,525 | ||||||||||||||||||||||
Equity interest percentage | 93.00% | 93.00% | |||||||||||||||||||||
Sharing Service Global Corp [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 47.00% | 20.00% | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | $ 0.22 | |||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 1,148,000 | 8,044,000 | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||||||||||||||
Acquistion of intangible assets and goodwill | $ 9,192,000 | ||||||||||||||||||||||
Amortization of Intangible Assets | 57,000 | 287,000 | |||||||||||||||||||||
Notes Receivable, Related Parties | $ 30,000,000 | ||||||||||||||||||||||
Number of warrants issued and vested | 150,000,000 | ||||||||||||||||||||||
[custom:WarrantsExpiration] | Apr. 5, 2026 | ||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 14,957,000 | ||||||||||||||||||||||
Sharing Service Global Corp [Member] | For Loan Origination Fee [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||||||||||||||||||||||
Sharing Service Global Corp [Member] | For Prepayment of Interest [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,000,000 | ||||||||||||||||||||||
Sharing Service Global Corp [Member] | Common Class A [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,000,000 | 27,000,000 | |||||||||||||||||||||
Sharing Service Global Corp [Member] | AMRE Winter Haven LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||||||||||||||
Sharing Service Global Corp [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 11 years | ||||||||||||||||||||||
Sharing Service Global Corp [Member] | Minimum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 6.48 | ||||||||||||||||||||||
Number of shares issued on acquisition | 483,334 | ||||||||||||||||||||||
Net losses | $ 2,535,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.02 | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 100.00% | ||||||||||||||||||||||
Number of shares issued on acquisition | 662,500 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 46,868,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred | 50,000,000 | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | Discount For Illiquidity [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 5,187,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred | 38,319,000 | ||||||||||||||||||||||
General and Administrative Expense | $ 295,000 | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 46,868 | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Minimum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 63.60% | ||||||||||||||||||||||
American Pacific Bancorp [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 200.00% | ||||||||||||||||||||||
Equity interest percentage | 53.00% | ||||||||||||||||||||||
Net losses | 194,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,666,700 | ||||||||||||||||||||||
General and Administrative Expense | $ 36,000 | ||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 40,000,000 | ||||||||||||||||||||||
Business Acquisition, Share Price | $ 6 | ||||||||||||||||||||||
Net assets acquired | 3,400,000 | 3,400,000 | $ 29,744,000 | $ 33,099,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,250,000 | 1,250,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Marketable Securities | 1,900,000 | 1,900,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 330,000 | 330,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 101,000 | $ 101,000 | |||||||||||||||||||||
American Pacific Bancorp [Member] | Common Class A [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||||||||||||||||
Sharing Services Global Corp [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 58.00% | 20.00% | |||||||||||||||||||||
Sharing Services Global Corp [Member] | Common Class A [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage | 46.80% | 46.80% | |||||||||||||||||||||
Investment Owned, Balance, Shares | 91,460,978 | 91,460,978 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 24,128,000 | $ 9,472,000 |
Less accumulated depreciation | 6,454,000 | 5,372,000 |
Property, plant and equipment, net | 17,674,000 | 4,100,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | 185,000 | 185,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 7,005,000 | 6,866,000 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 11,234,000 | 1,976,000 |
Property, Plant and Equipment, Useful Life | 39 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 397,000 | 130,000 |
Property, Plant and Equipment, Useful Life | 7 years | |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 1,099,000 | 298,000 |
Property, Plant and Equipment, Useful Life | 3 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Cost | $ 4,208,000 | $ 33,000 |
PROPERTY PLANT AND EQUIPMENT (D
PROPERTY PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,129,000 | $ 710,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 21, 2021 | Jun. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 5 years | 3 years | |||
Gross Carrying Amount | $ 43,341,000 | $ 25,197,000 | |||
Accumulated Amortization | 4,711,000 | 1,741,000 | |||
Net Carrying Amount | 38,630,000 | $ 23,456,000 | |||
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 1 year | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 11 years | ||||
Developed Technology Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 20 years | ||||
Gross Carrying Amount | 22,260,000 | $ 22,260,000 | |||
Accumulated Amortization | 1,113,000 | ||||
Net Carrying Amount | 21,147,000 | 22,260,000 | |||
Acquired Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 19,529,000 | 1,259,000 | |||
Accumulated Amortization | 2,162,000 | 330,000 | |||
Net Carrying Amount | $ 17,367,000 | 929,000 | |||
Acquired Intangibles [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 1 year | ||||
Acquired Intangibles [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful Life | 11 years | ||||
Patents and Patent Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 500,000 | 500,000 | |||
Accumulated Amortization | 500,000 | 500,000 | |||
Net Carrying Amount | |||||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | [1] | 1,052,000 | 1,178,000 | ||
Accumulated Amortization | [1] | 936,000 | 911,000 | ||
Net Carrying Amount | [1] | $ 116,000 | $ 267,000 | ||
Useful life, description | Varied | ||||
[1] | Patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of December 31, 2021, the weighted average remaining useful life of these assets in service was approximately 3.6 |
SCHEDULE OF INTANGIBLE ASSETS_2
SCHEDULE OF INTANGIBLE ASSETS (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life | 3 years 7 months 6 days |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,237,000 |
2023 | 2,686,000 |
2024 | 2,142,000 |
2025 | 2,471,000 |
2026 | $ 2,021,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | Dec. 21, 2021USD ($) | Jun. 18, 2021USD ($) | Aug. 21, 2020USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2021a | Nov. 04, 2021USD ($) | Jun. 18, 2021ft² | Jun. 18, 2021a | Apr. 08, 2020USD ($) | Jan. 24, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Area of land | 40,000 | 13.62 | 40,000 | 13.62 | |||||||
Intangible assets, net (excluding goodwill) | $ 29,000 | $ 585,000 | $ 15,901,000 | ||||||||
Estimated useful life | 5 years | 3 years | |||||||||
Amortization of Intangible Assets | $ 3,279,000 | $ 374,000 | |||||||||
Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Estimated useful life | 1 year | ||||||||||
Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Estimated useful life | 11 years | ||||||||||
RBC Life Sciences, Inc [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset acquired | $ 637,000 | $ 637,000 | |||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 20 years | ||||||||||
Impact BioMedical, Inc. [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset acquired | $ 22,260,000 |
SUMMARY OF ACCRUED EXPENSES AND
SUMMARY OF ACCRUED EXPENSES AND DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses And Deferred Revenue | ||
Customer deposits | $ 160,000 | $ 25,000 |
Deferred revenue | 1,348,000 | |
Accrued wages | 11,992,000 | 4,665,000 |
Employee stock warrants liabilities | 1,070,000 | |
Settlement liability | 342,000 | |
Uncertain tax positions | 922,000 | |
Accrued expenses | 4,024,000 | 565,000 |
Sales tax payable | 1,322,000 | 5,000 |
Accrued expenses and deferred revenue | $ 21,180,000 | $ 5,260,000 |
SCHEDULE OF NOTES PAYABLE AND L
SCHEDULE OF NOTES PAYABLE AND LONG-TERM DEBT (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 3,916,000 |
2023 | 48,471,000 |
2024 | 410,000 |
2025 | 219,000 |
2026 | 338,000 |
Thereafter | $ 7,315,000 |
SHORT TERM AND LONG-TERM DEBT_2
SHORT TERM AND LONG-TERM DEBT (Details Narrative) | Nov. 02, 2021USD ($) | Oct. 13, 2021USD ($) | Jun. 18, 2021USD ($) | Jun. 18, 2021USD ($) | Oct. 31, 2020 | Aug. 04, 2020 | Jul. 31, 2020USD ($) | Mar. 03, 2020USD ($)$ / shares | Jun. 27, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2021shares | Dec. 31, 2021 | Dec. 31, 2021ft² | Dec. 31, 2021a | Nov. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 18, 2021$ / shares | Jun. 18, 2021 | Jun. 18, 2021ft² | Jun. 18, 2021a | May 20, 2021USD ($) | Mar. 16, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 02, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Oct. 31, 2017USD ($)$ / sharesshares | Jul. 26, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Maturity date | May 31, 2022 | ||||||||||||||||||||||||||||
Debt instrument stated percentage | 4.25% | ||||||||||||||||||||||||||||
Debt amount | $ 6,155,000 | $ 6,155,000 | $ 100,000 | $ 50,000 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 537,000 | ||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 116,000 | 622,000 | |||||||||||||||||||||||||||
Debt instrument term | 25 years | 5 years | |||||||||||||||||||||||||||
Due from related parties | 2,829,000 | $ 2,829,000 | |||||||||||||||||||||||||||
Area of land | 40,000 | 13.62 | 40,000 | 13.62 | |||||||||||||||||||||||||
Long term debt | $ 278,000 | 3,916,000 | $ 278,000 | ||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 5,836,000 | 5,836,000 | 76,746,000 | 333,333 | |||||||||||||||||||||||||
Shares, Issued | shares | 333,333 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.15 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt amount | $ 5,105,000 | 5,105,000 | |||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 4.25% | ||||||||||||||||||||||||||||
American Medical REIT Inc. [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Maturity date | Mar. 3, 2022 | ||||||||||||||||||||||||||||
Debt instrument stated percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||
Debt amount | $ 800,000 | $ 914,000 | $ 111,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5 | ||||||||||||||||||||||||||||
Unsecured Debt | $ 200,000 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||||||||||||||||||
AMRE Shelton LLC [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Description | AMRE Shelton entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest 4.25%. The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months | ||||||||||||||||||||||||||||
Long term debt | $ 192,000 | 192,000 | |||||||||||||||||||||||||||
Long-term Debt | 4,673,000 | 4,673,000 | |||||||||||||||||||||||||||
Deferred Costs | $ 180,000 | $ 180,000 | |||||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 1.00% | ||||||||||||||||||||||||||||
Debt amount | $ 110,000 | ||||||||||||||||||||||||||||
BMIC Loan [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Maturity date | Oct. 12, 2022 | ||||||||||||||||||||||||||||
Debt amount | $ 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||
Interest rate, description | interest to be charged at a variable rate to be calculated at the maturity date | ||||||||||||||||||||||||||||
Premier Packaging, DSS Digital, and AAMI [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt amount | $ 1,078,000 | ||||||||||||||||||||||||||||
Debt forgiveness rate | 100.00% | 100.00% | |||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 969,000 | ||||||||||||||||||||||||||||
Premier Packaging Bank Of America NA [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 3.35% | ||||||||||||||||||||||||||||
Debt amount | 3,339,000 | ||||||||||||||||||||||||||||
Debt Financing Amount | $ 3,700,000 | ||||||||||||||||||||||||||||
Pinnacle Bank [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 4.28% | ||||||||||||||||||||||||||||
Debt amount | $ 39,448,000 | $ 40,300,000 | |||||||||||||||||||||||||||
Deferred Costs | 1,002,000 | ||||||||||||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt amount | 381,000 | ||||||||||||||||||||||||||||
Long term debt | $ 39,067,000 | ||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | American Medical REIT Inc. [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 8.00% | ||||||||||||||||||||||||||||
Debt amount | $ 200,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5 | ||||||||||||||||||||||||||||
Unsecured Debt | 230,000 | ||||||||||||||||||||||||||||
Equipment Line of Credit [Member] | Citizens Bank [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Line of credit, maximum borrowing amount | $ 900,000 | ||||||||||||||||||||||||||||
Citizens Bank [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Line of credit, maximum borrowing amount | $ 800,000 | ||||||||||||||||||||||||||||
Long-term Line of Credit | 0 | $ 0 | |||||||||||||||||||||||||||
Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt amount | 1,100,000 | $ 1,100,000 | |||||||||||||||||||||||||||
Citizens Bank [Member] | Two Promissory Notes [Member] | Premier Packaging Corporation [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Debt instrument stated percentage | 4.22% | ||||||||||||||||||||||||||||
Debt amount | $ 1,200,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | 7,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 708,000 | ||||||||||||||||||||||||||||
Citizens Bank [Member] | Equipment Line of Credit [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Interest rate additional rate above LIBOR | 2.00% | 2.10% | |||||||||||||||||||||||||||
Debt instrument, carrying amount | 0 | $ 0 | |||||||||||||||||||||||||||
Citizens Bank [Member] | Equipment Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||||||||||||||||||||
Citizens Bank [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||
Line of credit, maximum borrowing amount | $ 771,000 | $ 771,000 | $ 1,200,000 | ||||||||||||||||||||||||||
Debt instrument stated percentage | 2.00% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted average months remaining | 1 year 2 months 4 days | 2 years 2 months 12 days |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Outstanding, Beginning balance | 36,514 | 40,677 |
Outstanding Beginning balance, Weighted Average Exercise Price | $ 33.92 | $ 33.52 |
Granted during the year | ||
Lapsed/terminated | (32,958) | (4,163) |
Lapsed/terminated Weighted Average Exercise Price | $ 34.35 | $ 30 |
Outstanding, Ending balance | 3,556 | 36,514 |
Outstanding, Ending balance, Weighted Average Exercise Price | $ 30 | $ 33.92 |
Exercisable, Ending balance | 3,556 | 36,514 |
Exercisable Weighted Average Exercise Price | $ 30 | $ 33.92 |
Weighted average months remaining | 8 months 12 days | 9 months 27 days |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY UNDER STOCK OPTION AND INCENTIVE PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Outstanding, Beginning balance | 19,264 | 19,264 |
Outstanding Beginning balance, Weighted Average Exercise Price | $ 150.30 | $ 150.30 |
Granted | ||
Granted, Weighted Average Exercise Price | ||
Lapsed/terminated | (7,334) | |
Lapsed/terminated, Weighted Average Exercise Price | $ 39.85 | |
Outstanding, Ending balance | 11,930 | 19,264 |
Outstanding, Ending balance, Weighted Average Exercise Price | $ 218.39 | $ 150.30 |
Outstanding, Weighted Average Life Remaining | 1 year 2 months 4 days | 2 years 2 months 12 days |
Exercisable | 11,930 | 19,264 |
Exercisable Weighted Average Exercise Price | $ 218.39 | $ 150.30 |
Exercisable, Weighted Average Life Remaining | 1 year 2 months 4 days | 2 years 2 months 12 days |
Expected to vest , Ending balance | 6,597 | |
Expected to Vest, Ending balance, Weighted Average Exercise Price | $ 199.07 | $ 150.30 |
Expected to vest, Weighted Average Life Remaining | 2 years 2 months 12 days | |
Aggregate intrinsic value of outstanding option, Ending balance | ||
Aggregate intrinsic value of exercisable options, Ending balance | ||
Aggregate intrinsic value of options expected to vest, Ending balance |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Sep. 03, 2021 | Jun. 21, 2021 | May 28, 2021 | May 26, 2021 | Feb. 04, 2021 | Jan. 19, 2021 | Oct. 16, 2020 | Sep. 23, 2020 | Aug. 21, 2020 | Aug. 18, 2020 | Jul. 28, 2020 | Jul. 07, 2020 | Jun. 04, 2020 | May 15, 2020 | Apr. 03, 2020 | Feb. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2019 | Nov. 02, 2019 | Oct. 31, 2017 | Jun. 20, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | ||||||||||||||||||||
Purchase price per share | $ 0.15 | |||||||||||||||||||||
Preferred Stock, Shares Authorized | 47,000 | 47,000 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.02 | $ 0.02 | ||||||||||||||||||||
Preferred stock liquidation per share | $ 1,000 | |||||||||||||||||||||
Preferred stock liquidation value | $ 43,000,000 | |||||||||||||||||||||
Investments | $ 4,341,000 | $ 1,056,000 | ||||||||||||||||||||
Debt Instrument, Redemption, Description | In addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the shares available under this plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of Directors. | |||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 46,000 | $ 188,000 | ||||||||||||||||||||
Earnings Per Share, Basic and Diluted | $ 0.01 | |||||||||||||||||||||
Earnings Per Share, Basic | $ 0.05 | |||||||||||||||||||||
Earnings Per Share, Diluted | $ 0.03 | |||||||||||||||||||||
Issuance of common stock, net | $ 121,781,000 | $ 20,195,000 | ||||||||||||||||||||
Share based compensation | 78,000 | 149,000 | ||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Fair value of options vested during the year | $ 2,000 | $ 100,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Acquisition of American Pacific Bancorp, shares | 47,000 | |||||||||||||||||||||
Preferred stock liquidation value | $ 1,000 | |||||||||||||||||||||
Impact BioMedical, Inc. [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Purchase price per share | $ 6.48 | |||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.02 | |||||||||||||||||||||
Acquisition of American Pacific Bancorp, shares | 483,334 | |||||||||||||||||||||
Conversion of stock description | A Preferred Stock has the option to convert each share of Series A Preferred Stock into a number of common shares in the Company equal to the $1,000 liquidation preference divided by a conversion price of $6.48 or 154.32 shares subject to a Beneficial Ownership Limitation of 19.99%, as defined in the Share Exchange Agreement. | |||||||||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 47,000 | |||||||||||||||||||||
Acquisition of American Pacific Bancorp, shares | 662,500 | |||||||||||||||||||||
Preferred stock liquidation per share | $ 1,000 | |||||||||||||||||||||
Preferred stock liquidation value | $ 46,868,000 | |||||||||||||||||||||
Conversion shares | 4,293 | |||||||||||||||||||||
Issuance of common stock, net | $ 46,868,000 | |||||||||||||||||||||
Global BioMedical Pte Ltd [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Conversion shares | 7,259 | 35,316 | ||||||||||||||||||||
Global BioMedical Pte Ltd [Member] | Common Class A [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Conversion shares | 1,120,170 | 5,450,000 | ||||||||||||||||||||
Investor Relations Firm [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Share based compensation | $ 105,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 12,156,000 | 67,340,000 | 3,434,000 | |||||||||||||||||||
Acquisition of American Pacific Bancorp, shares | ||||||||||||||||||||||
Conversion shares | 7,233,000 | |||||||||||||||||||||
Issuance of common stock, net | $ 1,347,000 | $ 68,000 | ||||||||||||||||||||
Common Stock [Member] | Impact BioMedical, Inc. [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Conversion shares | 7,232,670 | |||||||||||||||||||||
Mr. Heng Fai Ambrose Chan [Member] | LiquidValue Development Pte Ltd [Member] | Private Placement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Share price | $ 7.80 | |||||||||||||||||||||
Management [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares restricted stock issued | 5,833 | |||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 38,000 | |||||||||||||||||||||
Board of Directors Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Share price | $ 6.60 | |||||||||||||||||||||
Shares restricted stock issued | 5,800 | |||||||||||||||||||||
Shares vested | 8,900 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 21,000 | |||||||||||||||||||||
Issuance of common stock, net | $ 210,000 | |||||||||||||||||||||
Chief Executive Officer and the Chairman of the Board [Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Share price | $ 4.48 | |||||||||||||||||||||
Shares vested | 20,000 | |||||||||||||||||||||
Underwriting Agreement [Member] | Underwriter [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Proceeds from net offering | $ 6,700,000 | $ 6,200,000 | $ 4,000,000 | |||||||||||||||||||
Underwriting Agreement [Member] | Underwriter [Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 453,333 | 1,028,800 | 769,230 | 740,741 | ||||||||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||||
Purchase price per share | $ 7.50 | $ 6.25 | 5.40 | |||||||||||||||||||
Pre-reverse stock split per share | $ 0.18 | |||||||||||||||||||||
Underwriting Agreement [Member] | Underwriter [Member] | Additional Shares [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 38,533 | 154,320 | 115,384 | 111,111 | ||||||||||||||||||
Underwriting Agreement [Member] | Mr. Heng Fai Ambrose Chan [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Proceeds from net offering | $ 2,000,000 | |||||||||||||||||||||
Jan. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 6,666,666 | |||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Purchase price per share | $ 3.60 | |||||||||||||||||||||
Proceeds from net offering | $ 24,000,000 | |||||||||||||||||||||
Jan. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Options to purchase additional shares | 1,000,000 | |||||||||||||||||||||
Feb. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 12,319,346 | |||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Purchase price per share | $ 2.80 | |||||||||||||||||||||
Proceeds from net offering | $ 39,700,000 | |||||||||||||||||||||
Feb. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Options to purchase additional shares | 1,847,901 | |||||||||||||||||||||
May. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net, shares | 29,000,000 | |||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Purchase price per share | $ 1.50 | |||||||||||||||||||||
Proceeds from net offering | $ 45,750,000 | |||||||||||||||||||||
May. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Options to purchase additional shares | 4,350,000 | |||||||||||||||||||||
A E I Subscription Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Common stock, par value | $ 0.02 | |||||||||||||||||||||
Purchase price per share | $ 1.234 | |||||||||||||||||||||
Investments | $ 15,000,000 | |||||||||||||||||||||
2013 Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Authorized shares | 50,000 | |||||||||||||||||||||
2020 Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Authorized shares | 241,204 | |||||||||||||||||||||
2021 Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Authorized shares | 483,125 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Currently payable: | ||
Federal | ||
State | 5,000 | |
Total currently payable | 5,000 | |
Deferred: | ||
Federal | (5,336,000) | 582,000 |
State | (779,000) | (22,000) |
Foreign | (123,000) | (125,000) |
Total deferred | (6,238,000) | 435,000 |
Less: (decrease) increase in allowance | 2,739,000 | (2,215,000) |
Net deferred | (3,499,000) | (1,774,000) |
Less: tax effect of discontinued operations | (533,000) | |
Total income tax benefit | $ (4,032,000) | $ (1,774,000) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 14,452,000 | $ 13,852,000 |
Equity issued for services | 189,000 | 192,000 |
Goodwill and other intangibles | 21,000 | 0 |
Investment in pass-through entity | 11,000 | 12,000 |
Deferred revenue | 176,000 | 183,000 |
Operating Lease Liability | 47,000 | 47,000 |
Other | 620,000 | 605,000 |
Gross deferred tax assets | 18,119,000 | 14,891,000 |
Deferred tax liabilities: | ||
Goodwill and other intangibles | 4,143,000 | 4,668,000 |
Unrealized gains | 2,599,000 | |
Right -of-use asset | 47 | 47,000 |
Gross deferred tax liabilities | 4,190,000 | 7,314,000 |
Less: valuation allowance | (13,929,000) | (11,076,000) |
Net deferred tax liabilities | $ (3,499,000) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory United States federal rate | 21.00% | 21.00% | 21.00% |
State income taxes net of federal benefit | 1.30% | (9.30%) | |
Permanent differences | 2.00% | ||
Other | (1.10%) | (8.30%) | |
Non-controlling interest | (70.50%) | ||
Foreign taxes | 7.30% | ||
PPP loan forgiveness | (1.422) | ||
Stock based compensation | 22.40% | ||
Executive compensation | (3.70%) | 485.20% | |
Change in valuation allowance | (7.70%) | (1547.50%) | |
Effective rate | 9.80% | (1239.90%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Tax Credit Carryforwards | $ 0 | |||
Income tax rate description | The Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018 | |||
U.S. corporate income tax rate | 21.00% | 21.00% | 21.00% | |
Operating loss carryforwards | $ 43,800,000 | |||
Net operating loss carryforwards description | Some of the key changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2019, 2020 and 2021, allowing NOLs originating in 2019, 2020 and 2021 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period. | |||
Operating Loss Carryforwards, Limitations on Use | Approximately $43.8 million of net operating losses incurred prior to 2020 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,739,000 | $ 1,543,000 | ||
Income tax reconciliation change in deferred tax liability allowance | 2,853,000 | 3,455,000 | ||
Income Tax Examination, Penalties and Interest Expense | 0 | |||
Impact BioMedical, Inc. [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 671,000 | |||
CALIFORNIA | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 6,400,000 | 6,900,000 | ||
ILLINOIS | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 2,100,000 | $ 2,200,000 | ||
Net operating loss carryforwards, expiration date | expire through 2041 | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 58,500,000 | $ 56,700,000 | ||
Foreign Subsidiaries [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 700,000 | $ 400,000 | ||
After December 31, 2017 and Before December 31, 2020 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 50.00% |
DEFINED CONTRIBUTION PENSION _2
DEFINED CONTRIBUTION PENSION PLAN (Details Narrative) - USD ($) | Jan. 02, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Multiemployer Plan [Line Items] | |||
Employee's contribution maximum percentage | 100.00% | ||
Employer match percentage | 1.00% | ||
Contributions by company | $ 99,000 | $ 117,000 | |
Additional Contribution [Member] | |||
Multiemployer Plan [Line Items] | |||
Employee's contribution maximum percentage | 50.00% | ||
Employer match percentage | 3.50% |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 393,000 | |
2023 | 88,000 | |
2024 | 37,000 | |
2025 | 4,000 | |
2026 | 2,000 | |
Total lease payments | 524,000 | |
Less: Imputed Interest | (11,000) | |
Present value of remaining lease payments | 513,000 | |
Current | 393,000 | $ 167,000 |
Noncurrent | $ 120,000 | $ 15,000 |
Weighted -average remaining lease term (years) | 1 year 7 months 6 days | |
Weighted-average discount rate | 4.20% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 12, 2021 | Mar. 26, 2021 | Feb. 15, 2021 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||||
Rent expense | $ 190,000 | $ 217,000 | ||||
Severance payments | 220,000 | |||||
Maiden Biosciences Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, allegations | This lawsuit relates to two promissory notes executed by RBC in the 4th quarter of 2019 in favor of Decentralized and HWH, totaling approximately $800,000. Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $4,329,000, now complains about those notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralized’s subsequent Article 9 foreclosure or deed-in-lieu debt conveyances. In the instant lawsuit, Maiden asserts claims against Defendants for unjust enrichment, fraudulent transfer under the Texas Uniform Fraudulent Transfer Act, and violation of the Racketeer Influenced and Corrupt Organizations Act. Maiden also seeks a judgment from the court declaring: “(1) Defendants lacked a valid security interest in RBC and RBC Subsidiaries’ assets and therefore lacked the authority to sell the assets during the public foreclosure sale; (2) Defendant Heuszel’s low bid at the public foreclosure sale was invalid and void; (3) the public foreclosure sale was conducted in a commercially unreasonable manner; and (4) Defendants do not have the legal authority to transfer RBC and RBC’s Subsidiaries assets to Heuszel and HWH.” Maiden seeks to recover from Defendants: (1) treble damages or, alternatively, damages in the amount of their underlying judgment plus the other creditors’ claims or the value of the assets transferred, whichever is less, plus punitive or exemplary damages; (2) pre and post-judgment interest; and (3) attorneys’ fees and cost. | |||||
Mr. Heng Fai Ambrose Chan [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Severance payments | $ 7,276,000 | $ 4,300,000 | ||||
Jeffrey Ronaldi [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Reimbursement of legal fees | $ 121,672.51 | $ 160,896.25 | ||||
Legal fees | $ 281,443.76 | $ 159,771.25 | ||||
Jeffrey Ronaldi [Member] | 2017 Employment Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, allegations | In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi’s employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS’ IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,658 in wages from April 11, 2019 through December 31, 2019; (ii) $769 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,385 in alleged paid time off compensation; (iv) $3,077 in alleged unpaid sick time compensation; (v) $26,077 in waiting-time penalties; (vi) $91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS’s performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The court recently ordered Mr. Ronaldi to produce several categories of documents that he sought to withhold. Discovery is ongoing. | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease term | 1 month | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease term | 63 months |
SCHEDULE OF AND DISCONTINUED OP
SCHEDULE OF AND DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net | $ 5,673,000 | $ 3,589,000 |
Prepaid expenses and other current assets | 3,466,000 | 1,192,000 |
Property, plant and equipment, net | 17,674,000 | 4,100,000 |
Right-of-use assets | 498,000 | 182,000 |
Accounts payable | 1,920,000 | 1,457,000 |
Current portion of lease liability | 393,000 | 167,000 |
Total current liabilities | 27,811,000 | 8,872,000 |
Long term lease liability | 120,000 | 15,000 |
Total revenue | 20,275,000 | 15,366,000 |
Cost of revenue, exclusive of depreciation and amortization | 12,271,000 | 11,009,000 |
Selling, general and administrative (including stock-based compensation) | 25,091,000 | 14,717,000 |
Depreciation and amortization | 4,322,000 | 1,068,000 |
Total costs and expenses | 41,684,000 | 26,794,000 |
Gain on extinguishment of debt | 116,000 | 622,000 |
Income (loss) before income taxes | (21,409,000) | (11,428,000) |
Income tax expense | (4,032,000) | (1,774,000) |
Income (loss) from discontinued operations | 2,129,000 | (641,000) |
Printed Products [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 15,539,000 | 13,040,000 |
DSS Digital Inc [Member] | Discontinued Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 3,647,000 | |
Cost of revenue, exclusive of depreciation and amortization | 28,000 | 1,919,000 |
Selling, general and administrative (including stock-based compensation) | 176,000 | 2,118,000 |
Depreciation and amortization | 168,000 | |
Impairment of goodwill | 685,000 | |
Total costs and expenses | 204,000 | 4,890,000 |
Operating gain (loss) | (204,000) | (1,243,000) |
Interest expense | 24,000 | |
Interest expense | (24,000) | |
Gain on extinguishment of debt | 347,000 | |
Gain on disposition of business | 2,868,000 | 279,000 |
Income (loss) before income taxes | 2,664,000 | (641,000) |
Income tax expense | (535,000) | |
Income (loss) from discontinued operations | 2,129,000 | (641,000) |
DSS Digital Inc [Member] | Technology Sales, Services and Licensing [Member] | Discontinued Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 2,045,000 | |
DSS Digital Inc [Member] | Printed Products [Member] | Discontinued Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 1,602,000 | |
Discontinued Operations, Held-for-sale [Member] | DSS Digital Inc [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 43,000 | |
Accounts receivable, net | 321,000 | |
Prepaid expenses and other current assets | 167,000 | |
Total current assets | 531,000 | |
Property, plant and equipment, net | 46,000 | |
Right-of-use assets | 744,000 | |
Accounts payable | 25,000 | |
Accrued expense | 8,000 | |
Current portion of lease liability | 240,000 | |
Total current liabilities | 273,000 | |
Long term lease liability | $ 505,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | May 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Earnout payment recognised | $ 2,129,000 | $ (641,000) | |
Gain loss on disposal of assets | 111,000 | ||
Purchase Agreement [Member] | |||
Equity method ownerhsip percentage | 100.00% | ||
Purchase price | $ 5,000,000 | ||
Cash | 3,000,000 | ||
Potential earnout | 1,500,000 | ||
Trade credit, not yet utilized | $ 500,000 | ||
Trade credit | 500,000 | ||
Plastic Printing Professionals, Inc [Member] | |||
Consideration paid to sale of assets | 683,000 | ||
Earnout payment recognised | 0 | 390,000 | |
Discontinued operation asset, non current | 744,000 | ||
Liabilities of disposal group including discontinued operations, current | 240,000 | ||
Liabilities of disposal group including discontinued operations, non-current | $ 505,000 | ||
Costs incurred on wind down activities | 204,000 | ||
Plastic Printing Professionals, Inc [Member] | Based on Future Quarterly Gross Revenue [Member] | |||
Cash Investment Net | 517,000 | ||
DSS Digital Inc [Member] | |||
Gain on disposal of business | $ 2,333,000 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 185,000 | |
Termination of right of use lease asset | (744,000) | |
Termination of right of use lease liability | 744,000 | |
Shares received for loan origination fee | (3,000,000) | |
Shares received for prepaid loan interest | (2,440,000) | |
Acquisition of APB net assets | 38,765,000 | |
Common A Shares issued for prepaid marketing services | 210,000 | |
Common A Shares issued for Impact BioMedical | 3,132,000 | |
Non-controlling interest related to Impact BioMedical | 3,910,000 | |
Series A Preferred Shares issued for Impact BioMedical | 35,187,000 | |
Notes receivable settled for assets in lieu of cash | $ 838,000 |
SCHEDULE OF OPERATIONS BY REPOR
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 20,275,000 | $ 15,366,000 |
Depreciation and amortization | 4,322,000 | 1,068,000 |
Interest expense | 196,000 | 183,000 |
Stock based compensation | 46,000 | 150,000 |
Income tax benefit | 4,032,000 | 1,774,000 |
Net income (loss) from continuing operations | (34,050,000) | 2,060,000 |
Capital expenditures | 71,077,000 | 321,000 |
Identifiable assets | 284,826,000 | 91,919,000 |
Operating Segments [Member] | Product Packaging [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 15,315,000 | 13,040,000 |
Depreciation and amortization | 612,000 | 736,000 |
Interest expense | 62,000 | 102,000 |
Stock based compensation | 3,000 | 12,000 |
Income tax benefit | ||
Net income (loss) from continuing operations | 2,829,000 | 1,329,000 |
Capital expenditures | 4,296,000 | 260,000 |
Identifiable assets | 25,694,000 | 10,715,000 |
Operating Segments [Member] | Commercial Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 250,000 | |
Depreciation and amortization | ||
Interest expense | ||
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (303,000) | |
Capital expenditures | ||
Identifiable assets | 32,964,000 | |
Operating Segments [Member] | Direct Marketing Online Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,379,000 | 2,326,000 |
Depreciation and amortization | 461,000 | 28,000 |
Interest expense | 2,000 | |
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (17,709,000) | 5,223,000 |
Capital expenditures | 9,798,000 | 49,000 |
Identifiable assets | 50,659,000 | 15,009,000 |
Operating Segments [Member] | Biotechnology [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 83,000 | |
Depreciation and amortization | 1,113,000 | |
Interest expense | 1,000 | |
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (2,536,000) | (440,000) |
Capital expenditures | ||
Identifiable assets | 56,425,000 | 48,118,000 |
Operating Segments [Member] | Securities [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,196,000 | |
Depreciation and amortization | 1,833,000 | |
Interest expense | 114,000 | 101,000 |
Stock based compensation | ||
Income tax benefit | ||
Net income (loss) from continuing operations | (4,582,000) | (1,066,000) |
Capital expenditures | 56,794,000 | |
Identifiable assets | 64,701,000 | 2,820,000 |
Operating Segments [Member] | Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 52,000 | |
Depreciation and amortization | 303,000 | 304,000 |
Interest expense | 17,000 | (20,000) |
Stock based compensation | 43,000 | 138,000 |
Income tax benefit | 1,774,000 | |
Net income (loss) from continuing operations | (11,749,000) | (2,986,000) |
Capital expenditures | 189,000 | 12,000 |
Identifiable assets | $ 54,383,000 | $ 15,257,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total Printed Products | $ 15,539,000 | $ 13,040,000 |
Direct Marketing | 3,259,000 | 2,326,000 |
Total Rental Income | 1,203,000 | |
Total Management fee income | 24,000 | |
Total Net Investment Income | 250,000 | |
Packaging Printing and Fabrication [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 15,187,000 | 11,822,000 |
Commercial and Security Printing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 352,000 | 1,218,000 |
Direct Marketing Internet Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Direct Marketing | 3,259,000 | 2,326,000 |
Rental Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Rental Income | 1,203,000 | |
Management Fee Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Management fee income | 24,000 | |
Net Investment Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Investment Income | $ 250,000 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Number of operating segments | five | |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Non-US [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration of credit risk, percentage | 11.00% | 9.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 28, 2022 | Feb. 25, 2022 | Jan. 25, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Maturity date | May 31, 2022 | ||||||
Principal amount and accrued unpaid interest | $ 537,000 | ||||||
Share price per share | $ 0.15 | ||||||
Issuance of common stock, net | $ 121,781,000 | $ 20,195,000 | |||||
Convertible Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 3,540,000 | ||||||
Subsequent Event [Member] | Assumption Agreement [Member] | Alset International Limited [Member] | Convertible Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 8,350,000 | ||||||
Accrued and unpaid interest | $ 415,000 | ||||||
Maturity date | May 15, 2022 | ||||||
Shares issued | 21,366,177 | ||||||
Principal amount and accrued unpaid interest | $ 8,765,000 | ||||||
Share price per share | $ 0.408 | ||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Alset EHome International Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price per share | $ 0.3810 | ||||||
Issuance of common stock, net, shares | 3,986,877 | 44,619,423 | |||||
Issuance of common stock, net | $ 1,519,000 | $ 17,000,000 | |||||
Subsequent Event [Member] | True Partner Revised Stock Purchase Agreement [Member] | Alset EHome International Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in exchange | 17,570,948 | ||||||
Subsequent Event [Member] | True Partner Revised Stock Purchase Agreement [Member] | Alset EHome International Inc [Member] | True Partner Capital Holding Limited [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock | 62,122,908 | 62,122,908 |