0001213900-21-014469 | 10-K | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 07, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	CREATIVE REALITIES, INC.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,743,667
Entity Public Float			$ 24,538,011
Amendment Flag	false
Entity Central Index Key	0001356093
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	001-33169
Entity Incorporation, State or Country Code	MN
Entity Interactive Data Current	Yes

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 1,826	$ 2,534
Accounts receivable, net of allowance for doubtful accounts of $1,230 and $617, respectively	2,302	4,663
Unbilled receivables	41	86
Work-in-process and inventories, net	2,351	379
Prepaids and other current assets	507	320
Total current assets	7,027	7,982
Operating lease right-of-use assets	931	1,728
Property and equipment, net	1,340	1,553
Intangibles, net	3,790	4,407
Goodwill	7,525	18,171
Other assets	5	135
TOTAL ASSETS	20,618	33,976
CURRENT LIABILITIES
Short-term seller note payable	1,637	1,637
Short-term related party convertible loans payable, at fair value		2,000
Accounts payable	1,661	1,849
Accrued expenses	2,142	2,751
Deferred revenues	764	772
Customer deposits	770	755
Current maturities of operating leases	355	646
Current maturities of financing leases	4	21
Total current liabilities	7,333	10,431
Long-term Payroll Protection Program note payable	1,552
Long-term related party loans payable, net of $168 and $507 discount, respectively	4,436	3,757
Long-term related party convertible loans payable, at fair value	2,270
Long-term obligations under operating leases	584	1,100
Long-term obligations under financing leases		5
Long-term accrued expenses	108
Deferred tax liabilities		175
TOTAL LIABILITIES	16,283	15,648
SHAREHOLDERS’ EQUITY
Common stock, $0.01 par value, 200,000 shares authorized; 10,924 and 9,775 shares issued and outstanding, respectively	109	98
Additional paid-in capital	56,712	54,052
Accumulated deficit	(52,486)	(35,642)
Total shareholders’ equity	4,335	18,508
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 20,618	$ 33,976

Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance receivable, net (in Dollars)	$ 1,230	$ 617
Loans payable, net (in Dollars)	$ 168	$ 507
Common stock par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000	200,000
Common stock, shares issued	10,924	9,775
Common stock, shares outstanding	10,924	9,775

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Sales
Hardware	$ 8,991	$ 8,229
Services and other	8,466	23,369
Total sales	17,457	31,598
Cost of sales
Hardware	6,251	6,245
Services and other	3,085	11,614
Total cost of sales	9,336	17,859
Gross profit	8,121	13,739
Operating expenses:
Sales and marketing	1,676	2,344
Research and development	1,083	1,413
General and administrative	9,293	9,092
Depreciation and amortization	1,474	1,250
Lease termination expense	18
Goodwill impairment	10,646
Loss on disposal of fixed assets	13
Gain on reversal of earnout liability		(250)
Total operating expenses	24,203	13,849
Operating loss	(16,082)	(110)
Interest expense, including amortization of debt discount	(1,023)	(831)
Change in fair value of warrant liability		21
Gain on settlement of obligations	209	2,046
Loss on fair value of debt	(93)
Other income/(expense), net	(13)	5
Total other income/(expense)	(920)	1,241
Net income/(loss) before income taxes	(17,002)	1,131
Income tax benefit/(expense)	158	(93)
Net income/(loss)	$ (16,844)	$ 1,038
Net income/(loss) per common share - basic (in Dollars per share)	$ (1.65)	$ 0.11
Net income/(loss) per common share - diluted (in Dollars per share)	$ (1.65)	$ 0.11
Weighted average shares outstanding - basic (in Shares)	10,195	9,748
Weighted average shares outstanding - diluted (in Shares)	10,195	9,759

Consolidated Statements of Shareholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional paid in capital	Accumulated (Deficit)	Total
Balance at Dec. 31, 2018	$ 97	$ 53,575	$ (36,851)	$ 16,821
Balance (in Shares) at Dec. 31, 2018	9,724,826
Adjustment due to adoption of ASU 2016-02			171	171
Vesting of performance shares previously granted to CEO		250		250
Shares issued for services		30		30
Shares issued for services (in Shares)	17,960
Shares issued to directors as compensation	$ 1	62		63
Shares issued to directors as compensation (in Shares)	31,760
Stock-based compensation		135		135
Net income loss			1,038	1,038
Balance at Dec. 31, 2019	$ 98	54,052	(35,642)	18,508
Balance (in Shares) at Dec. 31, 2019	9,774,546
Shares issued to directors as compensation	$ 1	99		100
Shares issued to directors as compensation (in Shares)	88,073
Stock-based compensation		620		620
Shares issued via at-the-market offering	$ 10	1,821		1,831
Shares issued via at-the-market offering (in Shares)	1,034,068
Exercise of warrants		120		120
Exercise of warrants (in Shares)	27,600
Net income loss			(16,844)	(16,844)
Balance at Dec. 31, 2020	$ 109	$ 56,712	$ (52,486)	$ 4,335
Balance (in Shares) at Dec. 31, 2020	10,924,287

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Activities:
Net (loss)/income	$ (16,844)	$ 1,038
Adjustments to reconcile net income/(loss) to be used in operating activities:
Depreciation and amortization	1,474	1,217
Amortization of debt discount	339	524
Stock-based compensation	719	448
Shares issued for services		30
Change in warrant liability		(21)
Allowance for doubtful accounts	613	253
Non-cash interest expense on related party loans	517
Deferred tax (benefit)/expense	(175)	47
Gain on obligation settlement	(209)	(2,046)
Loss on disposal of assets	13
Loss on fair value of debt	93
Goodwill impairment	10,646
Gain on reversal of earnout liability		(250)
Changes to operating assets and liabilities:
Accounts receivable and unbilled receivables	1,793	2,319
Inventories	(1,972)
Prepaid expenses and other current assets	(187)	1,260
Other assets	130	44
Operating lease right of use asset, net	149	535
Accounts payable and other current payables	3	284
Deferred revenue	(8)	(5,682)
Accrued expenses, net	(502)	1,474
Customer deposits	15	(1,924)
Operating lease liabilities, net	(139)	(517)
Other, net	2	(3)
Net cash used in operating activities	(3,530)	(970)
Investing activities
Proceeds from net working capital settlement		210
Purchases/additions of property and equipment and software development	(657)	(897)
Net cash used in investing activities	(657)	(687)
Financing activities
Proceeds from common stock issuance, net of issuance costs	1,831
Proceeds from related party loans		2,000
Proceeds from Payroll Protection Program loan	1,552
Principal payments on finance leases	(24)	(31)
Repayment of seller note		(498)
Proceeds from warrant exercise into common stock	120
Other financing activities, net		2
Net cash provided by financing activities	3,479	1,473
Decrease in Cash and Cash Equivalents	(708)	(184)
Cash and Cash Equivalents, beginning of year	2,534	2,718
Cash and Cash Equivalents, end of year	$ 1,826	$ 2,534

Nature of Organization and Operations

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF ORGANIZATION AND OPERATIONS

NOTE 1: NATURE OF ORGANIZATION AND OPERATIONS

Unless the context otherwise indicates, references in these Notes to the accompanying Consolidated Financial Statements to “we,” “us,” “our” and “the Company” refer to Creative Realities, Inc. and its subsidiaries.

Nature of the Company’s Business

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries Allure Global Solutions, Inc., a Georgia corporation, and Creative Realities Canada, Inc., a Canadian corporation. Our other wholly owned subsidiaries, Creative Realities, LLC, a Delaware limited liability company, and ConeXus World Global, LLC, a Kentucky limited liability company, are effectively dormant.

Liquidity and Financial Condition

The accompanying Consolidated Financial Statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not include any adjustments to the recoverability and classifications of recorded assets and liabilities as a result of uncertainties.

We produced net income for the year ended December 31, 2019 but incurred a net loss for the year ended December 31, 2020 and have negative cash flows from operating activities for both periods. As of December 31, 2020, we had cash and cash equivalents of $1,826 and a working capital deficit of $306.

On January 11, 2021, Creative Realities, Inc. received a notice from Old National Bank regarding forgiveness of the loan in the principal amount of $1,552 (the “PPP Loan”) that was made pursuant to the Small Business Administration Paycheck Protection Program under the Coronavirus Air, Relief and Economic Security Act of 2020. According to such notice, the full principal amount of the PPP Loan and the accrued interest have been forgiven. Accounting for the forgiveness will be recognized in the first quarter of 2021.

On February 18, 2021, the Company entered into a securities purchase agreement with an institutional investor which provided for the issuance and sale by the Company of 800,000 shares of the Company’s common stock (the “Shares”), in a registered direct offering (the “Offering”) at a purchase price of $2.50 per Share, for gross proceeds of $2,000. The net proceeds from the Offering after paying estimated offering expenses were approximately $1,835, which the Company intends to use for general corporate purposes. The closing of the Offering occurred on February 22, 2021.

On March 7, 2021, the Company and Slipstream entered into an agreement to refinance the Company’s Loan and Security Agreement, including (1) the extension of all maturity dates therein to March 31, 2023, (2) the conversion of the Disbursed Escrow Promissory Note into equity, (3) access to an additional $1,000 via a multi-advance line of credit facility, and (4) the removal of the three times liquidation preference with respect to the Company’s Secured Convertible Special Loan Promissory Note.

Management believes that, based on (i) the forgiveness of our PPP Loan, (ii) the execution of a registered direct offering and remaining availability for incremental offerings under our previously registered Form S-3, (iii) the refinancing of our debt, including extension of the maturity date on our term and convertible loans, as well as access to incremental borrowings under the new multi-advance line of credit, and (iv) our operational forecast through 2021, we can continue as a going concern through at least March 31, 2022. However, given our net losses, cash used in operating activities and working capital deficit, we obtained a continued support letter from Slipstream through March 31, 2022. We can provide no assurance that our ongoing operational efforts will be successful which could have a material adverse effect on our results of operations and cash flows.

See Note 8 Loans Payable to the Consolidated Financial Statements for an additional discussion of the Company’s debt obligations and further discussion of the Company’s refinancing activities subsequent to the year-end date.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying Consolidated Financial Statements follows:

1. Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for annual financial reporting.

The Consolidated Financial Statements include the accounts of Creative Realities, Inc., our wholly owned subsidiaries Allure, ConeXus World Global LLC, Creative Realities (Canada), Inc., and Creative Realities, LLC. All intercompany balances and transactions have been eliminated in consolidation, as applicable.

2. Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, applying the five-step model.

If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach.

The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances.

Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company does not have any material extended payment terms as payment is due at or shortly after the time of the sale, typically ranging between thirty and ninety days. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach when one is not available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year.

3. Inventories

Inventories are stated at the lower of cost or market (net realizable value), determined by the first-in, first-out (FIFO) method, and consist of the following:

	December 31,		December 31,
	2020		2019
Raw materials, net of reserve of $104 and $134, respectively	$	1,920	$	200
Inventory on consignment with distributors		208		-
Work-in-process		223		179
Total inventories	$	2,351	$	379

4. Impairment of Long-Lived Assets

We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Under ASC 360, impairment losses are recorded whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.

If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates.

5. Basic and Diluted Income/(Loss) per Common Share

Basic and diluted income/(loss) per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 7,040,709 and 5,046,888 at December 31, 2020 and 2019, respectively were excluded from the computation of income/(loss) per share as all options and warrants were anti-dilutive due to the net loss in 2020 and no options or warrants were in the money for 2019. In calculating diluted earnings per share for the years ended December 31, 2020 and 2019, in accordance with ASC 260 Earnings per share, we excluded the dilutive effect of the potential issuance of common stock upon an assumed conversion of the Special Loan.

6. Income Taxes

Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in basis of intangibles, stock-based compensation, reserves for uncollectible accounts receivable and inventory, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We had no uncertain tax positions as of December 31, 2020 and December 31, 2019.

7. Goodwill and Definite-Lived Intangible Assets

We follow the provisions of ASC 350, Goodwill and Other Intangible Assets. Pursuant to ASC 350, goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually. The Company uses an annual measurement date of September 30 (see Note 7 Intangible Assets and Goodwill).

8. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the allowance for doubtful accounts, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates.

9. Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term, using the straight-line method.

Property and equipment consist of the following at December 31, 2020 and 2019:

	December 31,
	2020			2019
Equipment	$	81		$	83
Leasehold improvements		135			136
Purchased and developed software		3,167			2,563
Furniture and fixtures		119			102
Other depreciable assets		56			65
Total property and equipment		3,558			2,949
Less: accumulated depreciation and amortization		(2,218	)		(1,396	)
Net property and equipment	$	1,340		$	1,553

The estimated useful lives used to compute depreciation and amortization are as follows:

Asset class		Useful life assigned
Equipment		3 – 5 years
Furniture and fixtures		5 years
Purchased and developed software		3 years
Leasehold improvements		Shorter of 5 years or term of lease

Depreciation expense was $837 and $564 for the years ended December 31, 2020 and 2019, respectively.

12. Research and Development and Software Development Costs

Research and development expenses consist primarily of development personnel and non-employee contractor costs related to the development of new products and services, enhancement of existing products and services, quality assurance and testing. The Company capitalizes its costs incurred for additional functionality to its internal software. We capitalized approximately $603 and $805 for the years ended December 31, 2020 and 2019, respectively. These software development costs include both enhancements and upgrades of our client-based systems including functionality of our internal information systems to aid in our productivity, profitability and customer relationship management. We are amortizing these costs over 3 years once the new projects are completed and placed in service. These costs are included in property and equipment, net on the Consolidated Balance Sheets.

13. Leases

We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842), as amended.

We determine if an arrangement is a lease at inception. Right of use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Operating leases are included in operating lease right-of-use assets, current maturities of operating leases, and long-term obligations under operating leases on our Consolidated Balance Sheets. Finance leases are included in property and equipment, net, current maturities of financing leases, and long-term obligations under financing leases on our Consolidated Balance Sheets.

Recently Issued Accounting Pronouncements

12 Months Ended

Dec. 31, 2020

Accounting Standards Update and Change in Accounting Principle [Abstract]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

NOTE 3: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently adopted

On January 1, 2020, we adopted ASU 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which provide guidance on evaluating the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The adoption of this guidance had no material impact on our Consolidated Financial Statements.

On January 1, 2020, we adopted ASU No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removed, modified, and added certain disclosure requirements. The adoption of this guidance had no material impact on our Consolidated Financial Statements.

Not yet adopted

In December 2019, the FASB issued ASU No. 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 us in the first quarter of 2021 on a prospective basis, and early adoption is permitted. We continue evaluating the impact of the guidance but anticipate it will have no material effect on our Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses. The main objective is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the incurred loss methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables and loans, entities will be required to estimate lifetime expected credit losses. The amendments are effective for public business entities that qualify as smaller reporting companies for fiscal years and interim periods beginning after December 15, 2022. We are currently evaluating the disclosure requirements related to adopting this guidance.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2020

Revenue Recognition [Abstract]

REVENUE RECOGNITION

NOTE 4: REVENUE RECOGNITION

The Company applies ASC 606 for revenue recognition. The following table disaggregates the Company’s revenue by major source for the years ended December 31, 2020 and 2019:

(in thousands)	Year Ended December 31, 2020		Year Ended December 31, 2019
Hardware	$	8,991	$	8,229

Services:
Installation Services		2,537		7,500
Software Development Services		549		9,303
Managed Services		5,380		6,566
Total Services		8,466		23,369

Total Hardware and Services	$	17,457	$	31,598

System hardware sales

System hardware revenue is recognized generally upon shipment of the product or customer acceptance depending upon contractual arrangements with the customer in instances in which the sale of hardware is the sole performance obligation. Shipping charges billed to customers are included in hardware sales and the related shipping costs are included in hardware cost of sales. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. System hardware revenues are classified as “Hardware” within our disaggregated revenue.

Installation services

The Company performs outsourced installation services for customers and recognizes revenue upon completion of the installations. Installation services also includes engineering services performed as part of an installation project.

When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are not distinct, so the arrangement is accounted for as a single performance obligation. Our customers control the work-in-process and can make changes to the design specifications over the contract term. Revenues are recognized over time as the installation services are completed based on the relative portion of labor hours completed as a percentage of the budgeted hours for the installation. Installation services revenues are classified as “Installation Services” within our disaggregated revenue.

Software design and development services

Software and software license sales are revenue when a fixed fee order has been received and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically. Software design and development revenues are classified as “Software Development Services” within our disaggregated revenue.

Software as a service

Software as a service includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length. We account for revenue from these services in accordance with ASC 985-20-15-5 and recognize revenue ratably over the performance period. Software as a service revenue are classified as “Managed Services” within our disaggregated revenue.

Maintenance and support services

The Company sells support services which include access to technical support personnel for software and hardware troubleshooting. The Company offers a hosting service through our network operations center, or NOC, allowing the ability to monitor and support its customers’ networks 7 days a week, 24 hours a day. These contracts are generally 12-36 months in length. Revenue is recognized over the term of the agreement in proportion to the costs incurred in fulfilling performance obligations under the contract. Maintenance and Support revenues are classified as “Managed Services” within our disaggregated revenue.

Maintenance and support fees are based on the level of service provided to end customers, which can range from monitoring the health of a customer’s network to supporting a sophisticated web-portal to managing the end-to-end hardware and software of a digital marketing system. These agreements are renewable by the customer. Rates for maintenance and support, including subsequent renewal rates, are typically established based upon a fee per location, per device, or a specified percentage of net software license fees as set forth in the arrangement. These contracts are generally 12-36 months in length. Revenue is recognized ratably and evenly over the service period.

The Company also performs time and materials-based maintenance and repair work for customers. Revenue is recognized at a point in time when the performance obligation has been fully satisfied.

Fair Value Measurement

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

NOTE 5: FAIR VALUE MEASUREMENT

We measure certain financial assets, including cash equivalents, at fair value on a recurring basis. In accordance with ASC 820-10-30, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10-35 establishes a three-level hierarchy that prioritizes the inputs used in measuring fair value. The three hierarchy levels are defined as follows:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets.

Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing.

The Company previously recorded warrant liabilities that were measured at fair value on a recurring basis using a binomial option pricing model. All of the Company’s outstanding warrants classified as liabilities expired during 2019.

As part of the Allure Acquisition, the Purchase Agreement contemplated additional consideration of $2,000 to be paid by us to Christie Digital Systems, USA (“Seller”) in the event that acquiree revenue exceeds $13,000, as defined in the underlying agreement, for any of the trailing twelve-month periods measured as of December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. The fair value of the earnout liability was determined to be $250 at the time of acquisition. As part of our finalization of opening balance sheet accounting at the close of the measurement period in November 2019, we recorded an adjustment to reflect the earnout liability to $0. The liability was deemed to be Level 3 as the valuation is based on revenue projections and estimates developed by management as informed by historical results. The liability was confirmed to be $0 at December 31, 2020 as metrics were not achieved for additional consideration through the year-end date.

As discussed in Note 7 Intangible Assets, Including Goodwill, the calculation of the weighted average cost of capital and management’s forecast of future financial performance utilized within our discounted cash flow model for the impairment of goodwill contains inputs which are unobservable and involve management judgment and are considered Level 3 estimates.

As discussed in Note 8 Loans Payable, the Special Loan is reported at fair value. This liability is deemed to be a Level 3 valuation. Certain unobservable inputs into the calculation of the fair value of this liability include an estimate of the fair value of the Company at a future date using a discounted cash flow model, discount rate assumptions, and an estimation of the likelihood of conversion of the Special Loan. As of December 31, 2020, we updated our fair value analysis of the Special Loan, which was originally evaluated at March 31, 2020 utilizing the assistance of a third-party valuation specialist, resulting in recognition of a loss of $93 during the year ended December 31, 2020 from the change in fair value of the liability and a corresponding increase/decrease in the debt balance recorded in the Consolidated Balance Sheet.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Supplemental Cash Flow Statement Information

12 Months Ended

Dec. 31, 2020

Supplemental Cash Flow Statement Information [Abstract]

SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

NOTE 6: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

	Year Ended
	December 31,
	2020		2019
Supplemental disclosure information for cash flow
Cash paid during the period for:
Interest	$	140	$	403
Income taxes, net	$	19	$	25

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

NOTE 7: INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

Intangible assets consisted of the following at December 31, 2020 and December 31, 2019:

	December 31,				December 31,
	2020				2019
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Technology platform	$	4,635		3,400	$	4,635		3,147
Customer relationships		5,330		2,870		5,330		2,679
Trademarks and trade names		1,020		925		1,020		752
		10,985		7,195		10,985		6,578
Accumulated amortization		7,195				6,578
Net book value of amortizable intangible assets	$	3,790			$	4,407

For the years ended December 31, 2020 and 2019, amortization of intangible assets charged to operations was $617 and $654, respectively.

Estimated amortization is as follows:

Year ending December 31,	Estimated Future Amortization
2021	$	544
2022		444
2023		444
2024		444
Thereafter		1,914

Intangible assets include the following and are being amortized over their estimated useful lives as follows:

Acquired Intangible Asset:	Amortization Period: (years)
Technology platform and patents		7
Trademark		3
Customer relationships		15

Goodwill

The following is a rollforward of the Company’s goodwill since December 31, 2019:

	Total
Balance as of January 1, 2020	$	18,171
Goodwill impairment		(10,646	)
Balance as of December 31, 2020	$	7,525

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis as of the end of September of each fiscal year, or when an event occurs, or circumstances change that would indicate potential impairment. The Company has only one reporting unit, and therefore the entire goodwill is allocated to that reporting unit.

Interim Impairment Assessment – March 31, 2020

Despite the excess fair value identified in our 2019 annual impairment assessment, we determined that the reduced cash flow projections and the significant decline in our market capitalization as a result of the COVID-19 pandemic during the three months ended March 31, 2020 indicated that an impairment loss may have been incurred during the first quarter. Therefore, we qualitatively assessed whether it was more likely than not that the goodwill was impaired as of March 31, 2020. We reviewed our previous forecasts and assumptions based on our current projections that are subject to various risks and uncertainties, including: (1) forecasted revenues, expenses and cash flows, including the duration and extent of impact to our business and our alliance partners from the COVID-19 pandemic, (2) current discount rates, (3) the reduction in our market capitalization, (5) changes to the regulatory environment and (6) the nature and amount of government support that will be provided. As a result of this qualitative assessment, we concluded that indicators of impairment were present and that a quantitative interim impairment assessment of our goodwill was necessary as of March 31, 2020.

As a result of the adoption of ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment the impairment test consists solely of comparing the carrying value of the reporting unit with its fair value and recording impairment, if identified.

The fair value of the reporting unit was estimated via the income approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our industry. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and by analyzing published rates relevant to our business to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. We utilized a discount rate of 14.5% in our valuation completed as of March 31, 2020.

While our outlook for the digital signage industry over the long term remains strong, we have experienced rapid and immediate deterioration in our short term business as a result of the COVID-19 pandemic, generating increased uncertainty across our customer base in many of our key vertical markets. The elective and forced closures of businesses across the United States has resulted in reduced demand for our services, which primarily assist business in engaging with their end customers in a physical space through digital technology. The elimination and minimization of public gatherings has materially impacted demand for products and services in our movie theater, sports arena and large entertainment markets. These conditions resulted in downward revisions of our internal forecasts on current and future projected earnings and cash flows, leading to an implied fair value of goodwill substantially below the carrying value. Therefore, during the three months ended March 31, 2020, we recorded a non-cash impairment loss of $10,646. We recorded the estimated impairment losses in the caption “Goodwill impairment” in our Consolidated Statement of Operations.

Annual Impairment Assessment – September 30, 2020

The Company assessed the carrying value of goodwill at the reporting unit level based on an estimate of the fair value of the respective reporting unit. Fair value of the reporting unit was estimated using a discounted cash flow analyses consisting of various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects and economic or market trends that may occur, specifically, the Company gave significant consideration to actual historic financial results, including revenue growth rates in the preceding three years. Based on the Company’s assessment, we determined that the fair value of our reporting unit exceeds its carrying value, and accordingly, the goodwill associated with the reporting unit is not considered to be impaired at September 30, 2020.

Given the proximity in time to the most recent goodwill impairment, which marked the Company’s goodwill balance down to fair value, the Company anticipated its analysis would result in a thin margin in the percentage of excess fair value over carrying value as of the assessment date. Through the analysis performed as of September 30, 2020, the excess fair value over carrying value was approximately 7%. Based on the Company’s assessment, we determined that the fair value of our reporting unit exceeds its carrying value, and accordingly, the goodwill associated with the reporting unit is not considered to be impaired at September 30, 2020.

The Company recognizes that any changes in our projected 2021 and future results could potentially have a material impact on our assessment of goodwill impairment. The Company will continue to monitor the actual performance of its operations against expectations and assess further indicators of possible impairment. The valuation of goodwill and intangible assets is subject to a high degree of judgment, uncertainty and complexity. Should any indicators of impairment occur in subsequent periods, the Company will be required to perform an analysis in order to determine whether goodwill is impaired.

Loans Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

LOANS PAYABLE

NOTE 8: LOANS PAYABLE

The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the notes follows.

As of December 31, 2020

Debt Type

Issuance
Date

Principal

Maturity
Date

Warrants

Interest Rate Information

6/30/2018

264

N/A

0.0% interest

1/16/2018

1,085

3/31/2023

61,729

10.0% interest

⁽¹⁾

8/17/2016

3,255

3/31/2023

588,236

10.0% interest

⁽¹⁾

11/19/2018

1,637

2/15/2020

3.5% interest

12/30/2019

2,177

3/31/2023

10.0% interest

⁽²⁾

4/27/2020

1,552

4/27/2022

⁽³⁾

1.0% interest

⁽³⁾

Total debt, gross

9,970

649,965

Fair value (E)

Total debt, gross

10,063

Debt discount

(168

)

Total debt, net

9,895

Less current maturities

(1,637

)

Long term debt

8,258

As of December 31, 2019
Debt Type	Issuance Date	Principal			Maturity Date	Warrants		Interest Rate Information
A	6/30/2018	$	264		6/30/2021		-	0.0% interest
B	1/16/2018		1,000		6/30/2021		61,729	8.0% interest
C	8/17/2016		3,000		6/30/2021		588,236	8.0% interest
D	11/19/2018		1,637		2/15/2020		-	3.5% interest
E	12/30/2019		2,000		6/30/2021		-	8.0% interest
		$	7,901				649,965
	Debt discount		(507	)
	Total debt	$	7,394
	Less current maturities		(3,637	)
	Long term debt		3,757

A – Secured Disbursed Escrow Promissory Note with related party

B – Secured Revolving Promissory Note with related party

C – Term Loan with related party

D – Amended and Restated Seller Note from acquisition of Allure

E – Secured Convertible Special Loan Promissory Note, at fair value

F – Paycheck Protection Program Loan from Small Business Administration

(1)	8.0% cash interest per annum through March 31, 2020. 10.0% paid-in-kind interest (“PIK”) interest per annum from April 1, 2020 through December 31, 2020. 8.0% cash interest per annum January 1, 2021 through the maturity date.

(2)	8.0% cash interest per annum, comprised of 6.0% cash, 2.0% PIK through March 31, 2020. 10.0% PIK interest per annum through September 30, 2020. In an event of default, the interest rate increases by 6.0% to 16.0%. Debt is automatically convertible to a new class of senior preferred stock of the Company at the earlier of an event of default or November 30, 2020. The principal, including PIK interest, as of December 31, 2020 is $2,177; however, fair value accounting for the convertible debt instrument results in an additional $93 of debt recorded on the Consolidated Balance Sheet as of December 31, 2020 related to this instrument.

(3)	1,0% cash interest per annum. Payments are deferred for six months from the date of the Promissory Note and the Company can apply for forgiveness of the Promissory Note after 60 days.

SBA Paycheck Protection Program Loan

On April 27, 2020, the Company entered into a Promissory Note with Old National Bank (the “Promissory Note”), which provided for an unsecured loan of $1,552 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The Promissory Note has a term of two years with a 1% per annum interest rate. While the Promissory Note currently has a two-year term, the amended law permits the Company to request a five-year maturity from Old National Bank. Payments are deferred for six months from the date of the Promissory Note and the Company can apply for forgiveness of the Promissory Note after 60 days. On January 11, 2021, Creative Realities, Inc. received a notice from Old National Bank regarding forgiveness of the loan in the principal amount of $1,552 (the “PPP Loan”) that was made pursuant to the Small Business Administration Paycheck Protection Program under the Coronavirus Air, Relief and Economic Security Act of 2020. According to such notice, the full principal amount of the PPP Loan and the accrued interest have been forgiven. Accounting for the forgiveness will be recognized in the first quarter of 2021.

Amended and Restated Loan and Security Agreement

On March 7, 2021, the Company and its subsidiaries (collectively, the “Borrowers”) refinanced their current debt facilities with Slipstream Communications, LLC (“Slipstream”), pursuant to an Amended and Restated Credit and Security Agreement (the “Credit Agreement”). The debt facilities continue to be fully secured by all assets of the Borrowers. The maturity date (“Maturity Date”) on the outstanding debt and new debt is extended to March 31, 2023. The Credit Agreement (i) provides a $1,000 of availability under a line of credit (the “Line of Credit”), (ii) consolidates our existing term and revolving line of credit facilities into a new term loan (the “New Term Loan”) having an aggregate principal balance of approximately $4,550 (including a 3.0% issuance fee capitalized into the principal balance), (iii) increases the outstanding special convertible term loan (the “Convertible Loan”) to approximately $2,280 (including a 3.0% issuance fee capitalized into the principal balance), and (iv) extinguishes the outstanding obligations owed with respect to a $264 existing disbursed escrow loan in exchange for shares of the Company’s common stock (the “Disbursed Escrow Conversion Shares”), valued at $2.718 per share (the trailing 10-day VWAP as reported on the Nasdaq Capital Market as of the date of execution of the Credit Agreement). The Line of Credit and Convertible Loan accrue interest at 10% per year, and the New Term Loan accrues interest at 8% per year.

The New Term Loan requires no principal payments until the Maturity Date, and interest payments are payable on the first day of each month until the Maturity Date. All interest payments owed prior to October 1, 2021 are payable as PIK payments, or increases to the principal balance only.

The Line of Credit and Convertible Loan require payments of accrued interest payable on the first day of each month through April 1, 2022. All such interest payments made prior to October 1, 2021 are payable as PIK payments, or increases to the principal balances under the Line of Credit and Convertible Loan only. No principal payments are owed under the Line of Credit or Convertible Loan until April 1, 2022, at which time all principal and interest on each of the Line of Credit and Convertible Loan will be paid in monthly installments until the Maturity Date to fully amortize outstanding principal by the Maturity Date.

All payments of interest (other than PIK payments) and principal on the Line of Credit and Convertible Loan may be paid, in the Borrowers’ sole discretion, in shares of the Company’s Common Stock (the “Payment Shares,” and together with the Disbursed Escrow Conversion Shares, the “Shares”). The Payment Shares will be valued on a per-Share basis at 70% of the VWAP of the Company’s shares of common stock as reported on the Nasdaq Capital Market for the 10 trading days immediately prior to the date such payment is due; provided that the Payment Shares shall not be valued below $0.50 per Share (the “Share Price”).

The Credit Agreement limits the Company’s ability to issue Shares as follows (the “Exchange Limitations”): (1) The total number of Shares that may be issued under the Credit Agreement will be limited to 19.99% of the Company’s outstanding shares of common stock on the date the Credit Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; (2) if Slipstream and its affiliates (the “Slipstream Group”) beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares and such shares are less than 19.99% of the then-issued and outstanding shares of Company common stock, the issuance of such Payment Shares will not cause the Slipstream Group to beneficially own in excess of 19.99% of the issued and outstanding shares of Company common stock after such issuance unless stockholder approval is obtained for ownership in excess of 19.99%; and (3) if the Slipstream Group does not beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares, the Company may not issue Payment Shares to the extent that such issuance would result in Slipstream Group beneficially owning more than 19.99% of the then issued and outstanding shares of Company common stock unless (A) such ownership would not be the largest ownership position in the Company, or (B) stockholder approval is obtained for ownership in excess of 19.99%.

Accounting for the Credit Agreement is anticipated to be accounted for as a debt extinguishment in the first quarter of 2021. Entry into the Credit Agreement prior to the filing of this report resulted in the reclassification of approximately $6,706, net of debt discount, from current maturities to long term debt.

Loan and Security Agreement History

On August 17, 2016, the Company entered into a Loan and Security Agreement with Slipstream (“Loan and Security Agreement”). Since the initial entry into the Loan and Security Agreement in 2016, the Company has entered into several financing arrangements with varying interest rates, maturity dates, and number of associated detachable warrants, each entered within the structure of the Loan and Security Agreement. The debt instruments outstanding under the Loan and Security Agreement as of December 31, 2020 include the Term Loan, Secured Revolving Promissory Note, Secured Disbursed Escrow Promissory Note, and the Special Loan.

The Loan and Security Agreement contains certain customary restrictions including, but not limited to, restrictions on mergers and consolidations with other entities, cancellation of any debt or incurring new debt (subject to certain exceptions), and other customary restrictions. Obligations under the loan and security agreement are secured by a grant of collateral security in all of the tangible assets of Creative Realities, Inc. and each of its wholly owned subsidiaries.

Ninth, Tenth, Eleventh, Twelfth, and Thirteenth Amendment; Modification of Conversion Date of Special Loan under Loan and Security Agreement

On February 28, 2021, January 31, 2021, December 31, 2020, November 30, 2020, and September 29, 2020, the Company entered into several amendments to Loan and Security Agreement with its subsidiaries and Slipstream to amend the automatic conversion date of the Special Loan. Each amendment extended the automatic conversion date of the Special Loan, which was ultimately Amended and Restated in full on March 7, 2021 as discussed further above. The Company paid no fees in exchange for these extensions.

Eighth Amendment; Modification of Interest Rates under Loan and Security Agreement

On April 1, 2020, the Company entered into an Eighth Amendment to Loan and Security Agreement (the “Eighth Amendment”) with its subsidiaries and Slipstream to amend the terms of the payments and interest accruing on the Company’s Term Loan, Secured Revolving Promissory Note, and Special Loan. The Eighth Amendment increased the interest rates of these loans from 8% to 10%, effective April 1, 2020. Until January 1, 2021, rather than cash payments of accrued interest under the term and revolving loans, interest will be paid by the issuance of and treated as additional principal thereunder. Commencing January 2, 2021, such interest will be payable in cash. Interest on the special loan will no longer be paid in cash, but by the issuance of and treated as additional principal thereunder.

Upon entry into the Eighth Amendment, the Company completed an analysis of the changes in the Loan and Security Agreement within ASC 470 Debt, concluding that the changes represent a modification to the existing debt that was not a troubled debt restructuring and will account for the modified terms prospectively as yield adjustments, based on the revised terms.

Seventh Amendment; Entry into Secured Convertible Special Loan Promissory Note

On December 30, 2019, we entered into the Special Loan as part of the Seventh Amendment under which we obtained $2,000, with interest thereon at 8% per annum payable 6% in cash and 2% via the issuance of SLPIK interest, provided however that upon occurrence of an event of default the interest rate shall automatically be increased by 6% per annum payable in cash. The entry into the Seventh Amendment adjusted the interest rate on the Company’s Term Loan and Revolving Loan to 8% per annum, provided, however, at all times when the aggregate outstanding principal amount of the Term Loan and the Revolving Loan exceeds $4,100 then the Loan Rate shall be 10%, of which eight percent 8% shall be payable in cash and 2% shall be paid by the issuance of and treated as additional PIK.

Upon the earlier to occur of an Event of Default or October 1, 2020, if any of the principal amount of the Special Loan is then outstanding, the principal and accrued but unpaid interest of the Special Loan and the outstanding SLPIK shall be automatically converted into shares of a new series of Senior Convertible Preferred Stock of the Company (“New Preferred”) having an Appraised Value equal to three times the then outstanding principal amount and accrued but unpaid interest of the Special Loan and the outstanding SLPIK and having the following terms and conditions, as reasonably determined by the Company and Slipstream, the New Preferred shall:

●

be the most senior equity security of the Company, including with respect to the payment of dividends and other distributions;

●

be on substantially the same terms and conditions as the Company’s Series A-1 6% Convertible Preferred Stock as set forth in its Certificate of Designation immediately before the same was cancelled pursuant to a Certificate of Cancellation dated as of March 13, 2019;

●

not be subject to a right of redemption upon the part of a holder thereof;

●

accrue and pay quarterly dividends at the rate of twelve percent (12%) per annum which shall be payable in cash;

●

have a Stated Value that is an amount mutually agreed by the Company and the Slipstream at the time of issuance;

●

Conversion Price shall be an amount equal to 80% of the average for the 30-day period ending two days prior to the required conversion date of the daily average of the range of the Company’s common stock (calculated pursuant to information on The Wall Street Journal Online Edition), subject to appropriate adjustments; and

●

neither section 6(e) of the Series A-1 Certificate of Designation nor any similar provision shall apply to the New Preferred.

In entering the Seventh Amendment and Special Loan, pursuant to ASC 825-10-25-1, Fair Value Option, we made an irrevocable election to report the Special Loan at fair value, with changes in fair value recorded through the Company’s Consolidated Statements of Operations in each reporting period. For the year ended December 31, 2020, our fair value analysis of the Special Loan resulted in recognition of a $93 loss from the change in fair value of the liability

Sixth Amendment; Extension of Maturity Dates

On November 6, 2019, Slipstream extended the maturity date of our term loan and revolver loan to June 30, 2021 through the Sixth Amendment to the Loan and Security Agreement, aligning the maturity date of our Term Loan and Secured Revolving Promissory Note with the Secured Disbursed Escrow Promissory Note.

Secured Disbursed Escrow Promissory Note

The Fourth Amendment to the Loan and Security Agreement included entry into a Secured Disbursed Escrow Promissory Note between the Company and Slipstream, and, effective June 30, 2018 we drew $264 in conjunction with our exit from a previously leased operating facility. The principal amount of the Secured Disbursed Escrow Promissory Note bears no interest. Upon entry into the Restated Agreement on March 7, 2021, this note was converted into Company common stock, which will be recorded during the first quarter of 2021.

Amended and Restated Seller Note from acquisition of Allure

The Amended and Restated Seller Note represents a note payable due from Allure to Seller, under a pre-existing Seller Note which was amended and restated to a reduced amount of $900 through the Stock Purchase Agreement. At the closing date, the estimated net working capital deficit of Allure was $801 in excess of the target net working capital as defined in the Stock Purchase Agreement. As of the balance sheet date, Allure also had accounts payable to Seller for outsourced services of $2,204. We agreed with the Seller to settle the estimated net working capital deficit through a reduction in the accounts payable to Seller as of the acquisition date and to further amend the Seller Note to include the remaining $1,403 accounts payable due from Allure to Seller, resulting in a Seller Note of $2,303. That debt is represented by our issuance to the Seller of a promissory note accruing interest at 3.5% per annum. The promissory note requires us to make quarterly payments of interest only through February 19, 2020, on which date the promissory note matured and all remaining amounts owing thereunder became due.

The promissory note is convertible into shares of Creative Realities common stock, at the seller’s option on or after the 180th day after issuance, at an initial conversion price of $8.40 per share, subject to customary equitable adjustments. Conversion of all amounts owing under the promissory note will be mandatory if the 30-day volume-weighted average price of our common stock exceeds 200% of the common stock trading price at the closing of the acquisition. We granted the seller customary registration rights for the shares of our common stock issuable upon conversion of the promissory note.

On February 20, 2020, the Company and Allure filed a demand for arbitration against Seller for (1) breach of contract, (2) indemnification, and (3) fraudulent misrepresentation under the Allure Purchase Agreement. This demand included a claim for the right to offset the amounts owing under the Amended and Restated Seller Note due February 20, 2020. We have not paid, nor do we intend to pay, the Amended and Restated Seller Note, which is now past its maturity date, without resolution of our demand for arbitration. On February 27, 2020, Seller sent the Company a notice of breach for failure to pay the Amended and Restated Seller Note on the maturity date of February 20, 2020 and demanding immediate payment. The Company continues to accrue interest on the Amended and Restated Seller Note and have included $67 in accrued expenses in the Consolidated Financial Statements as of December 31, 2020. See Note 9 Commitments and Contingencies for further discussion.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9: COMMITMENTS AND CONTINGENCIES

Litigation

On August 2, 2019, the Company filed suit in Jefferson Circuit Court, Kentucky, against a supplier of Allure for breach of contract, breach of warranty, and negligence with respect to equipment installations performed by such supplier for an Allure customer. This case remains in the early stages of litigation, in part due to delays resulting from the COVID-19 pandemic, and, as a result, the outcome of each case is unclear, so the Company is unable to reasonably estimate the possible recovery, or range of recovery, if any.

On October 10, 2019, the Allure customer that is the basis of our claim above sent a demand to the Company for payment of $3,200 as settlement for an alleged breach of contract related to hardware failures of equipment installations performed by Allure between November 2017 and August 2018. The suits filed by and against Allure have been adjoined in the Jefferson Circuit Court, Kentucky in January 2020. This suit remains in the early stages of litigation and, as a result, the outcome of the suit and the allocation of liability, if any, remain unclear, so the Company is unable to reasonably estimate the possible liability, recovery, or range of magnitude for either the liability or recover, if any, at the time of this filing.

The Company has notified its insurance company on notice of potential claims and continues to evaluate both the claim made by the customer and potential avenues for recovery against third parties should the customer prevail.

On February 20, 2020, the Company and Allure filed a demand for arbitration against Seller for breach of contract, indemnification, and fraudulent misrepresentation under the Allure Purchase Agreement. This demand included a claim for the right to offset the amounts owing under the Amended and Restated Seller Note due February 20, 2020. We have not paid the Amended and Restated Seller Note which is now past its maturity date. On February 27, 2020, Seller sent the Company a notice of breach for failure to pay the Amended and Restated Seller Note on the maturity date of February 20, 2020 and demanding immediate payment. In December 2020, the parties entered a pre-arbitration mediation process in an effort to settle the litigation, which remains ongoing as of the date of this report. We continue to assert the offset right under the Purchase Agreement and Amended and Reseller Note.

Except as noted above, the Company is not party to any other material legal proceedings, other than ordinary routine litigation incidental to the business, and there were no other such proceedings pending during the period covered by this Report.

Settlement of obligations

During the year ended December 31, 2020, the Company settled and/or wrote off obligations of $348 for aggregate cash payments of $139 and recognized a gain of $209 related to legacy accounts payable deemed to no longer be legal obligations to vendors.

During the year ended December 31, 2019, the Company settled and/or wrote off obligations of $3,178 for $1,132 cash payment and recognized a gain of $2,046. $1,619 of this gain related to settlement of legacy sales commissions due to a third party vendor which were settled with a cash payment of $1,100 during the three-months ended December 31, 2019. The remaining settlements related to legacy accounts payable deemed to no longer be legal obligations to vendors.

Employee-related Expenses

We implemented cost-control measures in light of the effect of the COVID-19 pandemic on our business, including employment compensation reductions designed to achieve preliminary cost savings. On March 19, 2020, the Company’s Board of Directors approved a six-month reduction of the salaries of our Chief Executive Officer and Chief Financial Officer by twenty percent (20%), thereby reducing the salaries payable to such officers in 2020 to $297,000 and $224,100, respectively. The reduction of the salaries of our Chief Executive Officer and Chief Financial Officer remain active as of the date of this report.

On March 20, 2020, we completed a reduction-in-force and accrued one-time termination benefits related to severance to the affected employees of $135, the total of which was paid during the three months ended June 30, 2020. Pursuant to certain employee-related actions taken in 2018, the Company made cash payments of approximately $555 during the year ended December 31, 2019 that were previously accrued.

Lease termination

On December 31, 2020, we exited our office facilities located in Dallas, TX. In ceasing use of these facilities, we recorded a one-time non-cash charge of $18. There were no such lease terminations during 2019.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 10: RELATED PARTY TRANSACTIONS

In addition to the financing transactions with Slipstream, a related party, discussed in Note 8 Loans Payable, we have the following related party transactions.

On August 14, 2018, we entered into a payment agreement with 33 Degrees Convenience Connect, Inc., a related party that is approximately 17.5% owned by a member of our senior management (“33 Degrees”) outlining terms for repayment of $2,567 of aged accounts receivable as of that date. The payment agreement stipulated a simple interest rate of 12% on aged accounts receivable to be paid on the tenth day of each month through the maturity date of December 31, 2019. As of December 31, 2019, 33 Degrees paid the note in full.

Following repayment of the note, 33 Degrees has continued to purchase additional hardware and services from the Company under normal payment terms.

For the years ended December 31, 2020 and 2019, we had sales of $1,058 (6.1% of consolidated sales) and $1,103 (3.5% of consolidated sales), respectively, with 33 Degrees. Accounts receivable due from 33 Degrees was $40, or 1.2%, and $1, or 0% of consolidated accounts receivable at December 31, 2020 and December 31, 2019, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11: INCOME TAXES

Income tax benefit/(expense) consisted of the following:

	Year ended December 31,
	2020			2019
Tax provision summary:
State income tax	$	(17	)	$	(46	)
Deferred tax benefit/(expense) - federal		150			(17	)
Deferred tax benefit/(expense) – state		25			(30	)
Tax benefit/(expense)	$	158		$	(93	)

The income tax benefit includes federal and state income taxes currently payable and those deferred or prepaid because of temporary differences between financial statement and tax bases of assets and liabilities. The Company records income taxes under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws.

A reconciliation of the statutory income tax rate to the effective income tax rates as a percentage of income before income taxes is as follows:

	2020			2019
Federal statutory rate		21.00	%		21.00	%
State taxes, net of federal benefit		1.53	%		9.85	%
Foreign rate differential		0.51	%		-9.69	%
Discrete items, Transaction items, and Other		-7.00	%		44.85	%
Changes in valuation allowance		-15.11	%		-57.76	%
Effective tax rate		0.93	%		8.25	%

The net deferred tax assets and liabilities recognized in the accompanying Consolidated Balance Sheets, determined using the income tax rate applicable to each period, consist of the following:

	December 31,
	2020			2019
Deferred tax assets (liabilities):
Reserves	$	318		$	175
Property and equipment		(40	)		(83	)
Accrued expenses		326			265
Right-of-use Asset		(147	)		(414	)
Right-of-use Liability		149			419
IRC 163(j) Interest Deduction		18			17
Non-qualified stock options		675			528
R&D credits		1,801			1,801
Net foreign carryforwards		3,106			2,768
US net operating loss and credit carryforwards		35,566			34,754
Intangibles		(13	)		(1,128	)

Total deferred tax assets, net		41,759			39,102
Valuation allowance		(41,759	)		(39,277	)

Net deferred tax liabilities	$	-		$	(175	)

As of December 31, 2020, the Corporation had no reserves recorded as a liability for unrecognized tax benefits for U.S. federal and state tax jurisdictions. There were no unrecognized tax benefits as of December 31, 2020 that, if recognized, would affect the tax rate. It is the Corporation’s policy to accrue interest and penalties related to liabilities for income tax contingencies in the provision for income taxes. As of December 31, 2020, the Corporation had no accrued interest or penalties related to uncertain tax positions.

Our deferred tax assets are primarily related to net federal and state operating loss carryforwards (NOLs). As of December 31, 2020, the Company has federal and state net operating loss carryforwards expiring between 2020 and 2039, $7,924 of which has an indefinite carryforward period. The federal statute of limitations remains open for tax years 2017 through 2019 and state tax jurisdictions generally have statutes of limitations open for tax years 2016 through 2019.

We have substantial NOLs that are limited in usage by IRC Section 382. IRC Section 382 generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period.

The goodwill impairment recorded March 31, 2020 altered the deferred tax impact associated with indefinite lived goodwill from a deferred tax liability to a deferred tax asset. As the indefinite-lived intangibles can no longer provide a source of income, a full valuation allowance was placed against the deferred tax assets.

We have performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Based on the history of losses of the Company, there continues to be a full valuation allowance against the net deferred tax assets of the Company.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Warrants

12 Months Ended

Dec. 31, 2020

Warrant Disclosure [Abstract]

WARRANTS

NOTE 12: WARRANTS

A summary of outstanding warrants for the years ended December 31, 2020 and 2019 is included below:

Year Ended December 31, 2020
	Warrants (Equity)
	Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance January 1, 2020		4,733,028		$	4.83		3.41
Warrants issued		-			-		-
Warrants exercised		(27,600	)		4.38		-
Warrants expired		(278,528	)		7.08		-
Balance December 31, 2020		4,426,900		$	4.62		2.83

Year Ended December 31, 2019
	Warrants (Equity)							Warrants (Liability)
	Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance January 1, 2019		4,815,047		$	4.90		4.34		216,255		$	7.34		0.64
Warrants issued		-			-		-		-			-		-
Warrants expired		(82,019	)		8.25		-		(216,255	)		7.34		-
Balance December 31, 2019		4,733,028		$	4.83		3.41		-		$	-		-

Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 13: STOCK-BASED COMPENSATION

A summary of outstanding options is included below:

Time Vesting Options			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Range of Exercise	Number		Contractual		Exercise		Options		Exercise
Prices between	Outstanding		Life		Price		Exercisable		Price
$0.01 - $3.00		1,525,000		9.41	$	2.52		8,333	$	1.88
$3.01 - $7.50		184,830		5.34	$	6.72		168,163	$	6.64
$7.51+		103,979		4.44		11.74		99,187	$	11.89
		1,813,809		8.71	$	3.48		275,683

Performance Vesting Options

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$0.01 - $3.00

800,000

9.42

2.53

800,000

9.42

2.53

	Time Vesting Options					Performance Vesting Options
				Weighted				Weighted
				Average				Average
	Options			Exercise		Options		Exercise
Date/Activity	Outstanding			Price		Outstanding		Price
Balance, December 31, 2019		313,860		$	8.06		-	$	-
Granted		1,580,000			2.53		800,000		2.53
Exercised		-			-		-		-
Forfeited or expired		(80,051	)		2.76		-		-
Balance, December 31, 2020		1,813,809			3.48		800,000	$	2.53

The weighted average remaining contractual life for options exercisable is 5.2 years as of December 31, 2020.

Valuation Information for Stock-Based Compensation

For purposes of determining estimated fair value under FASB ASC 718-10, Stock Compensation, the Company computed the estimated fair values of stock options using the Black-Scholes model.

On June 1, 2020 the Board of Directors of the Company granted 10-year options to purchase an aggregate of 2,380,000 shares of its common stock to employees of the Company subject to shareholder approval of an increase in the reserve of shares authorized for issuance under the Company’s 2014 Stock Incentive Plan (the “Plan”). On July 10, 2020, the Company held a special meeting of the Company’s shareholders at which the shareholders approved the amendment to the Plan, which increased the reserve of shares authorized for issuance thereunder to 6,000,000 shares.

Of the 2,380,000 options awarded, 1,580,000 vest over 3 years and have an exercise price of $2.53, the market value of the Company’s common stock on the grant date. The fair value of the options on the grant date was $1.87 and was determined using the Black-Scholes model. These values were calculated using the following weighted average assumptions:

Risk-free interest rate	0.66	%
Expected term	6.25 years
Expected price volatility	89.18	%
Dividend yield	0	%

The remaining 800,000 options awarded vest in equal installments over a three-year period subject to satisfying the Company revenue target and earnings before interest, taxes, depreciation and amortization (“EBITDA”) target for the applicable year. In each of calendar years 2020, 2021 and 2022, one-third of the total shares may vest (if the revenue and EBITDA targets are met), and the shares that are subject to vesting each year are allocated equally to each of the revenue and EBITDA targets for such year.

These performance options include a catch-up provision, where any options that did not vest during a prior year due to the Company’s failure to meet a prior revenue or EBITDA target may vest in a subsequent vesting year if the revenue or EBITDA target, as applicable, is met in the future year. The revenue and EBITDA targets for the following three years are as follows:

Calendar Year	Revenue Target	EBITDA Target
2020	$32 million	$2.2 million
2021	$35 million	$3.1 million
2022	$38 million	$3.5 million

The exercise price of the foregoing options is $2.53 per share, the closing price of the Company’s common stock on the date of issuance. The options were issued from the Company’s 2014 Stock Incentive Plan. The fair value of the options on the grant date was $1.87 and was determined using the Black-Scholes model. These values were calculated using the same weighted average assumptions as the time vesting options issued. Performance against the identified revenue and EBITDA targets will be assessed quarterly by the Company in order to determine whether any compensation expense should be recorded. As of December 31, 2020, the Company had recorded no compensation expense in the Consolidated Statement of Operations with respect to these awards.

Stock Compensation Expense Information

ASC 718-10, Stock Compensation, requires measurement and recognition of compensation expense for all stock-based payments including warrants, stock options, restricted stock grants and stock bonuses based on estimated fair values. Under the Amended and Restated 2006 Equity Incentive Plan, the Company reserved 1,720,000 shares for purchase by the Company’s employees and under the Amended and Restated 2006 Non-Employee Director Stock Option Plan the Company reserved 700,000 shares for purchase by the Company’s employees. There are 12,135 options outstanding under the 2006 Equity Incentive Plan.

In October 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan, under which 7,390,355 shares were reserved for purchase by the Company’s employees. In August 2018, a special meeting of shareholders was held in which the shareholders voted to amend the Company’s 2014 Stock Incentive Plan to increase the reserve of shares authorized for issuance thereunder, from 7,390,355 shares to 18,000,000 shares. Following a 1-for-30 reverse stock split, the shares authorized for issuance under the Company’s 2014 Stock Incentive Plan was reduced to 600,000. On July 10, 2020, the Company’s shareholders approved an amendment to the Company’s 2014 Stock Incentive Plan to increase the reserve of authorized for issuance thereunder to 6,000,000. There are 2,601,674 options outstanding under the 2014 Stock Incentive Plan.

Compensation expense recognized for the issuance of stock options, including those options awarded to our Chairman of the Board, for the years ended December 31, 2020 and 2019 of $718 and $448, respectively, was included in general and administrative expense in the Consolidated Financial Statements. Amounts recorded include stock compensation expense for awards granted to directors of the Company in exchange for services at fair value, including $100 and $63, respectively, for the years ended December 31, 2020 and December 31, 2019, respectively.

At December 31, 2020, there was approximately $2,365 and $1,499 of total unrecognized compensation expense related to unvested share-based awards with time vesting and performance vesting criteria, respectively. Generally, expense related to the time vesting options will be recognized over the next two- and one-half years and will be adjusted for any future forfeitures as they occur. Compensation expense related to performance vesting options will be recognized if it becomes probable that the Company will achieve the identified performance metrics.

At December 31, 2019, there was approximately $174 of total unrecognized compensation expense related to unvested share-based awards with time vesting.

On September 20, 2018, the Compensation Committee of the Board of Directors proposed, and the Board of Directors approved, an aggregate award of 166,667 shares of common stock to our current CEO in light of performance and growth of certain key customer relationships. Of those shares granted, 133,334 were deemed to be awarded and fully vested as of such date, with the remaining 33,333 shares restricted to vest upon the Company’s recognition in accordance with GAAP of approximately $6,200 of revenue which was deferred on the Company’s balance sheet. During 2018, the Company recorded compensation expense for those vested awards based on the grant-date close price of the Company’s common stock, or $7.50, resulting in a non-cash compensation expense in the period of $1,000. During 2019, the conditions were met for those remaining shares to vest and the Company recorded compensation expense of $250 based on the grant-date close price of the Company’s common stock, or $7.50.

Leases

12 Months Ended

Dec. 31, 2020

Disclosure Text Block [Abstract]

LEASES

NOTE 14: LEASES

We adopted ASU No. 2016-02, Leases (Topic 842), as amended, on January 1, 2019 using the modified retrospective transition approach. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract was or contains a lease, and our initial direct costs for any leases that existed prior to January 1, 2019. We also elected to combine our lease and non-lease components. Upon adoption, we recognized total ROU assets of $2,319, with corresponding liabilities of $2,319 on the Consolidated Balance Sheets. This included $54 of pre-existing finance lease ROU assets previously reported in computer equipment within property and equipment, net. The ROU assets include adjustments for prepayments and accrued lease payments. The effect of the adoption resulted in a $171 cumulative effect adjustment to retained earnings on January 1, 2019.

We have entered into various non-cancelable operating lease agreements for certain of our offices and office equipment. Our leases have original lease periods expiring between 2021 and 2025. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease costs, lease term and discount rate are as follows:

(in thousands)	Year Ended December 31, 2020			Year Ended December 31, 2019
Finance lease cost
Amortization of right-of-use assets	$	20		$	32
Interest		2			5
Operating lease cost		626			736
Total lease cost	$	648		$	773

Weighted Average Remaining Lease Term
Operating leases		3.8 years			3.4 years
Finance leases		0.9 years			1.2 years

Weighted Average Discount Rate
Operating leases		10.0	%		10.0	%
Finance leases		14.0	%		13.6	%

The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2020:

*(in thousands)*	Operating Leases			Finance Leases
2021	$	377		$	4
2022		294			-
2023		291			-
2024		81			-
Thereafter		74			-
Total undiscounted cash flows		1,117			4
Less imputed interest		(178	)		-
Present value of lease liabilities		939			4

Lease liabilities, current		355			4
Lease liabilities, non-current		584			-
Present value of lease liabilities	$	939		$	4

Supplemental cash flow information related to leases are as follows:

(in thousands)	Year Ended December 31, 2020		Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	627	$	719
Operating cash flows from finance leases		2		1
Financing cash flows from finance leases		24		31

Profit-Sharing Plan

12 Months Ended

Dec. 31, 2020

Profit-Sharing Plan [Abstract]

PROFIT-SHARING PLAN

NOTE 15: PROFIT-SHARING PLAN

We have a defined contribution 401(k) retirement plans for eligible associates in the United States. Associates may contribute up to 15% of their pretax compensation to the plan subject to IRS limitations. Beginning on April 1, 2018, the Company began contributing an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%. The Company indefinitely suspended the employer match at the end of March 2020 in response to the uncertainty of the COVID-19 pandemic.

We have a Registered Retirement Savings Plan for eligible associates in Canada. Associates may contribute up to 18% of earned income reported on their tax return in the previous year, subject to legal contribution limits. Beginning on April 1, 2018, the Company began contributing an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%. The Company indefinitely suspended the employer match at the end of March 2020 in response to the uncertainty of the COVID-19 pandemic.

The Company contributed $35 and $155 to employee retirement plans for the year-ended December 31, 2020 and 2019, respectively.

Segment Information and Significant Customers/Vendors

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS/VENDORS

NOTE 16: SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS/VENDORS

Segment Information

We currently operate in one reportable segment, marketing technology solutions. Substantially all property and equipment is located at our offices in the United States, and a data center located in the United States. All material sales for the years ended December 31, 2020 and 2019 were in the United States and Canada.

Significant Customers

We had two (2) and one (1) customer(s) that accounted for 27.8% and 18.5% of revenue for the years ended December 31, 2020 and 2019, respectively.

For the years ended December 31, 2020 and 2019, we had sales of $1,058 (6.1% of consolidated sales) and $1,103 (3.5% of consolidated sales), respectively, with 33 Degrees Convenience Connect, Inc., a related party that is approximately 17.5% owned by a member of our senior management (“33 Degrees”).

We had two (2) and one (1) customer(s) that in the aggregate accounted for 42.6% and 14.4% of accounts receivable as of December 31, 2020 and December 31, 2019, respectively. Accounts receivable due from 33 Degrees was $40 and $1 at December 31, 2020 and 2019, respectively.

Significant Vendors

We had two (2) and one (1) vendor(s) that accounted for 46.8% and 50% of outstanding accounts payable at December 31, 2020 and December 31, 2019, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17: SUBSEQUENT EVENTS

Payroll Protection Program Loan

Registered Direct Offering

On February 18, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor which provided for the issuance and sale by the Company of 800,000 shares of the Company’s common stock (the “Shares”), in a registered direct offering (the “Offering”) at a purchase price of $2.50 per Share, for gross proceeds of $2,000. The net proceeds from the Offering after paying estimated offering expenses were approximately $1,835, which the Company intends to use for general corporate purposes. The closing of the Offering occurred on February 22, 2021.

Debt Refinancing

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

Revenue Recognition

2. Revenue Recognition

Inventories

3. Inventories

Inventories are stated at the lower of cost or market (net realizable value), determined by the first-in, first-out (FIFO) method, and consist of the following:

	December 31,		December 31,
	2020		2019
Raw materials, net of reserve of $104 and $134, respectively	$	1,920	$	200
Inventory on consignment with distributors		208		-
Work-in-process		223		179
Total inventories	$	2,351	$	379

Impairment of Long-Lived Assets

4. Impairment of Long-Lived Assets

Basic and Diluted Income/(Loss) per Common Share

5. Basic and Diluted Income/(Loss) per Common Share

Income Taxes

6. Income Taxes

Goodwill and Definite-Lived Intangible Assets

7. Goodwill and Definite-Lived Intangible Assets

Use of Estimates

8. Use of Estimates

Property and Equipment

9. Property and Equipment

Property and equipment consist of the following at December 31, 2020 and 2019:

	December 31,
	2020			2019
Equipment	$	81		$	83
Leasehold improvements		135			136
Purchased and developed software		3,167			2,563
Furniture and fixtures		119			102
Other depreciable assets		56			65
Total property and equipment		3,558			2,949
Less: accumulated depreciation and amortization		(2,218	)		(1,396	)
Net property and equipment	$	1,340		$	1,553

The estimated useful lives used to compute depreciation and amortization are as follows:

Asset class		Useful life assigned
Equipment		3 – 5 years
Furniture and fixtures		5 years
Purchased and developed software		3 years
Leasehold improvements		Shorter of 5 years or term of lease

Depreciation expense was $837 and $564 for the years ended December 31, 2020 and 2019, respectively.

Research and Development and Software Development Costs

12. Research and Development and Software Development Costs

Leases

13. Leases

We account for leases in accordance with ASU No. 2016-02, Leases (Topic 842), as amended.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of inventories

	December 31,		December 31,
	2020		2019
Raw materials, net of reserve of $104 and $134, respectively	$	1,920	$	200
Inventory on consignment with distributors		208		-
Work-in-process		223		179
Total inventories	$	2,351	$	379

Schedule of property and equipment

	December 31,
	2020			2019
Equipment	$	81		$	83
Leasehold improvements		135			136
Purchased and developed software		3,167			2,563
Furniture and fixtures		119			102
Other depreciable assets		56			65
Total property and equipment		3,558			2,949
Less: accumulated depreciation and amortization		(2,218	)		(1,396	)
Net property and equipment	$	1,340		$	1,553

Schedule of estimated useful lives used to compute depreciation and amortization

Asset class		Useful life assigned
Equipment		3 – 5 years
Furniture and fixtures		5 years
Purchased and developed software		3 years
Leasehold improvements		Shorter of 5 years or term of lease

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2020

Revenue Recognition [Abstract]

Schedule of revenue by major source

(in thousands)	Year Ended December 31, 2020		Year Ended December 31, 2019
Hardware	$	8,991	$	8,229

Services:
Installation Services		2,537		7,500
Software Development Services		549		9,303
Managed Services		5,380		6,566
Total Services		8,466		23,369

Total Hardware and Services	$	17,457	$	31,598

Supplemental Cash Flow Statement Information (Tables)

12 Months Ended

Dec. 31, 2020

Supplemental Cash Flow Statement Information [Abstract]

Schedule of supplemental cash flow information

	Year Ended
	December 31,
	2020		2019
Supplemental disclosure information for cash flow
Cash paid during the period for:
Interest	$	140	$	403
Income taxes, net	$	19	$	25

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	December 31,				December 31,
	2020				2019
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Technology platform	$	4,635		3,400	$	4,635		3,147
Customer relationships		5,330		2,870		5,330		2,679
Trademarks and trade names		1,020		925		1,020		752
		10,985		7,195		10,985		6,578
Accumulated amortization		7,195				6,578
Net book value of amortizable intangible assets	$	3,790			$	4,407

Schedule of estimated amortization

Year ending December 31,	Estimated Future Amortization
2021	$	544
2022		444
2023		444
2024		444
Thereafter		1,914

Schedule of estimated useful lives

Acquired Intangible Asset:	Amortization Period: (years)
Technology platform and patents		7
Trademark		3
Customer relationships		15

Schedule of goodwill

	Total
Balance as of January 1, 2020	$	18,171
Goodwill impairment		(10,646	)
Balance as of December 31, 2020	$	7,525

Loans Payable (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of outstanding debt with detachable warrants

As of December 31, 2020

Debt Type

Issuance
Date

Principal

Maturity
Date

Warrants

Interest Rate Information

6/30/2018

264

N/A

0.0% interest

1/16/2018

1,085

3/31/2023

61,729

10.0% interest

⁽¹⁾

8/17/2016

3,255

3/31/2023

588,236

10.0% interest

⁽¹⁾

11/19/2018

1,637

2/15/2020

3.5% interest

12/30/2019

2,177

3/31/2023

10.0% interest

⁽²⁾

4/27/2020

1,552

4/27/2022

⁽³⁾

1.0% interest

⁽³⁾

Total debt, gross

9,970

649,965

Fair value (E)

Total debt, gross

10,063

Debt discount

(168

)

Total debt, net

9,895

Less current maturities

(1,637

)

Long term debt

8,258

As of December 31, 2019
Debt Type	Issuance Date	Principal			Maturity Date	Warrants		Interest Rate Information
A	6/30/2018	$	264		6/30/2021		-	0.0% interest
B	1/16/2018		1,000		6/30/2021		61,729	8.0% interest
C	8/17/2016		3,000		6/30/2021		588,236	8.0% interest
D	11/19/2018		1,637		2/15/2020		-	3.5% interest
E	12/30/2019		2,000		6/30/2021		-	8.0% interest
		$	7,901				649,965
	Debt discount		(507	)
	Total debt	$	7,394
	Less current maturities		(3,637	)
	Long term debt		3,757

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of income tax provision

	Year ended December 31,
	2020			2019
Tax provision summary:
State income tax	$	(17	)	$	(46	)
Deferred tax benefit/(expense) - federal		150			(17	)
Deferred tax benefit/(expense) – state		25			(30	)
Tax benefit/(expense)	$	158		$	(93	)

Schedule of reconciliation statutory income tax

	2020			2019
Federal statutory rate		21.00	%		21.00	%
State taxes, net of federal benefit		1.53	%		9.85	%
Foreign rate differential		0.51	%		-9.69	%
Discrete items, Transaction items, and Other		-7.00	%		44.85	%
Changes in valuation allowance		-15.11	%		-57.76	%
Effective tax rate		0.93	%		8.25	%

Schedule of the deferred tax assets and liabilities

	December 31,
	2020			2019
Deferred tax assets (liabilities):
Reserves	$	318		$	175
Property and equipment		(40	)		(83	)
Accrued expenses		326			265
Right-of-use Asset		(147	)		(414	)
Right-of-use Liability		149			419
IRC 163(j) Interest Deduction		18			17
Non-qualified stock options		675			528
R&D credits		1,801			1,801
Net foreign carryforwards		3,106			2,768
US net operating loss and credit carryforwards		35,566			34,754
Intangibles		(13	)		(1,128	)

Total deferred tax assets, net		41,759			39,102
Valuation allowance		(41,759	)		(39,277	)

Net deferred tax liabilities	$	-		$	(175	)

Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Warrant Disclosure [Abstract]

Schedule of outstanding equity warrants

Year Ended December 31, 2020
	Warrants (Equity)
	Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance January 1, 2020		4,733,028		$	4.83		3.41
Warrants issued		-			-		-
Warrants exercised		(27,600	)		4.38		-
Warrants expired		(278,528	)		7.08		-
Balance December 31, 2020		4,426,900		$	4.62		2.83

Year Ended December 31, 2019
	Warrants (Equity)							Warrants (Liability)
	Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Amount			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance January 1, 2019		4,815,047		$	4.90		4.34		216,255		$	7.34		0.64
Warrants issued		-			-		-		-			-		-
Warrants expired		(82,019	)		8.25		-		(216,255	)		7.34		-
Balance December 31, 2019		4,733,028		$	4.83		3.41		-		$	-		-

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of stock options outstanding

Time Vesting Options			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Range of Exercise	Number		Contractual		Exercise		Options		Exercise
Prices between	Outstanding		Life		Price		Exercisable		Price
$0.01 - $3.00		1,525,000		9.41	$	2.52		8,333	$	1.88
$3.01 - $7.50		184,830		5.34	$	6.72		168,163	$	6.64
$7.51+		103,979		4.44		11.74		99,187	$	11.89
		1,813,809		8.71	$	3.48		275,683

Performance Vesting Options

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$0.01 - $3.00

800,000

9.42

2.53

800,000

9.42

2.53

Schedule of stock option activity

	Time Vesting Options					Performance Vesting Options
				Weighted				Weighted
				Average				Average
	Options			Exercise		Options		Exercise
Date/Activity	Outstanding			Price		Outstanding		Price
Balance, December 31, 2019		313,860		$	8.06		-	$	-
Granted		1,580,000			2.53		800,000		2.53
Exercised		-			-		-		-
Forfeited or expired		(80,051	)		2.76		-		-
Balance, December 31, 2020		1,813,809			3.48		800,000	$	2.53

Schedule of fair value of the options

Risk-free interest rate	0.66	%
Expected term	6.25 years
Expected price volatility	89.18	%
Dividend yield	0	%

Schedule of revenue and EBITDA targets

Calendar Year	Revenue Target	EBITDA Target
2020	$32 million	$2.2 million
2021	$35 million	$3.1 million
2022	$38 million	$3.5 million

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Text Block [Abstract]

Schedule of components of lease costs, lease term and discount rate

(in thousands)	Year Ended December 31, 2020			Year Ended December 31, 2019
Finance lease cost
Amortization of right-of-use assets	$	20		$	32
Interest		2			5
Operating lease cost		626			736
Total lease cost	$	648		$	773

Weighted Average Remaining Lease Term
Operating leases		3.8 years			3.4 years
Finance leases		0.9 years			1.2 years

Weighted Average Discount Rate
Operating leases		10.0	%		10.0	%
Finance leases		14.0	%		13.6	%

Schedule of maturities of lease liabilities

*(in thousands)*	Operating Leases			Finance Leases
2021	$	377		$	4
2022		294			-
2023		291			-
2024		81			-
Thereafter		74			-
Total undiscounted cash flows		1,117			4
Less imputed interest		(178	)		-
Present value of lease liabilities		939			4

Lease liabilities, current		355			4
Lease liabilities, non-current		584			-
Present value of lease liabilities	$	939		$	4

Schedule of cash flow information related to leases

(in thousands)	Year Ended December 31, 2020		Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	627	$	719
Operating cash flows from finance leases		2		1
Financing cash flows from finance leases		24		31

Nature of Organization and Operations (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	Mar. 07, 2021	Feb. 18, 2021	Jan. 11, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Nature of Organization and Operations (Details) [Line Items]
Cash and cash equivalents				$ 1,826	$ 2,534	$ 2,718
Working capital deficit				$ 306
Loan and security agreement, description	the Company and Slipstream entered into an agreement to refinance the Company’s Loan and Security Agreement, including (1) the extension of all maturity dates therein to March 31, 2023, (2) the conversion of the Disbursed Escrow Promissory Note into equity, (3) access to an additional $1,000 via a multi-advance line of credit facility, and (4) the removal of the three times liquidation preference with respect to the Company’s Secured Convertible Special Loan Promissory Note.
Subsequent Event [Member]
Nature of Organization and Operations (Details) [Line Items]
Principal amount			$ 1,552
Issuance and sale of shares (in Shares)		800,000
Purchase price (in Dollars per share)		$ 2.50
Gross proceeds		$ 2,000
Deferred offering costs		$ 1,835

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Depreciation	$ 837	$ 564
Capitalized Computer Software, Gross	$ 603	$ 805
Stock options and warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Outstanding stock options and warrants (in Shares)	7,040,709	5,046,888

Summary of Significant Accounting Policies (Details) - Schedule of inventories - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule of inventories [Abstract]
Raw materials, net of reserve of $104 and $134, respectively	$ 1,920	$ 200
Inventory on consignment with distributors	208
Work-in-process	223	179
Total inventories	$ 2,351	$ 379

Summary of Significant Accounting Policies (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,558	$ 2,949
Less: accumulated depreciation and amortization	(2,218)	(1,396)
Net property and equipment	1,340	1,553
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	81	83
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	135	136
Purchased and developed software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	3,167	2,563
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	119	102
Other depreciable assets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 56	$ 65

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization	12 Months Ended
	Dec. 31, 2020
Equipment [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization [Line Items]
Property and equipment estimated useful lives	3 years
Equipment [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization [Line Items]
Property and equipment estimated useful lives	5 years
Furniture and fixtures [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization [Line Items]
Property and equipment estimated useful lives	5 years
Purchased and developed software [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization [Line Items]
Property and equipment estimated useful lives	3 years
Leasehold improvements [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives used to compute depreciation and amortization [Line Items]
Property and equipment estimated useful lives, description	5

Revenue Recognition (Details) - Schedule of revenue by major source - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items]
Hardware	$ 8,991	$ 8,229
Total Services	8,466	23,369
Total Hardware and Services	17,457	31,598
Installation Services [Member]
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items]
Total Services	2,537	7,500
Software Development Services [Member]
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items]
Total Services	549	9,303
Managed Services [Member]
Revenue Recognition (Details) - Schedule of revenue by major source [Line Items]
Total Services	$ 5,380	$ 6,566

Fair Value Measurement (Details) $ in Thousands	12 Months Ended
Fair Value Measurement (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Fair Value Measurement (Details) [Line Items]
Stock purchase agreement, description	the Purchase Agreement contemplated additional consideration of $2,000 to be paid by us to Christie Digital Systems, USA (“Seller”) in the event that acquiree revenue exceeds $13,000, as defined in the underlying agreement, for any of the trailing twelve-month periods measured as of December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. The fair value of the earnout liability was determined to be $250 at the time of acquisition. As part of our finalization of opening balance sheet accounting at the close of the measurement period in November 2019, we recorded an adjustment to reflect the earnout liability to $0.
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement (Details) [Line Items]
Warrant liabilities	$ 0
Fair value estimate	$ 93

Supplemental Cash Flow Statement Information (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash paid during the period for:
Interest	$ 140	$ 403
Income taxes, net	$ 19	$ 25

Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Intangible Assets and Goodwill (Details) [Line Items]
Amortization of intangible assets			$ 617	$ 654
Discount rate	14.50%
Excess fair value over carrying value		7.00%
Goodwill impairment [Member]
Intangible Assets and Goodwill (Details) [Line Items]
Non-cash impairment loss	$ 10,646

Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 10,985	$ 10,985
Accumulated Amortization	7,195	6,578
Accumulated amortization	7,195	6,578
Net book value of amortizable intangible assets	3,790	4,407
Technology platform [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,635	4,635
Accumulated Amortization	3,400	3,147
Accumulated amortization	3,400	3,147
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,330	5,330
Accumulated Amortization	2,870	2,679
Accumulated amortization	2,870	2,679
Trademarks and trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,020	1,020
Accumulated Amortization	925	752
Accumulated amortization	$ 925	$ 752

Intangible Assets and Goodwill (Details) - Schedule of estimated amortization $ in Thousands	Dec. 31, 2020 USD ($)
Schedule of estimated amortization [Abstract]
2021	$ 544
2022	444
2023	444
2024	444
Thereafter	$ 1,914

Intangible Assets and Goodwill (Details) - Schedule of estimated useful lives	12 Months Ended
	Dec. 31, 2020
Technology platform and patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization period	7 years
Trademark [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization period	3 years
Customer relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization period	15 years

Intangible Assets and Goodwill (Details) - Schedule of goodwill $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of goodwill [Abstract]
Balance as of January 1, 2020	$ 18,171
Goodwill impairment	(10,646)
Balance as of December 31, 2020	$ 7,525

Loans Payable (Details) - USD ($)		1 Months Ended			12 Months Ended
Loans Payable (Details) - USD ($)	Mar. 07, 2021	Dec. 30, 2019	Nov. 06, 2019	Jun. 30, 2018	Dec. 31, 2020	Dec. 31, 2019	Apr. 01, 2020
Loans Payable (Details) [Line Items]
Convertible promissory note, description					(1) 8.0% cash interest per annum through March 31, 2020. 10.0% paid-in-kind interest (“PIK”) interest per annum from April 1, 2020 through December 31, 2020. 8.0% cash interest per annum January 1, 2021 through the maturity date. (2) 8.0% cash interest per annum, comprised of 6.0% cash, 2.0% PIK through March 31, 2020. 10.0% PIK interest per annum through September 30, 2020. In an event of default, the interest rate increases by 6.0% to 16.0%. Debt is automatically convertible to a new class of senior preferred stock of the Company at the earlier of an event of default or November 30, 2020. The principal, including PIK interest, as of December 31, 2020 is $2,177; however, fair value accounting for the convertible debt instrument results in an additional $93 of debt recorded on the Consolidated Balance Sheet as of December 31, 2020 related to this instrument. (3) 1,0% cash interest per annum. Payments are deferred for six months from the date of the Promissory Note and the Company can apply for forgiveness of the Promissory Note after 60 days. SBA Paycheck Protection Program Loan On April 27, 2020, the Company entered into a Promissory Note with Old National Bank (the “Promissory Note”), which provided for an unsecured loan of $1,552 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The Promissory Note has a term of two years with a 1% per annum interest rate. While the Promissory Note currently has a two-year term, the amended law permits the Company to request a five-year maturity from Old National Bank. Payments are deferred for six months from the date of the Promissory Note and the Company can apply for forgiveness of the Promissory Note after 60 days. On January 11, 2021, Creative Realities, Inc. received a notice from Old National Bank regarding forgiveness of the loan in the principal amount of $1,552 (the “PPP Loan”) that was made pursuant to the Small Business Administration Paycheck Protection Program under the Coronavirus Air, Relief and Economic Security Act of 2020. According to such notice, the full principal amount of the PPP Loan and the accrued interest have been forgiven. Accounting for the forgiveness will be recognized in the first quarter of 2021.
Payment share percentage					70.00%
Share Price (in Dollars per share)					$ 0.50
Share conversion price, description					The Credit Agreement limits the Company’s ability to issue Shares as follows (the “Exchange Limitations”): (1) The total number of Shares that may be issued under the Credit Agreement will be limited to 19.99% of the Company’s outstanding shares of common stock on the date the Credit Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; (2) if Slipstream and its affiliates (the “Slipstream Group”) beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares and such shares are less than 19.99% of the then-issued and outstanding shares of Company common stock, the issuance of such Payment Shares will not cause the Slipstream Group to beneficially own in excess of 19.99% of the issued and outstanding shares of Company common stock after such issuance unless stockholder approval is obtained for ownership in excess of 19.99%; and (3) if the Slipstream Group does not beneficially own the largest ownership position of shares of Company common stock immediately prior to the proposed issuance of Payment Shares, the Company may not issue Payment Shares to the extent that such issuance would result in Slipstream Group beneficially owning more than 19.99% of the then issued and outstanding shares of Company common stock unless (A) such ownership would not be the largest ownership position in the Company, or (B) stockholder approval is obtained for ownership in excess of 19.99%.
Long-term Debt, Current Maturities					$ 6,706,000
Convertible special loan, description					● be the most senior equity security of the Company, including with respect to the payment of dividends and other distributions; ● be on substantially the same terms and conditions as the Company’s Series A-1 6% Convertible Preferred Stock as set forth in its Certificate of Designation immediately before the same was cancelled pursuant to a Certificate of Cancellation dated as of March 13, 2019; ● not be subject to a right of redemption upon the part of a holder thereof; ● accrue and pay quarterly dividends at the rate of twelve percent (12%) per annum which shall be payable in cash; ● have a Stated Value that is an amount mutually agreed by the Company and the Slipstream at the time of issuance; ● Conversion Price shall be an amount equal to 80% of the average for the 30-day period ending two days prior to the required conversion date of the daily average of the range of the Company’s common stock (calculated pursuant to information on The Wall Street Journal Online Edition), subject to appropriate adjustments; and ● neither section 6(e) of the Series A-1 Certificate of Designation nor any similar provision shall apply to the New Preferred.
Vesting of performance shares previously granted to CEO						$ 250,000
Long term seller note payable					$ 4,436,000	$ 3,757,000
Accrued expenses					67,000
Loss from special loan					93
Minimum [Member]
Loans Payable (Details) [Line Items]
Loan interest rate							8.00%
Maximum [Member]
Loans Payable (Details) [Line Items]
Loan interest rate							10.00%
Allure Global Solutions, Inc. [Member]
Loans Payable (Details) [Line Items]
Estimated net working capital deficit					801,000
Accounts payable to seller for outsourced services					$ 1,403,000
Promissory note accruing interest percent					3.50%
Initial conversion price (in Dollars per share)					$ 8.40
Common stock trading price percentage					200.00%
Stock Purchase Agreement [Member]
Loans Payable (Details) [Line Items]
Cost of reduced					$ 900
Stock Purchase Agreement [Member] \| Allure Global Solutions, Inc. [Member]
Loans Payable (Details) [Line Items]
Accounts payable to seller for outsourced services					2,204,000
Long term seller note payable					$ 2,303,000
Slipstream Communications, LLC [Member]
Loans Payable (Details) [Line Items]
Convertible promissory note, description	(i) provides a $1,000 of availability under a line of credit (the “Line of Credit”), (ii) consolidates our existing term and revolving line of credit facilities into a new term loan (the “New Term Loan”) having an aggregate principal balance of approximately $4,550 (including a 3.0% issuance fee capitalized into the principal balance), (iii) increases the outstanding special convertible term loan (the “Convertible Loan”) to approximately $2,280 (including a 3.0% issuance fee capitalized into the principal balance), and (iv) extinguishes the outstanding obligations owed with respect to a $264 existing disbursed escrow loan in exchange for shares of the Company’s common stock (the “Disbursed Escrow Conversion Shares”), valued at $2.718 per share (the trailing 10-day VWAP as reported on the Nasdaq Capital Market as of the date of execution of the Credit Agreement). The Line of Credit and Convertible Loan accrue interest at 10% per year, and the New Term Loan accrues interest at 8% per year.
Vesting of performance shares previously granted to CEO				$ 264,000
Slipstream Communications, LLC [Member] \| Seventh Amendment Loan and Security Agreement[Member]
Loans Payable (Details) [Line Items]
Convertible special loan, description		we entered into the Special Loan as part of the Seventh Amendment under which we obtained $2,000, with interest thereon at 8% per annum payable 6% in cash and 2% via the issuance of SLPIK interest, provided however that upon occurrence of an event of default the interest rate shall automatically be increased by 6% per annum payable in cash. The entry into the Seventh Amendment adjusted the interest rate on the Company’s Term Loan and Revolving Loan to 8% per annum, provided, however, at all times when the aggregate outstanding principal amount of the Term Loan and the Revolving Loan exceeds $4,100 then the Loan Rate shall be 10%, of which eight percent 8% shall be payable in cash and 2% shall be paid by the issuance of and treated as additional PIK
Slipstream Communications, LLC [Member] \| Seventh Amendment Loan and Security Agreement[Member]
Loans Payable (Details) [Line Items]
Convertible special loan, description			On November 6, 2019, Slipstream extended the maturity date of our term loan and revolver loan to June 30, 2021 through the Sixth Amendment to the Loan and Security Agreement, aligning the maturity date of our Term Loan and Secured Revolving Promissory Note with the Secured Disbursed Escrow Promissory Note.

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

Principal

$ 9,970

$ 7,901

649,965

$ 93

10,063

(168)

$ (507)

Total debt, net

9,895

7,394

Less current maturities

(1,637)

(3,637)

Long term debt

$ 8,258

$ 3,757

6/30/2018 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

^[1]

Jun. 30, 2018

$ 264

Jun. 30, 2021

Interest Rate Information

0.00%

1/16/2018 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

Debt Type

^[2]

Issuance Date

Jan. 16, 2018

Principal

$ 1,085

$ 1,000

Maturity Date

Mar. 31, 2023

Jun. 30, 2021

Warrants

61,729

Interest Rate Information

10.00%

^[3]

8.00%

8/17/2016 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

Debt Type

^[4]

Issuance Date

Aug. 17, 2016

Principal

$ 3,255

$ 3,000

Maturity Date

Mar. 31, 2023

Jun. 30, 2021

Warrants

588,236

Interest Rate Information

10.00%

^[3]

8.00%

11/19/2018 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

^[5]

Nov. 19, 2018

$ 1,637

Feb. 15, 2020

Interest Rate Information

3.50%

12/30/2019 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

Debt Type

^[6]

Issuance Date

Dec. 30, 2019

Principal

$ 2,177

$ 2,000

Maturity Date

Mar. 31, 2023

Jun. 30, 2021

Warrants

Interest Rate Information

10.00%

^[7]

8.00%

4/27/2020 [Member]

Loans Payable (Details) - Schedule of outstanding debt with detachable warrants [Line Items]

^[8]

Apr. 27, 2020

$ 1,552

^[9]

Apr. 27, 2022

Warrants

Interest Rate Information

^[9]

1.00%

[1]	Secured Disbursed Escrow Promissory Note with related party
[2]	Secured Revolving Promissory Note with related party
[3]	8.0% cash interest per annum through March 31, 2020. 10.0% paid-in-kind interest (“PIK”) interest per annum from April 1, 2020 through December 31, 2020. 8.0% cash interest per annum January 1, 2021 through the maturity date.
[4]	Term Loan with related party
[5]	Amended and Restated Seller Note from acquisition of Allure
[6]	Secured Convertible Special Loan Promissory Note, at fair value
[7]	8.0% cash interest per annum, comprised of 6.0% cash, 2.0% PIK through March 31, 2020. 10.0% PIK interest per annum through September 30, 2020. In an event of default, the interest rate increases by 6.0% to 16.0%. Debt is automatically convertible to a new class of senior preferred stock of the Company at the earlier of an event of default or November 30, 2020. The principal, including PIK interest, as of December 31, 2020 is $2,177; however, fair value accounting for the convertible debt instrument results in an additional $93 of debt recorded on the Consolidated Balance Sheet as of December 31, 2020 related to this instrument.
[8]	Paycheck Protection Program Loan from Small Business Administration
[9]	1,0% cash interest per annum. Payments are deferred for six months from the date of the Promissory Note and the Company can apply for forgiveness of the Promissory Note after 60 days.

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended	12 Months Ended
	Mar. 20, 2020	Mar. 19, 2020	Oct. 10, 2019	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies (Details) [Line Items]
Settled and/or wrote off debt					$ 348	$ 3,178
Cash payments				$ 1,100	139	1,132
Recognized a gain on settlement					$ 209	2,046
Sales Commissions and Fees						1,619
Termination benefits, description		On March 19, 2020, the Company’s Board of Directors approved a six-month reduction of the salaries of our Chief Executive Officer and Chief Financial Officer by twenty percent (20%), thereby reducing the salaries payable to such officers in 2020 to $297,000 and $224,100, respectively.
Severance expense	$ 135
Non-cash charges of lease						18
Termination Benefits [Member]
Commitments and Contingencies (Details) [Line Items]
Cash payments						$ 555
Allure [Member]
Commitments and Contingencies (Details) [Line Items]
Settlement for an alleged breach of contract			$ 3,200

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 14, 2018	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions (Details) [Line Items]
Related party entity owned percentage		17.50%
Repayment of related party	$ 2,567
Accounts receivable		$ 2,302	$ 4,663
33 Degrees [Member]
Related Party Transactions (Details) [Line Items]
Related party entity owned percentage	17.50%
Related party entity, description	The payment agreement stipulated a simple interest rate of 12% on aged accounts receivable to be paid on the tenth day of each month through the maturity date of December 31, 2019. As of December 31, 2019, 33 Degrees paid the note in full.	For the years ended December 31, 2020 and 2019, we had sales of $1,058 (6.1% of consolidated sales) and $1,103 (3.5% of consolidated sales), respectively, with 33 Degrees. Accounts receivable due from 33 Degrees was $40, or 1.2%, and $1, or 0% of consolidated accounts receivable at December 31, 2020 and December 31, 2019, respectively.
Accounts receivable		$ 40	$ 1
Concentration credit risk percentage		1.20%	0.00%

Income Taxes (Details)	12 Months Ended
Income Taxes (Details)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforward, description	the Company has federal and state net operating loss carryforwards expiring between 2020 and 2039, $7,924 of which has an indefinite carryforward period. The federal statute of limitations remains open for tax years 2017 through 2019 and state tax jurisdictions generally have statutes of limitations open for tax years 2016 through 2019.

Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of income tax provision [Abstract]
State income tax	$ (17)	$ (46)
Deferred tax benefit/(expense) - federal	150	(17)
Deferred tax benefit/(expense) – state	25	(30)
Tax benefit/(expense)	$ 158	$ (93)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes (Details) - Schedule of reconciliation statutory income tax	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation statutory income tax [Abstract]
Federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	1.53%	9.85%
Foreign rate differential	0.51%	(9.69%)
Discrete items, Transaction items, and Other	(7.00%)	44.85%
Changes in valuation allowance	(15.11%)	(57.76%)
Effective tax rate	0.93%	8.25%

Income Taxes (Details) - Schedule of the deferred tax assets and liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of the deferred tax assets and liabilities [Abstract]
Reserves	$ 318	$ 175
Property and equipment	(40)	(83)
Accrued expenses	326	265
Right-of-use Asset	(147)	(414)
Right-of-use Liability	149	419
IRC 163(j) Interest Deduction	18	17
Non-qualified stock options	675	528
R&D credits	1,801	1,801
Net foreign carryforwards	3,106	2,768
US net operating loss and credit carryforwards	35,566	34,754
Intangibles	(13)	(1,128)
Total deferred tax assets, net	41,759	39,102
Valuation allowance	(41,759)	(39,277)
Net deferred tax liabilities		$ (175)

Warrants (Details) - Schedule of outstanding equity warrants - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Warrants (Equity) [Member]
Class of Warrant or Right [Line Items]
Number of Shares, Warrants, Beginning Balance	4,733,028	4,815,047
Weighted Average Exercise Price, Beginning Balance (in Dollars per share)	$ 4.83	$ 4.90
Weighted Average Remaining Contractual Life, Beginning Balance	3 years 149 days	4 years 124 days
Number of Shares, Warrants issued
Number of Shares, Warrants exercised (in Dollars per share)	$ (27,600)
Weighted Average Exercise Price, Warrants exercised (in Dollars per share)	$ 4.38
Number of Shares, Warrants expired	(278,528)	(82,019)
Weighted Average Exercise Price, Warrants expired (in Dollars per share)	$ 7.08	$ 8.25
Number of Shares, Warrants, Ending Balance	4,426,900	4,733,028
Weighted Average Exercise Price, Ending Balance (in Dollars per share)	$ 4.62	$ 4.83
Weighted Average Remaining Contractual Life, Ending Balance	2 years 302 days	3 years 149 days
Warrants (Liability) [Member]
Class of Warrant or Right [Line Items]
Number of Shares, Warrants, Beginning Balance		216,255
Weighted Average Exercise Price, Beginning Balance (in Dollars per share)		$ 7.34
Weighted Average Remaining Contractual Life, Beginning Balance		233 days
Number of Shares, Warrants issued
Number of Shares, Warrants expired		(216,255)
Weighted Average Exercise Price, Warrants expired (in Dollars per share)		$ 7.34
Number of Shares, Warrants, Ending Balance
Weighted Average Exercise Price, Ending Balance (in Dollars per share)

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended			12 Months Ended
	Jul. 10, 2020	Jun. 01, 2020	Sep. 20, 2018	Jul. 10, 2020	Aug. 31, 2018	Oct. 14, 2014	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation (Details) [Line Items]
Weighted average remaining contractual life							5 years 73 days
Options							2,380,000
Option awarded vest over							1,580,000
Options vesting period							3 years
Exercise price (in Dollars per share)							$ 2.53
Fair value of options on grant date (in Dollars per share)							$ 1.87
Remaining options awarded vest							800,000
Issuance of shares authorized					600,000
Unrecognized compensation expense (in Dollars)							$ 718	$ 448
Stock compensation expense for awards granted to directors (in Dollars)							100	63
Minimum [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized compensation expense (in Dollars)							1,499
Maximum [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized compensation expense (in Dollars)							$ 2,365
Share-based Payment Arrangement, Option [Member]
Stock-Based Compensation (Details) [Line Items]
Years of granted option		10 years
Shares authorized for issuance		2,380,000
2014 Stock Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price (in Dollars per share)							$ 2.53
Fair value of options on grant date (in Dollars per share)							$ 1.87
Shares reserved for company's employees						7,390,355
Options outstanding	2,601,674			2,601,674
Issuance of shares authorized				6,000,000
2014 Stock Incentive Plan [Member] \| Minimum [Member]
Stock-Based Compensation (Details) [Line Items]
Issuance of shares authorized					7,390,355
2014 Stock Incentive Plan [Member] \| Maximum [Member]
Stock-Based Compensation (Details) [Line Items]
Issuance of shares authorized					18,000,000
2006 Equity Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares reserved for company's employees							1,720,000
Options outstanding							12,135
2006 Non-Employee Director Stock Option Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares reserved for company's employees							700,000
Share-based Payment Arrangement [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized compensation expense (in Dollars)								$ 174
Aggregate award, description			the Compensation Committee of the Board of Directors proposed, and the Board of Directors approved, an aggregate award of 166,667 shares of common stock to our current CEO in light of performance and growth of certain key customer relationships. Of those shares granted, 133,334 were deemed to be awarded and fully vested as of such date, with the remaining 33,333 shares restricted to vest upon the Company’s recognition in accordance with GAAP of approximately $6,200 of revenue which was deferred on the Company’s balance sheet. During 2018, the Company recorded compensation expense for those vested awards based on the grant-date close price of the Company’s common stock, or $7.50, resulting in a non-cash compensation expense in the period of $1,000. During 2019, the conditions were met for those remaining shares to vest and the Company recorded compensation expense of $250 based on the grant-date close price of the Company’s common stock, or $7.50.
2014 Stock Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares authorized for issuance	6,000,000

Stock-Based Compensation (Details) - Schedule of stock options outstanding shares in Thousands	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Number Outstanding (in Shares) \| shares	1,813,809
Weighted Average Remaining Contractual Life	8 years 259 days
Weighted Average Exercise Price	$ 3.48
Options Exercisable (in Shares) \| shares	275,683
Performance Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Number Outstanding (in Shares) \| shares	800,000
Weighted Average Remaining Contractual Life	9 years 153 days
Weighted Average Exercise Price	$ 2.53
Range One [Member] \| Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Number Outstanding (in Shares) \| shares	1,525,000
Weighted Average Remaining Contractual Life	9 years 149 days
Weighted Average Exercise Price	$ 2.52
Options Exercisable (in Shares) \| shares	8,333
Weighted Average Exercise Price	$ 1.88
Range One [Member] \| Time Vesting Options [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	0.01
Range of Exercise Prices Between, Upper Limit	0.01
Range One [Member] \| Time Vesting Options [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	3.00
Range of Exercise Prices Between, Upper Limit	$ 3.00
Range One [Member] \| Performance Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Number Outstanding (in Shares) \| shares	800,000
Weighted Average Remaining Contractual Life	9 years 153 days
Weighted Average Exercise Price	$ 2.53
Range One [Member] \| Performance Vesting Options [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	0.01
Range of Exercise Prices Between, Upper Limit	0.01
Range One [Member] \| Performance Vesting Options [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	3.00
Range of Exercise Prices Between, Upper Limit	$ 3.00
Range Two [Member] \| Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Number Outstanding (in Shares) \| shares	184,830
Weighted Average Remaining Contractual Life	5 years 124 days
Weighted Average Exercise Price	$ 6.72
Options Exercisable (in Shares) \| shares	168,163
Weighted Average Exercise Price	$ 6.64
Range Two [Member] \| Time Vesting Options [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	3.01
Range of Exercise Prices Between, Upper Limit	3.01
Range Two [Member] \| Time Vesting Options [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices Between, Lower Limit	7.50
Range of Exercise Prices Between, Upper Limit	7.50
Range Three [Member] \| Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock options outstanding [Line Items]
Range of Exercise Prices	$ 7.51
Number Outstanding (in Shares) \| shares	103,979
Weighted Average Remaining Contractual Life	4 years 160 days
Weighted Average Exercise Price	$ 11.74
Options Exercisable (in Shares) \| shares	99,187
Weighted Average Exercise Price	$ 11.89

Stock-Based Compensation (Details) - Schedule of stock option activity	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, opening balance \| shares	313,860
Weighted Average Exercise Price, opening balance \| $ / shares	$ 8.06
Options Outstanding, Granted \| shares	1,580,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 2.53
Options Outstanding, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Options Outstanding, Forfeited or expired \| shares	(80,051)
Weighted Average Exercise Price, Forfeited or expired \| $ / shares	$ 2.76
Options Outstanding, Ending balance \| shares	1,813,809
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 3.48
Performance Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, opening balance \| shares
Weighted Average Exercise Price, opening balance \| $ / shares
Options Outstanding, Granted \| shares	800,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 2.53
Options Outstanding, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Options Outstanding, Forfeited or expired \| shares
Weighted Average Exercise Price, Forfeited or expired \| $ / shares
Options Outstanding, Ending balance \| shares	800,000
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 2.53

Stock-Based Compensation (Details) - Schedule of fair value of options	12 Months Ended
	Dec. 31, 2020
Schedule of fair value of options [Abstract]
Risk-free interest rate	0.66%
Expected term	6 years 3 months
Expected price volatility	89.18%
Dividend yield	0.00%

Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets	Dec. 31, 2020 USD ($)
Revenue Target [Member]
Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets [Line Items]
2020	$ 32,000,000,000
2021	35,000,000,000
2022	38,000,000,000
EBITDA Target [Member]
Stock-Based Compensation (Details) - Schedule of revenue and EBITDA targets [Line Items]
2020	2,200,000,000
2021	3,100,000,000
2022	$ 3,500,000,000

Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Disclosure Text Block [Abstract]
Right of use asset value	$ 2,319
Right of use asset liability	2,319
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	$ 54
Cumulative effect adjustment to retained earnings		$ 171
Lease expiration period, description		Our leases have original lease periods expiring between 2021 and 2025.

Leases (Details) - Schedule of components of lease costs, lease term and discount rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finance lease cost
Amortization of right-of-use assets	$ 20	$ 32
Interest	2	5
Operating lease cost	626	736
Total lease cost	$ 648	$ 773
Weighted Average Remaining Lease Term
Weighted Average Remaining Lease Term, Operating leases	3 years 292 days	3 years 146 days
Weighted Average Remaining Lease Term, Finance leases	328 days	1 year 73 days
Weighted Average Discount Rate
Weighted Average Discount Rate, Operating leases	10.00%	10.00%
Weighted Average Discount Rate, Finance leases	14.00%	13.60%

Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands	Dec. 31, 2020 USD ($)
Operating Leases [Member]
Leases (Details) - Schedule of maturities of lease liabilities [Line Items]
Operating Leases, 2021	$ 377
Operating Leases, 2022	294
Operating Leases, 2023	291
Operating Leases, 2024	81
Operating Leases, Thereafter	74
Operating Leases, Total undiscounted cash flows	1,117
Operating Leases, Less imputed interest	(178)
Operating Leases, Present value of lease liabilities	939
Operating Leases, Lease liabilities, current	355
Operating Leases, Lease liabilities, non-current	584
Operating Leases, Present value of lease liabilities	939
Finance Leases [Member]
Leases (Details) - Schedule of maturities of lease liabilities [Line Items]
Finance Leases, 2021	4
Finance Leases, 2023
Finance Leases, 2024
Finance Leases, Thereafter
Finance Leases, Total undiscounted cash flows	4
Finance Leases, Less imputed interest
Finance Leases, Present value of lease liabilities	4
Finance Leases, Lease liabilities, current	4
Finance Leases, Lease liabilities, non-current
Finance Leases, Present value of lease liabilities	$ 4

Leases (Details) - Schedule of cash flow information related to leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 627	$ 719
Operating cash flows from finance leases	2	1
Financing cash flows from finance leases	$ 24	$ 31

Profit-Sharing Plan (Details) - USD ($) $ in Thousands	12 Months Ended
Profit-Sharing Plan (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Profit-Sharing Plan (Textual)
Defined contribution retirement plans, description	associates in the United States. Associates may contribute up to 15% of their pretax compensation to the plan subject to IRS limitations. Beginning on April 1, 2018, the Company began contributing an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.
Associates may contribute	15.00%
Description of registered retirement savings plan	associates in Canada. Associates may contribute up to 18% of earned income reported on their tax return in the previous year, subject to legal contribution limits. Beginning on April 1, 2018, the Company began contributing an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.
Employee retirement amount	$ 35	$ 155

Segment Information and Significant Customers/Vendors (Details)	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Information and Significant Customers/Vendors (Details) [Line Items]
Number of reportable segments	1
Related party entity owned percentage	17.50%
Revenue [Member]
Segment Information and Significant Customers/Vendors (Details) [Line Items]
Number of major customers	2	1
Percent from major customers	27.80%	18.50%
Sales [Member]
Segment Information and Significant Customers/Vendors (Details) [Line Items]
Percent from major customers	6.10%	3.50%
Sales due from the related party (in Dollars)	$ 1,058	$ 1,103
Accounts Receivable [Member]
Segment Information and Significant Customers/Vendors (Details) [Line Items]
Number of major customers	2	1
Percent from major customers	42.60%	14.40%
Accounts receivable due from the related party (in Dollars)	$ 40	$ 1
Accounts Payable [Member]
Segment Information and Significant Customers/Vendors (Details) [Line Items]
Percent from major customers	46.80%	50.00%
Number of major Vendor	2	1

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 18, 2021	Dec. 31, 2020	Jan. 11, 2021
Subsequent Events (Details) [Line Items]
Agreement exchange limitations, description		On February 18, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor which provided for the issuance and sale by the Company of 800,000 shares of the Company’s common stock (the “Shares”), in a registered direct offering (the “Offering”) at a purchase price of $2.50 per Share, for gross proceeds of $2,000.
Security agreement, description		On March 7, 2021, the Company and its subsidiaries (collectively, the “Borrowers”) refinanced their current debt facilities with Slipstream Communications, LLC (“Slipstream”), pursuant to an Amended and Restated Credit and Security Agreement (the “Credit Agreement”). The debt facilities continue to be fully secured by all assets of the Borrowers. The maturity date (“Maturity Date”) on the outstanding debt and new debt is extended to March 31, 2023. The Credit Agreement (i) provides a $1,000 of availability under a line of credit (the “Line of Credit”), (ii) consolidates our existing term and revolving line of credit facilities into a new term loan (the “New Term Loan”) having an aggregate principal balance of approximately $4,550 (including a 3.0% issuance fee capitalized into the principal balance), (iii) increases the outstanding special convertible term loan (the “Convertible Loan”) to approximately $2,280 (including a 3.0% issuance fee capitalized into the principal balance), and (iv) extinguishes the outstanding obligations owed with respect to a $264 existing disbursed escrow loan in exchange for shares of the Company’s common stock (the “Disbursed Escrow Conversion Shares”), valued at $2.718 per share (the trailing 10-day VWAP as reported on the Nasdaq Capital Market as of the date of execution of the Credit Agreement). The Line of Credit and Convertible Loan accrue interest at 10% per year, and the New Term Loan accrues interest at 8% per year.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Principal amount			$ 1,552
Issuance and sale of shares (in Shares)	800,000
Purchase price (in Dollars per share)	$ 2.50
Gross proceeds	$ 2,000
Deferred Offering Costs	$ 1,835

Stock-Based Compensation (Details) - Schedule of stock option activity	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Time Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, opening balance \| shares	313,860
Weighted Average Exercise Price, opening balance \| $ / shares	$ 8.06
Options Outstanding, Granted \| shares	1,580,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 2.53
Options Outstanding, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Options Outstanding, Forfeited or expired \| shares	(80,051)
Weighted Average Exercise Price, Forfeited or expired \| $ / shares	$ 2.76
Options Outstanding, Ending balance \| shares	1,813,809
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 3.48
Performance Vesting Options [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, opening balance \| shares
Weighted Average Exercise Price, opening balance \| $ / shares
Options Outstanding, Granted \| shares	800,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 2.53
Options Outstanding, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Options Outstanding, Forfeited or expired \| shares
Weighted Average Exercise Price, Forfeited or expired \| $ / shares
Options Outstanding, Ending balance \| shares	800,000
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 2.53