Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | PIONEER POWER SOLUTIONS, INC. | ||
Entity Central Index Key | 0001449792 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-155375 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Well-known Season Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19,200 | ||
Entity Common Stock, Shares Outstanding | 8,726,045 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 20,582 | $ 20,127 |
Cost of goods sold | 19,417 | 18,233 |
Gross profit | 1,165 | 1,894 |
Operating expenses | ||
Selling, general and administrative | 12,918 | 11,019 |
Total operating expenses | 12,918 | 11,019 |
Loss from continuing operations | (11,753) | (9,125) |
Interest expense | 396 | 916 |
Gain on sale of subsidiaries | 4,207 | |
Other expense | 2,817 | 64 |
Loss before taxes | (10,759) | (10,105) |
Income tax expense (benefit) | 1,278 | (796) |
Net loss from continuing operations | (12,037) | (9,309) |
Discontinued operations (Note 7) | ||
(Loss) income from operations of discontinued business units | (2,351) | 4,744 |
Gain on sale of discontinued subsidiaries | 13,686 | |
Income tax expense | 737 | 1,099 |
Income from discontinued operations, net of income taxes | 10,598 | 3,645 |
Net loss | $ (1,439) | $ (5,664) |
Basic | ||
Loss from continuing operations (in dollars per share) | $ (1.38) | $ (1.07) |
Income from discontinued operations (in dollars per share) | 1.21 | 0.42 |
Net loss (in dollars per share) | (0.17) | (0.65) |
Diluted | ||
Loss from continuing operations (in dollars per share) | (1.38) | (1.07) |
Income from discontinued operations (in dollars per share) | 1.21 | 0.42 |
Net loss (in dollars per share) | $ (0.17) | $ (0.65) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 8,726 | 8,726 |
Diluted (in shares) | 8,726 | 8,726 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net loss | $ (1,439) | $ (5,664) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 4,766 | (161) |
Amortization of net prior service costs and net actuarial losses, net of tax | 1,145 | 62 |
Other comprehensive income (loss) | 5,911 | (99) |
Comprehensive income (loss) | $ 4,472 | $ (5,763) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 8,213 | $ 211 |
Short term investments | 936 | |
Accounts receivable, net | 3,716 | 3,384 |
Insurance receivable | 1,800 | |
Inventories, net | 4,554 | 3,678 |
Prepaid expenses and other current assets | 795 | 1,996 |
Current assets of discontinued operations | 37,656 | |
Total current assets | 20,014 | 46,925 |
Property, plant and equipment, net | 640 | 878 |
Deferred income taxes | 2,837 | |
Other assets | 7,465 | 3,098 |
Intangible assets, net | 124 | |
Goodwill | 2,969 | |
Assets of discontinued operations | 15,681 | |
Total assets | 28,119 | 72,512 |
Current liabilities | ||
Bank overdrafts | 374 | 78 |
Revolving credit facilities | 20,755 | |
Accounts payable and accrued liabilities | 7,533 | 7,257 |
Deferred revenue | 1,441 | 1,695 |
Current maturities of long-term debt | 1,174 | |
Income taxes payable | 543 | 95 |
Current liabilities of discontinued operations | 21,362 | |
Total current liabilities | 9,891 | 52,416 |
Long-term debt, net of current maturities | 2,619 | |
Other long-term liabilities | 1,793 | 1,599 |
Deferred income taxes | 1,592 | |
Long-term liabilities of discontinued operations | 2,335 | |
Total liabilities | 11,684 | 60,561 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued | ||
Common stock, $0.001 par value, 30,000,000 shares authorized; 8,726,045 shares issued and outstanding on December 31, 2019 and 2018 | 9 | 9 |
Additional paid-in capital | 23,978 | 23,966 |
Accumulated other comprehensive income (loss) | 14 | (5,897) |
Retained earnings (accumulated deficit) | (7,566) | (6,127) |
Total stockholders' equity | 16,435 | 11,951 |
Total liabilities and stockholders' equity | $ 28,119 | $ 72,512 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 8,726,045 | 8,726,045 |
Common stock, outstanding | 8,726,045 | 8,726,045 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (1,439) | $ (5,664) |
Depreciation | 607 | 1,222 |
Amortization of intangible assets | 150 | 1,460 |
Amortization of right-of-use assets | 680 | 622 |
Amortization of debt issuance cost | 43 | 75 |
Amortization of imputed interest | (166) | |
Deferred income tax expense (benefit) | 1,245 | (329) |
Change in receivable reserves | 3,093 | (350) |
Change in inventory reserves | 361 | 241 |
Inventory write-off from flood damage | 2,688 | |
Gain on sale of subsidiaries | (17,893) | |
Insurance receivable | (1,800) | |
Unrealized loss on short term investments | 2,750 | |
Accrued pension | 114 | (55) |
Stock-based compensation | 12 | 165 |
Other | 21 | |
Intangible asset impairment | 83 | 1,350 |
Goodwill impairment | 2,969 | |
Foreign currency remeasurement loss | (100) | 42 |
Changes in current operating assets and liabilities: | ||
Accounts receivable | 1,855 | (1,373) |
Inventories | (1,145) | (2,118) |
Prepaid expenses and other assets | (250) | (708) |
Income taxes | 827 | (93) |
Accounts payable and accrued liabilities | (3) | 8,323 |
Customer deposits and deferred revenue | (254) | (678) |
Net cash (used in)/provided by operating activities | (5,573) | 2,153 |
Investing activities | ||
Additions to property, plant and equipment | (153) | (589) |
Proceeds from sale of subsidiaries, net | 39,923 | |
Proceeds from sale of fixed assets | 762 | |
Net cash provided by investing activities | 39,770 | 173 |
Financing activities | ||
Bank overdrafts | (1,439) | 699 |
Short term borrowings | (5,430) | |
Borrowing under debt agreement | 15,329 | 40,599 |
Repayment of debt | (40,070) | (38,848) |
Payment of debt issuance cost | (15) | (18) |
Write-off of notes receivable | 600 | |
Principal repayments of financing leases | (635) | (414) |
Net cash used in financing activities | (26,230) | (3,412) |
Increase (decrease) in cash and cash equivalents | 7,966 | (1,086) |
Effect of foreign exchange on cash and cash equivalents | 36 | 1,079 |
Cash and cash equivalents | ||
Beginning of period | 211 | 218 |
End of period | 8,213 | 211 |
Supplemental cash flow information: | ||
Interest paid | 1,106 | 2,603 |
Income taxes paid, net of refunds | 477 | $ 587 |
Non-cash investing and financing activities: | ||
Securities received for sale of subsidiary | 4,207 | |
Notes receivable recognized upon Equity Transaction | $ 4,929 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit/Retained earnings [Member] | Cash Dividend Declared [Member] | Total |
Balance at Dec. 31, 2017 | $ 9 | $ 23,801 | $ (5,798) | $ (463) | $ 17,549 | |
Balance (in shares) at Dec. 31, 2017 | 8,726,045 | 8,726,045 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (5,664) | $ (5,664) | ||||
Stock-based compensation | 165 | 165 | ||||
Foreign currency translation adjustment | (161) | (161) | ||||
Pension adjustment, net of taxes | 62 | 62 | ||||
Balance at Dec. 31, 2018 | $ 9 | 23,966 | (5,897) | (6,127) | $ 11,951 | |
Balance (in shares) at Dec. 31, 2018 | 8,726,045 | 8,726,045 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (1,439) | $ (1,439) | ||||
Stock-based compensation | 12 | 12 | ||||
Foreign currency translation adjustment | 4,766 | 4,766 | ||||
Pension adjustment, net of taxes | 1,145 | 1,145 | ||||
Balance at Dec. 31, 2019 | $ 9 | $ 23,978 | $ 14 | $ (7,566) | $ 16,435 | |
Balance (in shares) at Dec. 31, 2019 | 8,726,045 | 8,726,045 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Pioneer Power Solutions, Inc. and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “Pioneer Power,” “we,” “our” and “us”) manufacture, sell and service a broad range of specialty electrical transmission, distribution and on-site power generation equipment for applications in the utility, industrial, commercial and backup power markets. The Company is headquartered in Fort Lee, New Jersey and operates from five (5) additional locations in the U.S. for manufacturing, centralized distribution, engineering, sales and administration. NASDAQ Listing On September 24, 2013, the Company completed an underwritten public offering of 1,265,000 shares of its common stock at a gross sales price of $7.00 per share, resulting in net proceeds to the Company of approximately $7.9 million, after deducting underwriting discounts and commissions and other offering expenses. In connection with the public offering, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol PPSI. Segments In determining operating and reportable segments in accordance with ASC 280, Segment Reporting (“ASC 280”), the Company concluded that it has two reportable segments, which are also our operating segments: Transmission & Distribution Solutions (“T&D Solutions”) and Critical Power Solutions. Financial information about the Company’s segments is presented in Note 17 – Business Segment, Geographic and Customer Information. Sale of Transformer Business Units On June 28, 2019, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), by and among the Company, Electrogroup Canada, Inc., a wholly owned subsidiary of the Company (“Electrogroup”), Jefferson Electric, Inc., a wholly owned subsidiary of the Company (“Jefferson”), JE Mexican Holdings, Inc., a wholly owned subsidiary of the Company (“JE Mexico,” and together with Electrogroup and Jefferson, the “Disposed Companies”), Nathan Mazurek (Chief Executive Officer of the Company), Pioneer Transformers L.P. (the “US Buyer”) and Pioneer Acquireco ULC (the “Canadian Buyer,” and together with the US Buyer, the “Buyer”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to sell (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE Mexico to the US Buyer (the “Equity Transaction”), for a purchase price of $68.0 million. Included in the purchases price, the Company received two subordinated promissory notes, issued by the Buyer, in the aggregate principal amount of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in a reduction to the value of the notes at December 31, 2019 of $651, for a carrying value of $5.1 million, which is included within other long term assets as of December 31, 2019. After certain adjustments and expenses of sale, the Company received net consideration from the sale of $45.2 million. Subsequent to finalizing the working capital adjustment during the fourth quarter of 2019 the gain recognized on the Equity Transaction amounted to $13.7 million and is reflected within discontinued operations. The transaction was consummated on August 16, 2019. Pioneer sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type transformer manufacturing businesses within the Company’s T&D Solutions segment. Pioneer Power retained its switchgear manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power segment. For presentation within these statements, the Disposed Companies are being presented as discontinued operations for all periods presented. Presentation The accompanying audited consolidated financial statements of the Company have been prepared pursuant to the rules of the SEC and reflect the accounts of the Company as of December 31, 2019. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the audited consolidated financial statements have been included. These audited consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Liquidity The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2019, we had $8.2 million of cash and cash equivalents on hand, generated primarily from the completion of the Equity Transaction, and working capital of $10.1 million. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings under our revolving credit facilities. Our cash requirements historically were generally for operating activities, debt repayment, capital improvements and acquisitions. As all outstanding amounts under our credit facilities have been paid in full with the proceeds from the Equity Transaction during the year ended December 31, 2019, we expect to meet our cash needs with our working capital and cash flows from our operating activities. We expect our cash requirements to be generally for operating activities and capital improvements. During the quarter ended September 30, 2019 the Company declared a cash dividend of approximately $12 million in the aggregate which was subsequently enjoined by ruling of the courts in connection with the litigation with Myers Power Products, Inc. As a result of the court order, the cash dividend was cancelled by the Company during the fourth quarter of 2019. However, the timing and amount of future dividends could require the Company to seek capital funding to support its ongoing operations as the Company’s historical credit arrangements were terminated in connection with the Equity Transaction. There are two appeals pending in the California Court of Appeals for the Second Appellate District in connection with the litigation with Myers Power Products, Inc., which includes an appeal of an order modifying a previously issued preliminary injunction and an order enjoining the Company to obtain and post a $12 million bond in connection with the modified preliminary injunction. While the Company intends to defend itself vigorously, due to the uncertainties of litigation, the Company can give no assurance that it will prevail on the appeals which could have an adverse impact on the Company’s financial position. These appeals are currently scheduled to be heard later in calendar year 2021, after the underlying case is likely to be heard and decided. See Note 13 for further discussion. Rounding All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications have been made in prior years’ financial statements to conform to the presentation used in the current year. These reclassifications have not resulted in any changes to the previously reported net income for any year. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Significant estimates in these financial statements include allowance for doubtful accounts receivable, inventory provision, useful lives and impairment of long-lived assets, income tax provision, and goodwill impairment. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions. Revenue Recognition Revenue is recognized when (1) a , (2) , (3) , (4 . Cost of Goods Sold Cost of goods sold for the T&D Solutions and Critical Power segments primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production facilities and, where appropriate, an allocation of overhead. Cost of goods sold for Critical Power Solutions also includes indirect labor and infrastructure cost related to the provision of field services. Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short - The carrying amount reported in the consolidated balance sheet for shares held in CleanSpark, Inc., which are accounted for in accordance with the adoption of ASU 2016-01, of $936 included within short term investment approximates fair value as the asset has a readily determinable market value and as such it is considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 is considered a Level 3 asset due to unobservable inputs. Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits and investments with an original maturity at the date of purchase of three months or less. Accounts Receivable The Company accounts for trade receivables at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history and current economic conditions. The Company writes off trade receivables when they are deemed uncollectible. The Company records recoveries of trade receivables previously written off when it receives them. Management considers the Company’s allowance for doubtful accounts, which was $77 and $123 as of December 31, 2019 and 2018, respectively, sufficient to cover any exposure to loss in its accounts receivable. Long-Lived Assets Depreciation and amortization for property, plant and equipment, and finite life intangible assets, is computed and included in cost of goods sold and in selling and administrative expense, as appropriate. Long-lived assets, consisting primarily of property, plant and equipment, are stated at cost less accumulated depreciation. Property, plant and equipment are depreciated using the straight line method, based on the estimated useful lives of the assets (buildings – 25 years, machinery and equipment - 5 to 15 years, computer hardware and software - 3 to 5 years, furniture & fixtures 5 to 7 years, leasehold improvements – term of lease). Depreciation commences in the year the assets are ready for their intended use. As a convention, in the initial year an asset is placed in service, the Company takes one half year of depreciation. Finite life intangible assets consist primarily of customer relationships in multiple categories that are specific to the businesses acquired and for which estimated useful lives were determined based on actual historical customer attrition rates. The Company’s other finite life intangible assets consist of non-compete agreements, which have defined terms, certain trademarks which the Company has elected to gradually discontinue, and internally-developed software. These finite life intangible assets are amortized by the Company over periods ranging from four to ten years. Long-lived assets and finite life intangible assets are reviewed for impairment whenever events or circumstances have occurred that indicate the remaining useful life of the asset may warrant revision or that the remaining balance of the asset may not be recoverable. Upon indications of impairment, or in the normal course of annual testing, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The measurement of possible impairment is generally estimated by the ability to recover the balance of an asset group from its expected future operating cash flows on an undiscounted basis. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value thereof. Determining asset groups and underlying cash flows requires the use of significant judgment. Goodwill and Indefinite Life Intangible Assets Goodwill was generated through the acquisitions made by the Company between 2010 and 2015. As the total consideration paid exceeded the value of the net assets acquired, the Company recorded goodwill for each of the completed acquisitions. At the date of acquisition, the Company performed a valuation to determine the value of the intangible assets, and the allocation of the purchase price to the assets and liabilities acquired. The goodwill is attributable to synergies and economies of scale provided to us by the acquired entity. The Company tests its goodwill and indefinite-lived intangible asset for impairment at least annually (as of October 1) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of its segments; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill, the indefinite-lived intangible assets and the Company’s consolidated financial results. As described in Note 11, the Company recorded impairment charges of $83 for intangible assets and $3.0 million against goodwill in 2019 and $870, $377 and $103 against technology-related industry accreditation, customer relationships and non-complete agreements, respectively, in 2018. The Company tests its goodwill for impairment at the reporting unit level, which is an operating segment or a segment that is one level below its operating segments. An operating segment is defined by ASC 280-10-50 as a component of an enterprise that earns revenue and incurs expenses, of which discrete financial information is available. The goodwill has been assigned to the reporting unit to which the value relates. Two of the Company’s four reporting units have goodwill. The Company tests goodwill by estimating the fair value of the reporting unit using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis. A quantitative analysis is used to determine an estimated fair value representing the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. The estimated fair value of each reporting unit is derived using a discounted cash flow method based on market and reporting unit-specific assumptions, including estimated future revenues and expenses, weighted average cost of capital, capital expenditures, the useful life over which cash flows will occur and other assumptions which are considered reasonable and inherent in discounted cash flow analysis. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. As of December 31, 2019, the Company has written the value of all of its goodwill and intangible assets to zero because the Company determined they were impaired. Income Taxes The Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing the provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company believes that the deferred tax asset recorded as of December 31, 2019 and 2018 is realizable through future reversals of existing taxable temporary differences and future taxable income. If the Company was to subsequently determine that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made. The Company will continue to assess the adequacy of the valuation allowance on a quarterly basis. The Company’s tax filings are subject to audit by various taxing authorities. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences or events that have been recognized in the Company’s financial statements or tax returns. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see “Unrecognized Tax Benefits” below). Income tax related interest and penalties are grouped with interest expense on the consolidated statement of operations. Unrecognized Tax Benefits The Company accounts for unrecognized tax benefits in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon ultimate settlement with a taxing authority, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Additionally, ASC 740 requires the Company to accrue interest and related penalties, if applicable, on all tax positions for which reserves have been established consistent with jurisdictional tax laws. See Note 16 ‒ Income Taxes. Share-Based Payments The Company accounts for share based payments in accordance with the provisions of FASB ASC 718 “Compensation – Stock Compensation” and accordingly recognizes in its financial statements share based payments at their fair value. In addition, it recognizes in the financial statements an expense based on the grant date fair value of stock options granted to employees and directors. The expense is recognized on a straight line basis over the expected option life while taking into account the vesting period and the offsetting credit is recorded in additional paid-in capital. Upon exercise of options, the consideration paid together with the amount previously recorded as additional paid-in capital is recognized as capital stock. The Company estimates its forfeiture rate in order to determine its compensation expense arising from stock based awards. The Company uses the Black-Scholes Merton option pricing model to determine the fair value of the options. Non-employee members of the Board of Directors are deemed to be employees for the purposes of recognizing share-based compensation expense. Inventories Inventories are stated at the lower of cost or net realizable value using first-in, first-out (FIFO) or weighted-average methods and include the cost of materials, labor and manufacturing overhead. The Company uses estimates in determining the level of reserves required to state inventory at the lower of cost or market. The Company estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory. See Note 8 - Inventories. Income (Loss) Per Share Basic income (loss) per share is computed by dividing the income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. (See Note 18 ‒ Basic and Diluted Net Loss Per Share). Fair Value Measurements FASB ASC 820 “Fair Value Measurement and Disclosure” applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 820 establishes a framework for measuring fair value in U.S GAAP, and expands disclosure about fair value measurements. ASC 820 enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to ASC 820. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The fair value represents management’s best estimates based on a range of methodologies and assumptions. The carrying value of receivables and payables arising in the ordinary course of business approximate fair value because of the relatively short period of time between their origination and expected realization. The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, notes receivable in connection with the Equity Transaction, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates which are periodically adjusted to market rates. Unless otherwise indicated, the carrying value of these financial instruments approximates their fair market value. The carrying amount reported in the consolidated balance sheet for shares held in CleanSpark, Inc. of $936 included within short term investment approximates fair value as the asset has a readily determinable market value and as such it is considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 is considered a Level 3 asset due to unobservable inputs. Recent Accounting Pronouncements There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s financial statements. Income Taxes. Income Taxes (Topic 740) Leases. Leases (Topic 842) Revenue from Contracts with Customers. May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU 2016-08, Revenue from Contracts with Customers Principals versus Agent Considerations, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing Revenue Recognition Revenue from Contracts with Customers Leases Leases Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Recession of Prior SEC Staff Announcements and Observer Comments, In July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with early adoption to be permitted as of the original effective date of January 1, 2017. Once this standard becomes effective, companies may We completed a review of our various revenue streams within our two reportable segments, T&D Solutions and Critical Power. We have gathered data to quantify the amount of sales by type of revenue stream and categorized the types of sales for our business units for the purpose of comparing how we currently recognize revenue to the new standard in order to quantify the impact of this ASU. We have made policy elections within the amended standard that are consistent with our current accounting. We adopted ASU 2014-09 in our first quarter of 2018 using the modified retrospective approach. We have performed a quantitative assessment of adopting ASU 2014-09 and concluded that there was no material impact to our financial statements other than enhanced disclosures and no changes to the opening retained earnings. Stock Compensation. Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Fair Value Measurement. Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Measurement of Credit Losses on Financial Instrument. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2019 | |
FinanceLeaseCost | |
DIVESTITURES | 3. DIVESTITURES Pioneer Critical Power, Inc. On January 22, 2019, Pioneer Critical Power, Inc., a Delaware corporation (“PCPI”), a wholly-owned subsidiary of the Company within the T&D Solutions segment, CleanSpark and CleanSpark Acquisition, Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub merged with and into PCPI, with PCPI becoming a wholly-owned subsidiary of the CleanSpark and the surviving company of the merger (the “Merger”). At the effective date of the Merger, all of the issued and outstanding shares of common stock of PCPI, par value $0.01 per share, were converted into the right to receive (i) 175,000 shares of common stock, par value $0.001 per share (“CleanSpark Common Stock”), of CleanSpark, (ii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $16.00 per share, and (iii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $20.00 per share. The Merger Agreement also contains representations, warranties and covenants of the parties customary for transactions similar to those entered into by the Merger Agreement. Such representations and warranties are made solely for purposes of the Merger Agreement and, in some cases, may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Merger Agreement and may have been qualified by disclosures that were made in connection with the parties’ entry into the Merger Agreement. The share quantities and exercise prices of warrants reflect the 10:1 stock split completed by CleanSpark in December 2019. In connection with the Merger Agreement, the Company, CleanSpark and PCPI entered into an Indemnity Agreement (the “Indemnity Agreement”), dated January 22, 2019, pursuant to which the Company agreed to assume the liabilities and obligations related to the claims made by Myers Powers Products, Inc. in the case titled Myers Power Products, Inc. v. Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, Corp., et al. In connection with entry into the Merger Agreement, the Company and CleanSpark entered into a Contract Manufacturing Agreement (the “Contract Manufacturing Agreement”), dated as of January 22, 2019, pursuant to which the Company will manufacture paralleling switchgear, automatic transfer switches and related control and circuit protective equipment (collectively, “Products”) exclusively for purchase by CleanSpark. CleanSpark will purchase the Products via purchase orders issued to the Company at any time and from time to time. The price for the Products payable by CleanSpark to the Company will be negotiated on a case by case basis, but all purchases of Products will have a target price of 91% of the CleanSpark customer’s purchase order price and will not be more than 109% of the Company’s cost. The Contract Manufacturing Agreement has a term of 18 months and may be extended by mutual agreement of the Company and CleanSpark. In connection with entry into the Merger Agreement, the Company and CleanSpark entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Compete Agreement”), dated January 22, 2019, pursuant to which the Company agreed not to, among other things, own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any person or entity that engages in or plans to engage in the design, manufacture, distribution and service of paralleling switchgear, automatic transfer switches, and related products (the “Restricted Business”). The Company agreed not to engage in the Restricted Business within any state or county within the United States in which CleanSpark or the surviving company of the Merger conducts such Restricted Business for a period of four (4) years from the date of the Non-Compete Agreement. In addition, the Company also agreed, for a period of four (4) years from the date of the Non-Compete Agreement, not to, among other things, directly or indirectly (i) solicit, induce, or attempt to induce customers, suppliers, licensees, licensors, franchisees, consultants of the Restricted Business as conducted by the Company, CleanSpark or the surviving company to cease doing business with the surviving company or CleanSpark or (ii) solicit, recruit, or encourage any of the surviving company’s or CleanSpark’s employees, or independent contractors to discontinue their employment or engagement with the surviving company or CleanSpark. The Merger resulted in the deconsolidation of PCPI and a gain of $4.2 million in the first quarter of 2019. The fair value of the investment in the common stock of CleanSpark was determined using quoted market prices and warrants were established using a Black Scholes model. From the date of sale through December 31, 2019, the estimated fair value of the warrants and CleanSpark common stock decreased to $1.4 million and an unrealized mark to market loss of $2.8 million was recognized within other expense for the period ended December 31, 2019. The PCPI entity was a dormant business unit at the time of this sale; therefore this sale has no impact to the discontinued operations presented within the financial statements. See Note 1 for details related to the sale of the Transformer business. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. ● Level 2 - inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. At December 31, 2019, the Company’s financial instruments included the right to receive (i) 175,000 shares of common stock, par value $0.001 per share, of CleanSpark Common Stock, (ii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $16.00 per share, and (iii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $20.00 per share. The carrying amounts reported in the accompanying financial statements for cash and cash equivalents, receivables, inventories, accounts payable and accrued expenses and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The share quantities and exercise prices of warrants reflect the 10:1 stock split completed by CleanSpark in December 2019. The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets that are measured at fair value on a recurring basis: December 31, 2019 Quoted prices Significant Significant Assets Common shares $ 936 $ — $ — Warrants — — 531 Level 3 Valuation The warrant asset (which relates to warrants to purchase shares of common stock) is marked-to-market each reporting period with the change in fair value recorded to other income (expense) in the accompanying statements of operations until the warrants are exercised. The fair value of the warrant asset is estimated using a Black-Scholes option-pricing model. The significant assumptions used in preparing the option pricing model for valuing the warrant asset as of December 31, 2019, include (i) volatility of 282%, (ii) risk free interest rate of 1.66%, (iii) strike price ($16.00 and $20.00), (iv) fair value of common stock ($5.40), and (v) expected life of 4.07 years. The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the CleanSpark warrants for the year ended December 31, 2019: CleanSpark Balance at December 31, 2018 $ — Issuance of warrants 1,479 Change in fair value (948 ) Balance at December 31, 2019 $ 531 No other changes in valuation techniques or inputs occurred during the year ended December 31, 2019. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the year ended December 31, 2019. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 5. Adoption of ASC Topic 606, “Revenue from Contracts with Customers” On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. There was no adjustment to opening retained earnings due to the impact of adopting Topic 606. The Company adopted ASC 606 using the modified retrospective method. Nature of our products and services Our principal products and services include custom-engineered engine-generator sets and controls, complemented by a national field-service network to maintain and repair power generation assets. Products We provide switchgear that helps customers effectively and efficiently manage their electrical power distribution systems to desired specifications. Services Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. Our power maintenance programs provide preventative maintenance, repair and support service for our customers’ power generation systems. Our principal source of revenue is derived from sales of products and fees for services. We measure revenue based upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of our products when the risk of loss or control for the product transfers to the customer and for services as they are performed. Under ASC 606, revenue is recognized when a customer obtains control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services. To achieve this core principal, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised products or services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The customer payments are generally due in 30 days. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis or cost of the product or service. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer. Substantially all of our revenue from the sale of switchgear and power generation equipment is recognized at a point of time. Revenues are recognized at the point in time that the customer obtains control of the good which is when it has taken title to the products and has assumed the risks and rewards of ownership specified in the purchase order or sales agreement. Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The following table presents our revenues disaggregated by revenue discipline: For the Year Ended December 31, 2019 2018 Products $ 10,401 $ 10,327 Services 10,181 9,800 Total Revenue $ 20,582 $ 20,127 See Note 17 – Business Segment, Geographic and Customer Information |
OTHER EXPENSE
OTHER EXPENSE | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE | 6. OTHER EXPENSE Other expense in the consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations. For the year ended December 31, 2019, other expense was $2.8 million, as compared to $64 during the year ended December 31, 2018. For the year ended December 31, 2019, included in other expense was a loss of $2.8 million related to the mark to market adjustment on the fair value of common stock and warrants received in connection with the Merger of PCPI, CleanSpark and the Merger Sub. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 7. DISCONTINUED OPERATIONS A discontinued operation is a component of the Company’s business that represents a separate major line of business that had been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative Consolidated Statement of Operations, Consolidated Statement of Cash Flows, and Consolidated Balance Sheets are presented as if the operation had been discontinued from the start of the comparative year. Based upon the authoritative guidance, the Company concluded that the operations of the liquid-filled and dry-type transformer business should be presented as discontinued operations as of December 31, 2019. Overview On August 16, 2019, the Company completed the Equity Transaction pursuant to the Stock Purchase Agreement, by and among the Company, the Disposed Companies, Nathan Mazurek, and the Buyer. Pursuant to the terms of the Stock Purchase Agreement, the Company sold (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE Mexico to the US Buyer. Upon completion of the Equity Transaction, Pioneer Power sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type transformer manufacturing businesses within the Company’s T&D Segment. Pioneer Power retained its switchgear manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power segment. Consideration The consideration paid by the Buyer in the Equity Transaction is a base cash purchase price of $60.5 million, as well as the issuance by the Buyer of two subordinated promissory notes to Pioneer Power in the principal amounts of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million (the “Seller Notes”), in each case subject to adjustment pursuant to the terms of the Stock Purchase Agreement. Pursuant to the terms of the Stock Purchase Agreement, the Seller Notes will bear interest at an annualized rate of 4.0%, to be paid-in-kind annually, and will have a maturity date of December 31, 2022. In addition, pursuant to the terms of the Stock Purchase Agreement, as amended, the Buyer may set-off on a dollar-for-dollar basis any indemnifiable losses the Buyer suffers as a result of certain actions or omissions by Pioneer Power or the Disposed Companies against the first Seller Note in the aggregate principal amount of $5.0 million, and such right of set-off is the Buyer’s sole source of recovery with respect to losses resulting from inaccuracies or breaches of the Company’s representations and warranties, except for breaches of certain fundamental warranties, claims of fraud and breaches of representations, warranties or covenants relating to taxes, and claims for certain specific indemnities. No such losses are expected as of December 31, 2019. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in a reduction to the value of the notes at December 31, 2019 of $651, for a carrying value of $5.1 million, which is included within other long term assets as of December 31, 2019. After certain adjustments and expenses of sale, the Company received net consideration from the sale of $45.2 million. Subsequent to finalizing the working capital adjustment during the fourth quarter of 2019 the gain recognized on the Equity Transaction amounted to $13.7 million and is reflected within discontinued operations. Covenants In addition, pursuant to the Stock Purchase Agreement, each of Pioneer Power, its affiliates and Nathan Mazurek, Pioneer Power’s President, Chief Executive Officer and Chairman of the Board of Directors, have agreed to a non-solicitation provision that generally prohibits such persons, for a three-year period, from, among other things, soliciting or attempting to hire employees of the Disposed Companies or the Buyer or engaging in the business operated by the Disposed Companies within certain geographic areas, subject to certain limitations and exceptions. Indemnification Pursuant to the Stock Purchase Agreement, Pioneer Power and the Buyer have each agreed to indemnify one another for any and all liabilities, losses, damages, claims, demands, suits, actions, judgments, fines, penalties, deficiencies, awards, taxes, assessments, costs or expenses (including reasonable attorney’s or other professional fees and expenses) (“Losses”) resulting from any inaccuracy or breach of the respective party’s representations and warranties or any breach or nonperformance of the respective party’s covenants and agreements in the Stock Purchase Agreement or its related ancillary agreements. In addition, Pioneer Power has agreed to indemnify the Buyer and its affiliated parties for Losses resulting from, among other things, certain pre-closing tax matters, debt held by the Disposed Companies, transaction expenses, breaches of representations and warranties that are not covered by the Buyer’s representation and warranty insurance because the Buyer had knowledge of such breach (only to the extent such Losses would have been covered by the representation and warranty insurance had the Buyer not known of such breach) (“Interim Breaches”), certain matters related to Electrogroup’s operations, certain legal proceedings, certain matters related to Nexus Custom Magnetics, L.L.C., a wholly owned subsidiary of Jefferson, and certain matters concerning end-user software utilized by the Disposed Companies. The indemnification obligations of Pioneer Power with respect to Losses of the Buyer resulting from inaccuracies or breaches of the Company’s representations and warranties, except for breaches of certain fundamental warranties, claims of fraud and breaches of representations, warranties or covenants relating to taxes, and claims for certain specific indemnities, are subject to (i) a true deductible equal to $330,000, (ii) a cap equal to $330,000, and (iii) a per-claim threshold amount of $50,000, and any such Losses shall be satisfied solely through a set-off to the first Seller Note with the principal amount of $3.3 million. In addition, the indemnification rights of the Buyer with respect to Interim Breaches are subject to a cap equal to $5.0 million, and the indemnification rights of the Buyer with respect to Losses resulting from certain legal matters are subject to a true deductible equal to $150,000 and a cap equal to $3.3 million. The indemnification obligations of the Buyer, except with respect to breaches of certain fundamental representations and warranties and claims of fraud, are subject to a true deductible equal to $330,000 and a cap equal to $3.3 million. In addition, each party’s total indemnification obligation is subject to a cap equal to the purchase price, except for claims of fraud. The Buyer has obtained a customary representation and warranty insurance policy insuring the Buyer against losses resulting from a breach of representations and warranties by Pioneer Power and the Disposed Companies, and the Buyer is required to use commercially reasonable efforts to utilize the representation and warranty insurance to cover any Losses resulting from such a breach. Other Provisions The Stock Purchase Agreement also contains customary representations and warranties, and provisions governing certain other matters between the parties. Operating results of the liquid-filled and dry-type transformer manufacturing businesses previously included in the T&D Solutions segment, have now been reclassified as discontinued operations for all periods presented. The components of assets and liabilities that are attributable to discontinued operations are as follows (in thousands): December 31, December 31, 2019 2018 Assets of discontinued operations: Accounts receivable - trade, net $ — $ 12,944 Inventories, net — 23,632 Income taxes receivable — 566 Prepaid expenses — 514 Property, plant and equipment, net — 4,406 Right of use asset — 2,124 Deferred income taxes — 134 Intangible assets, net — 3,460 Goodwill — 5,557 Assets of discontinued operations $ — $ 53,337 Liabilities of discontinued operations: Bank overdrafts $ — $ 1,690 Accounts payable and accrued liabilities — 18,894 Income taxes payable — 778 Pension deficit — 148 Other long-term liabilities — 2,187 Liabilities of discontinued operations $ — $ 23,697 During the quarter ended June 30, 2019 the Company’s Reynosa Facility was damaged by a flood resulting in damages to inventory. This loss has been partially offset by $2.4 million of insurance proceeds that the Company expects to receive. The Company received $600 of these insurance proceeds during the year ended December 31, 2019, and $1.4 million of these insurance proceeds were received subsequent to year-end. While the net loss on inventory damaged amounting to approximately $782 has been reflected within the Cost of goods sold in discontinued operations, the corresponding insurance receivable of $1.8 million has been recognized as an asset from continuing operations as of December 31, 2019. The amount of damaged inventory and insurance proceeds are based upon management’s best estimate, and the actual amount of damaged inventory and insurance proceeds may differ from such estimates. During the year ended December 31, 2019, the Company determined that there was substantial doubt over our ability to collect $2.3 million due from our former Asian manufacturing partner as the Company no longer retains a relationship with this entity subsequent to the sale of the Transformer business. While the Company will continue to pursue collection of the amount, based upon discussions with the supplier during the year ended December 31, 2019, the recognition of a reserve was deemed appropriate. The following table presents the discontinued operations of the in the Consolidated Statement of Operations (in thousands): Year Ended December 31, 2019 2018 Revenues $ 46,631 $ 86,263 Costs and Expenses Cost of goods sold 39,915 68,906 Selling, general and administrative 9,207 10,445 Foreign exchange gain (834 ) (337 ) Interest expense 653 1,745 Other expense 41 760 Total costs and expenses 48,982 81,519 Gain on sale of discontinued subsidiaries 13,686 — Income before provision for income taxes 11,335 4,744 Income tax expense 737 1,099 Income from discontinued operations, net of income taxes $ 10,598 $ 3,645 Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows (in thousands): Year Ended December 31, 2019 2018 Depreciation and amortization $ 756 $ 1,207 Capital expenditures 117 432 Write-off of receivables 2,876 — |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 8. INVENTORIES The components of inventories are summarized below: December 31, 2019 2018 Raw materials $ 2,309 $ 2,049 Work in process 2,628 1,949 Finished goods 46 46 Provision for excess and obsolete inventory (429 ) (366 ) Total inventories $ 4,554 $ 3,678 Inventories are stated at the lower of cost or a net realizable value determined on a FIFO method. Included in work in process at December 31, 2019 and December 31, 2018 are goods in transit of approximately $0 and $120, respectively. Also included in work in process at December 31, 2019 and December 31, 2018 is a net realizable value reserve of approximately $418 and $0, respectively. The net realizable value adjustment of $418 was recognized through cost of goods sold of the T&D Solutions segment during the year ended December 31, 2019. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized below: December 31, 2019 2018 Machinery and equipment $ 1,225 $ 1,219 Furniture and fixtures 205 205 Computer hardware and software 682 682 Leasehold improvements 337 312 2,449 2,418 Less: Accumulated depreciation (1,809 ) (1,540 ) Total property, plant and equipment, net $ 640 $ 878 Depreciation expense was $269 and $352 for the period ended December 31, 2019 and 2018, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
OTHER ASSETS | 10. OTHER ASSETS Included in other assets at December 31, 2019 and December 31, 2018 are right-of-use assets, net, of $1.8 million and $2.2 million, respectively, related to our lease obligations. In December 2011 and January 2012, the Company made two secured loans, each in the amount of $300 to a developer of a renewable energy project in the U.S, secured by assets of the developer. The promissory notes accrue interest at a rate of 4.5% per annum with a final payment of all unpaid principal and interest becoming fully due and payable upon the earlier to occur of (i) the four year anniversary of the issuance date of the promissory notes, or (ii) an event of default. As defined in the promissory notes, an event of default includes, but is not limited to, the following: any bankruptcy, reorganization or similar proceeding involving the borrower, a sale or transfer of substantially all the assets of the borrower, a default by the borrower relating to any indebtedness due to third parties, the incurrence of additional indebtedness by the borrower without the Company’s written consent and failure of the borrower to perform its obligations pursuant to its other agreements with the Company, including its purchase order for pad mount transformers. The Company has determined that the probability of recovering the secured loans is unlikely, and has written-off the balance of $600 during the year ended December 31, 2019. As a result of the Company entering into the Stock Purchase Agreement on June 28, 2019, as amended (see Note 3 – Divestitures), we have received two subordinated promissory notes in the aggregate principal amount of $7.5 million, subject to certain adjustments. The subordinated promissory notes accrue interests at a rate of 4.0% per annum with a final payment of all unpaid principal and interest becoming fully due and payable at December 31, 2022. The Company determined the fair value of the notes based on market conditions and prevailing interest rates. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in a reduction to the value of the notes at December 31, 2019 of $651, for a carrying value of $5.1 million. Other assets are summarized below: December 31, 2019 2018 Right of use assets $ 1,806 $ 2,207 Notes receivable, net 5,096 865 CleanSpark warrants 531 — Deposits 32 26 Other assets $ 7,465 $ 3,098 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 11. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is tested at the reporting unit level annually and if necessary, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In 2018, the Company determined certain definite lived intangible assets within the switchgear reporting unit had carrying values that exceeded its fair value. As a result, the Company recorded impairment charges of $870, $377 and $103 against technology-related industry accreditation, customer relationships and non-complete agreements, respectively. During 2019, the Company recorded impairment charges of $83 against internally developed software during 2019 in its Critical Power segment. Prior to 2017, the Company tested goodwill for impairment using a quantitative analysis consisting of a two-step approach. The first step of our quantitative analysis consisted of a comparison of the carrying value of our reporting units, including goodwill, to the estimated fair value of our reporting units using a discounted cash flow methodology. If step one results in the carrying value of the reporting unit exceeding the fair value of such reporting unit, we would then proceed to step two which would require us to calculate the amount of impairment loss, if any, that we would record for such reporting unit. In the fourth quarter of 2017 the Company adopted ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” and eliminated Step 2 from the goodwill impairment test. The goodwill impairment test was performed as of October 1, 2019 and involves significant estimates. The Company recorded an impairment charge of $3.0 million to the remaining goodwill at the TESI business unit in 2019, based in part by the loss of the Verizon agreement, which is recorded in continuing operations within selling, general, and administrative expense. The Company recorded no impairment to goodwill during the year ended December 31, 2018. Changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2019 and 2018 are as follows: Critical Total Gross Goodwill: Balance as of January 1, 2018 $ 2,969 $ 2,969 No activity — — Balance as of December 31, 2018 $ 2,969 $ 2,969 Accumulated impairment losses: Balance as of January 1, 2018 $ — $ — Impairment charges — — Balance as of December 31, 2018 $ — $ — Net Goodwill $ 2,969 $ 2,969 Gross Goodwill: Balance as of January 1, 2019 $ 2,969 $ 2,969 No activity — — Balance as of December 31, 2019 $ 2,969 $ 2,969 Accumulated impairment losses: Balance as of January 1, 2019 $ — $ — Impairment charges (2,969 ) (2,969 ) Balance as of December 31, 2019 $ (2,969 ) $ (2,969 ) Net Goodwill $ — $ — Changes in intangible asset balances for the years ended December 31, 2019 and 2018 consisted of the following: Critical Power Total Solutions Intangible Segment Assets Balance as of January 1, 2018 $ 1,245 $ 1,245 Amortization (1,121 ) (1,121 ) Foreign currency translation — — Balance as of December 31, 2018 $ 124 $ 124 Amortization (41 ) (41 ) Impairment charges (83 ) (83 ) Foreign currency translation — — Balance as of December 31, 2019 $ — $ — The components of intangible assets at December 31, 2019 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Impairment Charges Foreign Currency Translation Net Book Value Internally developed software 7 289 (206 ) (83 ) — — Total intangible assets $ 289 $ (206 ) $ (83 ) $ — $ — (a) During 2019, The components of intangible assets at December 31, 2018 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Impairment Charges Foreign Currency Translation Net Book Value Customer relationships 7 (b) $ 7,202 $ (6,175 ) $ (377 ) $ — $ 650 Non-compete agreements 4 (b) 705 (587 ) (103 ) — 15 Trademarks Indefinite 1,816 — — — 1,816 Internally developed software 7 289 (165 ) — — 124 Developed technology 10 492 (197 ) — — 295 Technology-related industry accreditations Indefinite (b) 1,576 — (870 ) (22 ) 684 Total intangible assets $ 12,080 $ (7,124 ) $ (1,350 ) $ (22 ) $ 3,584 (b) During 2018, |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT Canadian Credit Facilities In April 2016, our wholly owned subsidiary, Pioneer Electrogroup Canada Inc., entered into an Amended and Restated Credit Agreement (“CAD ARCA”) with Bank of Montreal (“BMO”) with respect to our existing Canadian credit facilities (as amended and restated, the “Canadian Facilities”) that replaced and superseded all of our businesses’ prior financing arrangements with the bank. This CAD ARCA extended the maturity date of our Canadian Facilities to July 31, 2017. The CAD ARCA was further amended (the “2017 CAD ARCA Amendment”) on March 15, 2017, and again on March 28, 2018 (the “2018 CAD ARCA Amendment”). The 2018 CAD ARCA Amendment extended the term of our Canadian Facilities to April 1, 2020. On August 8, 2019, BMO agreed to a temporary borrowing base increase until the earlier of the (i) closing of the Equity Transaction and repayment in full of all amounts owned under the Canadian Facilities and the U.S. Facilities, and (ii) August 31, 2019. Our Canadian Facilities provided for up to $8.2 million Canadian dollars (“CAD”) (approximately $6.3 million expressed in U.S. dollars) consisting of a revolving $7.0 million CAD revolving credit facility (“Facility A”) to finance ongoing operations, a $471 CAD term credit facility (“Facility B”) that financed a plant expansion, and a $712 USD Facility (“Facility C”) that financed a business acquisition and the purchase and expansion of its manufacturing facilities. The 2017 CAD ARCA Amendment increased the Facility A to $8.0 million CAD, increasing the total amount of loans available under the Canadian Facilities to $9.2 million CAD. We made the final principal payment under Facility B on April 30, 2018, and the outstanding principal balance under Facility C with proceeds received from the sale of the Farnham, Quebec, Canada, building in December 2018. A ll outstanding amounts under Facility A were paid in full on August 16, 2019, using proceeds from the Equity Transaction, and the underlying debt agreements were terminated. United States Credit Facilities In April 2016, we entered into an Amended and Restated Credit Agreement (“US ARCA”) with BMO with respect to our existing U.S. facilities that replaced and superseded all of our businesses’ prior financing arrangements with the bank (the “U.S. Facilities”).The US ARCA was further amended (the “2017 US ARCA Amendment”) on March 15, 2017, and again on March 28, 2018 (the “2018 US ARCA Amendment”). The 2018 US ARCA Amendment extended the term of our US Facilities to April 1, 2020. Our U.S. Facilities, as amended and restated, provided for up to $19.1 million USD consisting of a $14.0 million USD demand revolving credit facility (“USD Facility A”) to finance ongoing operations, a $5.0 million USD term loan facility (“USD Facility B”) that financed the acquisition of Titan, and a new $100 revolving credit facility provided pursuant to a MasterCard is to be used to pay for and temporarily finance our day-to-day business expenses and for no other purpose. The 2017 US ARCA Amendment increased the USD Facility A to $15.0 million, increasing the total amount of loans available under the U.S. Facilities to $20.1 million USD. A ll outstanding amounts under USD Facilities A and B were paid in full on August 16, 2019, using proceeds from the Equity Transaction, and the underlying debt agreements were terminated. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Leases The company leases certain offices, facilities and equipment under operating and financing leases. Our leases have remaining terms of 1 year to 7 years some of which contain options to extend up to 10 years. As of December 31, 2019 and 2018, assets recorded under finance leases were $1,253 and $864, respectively, and accumulated amortization associated with finance leases was $571 and $343, respectively. The components of the lease expense were as follows: For the Year Ended December 31, 2019 2018 Operating lease cost $ 677 $ 592 Finance lease cost Amortization of right-of-use asset $ 284 $ 187 Interest on lease liabilities 53 40 Total finance lease cost $ 337 $ 227 Other information related to leases was as follows: Supplemental Cash Flows Information December 31, 2019 2018 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 664 $ 598 Operating cash flows from finance leases 53 40 Financing cash flows from finance leases 281 170 Right-of-use assets obtained in exchange for lease obligations: Operating leases 599 515 Finance leases 62 54 Weighted Average Remaining Lease Term December 31, 2019 2018 Operating leases 2 years 3 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2019 2018 Operating leases 5.50 % 5.50 % Finance leases 6.90 % 6.50 % Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows: Operating Finance Leases Leases 2020 677 281 2021 401 330 2022 91 140 2023 — 124 Total future minmum lease payments 1,169 875 Less imputed interest (62 ) (93 ) Total future minmum lease payments $ 1,107 $ 782 Reported as of December 31, 2019: Operating Finance Leases Leases Accounts payable and accrued liabilities $ 632 $ 236 Other long-term liabilities 475 546 Total $ 1,107 $ 782 Litigation and Claims The Company is from time to time party to various lawsuits, claims and other proceedings that arise in the ordinary course of our business. On January 11, 2016, Myers Power Products, Inc., a specialty electrical products manufacturer, filed suit with the Superior Court of the State of California, County of Los Angeles, against us, PCEP and two PCEP employees who are former employees of Myers Power Products, Inc., Geo Murickan, the president of PCEP (“Murickan”), and Brett DeChellis (“DeChellis”), alleging, among other things, that Murickan wrongly used and retained confidential business information of Myers Power Products, Inc. for the benefit of us and PCEP, in breach of their confidentiality agreement and/or employment agreement entered into with Myers Power Products, Inc., and that we and PCEP knowingly received and used such confidential business information. Myers Power Products, Inc. is seeking injunctive relief enjoining us, PCEP and our employees from using its confidential business information and compensatory damages of an unspecified unlimited amount (exceeding $25,000); however, the Company has recognized approximately $1.2 million for expected costs related to this litigation. On March 18, 2016, we filed an answer to the complaint, denying generally each and every allegation and relief sought by Myers Power Products, Inc. and seeking dismissal based on, among other things, failure to state facts sufficient to constitute a cause of action. We intend to contest the matter vigorously. Due to the uncertainties of litigation, however, we can give no assurance that we, PCEP and our employees will prevail on any claims made against us, PCEP and our employees in any such lawsuit. As of the filing of this report, this action is scheduled for trial in the second quarter of 2020. Also, we can give no assurance that any other lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. We cannot execute the sale of PCEP until the lawsuit has been resolved. On October 4, 2019, the dividend that was payable by the Company was enjoined by court order of the Superior Court of California related to the foregoing case. The Company continues to contest the order. As of the date of this filing, this court order remains in place. On October 16, 2019, Myers Power Products, Inc. filed an ex parte application arguing the Company had violated, or intended to violate the modified preliminary injunction and sought order from the court for the Company to post a bond in an amount of $20,000 or more. The court has not taken any action on this request and the Company intends to vigorously defend its rights in the event the order is granted. There are also two appeals pending in the California Court of Appeals for the Second Appellate District, which includes an appeal of an order modifying a previously issued preliminary injunction and an order enjoining us to obtain and post a $12 million bond in connection with the modified preliminary injunction. Due to the uncertainties of litigation, the Company can give no assurance that it will prevail on the appeals. These appeals are currently scheduled to be heard later in calendar year 2021, after the underlying case is likely to be heard and decided. With respect to all such lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 14. STOCKHOLDERS’ EQUITY Common Stock The Company had 8,726,045 shares of common stock, $0.001 par value per share, outstanding as of December 31, 2019 and December 31, 2018. Preferred Stock The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the shareholders, to issue from time to time up to 5,000,000 shares of preferred stock, $0.001 par value, in one or more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 15. STOCK-BASED COMPENSATION On December 2, 2009, the Company adopted the 2009 Equity Incentive Plan (the “2009 Plan”) for the purpose of issuing incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, restricted stock, stock appreciation rights, performance unit awards and stock bonus awards to employees, directors, consultants and other service providers. A total of 320,000 shares of common stock are reserved for issuance under the 2009 Plan. Options may be granted under the 2009 Plan on terms and at prices as determined by the board of directors or by the plan administrators appointed by the board of directors. On May 11, 2011, the board of directors of the Company adopted the Pioneer Power Solutions, Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”) which was subsequently approved by stockholders of the Company on May 31, 2011. The 2011 Plan replaces and supersedes the 2009 Plan. The Company’s outside directors and employees, including the Company’s principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible to participate in the 2011 Plan. The 2011 Plan allows for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are determined by the Board or a committee of the Board that is designated to administer the Plan. Subject to certain adjustments, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2011 Plan is 700,000 shares. As of December 31, 2019, 379,800 stock options had been granted and are considered outstanding, consisting of 21,000 incentive stock options and 358,800 non-qualified stock options. Expense for stock-based compensation recorded for the years ended December 31, 2019 and 2018 was approximately $12 and $165, respectively. All of the stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2019, the Company had total stock-based compensation expense remaining to be recognized of approximately $2. The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2019 2018 Expected volatility — 29 % Expected life in years — 5.5 Risk-free interest rate — 3 % Dividend yield — 0 % A summary of stock option activity for the years ended December 31, 2019 and 2018, and changes during the years then ended is presented below: Stock Weighted average Weighted Aggregate Outstanding as of January 1, 2018 435,800 $ 8.35 7.50 $ 216 Granted 7,000 5.60 — — Exercised — — Forfeited (18,000 ) 8.54 — Outstanding as of January 1, 2019 424,800 $ 8.30 6.50 $ 22 Granted — — Exercised — — Forfeited (45,000 ) 14.75 Outstanding as of December 31, 2019 379,800 $ 7.54 6.10 $ — Exercisable as of December 31, 2019 376,467 $ 7.54 6.10 $ — The total number of shares reserved for the plan is 700,000 leaving a balance of 293,867 available for future grants. Intrinsic value is the difference between the market value of the stock at December 31, 2019 and the exercise price which is aggregated for all options outstanding and exercisable. A summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shown below: Year Ended December 31, 2019 2018 Weighted-average fair value of options granted (per share) $ — $ 1.81 Intrinsic value gain of options exercised — — Cash receipts from exercise of options — — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The components of loss before income taxes are summarized below: Year Ended December 31, 2019 2018 Loss before income taxes U.S. operations $ (10,759 ) $ (10,105 ) Loss before income taxes $ (10,759 ) $ (10,105 ) The components of the income tax provision were as follows : Year Ended December 31, 2019 2018 Current Federal $ — $ — State 31 58 Deferred 1,247 (854 ) Total income tax provision $ 1,278 $ (796 ) A reconciliation from the statutory U.S. income tax rate and the Company's effective income tax rate, as computed on loss before taxes, is as follows: Year Ended Decmber 31, 2019 2018 Federal Income tax at statutory rate $ (2,259 ) $ (2,123 ) State and local income tax, net (452 ) (424 ) Other permanent items 54 (110 ) Valuation allowance 3,859 1,568 True-up and other 76 293 Total $ 1,278 $ (796 ) The Company’s provision for income taxes reflects an effective tax rate on loss before income taxes of (11.9) % in 2019, as compared to 7.9% in 2018. The increase in the Company’s effective tax rate during 2019 primarily reflects the impact of the sale of its transformers business, the recognition of a valuation allowance and the utilization of its net operating losses. The net deferred income tax asset was comprised of the following: December 31, 2019 2018 Noncurrent deferred income taxes Total assets $ 844 $ 2,837 Total liabilities (844 ) (1,592 ) Net noncurrent deferred income tax asset — 1,245 Net deferred income tax asset $ — $ 1,245 The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows: December 31, 2019 2018 Deferred tax assets U.S. net operating loss carry forward $ — $ 662 Non-deductible reserves 1,785 1,628 Tax credits 4,631 4,631 Intangibles 2,189 1,634 Other — 442 Valuation allowance (7,761 ) (6,160 ) Net deferred tax assets 844 2,837 Deferred tax liabilities Fixed assets (64 ) (313 ) Intangibles — (723 ) Other (780 ) (556 ) Net deferred tax liabilities (844 ) (1,592 ) Deferred asset, net $ — $ 1,245 The assessment of the amount of value assigned to our deferred tax assets under the applicable accounting rules is judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is an element of judgment involved. Realization of our deferred tax assets is dependent on generating sufficient taxable income in future periods. We do not believe that it is more likely than not that future taxable income will be sufficient to allow us to recover any of the value assigned to our deferred tax assets. Accordingly, we have provided for a valuation allowance of the Company's foreign tax credits as we do not anticipate generating sufficient foreign source income. In addition, we have provided for a full valuation allowance on the domestic deferred tax assets as the combined effect of future domestic source income and the future reversals of future tax assets and liabilities will likely be insufficient to realize the full benefits of the assets. As of December 31, 2019, the Company has no net operating loss carryforward. The company has approximately $4.6 million of foreign tax credits for which it has provided a full valuation allowance and $39 of research and development credits which expire in 2032. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows: Uncertain Tax Position Balance as of January 1, 2018 $ 218 Increases due to changes in foreign exchange 224 Balance as of December 31, 2018 $ 442 Decreases related to tax returns becoming statuted barred during the year — Balance as of December 31, 2019 $ 442 The Company’s policy is to recognize interest and penalties related to income tax matters as interest expense. Interest and penalties as they relate to the payroll tax issue are recorded as other expense. Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next twelve months. The tax years subject to examination by major tax jurisdiction include the years 2013 and forward by the U.S. Internal Revenue Service and most state jurisdictions, and the years 2014 and forward for the Canadian jurisdiction. |
BUSINESS SEGMENT, GEOGRAPHIC AN
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | 17. BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION The Company follows ASC 280 - Segment Reporting in determining its reportable segments. The Company considered the way its management team, most notably its chief operating decision maker, makes operating decisions and assesses performance and considered which components of the Company’s enterprise have discrete financial information available. As the Company makes decisions using a manufactured products vs. distributed products and services group focus, its analysis resulted in two reportable segments: T&D Solutions and Critical Power. The Critical Power reportable segment is the Company’s Titan Energy Systems Inc. business unit. The T&D Solutions reportable segment is an aggregation of all other Company subsidiaries, together with sales and expenses attributable to strategic sales group for its T&D Solutions marketing activities. The T&D Solutions segment is involved in the design, manufacture and distribution of switchgear used primarily by large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides aftermarket field-services primarily to help customers ensure smooth, uninterrupted power to operations during times of emergency. The following tables present information about segment income and loss: For the Year Ended December 31, 2019 2018 Revenues T&D Solutions Switchgear $ 8,985 $ 8,747 $ 8,985 $ 8,747 Critical Power Solutions Equipment 1,416 1,580 Service 10,181 9,800 11,597 11,380 Consolidated $ 20,582 $ 20,127 For the Year Ended December 31, 2019 2018 Depreciation and Amortization T&D Solutions $ 144 $ 318 Critical Power Solutions 162 1,718 Unallocated Corporate Overhead Expenses 48 62 Consolidated $ 354 $ 2,098 For the Year Ended December 31, 2019 2018 Operating Loss T&D Solutions $ (3,143 ) $ (4,093 ) Critical Power Solutions (3,581 ) (1,326 ) Unallocated Corporate Overhead Expenses (5,029 ) (3,706 ) Consolidated $ (11,753 ) $ (9,125 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2019 2018 Assets T&D Solutions $ 6,075 $ 6,024 Critical Power Solutions 4,849 7,745 Corporate 17,147 5,335 Consolidated $ 28,071 $ 19,104 Corporate assets consist primarily of cash and short term investment. Revenues are attributable to countries based on the location of the Company’s customers: For the Year Ended December 31, 2019 2018 Revenues United States $ 20,582 $ 20,127 Total $ 20,582 $ 20,127 Sales to CleanSpark, Verizon and Fluid Technologies accounted for approximately 18%, 13% and 12%, respectively, of the Company’s total sales in 2019. The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: December 31, 2019 2018 Property, plant and equipment United States $ 640 $ 878 Total $ 640 $ 878 |
BASIC AND DILUTED LOSS PER COMM
BASIC AND DILUTED LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings (loss) per share: | |
BASIC AND DILUTED LOSS PER COMMON SHARE | 18. BASIC AND DILUTED LOSS PER COMMON SHARE Basic and diluted loss per common share is calculated based on the weighted average number of shares outstanding during the period. The Company’s employee and director stock option awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): For the Year Ended December 31, 2019 2018 Numerator: Net loss $ (12,037 ) $ (9,309 ) Income from discontinued operations, net of income taxes 10,598 3,645 Net loss $ (1,439 ) $ (5,664 ) Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net income per common share 8,726 8,726 Loss per share: Basic Loss from continuing operations $ (1.38 ) $ (1.07 ) Income from discontinued operations 1.21 0.42 Net loss $ (0.17 ) $ (0.65 ) Diluted Loss from continuing operations $ (1.38 ) $ (1.07 ) Income from discontinued operations 1.21 0.42 Net loss $ (0.17 ) $ (0.65 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS During the quarter ending March 31, 2020, the Company was notified by Verizon that it will not be renewing its contract with the Company for the period of April 1, 2020 through March 31, 2021. During the quarter ending March 31, 2020, the Company received $1.4 million of the insurance proceeds due from the June 2019 flood at the Company’s facility in Reynosa, Mexico. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak at this time, however if the pandemic continues it may have an adverse effect on the Company’s results of operations, financial condition, or liquidity for fiscal year 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made in prior years’ financial statements to conform to the presentation used in the current year. These reclassifications have not resulted in any changes to the previously reported net income for any year. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Significant estimates in these financial statements include allowance for doubtful accounts receivable, inventory provision, useful lives and impairment of long-lived assets, income tax provision, and goodwill impairment. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions. |
Revenue Recognition | Revenue Recognition Revenue is recognized when (1) a , (2) , (3) , (4 . |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold for the T&D Solutions and Critical Power segments primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production facilities and, where appropriate, an allocation of overhead. Cost of goods sold for Critical Power Solutions also includes indirect labor and infrastructure cost related to the provision of field services. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short - The carrying amount reported in the consolidated balance sheet for shares held in CleanSpark, Inc., which are accounted for in accordance with the adoption of ASU 2016-01, of $936 included within short term investment approximates fair value as the asset has a readily determinable market value and as such it is considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 is considered a Level 3 asset due to unobservable inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits and investments with an original maturity at the date of purchase of three months or less. |
Accounts Receivable | Accounts Receivable The Company accounts for trade receivables at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history and current economic conditions. The Company writes off trade receivables when they are deemed uncollectible. The Company records recoveries of trade receivables previously written off when it receives them. Management considers the Company’s allowance for doubtful accounts, which was $77 and $123 as of December 31, 2019 and 2018, respectively, sufficient to cover any exposure to loss in its accounts receivable. |
Long-Lived Assets | Long-Lived Assets Depreciation and amortization for property, plant and equipment, and finite life intangible assets, is computed and included in cost of goods sold and in selling and administrative expense, as appropriate. Long-lived assets, consisting primarily of property, plant and equipment, are stated at cost less accumulated depreciation. Property, plant and equipment are depreciated using the straight line method, based on the estimated useful lives of the assets (buildings – 25 years, machinery and equipment - 5 to 15 years, computer hardware and software - 3 to 5 years, furniture & fixtures 5 to 7 years, leasehold improvements – term of lease). Depreciation commences in the year the assets are ready for their intended use. As a convention, in the initial year an asset is placed in service, the Company takes one half year of depreciation. Finite life intangible assets consist primarily of customer relationships in multiple categories that are specific to the businesses acquired and for which estimated useful lives were determined based on actual historical customer attrition rates. The Company’s other finite life intangible assets consist of non-compete agreements, which have defined terms, certain trademarks which the Company has elected to gradually discontinue, and internally-developed software. These finite life intangible assets are amortized by the Company over periods ranging from four to ten years. Long-lived assets and finite life intangible assets are reviewed for impairment whenever events or circumstances have occurred that indicate the remaining useful life of the asset may warrant revision or that the remaining balance of the asset may not be recoverable. Upon indications of impairment, or in the normal course of annual testing, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The measurement of possible impairment is generally estimated by the ability to recover the balance of an asset group from its expected future operating cash flows on an undiscounted basis. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value thereof. Determining asset groups and underlying cash flows requires the use of significant judgment. |
Goodwill and Indefinite Life Intangible Assets | Goodwill and Indefinite Life Intangible Assets Goodwill was generated through the acquisitions made by the Company between 2010 and 2015. As the total consideration paid exceeded the value of the net assets acquired, the Company recorded goodwill for each of the completed acquisitions. At the date of acquisition, the Company performed a valuation to determine the value of the intangible assets, and the allocation of the purchase price to the assets and liabilities acquired. The goodwill is attributable to synergies and economies of scale provided to us by the acquired entity. The Company tests its goodwill and indefinite-lived intangible asset for impairment at least annually (as of October 1) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of its segments; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill, the indefinite-lived intangible assets and the Company’s consolidated financial results. As described in Note 11, the Company recorded impairment charges of $83 for intangible assets and $3.0 million against goodwill in 2019 and $870, $377 and $103 against technology-related industry accreditation, customer relationships and non-complete agreements, respectively, in 2018. The Company tests its goodwill for impairment at the reporting unit level, which is an operating segment or a segment that is one level below its operating segments. An operating segment is defined by ASC 280-10-50 as a component of an enterprise that earns revenue and incurs expenses, of which discrete financial information is available. The goodwill has been assigned to the reporting unit to which the value relates. Two of the Company’s four reporting units have goodwill. The Company tests goodwill by estimating the fair value of the reporting unit using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis. A quantitative analysis is used to determine an estimated fair value representing the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. The estimated fair value of each reporting unit is derived using a discounted cash flow method based on market and reporting unit-specific assumptions, including estimated future revenues and expenses, weighted average cost of capital, capital expenditures, the useful life over which cash flows will occur and other assumptions which are considered reasonable and inherent in discounted cash flow analysis. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. As of December 31, 2019, the Company has written the value of all of its goodwill and intangible assets to zero because the Company determined they were impaired. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing the provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company believes that the deferred tax asset recorded as of December 31, 2019 and 2018 is realizable through future reversals of existing taxable temporary differences and future taxable income. If the Company was to subsequently determine that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made. The Company will continue to assess the adequacy of the valuation allowance on a quarterly basis. The Company’s tax filings are subject to audit by various taxing authorities. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences or events that have been recognized in the Company’s financial statements or tax returns. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see “Unrecognized Tax Benefits” below). Income tax related interest and penalties are grouped with interest expense on the consolidated statement of operations. |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company accounts for unrecognized tax benefits in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon ultimate settlement with a taxing authority, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Additionally, ASC 740 requires the Company to accrue interest and related penalties, if applicable, on all tax positions for which reserves have been established consistent with jurisdictional tax laws. See Note 16 ‒ Income Taxes. |
Share-Based Payments | Share-Based Payments The Company accounts for share based payments in accordance with the provisions of FASB ASC 718 “Compensation – Stock Compensation” and accordingly recognizes in its financial statements share based payments at their fair value. In addition, it recognizes in the financial statements an expense based on the grant date fair value of stock options granted to employees and directors. The expense is recognized on a straight line basis over the expected option life while taking into account the vesting period and the offsetting credit is recorded in additional paid-in capital. Upon exercise of options, the consideration paid together with the amount previously recorded as additional paid-in capital is recognized as capital stock. The Company estimates its forfeiture rate in order to determine its compensation expense arising from stock based awards. The Company uses the Black-Scholes Merton option pricing model to determine the fair value of the options. Non-employee members of the Board of Directors are deemed to be employees for the purposes of recognizing share-based compensation expense. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using first-in, first-out (FIFO) or weighted-average methods and include the cost of materials, labor and manufacturing overhead. The Company uses estimates in determining the level of reserves required to state inventory at the lower of cost or market. The Company estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory. See Note 8 - Inventories. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is computed by dividing the income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. (See Note 18 ‒ Basic and Diluted Net Loss Per Share). |
Fair Value Measurements | Fair Value Measurements FASB ASC 820 “Fair Value Measurement and Disclosure” applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 820 establishes a framework for measuring fair value in U.S GAAP, and expands disclosure about fair value measurements. ASC 820 enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to ASC 820. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The fair value represents management’s best estimates based on a range of methodologies and assumptions. The carrying value of receivables and payables arising in the ordinary course of business approximate fair value because of the relatively short period of time between their origination and expected realization. The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, notes receivable in connection with the Equity Transaction, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates which are periodically adjusted to market rates. Unless otherwise indicated, the carrying value of these financial instruments approximates their fair market value. The carrying amount reported in the consolidated balance sheet for shares held in CleanSpark, Inc. of $936 included within short term investment approximates fair value as the asset has a readily determinable market value and as such it is considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 is considered a Level 3 asset due to unobservable inputs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s financial statements. Income Taxes. Income Taxes (Topic 740) Leases. Leases (Topic 842) Revenue from Contracts with Customers. May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU 2016-08, Revenue from Contracts with Customers Principals versus Agent Considerations, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing Revenue Recognition Revenue from Contracts with Customers Leases Leases Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Recession of Prior SEC Staff Announcements and Observer Comments, In July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with early adoption to be permitted as of the original effective date of January 1, 2017. Once this standard becomes effective, companies may We completed a review of our various revenue streams within our two reportable segments, T&D Solutions and Critical Power. We have gathered data to quantify the amount of sales by type of revenue stream and categorized the types of sales for our business units for the purpose of comparing how we currently recognize revenue to the new standard in order to quantify the impact of this ASU. We have made policy elections within the amended standard that are consistent with our current accounting. We adopted ASU 2014-09 in our first quarter of 2018 using the modified retrospective approach. We have performed a quantitative assessment of adopting ASU 2014-09 and concluded that there was no material impact to our financial statements other than enhanced disclosures and no changes to the opening retained earnings. Stock Compensation. Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Fair Value Measurement. Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Measurement of Credit Losses on Financial Instrument. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of asets measured at fair value on a recurring basis | The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets that are measured at fair value on a recurring basis: December 31, 2019 Quoted prices Significant Significant Assets Common shares $ 936 $ — $ — Warrants — — 531 |
Schedule of changes in the fair value of warrants | The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the CleanSpark warrants for the year ended December 31, 2019: CleanSpark Balance at December 31, 2018 $ — Issuance of warrants 1,479 Change in fair value (948 ) Balance at December 31, 2019 $ 531 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated by revenue discipline | The following table presents our revenues disaggregated by revenue discipline: For the Year Ended December 31, 2019 2018 Products $ 10,401 $ 10,327 Services 10,181 9,800 Total Revenue $ 20,582 $ 20,127 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | The components of assets and liabilities that are attributable to discontinued operations are as follows (in thousands): December 31, December 31, 2019 2018 Assets of discontinued operations: Accounts receivable - trade, net $ — $ 12,944 Inventories, net — 23,632 Income taxes receivable — 566 Prepaid expenses — 514 Property, plant and equipment, net — 4,406 Right of use asset — 2,124 Deferred income taxes — 134 Intangible assets, net — 3,460 Goodwill — 5,557 Assets of discontinued operations $ — $ 53,337 Liabilities of discontinued operations: Bank overdrafts $ — $ 1,690 Accounts payable and accrued liabilities — 18,894 Income taxes payable — 778 Pension deficit — 148 Other long-term liabilities — 2,187 Liabilities of discontinued operations $ — $ 23,697 The following table presents the discontinued operations of the in the Consolidated Statement of Operations (in thousands): Year Ended December 31, 2019 2018 Revenues $ 46,631 $ 86,263 Costs and Expenses Cost of goods sold 39,915 68,906 Selling, general and administrative 9,207 10,445 Foreign exchange gain (834 ) (337 ) Interest expense 653 1,745 Other expense 41 760 Total costs and expenses 48,982 81,519 Gain on sale of discontinued subsidiaries 13,686 — Income before provision for income taxes 11,335 4,744 Income tax expense 737 1,099 Income from discontinued operations, net of income taxes $ 10,598 $ 3,645 Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows (in thousands): Year Ended December 31, 2019 2018 Depreciation and amortization $ 756 $ 1,207 Capital expenditures 117 432 Write-off of receivables 2,876 — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | The components of inventories are summarized below: December 31, 2019 2018 Raw materials $ 2,309 $ 2,049 Work in process 2,628 1,949 Finished goods 46 46 Provision for excess and obsolete inventory (429 ) (366 ) Total inventories $ 4,554 $ 3,678 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment are summarized below: December 31, 2019 2018 Machinery and equipment $ 1,225 $ 1,219 Furniture and fixtures 205 205 Computer hardware and software 682 682 Leasehold improvements 337 312 2,449 2,418 Less: Accumulated depreciation (1,809 ) (1,540 ) Total property, plant and equipment, net $ 640 $ 878 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Schedule of other assets | Other assets are summarized below: December 31, 2019 2018 Right of use assets $ 1,806 $ 2,207 Notes receivable, net 5,096 865 CleanSpark warrants 531 — Deposits 32 26 Other assets $ 7,465 $ 3,098 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill by reportable segment | Changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2019 and 2018 are as follows: Critical Total Gross Goodwill: Balance as of January 1, 2018 $ 2,969 $ 2,969 No activity — — Balance as of December 31, 2018 $ 2,969 $ 2,969 Accumulated impairment losses: Balance as of January 1, 2018 $ — $ — Impairment charges — — Balance as of December 31, 2018 $ — $ — Net Goodwill $ 2,969 $ 2,969 Gross Goodwill: Balance as of January 1, 2019 $ 2,969 $ 2,969 No activity — — Balance as of December 31, 2019 $ 2,969 $ 2,969 Accumulated impairment losses: Balance as of January 1, 2019 $ — $ — Impairment charges (2,969 ) (2,969 ) Balance as of December 31, 2019 $ (2,969 ) $ (2,969 ) Net Goodwill $ — $ — |
Schedule of changes in intangible asset balances | Changes in intangible asset balances for the years ended December 31, 2019 and 2018 consisted of the following: Critical Power Total Solutions Intangible Segment Assets Balance as of January 1, 2018 $ 1,245 $ 1,245 Amortization (1,121 ) (1,121 ) Foreign currency translation — — Balance as of December 31, 2018 $ 124 $ 124 Amortization (41 ) (41 ) Impairment charges (83 ) (83 ) Foreign currency translation — — Balance as of December 31, 2019 $ — $ — |
Schedule of components of intangible assets | The components of intangible assets at December 31, 2019 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Impairment Charges Foreign Currency Translation Net Book Value Internally developed software 7 289 (206 ) (83 ) — — Total intangible assets $ 289 $ (206 ) $ (83 ) $ — $ — (a) During 2019, The components of intangible assets at December 31, 2018 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Impairment Charges Foreign Currency Translation Net Book Value Customer relationships 7 (b) $ 7,202 $ (6,175 ) $ (377 ) $ — $ 650 Non-compete agreements 4 (b) 705 (587 ) (103 ) — 15 Trademarks Indefinite 1,816 — — — 1,816 Internally developed software 7 289 (165 ) — — 124 Developed technology 10 492 (197 ) — — 295 Technology-related industry accreditations Indefinite (b) 1,576 — (870 ) (22 ) 684 Total intangible assets $ 12,080 $ (7,124 ) $ (1,350 ) $ (22 ) $ 3,584 (b) During 2018, |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of component of lease expense | The components of the lease expense were as follows: For the Year Ended December 31, 2019 2018 Operating lease cost $ 677 $ 592 Finance lease cost Amortization of right-of-use asset $ 284 $ 187 Interest on lease liabilities 53 40 Total finance lease cost $ 337 $ 227 |
Schedule of other information related to leases | Other information related to leases was as follows: Supplemental Cash Flows Information December 31, 2019 2018 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 664 $ 598 Operating cash flows from finance leases 53 40 Financing cash flows from finance leases 281 170 Right-of-use assets obtained in exchange for lease obligations: Operating leases 599 515 Finance leases 62 54 Weighted Average Remaining Lease Term December 31, 2019 2018 Operating leases 2 years 3 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2019 2018 Operating leases 5.50 % 5.50 % Finance leases 6.90 % 6.50 % |
Schedule of future minimum lease payments | Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows: Operating Finance Leases Leases 2020 677 281 2021 401 330 2022 91 140 2023 — 124 Total future minmum lease payments 1,169 875 Less imputed interest (62 ) (93 ) Total future minmum lease payments $ 1,107 $ 782 |
Schedule of reported amounts of lease liabilities | Reported as of December 31, 2019: Operating Finance Leases Leases Accounts payable and accrued liabilities $ 632 $ 236 Other long-term liabilities 475 546 Total $ 1,107 $ 782 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option grants assumptions used in valuation model | The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2019 2018 Expected volatility — 29 % Expected life in years — 5.5 Risk-free interest rate — 3 % Dividend yield — 0 % |
Schedule of stock option activity under the 2011 Long-Term Incentive Plan | A summary of stock option activity for the years ended December 31, 2019 and 2018, and changes during the years then ended is presented below: Stock Weighted average Weighted Aggregate Outstanding as of January 1, 2018 435,800 $ 8.35 7.50 $ 216 Granted 7,000 5.60 — — Exercised — — Forfeited (18,000 ) 8.54 — Outstanding as of January 1, 2019 424,800 $ 8.30 6.50 $ 22 Granted — — Exercised — — Forfeited (45,000 ) 14.75 Outstanding as of December 31, 2019 379,800 $ 7.54 6.10 $ — Exercisable as of December 31, 2019 376,467 $ 7.54 6.10 $ — |
Schedule of weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised | A summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shown below: Year Ended December 31, 2019 2018 Weighted-average fair value of options granted (per share) $ — $ 1.81 Intrinsic value gain of options exercised — — Cash receipts from exercise of options — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before taxes | The components of loss before income taxes are summarized below: Year Ended December 31, 2019 2018 Loss before income taxes U.S. operations $ (10,759 ) $ (10,105 ) Loss before income taxes $ (10,759 ) $ (10,105 ) |
Schedule of components of the income tax provision | The components of the income tax provision were as follows : Year Ended December 31, 2019 2018 Current Federal $ — $ — State 31 58 Deferred 1,247 (854 ) Total income tax provision $ 1,278 $ (796 ) |
Schedule of the reconciliation from the statutory U.S. income tax rate and the effective income tax rate | A reconciliation from the statutory U.S. income tax rate and the Company's effective income tax rate, as computed on loss before taxes, is as follows: Year Ended Decmber 31, 2019 2018 Federal Income tax at statutory rate $ (2,259 ) $ (2,123 ) State and local income tax, net (452 ) (424 ) Other permanent items 54 (110 ) Valuation allowance 3,859 1,568 True-up and other 76 293 Total $ 1,278 $ (796 ) |
Schedule of deferred income tax asset | The net deferred income tax asset was comprised of the following: December 31, 2019 2018 Noncurrent deferred income taxes Total assets $ 844 $ 2,837 Total liabilities (844 ) (1,592 ) Net noncurrent deferred income tax asset — 1,245 Net deferred income tax asset $ — $ 1,245 |
Schedule of deferred income tax assets and liabilities | The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows: December 31, 2019 2018 Deferred tax assets U.S. net operating loss carry forward $ — $ 662 Non-deductible reserves 1,785 1,628 Tax credits 4,631 4,631 Intangibles 2,189 1,634 Other — 442 Valuation allowance (7,761 ) (6,160 ) Net deferred tax assets 844 2,837 Deferred tax liabilities Fixed assets (64 ) (313 ) Intangibles — (723 ) Other (780 ) (556 ) Net deferred tax liabilities (844 ) (1,592 ) Deferred asset, net $ — $ 1,245 |
Schedule of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows: Uncertain Tax Position Balance as of January 1, 2018 $ 218 Increases due to changes in foreign exchange 224 Balance as of December 31, 2018 $ 442 Decreases related to tax returns becoming statuted barred during the year — Balance as of December 31, 2019 $ 442 |
BUSINESS SEGMENT, GEOGRAPHIC _2
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of information about segment income and loss and segment assets | The following tables present information about segment income and loss: For the Year Ended December 31, 2019 2018 Revenues T&D Solutions Switchgear $ 8,985 $ 8,747 $ 8,985 $ 8,747 Critical Power Solutions Equipment 1,416 1,580 Service 10,181 9,800 11,597 11,380 Consolidated $ 20,582 $ 20,127 For the Year Ended December 31, 2019 2018 Depreciation and Amortization T&D Solutions $ 144 $ 318 Critical Power Solutions 162 1,718 Unallocated Corporate Overhead Expenses 48 62 Consolidated $ 354 $ 2,098 For the Year Ended December 31, 2019 2018 Operating Loss T&D Solutions $ (3,143 ) $ (4,093 ) Critical Power Solutions (3,581 ) (1,326 ) Unallocated Corporate Overhead Expenses (5,029 ) (3,706 ) Consolidated $ (11,753 ) $ (9,125 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2019 2018 Assets T&D Solutions $ 6,075 $ 6,024 Critical Power Solutions 4,849 7,745 Corporate 17,147 5,335 Consolidated $ 28,071 $ 19,104 |
Schedule of revenues attributable to countries | Revenues are attributable to countries based on the location of the Company’s customers: For the Year Ended December 31, 2019 2018 Revenues United States $ 20,582 $ 20,127 Total $ 20,582 $ 20,127 |
Schedule of property, plant and equipment by geographic location | The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: December 31, 2019 2018 Property, plant and equipment United States $ 640 $ 878 Total $ 640 $ 878 |
BASIC AND DILUTED LOSS PER CO_2
BASIC AND DILUTED LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings (loss) per share: | |
Schedule of computation of basic and diluted loss per share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): For the Year Ended December 31, 2019 2018 Numerator: Net loss $ (12,037 ) $ (9,309 ) Income from discontinued operations, net of income taxes 10,598 3,645 Net loss $ (1,439 ) $ (5,664 ) Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net income per common share 8,726 8,726 Loss per share: Basic Loss from continuing operations $ (1.38 ) $ (1.07 ) Income from discontinued operations 1.21 0.42 Net loss $ (0.17 ) $ (0.65 ) Diluted Loss from continuing operations $ (1.38 ) $ (1.07 ) Income from discontinued operations 1.21 0.42 Net loss $ (0.17 ) $ (0.65 ) |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 31, 2019USD ($) | Jun. 28, 2019USD ($) | Sep. 24, 2013USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) |
Number of reportable segments | Segment | 2 | ||||||
Cash and cash equivalents | $ 8,213 | $ 8,213 | $ 8,213 | $ 211 | |||
Working capital | 10,100 | 10,100 | 10,100 | ||||
Carrying value of note | 5,096 | 5,096 | 5,096 | $ 865 | |||
Gain on sale of discontinued subsidiaries | 13,686 | ||||||
Declared dividend unpaid | $ 12,000 | ||||||
Myers Power Products, Inc. Modified Preliminary Injunction [Member] | Bond [Member] | |||||||
Damages sought | 12,000 | ||||||
Transformer Business Units [Member] | |||||||
Purchase price of divestiture | $ 68,000 | ||||||
Net consideration from divestiture | 45,200 | ||||||
Gain on sale of discontinued subsidiaries | 13,700 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | |||||||
Principal amount | 7,500 | ||||||
Cash payment for promissory note | 1,700 | ||||||
Revaluation of note | 651 | ||||||
Carrying value of note | 5,100 | 5,100 | 5,100 | ||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | |||||||
Principal amount | $ 3,300 | 5,000 | $ 3,300 | $ 3,300 | |||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member] | |||||||
Principal amount | $ 2,500 | ||||||
IPO [Member] | |||||||
Issuance of common stock | $ 7,900 | ||||||
Issuance of common stock (in shares) | shares | 1,265,000 | ||||||
Share price | $ / shares | $ 7 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 77 | $ 123 |
Number of reporting units with goodwill | Number | 2 | |
Aggregate number of reporting units | Number | 4 | |
Impairment of goodwill | $ 2,969 | |
Impairment charges | 83 | 1,350 |
Short term investments | 936 | |
Warrants | 531 | |
Fair Value Inputs Level 1 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Short term investments | 936 | |
Fair Value Inputs Level 3 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants | 531 | |
CleanSpark [Member] | Fair Value Inputs Level 1 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Short term investments | 936 | |
CleanSpark [Member] | Fair Value Inputs Level 3 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants | $ 531 | |
Technology Related Industry [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges | 870 | |
Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges | 377 | |
Noncompete Agreements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges | $ 103 | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Computer Hardware And Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer Hardware And Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years |
DIVESTITURES (Details Narrative
DIVESTITURES (Details Narrative) $ / shares in Units, $ in Thousands | Jan. 22, 2019$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018$ / shares | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Gain on deconsolidation | $ | $ 4,207 | |||||
PCPI [Member] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Gain on deconsolidation | $ | $ 4,200 | |||||
Noncompete Agreement [Member] | ||||||
Non-compete agreement term | [1] | 4 years | ||||
CleanSpark [Member] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Stock split ratio | 10 | |||||
Fair value of investment | $ | $ 1,400 | $ 1,400 | ||||
Unrealized gain (loss) on investment | $ | $ (2,800) | |||||
CleanSpark [Member] | Contract Manufacturing Agreement [Member] | ||||||
Manufacturing agreement, target percentage of customer price | 91.00% | |||||
Manufacturing agreement, maximum percentage of Company's cost | 109.00% | |||||
Manufacturing agreement term | 18 months | |||||
CleanSpark [Member] | Common Stock [Member] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Number of shares converted | shares | 175,000 | |||||
Stock split ratio | 10 | |||||
CleanSpark [Member] | Noncompete Agreement [Member] | ||||||
Non-compete agreement term | 4 years | |||||
CleanSpark [Member] | Warrant 1 [Member] | ||||||
Warrant term | 5 years | |||||
Number of shares called by warrant | shares | 50,000 | |||||
Warrant exercise price | $ 16 | |||||
CleanSpark [Member] | Warrant 2 [Member] | ||||||
Warrant term | 5 years | |||||
Number of shares called by warrant | shares | 50,000 | |||||
Warrant exercise price | $ 20 | |||||
[1] | During 2018, the Company recorded impairment charges to customer relationships, non-compete agreements and technology-related industry accreditations intangible assets of the switchgear business upon determining that the carrying value of these assets was not recoverable. |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Assets | |
Common shares | $ 936 |
Warrants | 531 |
Fair Value Inputs Level 1 [Member] | |
Assets | |
Common shares | 936 |
Fair Value Inputs Level 3 [Member] | |
Assets | |
Warrants | $ 531 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - CleanSpark Warrants [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | |
Issuance of warrants | 1,479 |
Change in fair value | (948) |
Balance at December 31, 2019 | $ 531 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019$ / sharesyrshares | Jan. 22, 2019$ / sharesshares | Dec. 31, 2018$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock par value | $ 0.001 | $ 0.001 | |
CleanSpark [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of common shares entitled to receive | shares | 175,000 | ||
Common stock par value | $ 0.001 | ||
Stock split ratio | 10 | ||
Warrant 1 [Member] | CleanSpark [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise period of warrants | 5 years | ||
Number of common shares called by warrants | shares | 50,000 | ||
Exercise price of warrants | $ 16 | ||
Warrant 2 [Member] | CleanSpark [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise period of warrants | 5 years | ||
Number of common shares called by warrants | shares | 50,000 | ||
Exercise price of warrants | $ 20 | ||
CleanSpark Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | 2.82 | ||
CleanSpark Warrants [Member] | Risk-Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | 0.0166 | ||
CleanSpark Warrants [Member] | Common Stock Fair Value [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | 5.40 | ||
CleanSpark Warrants [Member] | Expected Life [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | yr | 4.07 | ||
CleanSpark Warrants [Member] | Warrant 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise period of warrants | 5 years | ||
Number of common shares called by warrants | shares | 50,000 | ||
Exercise price of warrants | $ 16 | ||
CleanSpark Warrants [Member] | Warrant 1 [Member] | Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | 16 | ||
CleanSpark Warrants [Member] | Warrant 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise period of warrants | 5 years | ||
Number of common shares called by warrants | shares | 50,000 | ||
Exercise price of warrants | $ 20 | ||
CleanSpark Warrants [Member] | Warrant 2 [Member] | Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant fair value measurement input | 20 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenue | $ 20,582 | $ 20,127 |
Products [Member] | ||
Total Revenue | 10,401 | 10,327 |
Services [Member] | ||
Total Revenue | $ 10,181 | $ 9,800 |
OTHER EXPENSE (Details Narrativ
OTHER EXPENSE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other expense | $ 2,817 | $ 64 |
CleanSpark [Member] | ||
Unrealized gain (loss) | $ (2,800) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Assets of discontinued operations: | |
Accounts receivable - trade, net | $ 12,944 |
Inventories, net | 23,632 |
Income taxes receivable | 566 |
Prepaid expenses | 514 |
Property, plant and equipment, net | 4,406 |
Right of use asset | 2,124 |
Deferred income taxes | 134 |
Intangible assets, net | 3,460 |
Goodwill | 5,557 |
Assets of discontinued operations | 53,337 |
Liabilities of discontinued operations: | |
Bank overdrafts | 1,690 |
Accounts payable and accrued liabilities | 18,894 |
Income taxes payable | 778 |
Pension deficit | 148 |
Other long-term liabilities | 2,187 |
Liabilities of discontinued operations | $ 23,697 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 46,631 | $ 86,263 |
Costs and Expenses | ||
Cost of goods sold | 39,915 | 68,906 |
Selling, general and administrative | 9,207 | 10,445 |
Foreign exchange gain | (834) | (337) |
Interest expense | 653 | 1,745 |
Other expense | 41 | 760 |
Total costs and expenses | 48,982 | 81,519 |
Gain on sale of discontinued subsidiaries | 13,686 | |
Income before provision for income taxes | 11,335 | 4,744 |
Income tax expense | 737 | 1,099 |
Income from discontinued operations, net of income taxes | $ 10,598 | $ 3,645 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Depreciation and amortization | $ 756 | $ 1,207 |
Capital expenditures | 117 | $ 432 |
Write-off of receivables | $ 2,876 |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands | Aug. 16, 2019 | Mar. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Jun. 28, 2019 | Dec. 31, 2018 |
Cash purchase price | $ 39,923 | ||||||
Gain on sale of discontinued subsidiaries | 13,686 | ||||||
Carrying value of note | $ 5,096 | 5,096 | $ 865 | ||||
Insurance receivable | 1,800 | 1,800 | |||||
Discontinued Operations [Member] | |||||||
Reserve for receivable | 2,300 | 2,300 | |||||
Reynosa Facility Flood [Member] | |||||||
Insurance proceeds | $ 2,400 | ||||||
Insurance proceeds received | 600 | ||||||
Reynosa Facility Flood [Member] | Subsequent Event [Member] | |||||||
Insurance proceeds received | $ 1,400 | ||||||
Reynosa Facility Flood [Member] | Discontinued Operations [Member] | |||||||
Net loss on inventory damaged | 782 | ||||||
Reynosa Facility Flood [Member] | Continuing Operations [Member] | |||||||
Insurance receivable | $ 1,800 | 1,800 | |||||
Transformer Business Units [Member] | |||||||
Cash purchase price | $ 60,500 | 45,200 | |||||
Gain on sale of discontinued subsidiaries | $ 13,700 | ||||||
Maximum amount Indemnifiable losses set-off | 5,000 | ||||||
Indemnification obligation true deductible | 330 | ||||||
Indemnification obligation cap | 330 | ||||||
Indemnification obligation per-claim threshold amount | 50 | ||||||
Indemnification obligation of Interim Breaches cap amount | 3,300 | ||||||
Indemnification obligation of legal matters true deductible | 150 | ||||||
Indemnification obligation of legal matters cap amount | 3,300 | ||||||
Indemnification obligation of buyer deductible | 330 | ||||||
Indemnification obligation of buyer cap | $ 3,300 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | |||||||
Principal amount | $ 7,500 | ||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||
Maturity date | Dec. 31, 2022 | ||||||
Revaluation of note | $ 651 | ||||||
Carrying value of note | $ 5,100 | 5,100 | |||||
Cash payment for promissory note | 1,700 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | |||||||
Principal amount | $ 3,300 | $ 3,300 | $ 5,000 | ||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member] | |||||||
Principal amount | $ 2,500 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,309 | $ 2,049 |
Work in process | 2,628 | 1,949 |
Finished goods | 46 | 46 |
Provision for excess and obsolete inventory | (429) | (366) |
Total inventories | $ 4,554 | $ 3,678 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Goods in transit | $ 0 | $ 120 |
Net realizable value reserve | $ 418 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,449 | $ 2,418 |
Less: Accumulated depreciation | (1,809) | (1,540) |
Total property, plant and equipment, net | 640 | 878 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,225 | 1,219 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 205 | 205 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 682 | 682 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 337 | $ 312 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 269 | $ 352 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
Right of use assets | $ 1,806 | $ 2,207 |
Notes receivable, net | 5,096 | 865 |
CleanSpark warrants | 531 | |
Deposits | 32 | 26 |
Other assets | $ 7,465 | $ 3,098 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Jun. 28, 2019 | Dec. 31, 2018 | Jan. 31, 2012 | Dec. 31, 2011 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Right of use assets | $ 1,806 | $ 1,806 | $ 2,207 | |||
Carrying value of note | 5,096 | 5,096 | $ 865 | |||
Write-off of notes receivable | 600 | |||||
Subordinated Promissory Notes [Member] | Stock Purchase Agreement [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Carrying value of note | 5,100 | 5,100 | ||||
Cash payment for promissory note | 1,700 | |||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 7,500 | |||||
Carrying value of note | $ 5,100 | $ 5,100 | ||||
Interest rate | 4.00% | 4.00% | 4.00% | |||
Cash payment for promissory note | $ 1,700 | |||||
Revaluation of note | $ 651 | |||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 3,300 | 3,300 | $ 5,000 | |||
Notes Receivable - Developer [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 300 | $ 300 | ||||
Interest rate | 4.50% | 4.50% | ||||
Write-off of notes receivable | $ 600 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gross Goodwill: | ||
Balance, beginning | $ 2,969 | $ 2,969 |
No activity | ||
Balance, ending | 2,969 | 2,969 |
Accumulated impairment losses: | ||
Impairment charges | (2,969) | |
Balance, ending | (2,969) | |
Net Goodwill | 2,969 | |
Critical Power Segment [Member] | ||
Gross Goodwill: | ||
Balance, beginning | 2,969 | 2,969 |
No activity | ||
Balance, ending | 2,969 | 2,969 |
Accumulated impairment losses: | ||
Impairment charges | (2,969) | |
Balance, ending | $ (2,969) | |
Net Goodwill | $ 2,969 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, beginning balance | $ 124 | |
Amortization | (150) | $ (1,460) |
Impairment charges | (83) | (1,350) |
Intangible assets, ending balance | 124 | |
Intangible Assets [Member] | ||
Intangible assets, beginning balance | 124 | 1,245 |
Amortization | (41) | (1,121) |
Impairment charges | (83) | |
Intangible assets, ending balance | 124 | |
Critical Power Segment [Member] | ||
Intangible assets, beginning balance | 124 | 1,245 |
Amortization | (41) | (1,121) |
Impairment charges | $ (83) | |
Intangible assets, ending balance | $ 124 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Gross carrying amount | $ 289 | $ 12,080 | |
Accumulated amortization | (206) | (7,124) | |
Impairment charges | $ (83) | (1,350) | |
Foreign currency translation | (22) | ||
Intangible assets, net | 124 | ||
Technology Related Industry Accreditations [Member] | |||
Gross carrying amount | 1,576 | ||
Impairment charges | (870) | ||
Foreign currency translation | (22) | ||
Intangible assets, net | $ 684 | ||
Internally Developed Software [Member] | |||
Weighted average amortization years | 7 years | 7 years | |
Gross carrying amount | $ 289 | $ 289 | |
Accumulated amortization | (206) | (165) | |
Impairment charges | $ (83) | ||
Intangible assets, net | $ 124 | ||
Customer Relationships [Member] | |||
Weighted average amortization years | [1] | 7 years | |
Gross carrying amount | $ 7,202 | ||
Accumulated amortization | (6,175) | ||
Impairment charges | (377) | ||
Intangible assets, net | $ 650 | ||
Noncompete Agreements [Member] | |||
Weighted average amortization years | [1] | 4 years | |
Gross carrying amount | $ 705 | ||
Accumulated amortization | (587) | ||
Impairment charges | (103) | ||
Intangible assets, net | 15 | ||
Trademarks [Member] | |||
Gross carrying amount | 1,816 | ||
Intangible assets, net | $ 1,816 | ||
Developed Technology [Member] | |||
Weighted average amortization years | 10 years | ||
Gross carrying amount | $ 492 | ||
Accumulated amortization | (197) | ||
Intangible assets, net | $ 295 | ||
[1] | During 2018, the Company recorded impairment charges to customer relationships, non-compete agreements and technology-related industry accreditations intangible assets of the switchgear business upon determining that the carrying value of these assets was not recoverable. |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Impairment charges | $ 83 | $ 1,350 |
Impairment charge for goodwill | 2,969 | |
Critical Power Segment [Member] | ||
Impairment charges | 83 | |
Impairment charge for goodwill | 2,969 | |
Technology Related Industry [Member] | ||
Impairment charges | 870 | |
Customer Relationships [Member] | ||
Impairment charges | 377 | |
Non Complete Agreements [Member] | ||
Impairment charges | $ 103 | |
Internally Developed Software [Member] | ||
Impairment charges | 83 | |
Internally Developed Software [Member] | Critical Power Segment [Member] | ||
Impairment charges | $ 83 |
DEBT (Details Narrative)
DEBT (Details Narrative) $ in Thousands, $ in Thousands | Mar. 15, 2017USD ($) | Mar. 15, 2017CAD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2016CAD ($) |
Canadian Credit Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 6,300 | |||
Canadian Credit Facilities C [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | 712 | |||
U.S. Credit Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 20,100 | 19,100 | ||
U.S. Credit Facilities A [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 15,000 | 14,000 | ||
U.S. Credit Facilities B [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | 5,000 | |||
U.S. Credit Facility - MasterCard [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 100 | |||
Canada, Dollars | Canadian Credit Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 9,200 | $ 8,200 | ||
Canada, Dollars | Canadian Credit Facilities A [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 8,000 | 7,000 | ||
Canada, Dollars | Canadian Credit Facilities B [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum credit facilities amount to borrow | $ 471 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 677 | $ 592 |
Finance lease cost | ||
Amortization of right-of-use asset | 284 | 187 |
Interest on lease liabilities | 53 | 40 |
Total finance lease cost | $ 337 | $ 227 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 664 | $ 598 |
Operating cash flows from finance leases | 53 | 40 |
Financing cash flows from finance leases | 635 | 414 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 599 | 515 |
Finance leases | $ 62 | $ 54 |
Operating leases (in years) | 2 years | 3 years |
Finance leases (in years) | 2 years | 2 years |
Operating leases (in percent) | 5.50% | 5.50% |
Finance leases (in percent) | 6.90% | 6.50% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 677 |
2021 | 401 |
2022 | 91 |
Total future minmum lease payments | 1,169 |
Less imputed interest | (62) |
Total future minmum lease payments | 1,107 |
Finance Leases | |
2020 | 281 |
2021 | 330 |
2022 | 140 |
2023 | 124 |
Total future minmum lease payments | 875 |
Less imputed interest | (93) |
Total future minmum lease payments | $ 782 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | $ 1,107 |
Finance Leases | 782 |
Accounts Payable and Accrued Liabilities [Member] | |
Operating Leases | 632 |
Finance Leases | 236 |
Other Long-Term Liabilities [Member] | |
Operating Leases | 475 |
Finance Leases | $ 546 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 16, 2019 | Jan. 11, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Lease extended term (in years) | 10 years | ||||
Assets under finance leases | $ 1,253 | $ 1,253 | $ 864 | ||
Accumulated amortization associated with finance leases | 571 | 571 | $ 343 | ||
Myers Power Products, Inc. Modified Preliminary Injunction [Member] | Bond [Member] | |||||
Damages sought | $ 12,000 | ||||
Myers Power Products, Inc. [Member] | |||||
Litigation expense | $ 1,200 | ||||
Minimum [Member] | |||||
Remaining lease term (in years) | 1 year | ||||
Minimum [Member] | Myers Power Products, Inc. Ex Parte Application [Member] | Bond [Member] | |||||
Damages sought | $ 20 | ||||
Minimum [Member] | Myers Power Products, Inc. v. Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, Corp., et al. [Member] | |||||
Damages sought | $ 25 | ||||
Maximum [Member] | |||||
Remaining lease term (in years) | 7 years |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' equity | |||
Common stock, outstanding shares | 8,726,045 | 8,726,045 | 8,726,045 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Expected volatility | 29.00% |
Expected life in years | 5 years 6 months |
Risk-free interest rate | 3.00% |
Dividend yield | 0.00% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock options | ||
Outstanding at beginning of period | 424,800 | 435,800 |
Granted | 7,000 | |
Forfeited | (45,000) | (18,000) |
Outstanding at end of period | 379,800 | 424,800 |
Exercisable at end of period | 376,467 | |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 8.30 | $ 8.35 |
Granted | 5.60 | |
Forfeited | 14.75 | 8.54 |
Outstanding at end of period | 7.54 | $ 8.30 |
Exercisable at end of period | $ 7.54 | |
Weighted average remaining contractual term | ||
Outstanding at beginning of period | 6 years 6 months | 7 years 6 months |
Outstanding at end of period | 6 years 1 month 6 days | 6 years 6 months |
Aggregate intrinsic value | ||
Outstanding at beginning of period | $ 22 | $ 216 |
Outstanding at end of period | $ 22 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-average fair value of options granted (per share) | $ 1.81 | |
Intrinsic value gain of options exercised | ||
Cash receipts from exercise of options |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 02, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options granted | 379,800 | 424,800 | 435,800 | |
Stock-based compensation expense | $ 12 | $ 165 | ||
Remaining recognized stock-based compensation expense | $ 2 | |||
2011 Long-Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved | 700,000 | |||
Common stock reserved for future issuance | 293,867 | |||
2009 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance | 320,000 | |||
Incentive Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options granted | 21,000 | |||
Non Qualified Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options granted | 358,800 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss before income taxes | ||
U.S. operations | $ (10,759) | $ (10,105) |
Loss before income taxes | $ (10,759) | $ (10,105) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Federal | ||
State | 31 | $ 58 |
Deferred | 1,247 | (854) |
Total | $ 1,278 | $ (796) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation from the statutory U.S. income tax rate and the Company's effective income tax rate: | ||
Federal Income tax at statutory rate | $ (2,259) | $ (2,123) |
State and local income tax, net | (452) | (424) |
Other permanent items | 54 | (110) |
Valuation allowance | 3,859 | 1,568 |
True-up and other | 76 | 293 |
Total | $ 1,278 | $ (796) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total assets | $ 844 | $ 2,837 |
Total liabilities | $ (844) | (1,592) |
Net noncurrent deferred income tax asset | 1,245 | |
Net deferred income tax asset | $ 1,245 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
U.S. net operating loss carry forward | $ 662 | |
Non-deductible reserves | $ 1,785 | 1,628 |
Tax credits | 4,631 | 4,631 |
Intangibles | 2,189 | 1,634 |
Other | 442 | |
Valuation allowance | (7,761) | (6,160) |
Net deferred tax assets | 844 | 2,837 |
Deferred tax liabilities | ||
Fixed assets | (64) | (313) |
Intangibles | (723) | |
Other | (780) | (556) |
Net deferred tax liabilities | $ (844) | (1,592) |
Deferred asset, net | $ 1,245 |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Unrecognized Tax Benefits, beginning | $ 442 | $ 218 |
Decreases related to tax returns becoming statuted barred during the year | ||
Increases due to changes in foreign exchange | 224 | |
Unrecognized Tax Benefits, ending | $ 442 | $ 442 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective tax rate | (11.90%) | 7.90% |
Research and Development Tax Credit Carryforward [Member] | ||
Tax credits carryforwards | $ 39 | |
Foreign Tax Credit Carryforward [Member] | ||
Tax credits carryforwards | $ 4,600 |
BUSINESS SEGMENT, GEOGRAPHIC _3
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 20,582 | $ 20,127 |
Depreciation and Amortization | 354 | 2,098 |
Operating Loss | (11,753) | (9,125) |
Assets | 28,119 | 72,512 |
Operating Segments [Member] | T&D Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,985 | 8,747 |
Depreciation and Amortization | 144 | 318 |
Operating Loss | (3,143) | (4,093) |
Assets | 6,075 | 6,024 |
Operating Segments [Member] | T&D Solutions [Member] | Switchgear [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,985 | 8,747 |
Operating Segments [Member] | Critical Power Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 11,597 | 11,380 |
Depreciation and Amortization | 162 | 1,718 |
Operating Loss | (3,581) | (1,326) |
Assets | 4,849 | 7,745 |
Operating Segments [Member] | Critical Power Segment [Member] | Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,416 | 1,580 |
Operating Segments [Member] | Critical Power Segment [Member] | Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 10,181 | 9,800 |
Operating Segments [Member] | Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 17,147 | 5,335 |
Unallocated Corporate Overhead Expenses [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation and Amortization | 48 | 62 |
Operating Loss | $ (5,029) | $ (3,706) |
BUSINESS SEGMENT, GEOGRAPHIC _4
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 20,582 | $ 20,127 |
United States [Member] | ||
Revenues | $ 20,582 | $ 20,127 |
BUSINESS SEGMENT, GEOGRAPHIC _5
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment | $ 640 | $ 878 |
United States [Member] | ||
Property, plant and equipment | $ 640 | $ 878 |
BUSINESS SEGMENT, GEOGRAPHIC _6
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2019Segment | |
Number of reportable segments | 2 |
CleanSpark [Member] | |
Sales (percent) | 18.00% |
Verizon [Member] | |
Sales (percent) | 13.00% |
Fluid Technologies [Member] | |
Sales (percent) | 12.00% |
BASIC AND DILUTED LOSS PER CO_3
BASIC AND DILUTED LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net loss | $ (12,037) | $ (9,309) |
Income from discontinued operations, net of income taxes | 10,598 | 3,645 |
Net loss | $ (1,439) | $ (5,664) |
Denominator: | ||
Weighted average basic shares outstanding | 8,726 | 8,726 |
Denominator for diluted net income per common share | 8,726 | 8,726 |
Basic | ||
Loss from continuing operations (in dollars per share) | $ (1.38) | $ (1.07) |
Income from discontinued operations (in dollars per share) | 1.21 | 0.42 |
Net loss basic (in dollars per share) | (0.17) | (0.65) |
Diluted | ||
Loss from continuing operations (in dollars per share) | (1.38) | (1.07) |
Income from discontinued operations (in dollars per share) | 1.21 | 0.42 |
Net loss diluted (in dollars per share) | $ (0.17) | $ (0.65) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Thousands | Mar. 31, 2020USD ($) |
Subsequent Event [Member] | |
Insurance proceeds received | $ 1,400 |