Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | PIONEER POWER SOLUTIONS, INC. | ||
Entity Central Index Key | 0001449792 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,100,000 | ||
Entity Common Stock, Shares Outstanding | 8,726,045 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 19,490 | $ 20,582 |
Cost of goods sold | ||
Cost of goods sold | 18,063 | 19,417 |
Write down of inventory | 546 | |
Total cost of goods sold | 18,609 | 19,417 |
Gross profit | 881 | 1,165 |
Operating expenses | ||
Selling, general and administrative | 5,165 | 12,918 |
Total operating expenses | 5,165 | 12,918 |
Loss from continuing operations | (4,284) | (11,753) |
Interest (income) expense | (334) | 396 |
Gain on sale of subsidiaries | 4,207 | |
Other (income) expense | (969) | 2,817 |
Loss before taxes | (2,981) | (10,759) |
Income tax expense | 5 | 1,278 |
Net loss from continuing operations | (2,986) | (12,037) |
Discontinued operations (Note 8) | ||
Loss from operations of discontinued business units | (2,351) | |
Gain on sale of discontinued subsidiaries | 13,686 | |
Income tax expense | 330 | |
Income from discontinued operations, net of income taxes | 11,005 | |
Net loss | $ (2,986) | $ (1,032) |
Basic | ||
Loss from continuing operations (in dollars per share) | $ (0.34) | $ (1.38) |
Income from discontinued operations (in dollars per share) | 1.26 | |
Net loss (in dollars per share) | (0.34) | (0.12) |
Diluted | ||
Loss from continuing operations (in dollars per share) | (0.34) | (1.38) |
Income from discontinued operations (in dollars per share) | 1.26 | |
Net loss (in dollars per share) | $ (0.34) | $ (0.12) |
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 (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net loss | $ (2,986) | $ (1,032) |
Other comprehensive income | ||
Foreign currency translation adjustments | 4,766 | |
Amortization of net prior service costs and net actuarial losses, net of tax | 1,145 | |
Other comprehensive income | 5,911 | |
Comprehensive (loss) income | $ (2,986) | $ 4,879 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 7,567 | $ 8,213 |
Short term investments | 936 | |
Accounts receivable, net | 2,587 | 3,716 |
Insurance receivable | 95 | 1,800 |
Inventories, net | 2,403 | 4,554 |
Income taxes receivable | 407 | 360 |
Prepaid expenses and other current assets | 897 | 795 |
Total current assets | 13,956 | 20,374 |
Property, plant and equipment, net | 433 | 640 |
Other assets | 6,898 | 7,465 |
Total assets | 21,287 | 28,479 |
Current liabilities | ||
Bank overdrafts | 374 | |
Accounts payable and accrued liabilities | 4,027 | 7,533 |
Deferred revenue | 714 | 1,441 |
Current maturities of long-term debt | 780 | |
Income taxes payable | 17 | 496 |
Total current liabilities | 5,538 | 9,844 |
Long-term debt | 633 | |
Other long-term liabilities | 1,257 | 1,793 |
Total liabilities | 7,428 | 11,637 |
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, 2020 and 2019 | 9 | 9 |
Additional paid-in capital | 23,981 | 23,978 |
Accumulated other comprehensive income | 14 | 14 |
Accumulated deficit | (10,145) | (7,159) |
Total stockholders' equity | 13,859 | 16,842 |
Total liabilities and stockholders' equity | $ 21,287 | $ 28,479 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (2,986) | $ (1,032) |
Depreciation | 203 | 607 |
Amortization of intangible assets | 150 | |
Amortization of right-of-use assets | 261 | 354 |
Amortization of debt issuance cost | 43 | |
Amortization of imputed interest | (448) | (166) |
Interest expense from PPP Loan | 9 | |
Deferred income tax expense | 1,245 | |
Non-cash cost of operating leases | 622 | 619 |
Change in receivable reserves | (57) | 3,093 |
Change in inventory reserves | (535) | 361 |
Write down of inventory | 546 | |
Inventory write-off from flood damage | 2,688 | |
Gain on sale of subsidiary | (17,893) | |
Change in long term payables | 4 | |
Change in insurance receivable | 1,705 | (1,800) |
(Gain) loss on investments | (968) | 2,750 |
Accrued pension | 114 | |
Stock-based compensation | 3 | 12 |
Other | 3 | |
Intangible asset impairment | 83 | |
Goodwill impairment | 2,969 | |
Foreign currency remeasurement gain | (100) | |
Changes in current operating assets and liabilities: | ||
Accounts receivable | 1,158 | 1,855 |
Inventories | 2,139 | (1,145) |
Prepaid expenses and other assets | (692) | (543) |
Income taxes | (501) | 420 |
Accounts payable and accrued liabilities | (3,352) | (3) |
Deferred revenue | (727) | (254) |
Net cash used in operating activities | (3,613) | (5,573) |
Investing activities | ||
Additions to property, plant and equipment | (153) | |
Proceeds from sale of subsidiaries, net | 39,923 | |
Proceeds from sale of investments | 2,436 | |
Change in note receivable | 194 | |
Net cash provided by investing activities | 2,630 | 39,770 |
Financing activities | ||
Bank overdrafts | (374) | (1,439) |
Borrowing under debt agreement | 15,329 | |
Funding from PPP Loan | 1,404 | |
Repayment of debt | (40,070) | |
Payment of debt issuance cost | (15) | |
Payment of deferred purchase price | (397) | |
Write-off of notes receivable | 600 | |
Principal repayments of financing leases | (296) | (635) |
Net cash provided by/(used in) financing activities | 337 | (26,230) |
(Decrease) increase in cash and cash equivalents | (646) | 7,967 |
Effect of foreign exchange on cash and cash equivalents | 35 | |
Cash and cash equivalents | ||
Beginning of period | 8,213 | 211 |
End of period | 7,567 | 8,213 |
Supplemental cash flow information: | ||
Interest paid | 28 | 1,106 |
Income taxes paid, net of refunds | $ 507 | 477 |
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 [Member] | Total |
Balance at Dec. 31, 2018 | $ 9 | $ 23,966 | $ (5,897) | $ (6,127) | $ 11,951 |
Balance (in shares) at Dec. 31, 2018 | 8,726,045 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (1,032) | (1,032) | |||
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 | (7,159) | $ 16,842 |
Balance (in shares) at Dec. 31, 2019 | 8,726,045 | 8,726,045 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,986) | $ (2,986) | |||
Stock-based compensation | 3 | 3 | |||
Balance at Dec. 31, 2020 | $ 9 | $ 23,981 | $ 14 | $ (10,145) | $ 13,859 |
Balance (in shares) at Dec. 31, 2020 | 8,726,045 | 8,726,045 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
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 three (3) additional locations in the U.S. for manufacturing, service and maintenance, 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 (“Critical Power”). 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 purchase 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 (the “Seller Notes”) . 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 $1.8 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.2 million. During the second quarter of 2020, the Company recognized an additional reduction to the principal amount of the Seller Note of $194 for a valid claim paid by the Buyer on behalf of the Company. Including the reduction to the principal amount for the valid claim, the Company has revalued the Seller Notes for an appropriate imputed interest rate, resulting in a change to the value of the Seller Notes at December 31, 2020 of $254, for a carrying value of $5.3 million, which is included within other long term assets (see Note 11 - Other Assets). 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, 2020. 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. As shown in the accompanying financial statements as of the year ended December 31, 2020, the Company had $7.6 million of cash and cash equivalents on hand, and working capital of $8.4 million. The cash on hand was generated primarily from the completion of the Equity Transaction during the year ended December 31, 2019, proceeds from the sale of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock, proceeds from insurance and the funding from the Payroll Protection Program recognized during the year ended December 31, 2020. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings. Our cash requirements historically were for operating activities, debt repayment and capital improvements. 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, and the credit facilities terminated, 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. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months. In March 2021, the Company executed a cash collateral security agreement with a commercial bank which required us to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit in the amount of $1.8 million. 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 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 (the “COVID-19 pandemic”), based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic 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. During the year ended December 31, 2020, the Company experienced a decline in customer orders for its products and services due to delays caused by the pandemic. Additionally, the Company experienced an impact to productivity as a result of implementing social distancing guidelines and personal protective measures. 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 pandemic and the global responses to contain its spread, the Company is not able to estimate the full effects of the COVID-19 pandemic at this time, however, if the pandemic continues, it may continue to have an adverse effect on the Company’s results of operations, financial condition, or liquidity. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act” (the “Cares Act”). The CARES Act, among other things, appropriates funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment. On April 13, 2020, after having determined that it met the qualifications for this loan program due to the impact that COVID-19 would have on our financial condition, results of operations, and/or liquidity and applying for relief the Company received funding in the amount of $1.4 million from the SBA Paycheck Protection Program. While the full magnitude of the pandemic’s effect on the Company’s future results of operations is uncertain, the Company has experienced certain declines in service sales and commitments to purchase equipment. The Company made this assertion in good faith based upon all available guidance. The Company used the proceeds from the PPP Loan to retain employees, maintain payroll and make lease, rent and utility payments. Under the terms of the PPP Loan, the Company believes it is eligible for full or partial loan forgiveness and applied for full loan forgiveness during the fourth quarter of 2020. There can be no assurance however that the loan will be forgiven in full or in part. The Company has accounted for the PPP Loan as a debt instrument in accordance with FASB ASC 470, Debt. At December 31, 2020, $633 of principal payments due have been recorded as long-term debt and $780 as current debt in accordance with the enactment of the Paycheck Protection Program Flexibility Act of 2020. The Company does not expect to incur any material interest expense under the PPP Loan. Rounding All dollar amounts (except share and per share data, and with respect to Item 11, Agreements with Executive Officers) 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, 2020 | |
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 contract with a customer exists, (2) performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer, (3) 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, (4) the transaction price is allocated to the performance obligations in the contract and (5) 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-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. At December 31, 2019, 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 had a readily determinable market value and as such was considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 was considered a Level 3 asset due to unobservable inputs. The Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock during the year ended December 31, 2020. 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 $69 and $77 as of December 31, 2020 and 2019, respectively, to appropriately measure the uncertainty in certain 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. Historically, finite life intangible assets have consisted 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. These finite life intangible assets were 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. 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, 2020 and 2019 is realizable through future reversals of existing taxable temporary differences. 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 FASB 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. The Company’s policy is to recognize interest and penalties related to income tax matters as interest expense. 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 weighted average method 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 9 - 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. At December 31, 2019, 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 had a readily determinable market value and as such was considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 were considered a Level 3 asset due to unobservable inputs. The Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock during the year ended December 31, 2020. 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) 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. In June 2016, the FASB issued amended guidance to ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. This amended guidance for small reporting companies is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company does not expect that the amended guidance will have a material effect on our consolidated financial statements and related disclosures. |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2020 | |
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 share quantities and exercise prices of warrants reflect the 10:1 reverse stock split completed by CleanSpark in December 2019. During the year ended December 31, 2020, the Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock it received in connection with the Merger Agreement and recorded proceeds of $2.4 million. The gain from the sale was partially offset by a mark to market adjustment of $1.4 million resulting in a net gain of $968 to other (income) expense in the accompanying statements of operations. Warrants at fair value were previously recorded at inception as long term within other assets. 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 then-pending 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. The Contract Manufacturing Agreement had a term of 18 months and expired during the third quarter of 2020. 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 CleanSpark Common Stock was determined using quoted market prices, and the fair value of the investment in the warrants was established using a Black Scholes model. 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
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. On January 22, 2019, we entered into an Agreement and Plan of Merger with Merger Sub, which resulted in the Company receiving financial instruments that included the right to receive (i) 175,000 shares 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 share quantities and exercise prices of warrants reflect the 10:1 reverse stock split which was completed by CleanSpark in December 2019. During the year ended December 31, 2020, the Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock it received in connection with the Merger Agreement and recorded proceeds of $2.4 million. The gain from the sale was partially offset by a mark to market adjustment of $1.4 million resulting in a net gain of $968 to other (income) expense in the accompanying statements of operations. Warrants at fair value were previously recorded at inception as long term within other assets. No other changes in valuation techniques or inputs occurred during the year ended December 31, 2020. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the year ended December 31, 2020. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 5. REVENUES Nature of our products and services Our principal products and services include switchgear and engine-generator 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. Additionally, we provide our customers with new and used sophisticated power generation equipment intended to ensure smooth, uninterrupted power to operations during times of emergency. 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, 2020 2019 Products $ 11,831 $ 10,401 Services 7,659 10,181 Total revenue $ 19,490 $ 20,582 See Note 17 - Business Segment, Geographic and Customer Information. |
REVISION OF PRIOR PERIOD FINANC
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | 6. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS In connection with the preparation of our consolidated interim financial statements for the quarter ended June 30, 2020, we identified a revision as of December 31, 2019 in the calculation of the tax expense related to the Equity Transaction. The revision resulted in a net loss for tax purposes and created additional deferred tax assets related to these tax losses, as well as a reduction in the income tax expense, all recorded as part of discontinued operations. The recognition of additional deferred tax assets requires an increase to the valuation allowance as at December 31, 2019, consistent with the Company’s position on the future realization of these assets. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the revision and determined that the related impact was not material to our results of operations or financial position for any prior annual or interim period, but that correcting the $407 cumulative impact of the revision would be material to our results of operations for the three months ended June 30, 2020. Accordingly, we have corrected the consolidated balance sheets and consolidated statement of operations as of December 31, 2019. The impact to the consolidated balance sheets and consolidated statements of operations as of December 31, 2019 is as follows: As of December 31, 2019 Consolidated Balance Sheets As Reported Adjustment As Revised Income taxes receivable $ — $ 360 $ 360 Total current assets 20,014 360 20,374 Total assets 28,119 360 28,479 Income taxes payable 543 (47 ) 496 Total current liabilities 9,891 (47 ) 9,844 Total liabilities 11,684 (47 ) 11,637 Accumulated deficit (7,566 ) 407 (7,159 ) Total stockholders’ equity 16,435 407 16,842 Consolidated Statements of Operations Income tax expense from discontinued operations $ 737 $ (407 ) $ 330 Income from discontinued operations, net of income taxes 10,598 407 11,005 Net loss (1,439 ) 407 (1,032 ) Basic and diluted loss from continuing operations (1.38 ) — (1.38 ) Basic and diluted income from discontinued operations 1.21 0.05 1.26 Basic and diluted net loss (0.17 ) 0.05 (0.12 ) Subsequent to the December 31, 2019 revision described above, the March 31, 2020 consolidated balance sheet was also revised to reflect an increase in other currents assets of $360 to $16,533, a decrease in other current liabilities of $47 to $8,698, and an increase to stockholders’ equity of $407 to $13,923. The identified adjustment does not impact any other prior periods. |
OTHER (INCOME) EXPENSE
OTHER (INCOME) EXPENSE | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER (INCOME) EXPENSE | 7. OTHER (INCOME) EXPENSE Other (income) 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, 2020, other income was $969, as compared to other expense of $2.8 million during the year ended December 31, 2019. For the year ended December 31, 2020, included in other income was a gain of $968 related to the sale and mark to market adjustment on the fair value of CleanSpark Common Stock and warrants, as compared to a loss of $2.8 million for the year ended December 31, 2019, related to the mark to market adjustment on the fair value of the common stock and warrants. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 8. 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 Comprehensive Income (Loss), Consolidated Statement of Cash Flows, Consolidated Statement of Stockholders’ Equity 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 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. 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, 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. 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 $1.8 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.2 million. During the second quarter of 2020, the Company recognized an additional reduction to the principal amount of the Seller Note of $194 for a valid claim paid by the Buyer on behalf of the Company. Including the reduction to the principal amount for the valid claim, the Company has revalued the Seller Notes for an appropriate imputed interest rate, resulting in a change to the value of the Seller Notes at December 31, 2020 of $254, for a carrying value of $5.3 million, which is included within other long term assets (see Note 11 - Other Assets). 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 (ii) a cap equal to $330, and (iii) a per-claim threshold amount of $50, 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 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 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 following table presents the discontinued operations of the liquid-filled and dry-type transformer manufacturing businesses in the Consolidated Statement of Operations: Year Ended December 31, 2020 2019 Revenues $ — $ 46,631 Costs and expenses Cost of goods sold — 39,915 Selling, general and administrative — 9,207 Foreign exchange gain — (834 ) Interest expense — 653 Other expense — 41 Total costs and expenses — 48,982 Gain on sale of discontinued subsidiaries — 13,686 Income before provision for income taxes — 11,335 Income tax expense — 330 Income from discontinued operations, net of income taxes $ — $ 11,005 During the second quarter of 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 received. The Company received $600 of these insurance proceeds during the year ended December 31, 2019 and $1.8 million of these insurance proceeds were received during the year ended December 31, 2020. While the net loss on inventory damaged amounting to approximately $782 has been reflected within the cost of goods sold in discontinued operations during the year ended December 31, 2019, the corresponding insurance receivable amounting to $1.8 million and $95 has been recognized as an asset from continuing operations as of December 31, 2019 and December 31, 2020, respectively. The Company received approximately $1.7 million of proceeds from the insurance receivable during the year ended December 31, 2020. 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. Based upon discussions with the supplier during the year ended December 31, 2019, the recognition of a reserve was deemed appropriate. Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows: Year Ended December 31, 2020 2019 Depreciation and amortization $ — $ 756 Capital expenditures — 117 Write-off of receivables — 2,876 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 9. INVENTORIES The components of inventories are summarized below: December 31, 2020 2019 Raw materials $ 1,719 $ 2,309 Work in process 1,420 2,628 Finished goods — 46 Provision for excess and obsolete inventory (736 ) (429 ) Total inventories $ 2,403 $ 4,554 Inventories are stated at the lower of cost or a net realizable value determined on a weighted average method. Included in work in process at December 31, 2020 and December 31, 2019 is a net realizable value reserve of approximately $0 and $418, respectively. The reduction in the net realizable value reserve is attributable to the related project being completed and sold during the year ended December 31, 2020. The Company recognized a $546 write down of inventory through cost of goods sold of the T&D Solutions segment during the year ended December 31, 2020 as a result of management’s strategic decisions to rationalize its traditional product offerings and focus on higher margin equipment sales. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 10. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized below: December 31, 2020 2019 Machinery and equipment $ 1,210 $ 1,225 Furniture and fixtures 205 205 Computer hardware and software 669 682 Leasehold improvements 337 337 2,421 2,449 Less: Accumulated depreciation (1,988 ) (1,809 ) Total property, plant and equipment, net $ 433 $ 640 Depreciation expense was $203 and $269 for the period ended December 31, 2020 and 2019, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
OTHER ASSETS | 11. OTHER ASSETS Included in other assets at December 31, 2020 and December 31, 2019 are right-of-use assets, net, of $1.5 million and $1.8 million, respectively, related to our lease obligations. As a result of the Company entering into the Stock Purchase Agreement on June 28, 2019, we received two subordinated promissory notes in the aggregate principal amount of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million (the “Seller Notes”), subject to certain adjustments. The Seller Notes accrue interest 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 Seller 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 $1.8 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.2 million. During the second quarter of 2020, the Company recognized an additional reduction to the principal amount of the Seller Note of $194 for a valid claim paid by the Buyer on behalf of the Company. Inclusive of the reduction to the principal amount for the valid claim, the Company has revalued the Seller Notes for an appropriate imputed interest rate, resulting in a net change to the value of the Seller Notes at December 31, 2020 of $254 for a carrying value of $5.3 million. Other assets are summarized below: December 31, 2020 2019 Right of use assets $ 1,505 $ 1,806 Notes receivable, net 5,350 5,096 CleanSpark warrants — 531 Deposits 15 32 Other long-term receivables 28 — Other assets $ 6,898 $ 7,465 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, appropriates funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment. On April 13, 2020 after having determined that it met the qualifications for this loan program due to the impact that COVID-19 would have on our financial condition, results of operations, and/or liquidity and applying for relief, the Company received a loan under the SBA Paycheck Protection Program in the amount of $1.4 million. While it is uncertain as to the full magnitude that the pandemic will have on the Company’s future results of operations, the Company experienced a decline in customer orders for its products and services during the year ended December 31, 2020. Additionally, we have experienced an impact to productivity as a result of implementing social distancing guidelines and employing personal protective measures. The Company made this assertion in good faith based upon all available guidance. The Company used the proceeds from the PPP Loan to retain employees, maintain payroll and make lease, rent and utility payments. We have applied for full loan forgiveness during the fourth quarter of 2020, however no assurance can be provided that any portion of the PPP Loan will ultimately be forgiven. The Company has accounted for the PPP Loan as a debt instrument in accordance with FASB ASC 470, Debt. At December 31, 2020, $633 of principal payments due have been recorded as long-term debt and $780 as current debt in accordance with the enactment of the Paycheck Protection Program Flexibility Act of 2020. The Company does not expect to incur any material interest expense under the PPP Loan. December 31, 2020 2019 PPP Loan $ 1,413 $ — Less: current portion 780 — Total long-term obligations $ 633 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
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 ranging from less than 1 year to up to 6 years, some of which contain options to extend up to 5 years. As of December 31, 2020 and 2019, assets recorded under finance leases were $1.4 million and $1.3 million, respectively, and accumulated amortization associated with finance leases was $776 and $571, respectively. As of December 31, 2020 and 2019, assets recorded under operating leases were $2.5 million and $2.1 million, respectively, and accumulated amortization associated with operating leases were $1.7 million and $1.1 million, respectively. Such amounts are included within other assets. 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. sought injunctive relief enjoining us, PCEP and our employees from using its confidential business information and compensatory damages of an unspecified unlimited amount; however, the Company recognized approximately $1.2 million for expected costs related to this litigation in the prior two fiscal years. 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. 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 an order from the court for the Company to post a bond in an amount of $30,000 or more (which was not granted). The Company cancelled the dividend as the result of this court order. There were also two related appeals in the California Court of Appeal for the Second Appellate District (“Court of Appeal”). Case no. B301494 was an appeal of the October 4, 2019 order modifying a previously issued preliminary injunction. Case no. B302943 was an appeal of the November 26, 2019 order requiring Pioneer Power Solutions, Inc. and Pioneer Custom Electrical Products Corp. to obtain and post a $12 million bond. On April 10, 2020, the Court of Appeal granted our motion to combine the two appeals. On November 20, 2020, the Company entered into a settlement and release agreement with Myers Power Products, Inc. As part of the settlement, all injunctions were dissolved, and all litigation and appeals related to the action were dismissed with prejudice. The parties executed full releases of all known and unknown claims, thereby eliminating all such restrictions on the Company. The Company agreed to pay Myers Power Products, Inc. an amount that did not differ significantly from the $1.2 million of expected costs the Company recognized as a legal contingency during the year ended December 31, 2018. The amount was paid in full during the fourth quarter of 2020. The components of the lease expense were as follows: For the Year Ended December 31, 2020 2019 Operating lease cost $ 669 $ 677 Finance lease cost Amortization of right-of-use asset $ 261 $ 284 Interest on lease liabilities 53 53 Total finance lease cost $ 314 $ 337 Other information related to leases was as follows: Supplemental Cash Flows Information December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ 677 $ 664 Operating cash flow payments for finance leases 53 53 Financing cash flow payments for finance leases 235 281 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities arising from obtaining right to use assets 390 — Capitalized lease obligations 295 293 Weighted Average Remaining Lease Term December 31, 2020 2019 Operating leases 3 years 2 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2020 2019 Operating leases 5.50 % 5.50 % Finance leases 6.72 % 6.90 % Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows: Operating Finance Leases Leases 2021 467 325 2022 179 194 2023 91 257 2024 93 21 2025 95 — Thereafter 24 — Total future minmum lease payments 949 797 Less imputed interest (82 ) (71 ) Total future minmum lease payments $ 867 $ 726 Reported as of December 31, 2020: Operating Finance Leases Leases Accounts payable and accrued liabilities $ 431 $ 284 Other long-term liabilities 436 442 Total $ 867 $ 726 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and December 31, 2019. 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, 2020 | |
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, 2020, 440,400 stock options had been granted and are considered outstanding, consisting of 21,000 incentive stock options and 419,400 non-qualified stock options. Expense for stock-based compensation recorded for the years ended December 31, 2020 and 2019 was approximately $3 and $12, 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, 2020, the Company had total stock-based compensation expense remaining to be recognized in the consolidated statements of operations that was insignificant. The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2020 2019 Expected volatility 31.1 % — Expected life in years 5.5 — Risk-free interest rate 0.5 % — A summary of stock option activity for the years ended December 31, 2020 and 2019, and changes during the years then ended is presented below: Stock Options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of January 1, 2019 424,800 $ 8.30 6.50 $ 22 Granted — — — — Exercised — — Forfeited (45,000 ) 14.75 — Outstanding as of January 1, 2020 379,800 $ 7.54 6.10 $ — Granted 70,000 1.68 Exercised — — Forfeited (9,400 ) 8.55 Outstanding as of December 31, 2020 440,400 $ 6.58 5.80 $ 155 Exercisable as of December 31, 2020 370,400 $ 7.51 5.20 $ 1 The total number of shares reserved for the plan is 700,000, leaving a balance of 233,267 available for future grants. Intrinsic value is the difference between the market value of the stock at December 31, 2020 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, 2020 2019 Weighted-average fair value of options granted (per share) $ 0.49 $ — Intrinsic value gain of options exercised — — Cash receipts from exercise of options — — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The components of loss before income taxes are summarized below: Year Ended December 31, 2020 2019 Loss before income taxes U.S. operations $ (2,981 ) $ (10,759 ) Loss before income taxes $ (2,981 ) $ (10,759 ) The components of the income tax provision were as follows : Year Ended December 31, 2020 2019 Current State $ 5 $ 31 Deferred — 1,247 Total income tax provision $ 5 $ 1,278 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 December 31, 2020 2019 Federal Income tax at statutory rate $ (626 ) $ (2,259 ) State and local income tax, net (120 ) (452 ) Other permanent items 5 60 Valuation allowance 748 3,734 True-up — 195 Other (2 ) — Total $ 5 $ 1,278 On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“U.S. tax reform”) that lowers the statutory tax rate on U.S. earnings, taxes historic foreign earnings at a reduced rate of tax, establishes a territorial tax system and enacts new taxes associated with global operations. The impact of U.S. tax reform has been recorded on a provisional basis as the legislation provides for additional guidance to be issued by the U.S. Department of the Treasury on several provisions. In addition, analysis performed and conclusions reached as part of the tax return filing process and additional guidance on accounting for U.S. tax reform could affect the provisional amount. As part of the U.S. tax reform, the United States has enacted a minimum tax on foreign earnings (“global intangible low-taxed income”) which is reflected in the income tax expense for 2019. The Company did not have any foreign earnings for the year ended December 31, 2020. The Company’s provision for income taxes reflects an effective tax rate on loss before income taxes of (0.2)% in 2020, as compared to (11.9)% for the year ended December 31, 2019. The (11.9)% effective tax rate for the year ended December 31, 2019 is primarily due to establishment of additional valuation allowances. The net deferred income tax asset (liability) was comprised of the following: December 31, 2020 2019 Noncurrent deferred income taxes Total assets $ 68 $ 839 Total liabilities (68 ) (839 ) Net noncurrent deferred income tax asset — — Net deferred income tax asset $ — $ — 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, 2020 2019 Deferred tax assets U.S. net operating loss carry forward $ 1,367 $ 967 Non-deductible reserves 1,609 1,892 Tax credits 4,631 4,631 Fixed Assets 15 — Intangibles 1,959 2,191 Valuation allowance (9,513 ) (8,842 ) Net deferred tax assets 68 839 Deferred tax liabilities Fixed assets (28 ) (46 ) Other (40 ) (793 ) Net deferred tax liabilities (68 ) (839 ) Deferred asset, net $ — $ — 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, 2020, the Company had a net operating loss carryforward of $5.4 million. The Company has $9.5 million of deferred tax assets on which it is taking a full valuation allowance. 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. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. If the Company experiences an ownership change as a result of future events, the use of tax attributes may be limited. 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. The tax years subject to examination by major tax jurisdiction include the years 2014 and forward by the U.S. Internal Revenue Service and most state jurisdictions, and the years 2015 and forward for the Canadian jurisdiction. |
BUSINESS SEGMENT, GEOGRAPHIC AN
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
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 the Company’s Pioneer Custom Electrical Products Corp. business unit, together with sales and expenses attributable to the 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 new and used power generation equipment and 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, 2020 2019 Revenues T&D Solutions Switchgear $ 10,257 $ 8,985 $ 10,257 $ 8,985 Critical Power Solutions Equipment 1,574 1,416 Service 7,659 10,181 9,233 11,597 Consolidated $ 19,490 $ 20,582 For the Year Ended December 31, 2020 2019 Depreciation and amortization T&D Solutions $ 113 $ 144 Critical Power Solutions 319 162 Unallocated corporate overhead expenses 32 48 Consolidated $ 464 $ 354 For the Year Ended December 31, 2020 2019 Operating loss T&D Solutions $ (1,934 ) $ (3,143 ) Critical Power Solutions (430 ) (3,581 ) Unallocated corporate overhead expenses (1,920 ) (5,029 ) Consolidated $ (4,284 ) $ (11,753 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2020 2019 Assets T&D Solutions $ 3,443 $ 6,075 Critical Power Solutions 3,705 4,849 Corporate 14,139 17,507 Consolidated $ 21,287 $ 28,431 Corporate assets consisted primarily of cash and notes receivable. Revenues are attributable to countries based on the location of the Company’s customers: For the Year Ended December 31, 2020 2019 Revenues United States $ 19,490 $ 20,582 Sales to CleanSpark accounted for approximately 34% of the Company’s total sales in 2020. The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: December 31, 2020 2019 Property, plant and equipment United States $ 433 $ 640 |
BASIC AND DILUTED LOSS PER COMM
BASIC AND DILUTED LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2020 | |
(Loss) earnings 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, 2020 2019 Numerator: Net loss $ (2,986 ) $ (12,037 ) Income from discontinued operations, net of income taxes — 11,005 Net loss $ (2,986 ) $ (1,032 ) Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net income (loss) per common share 8,726 8,726 (Loss) income per share: Basic Loss from continuing operations $ (0.34 ) $ (1.38 ) Income from discontinued operations — 1.26 Net loss $ (0.34 ) $ (0.12 ) Diluted Loss from continuing operations $ (0.34 ) $ (1.38 ) Income from discontinued operations — 1.26 Net loss $ (0.34 ) $ (0.12 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS In March 2021, the Company executed a cash collateral security agreement with a commercial bank which required us to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit in the amount of $1.8 million. As of March 30 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 contract with a customer exists, (2) performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer, (3) 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, (4) the transaction price is allocated to the performance obligations in the contract and (5) the Company satisfies performance obligations. Substantially all of our revenue is recognized at a point of time, as the promised product passes to the customer. 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. |
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-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. At December 31, 2019, 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 had a readily determinable market value and as such was considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 was considered a Level 3 asset due to unobservable inputs. The Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock during the year ended December 31, 2020. |
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 $69 and $77 as of December 31, 2020 and 2019, respectively, to appropriately measure the uncertainty in certain 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. Historically, finite life intangible assets have consisted 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. These finite life intangible assets were 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. |
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, 2020 and 2019 is realizable through future reversals of existing taxable temporary differences. 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 FASB 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. The Company’s policy is to recognize interest and penalties related to income tax matters as interest expense. 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 weighted average method 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 9 - 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. At December 31, 2019, 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 had a readily determinable market value and as such was considered a Level 1 asset. The estimated fair value of the warrants held in CleanSpark, Inc. of approximately $531 were considered a Level 3 asset due to unobservable inputs. The Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock during the year ended December 31, 2020. |
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) 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. In June 2016, the FASB issued amended guidance to ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. This amended guidance for small reporting companies is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company does not expect that the amended guidance will have a material effect on our consolidated financial statements and related disclosures. |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Products $ 11,831 $ 10,401 Services 7,659 10,181 Total revenue $ 19,490 $ 20,582 |
REVISION OF PRIOR PERIOD FINA_2
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of consolidated balance sheets and consolidated statements of operations | The impact to the consolidated balance sheets and consolidated statements of operations as of December 31, 2019 is as follows: As of December 31, 2019 Consolidated Balance Sheets As Reported Adjustment As Revised Income taxes receivable $ — $ 360 $ 360 Total current assets 20,014 360 20,374 Total assets 28,119 360 28,479 Income taxes payable 543 (47 ) 496 Total current liabilities 9,891 (47 ) 9,844 Total liabilities 11,684 (47 ) 11,637 Accumulated deficit (7,566 ) 407 (7,159 ) Total stockholders’ equity 16,435 407 16,842 Consolidated Statements of Operations Income tax expense from discontinued operations $ 737 $ (407 ) $ 330 Income from discontinued operations, net of income taxes 10,598 407 11,005 Net loss (1,439 ) 407 (1,032 ) Basic and diluted loss from continuing operations (1.38 ) — (1.38 ) Basic and diluted income from discontinued operations 1.21 0.05 1.26 Basic and diluted net loss (0.17 ) 0.05 (0.12 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | The following table presents the discontinued operations of the liquid-filled and dry-type transformer manufacturing businesses in the Consolidated Statement of Operations: Year Ended December 31, 2020 2019 Revenues $ — $ 46,631 Costs and expenses Cost of goods sold — 39,915 Selling, general and administrative — 9,207 Foreign exchange gain — (834 ) Interest expense — 653 Other expense — 41 Total costs and expenses — 48,982 Gain on sale of discontinued subsidiaries — 13,686 Income before provision for income taxes — 11,335 Income tax expense — 330 Income from discontinued operations, net of income taxes $ — $ 11,005 Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows: Year Ended December 31, 2020 2019 Depreciation and amortization $ — $ 756 Capital expenditures — 117 Write-off of receivables — 2,876 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | The components of inventories are summarized below: December 31, 2020 2019 Raw materials $ 1,719 $ 2,309 Work in process 1,420 2,628 Finished goods — 46 Provision for excess and obsolete inventory (736 ) (429 ) Total inventories $ 2,403 $ 4,554 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment are summarized below: December 31, 2020 2019 Machinery and equipment $ 1,210 $ 1,225 Furniture and fixtures 205 205 Computer hardware and software 669 682 Leasehold improvements 337 337 2,421 2,449 Less: Accumulated depreciation (1,988 ) (1,809 ) Total property, plant and equipment, net $ 433 $ 640 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Schedule of other assets | Other assets are summarized below: December 31, 2020 2019 Right of use assets $ 1,505 $ 1,806 Notes receivable, net 5,350 5,096 CleanSpark warrants — 531 Deposits 15 32 Other long-term receivables 28 — Other assets $ 6,898 $ 7,465 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The Company does not expect to incur any material interest expense under the PPP Loan. December 31, 2020 2019 PPP Loan $ 1,413 $ — Less: current portion 780 — Total long-term obligations $ 633 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Operating lease cost $ 669 $ 677 Finance lease cost Amortization of right-of-use asset $ 261 $ 284 Interest on lease liabilities 53 53 Total finance lease cost $ 314 $ 337 |
Schedule of other information related to leases | Supplemental Cash Flows Information December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ 677 $ 664 Operating cash flow payments for finance leases 53 53 Financing cash flow payments for finance leases 235 281 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities arising from obtaining right to use assets 390 — Capitalized lease obligations 295 293 Weighted Average Remaining Lease Term December 31, 2020 2019 Operating leases 3 years 2 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2020 2019 Operating leases 5.50 % 5.50 % Finance leases 6.72 % 6.90 % |
Schedule of future minimum lease payments | Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows: Operating Finance Leases Leases 2021 467 325 2022 179 194 2023 91 257 2024 93 21 2025 95 — Thereafter 24 — Total future minmum lease payments 949 797 Less imputed interest (82 ) (71 ) Total future minmum lease payments $ 867 $ 726 |
Schedule of reported amounts of lease liabilities | Reported as of December 31, 2020: Operating Finance Leases Leases Accounts payable and accrued liabilities $ 431 $ 284 Other long-term liabilities 436 442 Total $ 867 $ 726 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Expected volatility 31.1 % — Expected life in years 5.5 — Risk-free interest rate 0.5 % — |
Schedule of stock option activity under the 2011 Long-Term Incentive Plan | A summary of stock option activity for the years ended December 31, 2020 and 2019, and changes during the years then ended is presented below: Stock Options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of January 1, 2019 424,800 $ 8.30 6.50 $ 22 Granted — — — — Exercised — — Forfeited (45,000 ) 14.75 — Outstanding as of January 1, 2020 379,800 $ 7.54 6.10 $ — Granted 70,000 1.68 Exercised — — Forfeited (9,400 ) 8.55 Outstanding as of December 31, 2020 440,400 $ 6.58 5.80 $ 155 Exercisable as of December 31, 2020 370,400 $ 7.51 5.20 $ 1 |
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, 2020 2019 Weighted-average fair value of options granted (per share) $ 0.49 $ — Intrinsic value gain of options exercised — — Cash receipts from exercise of options — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Loss before income taxes U.S. operations $ (2,981 ) $ (10,759 ) Loss before income taxes $ (2,981 ) $ (10,759 ) |
Schedule of components of the income tax provision | The components of the income tax provision were as follows : Year Ended December 31, 2020 2019 Current State $ 5 $ 31 Deferred — 1,247 Total income tax provision $ 5 $ 1,278 |
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 December 31, 2020 2019 Federal Income tax at statutory rate $ (626 ) $ (2,259 ) State and local income tax, net (120 ) (452 ) Other permanent items 5 60 Valuation allowance 748 3,734 True-up — 195 Other (2 ) — Total $ 5 $ 1,278 |
Schedule of net deferred income tax asset (liability) | The net deferred income tax asset (liability) was comprised of the following: December 31, 2020 2019 Noncurrent deferred income taxes Total assets $ 68 $ 839 Total liabilities (68 ) (839 ) Net noncurrent deferred income tax asset — — Net deferred income tax asset $ — $ — |
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, 2020 2019 Deferred tax assets U.S. net operating loss carry forward $ 1,367 $ 967 Non-deductible reserves 1,609 1,892 Tax credits 4,631 4,631 Fixed Assets 15 — Intangibles 1,959 2,191 Valuation allowance (9,513 ) (8,842 ) Net deferred tax assets 68 839 Deferred tax liabilities Fixed assets (28 ) (46 ) Other (40 ) (793 ) Net deferred tax liabilities (68 ) (839 ) Deferred asset, net $ — $ — |
BUSINESS SEGMENT, GEOGRAPHIC _2
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Revenues T&D Solutions Switchgear $ 10,257 $ 8,985 $ 10,257 $ 8,985 Critical Power Solutions Equipment 1,574 1,416 Service 7,659 10,181 9,233 11,597 Consolidated $ 19,490 $ 20,582 For the Year Ended December 31, 2020 2019 Depreciation and amortization T&D Solutions $ 113 $ 144 Critical Power Solutions 319 162 Unallocated corporate overhead expenses 32 48 Consolidated $ 464 $ 354 For the Year Ended December 31, 2020 2019 Operating loss T&D Solutions $ (1,934 ) $ (3,143 ) Critical Power Solutions (430 ) (3,581 ) Unallocated corporate overhead expenses (1,920 ) (5,029 ) Consolidated $ (4,284 ) $ (11,753 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2020 2019 Assets T&D Solutions $ 3,443 $ 6,075 Critical Power Solutions 3,705 4,849 Corporate 14,139 17,507 Consolidated $ 21,287 $ 28,431 |
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, 2020 2019 Revenues United States $ 19,490 $ 20,582 |
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, 2020 2019 Property, plant and equipment United States $ 433 $ 640 |
BASIC AND DILUTED LOSS PER CO_2
BASIC AND DILUTED LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
(Loss) earnings 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, 2020 2019 Numerator: Net loss $ (2,986 ) $ (12,037 ) Income from discontinued operations, net of income taxes — 11,005 Net loss $ (2,986 ) $ (1,032 ) Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net income (loss) per common share 8,726 8,726 (Loss) income per share: Basic Loss from continuing operations $ (0.34 ) $ (1.38 ) Income from discontinued operations — 1.26 Net loss $ (0.34 ) $ (0.12 ) Diluted Loss from continuing operations $ (0.34 ) $ (1.38 ) Income from discontinued operations — 1.26 Net loss $ (0.34 ) $ (0.12 ) |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 28, 2019USD ($) | Sep. 24, 2013USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)Segment | Mar. 31, 2021USD ($) | Apr. 13, 2020USD ($) |
Number of reportable segments | Segment | 2 | ||||||
Cash and cash equivalents | $ 8,213 | $ 7,567 | |||||
Working capital | 8,400 | ||||||
Change in note receivable | $ 194 | 194 | |||||
Carrying value of note | 5,096 | 5,350 | |||||
Long-term debt | 633 | ||||||
Current debt | 780 | ||||||
PPP Loan [Member] | |||||||
Long-term debt | 633 | ||||||
Current debt | 780 | ||||||
Loan face value | $ 1,404 | ||||||
IPO [Member] | |||||||
Issuance of common stock | $ 7,900 | ||||||
Issuance of common stock (in shares) | shares | 1,265,000 | ||||||
Share price | $ / shares | $ 7 | ||||||
Transformer Business Units [Member] | |||||||
Purchase price of divestiture | $ 68,000 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | |||||||
Principal amount | 7,500 | ||||||
Change in note receivable | $ 194 | ||||||
Cash payment for promissory note | 1,800 | ||||||
Revaluation of note | 254 | ||||||
Carrying value of note | $ 5,300 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | |||||||
Principal amount | 5,000 | $ 3,200 | |||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member] | |||||||
Principal amount | $ 2,500 | ||||||
Subsequent Event [Member] | |||||||
Irrevocable standby letter of credit | $ 1,800 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 69 | $ 77 |
Short term investments | 936 | |
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 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite life intangible assets amortization period | 4 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite life intangible assets amortization period | 10 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 | |
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 |
DIVESTITURES (Details Narrative
DIVESTITURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in dollars per share) | $ 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 | |||
CleanSpark [Member] | ||||
Common stock, par value (in dollars per share) | 0.001 | |||
CleanSpark [Member] | Warrant 1 [Member] | ||||
Warrant term | 5 years | |||
Number of shares called by warrant | 50,000 | |||
Warrant exercise price | $ 16 | |||
CleanSpark [Member] | Warrant 2 [Member] | ||||
Warrant term | 5 years | |||
Number of shares called by warrant | 50,000 | |||
Warrant exercise price | $ 20 | |||
CleanSpark [Member] | Noncompete Agreements [Member] | ||||
Non-compete agreement term | 4 years | |||
CleanSpark [Member] | Common Stock [Member] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Number of shares converted | 175,000 | 175,000 | ||
Reverse stock split | 10:1 reverse stock split | |||
Gain on deconsolidation | $ 2,400 | |||
Mark to market adjustment | 1,400 | |||
CleanSpark [Member] | Common Stock [Member] | Other (Income) Expense [Member] | ||||
Gain on deconsolidation | $ 968 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Gain on deconsolidation | $ 4,207 | ||
CleanSpark [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock, par value (in dollars per share) | 0.001 | ||
CleanSpark [Member] | Common Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Number of shares converted | 175,000 | 175,000 | |
Reverse stock split | 10:1 reverse stock split | ||
Gain on deconsolidation | $ 2,400 | ||
Mark to market adjustment | 1,400 | ||
CleanSpark [Member] | Common Stock [Member] | Other (Income) Expense [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Gain on deconsolidation | $ 968 | ||
CleanSpark [Member] | Warrant 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant term | 5 years | ||
Number of shares called by warrant | 50,000 | ||
Warrant exercise price | $ 16 | ||
CleanSpark [Member] | Warrant 1 [Member] | Agreement and Plan of Merger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant term | 5 years | ||
Number of shares called by warrant | 50,000 | ||
Warrant exercise price | $ 16 | ||
CleanSpark [Member] | Warrant 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant term | 5 years | ||
Number of shares called by warrant | 50,000 | ||
Warrant exercise price | $ 20 | ||
CleanSpark [Member] | Warrant 2 [Member] | Agreement and Plan of Merger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant term | 5 years | ||
Number of shares called by warrant | 50,000 | ||
Warrant exercise price | $ 20 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenue | $ 19,490 | $ 20,582 |
Products [Member] | ||
Total Revenue | 11,831 | 10,401 |
Services [Member] | ||
Total Revenue | $ 7,659 | $ 10,181 |
REVISION OF PRIOR PERIOD FINA_3
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2018 | |
Income taxes receivable | $ 360 | |||
Total current assets | $ 13,956 | 20,374 | $ 16,533 | |
Total assets | 21,287 | 28,479 | ||
Income taxes payable | 17 | 496 | ||
Total current liabilities | 5,538 | 9,844 | 8,698 | |
Total liabilities | 7,428 | 11,637 | ||
Accumulated deficit | (10,145) | (7,159) | ||
Total stockholders' equity | 13,859 | 16,842 | 13,923 | $ 11,951 |
Income tax expense from discontinued operations | 330 | |||
Income from discontinued operations, net of income taxes | 11,005 | |||
Net loss | $ (2,986) | $ (1,032) | ||
Basic and diluted loss from continuing operations | $ (1.38) | |||
Basic and diluted income from discontinued operations | 1.26 | |||
Basic and diluted net loss | $ (0.12) | |||
As Reported [Member] | ||||
Total current assets | $ 20,014 | |||
Total assets | 28,119 | |||
Income taxes payable | 543 | |||
Total current liabilities | 9,891 | |||
Total liabilities | 11,684 | |||
Accumulated deficit | (7,566) | |||
Total stockholders' equity | 16,435 | |||
Income tax expense from discontinued operations | 737 | |||
Income from discontinued operations, net of income taxes | 10,598 | |||
Net loss | $ (1,439) | |||
Basic and diluted loss from continuing operations | $ (1.38) | |||
Basic and diluted income from discontinued operations | 1.21 | |||
Basic and diluted net loss | $ (0.17) | |||
Adjustment [Member] | ||||
Income taxes receivable | $ 360 | |||
Total current assets | 360 | 360 | ||
Total assets | 360 | |||
Income taxes payable | (47) | |||
Total current liabilities | (47) | (47) | ||
Total liabilities | (47) | |||
Accumulated deficit | 407 | |||
Total stockholders' equity | 407 | $ 407 | ||
Income tax expense from discontinued operations | (407) | |||
Income from discontinued operations, net of income taxes | 407 | |||
Net loss | $ 407 | |||
Basic and diluted income from discontinued operations | $ 0.05 | |||
Basic and diluted net loss | $ 0.05 |
REVISION OF PRIOR PERIOD FINA_4
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | $ 13,956 | $ 16,533 | $ 20,374 | |
Current liabilities | 5,538 | 8,698 | 9,844 | |
Stockholders' equity | $ 13,859 | 13,923 | 16,842 | $ 11,951 |
Adjustment [Member] | ||||
Current assets | 360 | 360 | ||
Current liabilities | (47) | (47) | ||
Stockholders' equity | $ 407 | $ 407 |
OTHER (INCOME) EXPENSE (Details
OTHER (INCOME) EXPENSE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other (income) expense | $ (969) | $ 2,817 |
CleanSpark [Member] | ||
Gain (loss) | $ 968 | $ (2,800) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenues | $ 46,631 |
Costs and Expenses | |
Cost of goods sold | 39,915 |
Selling, general and administrative | 9,207 |
Foreign exchange gain | (834) |
Interest expense | 653 |
Other expense | 41 |
Total costs and expenses | 48,982 |
Gain on sale of discontinued subsidiaries | 13,686 |
Income before provision for income taxes | 11,335 |
Income tax expense | 330 |
Income from discontinued operations, net of income taxes | $ 11,005 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Depreciation and amortization | $ 756 |
Capital expenditures | 117 |
Write-off of receivables | $ 2,876 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands | Aug. 16, 2019 | Jun. 28, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain on sale of discontinued subsidiaries | $ 13,686 | ||||||
Carrying value of note | $ 5,096 | $ 5,350 | 5,096 | ||||
Insurance receivable | 1,800 | 95 | 1,800 | ||||
Change in note receivable | $ 194 | 194 | |||||
Discontinued Operations [Member] | |||||||
Reserve for receivable | 2,300 | 2,300 | |||||
Reynosa Facility Flood [Member] | |||||||
Insurance proceeds | $ 2,400 | ||||||
Insurance proceeds received | 1,800 | 600 | |||||
Reynosa Facility Flood [Member] | Discontinued Operations [Member] | |||||||
Net loss on inventory damaged | 782 | ||||||
Reynosa Facility Flood [Member] | Continuing Operations [Member] | |||||||
Insurance proceeds received | 1,700 | ||||||
Insurance receivable | 1,800 | $ 95 | 1,800 | ||||
Transformer Business Units [Member] | |||||||
Cash purchase price | $ 60,500 | ||||||
Indemnification obligation true deductible | 330 | ||||||
Indemnification obligation cap | 330 | ||||||
Indemnification obligation per-claim threshold amount | 50 | ||||||
Maximum amount Indemnifiable losses set-off | 3,300 | ||||||
Indemnification obligation of Interim Breaches cap amount | 5,000 | ||||||
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% | |||||
Maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |||||
Revaluation of note | $ 254 | ||||||
Carrying value of note | $ 5,300 | ||||||
Cash payment for promissory note | 1,800 | ||||||
Change in note receivable | $ 194 | ||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | |||||||
Principal amount | $ 5,000 | $ 3,200 | $ 3,200 | ||||
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, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,719 | $ 2,309 |
Work in process | 1,420 | 2,628 |
Finished goods | 46 | |
Provision for excess and obsolete inventory | (736) | (429) |
Total inventories | $ 2,403 | $ 4,554 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Net realizable value reserve | $ 0 | $ 418 |
Write down of inventory | $ 546 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,421 | $ 2,449 |
Less: Accumulated depreciation | (1,988) | (1,809) |
Total property, plant and equipment, net | 433 | 640 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,210 | 1,225 |
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 | 669 | 682 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 337 | $ 337 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 203 | $ 269 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets [Abstract] | ||
Right of use assets | $ 1,505 | $ 1,806 |
Notes receivable, net | 5,350 | 5,096 |
CleanSpark warrants | 531 | |
Deposits | 15 | 32 |
Other long-term receivables | 28 | |
Other assets | $ 6,898 | $ 7,465 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) $ in Thousands | Jun. 28, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Right of use assets | $ 1,806 | $ 1,505 | ||
Carrying value of note | 5,096 | 5,350 | ||
Change in note receivable | $ 194 | 194 | ||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal amount | $ 7,500 | |||
Carrying value of note | $ 5,300 | |||
Interest rate | 4.00% | 4.00% | ||
Maturity date | Dec. 31, 2022 | Dec. 31, 2022 | ||
Cash payment for promissory note | 1,800 | |||
Change in note receivable | $ 194 | |||
Revaluation of note | $ 254 | |||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal amount | $ 5,000 | $ 3,200 | ||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal amount | $ 2,500 |
DEBT (Details)
DEBT (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | |
Less: current portion | $ 780 |
Total long-term obligations | 633 |
PPP Loan [Member] | |
Short-term Debt [Line Items] | |
PPP Loan | 1,413 |
Less: current portion | 780 |
Total long-term obligations | $ 633 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Apr. 13, 2020 |
Long-term debt | $ 633 | |
Current debt | 780 | |
PPP Loan [Member] | ||
Loan face value | $ 1,404 | |
Long-term debt | 633 | |
Current debt | $ 780 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 669 | $ 677 |
Finance lease cost | ||
Amortization of right-of-use asset | 261 | 284 |
Interest on lease liabilities | 53 | 53 |
Total finance lease cost | $ 314 | $ 337 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flow payments for operating leases | $ 677 | $ 664 |
Operating cash flow payments for finance leases | 53 | 53 |
Financing cash flow payments for finance leases | 235 | 281 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating lease liabilities arising from obtaining right to use assets | 390 | |
Capitalized lease obligations | $ 295 | $ 293 |
Operating leases (in years) | 3 years | 2 years |
Finance leases (in years) | 2 years | 2 years |
Operating leases (in percent) | 5.50% | 5.50% |
Finance leases (in percent) | 6.72% | 6.90% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 467 |
2022 | 179 |
2023 | 91 |
2024 | 93 |
2025 | 95 |
Thereafter | 24 |
Total future minmum lease payments | 949 |
Less imputed interest | (82) |
Total future minmum lease payments | 867 |
Finance Leases | |
2021 | 325 |
2022 | 194 |
2023 | 257 |
2024 | 21 |
Total future minmum lease payments | 797 |
Less imputed interest | (71) |
Total future minmum lease payments | $ 726 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details 3) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | $ 867 |
Finance Leases | 726 |
Accounts Payable and Accrued Liabilities [Member] | |
Operating Leases | 431 |
Finance Leases | 284 |
Other Long-Term Liabilities [Member] | |
Operating Leases | 436 |
Finance Leases | $ 442 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | Nov. 20, 2020 | Nov. 26, 2019 | Oct. 16, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 |
Lease extended term (in years) | 5 years | |||||
Assets under finance leases | $ 1,400 | $ 1,300 | ||||
Accumulated amortization associated with finance leases | 776 | 571 | ||||
Assets under operating leases | 2,500 | 2,100 | ||||
Accumulated amortization associated with operating leases | $ 1,700 | $ 1,100 | ||||
Myers Power Products, Inc. Modified Preliminary Injunction [Member] | Bond [Member] | ||||||
Damages sought | $ 12,000 | |||||
Myers Power Products, Inc. [Member] | ||||||
Litigation expense | $ 1,200 | |||||
Myers Power Products, Inc. [Member] | Settlement Agreement [Member] | ||||||
Settlement payment | $ 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 | $ 30 | |||||
Maximum [Member] | ||||||
Remaining lease term (in years) | 6 years |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' equity | ||
Common stock, outstanding shares | 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, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Expected volatility | 31.10% |
Expected life in years | 5 years 6 months |
Risk-free interest rate | 0.50% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | ||
Outstanding at beginning of period | 379,800 | 424,800 |
Granted | 70,000 | |
Forfeited | (9,400) | (45,000) |
Outstanding at end of period | 440,400 | 379,800 |
Exercisable at end of period | 370,400 | |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 7.54 | $ 8.30 |
Granted | 1.68 | |
Forfeited | 8.55 | 14.75 |
Outstanding at end of period | 6.58 | $ 7.54 |
Exercisable at end of period | $ 7.51 | |
Weighted average remaining contractual term | ||
Outstanding at beginning of period | 6 years 1 month 6 days | 6 years 6 months |
Outstanding at end of period | 5 years 9 months 18 days | 6 years 1 month 6 days |
Exercisable at the end of period | 5 years 2 months 12 days | |
Aggregate intrinsic value | ||
Outstanding at beginning of period | $ 22 | |
Outstanding at end of period | $ 155 | |
Exercisable at end of period | $ 1 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted-average fair value of options granted (per share) | $ 0.49 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 02, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options granted | 440,400 | 379,800 | 424,800 | |
Stock-based compensation expense | $ 3 | $ 12 | ||
2009 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance | 320,000 | |||
2011 Long-Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved | 700,000 | |||
Common stock available for grant | 233,267 | |||
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 | 419,400 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss before income taxes | ||
U.S. operations | $ (2,981) | $ (10,759) |
Loss before income taxes | $ (2,981) | $ (10,759) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
State | $ 5 | $ 31 |
Deferred | 1,247 | |
Total | $ 5 | $ 1,278 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation from the statutory U.S. income tax rate and the Company's effective income tax rate: | ||
Federal Income tax at statutory rate | $ (626) | $ (2,259) |
State and local income tax, net | (120) | (452) |
Other permanent items | 5 | 60 |
Valuation allowance | 748 | 3,734 |
True-up | 195 | |
Other | (2) | |
Total | $ 5 | $ 1,278 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Total assets | $ 68 | $ 839 |
Total liabilities | $ (68) | $ (839) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
U.S. net operating loss carry forward | $ 1,367 | $ 967 |
Non-deductible reserves | 1,609 | 1,892 |
Tax credits | 4,631 | 4,631 |
Fixed Assets | 15 | |
Intangibles | 1,959 | 2,191 |
Valuation allowance | (9,513) | (8,842) |
Net deferred tax assets | 68 | 839 |
Deferred tax liabilities | ||
Fixed assets | (28) | (46) |
Other | (40) | (793) |
Net deferred tax liabilities | $ (68) | $ (839) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective tax rate | (0.20%) | (11.90%) |
Net operating loss carryforward | $ 5,400 | |
Deferred tax assets | 9,500 | |
Foreign Tax Credit Carryforward [Member] | ||
Tax credits carryforwards | 4,600 | |
Research and Development Tax Credit Carryforward [Member] | ||
Tax credits carryforwards | $ 39 |
BUSINESS SEGMENT, GEOGRAPHIC _3
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 19,490 | $ 20,582 |
Depreciation and Amortization | 464 | 354 |
Operating Loss | (4,284) | (11,753) |
Assets | 21,287 | 28,479 |
T&D Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,443 | 6,075 |
Critical Power Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,705 | 4,849 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 14,139 | 17,507 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 21,287 | 28,431 |
Operating Segments [Member] | T&D Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 10,257 | 8,985 |
Depreciation and Amortization | 113 | 144 |
Operating Loss | (1,934) | (3,143) |
Operating Segments [Member] | T&D Solutions [Member] | Switchgear [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 10,257 | 8,985 |
Operating Segments [Member] | Critical Power Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,233 | 11,597 |
Depreciation and Amortization | 319 | 162 |
Operating Loss | (430) | (3,581) |
Operating Segments [Member] | Critical Power Segment [Member] | Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,574 | 1,416 |
Operating Segments [Member] | Critical Power Segment [Member] | Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,659 | 10,181 |
Unallocated Corporate Overhead Expenses [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation and Amortization | 32 | 48 |
Operating Loss | $ (1,920) | $ (5,029) |
BUSINESS SEGMENT, GEOGRAPHIC _4
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 19,490 | $ 20,582 |
United States [Member] | ||
Revenues | $ 19,490 | $ 20,582 |
BUSINESS SEGMENT, GEOGRAPHIC _5
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details 2) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment | $ 433 | $ 640 |
United States [Member] | ||
Property, plant and equipment | $ 433 | $ 640 |
BUSINESS SEGMENT, GEOGRAPHIC _6
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Segment | |
Number of reportable segments | 2 |
CleanSpark [Member] | |
Sales (percent) | 34.00% |
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, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss | $ (2,986) | $ (12,037) |
Income from discontinued operations, net of income taxes | 11,005 | |
Net loss | $ (2,986) | $ (1,032) |
Denominator: | ||
Weighted average basic shares outstanding | 8,726 | 8,726 |
Denominator for diluted net income (loss) per common share | 8,726 | 8,726 |
Basic | ||
Loss from continuing operations (in dollars per share) | $ (0.34) | $ (1.38) |
Income from discontinued operations (in dollars per share) | 1.26 | |
Net loss basic (in dollars per share) | (0.34) | (0.12) |
Diluted | ||
Loss from continuing operations (in dollars per share) | (0.34) | (1.38) |
Income from discontinued operations (in dollars per share) | 1.26 | |
Net loss diluted (in dollars per share) | $ (0.34) | $ (0.12) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Thousands | Mar. 31, 2021USD ($) |
Subsequent Event [Member] | |
Irrevocable standby letter of credit | $ 1,800 |