Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-155375 | ||
Entity Registrant Name | PIONEER POWER SOLUTIONS, INC. | ||
Entity Central Index Key | 0001449792 | ||
Entity Tax Identification Number | 27-1347616 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 400 Kelby Street | ||
Entity Address, Address Line Two | 12th Floor | ||
Entity Address, City or Town | Fort Lee | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07024 | ||
City Area Code | 212 | ||
Local Phone Number | 867-0700 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | PPSI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22,900,000 | ||
Entity Common Stock, Shares Outstanding | 9,644,545 | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | New York, New York |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 18,311 | $ 19,490 |
Cost of goods sold | ||
Cost of goods sold | 16,918 | 18,063 |
Write down of inventory | 546 | |
Total cost of goods sold | 16,918 | 18,609 |
Gross profit | 1,393 | 881 |
Operating expenses | ||
Selling, general and administrative | 5,255 | 5,165 |
Total operating expenses | 5,255 | 5,165 |
Loss from continuing operations | (3,862) | (4,284) |
Interest income | (387) | (334) |
Other income | (1,292) | (969) |
Loss before taxes | (2,183) | (2,981) |
Income tax (benefit) expense | (16) | 5 |
Net loss | $ (2,167) | $ (2,986) |
Loss per share: | ||
Basic | $ (0.24) | $ (0.34) |
Diluted | $ (0.24) | $ (0.34) |
Weighted average common shares outstanding: | ||
Basic | 8,858 | 8,726 |
Diluted | 8,858 | 8,726 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 9,924 | $ 7,567 |
Restricted cash | 1,775 | |
Notes receivable | 5,778 | |
Accounts receivable, net | 2,429 | 2,587 |
Insurance receivable | 95 | |
Inventories, net | 4,160 | 2,403 |
Income taxes receivable | 407 | |
Prepaid expenses and other current assets | 1,069 | 897 |
Total current assets | 25,135 | 13,956 |
Property, plant and equipment, net | 516 | 433 |
Right-of-use assets | 2,237 | 1,504 |
Notes receivable | 5,350 | |
Other assets | 39 | 44 |
Total assets | 27,927 | 21,287 |
Current liabilities | ||
Accounts payable and accrued liabilities | 4,159 | 4,027 |
Deferred revenue | 2,423 | 714 |
Current maturities of long-term debt | 780 | |
Income taxes payable | 17 | |
Total current liabilities | 6,582 | 5,538 |
Long-term debt | 633 | |
Other long-term liabilities | 1,793 | 1,257 |
Total liabilities | 8,375 | 7,428 |
Commitments and contingencies (note 11) | ||
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; 9,640,545 and 8,726,045 shares issued and outstanding on December 31, 2021 and 2020, respectively | 10 | 9 |
Additional paid-in capital | 31,840 | 23,981 |
Accumulated other comprehensive income | 14 | 14 |
Accumulated deficit | (12,312) | (10,145) |
Total stockholders’ equity | 19,552 | 13,859 |
Total liabilities and stockholders’ equity | $ 27,927 | $ 21,287 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 9,640,545 | 8,726,045 |
Common stock, outstanding | 9,640,545 | 8,726,045 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (2,167) | $ (2,986) |
Depreciation | 153 | 203 |
Amortization of right-of-use assets | 285 | 261 |
Amortization of imputed interest | (428) | (448) |
Interest expense from PPP Loan | 4 | 9 |
Gain on forgiveness of PPP Loan | (1,417) | |
Non-cash cost of operating leases | 580 | 622 |
Change in receivable reserves | 71 | (57) |
Change in inventory reserves | 127 | (535) |
Write down of inventory | 546 | |
Change in long term payables | 4 | |
Proceeds from insurance receivable | 95 | 1,705 |
Gain on investments | (968) | |
Stock-based compensation | 186 | 3 |
Other | 3 | |
Changes in current operating assets and liabilities: | ||
Accounts receivable | 115 | 1,158 |
Inventories | (1,883) | 2,139 |
Prepaid expenses and other assets | (195) | (692) |
Income taxes | 397 | (501) |
Accounts payable and accrued liabilities | 27 | (3,352) |
Deferred revenue | 1,709 | (727) |
Net cash used in operating activities | (2,341) | (3,613) |
Investing activities | ||
Additions to property, plant and equipment | (237) | |
Proceeds from sale of investments | 2,436 | |
Change in notes receivable | 194 | |
Net cash (used in) / provided by investing activities | (237) | 2,630 |
Financing activities | ||
Bank overdrafts | (374) | |
Funding from PPP Loan | 1,404 | |
Payment of deferred purchase price | (397) | |
Payment of deferred payroll taxes | (100) | |
Net proceeds from the exercise of options for common stock | 58 | |
Net proceeds from issuance of common stock | 8,663 | |
Dividend paid to shareholders | (1,047) | |
Principal repayments of financing leases | (864) | (296) |
Net cash provided by financing activities | 6,710 | 337 |
Increase / (decrease) in cash and restricted cash | 4,132 | (646) |
Cash, and restricted cash, beginning of year | 7,567 | 8,213 |
Cash, and restricted cash, end of period | 11,699 | 7,567 |
Supplemental cash flow information: | ||
Interest paid | 3 | 28 |
Income taxes paid, net of refunds | (395) | 507 |
Non-cash investing and financing activities: | ||
Acquisition of right-of-use assets | $ 1,598 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance Beginning at Dec. 31, 2019 | $ 9 | $ 23,978 | $ 14 | $ (7,159) | $ 16,842 |
Balance Beginning (in shares) at Dec. 31, 2019 | 8,726,045 | ||||
Net loss | (2,986) | (2,986) | |||
Stock-based compensation | 3 | $ 3 | |||
Exercise of stock options (in shares) | |||||
Balance Ending at Dec. 31, 2020 | $ 9 | 23,981 | 14 | (10,145) | $ 13,859 |
Balance Ending (in shares) at Dec. 31, 2020 | 8,726,045 | 8,726,045 | |||
Net loss | (2,167) | $ (2,167) | |||
Stock-based compensation | 186 | 186 | |||
Dividend to shareholders | (1,047) | (1,047) | |||
Exercise of stock options | 58 | $ 58 | |||
Exercise of stock options (in shares) | 26,000 | 26,000 | |||
Issuance of common stock, net of transaction costs | $ 1 | 8,662 | $ 8,663 | ||
Issuance of common stock, net of transaction costs (in shares) | 888,500 | ||||
Balance Ending at Dec. 31, 2021 | $ 10 | $ 31,840 | $ 14 | $ (12,312) | $ 19,552 |
Balance Ending (in shares) at Dec. 31, 2021 | 9,640,545 | 9,640,545 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
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”) design, manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, used and new power generation equipment and mobile electric vehicle (“EV”) charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. The Company is headquartered in Fort Lee, New Jersey and operates from three ( 3 NASDAQ Listing On September 24, 2013, the Company completed an underwritten public offering of 1,265,000 7.00 7.9 million 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 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 5 2.5 7.5 million 1.8 million 5 3.2 194 428 5.8 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, 2021. 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, 2021, the Company had $ 9.9 18.6 On June 1, 2021 0.12 June 22, 2021 July 7, 2021 0.12 0.001 1 On October 20, 2020, we entered into an At The Market Sale Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell our common shares having an aggregate price of up to $ 9 888,500 9 10.1288 273 3.0% 270 8.7 During the first quarter of 2021, the Company executed a cash collateral security agreement with a commercial bank, which agreement 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 1.8 million In November 2016, the FASB issued amended guidance to ASU No. 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and restricted cash and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the audited consolidated statement of cash flows: December 31, 2021 2020 Cash $ 9,924 $ 7,567 Restricted cash 1,775 — Total cash and restricted cash as shown in the statement of cash flows $ 11,699 $ 7,567 COVID-19 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, 2021, the Company experienced an impact to productivity as a result of following social distancing guidelines and practicing personal protective measures. Notwithstanding, the Company has been able to operate substantially at capacity during the COVID-19 pandemic. 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, then 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 a loan under the SBA Paycheck Protection Program (the “PPP Loan”) in the amount of $ 1.4 million Under the terms of the PPP Loan, the Company was eligible for full or partial loan forgiveness. During the first quarter of 2021, the Company received full forgiveness of the PPP Loan and recognized a $ 1.4 million 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, 2021 | |
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. 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 and income tax provision. 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) the Company satisfies performance obligations. 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. Revenue from the sale of our products is predominantly recognized at a point in 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. Certain sales of highly customized large equipment are recognized over time when such equipment has no alternative use and the Company has an enforceable right to payment for performance completed to date. Revenue for such agreements is recognized under the input method based on cost incurred relative to the estimated cost expected to be consumed to complete the project. 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 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 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, restricted cash, 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. Concentrations The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: At December 31, 2021 and 2020, two customers represented approximately 43 42 For the year ended December 31, 2021, two customers represented approximately 41 34 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 9.7 million 7.3 million Restricted Cash Restricted Cash consists of a cash collateral security agreement with a commercial bank which required the Company to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit. 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 $ 140 69 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 5 15 3 5 5 7 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 asset, net recorded as of December 31, 2021 and 2020 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 14 - 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 6 - 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 16 - Basic and Diluted Net Loss Per Share). 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 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. 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 five 50,000 16.00 five 50,000 20.00 10:1 reverse stock split 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 1.4 million 968 No other changes in valuation techniques or inputs occurred during the year ended December 31, 2021 and 2020. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the year ended December 31, 2021 and 2020. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 4. REVENUES Nature of our products and services Our principal products and services include electric power systems, distributed energy resources, used and new power generation equipment and mobile electric vehicle (“EV”) charging solutions. Products Our T&D Solutions business provides electric power systems, including e-Bloc, and distributed energy resources that help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy requirements Our Critical Power business provides customers with our suite of mobile e-Boost electric vehicle charging solutions and new and refurbished power generation equipment. 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. Revenue from the sale of our products is predominantly recognized at a point in 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. Certain sales of highly customized large equipment are recognized over time when such equipment has no alternative use and the Company has an enforceable right to payment for performance completed to date. Revenue for such agreements is recognized under the input method based on cost incurred relative to the estimated cost expected to be consumed to complete the project. During the year ended December 31, 2021, the Company recognized $ 3.5 million of revenue over time and incurred costs of $ 3.1 million related to a single contract for a highly customized large equipment order. Additionally, the Company recognized $ 7.9 million of revenue at a point in time from the sale of our products during the year ended December 31, 2021. 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 Company recognized $ 6.9 million of service revenue during the year ended December 31, 2021. During the year ended December 31, 2021, the Company recognized approximately $ 714 1.4 million Return of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the years ended December 31, 2021 and 2020 were insignificant. The following table presents our revenues disaggregated by revenue discipline: For the Year Ended December 31, 2021 2020 Products $ 11,375 $ 11,831 Services 6,936 7,659 Total revenue $ 18,311 $ 19,490 See Note 15 - Business Segment, Geographic and Customer Information. |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | 5. OTHER INCOME Other income 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, 2021, other income was $ 1.3 million 969 1.4 million 968 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 6. INVENTORIES The components of inventories are summarized below: December 31, 2021 2020 Raw materials $ 1,354 $ 1,719 Work in process 3,233 1,420 Provision for excess and obsolete inventory (427 ) (736 ) Total inventories $ 4,160 $ 2,403 Inventories are stated at the lower of cost or a net realizable value determined on a weighted average method. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 7. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized below: December 31, 2021 2020 Machinery and equipment $ 1,396 $ 1,210 Furniture and fixtures 205 205 Computer hardware and software 541 669 Leasehold improvements 322 337 2,464 2,421 Less: accumulated depreciation (1,948 ) (1,988 ) Total property, plant and equipment, net $ 516 $ 433 Depreciation expense was $ 153 203 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | 8. NOTES RECEIVABLE In connection with the sale of the transformer business units in August 2019, amongst other consideration, we received two subordinated promissory notes in the aggregate principal amount of $ 5 2.5 7.5 4.0 December 31, 2022 1.8 million 5 3.2 194 428 5.8 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities are summarized below: December 31, 2021 2020 Accounts payable $ 2,089 $ 2,233 Accrued liabilities 1,263 1,079 Current portion of lease liabilities 807 715 Total accounts payable and accrued liabilities $ 4,159 $ 4,027 Accrued liabilities primarily consist of accrued insurance, accrued sales commissions and accrued compensation and benefits. At December 31, 2021 and 2020, accrued insurance was $ 481 445 247 122 270 256 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT On March 27, 2020, then 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 Under the terms of the PPP Loan, the Company was eligible for full or partial loan forgiveness. The Company received full forgiveness of the PPP Loan during the first quarter of 2021 and recognized a $ 1.4 million At December 31, 2020, $ 633 780 Schedule of debt December 31, 2021 2020 PPP Loan $ — $ 1,413 Less: current portion — 780 Total long-term obligations $ — $ 633 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. 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 5 5 1.6 million 1.4 million 1.1 million 776 As of December 31, 2021 and 2020, assets recorded under operating leases were $ 3.9 million 2.5 million 2.3 million 1.7 million 1.4 million The components of the lease expense were as follows: For the Year Ended December 31, 2021 2020 Operating lease cost $ 641 $ 669 Finance lease cost Amortization of right-of-use asset $ 285 $ 261 Interest on lease liabilities 41 53 Total finance lease cost $ 326 $ 314 Other information related to leases was as follows: Supplemental Cash Flows Information December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ 632 $ 677 Operating cash flow payments for finance leases 41 53 Financing cash flow payments for finance leases 292 235 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities arising from obtaining right of use assets 1,418 390 Capitalized lease obligations 180 295 Weighted Average Remaining Lease Term December 31, 2021 2020 Operating leases 3 years 3 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2021 2020 Operating leases 5.50 % 5.50 % Finance leases 6.75 % 6.72 % Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: Operating Finance Leases Leases 2022 684 236 2023 610 298 2024 446 61 2025 95 77 Thereafter 24 — Total future minmum lease payments 1,859 672 Less imputed interest (146 ) (59 ) Total future minmum lease payments $ 1,713 $ 613 Reported as of December 31, 2021: Operating Finance Leases Leases Right-of-use assets $ 565 $ 1,672 Operating Finance Leases Leases Accounts payable and accrued liabilities $ 605 $ 202 Other long-term liabilities 1,108 411 Total $ 1,713 $ 613 Litigation and Claims From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of 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 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 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 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. Terms of the settlement were not disclosed; however, the Company agreed to pay Myers Power Products, Inc. an amount that did not differ significantly from the $ 1.2 million We can give no assurance that any other lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. As of the date hereof, we are not aware of or a party to any legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results. We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 12. STOCKHOLDERS’ EQUITY Common Stock The Company had 9,640,545 8,726,045 0.001 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 0.001 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. 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 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 On October 13, 2021, our board of directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”), subject to stockholder approval, which was obtained on November 11, 2021. Our outside directors and our employees, including the principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible to participate in the 2021 Plan. The 2021 Plan allows for the granting of incentive stock options, non-qualified 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 2021 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 2021 Plan is 900,000 900,000 Stock-based compensation expense recorded for the year ended December 31, 2021 and 2020 was approximately $ 186 3 77 The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2021 2020 Expected volatility 31.1 % 31.1 % Expected life in years 5.5 5.5 Risk-free interest rate 2.1 % 0.5 % A summary of stock option activity for the years ended December 31, 2021 and 2020, and changes during the years then ended is presented below: Stock Weighted average Weighted Aggregate 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 January 1, 2021 440,400 $ 6.58 5.80 $ 155 Granted 236,667 3.31 Exercised (26,000 ) 1.10 Forfeited (3,400 ) 12.00 Outstanding as of December 31, 2021 647,667 $ 5.53 6.40 $ 1,442 Exercisable as of December 31, 2021 411,000 $ 6.81 4.80 $ 451 Intrinsic value is the difference between the market value of the stock at December 31, 2021 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, 2021 2020 Weighted-average fair value of options granted (per share) $ 0.97 $ 0.49 Intrinsic value gain of options exercised 137 — Cash receipts from exercise of options 58 — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The components of loss before income taxes are summarized below: Year Ended Decmber 31, 2021 2020 Loss before income taxes U.S. operations $ (2,183 ) $ (2,981 ) Loss before income taxes $ (2,183 ) $ (2,981 ) The components of the income tax provision were as follows : Year Ended Decmber 31, 2021 2020 Current State $ (16 ) $ 5 Total income tax provision $ (16 ) $ 5 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, 2021 2020 Federal income tax at statutory rate $ (459 ) $ (626 ) State and local income tax, net (108 ) (120 ) Other permanent items (379 ) 5 Expired foreign tax credits 178 — Valuation allowance 611 748 True-up 143 — Other (2 ) (2 ) Total $ (16 ) $ 5 The Company’s provision for income taxes reflects an effective tax rate on loss before income taxes of 0.7 (0.2) The net deferred income tax asset (liability) was comprised of the following: December 31, 2021 2020 Noncurrent deferred income taxes Total assets $ 82 $ 68 Total liabilities (82 ) (68 ) 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, 2021 2020 Deferred tax assets U.S. net operating loss carry forward $ 2,600 $ 1,367 Non-deductible reserves 1,390 1,609 Tax credits 4,454 4,631 Fixed assets 24 15 Intangibles 1,738 1,959 Valuation allowance (10,124 ) (9,513 ) Net deferred tax assets 82 68 Deferred tax liabilities Fixed assets (45 ) (28 ) Other (37 ) (40 ) Net deferred tax liabilities (82 ) (68 ) 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, 2021, the Company has a net operating loss carryforward of $ 10.3 million 10.1 million 10.1 million 611 4.4 million 39 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 2015 and forward by the U.S. Internal Revenue Service and most state jurisdictions, and the years 2016 and forward for the Canadian jurisdiction. |
BUSINESS SEGMENT, GEOGRAPHIC AN
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION | 15. 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 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 loss: Schedule of information about segment income and loss and segment assets For the Year Ended December 31, 2021 2020 Revenues T&D Solutions Switchgear $ 9,484 $ 10,257 9,484 10,257 Critical Power Solutions Equipment 1,891 1,574 Service 6,936 7,659 8,827 9,233 Consolidated $ 18,311 $ 19,490 For the Year Ended December 31, 2021 2020 Depreciation and amortization T&D Solutions $ 61 $ 113 Critical Power Solutions 349 319 Unallocated corporate overhead expenses 28 32 Consolidated $ 438 $ 464 For the Year Ended December 31, 2021 2020 Operating loss T&D Solutions $ (1,060 ) $ (1,934 ) Critical Power Solutions (385 ) (430 ) Unallocated corporate overhead expenses (2,417 ) (1,920 ) Consolidated $ (3,862 ) $ (4,284 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2021 2020 Assets T&D Solutions $ 6,490 $ 3,443 Critical Power Solutions 3,573 3,705 Corporate 17,864 14,139 Consolidated $ 27,927 $ 21,287 Corporate assets consisted primarily of cash, restricted cash and notes receivable. Revenues are attributable to countries based on the location of the Company’s customers: For the Year Ended December 31, 2021 2020 Revenues United States $ 18,311 $ 19,490 Sales to CleanSpark accounted for approximately 22 34 The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: December 31, 2021 2020 Property, plant and equipment United States $ 516 $ 433 |
BASIC AND DILUTED LOSS PER COMM
BASIC AND DILUTED LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER COMMON SHARE | 16. 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, 2021 2020 Numerator: Net loss $ (2,167 ) $ (2,986 ) Denominator: Weighted average basic shares outstanding 8,858 8,726 Effect of dilutive securities - equity based compensation plans — — Denominator for diluted net loss per common share 8,858 8,726 Net loss per common share: Basic $ (0.24 ) $ (0.34 ) Diluted $ (0.24 ) $ (0.34 ) As of December 31, 2021 and 2020, diluted loss per share excludes 411 and 370 potentially dilutive common shares related to vested option awards, as their effect was anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation 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. |
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 and income tax provision. 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. 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. Revenue from the sale of our products is predominantly recognized at a point in 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. Certain sales of highly customized large equipment are recognized over time when such equipment has no alternative use and the Company has an enforceable right to payment for performance completed to date. Revenue for such agreements is recognized under the input method based on cost incurred relative to the estimated cost expected to be consumed to complete the project. 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 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, restricted cash, 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. |
Concentrations | Concentrations The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: At December 31, 2021 and 2020, two customers represented approximately 43 42 For the year ended December 31, 2021, two customers represented approximately 41 34 |
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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 9.7 million 7.3 million |
Restricted Cash | Restricted Cash Restricted Cash consists of a cash collateral security agreement with a commercial bank which required the Company to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit. |
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 $ 140 69 |
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 5 15 3 5 5 7 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 asset, net recorded as of December 31, 2021 and 2020 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 14 - 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 6 - 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 16 - Basic and Diluted Net Loss Per Share). |
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 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 |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the audited consolidated statement of cash flows: | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the audited consolidated statement of cash flows: December 31, 2021 2020 Cash $ 9,924 $ 7,567 Restricted cash 1,775 — Total cash and restricted cash as shown in the statement of cash flows $ 11,699 $ 7,567 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
The following table presents our revenues disaggregated by revenue discipline: | The following table presents our revenues disaggregated by revenue discipline: For the Year Ended December 31, 2021 2020 Products $ 11,375 $ 11,831 Services 6,936 7,659 Total revenue $ 18,311 $ 19,490 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
The components of inventories are summarized below: | The components of inventories are summarized below: December 31, 2021 2020 Raw materials $ 1,354 $ 1,719 Work in process 3,233 1,420 Provision for excess and obsolete inventory (427 ) (736 ) Total inventories $ 4,160 $ 2,403 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment are summarized below: | Property, plant and equipment are summarized below: December 31, 2021 2020 Machinery and equipment $ 1,396 $ 1,210 Furniture and fixtures 205 205 Computer hardware and software 541 669 Leasehold improvements 322 337 2,464 2,421 Less: accumulated depreciation (1,948 ) (1,988 ) Total property, plant and equipment, net $ 516 $ 433 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
The components of accounts payable and accrued liabilities are summarized below: | The components of accounts payable and accrued liabilities are summarized below: December 31, 2021 2020 Accounts payable $ 2,089 $ 2,233 Accrued liabilities 1,263 1,079 Current portion of lease liabilities 807 715 Total accounts payable and accrued liabilities $ 4,159 $ 4,027 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt December 31, 2021 2020 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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
The components of the lease expense were as follows: | The components of the lease expense were as follows: For the Year Ended December 31, 2021 2020 Operating lease cost $ 641 $ 669 Finance lease cost Amortization of right-of-use asset $ 285 $ 261 Interest on lease liabilities 41 53 Total finance lease cost $ 326 $ 314 |
Other information related to leases was as follows: | Other information related to leases was as follows: Supplemental Cash Flows Information December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ 632 $ 677 Operating cash flow payments for finance leases 41 53 Financing cash flow payments for finance leases 292 235 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities arising from obtaining right of use assets 1,418 390 Capitalized lease obligations 180 295 Weighted Average Remaining Lease Term December 31, 2021 2020 Operating leases 3 years 3 years Finance leases 2 years 2 years Weighted Average Discount Rate December 31, 2021 2020 Operating leases 5.50 % 5.50 % Finance leases 6.75 % 6.72 % |
Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: | Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: Operating Finance Leases Leases 2022 684 236 2023 610 298 2024 446 61 2025 95 77 Thereafter 24 — Total future minmum lease payments 1,859 672 Less imputed interest (146 ) (59 ) Total future minmum lease payments $ 1,713 $ 613 |
Reported as of December 31, 2021: | Reported as of December 31, 2021: Operating Finance Leases Leases Right-of-use assets $ 565 $ 1,672 Operating Finance Leases Leases Accounts payable and accrued liabilities $ 605 $ 202 Other long-term liabilities 1,108 411 Total $ 1,713 $ 613 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: | The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2021 2020 Expected volatility 31.1 % 31.1 % Expected life in years 5.5 5.5 Risk-free interest rate 2.1 % 0.5 % |
A summary of stock option activity for the years ended December 31, 2021 and 2020, and changes during the years then ended is presented below: | A summary of stock option activity for the years ended December 31, 2021 and 2020, and changes during the years then ended is presented below: Stock Weighted average Weighted Aggregate 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 January 1, 2021 440,400 $ 6.58 5.80 $ 155 Granted 236,667 3.31 Exercised (26,000 ) 1.10 Forfeited (3,400 ) 12.00 Outstanding as of December 31, 2021 647,667 $ 5.53 6.40 $ 1,442 Exercisable as of December 31, 2021 411,000 $ 6.81 4.80 $ 451 |
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: | Intrinsic value is the difference between the market value of the stock at December 31, 2021 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, 2021 2020 Weighted-average fair value of options granted (per share) $ 0.97 $ 0.49 Intrinsic value gain of options exercised 137 — Cash receipts from exercise of options 58 — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
The components of loss before income taxes are summarized below: | The components of loss before income taxes are summarized below: Year Ended Decmber 31, 2021 2020 Loss before income taxes U.S. operations $ (2,183 ) $ (2,981 ) Loss before income taxes $ (2,183 ) $ (2,981 ) |
The components of the income tax provision were as follows | The components of the income tax provision were as follows : Year Ended Decmber 31, 2021 2020 Current State $ (16 ) $ 5 Total income tax provision $ (16 ) $ 5 |
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: | 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, 2021 2020 Federal income tax at statutory rate $ (459 ) $ (626 ) State and local income tax, net (108 ) (120 ) Other permanent items (379 ) 5 Expired foreign tax credits 178 — Valuation allowance 611 748 True-up 143 — Other (2 ) (2 ) Total $ (16 ) $ 5 |
The net deferred income tax asset (liability) was comprised of the following: | The net deferred income tax asset (liability) was comprised of the following: December 31, 2021 2020 Noncurrent deferred income taxes Total assets $ 82 $ 68 Total liabilities (82 ) (68 ) 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: | 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, 2021 2020 Deferred tax assets U.S. net operating loss carry forward $ 2,600 $ 1,367 Non-deductible reserves 1,390 1,609 Tax credits 4,454 4,631 Fixed assets 24 15 Intangibles 1,738 1,959 Valuation allowance (10,124 ) (9,513 ) Net deferred tax assets 82 68 Deferred tax liabilities Fixed assets (45 ) (28 ) Other (37 ) (40 ) Net deferred tax liabilities (82 ) (68 ) Deferred asset, net $ — $ — |
BUSINESS SEGMENT, GEOGRAPHIC _2
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of information about segment income and loss and segment assets | The following tables present information about segment loss: Schedule of information about segment income and loss and segment assets For the Year Ended December 31, 2021 2020 Revenues T&D Solutions Switchgear $ 9,484 $ 10,257 9,484 10,257 Critical Power Solutions Equipment 1,891 1,574 Service 6,936 7,659 8,827 9,233 Consolidated $ 18,311 $ 19,490 For the Year Ended December 31, 2021 2020 Depreciation and amortization T&D Solutions $ 61 $ 113 Critical Power Solutions 349 319 Unallocated corporate overhead expenses 28 32 Consolidated $ 438 $ 464 For the Year Ended December 31, 2021 2020 Operating loss T&D Solutions $ (1,060 ) $ (1,934 ) Critical Power Solutions (385 ) (430 ) Unallocated corporate overhead expenses (2,417 ) (1,920 ) Consolidated $ (3,862 ) $ (4,284 ) The following table presents information which reconciles segment assets to consolidated total assets: December 31, 2021 2020 Assets T&D Solutions $ 6,490 $ 3,443 Critical Power Solutions 3,573 3,705 Corporate 17,864 14,139 Consolidated $ 27,927 $ 21,287 |
Revenues are attributable to countries based on the location of the Company’s customers: | Revenues are attributable to countries based on the location of the Company’s customers: For the Year Ended December 31, 2021 2020 Revenues United States $ 18,311 $ 19,490 |
The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: | The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: December 31, 2021 2020 Property, plant and equipment United States $ 516 $ 433 |
BASIC AND DILUTED LOSS PER CO_2
BASIC AND DILUTED LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): | 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, 2021 2020 Numerator: Net loss $ (2,167 ) $ (2,986 ) Denominator: Weighted average basic shares outstanding 8,858 8,726 Effect of dilutive securities - equity based compensation plans — — Denominator for diluted net loss per common share 8,858 8,726 Net loss per common share: Basic $ (0.24 ) $ (0.34 ) Diluted $ (0.24 ) $ (0.34 ) |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | Nov. 08, 2021USD ($)$ / sharesshares | Jul. 07, 2021USD ($)$ / shares | Jun. 01, 2021$ / shares | Oct. 20, 2020USD ($) | Jun. 28, 2019USD ($) | Sep. 24, 2013USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)N$ / shares | Dec. 31, 2020USD ($)$ / shares | Apr. 13, 2020USD ($) | Aug. 16, 2019USD ($) |
Number of additional locations | N | 3 | ||||||||||||
Number of shares issued | shares | 888,500 | ||||||||||||
Net proceeds from stock issued | $ 8,700,000 | $ 8,663,000 | |||||||||||
Number of reportable segments | N | 2 | ||||||||||||
Change in note receivable | 194,000 | ||||||||||||
Cash | 9,924,000 | $ 7,567,000 | |||||||||||
Working capital | $ 18,600,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Dividend paid | $ 1,047,000 | ||||||||||||
Aggregate price market sale agreement | $ 9,000,000 | ||||||||||||
Gross proceeds from stock issued | $ 9,000,000 | 8,663,000 | |||||||||||
Price per share | $ / shares | $ 10.1288 | ||||||||||||
Costs related to common shares issued | $ 273,000 | ||||||||||||
Placement fee (percent) | 3.00% | ||||||||||||
Placement fee | $ 270,000 | ||||||||||||
Irrevocable standby letter of credit | 1,800,000 | ||||||||||||
Restricted Cash | 1,775,000 | ||||||||||||
Gain on extinguishment of debt | 1,417,000 | ||||||||||||
Dividend Declared [Member] | |||||||||||||
Dividend date declared | Jun. 1, 2021 | ||||||||||||
Dividend amount (in dollars per share) | $ / shares | $ 0.12 | ||||||||||||
Dividend record date | Jun. 22, 2021 | ||||||||||||
Dividend payment date | Jul. 7, 2021 | ||||||||||||
Dividend Paid [Member] | |||||||||||||
Dividend amount (in dollars per share) | $ / shares | $ 0.12 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Dividend paid | $ 1,000,000 | ||||||||||||
PPP Loan [Member] | |||||||||||||
Loan face value | $ 1,404,000 | ||||||||||||
Gain on extinguishment of debt | $ 1,400,000 | 1,400,000 | |||||||||||
Transformer Business Units [Member] | |||||||||||||
Purchase price of divestiture | $ 68,000,000 | ||||||||||||
Transformer Business Units [Member] | Subordinated Debt [Member] | |||||||||||||
Principal amount | 7,500,000 | $ 7,500,000 | |||||||||||
Cash payment for promissory note | $ 1,800,000 | ||||||||||||
Change in note receivable | $ 194,000 | ||||||||||||
Revaluation of note | 428,000 | ||||||||||||
Carrying value of note | 5,800,000 | ||||||||||||
Transformer Business Units [Member] | Subordinated Debt [Member] | First Seller Note [Member] | |||||||||||||
Principal amount | 5,000,000 | $ 3,200,000 | 5,000,000 | ||||||||||
Transformer Business Units [Member] | Subordinated Debt [Member] | Second Seller Note [Member] | |||||||||||||
Principal amount | $ 2,500,000 | $ 2,500,000 | |||||||||||
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | |||||||||||||
Carrying value of note | $ 5,800,000 | ||||||||||||
IPO [Member] | |||||||||||||
Number of shares issued | shares | 1,265,000 | ||||||||||||
Share Price | $ / shares | $ 7 | ||||||||||||
Net proceeds from stock issued | $ 7,900,000 |
The following table provides a
The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the audited consolidated statement of cash flows: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 9,924 | $ 7,567 | |
Restricted cash | 1,775 | ||
Total cash and restricted cash as shown in the statement of cash flows | $ 11,699 | $ 7,567 | $ 8,213 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts at each institution insured by FDIC | $ 250 | |
Cash in excess of FDIC insured limits | 9,700 | $ 7,300 |
Allowance for doubtful accounts | $ 140 | $ 69 |
Building [Member] | ||
Estimated useful lives | 25 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 15 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Estimated useful lives | 7 years | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration percentage | 43.00% | 42.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration percentage | 41.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration percentage | 34.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - CleanSpark [Member] - USD ($) | Jan. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Common Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Reverse stock split | 10:1 reverse stock split | ||
Proceeds from sale | $ 2,400,000 | ||
Unrealized mark to market loss | 1,400,000 | ||
Net gain | 968,000 | ||
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 | ||
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 | ||
Common Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of shares converted | 175,000 | ||
Net gain | $ 968,000 |
The following table presents ou
The following table presents our revenues disaggregated by revenue discipline: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 18,311 | $ 19,490 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,375 | 11,831 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,936 | $ 7,659 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 18,311,000 | $ 19,490,000 |
Contract costs incurred | 3,100,000 | |
Revenue recognized from deferred revenue | 714,000 | 1,400,000 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,936,000 | $ 7,659,000 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,500,000 | |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,900,000 |
OTHER INCOME (Details Narrative
OTHER INCOME (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other income | $ 1,292,000 | $ 969,000 | |
Gain for extinguishment of debt | 1,417,000 | ||
CleanSpark [Member] | Common Stock [Member] | |||
Net gain | $ 968,000 | ||
PPP Loan [Member] | |||
Gain for extinguishment of debt | $ 1,400,000 | $ 1,400,000 |
The components of inventories a
The components of inventories are summarized below: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,354 | $ 1,719 |
Work in process | 3,233 | 1,420 |
Provision for excess and obsolete inventory | (427) | (736) |
Total inventories | $ 4,160 | $ 2,403 |
Property, plant and equipment a
Property, plant and equipment are summarized below: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,464 | $ 2,421 |
Less: Accumulated depreciation | (1,948) | (1,988) |
Total property, plant and equipment, net | 516 | 433 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,396 | 1,210 |
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 | 541 | 669 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 322 | $ 337 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 153 | $ 203 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2019 | Jun. 28, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Change in notes receivable | $ 194,000 | |||||
Transformer Business Units [Member] | Subordinated Debt [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 7,500,000 | $ 7,500,000 | ||||
Interest rate | 4.00% | |||||
Maturity date | Dec. 31, 2022 | |||||
Cash payment for promissory note | $ 1,800,000 | |||||
Change in notes receivable | $ 194,000 | |||||
Revaluation of note | $ 428,000 | |||||
Carrying value | $ 5,800,000 | |||||
Transformer Business Units [Member] | Subordinated Debt [Member] | First Seller Note [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 3,200,000 | 5,000,000 | 5,000,000 | |||
Transformer Business Units [Member] | Subordinated Debt [Member] | Second Seller Note [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal amount | $ 2,500,000 | $ 2,500,000 |
The components of accounts paya
The components of accounts payable and accrued liabilities are summarized below: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,089 | $ 2,233 |
Accrued liabilities | 1,263 | 1,079 |
Current portion of lease liabilities | 807 | 715 |
Total accounts payable and accrued liabilities | $ 4,159 | $ 4,027 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued insurance | $ 481 | $ 445 |
Accrued sales commission | 247 | 122 |
Employee compensation and benefits | $ 270 | $ 256 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2020 | |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of debt | $ 1,417,000 | |||
Long-term debt | 633,000 | |||
Current maturities of long-term debt | 780,000 | |||
PPP Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan face value | $ 1,404,000 | |||
Gain on extinguishment of debt | $ 1,400,000 | $ 1,400,000 | ||
Long-term debt | 633,000 | |||
Current maturities of long-term debt | $ 780,000 |
Schedule of debt (Details)
Schedule of debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
PPP Loan | $ 1,413 | |
Less: current portion | 780 | |
Total long-term obligations | $ 633 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 20, 2020 | Nov. 26, 2016 | Oct. 16, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Other Commitments [Line Items] | ||||||
Lease extended term (in years) | 5 years | |||||
Assets under finance leases | $ 1,600,000 | $ 1,400,000 | ||||
Accumulated amortization associated with finance leases | 1,100,000 | 776,000 | ||||
Assets under operating leases | 3,900,000 | 2,500,000 | ||||
Accumulated amortization associated with operating leases | 2,300,000 | 1,700,000 | ||||
Operating lease liabilities arising from obtaining right of use assets | $ 1,418,000 | $ 390,000 | ||||
Material percentage of common stock for adverse interest | 5.00% | |||||
Myers Power Products, Inc. [Member] | ||||||
Other Commitments [Line Items] | ||||||
Litigation costs | $ 1,200,000 | |||||
Myers Power Products, Inc. [Member] | Settled Litigation [Member] | ||||||
Other Commitments [Line Items] | ||||||
Settlement payment | $ 1,200,000 | |||||
Myers Power Products, Inc. Modified Preliminary Injunction [Member] | Bond [Member] | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | $ 12,000,000 | |||||
Minimum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Remaining lease term (in years) | 1 year | |||||
Minimum [Member] | Myers Power Products, Inc. Ex Parte Application [Member] | Bond [Member] | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | $ 30,000 | |||||
Maximum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Remaining lease term (in years) | 5 years |
The components of the lease exp
The components of the lease expense were as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 641 | $ 669 |
Finance lease cost | ||
Amortization of right-of-use asset | 285 | 261 |
Interest on lease liabilities | 41 | 53 |
Total finance lease cost | $ 326 | $ 314 |
Other information related to le
Other information related to leases was as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flow payments for operating leases | $ 632 | $ 677 |
Operating cash flow payments for finance leases | 41 | 53 |
Financing cash flow payments for finance leases | 292 | 235 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating lease liabilities arising from obtaining right of use assets | 1,418 | 390 |
Capitalized lease obligations | $ 180 | $ 295 |
Operating leases (in years) | 3 years | 3 years |
Finance leases (in years) | 2 years | 2 years |
Operating leases (in percent) | 5.50% | 5.50% |
Finance leases (in percent) | 6.75% | 6.72% |
Future minimum lease payments u
Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, 2022 | $ 684 |
Finance Leases, 2022 | 236 |
Operating Leases, 2023 | 610 |
Finance Leases, 2023 | 298 |
Operating Leases, 2024 | 446 |
Finance Leases, 2024 | 61 |
Operating Leases, 2025 | 95 |
Finance Leases, 2025 | 77 |
Operating Leases, Thereafter | 24 |
Finance Leases, Thereafter | |
Operating Leases, Total future minmum lease payments | 1,859 |
Finance Leases, Total future minmum lease payments | 672 |
Operating Leases, Less imputed interest | (146) |
Finance Leases, Less imputed interest | (59) |
Operating Leases, Total future minmum lease payments | 1,713 |
Finance Leases, Total future minmum lease payments | $ 613 |
Reported as of December 31, 202
Reported as of December 31, 2021: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | Right-of-use assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | Right-of-use assets |
Right-of-use assets - Operating Leases | $ 3,900 | $ 2,500 |
Right-of-use assets - Finance Leases | 1,600 | $ 1,400 |
Operating Leases | 1,713 | |
Finance Leases | 613 | |
Right of Use Assets [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets - Operating Leases | 565 | |
Right-of-use assets - Finance Leases | 1,672 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases | 605 | |
Finance Leases | 202 | |
Other Noncurrent Liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases | 1,108 | |
Finance Leases | $ 411 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Common stock, outstanding shares | 9,640,545 | 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 |
The fair value of the stock opt
The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected volatility | 31.10% | 31.10% |
Expected life in years | 5 years 6 months | 5 years 6 months |
Risk-free interest rate | 2.10% | 0.50% |
A summary of stock option activ
A summary of stock option activity for the years ended December 31, 2021 and 2020, and changes during the years then ended is presented below: (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding at beginning of period | 440,400 | 379,800 |
Outstanding at beginning of period | $ 6.58 | $ 7.54 |
Outstanding at beginning of period | 5 years 9 months 18 days | 6 years 1 month 6 days |
Outstanding at beginning of period | $ 155 | |
Granted | 236,667 | 70,000 |
Granted | $ 3.31 | $ 1.68 |
Exercised | (26,000) | |
Exercised | $ 1.10 | |
Forfeited | (3,400) | (9,400) |
Forfeited | $ 12 | $ 8.55 |
Outstanding at end of period | 647,667 | 440,400 |
Outstanding at end of period | $ 5.53 | $ 6.58 |
Outstanding at end of period | 6 years 4 months 24 days | |
Outstanding at end of period | $ 1,442 | $ 155 |
Exercisable at end of period | 411,000 | |
Exercisable at end of period | $ 6.81 | |
Exercisable at end of period | 4 years 9 months 18 days | |
Exercisable at end of period | $ 451 |
A summary of the weighted-avera
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: (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-average fair value of options granted (per share) | $ 0.97 | $ 0.49 |
Intrinsic value gain of options exercised | $ 137 | |
Cash receipts from exercise of options | $ 58 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 13, 2021 | May 11, 2011 | Dec. 02, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 186 | $ 3 | |||
Stock-based compensation expense to be recognized | $ 77 | ||||
2009 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved | 320,000 | ||||
2011 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved | 700,000 | ||||
2021 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved | 900,000 | ||||
Common stock available for grant | 900,000 |
The components of loss before i
The components of loss before income taxes are summarized below: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss before income taxes | ||
U.S. operations | $ (2,183) | $ (2,981) |
Loss before income taxes | $ (2,183) | $ (2,981) |
The components of the income ta
The components of the income tax provision were as follows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
State | $ (16) | $ 5 |
Total income tax provision | $ (16) | $ 5 |
A reconciliation from the statu
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: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rate | $ (459) | $ (626) |
State and local income tax, net | (108) | (120) |
Other permanent items | (379) | 5 |
Expired foreign tax credits | 178 | |
Valuation allowance | 611 | 748 |
True-up | 143 | |
Other | (2) | (2) |
Total | $ (16) | $ 5 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective tax rate | 0.70% | (0.20%) |
Net operating loss carryforward | $ 10,300,000 | |
Deferred tax assets | 10,100,000 | |
Valuation allowance | 10,124,000 | $ 9,513,000 |
Increase in valuation allowance | 611,000 | |
Research Tax Credit Carryforward [Member] | ||
Tax credits carryforwards | 39,000 | |
Foreign Tax Authority [Member] | ||
Tax credits carryforwards | $ 4,400,000 |
The net deferred income tax ass
The net deferred income tax asset (liability) was comprised of the following: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Noncurrent deferred income taxes | ||
Total assets | $ 82 | $ 68 |
Total liabilities | (82) | (68) |
Net noncurrent deferred income tax asset | ||
Net deferred income tax asset |
The tax effect of temporary dif
The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
U.S. net operating loss carry forward | $ 2,600 | $ 1,367 |
Non-deductible reserves | 1,390 | 1,609 |
Tax credits | 4,454 | 4,631 |
Fixed assets | 24 | 15 |
Intangibles | 1,738 | 1,959 |
Valuation allowance | (10,124) | (9,513) |
Net deferred tax assets | 82 | 68 |
Deferred tax liabilities | ||
Fixed assets | (45) | (28) |
Other | (37) | (40) |
Net deferred tax liabilities | (82) | (68) |
Deferred asset, net |
Schedule of information about s
Schedule of information about segment income and loss and segment assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 18,311 | $ 19,490 |
Depreciation and Amortization | 438 | 464 |
Operating Loss | (3,862) | (4,284) |
Assets | 27,927 | 21,287 |
Operating Segments [Member] | T & D Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,484 | 10,257 |
Depreciation and Amortization | 61 | 113 |
Operating Loss | (1,060) | (1,934) |
Assets | 6,490 | 3,443 |
Operating Segments [Member] | T & D Solutions [Member] | Switchgear [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,484 | 10,257 |
Operating Segments [Member] | Critical Power Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,827 | 9,233 |
Depreciation and Amortization | 349 | 319 |
Operating Loss | (385) | (430) |
Assets | 3,573 | 3,705 |
Operating Segments [Member] | Critical Power Segment [Member] | Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,891 | 1,574 |
Operating Segments [Member] | Critical Power Segment [Member] | Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,936 | 7,659 |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation and Amortization | 28 | 32 |
Operating Loss | (2,417) | (1,920) |
Assets | $ 17,864 | $ 14,139 |
Revenues are attributable to co
Revenues are attributable to countries based on the location of the Company’s customers: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 18,311 | $ 19,490 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 18,311 | $ 19,490 |
The distribution of the Company
The distribution of the Company’s property, plant, and equipment by geographic location is approximately as follows: (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment | $ 516 | $ 433 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment | $ 516 | $ 433 |
BUSINESS SEGMENT, GEOGRAPHIC _3
BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Details Narrative) - N | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Number of reportable segments | 2 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | CleanSpark [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration percentage | 22.00% | 34.00% |
The following table sets forth
The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (2,167) | $ (2,986) |
Denominator: | ||
Weighted average basic shares outstanding | 8,858 | 8,726 |
Effect of dilutive securities - equity based compensation plans | ||
Denominator for diluted net loss per common share | 8,858 | 8,726 |
Net loss per common share: | ||
Basic | $ (0.24) | $ (0.34) |
Diluted | $ (0.24) | $ (0.34) |