Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | ALPINE 4 HOLDINGS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 46-5482689 |
Entity Address, Address Line One | 2525 E Arizona Biltmore Circle |
Entity Address, Address Line Two | Suite 237 |
Entity Address, City or Town | Phoenix |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85016 |
City Area Code | 480 |
Local Phone Number | 702-2431 |
Document Type | S-1/A |
Entity Central Index Key | 0001606698 |
Amendment Flag | true |
Amendment Description | Updating financial statements |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q2 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS- 10
CONSOLIDATED BALANCE SHEETS- 10K - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | ||
CURRENT ASSETS: | ||||
Cash | $ 2,673,541 | $ 3,715,666 | ||
Accounts receivable, net | 17,139,944 | 11,875,176 | ||
Contract assets | 1,402,788 | 877,904 | ||
Inventory | 25,258,369 | 24,419,654 | ||
Prepaid expenses and other current assets | 2,428,223 | 1,955,907 | ||
Total current assets | 48,902,865 | 42,844,307 | ||
Property and equipment, net | 19,503,485 | 28,101,471 | ||
Intangible assets, net | 36,282,609 | 39,180,664 | ||
Right of use assets, net | 16,407,566 | 1,460,206 | ||
Goodwill | 22,680,084 | 22,680,084 | ||
Other non-current assets | 1,855,605 | 357,118 | ||
TOTAL ASSETS | 145,632,214 | 134,623,850 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 8,608,554 | 7,744,957 | ||
Accrued expenses | 6,749,890 | 5,074,006 | ||
Contract liabilities | 5,284,285 | 6,359,449 | ||
Notes payable, current portion | 3,201,136 | 5,690,524 | ||
Line of credit, current portion | 7,426,814 | 4,473,489 | ||
Financing lease obligation, current portion | 725,302 | 649,343 | ||
Operating lease obligation, current portion | 1,318,885 | 428,596 | ||
Total current liabilities | 33,314,866 | 30,420,364 | ||
Notes payable, net of current portion | 4,266,350 | 8,426,105 | ||
Line of credit, net of current portion | 7,215,520 | 5,640,051 | ||
Financing lease obligations, net of current portion | 14,592,813 | 15,319,467 | ||
Operating lease obligations, net of current portion | 15,262,494 | 1,066,562 | ||
Series C and Series D preferred stock subject to redemption | 0 | 400,092 | ||
Deferred tax liability | 988,150 | 1,861,165 | ||
TOTAL LIABILITIES | 75,640,193 | 63,133,806 | ||
Commitment and contingencies (Note 7) | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Additional paid-in capital | 141,723,921 | [1] | 130,348,267 | |
Accumulated deficit | [1] | (71,734,395) | ||
Total stockholders equity | [2] | 69,992,021 | 71,491,476 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 145,632,214 | 134,623,850 | ||
Previously Reported | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Accumulated deficit | (71,751,827) | (58,876,514) | ||
Total stockholders equity | 69,992,021 | 71,490,044 | ||
Series B Preferred Stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Preferred stock | 5 | [1] | 5 | |
Class A Common Stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | [1] | $ 2,230 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 200,000,000 | |||
Common stock, shares issued (in shares) | 22,303,333 | |||
Common stock, shares outstanding (in shares) | 22,303,333 | |||
Class A Common Stock | Previously Reported | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | $ 17,844 | $ 16,182 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 295,000,000 | 295,000,000 | ||
Common stock, shares issued (in shares) | 161,798,817 | |||
Common stock, shares outstanding (in shares) | 161,798,817 | |||
Class B Common Stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | [1] | $ 107 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 10,000,000 | |||
Common stock, shares issued (in shares) | 1,068,512 | |||
Common stock, shares outstanding (in shares) | 1,068,512 | |||
Class B Common Stock | Previously Reported | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | $ 854 | $ 854 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock, shares issued (in shares) | 8,548,088 | 8,548,088 | ||
Common stock, shares outstanding (in shares) | 8,548,088 | 8,548,088 | ||
Class C Common Stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | [1] | $ 153 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 15,000,000 | |||
Common stock, shares issued (in shares) | 1,529,888 | |||
Common stock, shares outstanding (in shares) | 1,529,888 | |||
Class C Common Stock | Previously Reported | ||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | $ 1,224 | $ 1,250 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | ||
Common stock, shares issued (in shares) | 12,500,200 | |||
Common stock, shares outstanding (in shares) | 12,500,200 | |||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details.[2]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
CONSOLIDATED BALANCE SHEETS - 1
CONSOLIDATED BALANCE SHEETS - 10K (Parenthetical) - $ / shares | Jun. 30, 2023 | May 12, 2023 | May 11, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Jan. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued (in shares) | 5,000,000 | ||||||
Series B Preferred Stock | |||||||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 | ||||
Preferred stock, shares authorized (in shares) | 100 | 100 | 100 | ||||
Preferred stock, shares issued (in shares) | 3 | 5 | 5 | ||||
Preferred stock, shares outstanding (in shares) | 3 | 5 | 5 | ||||
Class A Common Stock | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 295,000,000 | 200,000,000 | 295,000,000 | 195,000,000 | |
Common stock, shares issued (in shares) | 23,974,657 | 22,504,669 | 180,037,350 | 22,303,333 | |||
Common stock, shares outstanding (in shares) | 23,974,657 | 22,504,669 | 180,037,350 | 22,303,333 | |||
Class B Common Stock | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Common stock, shares issued (in shares) | 906,012 | 1,068,512 | |||||
Common stock, shares outstanding (in shares) | 906,012 | 1,068,512 | |||||
Class C Common Stock | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |||||
Common stock, shares issued (in shares) | 1,528,533 | 1,529,888 | |||||
Common stock, shares outstanding (in shares) | 1,528,533 | 1,529,888 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 104,563,002 | $ 51,640,813 |
Cost of revenues | 82,848,600 | 43,942,815 |
Gross profit | 21,714,402 | 7,697,998 |
Operating expenses: | ||
General and administrative expenses | 37,531,794 | 27,987,920 |
Research and development | 876,542 | 1,464,918 |
Impairment loss of intangible asset and goodwill | 0 | 367,519 |
Gain on sale of property | (5,938,150) | 0 |
Total operating expenses | 32,470,186 | 29,820,357 |
Loss from operations | (10,755,784) | (22,122,359) |
Other income (expenses) | ||
Interest expense | (3,124,132) | (3,289,233) |
Gain on extinguishment of debt | 0 | 803,079 |
Gain on forgiveness of debt | 0 | 3,896,108 |
Impairment loss on equity investment | 0 | (1,350,000) |
Other income | 270,609 | 635,526 |
Total other income (expenses) | (2,853,523) | 695,480 |
Loss before income tax | (13,609,307) | (21,426,879) |
Income tax | (733,994) | (1,943,741) |
Net loss | $ (12,875,313) | $ (19,483,138) |
Weighted average shares outstanding: | ||
Basic (in shares) | 190,779,052 | 164,216,808 |
Diluted (in shares) | 190,779,052 | 164,216,808 |
Earnings Per Share, Basic [Abstract] | ||
Basic loss per share (in dollars per share) | $ (0.07) | $ (0.12) |
Earnings Per Share, Diluted [Abstract] | ||
Diluted loss per share (in dollars per share) | $ (0.07) | $ (0.12) |
CONSOLIDATED STATEMENTS CHANGES
CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Previously Reported | Conversion of Class C to Class A | Conversion of Class C to Class A Previously Reported | Conversion of Class B to Class A | Conversion of series D preferred stock to Class A | Conversion of series D preferred stock to Class A Previously Reported | Conversion of series C preferred stock to Class A | Conversion of series C preferred stock to Class A Previously Reported | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Conversion of series D preferred stock to Class A | Additional Paid-in Capital Conversion of series D preferred stock to Class A Previously Reported | Additional Paid-in Capital Conversion of series C preferred stock to Class A | Additional Paid-in Capital Conversion of series C preferred stock to Class A Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Series B Preferred Stock | Series B Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock Previously Reported | Series C Preferred Stock | Series C Preferred Stock Preferred Stock | Series C Preferred Stock Preferred Stock Previously Reported | Series D Preferred Stock Preferred Stock | Series D Preferred Stock Preferred Stock Previously Reported | Class A Common Stock | Class A Common Stock Previously Reported | Class A Common Stock Common Stock | Class A Common Stock Common Stock Previously Reported | Class A Common Stock Common Stock Conversion of Class C to Class A | Class A Common Stock Common Stock Conversion of Class C to Class A Previously Reported | Class A Common Stock Common Stock Conversion of Class B to Class A | Class A Common Stock Common Stock Conversion of series D preferred stock to Class A | Class A Common Stock Common Stock Conversion of series D preferred stock to Class A Previously Reported | Class A Common Stock Common Stock Conversion of series C preferred stock to Class A | Class A Common Stock Common Stock Conversion of series C preferred stock to Class A Previously Reported | Class B Common Stock | Class B Common Stock Previously Reported | Class B Common Stock Common Stock | Class B Common Stock Common Stock Previously Reported | Class B Common Stock Common Stock Conversion of Class B to Class A | Class C Common Stock | Class C Common Stock Previously Reported | Class C Common Stock Common Stock | Class C Common Stock Common Stock Previously Reported | Class C Common Stock Common Stock Conversion of Class C to Class A | Class C Common Stock Common Stock Conversion of Class C to Class A Previously Reported | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 5 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 126,363,158 | 9,023,088 | 14,162,267 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (14,234,280) | $ 25,144,136 | $ (39,393,376) | $ 5 | $ 0 | $ 0 | $ 12,636 | $ 902 | $ 1,417 | ||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 18,428,827 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | 76,492,993 | 76,491,149 | $ 1,844 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,384,018 | 1,617,067 | 475,000 | 1,066,868 | 1,342,390 | (475,000) | (1,617,067) | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of stock in conversion | $ 0 | $ 0 | $ 5,194,434 | $ 6,361,287 | 1,886,156 | $ 5,194,329 | $ 6,361,153 | $ 740 | $ 162 | $ 48 | $ 105 | $ 134 | $ (48) | $ (162) | |||||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock (in shares) | (45,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock | (185,850) | (185,845) | $ (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | 199,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | 261,525 | 261,504 | $ 21 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition (in shares) | 4,922,471 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | 15,067,211 | 15,066,719 | $ 492 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | 36,538 | 36,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature on convertible notes | 92,428 | 92,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (19,483,138) | (19,483,138) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | 5 | 10,149 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 161,798,817 | 20,224,938 | [1] | 161,798,817 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 12,500,200 | 1,562,635 | [1] | 12,500,200 | |||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 71,491,476 | [1] | $ 71,490,044 | 130,348,267 | [1] | $ 130,348,267 | (58,859,082) | [1] | $ (58,876,514) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,022 | [1] | $ 16,182 | $ 107 | [1] | $ 854 | $ 156 | [1] | $ 1,250 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 7,989 | 1,031 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of stock in conversion | [1] | $ 365,464 | $ 34,622 | $ 365,463 | $ 34,622 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | [1] | 4,924 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | [1] | 99,248 | 99,248 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | [1] | (3,999,560) | (3,999,560) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 20,238,882 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | [1] | 68,084,447 | 130,940,797 | (62,858,642) | $ 5 | $ 2,023 | $ 107 | $ 156 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | 5 | 10,149 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 161,798,817 | 20,224,938 | [1] | 161,798,817 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 12,500,200 | 1,562,635 | [1] | 12,500,200 | |||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 71,491,476 | [1] | 71,490,044 | 130,348,267 | [1] | 130,348,267 | (58,859,082) | [1] | (58,876,514) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,022 | [1] | $ 16,182 | $ 107 | [1] | $ 854 | $ 156 | [1] | $ 1,250 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (2,459,754) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 20,269,879 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 69,983,882 | 131,300,423 | (61,318,836) | $ 5 | $ 2,026 | $ 107 | $ 156 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | 5 | 10,149 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 161,798,817 | 20,224,938 | [1] | 161,798,817 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 12,500,200 | 1,562,635 | [1] | 12,500,200 | |||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 71,491,476 | [1] | 71,490,044 | 130,348,267 | [1] | 130,348,267 | (58,859,082) | [1] | (58,876,514) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,022 | [1] | $ 16,182 | $ 107 | [1] | $ 854 | $ 156 | [1] | $ 1,250 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 14,492,754 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | 9,175,000 | 9,173,552 | $ 1,448 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,384,018 | 224,468 | 63,907 | 8,245 | (224,468) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of stock in conversion | 1,886,896 | $ 0 | $ 365,470 | $ 34,622 | $ 365,463 | $ 34,622 | $ 22 | $ 7 | $ (22) | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | 211,236 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | 231,577 | 231,555 | $ 22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of shares of common stock for compensation (in shares) | 37,500 | (37,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of shares of common stock for compensation | 0 | $ 4 | $ (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 1,589,005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services | 1,097,462 | 1,097,303 | $ 159 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | 473,159 | 473,159 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (12,875,313) | (12,875,313) | (12,875,313) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | 5 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 178,425,932 | 1,068,512 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 1,529,888 | 1,529,888 | [1] | 12,238,232 | ||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | 69,992,021 | [1] | 69,992,021 | 141,723,921 | [1] | 141,723,921 | (71,734,395) | [1] | (71,751,827) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,230 | [1] | $ 17,844 | $ 107 | [1] | $ 854 | $ 153 | [1] | $ 1,224 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 20,238,882 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | [1] | 68,084,447 | 130,940,797 | (62,858,642) | $ 5 | $ 2,023 | $ 107 | $ 156 | |||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | [1] | 21,482 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | [1] | 132,309 | 132,307 | $ 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | [1] | 9,515 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services | [1] | 55,137 | 55,136 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | [1] | 1,539,806 | 1,539,806 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 20,269,879 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 69,983,882 | 131,300,423 | (61,318,836) | $ 5 | $ 2,026 | $ 107 | $ 156 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | 5 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 178,425,932 | 1,068,512 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 1,529,888 | 1,529,888 | [1] | 12,238,232 | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 69,992,021 | [1] | 69,992,021 | 141,723,921 | [1] | 141,723,921 | (71,734,395) | [1] | (71,751,827) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,230 | [1] | $ 17,844 | $ 107 | [1] | $ 854 | $ 153 | [1] | $ 1,224 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 1,428 | (1,428) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | [1] | (5,769,143) | (5,769,143) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 22,304,761 | 1,068,512 | 1,528,460 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | [1] | 64,405,467 | 141,906,511 | (77,503,538) | $ 4 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | 5 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 178,425,932 | 1,068,512 | 8,548,088 | 1,068,512 | [1] | 8,548,088 | 1,529,888 | 1,529,888 | [1] | 12,238,232 | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 69,992,021 | [1] | $ 69,992,021 | 141,723,921 | [1] | $ 141,723,921 | (71,734,395) | [1] | $ (71,751,827) | $ 5 | [1] | $ 5 | $ 0 | $ 0 | $ 2,230 | [1] | $ 17,844 | $ 107 | [1] | $ 854 | $ 153 | [1] | $ 1,224 | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (10,321,009) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3 | 3 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 23,974,657 | 23,974,657 | [1] | 906,012 | 906,012 | [1] | 1,528,533 | 1,528,533 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | 61,019,702 | 143,072,462 | (82,055,404) | $ 3 | $ 2,397 | $ 91 | $ 153 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 22,304,761 | 1,068,512 | 1,528,460 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | [1] | 64,405,467 | 141,906,511 | (77,503,538) | $ 4 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 1,477,400 | 162,500 | (162,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares of stock in conversion | [1] | 1,000,809 | $ 0 | 1,000,661 | $ 148 | $ 16 | $ (16) | ||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | [1] | (4,551,866) | (4,551,866) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3 | 3 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 23,974,657 | 23,974,657 | [1] | 906,012 | 906,012 | [1] | 1,528,533 | 1,528,533 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | $ 61,019,702 | $ 143,072,462 | $ (82,055,404) | $ 3 | $ 2,397 | $ 91 | $ 153 | |||||||||||||||||||||||||||||||||||||||||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (12,875,313) | $ (19,483,138) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,026,483 | 2,396,966 |
Amortization | 3,148,055 | 1,757,393 |
Gain on extinguishment of debt | 0 | (803,079) |
Gain on forgiveness of debt | 0 | (3,896,108) |
Amortization of preferred stock fair value | 0 | (545,509) |
Income tax benefit | (733,994) | (1,943,741) |
Gain on sale of property | (5,938,150) | 0 |
Bad debt expense | 202,761 | 3,028,757 |
Employee stock compensation | 704,736 | 298,063 |
Amortization of debt discounts | 0 | 1,436,052 |
Operating lease expense | 1,006,683 | 412,898 |
Impairment loss on equity investment | 0 | 1,350,000 |
Impairment loss of intangible asset and goodwill | 0 | 367,519 |
Write off of inventory | 691,061 | 237,192 |
Change in current assets and liabilities: | ||
Accounts receivable | (5,467,529) | (4,235,353) |
Inventory | (1,529,776) | (6,795,719) |
Contract assets | (524,884) | (160,483) |
Prepaid expenses and other assets | (1,970,803) | (87,950) |
Accounts payable | 724,576 | 725,596 |
Accrued expenses | 1,675,884 | 614,399 |
Contract liabilities | (1,075,164) | 332,032 |
Operating lease liability | (642,822) | (429,529) |
Net cash used in operating activities | (19,578,196) | (25,423,742) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (1,067,157) | (3,571,253) |
Proceeds from sale of asset | 140,710 | 0 |
Proceeds from sale of building | 12,454,943 | 0 |
Cash paid in international technology agreement | (250,000) | 0 |
Cash paid for acquisitions | 0 | (37,324,035) |
Cash paid for equity investment | 0 | (350,000) |
Cash assumed in acquisition | 0 | 81,442 |
Net cash used in investing activities | 11,278,496 | (41,163,846) |
FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 11,097,462 | 76,492,993 |
Proceeds from issuances of notes payable, non-related party | 500,000 | 16,078 |
Proceeds from issuances of convertible notes payable | 0 | 408,000 |
Net proceeds from lines of credit | 4,795,213 | 2,575,552 |
Cash paid for debt issuance costs | (266,419) | 0 |
Cash paid for equity issuance costs | (825,000) | 0 |
Repurchase of common stock | 0 | (185,850) |
Repayment of mortgage | (4,642,043) | 0 |
Repayments of notes payable, related party | 0 | (238,651) |
Repayments of notes payable, non-related parties | (2,750,943) | (7,161,807) |
Repayments of convertible notes payable | 0 | (1,688,464) |
Cash paid on financing lease obligations | (650,695) | (637,180) |
Net cash provided by financing activities | 7,257,575 | 69,580,671 |
CASH , BEGINNING BALANCE | 3,715,666 | 722,583 |
CASH, ENDING BALANCE | 2,673,541 | 3,715,666 |
NET INCREASE (DECREASE) IN CASH | (1,042,125) | 2,993,083 |
CASH PAID FOR: | ||
Interest | 2,231,600 | 1,973,818 |
Income taxes | 0 | 54,058 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Common stock issued for convertible note payable and accrued interest | 0 | 1,886,896 |
ROU asset and operating lease obligation recognized under Topic 842 | 15,729,043 | 95,029 |
Equipment purchased on financing lease | 243,843 | 0 |
Beneficial conversion feature on convertible notes | 0 | 92,428 |
Common stock issued for acquisition | 0 | 15,067,211 |
Remeasurement of finance lease liability | 0 | 279,287 |
Mortgage on property purchase | 0 | 4,680,000 |
Accounts receivable converted to equity investment | 0 | 1,000,000 |
Issuance of shares of series D preferred stock for acquisition | 0 | 6,653,309 |
Notes payable issued to the Sellers for the purchase of DTI | 0 | 2,000,000 |
Conversion of series D preferred stock to Class A | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of stock | 0 | 136 |
Conversion of series C preferred stock to Class A | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of stock | $ 0 | $ 171 |
CONSOLIDATED BALANCE SHEETS -10
CONSOLIDATED BALANCE SHEETS -10Q - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
CURRENT ASSETS: | ||||||
Cash | $ 3,828,963 | $ 2,673,541 | ||||
Accounts receivable, net | 16,628,748 | 17,139,944 | $ 11,875,176 | |||
Inventory | 24,019,013 | 25,258,369 | 24,419,654 | |||
Contract assets | 1,392,007 | 1,402,788 | 877,904 | |||
Prepaid expenses and other current assets | 2,134,045 | 2,428,223 | 1,955,907 | |||
Total current assets | 48,002,776 | 48,902,865 | 42,844,307 | |||
Property and equipment, net | 19,861,909 | 19,503,485 | 28,101,471 | |||
Intangible assets, net | 34,668,042 | 36,282,609 | 39,180,664 | |||
Right of use assets, net | 15,704,511 | 16,407,566 | 1,460,206 | |||
Goodwill | 22,680,084 | 22,680,084 | 22,680,084 | |||
Other non-current assets | 1,693,603 | 1,855,605 | 357,118 | |||
TOTAL ASSETS | 142,610,925 | 145,632,214 | 134,623,850 | |||
CURRENT LIABILITIES: | ||||||
Accounts payable | 15,807,557 | 8,608,554 | 7,744,957 | |||
Accrued expenses | 6,570,507 | 6,749,890 | 5,074,006 | |||
Contract liabilities | 5,854,696 | 5,284,285 | 6,359,449 | |||
Line of credit, current portion | 8,699,609 | 7,426,814 | 4,473,489 | |||
Notes payable, current portion | 3,201,136 | 5,690,524 | ||||
Convertible note payable, current portion | 471,311 | 0 | ||||
Financing lease obligation, current portion | 764,267 | 725,302 | 649,343 | |||
Operating lease obligation, current portion | 1,518,842 | 1,318,885 | 428,596 | |||
Total current liabilities | 46,412,261 | 33,314,866 | 30,420,364 | |||
Notes payable, net of current portion | 2,144,048 | 4,266,350 | 8,426,105 | |||
Line of credit, net of current portion | 4,058,411 | 7,215,520 | 5,640,051 | |||
Financing lease obligations, net of current portion | 14,195,602 | 14,592,813 | 15,319,467 | |||
Operating lease obligations, net of current portion | 14,447,193 | 15,262,494 | 1,066,562 | |||
Deferred tax liability | 333,708 | 988,150 | 1,861,165 | |||
TOTAL LIABILITIES | 81,591,223 | 75,640,193 | 63,133,806 | |||
Commitment and contingencies (Note 7) | ||||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||||
Additional paid-in capital | 143,072,462 | [1] | 141,723,921 | [1] | 130,348,267 | |
Accumulated deficit | [1] | (82,055,404) | (71,734,395) | |||
Total stockholders equity | [2] | 61,019,702 | 69,992,021 | 71,491,476 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 142,610,925 | 145,632,214 | 134,623,850 | |||
Nonrelated Party | ||||||
CURRENT LIABILITIES: | ||||||
Notes payable, current portion | 6,170,472 | 3,201,136 | ||||
Related Party | ||||||
CURRENT LIABILITIES: | ||||||
Notes payable, current portion | 555,000 | 0 | ||||
Series B Preferred Stock | ||||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||||
Preferred stock | 3 | [1] | 5 | [1] | $ 5 | |
Class A Common Stock | ||||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||||
Common stock | [1] | 2,397 | 2,230 | |||
Class B Common Stock | ||||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||||
Common stock | [1] | 91 | 107 | |||
Class C Common Stock | ||||||
STOCKHOLDERS' EQUITY (DEFICIT): | ||||||
Common stock | [1] | $ 153 | $ 153 | |||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details.[2]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
CONSOLIDATED BALANCE SHEETS -_2
CONSOLIDATED BALANCE SHEETS -10Q (Parenthetical) | May 12, 2023 shares | Jun. 30, 2023 $ / shares shares | May 11, 2023 shares | Dec. 31, 2022 $ / shares shares | Jan. 31, 2022 shares | Jan. 30, 2022 shares | Dec. 31, 2021 $ / shares shares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued (in shares) | 5,000,000 | ||||||
Series B Preferred Stock | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | ||||
Preferred stock, shares authorized (in shares) | 100 | 100 | 100 | ||||
Preferred stock, shares issued (in shares) | 3 | 5 | 5 | ||||
Preferred stock, shares outstanding (in shares) | 3 | 5 | 5 | ||||
Class A Common Stock | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 295,000,000 | 200,000,000 | 295,000,000 | 195,000,000 | |
Common stock, shares issued (in shares) | 22,504,669 | 23,974,657 | 180,037,350 | 22,303,333 | |||
Common stock, shares outstanding (in shares) | 22,504,669 | 23,974,657 | 180,037,350 | 22,303,333 | |||
Conversion ratio | 0.125 | ||||||
Class B Common Stock | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Common stock, shares issued (in shares) | 906,012 | 1,068,512 | |||||
Common stock, shares outstanding (in shares) | 906,012 | 1,068,512 | |||||
Class C Common Stock | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |||||
Common stock, shares issued (in shares) | 1,528,533 | 1,529,888 | |||||
Common stock, shares outstanding (in shares) | 1,528,533 | 1,529,888 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS -10Q - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Income Statement [Abstract] | |||||||
Revenues, net | $ 28,022,026 | $ 25,271,126 | $ 52,383,739 | $ 50,863,280 | |||
Cost of revenues | 20,234,936 | 19,110,583 | 39,380,193 | 39,065,280 | |||
Gross profit | 7,787,090 | 6,160,543 | 13,003,546 | 11,798,000 | |||
Operating expenses: | |||||||
General and administrative expenses | 9,893,454 | 9,216,398 | 20,136,477 | 18,418,080 | |||
Research and development | 1,612,530 | 394,835 | 1,726,436 | 586,765 | |||
Gain on sale of property | 0 | (5,822,450) | 0 | (5,822,450) | |||
Total operating expenses | 11,505,984 | 3,788,783 | 21,862,913 | 13,182,395 | |||
Loss from operations | (3,718,894) | 2,371,760 | (8,859,367) | (1,384,395) | |||
Other income (expenses) | |||||||
Interest expense | (1,108,745) | (962,474) | (2,107,615) | (1,571,435) | |||
Other income | 15,906 | 258,660 | 59,106 | 291,379 | |||
Total other income (expenses) | (1,092,839) | (703,814) | (2,048,509) | (1,280,056) | |||
Loss before income tax | (4,811,733) | 1,667,946 | (10,907,876) | (2,664,451) | |||
Income tax | (259,867) | 128,140 | (586,867) | (204,697) | |||
Net loss | $ (4,551,866) | [1] | $ 1,539,806 | [1] | $ (10,321,009) | $ (2,459,754) | |
Weighted average shares outstanding: | |||||||
Basic (in shares) | [2] | 25,103,271 | 22,899,822 | 25,076,452 | 22,890,560 | ||
Diluted (in shares) | [2] | 25,103,271 | 22,899,822 | 25,076,452 | 22,890,560 | ||
Basic loss per share (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | |||
Diluted loss per share (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | |||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details.[2]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
CONSOLIDATED STATEMENTS OF OP_3
CONSOLIDATED STATEMENTS OF OPERATIONS -10Q (Parenthetical) | May 12, 2023 |
Class A Common Stock | |
Conversion ratio | 0.125 |
CONSOLIDATED STATEMENTS CHANG_2
CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDER'S EQUITY -10Q - USD ($) | Total | Conversion of Class B to Class A | Conversion of Series B Preferred Stock to Class A Common Stock | Conversion of series D preferred stock to Class A | Conversion of series C preferred stock to Class A | Additional Paid-in Capital | Additional Paid-in Capital Conversion of Series B Preferred Stock to Class A Common Stock | Additional Paid-in Capital Conversion of series D preferred stock to Class A | Additional Paid-in Capital Conversion of series C preferred stock to Class A | Accumulated Deficit | Series B Preferred Stock | Series B Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock Conversion of Series B Preferred Stock to Class A Common Stock | Class A Common Stock | Class A Common Stock Common Stock | Class A Common Stock Common Stock Conversion of Class B to Class A | Class A Common Stock Common Stock Conversion of Series B Preferred Stock to Class A Common Stock | Class A Common Stock Common Stock Conversion of series D preferred stock to Class A | Class A Common Stock Common Stock Conversion of series C preferred stock to Class A | Class B Common Stock | Class B Common Stock Common Stock | Class B Common Stock Common Stock Conversion of Class B to Class A | Class C Common Stock | Class C Common Stock Common Stock | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 5 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 126,363,158 | 9,023,088 | 14,162,267 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (14,234,280) | $ 25,144,136 | $ (39,393,376) | $ 5 | $ 12,636 | $ 902 | $ 1,417 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,384,018 | 475,000 | 1,066,868 | 1,342,390 | (475,000) | ||||||||||||||||||||||||
Issuance of shares of stock in conversion | $ 0 | $ 5,194,434 | $ 6,361,287 | 1,886,156 | $ 5,194,329 | $ 6,361,153 | $ 740 | $ 48 | $ 105 | $ 134 | $ (48) | ||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | 199,018 | ||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | 261,525 | 261,504 | $ 21 | ||||||||||||||||||||||||||
Net loss | (19,483,138) | (19,483,138) | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 20,224,938 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | [1] | 71,491,476 | 130,348,267 | (58,859,082) | $ 5 | $ 2,022 | $ 107 | $ 156 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 7,989 | 1,031 | ||||||||||||||||||||||||||
Issuance of shares of stock in conversion | [1] | $ 365,464 | $ 34,622 | $ 365,463 | $ 34,622 | $ 1 | |||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | [1] | 4,924 | |||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | [1] | 99,248 | 99,248 | ||||||||||||||||||||||||||
Share-based compensation expense | [1] | 93,197 | 93,197 | ||||||||||||||||||||||||||
Net loss | [1] | (3,999,560) | (3,999,560) | ||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 5 | |||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 20,238,882 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | [1] | 68,084,447 | 130,940,797 | (62,858,642) | $ 5 | $ 2,023 | $ 107 | $ 156 | |||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 20,224,938 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | 71,491,476 | 130,348,267 | (58,859,082) | $ 5 | $ 2,022 | $ 107 | $ 156 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net loss | (2,459,754) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 5 | |||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 20,269,879 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 69,983,882 | 131,300,423 | (61,318,836) | $ 5 | $ 2,026 | $ 107 | $ 156 | |||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 20,224,938 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | 71,491,476 | 130,348,267 | (58,859,082) | $ 5 | $ 2,022 | $ 107 | $ 156 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,384,018 | ||||||||||||||||||||||||||||
Issuance of shares of stock in conversion | 1,886,896 | ||||||||||||||||||||||||||||
Net loss | (12,875,313) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 1,068,512 | 1,068,512 | [1] | 1,529,888 | 1,529,888 | [1] | ||||||||||||||||||||
Ending balance at Dec. 31, 2022 | [1] | 69,992,021 | 141,723,921 | (71,734,395) | $ 5 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 5 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 20,238,882 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | [1] | 68,084,447 | 130,940,797 | (62,858,642) | $ 5 | $ 2,023 | $ 107 | $ 156 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of shares of common stock for compensation (in shares) | [1] | 21,482 | |||||||||||||||||||||||||||
Issuance of shares of common stock for compensation | [1] | 132,309 | 132,307 | $ 2 | |||||||||||||||||||||||||
Issuance of shares for services (in shares) | [1] | 9,515 | |||||||||||||||||||||||||||
Issuance of shares for services | [1] | 55,137 | 55,136 | $ 1 | |||||||||||||||||||||||||
Share-based compensation expense | [1] | 172,183 | 172,183 | ||||||||||||||||||||||||||
Net loss | [1] | 1,539,806 | 1,539,806 | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 5 | |||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 20,269,879 | 1,068,512 | 1,562,635 | |||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | [1] | 69,983,882 | 131,300,423 | (61,318,836) | $ 5 | $ 2,026 | $ 107 | $ 156 | |||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 1,068,512 | 1,068,512 | [1] | 1,529,888 | 1,529,888 | [1] | ||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | 69,992,021 | 141,723,921 | (71,734,395) | $ 5 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 1,428 | (1,428) | ||||||||||||||||||||||||||
Series B Preferred Share removal (in shares) | [1] | (1) | |||||||||||||||||||||||||||
Series B Preferred Share removal | [1] | 0 | 1 | $ (1) | |||||||||||||||||||||||||
Share-based compensation expense | [1] | 182,589 | 182,589 | ||||||||||||||||||||||||||
Net loss | [1] | (5,769,143) | (5,769,143) | ||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 4 | |||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 22,304,761 | 1,068,512 | 1,528,460 | |||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | [1] | 64,405,467 | 141,906,511 | (77,503,538) | $ 4 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 5 | 5 | [1] | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 22,303,333 | 22,303,333 | [1] | 1,068,512 | 1,068,512 | [1] | 1,529,888 | 1,529,888 | [1] | ||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | 69,992,021 | 141,723,921 | (71,734,395) | $ 5 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net loss | (10,321,009) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3 | 3 | [1] | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 23,974,657 | 23,974,657 | [1] | 906,012 | 906,012 | [1] | 1,528,533 | 1,528,533 | [1] | ||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | 61,019,702 | 143,072,462 | (82,055,404) | $ 3 | $ 2,397 | $ 91 | $ 153 | |||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 4 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 22,304,761 | 1,068,512 | 1,528,460 | |||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | [1] | 64,405,467 | 141,906,511 | (77,503,538) | $ 4 | $ 2,230 | $ 107 | $ 153 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | (1) | 1,477,400 | 162,500 | 1 | (162,500) | |||||||||||||||||||||||
Issuance of shares of stock in conversion | [1] | 1,000,809 | $ 0 | $ 0 | 1,000,661 | $ 1 | $ (1) | $ 148 | $ 16 | $ (16) | |||||||||||||||||||
Adjustment for additional shares issued in connection with the reverse stock split (in shares) | [1] | 29,995 | 73 | ||||||||||||||||||||||||||
Adjustment for additional shares issued in connection with the reverse stock split | [1] | 3 | $ 3 | ||||||||||||||||||||||||||
Share-based compensation expense | [1] | 165,289 | 165,289 | ||||||||||||||||||||||||||
Net loss | [1] | (4,551,866) | (4,551,866) | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3 | 3 | [1] | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 23,974,657 | 23,974,657 | [1] | 906,012 | 906,012 | [1] | 1,528,533 | 1,528,533 | [1] | ||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | $ 61,019,702 | $ 143,072,462 | $ (82,055,404) | $ 3 | $ 2,397 | $ 91 | $ 153 | |||||||||||||||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
CONSOLIDATED STATEMENTS CHANG_3
CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDER'S EQUITY -10Q (Parenthetical) | May 12, 2023 |
Class A Common Stock | |
Conversion ratio | 0.125 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS -10Q - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (10,321,009) | $ (2,459,754) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,498,572 | 1,564,357 |
Amortization | 1,614,567 | 1,454,099 |
Gain on sale of property | 0 | (5,822,450) |
Stock compensation expense | 348,029 | 496,957 |
Income tax benefit | (654,442) | (204,697) |
Amortization of debt discounts | 96,729 | 0 |
Non-cash lease expense | 703,055 | 224,422 |
Write off of inventory | 276,898 | 71,552 |
Bad debt expense | 330,544 | 115,835 |
Change in current assets and liabilities: | ||
Accounts receivable | 180,652 | (1,257,649) |
Inventory | 962,458 | 672,426 |
Contract assets | 10,781 | (608,743) |
Prepaid expenses and other assets | 456,180 | (765,887) |
Accounts payable | 7,199,003 | 1,084,278 |
Accrued expenses | (179,383) | 1,257,019 |
Contract liabilities | 570,411 | (2,846,166) |
Operating lease liability | (615,344) | (213,041) |
Net cash used in operating activities | 2,477,701 | (7,237,442) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (1,856,996) | (756,870) |
Proceeds from sale of building | 0 | 12,454,943 |
Net cash used in investing activities | (1,856,996) | 11,698,073 |
FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 0 | 55,144 |
Net proceeds/(repayments) from lines of credit | (1,947,538) | 3,436,740 |
Proceeds from issuances of convertible notes payable | 2,090,000 | 0 |
Cash paid for debt issuance costs | (651,533) | 0 |
Repayment of mortgage | 0 | (4,642,043) |
Repayments of notes payable, non-related parties | (182,111) | (2,540,390) |
Cash paid on financing lease obligations | (358,246) | (317,150) |
Net cash provided by financing activities | 534,717 | (4,007,699) |
NET INCREASE (DECREASE) IN CASH | 1,155,422 | 452,932 |
CASH , BEGINNING BALANCE | 2,673,541 | 3,715,666 |
CASH, ENDING BALANCE | 3,828,963 | 4,168,598 |
CASH PAID FOR: | ||
Interest | 2,107,615 | 1,224,984 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
ROU asset and operating lease obligation recognized under Topic 842 | 0 | 8,725,000 |
Equipment purchased on note payable | 0 | 243,843 |
Series B Preferred Share Removal | 2 | 0 |
Conversion of Series D preferred stock for common stock | 0 | 400,092 |
Nonrelated Party | ||
FINANCING ACTIVITIES: | ||
Proceeds from issuances of notes payable, non-related party | 1,029,145 | 0 |
Related Party | ||
FINANCING ACTIVITIES: | ||
Proceeds from issuances of notes payable, non-related party | $ 555,000 | $ 0 |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Consolidated Financial Statements | Restatement of Consolidated Financial StatementsAs more fully discussed in the Form 10-K/A filed on March 17, 2023, the Company restated its consolidated financial statements as of December 31, 2021 and 2020, and for the years then ended to correct errors related to purchase accounting impacting income taxes related to the deferred tax liabilities for certain acquisitions the Company made in 2020 and 2021, the classification of the Series C and Series D preferred shares issued in connection with these acquisitions, errors in the valuation of certain assets acquired for one of the acquisitions in 2021, and errors in the recording of forgiveness of PPP loans that were assumed as part of certain acquisitions in 2020 and 2021. |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Alpine 4 Holdings, Inc. (together with its subsidiaries, the “Company,” “we,” or “our”), was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. On March 2, 2021, the Company changed its name from Alpine 4 Technologies Ltd. to Alpine 4 Holdings, Inc. Effective April 1, 2016, the Company purchased all of the outstanding capital stock of Quality Circuit Assembly, Inc., a California corporation (“QCA”). Effective January 1, 2019, the Company purchased all of the outstanding capital stock of Morris Sheet Metal Corp., an Indiana corporation (“MSM”), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation, Morris Enterprises LLC, an Indiana limited liability company and Morris Transportation LLC, an Indiana limited liability company (collectively “Morris” or “MSM”). Effective November 6, 2019, the Company purchased all of the outstanding capital stock and units of Deluxe Sheet Metal, Inc., an Indiana corporation, and DSM Holding, LLC, an Indiana limited liability company, and purchased certain real estate from Lonewolf Enterprises, LLC, an Indiana limited liability company (collectively “Deluxe”). Effective February 21, 2020, the Company purchased all of the outstanding units of Excel Fabrication, LLC., an Idaho limited liability company (“Excel”). Effective December 15, 2020, the Company purchased the assets of Impossible Aerospace Corporation, a Delaware corporation (“IA”). Effective February 8, 2021, the Company purchased the assets of Vayu (US), Inc., a Delaware corporation (“Vayu”). On May 5, 2021, the Company acquired all of the outstanding shares of stock of Thermal Dynamics, Inc., a Delaware corporation (“TDI”). On May 10, 2021, the Company acquired all of the outstanding membership interests of KAI Enterprises, LLC, a Florida limited liability company, the sole asset of which was all of the outstanding membership interests of Alternative Laboratories, LLC, a Delaware limited liability company (“Alt Labs”). On October 20, 2021, the Company acquired 100% of the outstanding shares of Identified Technologies Corporation, a Delaware corporation (“Identified Technologies”). On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. (“AC3”), entered into a merger agreement with ElecJet Corp., (“ElecJet”) and the three ElecJet shareholders. Pursuant to the agreement, AC3 merged with and into ElecJet with ElecJet being the surviving entity following the merger. On December 9, 2021, the Company, and A4 Technologies, Inc., a wholly owned subsidiary of the Company (“A4 Technologies”), entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), (“Direct Tech”), PMI Group, LLC, (“PMI”), Continu.Us, LLC, (“Continu.Us”), Solas Ray, LLC, (“Solas”), and the individual owners of the interests of the various entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were each referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the MIPA, the Company acquired all of the outstanding membership interests of RCA. In Q1 2022, the Company formed Global Autonomous Corporation (“GAC”) with several key employees and consultants. The Company owns 71.43% of the outstanding shares of stock of GAC, which has remained consistent throughout the year. There was no assignment of assets or other financial activity on the entity during the current year. As of the date of this Report, the Company was a holding company owning, directly or indirectly, fourteen companies: • A4 Corporate Services, LLC; • ALTIA, LLC; • Quality Circuit Assembly, Inc.; • Morris Sheet Metal, Corp; • JTD Spiral, Inc.; • Excel Construction Services, LLC; • SPECTRUMebos, Inc.; • Vayu (US) • Thermal Dynamics International, Inc.; • Alternative Laboratories, LLC.; • Identified Technologies, Corp.; • ElecJet Corp.; • DTI Services Limited Liability Company (doing business as RCA Commercial Electronics); and • Global Autonomous Corporation, Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Liquidity The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the going concern sub-section below). As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company experienced a loss for the year ended December 31, 2022, of $12.9 million, and had a negative cash flow used in operations of $19.6 million, this was an improvement over the same period last year, for the year ended December 31, 2021, when there was a net loss of $19.5 million had a negative cash flow used in operations of $25.4 million. As of December 31, 2022, the Company has positive working capital of approximately $15.6 million. The Company has also secured bank financing totaling $33.0 million ($33.0 million in Lines of Credit including $0.5 million in capital expenditures lines of credit availability) of which $3.8 million was available and unused at December 31, 2022. There are two lines of credit that are set to mature during 2023. These two line of credits total $8.0 million, of which $7.5 million was used as of December 31, 2022, and are shown as a current liability on the consolidated balance sheet. The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly from the acquisitions of the six operating companies, which closed in 2021, combined with improved gross profit performance from the existing operating companies. The Company also plans to continue to raise funds through debt financing and the sale of shares through its planned at-the-market offering. Going Concern The accompanying financial statements have been prepared on a going concern basis. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of QCA, TDI, IDT and RCA plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past 12 months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next 12 months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as MSM, Alt Labs, and Excel Construction have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan. Note 1 – Organization and Basis of Presentation The unaudited consolidated financial statements were prepared by Alpine 4 Holdings, Inc. ("we,” “our,” or the "Company"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on May 5, 2023. The results for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The Company was incorporated under the laws of the State of Delaware in April 2014. We are a publicly traded conglomerate that acquires businesses that fit into our disruptive DSF business model of Drivers, Stabilizers, and Facilitators. Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain reclassifications have been made that have no impact on net earnings and financial position. Liquidity The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the Going Concern sub-section below). As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses but has positive cash flows from operations for the current year. Although the Company has experienced net losses of $10.3 million and $2.5 million for the six months ended June 30, 2023 and 2022, respectively, net cash flows provided by operating activities improved to $2.5 million for the six months ended June 30, 2023, from $7.2 million used in operating activities for the six months ended June 30, 2022. As of June 30, 2023, the Company had positive working capital of $1.6 million, which was a decrease of $14.0 million compared to December 31, 2022. The Company has bank financing totaling $35.0 million ($35.0 million in lines of credit including $0.5 million in capital expenditures lines of credit availability) of which $4.4 million was available and unused as of June 30, 2023. There are three lines of credit that are set to mature during the next twelve months. These three lines of credit total $13.7 million, of which $8.7 million was used as of June 30, 2023, and are shown as a current liability on the consolidated balance sheet. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company plans to continue to generate additional revenue, improve cash flows from operations, and improve gross profit performance across all of its subsidiaries. The Company also may raise funds through debt financing, securing additional lines of credit, and the sale of shares in public or private offerings. Going Concern The accompanying financial statements have been prepared on a going concern basis. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses cause doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of Quality Circuit Assembly ("QCA"), Quality Circuit Assembly - Central ("QCA-C"), Identified Technologies ("IDT"), Thermal Dynamics International ("TDI"), and RCA Commercial ("RCA") plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past twelve months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next twelve months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as Morris Sheet Metal ("MSM"), Alternative Laboratories ("Alt Labs"), and Excel Construction ("Excel") have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan. Entity level risks Our operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. As of the date of this Report, those events were continuing to escalate and create increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, the military conflict between Russia and Ukraine is increasing supply interruptions and further hindering our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2023 and beyond. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2022 and 2021. Significant intercompany balances and transactions have been eliminated. Use of estimates The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. In many instances, the Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. Advertising Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of December 31, 2022, and 2021, the Company had no cash equivalents. The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were approximately $3.2 million and $3.5 million, respectively as of December 31, 2022 and December 31, 2021. Of this amount, approximately $2.0 million and $2.0 million, respectively, were uninsured. All uninsured amounts are held with J.P. Morgan Chase. Major Customers The Company had no customers that made up over 10% of accounts receivable as of December 31, 2022, and 2021. For the year ended December 31, 2022, the Company had one customer that made up 14% of total Company revenues within the A4 Technology - RCA segment. This customer had an accounts receivable balance of $1.2 million as December 31, 2022. For the year ended December 31, 2021, the Company had two customers that each made up 11% of total Company revenues with the A4 Manufacturing - QCA segment and A4 Manufacturing - Alt Labs segment. The customer within A4 Manufacturing - QCA segment had an accounts receivable balance of $1.0 million as of December 31, 2021. The customer within A4 Manufacturing - Alt Labs segment had an accounts receivable balance of $0, as of December 31, 2021, as the account receivable related to this customer was written off as bad debt expense noted in the section below. For the year ended December 31, 2022, the Company had 9% of total revenues made up of government contracts. Major Vendors For the year ended December 31, 2022, there was one vendor that made up 14% of total Company purchases within the A4 Technology - RCA segment.. For the year ended December 31, 2021, there were no vendors that made up at least 10% of total purchases within the Company. Accounts Receivable, net The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2022 and 2021, allowance for bad debt was $52,531 and $199,936, respectively. During the years ended December 31, 2022 and 2021, the Company wrote off $202,761 and $3,028,757, respectively to bad debts expense. Inventory Inventory for all subsidiaries is valued at weighted average. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and finished goods. Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 Property and Equipment, net Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from five years to 39 years as follows: Automobiles and trucks 5 to 7 years Machinery and equipment 10 years Office furniture and fixtures 5 years Buildings and improvements 39 years Maintenance and repair costs are expensed as incurred. Significant improvements are capitalized and depreciated over the estimated life of the asset. Property and equipment consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Automobiles and trucks $ 1,056,551 $ 1,251,187 Machinery and equipment 9,864,846 8,876,402 Office furniture and fixtures 186,464 167,581 Buildings and improvements 16,696,926 23,630,250 Total Property and equipment 27,804,787 33,925,420 Less: Accumulated depreciation (8,301,302) (5,823,949) Property and equipment, net $ 19,503,485 $ 28,101,471 Included in Buildings and improvements in the above table are two buildings of $9,000,000 and $2,000,000 related to sale leaseback transactions. (See Note 3) The Company recorded depreciation expense of $3,026,483 and $2,396,966 in 2022 and 2021, respectively. Purchased Intangibles and Other Long-Lived Assets, net The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between one Software 5 years Non-compete agreements 1-15 years Customer list 3-16 years Patents, trademarks, and licenses 3-17 years Proprietary technology 15 years Intangible assets consisted of the following as of December 31, 2022 and 2021: Cost Weighted Average Amortization Period December 31, December 31, Software 2.0 years $ 128,474 $ 128,474 Non-compete agreement 6.3 years 1,426,276 1,378,772 Customer list 11.9 years 13,011,187 13,011,187 Patents, trademarks, and licenses 13.9 years 7,127,408 7,174,912 Proprietary technology 13.5 years 19,866,743 19,616,743 12.9 years 41,560,088 41,310,088 Accumulated amortization Software $ (77,084) $ (64,757) Non-compete agreement (478,510) (210,465) Customer list (1,711,327) (1,112,797) Patents, trademarks, and licenses (962,258) (8,444) Proprietary technology (2,048,300) (732,961) (5,277,479) (2,129,424) Intangibles assets, net $ 36,282,609 $ 39,180,664 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Years Ending December 31, 2023 $ 3,152,048 2024 3,152,048 2025 2,919,686 2026 2,900,686 2027 2,762,686 Thereafter 21,395,455 Total $ 36,282,609 The Company recorded amortization expense of $3,148,055 and $1,757,393 in 2022 and 2021, respectively. Other Long-Term Assets Other long-term assets consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Deposits $ 578,545 $ 149,517 Other 1,277,060 207,601 $ 1,855,605 $ 357,118 Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets . This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the third quarter of 2022, there was a triggering event related to the customer list for Alt Labs which required an analysis to be performed. This analysis was performed in conjunction with a third-party valuation expert. As a result of the analysis, it was determined that the value of the estimated future cash flows were greater than the carrying value of the reporting unit's assets. No impairment was recognized during the year ended December 31, 2022. During the year ended December 31, 2021, due to the significant impact of COVID-19, the Company determined that the customer list for Excel was impaired and took a charge to earnings of $359,890. Goodwill In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, 2022 and 2021, the reporting units with goodwill were QCA, Morris, Alt Labs, TDI, Identified Technology, ElecJet, and RCA. During the year ended December 31, 2021, the Company determined that the goodwill for Excel was impaired and took a charge to earnings of $7,629. During the 2022 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded. The estimated fair values of all our reporting units exceeded their carrying amounts. Based on the analysis, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the next two years and then steadily increasing revenue at a more normalized rate thereafter. If we fail to execute these customer and/or supplier arrangements, this would negatively impact the key growth assumptions. Leases The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Fair Value Measurement ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis as all of our financial assets and liabilities were Level 1. Equity Investments The Company’s equity investments consisted of investment in one private company in which the Company does not have the ability to exercise significant influence over their operating and financial activities. This investment is carried at cost as there is no market for the membership units, accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021 , in accordance with the ASC 321 guidelines, the Company recognized a loss on impairment for the entire value of $1,350,000. The current book value for this investment as of December 31, 2022 is $0. Research and Development The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development cost totaled $876,542 and $1,464,918, respectively. Revenue Recognition The Company recognizes revenue under ASC Topic 606, Revenue from contract with Customers ("Topic 606"). The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. Revenue is recognized under Topic 606 , at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contracts with the Company’s customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. The Company’s subsidiaries are all located in North America, as well as the customer base in which the Company’s revenue is derived from. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. QCA and Alt Labs QCA (Circuit boards and cables) and Alt Labs (Supplements) are contract manufacturers and recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. ElecJet ElecJet is a manufacturer of electric components, and a research and development company for battery technology and recognizes revenue when the products have been shipped to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Identified Technologies Identified Technologies provides 3D mapping drone software and data for industrial job sites and recognizes revenue when the service has been provided to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Direct Tech Sales (“RCA”) RCA is engaged in the design, manufacture and wholesale distribution of electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. RCA recognizes revenue when the products have been shipped to the customer which is also when title transfers. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. MSM, Excel and TDI For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract Retentions As of December 31, 2022 and 2021, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. The Company has recorded a receivable for retainage of approximately $2.0 million and $1.6 million as of December 31, 2022, and 2021, respectively. The following table presents our revenues disaggregated by type with the sales of goods recognized upon delivery and the sales of services recognized over the time of the contract as described above: Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 Earnings (loss) per share The Company presents both basic and diluted net income (loss) per share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The amount of anti-dilutive shares related to stock options and warrants as of December 31, 2022 and 2021, were 21,664,165 and 7,317,778, respectively. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) inclusive of all classes of common stock as the only difference between the classes of common stock are related to the voting rights (Note 6) for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Stock-based compensation The Company follows the guidelines in ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executives, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides 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 it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. Related Party Disclosure ASC 850, Related Party Disclosures , requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. Recent Accounting Pronouncements Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. In June 2016, the FASB issued ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The new standard is effective in the first quarter of fiscal 2023 and is expected to have an immaterial impact on the Company's financial statements. Note 2 – Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2023, and December 31, 2022. Significant intercompany balances and transactions have been eliminated. Use of estimates The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of June 30, 2023, and December 31, 2022, the Company had no cash equivalents. The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were $3.9 million and $3.2 million as of June 30, 2023, and December 31, 2022, respectively. Of this amount, $2.5 million and $2.0 million were uninsured as of June 30, 2023, and December 31, 2022, respectively. All uninsured amounts are held with J.P. Morgan Chase. Major Customers & Vendors The Company had no customers which made up over 10% of total Company accounts receivable as of June 30, 2023, or December 31, 2022. For the six months ended June 30, 2023, the Company had no customers which made up over 10% of total Company revenues. For the six months ended June 30, 2022, the Company had one customer within the A4 Technology - RCA segment, which made up 12% of total Company revenues. For the six months ended June 30, 2023 and 2022, the Company received 10% and 10%, respectively, of total Company revenues from prime contractors. For the six months ended June 30, 2023, the Company had no vendors, which made up over 10% of total Company purchases. For the six months ended June 30, 2022, the Company had one vendor within the A4 Technology - RCA segment, which made up 17% of total Company purchases. Inventory Inventory for all subsidiaries is valued at weighted average cost. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and fini |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 Finance Leases As of December 31, 2022, all finance leases in the table above were related to property and equipment, and are included as part of property and equipment, net on the consolidated balance sheet. Depreciation expense associated with the finance leases within property and equipment was $1,251,817 and $1,244,059 for the years ended December 31, 2022 and 2021, respectively. Of this amount, $151,398 and $422,259 is recorded within Cost of Revenues with the remainder recorded in General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021. Interest expense related to the finance leases for the years ended December 31, 2022 and 2021 was $1,255,231 and $1,301,842, respectively, and is recorded within Interest Expense on the Consolidated Statement of Operations. At December 31, 2022, the weighted average remaining lease terms were 11.95 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021 to July 2021 and $58,333 from August 2021 through the end of the term. The Company determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $3,689,634 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the Company purchased the building. In December 2021, the Company acquired RCA. As part of this purchase the Company entered into a lease agreement for office and warehouse space under a non-cancellable operating lease. The lease has a term of 89 months with monthly payments ranging from $31,350 to $35,207. The Company determined the lease to be an operating lease and recognized a right-of-use asset of $1,196,764 and operating lease liability of $1,226,128 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On June 23, 2022, the Company entered into a sale lease back agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 180 months with monthly payments ranging from $67,708 to $89,306. The Company determined the lease to be an operating lease and recognized a right-of-use asset and an operating lease liability of $8,725,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7.00%. On June 26, 2022, the Company amended its lease effective July 1, 2022 for the warehouse in Ann Arbor, Michigan for an additional 12,800 sq ft through July 31, 2025, with total monthly lease payments ranging from $16,000 to $16,800. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $543,595 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 5.13%. On June 13, 2022, the Company entered into a lease effective October 1, 2022 for a building in San Jose, California through March 1, 2033, with total monthly lease payments ranging from $49,156 to $66,062. The Company determined the lease to be an operating lease and recognized a right-of-use asset of and operating lease liability of $5,506,357 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On September 9, 2022, the Company amended its lease effective as of October 1, 2022 for the warehouse in Ft. Myers, Florida through September 30, 2027, with total monthly lease payments ranging from $21,637 to $23,682. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $1,179,091 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 6.25%. The operating lease expense for the years ended December 31, 2022 and 2021 was $1,006,683 and $386,056, respectively. Of this amount, $329,938 and $0 is recorded in Cost of Revenues on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The remaining $676,745 and $386,056 is recorded within General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The cash paid under operating leases during the years ended December 31, 2022 and 2021 was $1,087,951 and $402,688, respectively. As of December 31, 2022, the weighted average remaining lease terms were 11.83 years and the weighted average discount rate was 6%. Note 3 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 Finance Leases As of June 30, 2023, all finance leases in the table above were related to property and equipment. Depreciation expense associated with the finance leases within property and equipment, net was $625,908 and $625,908 for the six months ended June 30, 2023 and 2022, respectively. Of this amount $89,006 and $0 is recorded within cost of revenues with the remainder recorded in general & administrative expenses on the consolidated statements of operations for the six months ended June 30, 2023 and 2022, respectively. Interest expense on finance leases for the six months ended June 30, 2023, and 2022 was $607,895 and $633,610, respectively, and is recorded in interest expense on the consolidated statements of operations. At June 30, 2023, the weighted average remaining lease terms were 11.5 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 The lease expense for the six months ended June 30, 2023 and 2022, were $1,292,535 and $253,121, respectively. Of this amount $372,352 and $0 were recorded within cost of revenues with the remainder recorded in general and administrative expense on the consolidated statements of operations for the six months ended June 30, |
Leases | LeasesThe Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 Finance Leases As of December 31, 2022, all finance leases in the table above were related to property and equipment, and are included as part of property and equipment, net on the consolidated balance sheet. Depreciation expense associated with the finance leases within property and equipment was $1,251,817 and $1,244,059 for the years ended December 31, 2022 and 2021, respectively. Of this amount, $151,398 and $422,259 is recorded within Cost of Revenues with the remainder recorded in General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021. Interest expense related to the finance leases for the years ended December 31, 2022 and 2021 was $1,255,231 and $1,301,842, respectively, and is recorded within Interest Expense on the Consolidated Statement of Operations. At December 31, 2022, the weighted average remaining lease terms were 11.95 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021 to July 2021 and $58,333 from August 2021 through the end of the term. The Company determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $3,689,634 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the Company purchased the building. In December 2021, the Company acquired RCA. As part of this purchase the Company entered into a lease agreement for office and warehouse space under a non-cancellable operating lease. The lease has a term of 89 months with monthly payments ranging from $31,350 to $35,207. The Company determined the lease to be an operating lease and recognized a right-of-use asset of $1,196,764 and operating lease liability of $1,226,128 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On June 23, 2022, the Company entered into a sale lease back agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 180 months with monthly payments ranging from $67,708 to $89,306. The Company determined the lease to be an operating lease and recognized a right-of-use asset and an operating lease liability of $8,725,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7.00%. On June 26, 2022, the Company amended its lease effective July 1, 2022 for the warehouse in Ann Arbor, Michigan for an additional 12,800 sq ft through July 31, 2025, with total monthly lease payments ranging from $16,000 to $16,800. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $543,595 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 5.13%. On June 13, 2022, the Company entered into a lease effective October 1, 2022 for a building in San Jose, California through March 1, 2033, with total monthly lease payments ranging from $49,156 to $66,062. The Company determined the lease to be an operating lease and recognized a right-of-use asset of and operating lease liability of $5,506,357 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On September 9, 2022, the Company amended its lease effective as of October 1, 2022 for the warehouse in Ft. Myers, Florida through September 30, 2027, with total monthly lease payments ranging from $21,637 to $23,682. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $1,179,091 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 6.25%. The operating lease expense for the years ended December 31, 2022 and 2021 was $1,006,683 and $386,056, respectively. Of this amount, $329,938 and $0 is recorded in Cost of Revenues on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The remaining $676,745 and $386,056 is recorded within General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The cash paid under operating leases during the years ended December 31, 2022 and 2021 was $1,087,951 and $402,688, respectively. As of December 31, 2022, the weighted average remaining lease terms were 11.83 years and the weighted average discount rate was 6%. Note 3 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 Finance Leases As of June 30, 2023, all finance leases in the table above were related to property and equipment. Depreciation expense associated with the finance leases within property and equipment, net was $625,908 and $625,908 for the six months ended June 30, 2023 and 2022, respectively. Of this amount $89,006 and $0 is recorded within cost of revenues with the remainder recorded in general & administrative expenses on the consolidated statements of operations for the six months ended June 30, 2023 and 2022, respectively. Interest expense on finance leases for the six months ended June 30, 2023, and 2022 was $607,895 and $633,610, respectively, and is recorded in interest expense on the consolidated statements of operations. At June 30, 2023, the weighted average remaining lease terms were 11.5 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 The lease expense for the six months ended June 30, 2023 and 2022, were $1,292,535 and $253,121, respectively. Of this amount $372,352 and $0 were recorded within cost of revenues with the remainder recorded in general and administrative expense on the consolidated statements of operations for the six months ended June 30, |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 22, 2018, the Company issued a $3,000,000 note payable under the Amended and Restated Secured Promissory Note with the seller of VWES. The note is secured by the assets of VWES and bears interest at 7% per annum and is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020. The remaining principal and accrued interest is due on the 3-year anniversary. The Company is not current on its payments on the note. In August 2020, the company filed a lawsuit against Alan Martin regarding his note payable. The balance as of December 31, 2022, and 2021, was $2,857,500, and accrued interest of $1,710,577 and $1,170,861, respectively, which are reflective in the current liabilities. The default rate is 10% and the daily late charge is $575. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In connection with the Morris acquisition in January 2019, the Company issued three subordinated secured promissory notes for an aggregate of $3,100,000. The notes bear interest at 4.25% per annum, require monthly payment for the first 35 months of $31,755 with any remaining principal and accrued interest due on the 3 year- anniversary. The Company also issued three supplemental notes payable for an aggregate of $350,000. The notes bear interest at 4.25% per annum and are due on the 1-year anniversary. In May 2020, the Company amended the three supplemental notes of $116,667 each with the sellers of Morris. The notes were due January 1, 2020. Each of the new notes as of the date of amendment had accrued interest of $2,703. This was added to the note resulting in the principal amount of each of the new notes equaling to $119,370. The amendment required an initial payment of $30,000 for each note, which was made on May 23, 2020, and 8 monthly installments of $10,000 with one final payment of $13,882 through January 2021. The amended notes have an interest rate of 6%. As of December 31, 2022, the outstanding balance on these notes and supplemental notes were paid in full. In connection with the Deluxe acquisition in November 2019, the Company issued two subordinated secured promissory notes to the seller. The first note for $1,900,000 bears interest at 4.25% per annum, require monthly payment for the first 35 months of $19,463 with any remaining principal and accrued interest due on the 3 year-anniversary. The second note for $496,343 bears interest at 8.75% and is due in January 2020. In January 2020, the Company entered into a debt conversion agreement with the seller, which fully settled the second note. On April 8, 2021, the Company entered into a settlement agreement with the seller wherein the outstanding balance on the first note amounting to $1,883,418 including accrued interest and net other costs was settled in full through a payment of approximately $887,000 and the exchange of 1,617,067 shares of the Company’s Class C common shares held by the seller for the same number of shares of the Company’s Class A common stock. The Company recognized a gain on extinguishment of debt totaling $803,079 during the year ended December 31, 2021, as a result of the settlement of the note. In connection with the Excel acquisition in February 2020, the Company issued a subordinated secured promissory note to the seller. The note for $2,300,000 bears interest at 4.25% per annum, requires monthly interest only payments for 48 months and is due February 2024. The ending balance for this loan as of December 31, 2022 and 2021, was $2,062,318. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In October 2019, Morris entered into an equipment finance note for $107,997 with an interest rate of 9.4% for 48 monthly payments with Bryn Mawr Equipment Finance Inc. The outstanding balance on this note as of December 31, 2022 and 2021, was $23,405 and $52,504, respectively. In connection with the RCA acquisition in December 2021, the Company issued two subordinated secured promissory notes for an aggregate of $2,000,000. The notes are amortized over 10 years, bear interest at 3.75% per annum and require monthly payment of at least $19,590. After three years, the unpaid principal amount on the notes will be immediately due. In April and May 2020, the Company received seven loans under the Paycheck Protection Program of the U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,108. During the year ended December 31, 2021, the Company also acquired four loans with a book value totaling $1,799,725 due to acquisitions, and fair value of $65,000. The loans have terms of 24 months and accrue interest at 1% per annum. The Company paid $88,160 for the loan assumed in connection with the IA acquisition, and the remaining $356,690 was forgiven. The remaining ten loans were forgiven as provided by the CARES Act during the year ended December 31, 2021. The Company recognized a gain on forgiveness of debt of $0 and $3,896,108 for the years ended December 31, 2022 and December 31, 2021, respectively. The Company also assumed an Economic Injury Disaster Loan (EIDL) of $65,000 in connection with the Vayu acquisition, which was still outstanding as of December 31, 2022. On August 27, 2021 the Company entered into $4.7 million agreement for the purchase of a building located at 4740 Cleveland in Ft. Myers, Florida. The loan bears interest at a rate of 3.95% per annum for a term of 10-years and requires monthly payments of $24,722. The loan is secured by the building and a guarantee by the Company. On June 23, 2022, the Company sold the building at 4740 S. Cleveland Ave. Fort Myers, Florida, for $13,200,000. The Company determined that it had transferred control of the building to the buyer, has derecognized the asset, and recognized a gain on the sale of $5,822,450 and paid off the outstanding mortgage of $4,642,043. Under ASC 842, Leases , the Company simultaneously entered into a sale leaseback transaction where the building was then leased back (See Note 3). In January 2022, Alt Labs entered into a note payable for $500,000 with an interest rate of 3.85% for 60 monthly payments of $9,186. The outstanding balance on this note as of December 31, 2022, was $414,498. In May 2022, Morris entered into an equipment finance note for $61,000 with an interest rate of 10% for 60 monthly payments of $1,314. The outstanding balance on this note as of December 31, 2022, was $53,595. In January 2022, Morris entered into an equipment finance note for $89,153 with an interest rate of 5.86% for 60 monthly payments of $1,722. The outstanding balance on this note as of December 31, 2022, was $74,644. In March 2022, Morris entered into an equipment finance note for $93,433 with an interest rate of 5.86% for 60 monthly payments of $1,804. The outstanding balance on this note as of December 31, 2022, was $79,653. In May 2021, Morris entered into a revolving line of credit totaling $2.5 million with a variable interest rate based on the current WSJ Prime rate, which was 7.50% per annum as of December 31, 2022. The business assets of Morris are pledged as collateral on this line of credit. The term end date for this line was October 2022, but has been extended through May 2023. The total line of credit used as of December 31, 2022 and December 31, 2021, was $2.49 million and $1.73 million respectively, with approximately $7 thousand available to be drawn on as of December 31, 2022. In September 2021, QCA entered into a revolving line of credit totaling $5.5 million that includes a capital expenditure line of credit $0.5 million, with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on this line of credit. The term end date on this line of credit is September 2023. The line of credit used as of December 31, 2022 and December 31, 2021 was $5.0 million and $2.0 million, respectively, with approximately $51 thousand available to be drawn on as of December 31, 2022. In April 2022, Alt Labs entered into three revolving lines of credit totaling $5.0 million with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for two of the three lines of credit is March 2024, while the term date of the third line of credit is March 2026. The total lines of credit used as of December 31, 2022 was $1.84 million, with approximately $17 thousand available to be drawn on as of December 31, 2022. Alt Labs had an existing line of credit totaling $750 thousand as of December 31, 2021. This was paid out and closed as part of opening the new lines of credit in 2022. In September 2022, RCA entered into a revolving line of credit totaling $20.0 million with an interest rate of 1.75% plus the secured overnight financing rate (SOFR). AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for this line of credit is September 2027. The total lines of credit used as of December 31, 2022 was $5.54 million, with approximately $3.80 million available to be drawn on as of December 31, 2022. RCA had an existing line of credit totaling $10.0 million, with a used total of $5.64 million as of December 31, 2021. The balance of the existing line of credit was paid off and closed as part of the opening of the new line of credit in September 2022. The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. As of the date of this Report, the Company was not in compliance with these covenants as the 10-K report was not filed within 90 days from the year ended December 31, 2022. However, the Company received waivers extended through May 5th, 2023. As such, the Company will be in compliance with the covenants as of the date of this report. The outstanding balances for the loans as of December 31, 2022 and 2021 were as follows: December 31, December 31, Lines of credit, current portion $ 7,426,814 $ 4,473,489 Equipment loans, current portion 68,410 61,640 Term notes, current portion 3,132,726 5,628,884 Total current 10,627,950 10,164,013 Line of credit, net of current portion 7,215,520 5,640,051 Long-term portion of equipment loans and term notes 4,266,350 8,426,105 Total notes payable $ 22,109,820 $ 24,230,169 Future scheduled maturities of outstanding debt are as follows: Years Ending December 31, 2023 $ 10,627,950 2024 5,104,159 2025 155,254 2026 734,607 2027 5,422,850 Thereafter 65,000 Total $ 22,109,820 Note 4 – Debt The outstanding balances for the loans as of June 30, 2023, and December 31, 2022, were as follows: June 30, December 31, Lines of credit, current portion $ 8,699,609 $ 7,426,814 Equipment loans, current portion 76,072 68,410 Related party term notes, current portion 555,000 — Term notes, current portion 6,094,400 3,132,726 Total current 15,425,081 10,627,950 Lines of credit, net of current portion 4,058,411 7,215,520 Long-term portion of equipment loans and term notes 2,144,048 4,266,350 Total notes payable and lines of credit $ 21,627,540 $ 22,109,820 Future scheduled maturities of outstanding debt are as follows: Twelve Months Ending June 30, 2024 $ 15,425,081 2025 1,743,815 2026 669,034 2027 123,428 2028 3,594,396 Thereafter 71,786 Total $ 21,627,540 In August 2020, the Company filed a lawsuit against Alan Martin regarding his note payable. As of June 30, 2023 and 2022, the note had a balance of $2.9 million, and accrued interest and late fees of $2.0 million, which are reflective in current liabilities. The default rate was 10% and the daily late charge was $575. On July 31, 2023, the Company and Mr. Martin agreed to a settlement agreement to resolve litigation surrounding this matter (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 8, Commitments and Contingencies, below). During May 2023, the Company issued a $0.2 million nine-month note payable to an outside investor with an annual interest rate of 15%, with the proceeds to be used for general corporate purposes. In June 2023, Morris entered into a Forbearance agreement with its banking partner that extended the maturity of the line of credit to July 21, 2023 from May 31, 2023. In July 2023, Morris entered into an Amended Forbearance agreement extending the forbearance period until August 31, 2023. In June 2023, Quality Circuit Assembly entered into the third amendment on its loan and security agreement that increased the maximum limit to $7 million from $5 million. During 2023, the Company had four revolving lines of credit in the aggregate of $35.0 million, including one capital expenditures line of credit of $0.5 million. The revolving lines of credit used as of June 30, 2023, totaled $12.8 million with interest rates ranging from WSJ prime plus 2.50% - 4.25% and terms ranging from one Note 5 - Convertible Debt In May 2023, the Company issued a one-year $0.4 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 13,750 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $24,500. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $243,529, which was recorded as debt issuance cost. The carrying value of the note as of June 30, 2023 was $185,476 and is recorded as convertible debt on the consolidated balance sheet. In June 2023, the Company issued a one-year $1.7 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 67,400 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $242,120. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $757,280, which was recorded as debt issuance cost. Further, the Company issued 200,000 warrants to purchase common stock to the investor and 3,579 warrants as a finders fee. The Company calculated the fair value of the warrants using a Black-Scholes option pricing model (Note 6) to be $378,000 and $6,764, respectively, which was recorded as a debt issuance cost. As the warrants have a change of control redemption feature, the warrants are classified as a liability within accrued expenses on the consolidated balance sheet. The carrying value of the note as of June 30, 2023 was $285,836 and is recorded as convertible debt on the consolidated balance sheet. All convertible debt is classified as a current liability on the balance sheet and matures within the next twelve months. |
Preferred Stock Subject to Rede
Preferred Stock Subject to Redemption | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock Subject to Redemption | Preferred Stock Subject to Redemption Series C Preferred Stock The Company designated 2,028,572 shares of Series C Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series C Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series C Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series C Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series C Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series C Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock. Conversion - The Series C Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series C Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series C Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series C Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class C Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 120-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series C Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series C Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. During the year ended December 31, 2020, the Company issued 1,714,286 shares of Series C Preferred Stock in connection with the acquisition of assets of IA that were valued at $5,848,013. The difference in stated value will be accreted over a 24 month period or upon conversion from Series C Preferred Stock to Class A Common stock. As of December 31, 2022, and 2021, 1,714,286 and 1,704,137, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest expense in the amount of $0 and $69,661 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 10,149 shares of Series C Preferred Stock were outstanding, respectively. Series D Preferred Stock The Company designated 1,628,572 shares of Series D Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series D Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series D Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series D Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series D Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series D Preferred Stock. Conversion - The Series D Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series D Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series D Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series D Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class A Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 90-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series D Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. Registration Rights - The shares issued on conversion of the Series D Preferred Stock have piggyback registration rights beginning on that date which his six months after the date on which the Company’s Class A Common Stock trades on a national securities exchange, and are subject to standard underwriter holdback limitations. During the year ended December 31, 2021, the Company issued 1,432,224 shares of Series D Preferred Stock in connection with the acquisition of assets of Vayu that were valued at $6,653,309. The difference in stated value will be accreted over a 24-month period or upon conversion from Series D Preferred Stock to Class A Common stock. As of December 31, 2022 and 2021, 1,432,224 and 1,353,570, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest income in the amount of $0 and $615,170 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 78,674 shares of Series D Preferred Stock were outstanding, respectively. Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. Series B Preferred Stock The Company is authorized to issue 100 shares of Series B preferred stock. The Series B Preferred Stock has a $1.00 stated value and does not accrue dividends. The Series B has the following voting rights: • If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of Common Stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock. • If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to: Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities. The Series B Preferred Stock shall be convertible into shares of the Company's Class A Common Stock only as follows: • In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis). • Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock. As of December 31, 2022 and 2021, 5 and 5 shares of Series B Preferred Stock were outstanding and were issued to certain members of the Board of Directors for services rendered. Common Stock Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue three classes of common stock: Class A common stock, which has one vote per share, Class B common stock, which has ten votes per share and Class C common stock, which has five votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Other than the voting rights, the Class A and Class B common stock are identical. Any holder of Class C common stock may convert 25% of his or her shares at any time after the 3rd to 6th anniversary into shares of Class A common stock on a share-for-share basis. Other than the voting rights the Class A and Class C common stock are identical. The Company had the following transactions in its common stock during the year ended December 31, 2022: • In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 of Series D Preferred Stock. • In January 2022, the Company amended the Corporation's Amended and Restated Certificate of Incorporation increasing the authorized capital stock from 195,000,000 to 295,000,000. • In March 2022, the Company issued 39,386 shares of Class A common stock for services with a value of $99,252. • In April 2022, the Company issued 171,850 shares of Class A common stock at a value of $132,325 as employee compensation. • During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering"). • In July 2022, the Company sold 14,492,754 shares of Class A common stock and 14,492,754 warrants to certain investors, under a registered direct offering, for net proceeds of $9,175,000. The warrants have an exercise price of $0.69 per share and a term of 5 years. • In July 2022, the Company issued 60,600 shares of Class A common stock for cash of $42,318 in connection with its ATM offering. • In August 2022, certain investors exercised 1,449,276 warrants at an exercise price of $0.69, for net proceeds of $1,000,000. • In September 2022, certain shareholders converted 37,500 shares of Class C common stock for 37,500 shares of Class A common stock. • In October 2022, certain shareholders converted 201,806 shares of Class C common stock for 201,806 shares of Class A common stock. • In November 2022, certain shareholders converted 22,662 shares of Class C common stock for 22,662 shares of Class A common stock. The Company had the following transactions in its common stock during the year ended December 31, 2021: • On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors to purchase 8,333,333 shares of the Company’s Class A common stock for aggregate gross proceeds of approximately $50 million. A.G.P./Alliance Global Partners served as the placement agent and received a cash fee of 7% of the aggregate gross proceeds and warrants to purchase shares of the Company’s Class A Common Stock equal to 5% of the number of shares sold in the offering with an exercise price of $6.60 per share and are not exercisable until August 16, 2021. Net proceeds from the sale of shares amounted to approximately $45 million. • In February 2021, the Company issued 1,524,064 shares of Class A common stock to an investor for cash for total proceeds of approximately $9.3 million. • On March 17, 2021, the Company repurchased 45,000 shares of Class C common stock for $185,850. • On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class C common stock by the holder of the Class C common stock. • On May 5, 2021, the Company issued 281,223 shares of Class A common stock that were valued at $1,102,394 in connection with the acquisition of TDI. • On May 10, 2021, the Company issued 361,787 shares of Class A common stock that were valued at $1,432,677 in connection with the acquisition of Alt Labs. • On May 17, 2021, the Company issued 350,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock. • On October 20, 2021, the Company issued 888,881 shares of Class A common stock that were valued at $3,617,746 in connection with the acquisition of Identified Technology. • On November 9, 2021, the Company issued 2,409,248 shares of Class A common stock for no additional consideration upon conversion of 1,704,137 shares of Series D Preferred Stock and 1,353,570 shares of Series C Preferred Stock. • On November 15, 2021 the Company issued 125,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock . • On November 26, 2021, the Company closed on a registered direct offering where it sold to certain investors a total of 8,571,430 shares of the Company’s Class A common stock and 4,285,715 warrant to purchase shares of Class A common stock for net proceeds of $22,189,152. • On November 29, 2021, the Company issued 1,803,279 shares of Class A common stock that were valued at $4,562,996 in connection with the ElecJet acquisition. • On November 29, 2021, the Company granted 983,636 contingent shares of Class A common stock that were valued at $2,488,599 in connection with the ElecJet acquisition. These contingent shares represent equity compensation for post-acquisition services and are accounted for under ASC 718. Of this amount, 655,758 of the contingent shares valued at $1,659,063 are performance based and management determined the performance conditions were deemed not probable and as such, no expense was recognized for the years ended December 31, 2022 and 2021. The remaining 327,878 shares are a time-based award and is recognized based on the grant-date fair value of the shares of $829,536 over the vesting period of 3-years. As such, the Company recognized $0 and $299,555 of stock based compensation expense related to this award for the years ended December 31, 2021 and 2022, respectively. • On December 9, 2021, in connection with the acquisition of DTI Services Limited Liability Company, the Company issued 1,587,301 shares of its Class A Common Stock that were valued at $3,682,539. • On December 20, 2021, the Company issued 100,000 shares of Class A common stock in connection with the HWT legal proceedings. • On December 29, 2021, the Company issued 99,018 shares of Class A common stock to management in connection with the acquisition of DTI Services Limited Liability Company. • During the year ended December 31, 2021 , the Company issued 7,384,018 shares of Class A common stock for the conversion of total debt and accrued liabilities totaling $1,886,898. Stock Options The Company has issued stock options to purchase shares of the Company’s Class A common stock issued pursuant to the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 1,790,000 $ 0.19 7.09 $ 6,176,855 Granted — Forfeited — Exercised — Outstanding at December 31, 2021 1,790,000 $ 0.19 6.09 $ 3,098,055 Granted 2,084,620 $ 0.77 Forfeited (781,712) $ 0.32 Exercised — $ — Outstanding at December 31, 2022 3,092,908 $ 0.55 7.94 $ 463,494 Vested and expected to vest at December 31, 2022 3,092,909 $ 0.55 7.94 $ 463,494 Exercisable at December 31, 2022 1,084,500 $ 0.14 5.37 $ 463,494 The following table summarizes information about options outstanding and exercisable as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.05 891,500 5.38 $ 0.05 891,500 $ 0.05 0.10 85,000 5.28 0.10 85,000 0.10 0.13 — 4.58 0.13 — 0.13 0.77 2,008,409 9.33 0.77 — 0.77 0.90 108,000 4.27 0.90 108,000 0.90 3,092,909 1,084,500 During the years ended December 31, 2022 and 2021, stock option expense amounted to $473,159 and $36,538, respectively. Unrecognized stock option expense as of December 31, 2022 amounted to $1,053,547, which will be recognized over a period extending through December 2023. During the year ended December 31, 2022, the Company issued 2,084,620 options in connection with the Company's 2021 Employee Equity Incentive Plan (the "Plan"). The options have an exercise price of $0.77, vest annually over a three year vesting period and expire on April 29, 2032. The fair value of the 2,084,620 options issued in connection with the Plan is $1,534,401, and was determined using the Black-Scholes option pricing model with the following assumptions: Stock price $ 0.77 Risk-free interest rate 2.90 % Expected life of the options 6.25 years Expected volatility 158 % Expected dividend yield 0 % Warrants The following summarizes the warrant activity for the years ended December 31, 2022, and 2021: Warrants Weighted- Weighted- Aggregate Outstanding at December 31, 2020 275,000 $ 1.01 0.23 $ 723,250 Granted 5,527,778 3.32 Forfeited (275,000) 1.01 Exercised — — Outstanding at December 31, 2021 5,527,778 $ 3.32 4.62 $ — Granted 14,492,754 0.69 Forfeited — — Exercised (1,449,276) 0.69 Outstanding at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Vested and expected to vest at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Exercisable at December 31, 2022 18,571,256 $ 1.47 4.31 $ — The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 6.60 416,667 2.13 $ 6.60 416,667 $ 6.60 2.52 396,825 1.94 2.52 396,825 2.52 3.10 4,285,715 3.9 3.10 4,285,715 3.1 3.08 428,571 3.9 3.08 428,571 3.08 0.69 13,043,478 4.6 0.69 13,043,478 0.69 18,571,256 18,571,256 During the year ended December 31, 2021, the Company issued 416,667 warrants to a placement agent in connection with sale of its common stock. The warrants have an exercise price of $6.60, were exercisable as of August 16, 2021 and expire on February 16, 2025. The Company issued another 428,571 warrants to a placement agent in connection with the sale of its common stock. The warrants have an exercise price of $3.08, were exercisable as of May 26, 2021 and expire November 22, 2026. The Company issued another 396,825 warrants in connection to the RCA acquisition. The warrants have an exercise price of $2.52, were exercisable as of December 9, 2021 and expire December 9, 2024. During July 2022, the Company issued another 14,492,754 warrants to certain investors in connection with the sale of its common stock. The warrants have an exercise price of 0.69, were exercisable as of as of July 13, 2022, and expire July 13, 2027. The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 7) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions: Stock price $0.62 - 7.03 Risk-free interest rate 0.01 - 1.02% Expected life of the options 1.5-5 years Expected volatility 157-347% Expected dividend yield 0 % Note 6 – Stockholders' Equity On May 12, 2023, a Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C Common Stock, and to decrease the number of shares of Class A Common Stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”). The Reverse Split and the Class A Common Stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding Class A Common Stock automatically converted into one share of Class A Common Stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Additionally, every eight shares of the Company’s issued and outstanding Class B Common Stock automatically converted into one share of Class B Common Stock, without any change in the par value per share, and every eight shares of the Company’s issued and outstanding Class C Common Stock automatically converted into one share of Class C Common Stock, without any change in the par value per share. The Reverse Split affected all holders of Class A, Class B, and Class C Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A Common Stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A Common Stock subject to such options or warrants and the exercise prices thereof. The impact of this change in capital structure has been retrospectively applied to all periods presented herein. Common Stock and Series B Preferred Stock The Company had the following transactions in its common stock during the six months ended June 30, 2023: • In April 2023, a shareholder converted 162,500 shares of Class B common stock into 162,500 shares of Class A common stock. • In May 2023, the Company issued 13,750 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. • In June 2023, the Company issued 67,400 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. Series B Preferred Stock During April 2023, a shareholder converted 1 share of Series B preferred stock into 1 share of Class A common stock. Stock Options The following summarizes the stock option activity for the six months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 386,751 $ 4.39 7.94 $ 463,495 Granted — — Forfeited (16,844) 6.16 Exercised — — Outstanding at June 30, 2023 369,907 $ 4.31 7.38 $ 193,492 Exercisable at June 30, 2023 159,001 $ 1.85 5.46 $ 193,492 The following table summarizes information about options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.40 111,438 5.01 $ 0.40 111,438 $ 0.40 0.80 10,625 4.78 0.80 10,625 0.80 6.16 234,340 8.84 6.16 23,434 6.16 7.20 13,504 3.77 7.20 13,504 7.20 369,907 159,001 During the six months ended June 30, 2023 and 2022, stock option expense amounted to $0.3 million and $0.5 million, respectively. Unrecognized stock option expense as of June 30, 2023, amounted to $0.8 million, which will be recognized over a period extending through April 2025. Warrants The following summarizes the warrants activity for the six months ended June 30, 2023: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2022 2,321,411 $ 11.78 4.31 $ — Granted 203,579 3.51 5.00 Forfeited — — Exercised — — Outstanding at June 30, 2023 2,524,990 $ 11.12 3.87 $ — Exercisable at June 30, 2023 2,524,990 $ 11.12 3.87 $ — The following table summarizes information about warrants outstanding and exercisable as of June 30, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 52.80 52,084 1.64 $ 52.80 52,084 $ 52.80 20.16 49,604 1.45 20.16 49,604 20.16 24.80 535,716 3.41 24.80 535,716 24.80 24.64 53,572 3.40 24.64 53,572 24.64 5.52 1,630,435 4.04 5.52 1,630,435 5.52 3.50 200,000 5.00 3.50 200,000 3.50 4.20 3,579 5.00 4.20 3,579 4.20 2,524,990 2,524,990 During the six months ended June 30, 2023, the Company issued 200,000 and 3,579 warrants to two holders in connection with the issuance of a convertible note payable. The warrants have an exercise price of $3.50 and $4.20, respectively, were exercisable as of June 29, 2023 and expire on June 29, 2028. The fair value of the 200,000 and 3,579 warrants issued is $378,000 and $6,764, respectively, and was determined using the Black-Scholes option pricing model. The fair value of the warrants was determined using the following assumptions Stock price $ 1.89 Risk-free interest rate 4.50 % Expected life of the warrants 2.5 Expected volatility 1242% Expected dividend yield 0 % |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Preferred Stock Subject to Redemption Series C Preferred Stock The Company designated 2,028,572 shares of Series C Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series C Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series C Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series C Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series C Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series C Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock. Conversion - The Series C Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series C Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series C Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series C Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class C Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 120-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series C Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series C Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. During the year ended December 31, 2020, the Company issued 1,714,286 shares of Series C Preferred Stock in connection with the acquisition of assets of IA that were valued at $5,848,013. The difference in stated value will be accreted over a 24 month period or upon conversion from Series C Preferred Stock to Class A Common stock. As of December 31, 2022, and 2021, 1,714,286 and 1,704,137, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest expense in the amount of $0 and $69,661 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 10,149 shares of Series C Preferred Stock were outstanding, respectively. Series D Preferred Stock The Company designated 1,628,572 shares of Series D Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series D Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series D Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series D Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series D Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series D Preferred Stock. Conversion - The Series D Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series D Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series D Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series D Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class A Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 90-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series D Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. Registration Rights - The shares issued on conversion of the Series D Preferred Stock have piggyback registration rights beginning on that date which his six months after the date on which the Company’s Class A Common Stock trades on a national securities exchange, and are subject to standard underwriter holdback limitations. During the year ended December 31, 2021, the Company issued 1,432,224 shares of Series D Preferred Stock in connection with the acquisition of assets of Vayu that were valued at $6,653,309. The difference in stated value will be accreted over a 24-month period or upon conversion from Series D Preferred Stock to Class A Common stock. As of December 31, 2022 and 2021, 1,432,224 and 1,353,570, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest income in the amount of $0 and $615,170 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 78,674 shares of Series D Preferred Stock were outstanding, respectively. Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. Series B Preferred Stock The Company is authorized to issue 100 shares of Series B preferred stock. The Series B Preferred Stock has a $1.00 stated value and does not accrue dividends. The Series B has the following voting rights: • If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of Common Stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock. • If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to: Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities. The Series B Preferred Stock shall be convertible into shares of the Company's Class A Common Stock only as follows: • In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis). • Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock. As of December 31, 2022 and 2021, 5 and 5 shares of Series B Preferred Stock were outstanding and were issued to certain members of the Board of Directors for services rendered. Common Stock Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue three classes of common stock: Class A common stock, which has one vote per share, Class B common stock, which has ten votes per share and Class C common stock, which has five votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Other than the voting rights, the Class A and Class B common stock are identical. Any holder of Class C common stock may convert 25% of his or her shares at any time after the 3rd to 6th anniversary into shares of Class A common stock on a share-for-share basis. Other than the voting rights the Class A and Class C common stock are identical. The Company had the following transactions in its common stock during the year ended December 31, 2022: • In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 of Series D Preferred Stock. • In January 2022, the Company amended the Corporation's Amended and Restated Certificate of Incorporation increasing the authorized capital stock from 195,000,000 to 295,000,000. • In March 2022, the Company issued 39,386 shares of Class A common stock for services with a value of $99,252. • In April 2022, the Company issued 171,850 shares of Class A common stock at a value of $132,325 as employee compensation. • During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering"). • In July 2022, the Company sold 14,492,754 shares of Class A common stock and 14,492,754 warrants to certain investors, under a registered direct offering, for net proceeds of $9,175,000. The warrants have an exercise price of $0.69 per share and a term of 5 years. • In July 2022, the Company issued 60,600 shares of Class A common stock for cash of $42,318 in connection with its ATM offering. • In August 2022, certain investors exercised 1,449,276 warrants at an exercise price of $0.69, for net proceeds of $1,000,000. • In September 2022, certain shareholders converted 37,500 shares of Class C common stock for 37,500 shares of Class A common stock. • In October 2022, certain shareholders converted 201,806 shares of Class C common stock for 201,806 shares of Class A common stock. • In November 2022, certain shareholders converted 22,662 shares of Class C common stock for 22,662 shares of Class A common stock. The Company had the following transactions in its common stock during the year ended December 31, 2021: • On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors to purchase 8,333,333 shares of the Company’s Class A common stock for aggregate gross proceeds of approximately $50 million. A.G.P./Alliance Global Partners served as the placement agent and received a cash fee of 7% of the aggregate gross proceeds and warrants to purchase shares of the Company’s Class A Common Stock equal to 5% of the number of shares sold in the offering with an exercise price of $6.60 per share and are not exercisable until August 16, 2021. Net proceeds from the sale of shares amounted to approximately $45 million. • In February 2021, the Company issued 1,524,064 shares of Class A common stock to an investor for cash for total proceeds of approximately $9.3 million. • On March 17, 2021, the Company repurchased 45,000 shares of Class C common stock for $185,850. • On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class C common stock by the holder of the Class C common stock. • On May 5, 2021, the Company issued 281,223 shares of Class A common stock that were valued at $1,102,394 in connection with the acquisition of TDI. • On May 10, 2021, the Company issued 361,787 shares of Class A common stock that were valued at $1,432,677 in connection with the acquisition of Alt Labs. • On May 17, 2021, the Company issued 350,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock. • On October 20, 2021, the Company issued 888,881 shares of Class A common stock that were valued at $3,617,746 in connection with the acquisition of Identified Technology. • On November 9, 2021, the Company issued 2,409,248 shares of Class A common stock for no additional consideration upon conversion of 1,704,137 shares of Series D Preferred Stock and 1,353,570 shares of Series C Preferred Stock. • On November 15, 2021 the Company issued 125,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock . • On November 26, 2021, the Company closed on a registered direct offering where it sold to certain investors a total of 8,571,430 shares of the Company’s Class A common stock and 4,285,715 warrant to purchase shares of Class A common stock for net proceeds of $22,189,152. • On November 29, 2021, the Company issued 1,803,279 shares of Class A common stock that were valued at $4,562,996 in connection with the ElecJet acquisition. • On November 29, 2021, the Company granted 983,636 contingent shares of Class A common stock that were valued at $2,488,599 in connection with the ElecJet acquisition. These contingent shares represent equity compensation for post-acquisition services and are accounted for under ASC 718. Of this amount, 655,758 of the contingent shares valued at $1,659,063 are performance based and management determined the performance conditions were deemed not probable and as such, no expense was recognized for the years ended December 31, 2022 and 2021. The remaining 327,878 shares are a time-based award and is recognized based on the grant-date fair value of the shares of $829,536 over the vesting period of 3-years. As such, the Company recognized $0 and $299,555 of stock based compensation expense related to this award for the years ended December 31, 2021 and 2022, respectively. • On December 9, 2021, in connection with the acquisition of DTI Services Limited Liability Company, the Company issued 1,587,301 shares of its Class A Common Stock that were valued at $3,682,539. • On December 20, 2021, the Company issued 100,000 shares of Class A common stock in connection with the HWT legal proceedings. • On December 29, 2021, the Company issued 99,018 shares of Class A common stock to management in connection with the acquisition of DTI Services Limited Liability Company. • During the year ended December 31, 2021 , the Company issued 7,384,018 shares of Class A common stock for the conversion of total debt and accrued liabilities totaling $1,886,898. Stock Options The Company has issued stock options to purchase shares of the Company’s Class A common stock issued pursuant to the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 1,790,000 $ 0.19 7.09 $ 6,176,855 Granted — Forfeited — Exercised — Outstanding at December 31, 2021 1,790,000 $ 0.19 6.09 $ 3,098,055 Granted 2,084,620 $ 0.77 Forfeited (781,712) $ 0.32 Exercised — $ — Outstanding at December 31, 2022 3,092,908 $ 0.55 7.94 $ 463,494 Vested and expected to vest at December 31, 2022 3,092,909 $ 0.55 7.94 $ 463,494 Exercisable at December 31, 2022 1,084,500 $ 0.14 5.37 $ 463,494 The following table summarizes information about options outstanding and exercisable as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.05 891,500 5.38 $ 0.05 891,500 $ 0.05 0.10 85,000 5.28 0.10 85,000 0.10 0.13 — 4.58 0.13 — 0.13 0.77 2,008,409 9.33 0.77 — 0.77 0.90 108,000 4.27 0.90 108,000 0.90 3,092,909 1,084,500 During the years ended December 31, 2022 and 2021, stock option expense amounted to $473,159 and $36,538, respectively. Unrecognized stock option expense as of December 31, 2022 amounted to $1,053,547, which will be recognized over a period extending through December 2023. During the year ended December 31, 2022, the Company issued 2,084,620 options in connection with the Company's 2021 Employee Equity Incentive Plan (the "Plan"). The options have an exercise price of $0.77, vest annually over a three year vesting period and expire on April 29, 2032. The fair value of the 2,084,620 options issued in connection with the Plan is $1,534,401, and was determined using the Black-Scholes option pricing model with the following assumptions: Stock price $ 0.77 Risk-free interest rate 2.90 % Expected life of the options 6.25 years Expected volatility 158 % Expected dividend yield 0 % Warrants The following summarizes the warrant activity for the years ended December 31, 2022, and 2021: Warrants Weighted- Weighted- Aggregate Outstanding at December 31, 2020 275,000 $ 1.01 0.23 $ 723,250 Granted 5,527,778 3.32 Forfeited (275,000) 1.01 Exercised — — Outstanding at December 31, 2021 5,527,778 $ 3.32 4.62 $ — Granted 14,492,754 0.69 Forfeited — — Exercised (1,449,276) 0.69 Outstanding at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Vested and expected to vest at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Exercisable at December 31, 2022 18,571,256 $ 1.47 4.31 $ — The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 6.60 416,667 2.13 $ 6.60 416,667 $ 6.60 2.52 396,825 1.94 2.52 396,825 2.52 3.10 4,285,715 3.9 3.10 4,285,715 3.1 3.08 428,571 3.9 3.08 428,571 3.08 0.69 13,043,478 4.6 0.69 13,043,478 0.69 18,571,256 18,571,256 During the year ended December 31, 2021, the Company issued 416,667 warrants to a placement agent in connection with sale of its common stock. The warrants have an exercise price of $6.60, were exercisable as of August 16, 2021 and expire on February 16, 2025. The Company issued another 428,571 warrants to a placement agent in connection with the sale of its common stock. The warrants have an exercise price of $3.08, were exercisable as of May 26, 2021 and expire November 22, 2026. The Company issued another 396,825 warrants in connection to the RCA acquisition. The warrants have an exercise price of $2.52, were exercisable as of December 9, 2021 and expire December 9, 2024. During July 2022, the Company issued another 14,492,754 warrants to certain investors in connection with the sale of its common stock. The warrants have an exercise price of 0.69, were exercisable as of as of July 13, 2022, and expire July 13, 2027. The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 7) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions: Stock price $0.62 - 7.03 Risk-free interest rate 0.01 - 1.02% Expected life of the options 1.5-5 years Expected volatility 157-347% Expected dividend yield 0 % Note 6 – Stockholders' Equity On May 12, 2023, a Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C Common Stock, and to decrease the number of shares of Class A Common Stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”). The Reverse Split and the Class A Common Stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding Class A Common Stock automatically converted into one share of Class A Common Stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Additionally, every eight shares of the Company’s issued and outstanding Class B Common Stock automatically converted into one share of Class B Common Stock, without any change in the par value per share, and every eight shares of the Company’s issued and outstanding Class C Common Stock automatically converted into one share of Class C Common Stock, without any change in the par value per share. The Reverse Split affected all holders of Class A, Class B, and Class C Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A Common Stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A Common Stock subject to such options or warrants and the exercise prices thereof. The impact of this change in capital structure has been retrospectively applied to all periods presented herein. Common Stock and Series B Preferred Stock The Company had the following transactions in its common stock during the six months ended June 30, 2023: • In April 2023, a shareholder converted 162,500 shares of Class B common stock into 162,500 shares of Class A common stock. • In May 2023, the Company issued 13,750 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. • In June 2023, the Company issued 67,400 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. Series B Preferred Stock During April 2023, a shareholder converted 1 share of Series B preferred stock into 1 share of Class A common stock. Stock Options The following summarizes the stock option activity for the six months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 386,751 $ 4.39 7.94 $ 463,495 Granted — — Forfeited (16,844) 6.16 Exercised — — Outstanding at June 30, 2023 369,907 $ 4.31 7.38 $ 193,492 Exercisable at June 30, 2023 159,001 $ 1.85 5.46 $ 193,492 The following table summarizes information about options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.40 111,438 5.01 $ 0.40 111,438 $ 0.40 0.80 10,625 4.78 0.80 10,625 0.80 6.16 234,340 8.84 6.16 23,434 6.16 7.20 13,504 3.77 7.20 13,504 7.20 369,907 159,001 During the six months ended June 30, 2023 and 2022, stock option expense amounted to $0.3 million and $0.5 million, respectively. Unrecognized stock option expense as of June 30, 2023, amounted to $0.8 million, which will be recognized over a period extending through April 2025. Warrants The following summarizes the warrants activity for the six months ended June 30, 2023: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2022 2,321,411 $ 11.78 4.31 $ — Granted 203,579 3.51 5.00 Forfeited — — Exercised — — Outstanding at June 30, 2023 2,524,990 $ 11.12 3.87 $ — Exercisable at June 30, 2023 2,524,990 $ 11.12 3.87 $ — The following table summarizes information about warrants outstanding and exercisable as of June 30, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 52.80 52,084 1.64 $ 52.80 52,084 $ 52.80 20.16 49,604 1.45 20.16 49,604 20.16 24.80 535,716 3.41 24.80 535,716 24.80 24.64 53,572 3.40 24.64 53,572 24.64 5.52 1,630,435 4.04 5.52 1,630,435 5.52 3.50 200,000 5.00 3.50 200,000 3.50 4.20 3,579 5.00 4.20 3,579 4.20 2,524,990 2,524,990 During the six months ended June 30, 2023, the Company issued 200,000 and 3,579 warrants to two holders in connection with the issuance of a convertible note payable. The warrants have an exercise price of $3.50 and $4.20, respectively, were exercisable as of June 29, 2023 and expire on June 29, 2028. The fair value of the 200,000 and 3,579 warrants issued is $378,000 and $6,764, respectively, and was determined using the Black-Scholes option pricing model. The fair value of the warrants was determined using the following assumptions Stock price $ 1.89 Risk-free interest rate 4.50 % Expected life of the warrants 2.5 Expected volatility 1242% Expected dividend yield 0 % |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations or the various acquisitions noted below that occurred during the year ended December 31, 2021, there were minimal amounts of transaction costs incurred by the Company ranging from $0-$40,000 that are deemed immaterial. Any transactions costs associated with each acquisition below was expensed as incurred, and are recorded within General & Administrative expenses on the Consolidated Statements of Operations. Vayu (US) Effective February 8, 2021, the Company purchased Vayu Inc to add to its A4 Aerospace services portfolio of companies. The purchase agreement provides for the Company to purchase all the outstanding shares of Vayu and its assets. Under the provision of ASC 805 Business Combinations , the Company determined that the acquisition of Vayu was an asset acquisition as more than 95% was concentrated in a single asset or a group of assets in Intellectual Property. As such, the Company accounted for this acquisition as an asset acquisition in accordance with ASC 805-10-20. Accordingly, the assets acquired are initially recognized at the consideration paid, which was the fair value of the Series D preferred stock issued, including direct acquisition costs. The cost is allocated to the group of assets acquired based on their relative fair values. The assets acquired and liabilities assumed were as follows at the acquisition date: Purchase Allocation Cash $ 81,442 Property and equipment 56,011 Intellectual property 8,406,743 Non-compete agreement 100,819 Deferred tax liability (1,362,667) Accrued expenses and other current liabilities (564,039) SBA loan (PPP funds) (65,000) $ 6,653,309 The purchase price was paid as follows: Series D Preferred Stock (1,432,244 shares) $ 6,653,309 $ 6,653,309 TDI On May 5 2021, the Company purchased Thermal Dynamics, Inc, (“TDI”), to add to its A4 Defense services portfolio of companies. Under the provision of ASC 805 Business Combinations , the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of TDI and continuing the business of TDI with defined inputs and substantive processes that contribute to the ability to create outputs. A summary of the finalized purchase price allocation at fair value is presented below: Purchase Allocation Accounts receivable $ 1,408,682 Property and equipment 111,789 Customer list 3,840,000 Non-compete agreement 120,000 Goodwill 6,426,786 Other asset 91,000 Accounts payable (786,151) Accrued expenses and other current liabilities (53,857) Contract liabilities (3,637,122) Notes payable (64,733) $ 7,456,394 The purchase price was paid as follows: Class A Common Stock (281,223 shares) $ 1,102,394 Cash 6,354,000 $ 7,456,394 Alt Labs On May 10, 2021, the Company closed on the acquisition of Alternative Laboratories, LLC (Alt Labs) to add to its A4 Manufacturing services portfolio. Under the provision of ASC 805 Business Combinations , the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of Alt Labs and continuing the business of Alt Labs with defined inputs and substantive processes that contribute to the ability to create outputs. A summary of the finalized purchase price allocation at fair value is presented below: Purchase Allocation Accounts receivable $ 397,441 Inventory 2,621,653 Property and equipment 1,739,441 Customer list 1,250,000 Proprietary technology 3,670,000 Non-compete agreement 20,000 Goodwill 4,410,564 Other assets 390,502 Accounts payable (397,441) Accrued expenses and other current liabilities (411,830) Contract liabilities (1,754,290) Notes payable (33,363) $ 11,902,677 The purchase price was paid as follows: Class A Common Stock (361,847 shares) $ 1,432,677 Cash 10,470,000 $ 11,902,677 On May 4, 2021, the Company also entered into an agreement to acquire the 100% membership interest in 4740 Cleveland LLC (“Cleveland”), a Florida limited liability company that is the owner of the building currently being leased by Alt Labs, for a total purchase price of $7,000,000. The Company closed on the purchase of the building in August 2021. Identified Technologies On October 20, 2021, the Company entered into a Stock Purchase Agreement with Identified Technologies Corporation (IDT) to add to its A4 Aerospace services portfolio of companies. Under the provision of ASC 805 Business Combinations , the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of IDT and continuing the business of IDT with defined inputs and substantive processes that contribute to the ability to create outputs. A summary of the finalized purchase price allocation at fair value is presented below: Purchase Allocation Accounts receivable $ 90,858 Other asset 27,469 Proprietary technology 1,650,000 Tradename 210,000 Goodwill 1,913,310 Non-compete agreement 90,000 Accrued expenses and other current liabilities (363,856) $ 3,617,781 The purchase price was paid as follows: Cash $ 35 Class A Common Stock (888,881 shares) 3,617,746 $ 3,617,781 ElecJet On November 29, 2021, the Company acquired ElecJet Corp (ElecJet) to add to its A4 Technology portfolio of companies. Under the provision of ASC 805 Business Combinations , the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of Elecjet and continuing the business of ElecJet with defined inputs and substantive processes that contribute to the ability to create outputs. As part of the acquisition there was a contingent royalty agreement based on potential future graphene batteries. More detail of this agreement can be found in Note 11. It was determined that this contingent agreement had a FMV of $0 at the date of acquisition. A summary of the finalized purchase price allocation at fair value is presented below: Purchase Allocation Cash $ 27,466 Accounts receivable 30,000 Inventory 95,000 Proprietary technology 5,890,000 Non-compete agreement 200,000 Goodwill 6,496,343 Deferred tax liability (1,562,074) Accrued expenses and other current liabilities (113,742) $ 11,062,993 The purchase price was paid as follows: Cash $ 6,500,000 Class A Common Stock (1,803,279) 4,562,993 $ 11,062,993 DTI Services (doing business as RCA Commercial Electronics) On December 13, 2021, the Company purchased DTI Services (RCA), to add to its technology portfolio of companies. Under the provision of ASC 805 Business Combinations , the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of RCA and continuing the business of RCA with defined inputs and substantive processes that contribute to the ability to create outputs. A summary of the finalized purchase price allocation at fair value is presented below: Purchase Allocation Accounts receivable $ 3,409,230 Other current assets 1,259,556 Inventory 12,477,872 Property and equipment 761,370 Customer list 6,300,000 Trademark 620,000 Non-compete agreement 690,000 Goodwill 1,355,728 ROU asset 1,196,764 Accounts payable (951,302) Accrued expenses and other current liabilities (677,720) Customer deposits (153,201) Operating lease liability (1,226,128) Line of credit (4,710,768) $ 20,351,401 The purchase price was paid as follows: Cash $ 14,000,000 Class A Common Stock (1,587,301 shares) 3,682,538 Warrants (396,825 shares) 668,863 Seller notes 2,000,000 $ 20,351,401 For tax purposes, the Goodwill associated with the business combinations of TDI, Alt Labs, and RCA described above will be deductible under IRC section 197 as the transactions were treated as an asset purchase. The Goodwill associated with the business combinations of Identified Technology and ElecJet described above is not deductible for tax purposes. The following are the unaudited pro forma results of operations for the years ended December 31, 2022 and 2021, as if Excel, IA, Vayu, TDI, Alt Labs, Identified Technology, ElecJet, and RCA had been acquired on January 1, 2021. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Pro Forma Combined Financials (unaudited) Years Ended December 31, 2022 2021 Sales $ 104,563,002 $ 98,321,144 Cost of goods sold 82,848,600 75,523,745 Gross profit 21,714,402 22,797,399 Operating expenses 32,470,186 38,643,670 Loss from operations (10,755,784) (15,846,271) Net loss from continuing operations (12,875,313) (12,144,338) Loss per share (0.07) (0.06) |
Equity Investments
Equity Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Investments | Equity Investments AmplifeiIntl LLC On September 15, 2021, A4 Manufacturing, Inc. entered into a Membership Interest Purchase Agreement acquiring approximately a 9% membership interest in AmplifeiIntl LLC (also doing business as Happinss) (“Amplifei”). The membership interest is non-voting and the Company does not have the ability to exercise significant influence over operating and financial activities. The equity investment is being valued using cost as there is no market for the membership units, and accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021, the Company determined there was an impairment on this investment and recognized a loss on impairment for the entire value of $1,350,000. The membership interest was paid for as follows: Accounts receivable owed from Amplifei $ 1,000,000 Cash 350,000 Total $ 1,350,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company's income tax provision are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Current expense (benefit) Federal $ — $ — State 139,020 — 139,020 — Deferred benefit Federal $ (650,283) $ (1,616,916) State (222,731) (326,825) (873,014) (1,943,741) Provision for income tax benefit $ (733,994) $ (1,943,741) A reconciliation of the provision for income taxes with the expected provision for income taxes computed by applying the federal statutory income tax rate of 21% to the net loss before provision for income taxes is as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Amount Percentage Amount Percentage Pre-tax book loss $ (13,609,307) $ (21,426,879) Federal income tax at statutory rate (2,857,954) 21.0 % (4,499,644) 21.0 % State income tax benefit (530,084) 3.9 % (163,677) 0.8 % Change in valuation allowance 2,760,687 (20.3) % 3,559,163 (16.6) % Permanent items 21,281 (0.2) % (839,583) 3.9 % Other (127,924) 1.4 % — — % Provision for income tax benefit $ (733,994) 5.4 % $ (1,943,741) 9.1 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred income taxes are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Deferred tax asset: Accrued expenses and other $ 696,419 $ 347,645 Lease Liability 8,176,101 — Loss carryforwards 14,295,781 13,124,197 Stock based compensation 211,499 90,293 Research and experimental expenditures 202,199 — Inventory 625,937 — Interest 634,445 615,260 Total deferred tax asset 24,842,381 14,177,395 Valuation allowance (13,492,773) (9,887,550) Net deferred tax assets 11,349,608 4,289,845 Deferred tax liabilities: Fixed assets (3,266,395) (365,922) Intangible assets and goodwill (4,865,970) (5,785,088) ROU asset (4,205,393) — Total deferred tax liabilities (12,337,758) (6,151,010) Net non-current deferred tax liability $ (988,150) $ (1,861,165) Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the lack of sustained profitability in recent years. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth. On the basis of this evaluation, as of December 31, 2022 and 2021, a valuation allowance of $13.5 million and $9.9 million, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted based on changes in objective and subjective evidence in future years. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s consolidated statement of operations, the effect of which would be an increase in reported net income. The amount of any such tax benefit associated with release of the Company's valuation allowance in a particular reporting period may be material. The Company has gross federal and state net operating loss carryforwards of $71.0 million and $20.1 million, respectively, at December 31, 2022. At December 31, 2022, the Company has approximately $11.3 million of federal net operating losses available to offset future taxable income for 20 years and will begin to expire in 2036. The remaining $59.7 million of federal net operating losses are carried forward indefinitely to offset future taxable income up to an 80% limitation of taxable income in the year of use. The state net operating losses begin to expire in 2024. The Company has a gross interest limitation carryforward of $2.5 million under Section 163(j) for federal tax purposes at December 31, 2022. The Section 163(j) interest may be carried forward indefinitely. The future tax benefits from NOLs and built-in losses would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under IRC §382. The Company has identified ownership shifts on August 23, 2014, April 29, 2015, February 4, 2016 and July 1, 2019, which immaterially impacted the Company. The Company does not believe an ownership change has occurred in the current year. With exceptions due to the generation and utilization of net operating losses or credits, as of December 31, 2022, Alpine 4 Holdings and Subsidiaries are no longer subject to federal or state examinations by taxing authorities for tax years before 2019 and 2018, respectively. Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2022 or 2021, and has not recognized interest or penalties during the years ended December 31, 2022 and 2021 since there was no reduction of income taxes paid due to uncertain tax positions. The following table summarizes the activity related to the Company's gross unrecognized tax liabilities: December 31, 2022 December 31, 2021 Unrecognized tax liabilities, beginning of the year $ 1,169,028 $ — Increase related to current year tax positions 480,911 1,169,028 Unrecognized tax liabilities, end of year $ 1,649,939 $ 1,169,028 Included in the balance of unrecognized tax liabilities as of December 31, 2022 are $0.6 million of tax liabilities that, if recognized, would affect the ETR. Also included in the balance of unrecognized tax liabilities as of December 31, 2022 are $1.0 million of tax liabilities that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. |
Industry Segments
Industry Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended September 30, 2022, the Company increased its reportable segments to eight segments. All segments and the subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes. Management excludes the following when reviewing the profit/loss by segment. • Intercompany Sales/COGS • Management fees to the parent Company • Income tax benefit/expense There has not been any change to the measurement method in how management reviews the profit/loss by segment. The reporting segments and their business activity are as follows: A4 Construction Services Morris Sheet Metal (“MSM”) provides commercial construction services primarily as a sheet metal contractor. A4 Construction Services Excel Construction (“Excel”) provides commercial construction services primarily as a sheet metal contractor. A4 Manufacturing Quality Circuit Assembly (QCA) is a contract manufacturer within the technology industry. A4 Manufacturing Alternative Labs (“Alt Labs”) is a contract manufacturer within the dietary & nutraceutical supplements industry. A4 Defense Thermal Dynamics does contracting for the US Government particularity for the US Defense Department and US Department of State. A4 Technologies RCA Commercial Electronics (“RCA”) is a B2B commercial electronics manufacturer. A4 Technologies ElecJet is a battery research & development company. A4 Aerospace Vayu is a drone aircraft manufacturer. A4 All Other includes the QCA-Central, Identified Technologies and Corporate operating segments. The Company’s reportable segments for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Revenue A4 Construction Services - MSM $ 18,290,019 $ 16,191,284 A4 Construction Services - Excel 1,761,572 1,803,739 A4 Manufacturing - QCA 16,763,989 14,258,084 A4 Manufacturing - Alt Labs 12,889,992 11,674,220 A4 Defense - TDI 10,046,658 4,467,376 A4 Technologies - RCA 40,092,612 1,454,451 A4 Technologies - ElecJet 1,098,534 89,018 A4 Aerospace - Vayu 81,100 — All Other 3,538,526 1,702,641 $ 104,563,002 $ 51,640,813 Gross profit A4 Construction Services - MSM $ 1,374,517 $ (385,266) A4 Construction Services - Excel 3,681 (92,765) A4 Manufacturing - QCA 3,258,082 2,763,213 A4 Manufacturing - Alt Labs 2,343,368 3,749,878 A4 Defense - TDI 3,082,844 1,073,636 A4 Technologies - RCA 10,687,202 379,740 A4 Technologies - ElecJet (236,636) 76,818 A4 Aerospace - Vayu 13,087 — All Other 1,188,257 132,744 $ 21,714,402 $ 7,697,998 Income (loss) from operations A4 Construction Services - MSM $ (883,922) $ (4,247,240) A4 Construction Services - Excel (973,934) (1,969,535) A4 Manufacturing - QCA 702,875 1,426,141 A4 Manufacturing - Alt Labs 2,284,308 (3,027,203) A4 Defense - TDI 1,072,306 (282,882) A4 Technologies - RCA 2,525,619 (100,328) A4 Technologies - ElecJet (1,107,254) (62,163) A4 Aerospace - Vayu (3,336,279) (4,875,829) All Other (11,039,503) (8,983,320) $ (10,755,784) $ (22,122,359) Depreciation and amortization A4 Construction Services - MSM $ 684,563 $ 846,808 A4 Construction Services - Excel 267,966 291,556 A4 Manufacturing - QCA 417,172 377,868 A4 Manufacturing - Alt Labs 983,931 611,079 A4 Defense - TDI 288,950 191,740 A4 Technologies - RCA 979,206 49,299 A4 Technologies - ElecJet 414,333 33,833 A4 Aerospace - Vayu 1,025,412 1,093,995 All Other 1,113,005 658,181 $ 6,174,538 $ 4,154,359 Interest Expenses A4 Construction Services - MSM $ 421,287 $ 706,607 A4 Construction Services - Excel 245,855 291,263 A4 Manufacturing - QCA 262,551 230,044 A4 Manufacturing - Alt Labs 351,503 72,060 A4 Defense - TDI 11,975 825 A4 Technologies - RCA 159,878 15,347 A4 Technologies - ElecJet — — A4 Aerospace - Vayu 10,677 9 All Other 1,660,406 1,973,078 $ 3,124,132 $ 3,289,233 Net income (loss) A4 Construction Services - MSM $ (1,246,295) $ (1,481,382) A4 Construction Services - Excel (1,219,789) (1,899,512) A4 Manufacturing - QCA 367,760 1,774,139 A4 Manufacturing - Alt Labs 2,054,958 (2,643,752) A4 Defense - TDI 1,060,331 (270,289) A4 Technologies - RCA 2,365,741 (115,675) A4 Technologies - ElecJet (1,110,727) (62,163) A4 Aerospace - Vayu (3,346,956) (4,852,182) All Other (11,800,336) (9,932,322) $ (12,875,313) $ (19,483,138) As of As of Total Assets A4 Construction Services - MSM $ 11,309,049 $ 10,935,355 A4 Construction Services - Excel 3,359,818 3,050,206 A4 Manufacturing - QCA 20,988,492 11,869,711 A4 Manufacturing - Alt Labs 26,636,905 23,173,298 A4 Defense - TDI 13,497,381 11,982,580 A4 Technologies - RCA 27,191,977 28,174,091 A4 Technologies - ElecJet 12,897,440 12,904,267 A4 Aerospace - Vayu 14,632,530 14,702,838 All Other $ 15,118,622 $ 17,831,504 $ 145,632,214 $ 134,623,850 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - ElecJet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 5,188,521 $ 3,906,271 A4 Construction Services - Excel 288,243 286,972 A4 Manufacturing - QCA 3,867,141 2,339,597 A4 Manufacturing - Alt Labs 1,833,502 406,333 A4 Defense - TDI 1,905,314 1,371,184 A4 Technologies - RCA 3,232,559 2,961,201 A4 Technologies - ElecJet 12,888 37,744 A4 Aerospace - Vayu — — All Other 811,776 565,874 $ 17,139,944 $ 11,875,176 Note 7 – Segment Reporting The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended September 30, 2022, the Company increased its reportable segments to eight segments. All segments and the subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes. Management excludes the following when reviewing the profit/loss by segment. • Intercompany Sales/COGS • Management fees to the parent Company • Income tax benefit/expense There has not been any change to the measurement method in how management reviews the profit/loss by segment. The operating segments and their business activity are as follows: • A4 Construction Services - MSM provides commercial construction services primarily as a sheet metal contractor. • A4 Construction Services - Excel provides commercial construction services primarily as a sheet metal contractor. • A4 Manufacturing - QCA is a contract manufacturer within the technology industry. • A4 Manufacturing - Alt Labs is a contract manufacturer within the dietary & nutraceutical supplements industry. • A4 Defense - TDI does contracting for the US Government particularly for the US Defense Department and US Department of State. • A4 Technologies - RCA is a business-to-business ("B2B") commercial electronics manufacturer. • A4 Technologies - Elecjet is a battery research and development company. • A4 Aerospace - Vayu is a drone aircraft manufacturer. • A4 All Other includes the QCA-C, IDT, GAC, and Corporate. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue A4 Construction Services - MSM $ 3,550,392 $ 5,326,296 $ 7,363,532 $ 9,093,686 A4 Construction Services - Excel 110,494 342,963 443,358 631,777 A4 Manufacturing - QCA 5,319,687 4,241,382 9,511,330 8,560,242 A4 Manufacturing - Alt Labs 6,787,129 2,958,885 11,014,043 6,783,023 A4 Defense - TDI 2,413,363 2,472,207 5,383,450 5,160,188 A4 Technologies - RCA 8,538,620 8,910,276 15,992,043 18,147,535 A4 Technologies - Elecjet 121,845 345,382 224,340 902,111 A4 Aerospace - Vayu 4,171 — 4,171 25,000 All Other 1,176,325 673,735 2,447,472 1,559,718 $ 28,022,026 $ 25,271,126 $ 52,383,739 $ 50,863,280 Gross profit (loss) A4 Construction Services - MSM $ 549,807 $ 191,788 $ 781,695 $ 655,594 A4 Construction Services - Excel (373,950) (26,468) (523,958) (125,442) A4 Manufacturing - QCA 1,786,189 1,149,049 2,683,904 2,176,233 A4 Manufacturing - Alt Labs 1,778,676 857,997 2,727,428 1,759,476 A4 Defense - TDI 944,550 1,285,732 1,561,132 2,128,921 A4 Technologies - RCA 2,752,026 2,159,923 5,126,204 4,344,251 A4 Technologies - Elecjet (53,000) 249,297 (126,809) 187,268 A4 Aerospace - Vayu 4,116 — 1,706 25,000 All Other 398,676 293,225 772,244 646,699 $ 7,787,090 $ 6,160,543 $ 13,003,546 $ 11,798,000 Income (loss) from operations A4 Construction Services - MSM $ (150,608) $ (152,882) $ (555,021) $ (468,580) A4 Construction Services - Excel (578,989) (238,956) (1,011,070) (558,946) A4 Manufacturing - QCA 446,516 270,804 465,613 685,252 A4 Manufacturing - Alt Labs 181,351 5,190,788 (377,774) 4,203,305 A4 Defense - TDI 829,235 783,704 1,010,769 1,206,844 A4 Technologies - RCA 944,686 193,377 1,420,550 759,667 A4 Technologies - Elecjet (222,275) (268,554) (467,696) (572,900) A4 Aerospace - Vayu (1,380,016) (819,431) (2,200,983) (1,626,328) All Other (3,788,794) (2,587,090) (7,143,755) (5,012,709) $ (3,718,894) $ 2,371,760 $ (8,859,367) $ (1,384,395) Depreciation and amortization A4 Construction Services - MSM $ 178,665 $ 171,342 $ 352,963 $ 337,746 A4 Construction Services - Excel 67,524 132,917 135,049 132,917 A4 Manufacturing - QCA 113,673 108,304 230,552 208,783 A4 Manufacturing - Alt Labs 225,654 253,948 434,208 560,983 A4 Defense - TDI 72,433 72,090 144,866 144,180 A4 Technologies - RCA 244,805 170,053 489,609 340,099 A4 Technologies - Elecjet 105,668 103,633 211,334 205,133 A4 Aerospace - Vayu 259,679 259,225 518,590 533,894 All Other 317,255 277,280 595,968 554,721 $ 1,585,356 $ 1,548,792 $ 3,113,139 $ 3,018,456 Interest expense A4 Construction Services - MSM $ 98,163 $ 124,220 $ 211,873 $ 227,245 A4 Construction Services - Excel 60,196 61,643 120,766 123,628 A4 Manufacturing - QCA 171,005 87,601 334,650 123,890 A4 Manufacturing - Alt Labs 84,979 94,561 149,659 151,677 A4 Defense - TDI 16,598 — 33,945 — A4 Technologies - RCA 71,896 60,431 157,852 115,248 A4 Technologies - Elecjet — — — — A4 Aerospace - Vayu 5,414 — 11,372 — All Other 600,494 534,018 1,087,498 829,747 $ 1,108,745 $ 962,474 $ 2,107,615 $ 1,571,435 Net income (loss) A4 Construction Services - MSM $ (248,771) $ (276,934) $ (729,371) $ (639,301) A4 Construction Services - Excel (639,185) (300,599) (1,131,836) (682,574) A4 Manufacturing - QCA 275,944 161,763 131,757 535,630 A4 Manufacturing - Alt Labs 178,697 5,298,191 (480,059) 4,186,729 A4 Defense - TDI 837,719 783,704 1,001,906 1,206,844 A4 Technologies - RCA 872,790 132,946 1,262,698 644,419 A4 Technologies - Elecjet (222,275) (272,099) (467,696) (576,445) A4 Aerospace - Vayu (1,414,806) (819,431) (2,241,731) (1,626,328) All Other (4,191,979) (3,167,735) (7,666,677) (5,508,728) $ (4,551,866) $ 1,539,806 $ (10,321,009) $ (2,459,754) The Company’s reportable segments as of June 30, 2023, and December 31, 2022, were as follows: As of June 30, 2023 As of December 31, 2022 Total assets A4 Construction Services - MSM $ 10,675,363 $ 11,309,049 A4 Construction Services - Excel 3,334,543 3,359,818 A4 Manufacturing - QCA 20,550,261 20,988,492 A4 Manufacturing - Alt Labs 28,335,277 26,636,905 A4 Defense - TDI 13,663,378 13,497,381 A4 Technologies - RCA 24,753,925 27,191,977 A4 Technologies - Elecjet 12,787,943 12,897,440 A4 Aerospace - Vayu 12,890,586 14,632,530 All Other 15,619,649 15,118,622 $ 142,610,925 $ 145,632,214 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - Elecjet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 4,373,429 $ 5,188,521 A4 Construction Services - Excel 386,429 288,243 A4 Manufacturing - QCA 2,768,483 3,867,141 A4 Manufacturing - Alt Labs 2,458,636 1,833,502 A4 Defense - TDI 2,207,665 1,905,314 A4 Technologies - RCA 3,669,480 3,232,559 A4 Technologies - Elecjet 6,302 12,888 A4 Aerospace - Vayu — — All Other 758,324 811,776 $ 16,628,748 $ 17,139,944 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Licensing Agreement DTI has entered into licensing agreements with RCA Trademark Management for the licensing rights to the respective trademarks in the United States of America and Canada. The RCA licensing agreement was amended with Technicolor, S.A., as licensor, and expires December 31, 2024. DTI agrees to pay a royalty fee of 2.50% on net sales of the licensed products with a minimum annual payment of $420,000 for the years ended 2020 and 2021, $440,000 for the year ended 2022, $460,000 for the year ended 2023, and $480,000 for the year ended 2024. Warranty Service Agreement DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer through 2030. In exchange for these services DTI receives annual payments as follows: Years Ending December 31, 2023 $ 66,626 2024 59,964 Total $ 126,590 Royalty Agreement On November 28, 2021, the Company entered into a Royalty Agreement with the sellers of ElecJet. Upon closing the Company desires to build its initial factory (“Factory”) to manufacture graphene batteries in the territory of the United States. The Company agrees to pay the sellers 1.5% of net sales for batteries produced by the Factory. Royalty payments shall continue to be paid for a period of ten years from the starting date, or until the total of the royalty payments equals $50 million, whichever occurs first. Legal Proceedings From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the date of this Report, the Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. In August 2020, in a matter relating to the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon dba Venture West Energy Services, LLC (“VWES”). The Company brought suit in 2020 seeking to avoid the claimed liability due from the Company to Alan Martin, for the Company’s 2017 purchase of Mr. Martin’s business, Horizon. On summary judgment, the court found that the Company’s claim was barred by a time-limiting clause for indemnification claims. The Company disagrees with the court’s ruling and intends to appeal. Before the Company can file its appeal of the summary judgment order, the court must resolve Mr. Martin’s counterclaim in which Mr. Martin claims that Mr. Martin remains unpaid on the promissory note, as modified, under which the Company purchased the Horizon. The note balance is alleged to have a principal sum due of $3.3 million, plus interest at 8% accruing from 2019 to present, plus late fees accruing at $575 per day (Note 4). The Company continues to dispute the amount claimed due. As well, the Company’s legal position remains that the indebtedness should be discharged due to material misrepresentations by Mr. Martin in the original transaction. In August 2021, in a matter relating to the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), Rob Porter filed a lawsuit in the District Court of Oklahoma County, State of Oklahoma (CJ-2021-3421), alleging unjust enrichment and breach of contract with respect to shares of Company that Mr. Porter claims was owed under his employment contract with the Company as President of Horizon. In October 2021, the Company filed its answer denying such claims. In October 2021, the Company also filed counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit and as such, no accrual has been recorded as of December 31, 2022 and 2021. As of the date of this Report, a pre-trial scheduling conference is scheduled for June 21, 2023, and the Company is participating in discovery. In October 2021, in a matter relating to the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314) for unjust enrichment, and breach of contract with respect to their employment contracts with Horizon. On January 19, 2022, the Company filed answers to all three lawsuits that denied these claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 37,500 shares of Class A Common stock, and subsequently Mr. Morse’s case has been dismissed. Subsequently, Mr. Hobbs and Mr. Karraker have also expressed interest in settling claims on similar terms, and negotiations are ongoing as of the date of this Report. As no formal settlement offer has been extended, no accrual has been recorded as of December 31, 2022 and 2021. In November 2022, the Company received a complaint filed by Mr. Mark Bell in the district court of Idaho (CV42-22-4066) with regard to the Company’s February 2020 purchase of Excel Fabrication LLC (“Excel”) from Mr. Bell, over the Company’s refusal to continue paying on a $2,300,000 note comprising part of the purchase consideration (Note 4). In December 2022 the Company counter-sued Mr. Bell for breach of contract, fraud, and misrepresentation in the February 2020 sale of Excel to the Company. The case is set for trial in June of 2024. In December 2022, the Company’s subsidiary Excel Fabrication LLC (“Excel”) received a demand for binding arbitration (AAA Case No. 01-22-0004-9935) by Starr Corporation of Idaho, a contractor for whom Excel Fabrication LLC was performing as sub-contractor and who stopped its work for Starr Corporation pursuant to its claimed contract right of termination due to failure of Starr Corporation to make payment within the contracted period for payment for work satisfactorily performed. Starr Corporation claims that Excel’s termination was wrongful, and seeks approximately $500,000, reflecting its costs in having to complete work that was called for under the contract. Excel is seeking a determination that its termination was rightful under the terms of the contract between the parties, and in addition seeks payment on its unpaid billing submittals and additional costs. Arbitration hearings are scheduled to commence in April 2024. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2023, the Company made a $250,000 investment for a 10% equity interest in a battery materials company, which includes a seat on its board, and participation rights in future funding rounds. In February 2023, the Company learned that a complaint the State of New York brought against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes, a case which had originally been dismissed for lack of jurisdiction, had become revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. The company is currently considering its options for reaching a settlement with the State of New York, and for the possibility of seeking redress from the previous owners of Vayu. In April 2023, a certain investor converted 1.3 million shares of Class B common stock and 1 share of Class B preferred stock for 1,300,001 shares of Class A common stock. Note 9 – Subsequent Events In July 2023, Vayu received its first purchase order from All American Contracting for ten G1 MKIII Fixed Wing unmanned aerial vehicles ("UAVs") for $5.25 million with delivery expected to occur in Q4 2023 or Q1 2024. The purchase order requires a 10% down payment, with final payment to be sent prior to taking delivery. In July 2023, Morris entered into an Amended Forbearance agreement extending the forbearance period until August 31, 2023. On July 31, 2023, the Company and Mr. Martin agreed to a settlement agreement whereby Mr. Martin will receive the following: $100,000 payable on or before August 3, 2023; 250,000 shares issued immediately; $2,000,000 payable on or before October 31, 2023 and a $1,800,000 note payable with monthly payments of $75,000 beginning on December 1, 2023 with a final payment of $900,000 payable on or before December 1, 2024. The $100,000 payment and the 250,000 shares have been paid and issued by the Company. On August 4, 2023, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission ("SEC") relating to a proposed offering of our Class A common stock. The number of shares of Class A common stock to be offered and the price for the proposed offering will be determined at the time of pricing and may be at a discount to the then current market price. The offering is subject to market conditions, and the proceeds will be utilized for general corporate purposes, working capital, research and development, and repayment of certain outstanding debt. |
Organization and Basis of Pre_2
Organization and Basis of Presentation -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Alpine 4 Holdings, Inc. (together with its subsidiaries, the “Company,” “we,” or “our”), was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. On March 2, 2021, the Company changed its name from Alpine 4 Technologies Ltd. to Alpine 4 Holdings, Inc. Effective April 1, 2016, the Company purchased all of the outstanding capital stock of Quality Circuit Assembly, Inc., a California corporation (“QCA”). Effective January 1, 2019, the Company purchased all of the outstanding capital stock of Morris Sheet Metal Corp., an Indiana corporation (“MSM”), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation, Morris Enterprises LLC, an Indiana limited liability company and Morris Transportation LLC, an Indiana limited liability company (collectively “Morris” or “MSM”). Effective November 6, 2019, the Company purchased all of the outstanding capital stock and units of Deluxe Sheet Metal, Inc., an Indiana corporation, and DSM Holding, LLC, an Indiana limited liability company, and purchased certain real estate from Lonewolf Enterprises, LLC, an Indiana limited liability company (collectively “Deluxe”). Effective February 21, 2020, the Company purchased all of the outstanding units of Excel Fabrication, LLC., an Idaho limited liability company (“Excel”). Effective December 15, 2020, the Company purchased the assets of Impossible Aerospace Corporation, a Delaware corporation (“IA”). Effective February 8, 2021, the Company purchased the assets of Vayu (US), Inc., a Delaware corporation (“Vayu”). On May 5, 2021, the Company acquired all of the outstanding shares of stock of Thermal Dynamics, Inc., a Delaware corporation (“TDI”). On May 10, 2021, the Company acquired all of the outstanding membership interests of KAI Enterprises, LLC, a Florida limited liability company, the sole asset of which was all of the outstanding membership interests of Alternative Laboratories, LLC, a Delaware limited liability company (“Alt Labs”). On October 20, 2021, the Company acquired 100% of the outstanding shares of Identified Technologies Corporation, a Delaware corporation (“Identified Technologies”). On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. (“AC3”), entered into a merger agreement with ElecJet Corp., (“ElecJet”) and the three ElecJet shareholders. Pursuant to the agreement, AC3 merged with and into ElecJet with ElecJet being the surviving entity following the merger. On December 9, 2021, the Company, and A4 Technologies, Inc., a wholly owned subsidiary of the Company (“A4 Technologies”), entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), (“Direct Tech”), PMI Group, LLC, (“PMI”), Continu.Us, LLC, (“Continu.Us”), Solas Ray, LLC, (“Solas”), and the individual owners of the interests of the various entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were each referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the MIPA, the Company acquired all of the outstanding membership interests of RCA. In Q1 2022, the Company formed Global Autonomous Corporation (“GAC”) with several key employees and consultants. The Company owns 71.43% of the outstanding shares of stock of GAC, which has remained consistent throughout the year. There was no assignment of assets or other financial activity on the entity during the current year. As of the date of this Report, the Company was a holding company owning, directly or indirectly, fourteen companies: • A4 Corporate Services, LLC; • ALTIA, LLC; • Quality Circuit Assembly, Inc.; • Morris Sheet Metal, Corp; • JTD Spiral, Inc.; • Excel Construction Services, LLC; • SPECTRUMebos, Inc.; • Vayu (US) • Thermal Dynamics International, Inc.; • Alternative Laboratories, LLC.; • Identified Technologies, Corp.; • ElecJet Corp.; • DTI Services Limited Liability Company (doing business as RCA Commercial Electronics); and • Global Autonomous Corporation, Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Liquidity The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the going concern sub-section below). As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company experienced a loss for the year ended December 31, 2022, of $12.9 million, and had a negative cash flow used in operations of $19.6 million, this was an improvement over the same period last year, for the year ended December 31, 2021, when there was a net loss of $19.5 million had a negative cash flow used in operations of $25.4 million. As of December 31, 2022, the Company has positive working capital of approximately $15.6 million. The Company has also secured bank financing totaling $33.0 million ($33.0 million in Lines of Credit including $0.5 million in capital expenditures lines of credit availability) of which $3.8 million was available and unused at December 31, 2022. There are two lines of credit that are set to mature during 2023. These two line of credits total $8.0 million, of which $7.5 million was used as of December 31, 2022, and are shown as a current liability on the consolidated balance sheet. The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly from the acquisitions of the six operating companies, which closed in 2021, combined with improved gross profit performance from the existing operating companies. The Company also plans to continue to raise funds through debt financing and the sale of shares through its planned at-the-market offering. Going Concern The accompanying financial statements have been prepared on a going concern basis. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of QCA, TDI, IDT and RCA plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past 12 months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next 12 months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as MSM, Alt Labs, and Excel Construction have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan. Note 1 – Organization and Basis of Presentation The unaudited consolidated financial statements were prepared by Alpine 4 Holdings, Inc. ("we,” “our,” or the "Company"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on May 5, 2023. The results for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The Company was incorporated under the laws of the State of Delaware in April 2014. We are a publicly traded conglomerate that acquires businesses that fit into our disruptive DSF business model of Drivers, Stabilizers, and Facilitators. Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain reclassifications have been made that have no impact on net earnings and financial position. Liquidity The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the Going Concern sub-section below). As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses but has positive cash flows from operations for the current year. Although the Company has experienced net losses of $10.3 million and $2.5 million for the six months ended June 30, 2023 and 2022, respectively, net cash flows provided by operating activities improved to $2.5 million for the six months ended June 30, 2023, from $7.2 million used in operating activities for the six months ended June 30, 2022. As of June 30, 2023, the Company had positive working capital of $1.6 million, which was a decrease of $14.0 million compared to December 31, 2022. The Company has bank financing totaling $35.0 million ($35.0 million in lines of credit including $0.5 million in capital expenditures lines of credit availability) of which $4.4 million was available and unused as of June 30, 2023. There are three lines of credit that are set to mature during the next twelve months. These three lines of credit total $13.7 million, of which $8.7 million was used as of June 30, 2023, and are shown as a current liability on the consolidated balance sheet. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company plans to continue to generate additional revenue, improve cash flows from operations, and improve gross profit performance across all of its subsidiaries. The Company also may raise funds through debt financing, securing additional lines of credit, and the sale of shares in public or private offerings. Going Concern The accompanying financial statements have been prepared on a going concern basis. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses cause doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of Quality Circuit Assembly ("QCA"), Quality Circuit Assembly - Central ("QCA-C"), Identified Technologies ("IDT"), Thermal Dynamics International ("TDI"), and RCA Commercial ("RCA") plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past twelve months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next twelve months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as Morris Sheet Metal ("MSM"), Alternative Laboratories ("Alt Labs"), and Excel Construction ("Excel") have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan. Entity level risks Our operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. As of the date of this Report, those events were continuing to escalate and create increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, the military conflict between Russia and Ukraine is increasing supply interruptions and further hindering our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2023 and beyond. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2022 and 2021. Significant intercompany balances and transactions have been eliminated. Use of estimates The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. In many instances, the Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. Advertising Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of December 31, 2022, and 2021, the Company had no cash equivalents. The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were approximately $3.2 million and $3.5 million, respectively as of December 31, 2022 and December 31, 2021. Of this amount, approximately $2.0 million and $2.0 million, respectively, were uninsured. All uninsured amounts are held with J.P. Morgan Chase. Major Customers The Company had no customers that made up over 10% of accounts receivable as of December 31, 2022, and 2021. For the year ended December 31, 2022, the Company had one customer that made up 14% of total Company revenues within the A4 Technology - RCA segment. This customer had an accounts receivable balance of $1.2 million as December 31, 2022. For the year ended December 31, 2021, the Company had two customers that each made up 11% of total Company revenues with the A4 Manufacturing - QCA segment and A4 Manufacturing - Alt Labs segment. The customer within A4 Manufacturing - QCA segment had an accounts receivable balance of $1.0 million as of December 31, 2021. The customer within A4 Manufacturing - Alt Labs segment had an accounts receivable balance of $0, as of December 31, 2021, as the account receivable related to this customer was written off as bad debt expense noted in the section below. For the year ended December 31, 2022, the Company had 9% of total revenues made up of government contracts. Major Vendors For the year ended December 31, 2022, there was one vendor that made up 14% of total Company purchases within the A4 Technology - RCA segment.. For the year ended December 31, 2021, there were no vendors that made up at least 10% of total purchases within the Company. Accounts Receivable, net The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2022 and 2021, allowance for bad debt was $52,531 and $199,936, respectively. During the years ended December 31, 2022 and 2021, the Company wrote off $202,761 and $3,028,757, respectively to bad debts expense. Inventory Inventory for all subsidiaries is valued at weighted average. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and finished goods. Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 Property and Equipment, net Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from five years to 39 years as follows: Automobiles and trucks 5 to 7 years Machinery and equipment 10 years Office furniture and fixtures 5 years Buildings and improvements 39 years Maintenance and repair costs are expensed as incurred. Significant improvements are capitalized and depreciated over the estimated life of the asset. Property and equipment consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Automobiles and trucks $ 1,056,551 $ 1,251,187 Machinery and equipment 9,864,846 8,876,402 Office furniture and fixtures 186,464 167,581 Buildings and improvements 16,696,926 23,630,250 Total Property and equipment 27,804,787 33,925,420 Less: Accumulated depreciation (8,301,302) (5,823,949) Property and equipment, net $ 19,503,485 $ 28,101,471 Included in Buildings and improvements in the above table are two buildings of $9,000,000 and $2,000,000 related to sale leaseback transactions. (See Note 3) The Company recorded depreciation expense of $3,026,483 and $2,396,966 in 2022 and 2021, respectively. Purchased Intangibles and Other Long-Lived Assets, net The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between one Software 5 years Non-compete agreements 1-15 years Customer list 3-16 years Patents, trademarks, and licenses 3-17 years Proprietary technology 15 years Intangible assets consisted of the following as of December 31, 2022 and 2021: Cost Weighted Average Amortization Period December 31, December 31, Software 2.0 years $ 128,474 $ 128,474 Non-compete agreement 6.3 years 1,426,276 1,378,772 Customer list 11.9 years 13,011,187 13,011,187 Patents, trademarks, and licenses 13.9 years 7,127,408 7,174,912 Proprietary technology 13.5 years 19,866,743 19,616,743 12.9 years 41,560,088 41,310,088 Accumulated amortization Software $ (77,084) $ (64,757) Non-compete agreement (478,510) (210,465) Customer list (1,711,327) (1,112,797) Patents, trademarks, and licenses (962,258) (8,444) Proprietary technology (2,048,300) (732,961) (5,277,479) (2,129,424) Intangibles assets, net $ 36,282,609 $ 39,180,664 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Years Ending December 31, 2023 $ 3,152,048 2024 3,152,048 2025 2,919,686 2026 2,900,686 2027 2,762,686 Thereafter 21,395,455 Total $ 36,282,609 The Company recorded amortization expense of $3,148,055 and $1,757,393 in 2022 and 2021, respectively. Other Long-Term Assets Other long-term assets consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Deposits $ 578,545 $ 149,517 Other 1,277,060 207,601 $ 1,855,605 $ 357,118 Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets . This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the third quarter of 2022, there was a triggering event related to the customer list for Alt Labs which required an analysis to be performed. This analysis was performed in conjunction with a third-party valuation expert. As a result of the analysis, it was determined that the value of the estimated future cash flows were greater than the carrying value of the reporting unit's assets. No impairment was recognized during the year ended December 31, 2022. During the year ended December 31, 2021, due to the significant impact of COVID-19, the Company determined that the customer list for Excel was impaired and took a charge to earnings of $359,890. Goodwill In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, 2022 and 2021, the reporting units with goodwill were QCA, Morris, Alt Labs, TDI, Identified Technology, ElecJet, and RCA. During the year ended December 31, 2021, the Company determined that the goodwill for Excel was impaired and took a charge to earnings of $7,629. During the 2022 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded. The estimated fair values of all our reporting units exceeded their carrying amounts. Based on the analysis, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the next two years and then steadily increasing revenue at a more normalized rate thereafter. If we fail to execute these customer and/or supplier arrangements, this would negatively impact the key growth assumptions. Leases The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Fair Value Measurement ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis as all of our financial assets and liabilities were Level 1. Equity Investments The Company’s equity investments consisted of investment in one private company in which the Company does not have the ability to exercise significant influence over their operating and financial activities. This investment is carried at cost as there is no market for the membership units, accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021 , in accordance with the ASC 321 guidelines, the Company recognized a loss on impairment for the entire value of $1,350,000. The current book value for this investment as of December 31, 2022 is $0. Research and Development The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development cost totaled $876,542 and $1,464,918, respectively. Revenue Recognition The Company recognizes revenue under ASC Topic 606, Revenue from contract with Customers ("Topic 606"). The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. Revenue is recognized under Topic 606 , at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contracts with the Company’s customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. The Company’s subsidiaries are all located in North America, as well as the customer base in which the Company’s revenue is derived from. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. QCA and Alt Labs QCA (Circuit boards and cables) and Alt Labs (Supplements) are contract manufacturers and recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. ElecJet ElecJet is a manufacturer of electric components, and a research and development company for battery technology and recognizes revenue when the products have been shipped to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Identified Technologies Identified Technologies provides 3D mapping drone software and data for industrial job sites and recognizes revenue when the service has been provided to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Direct Tech Sales (“RCA”) RCA is engaged in the design, manufacture and wholesale distribution of electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. RCA recognizes revenue when the products have been shipped to the customer which is also when title transfers. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. MSM, Excel and TDI For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract Retentions As of December 31, 2022 and 2021, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. The Company has recorded a receivable for retainage of approximately $2.0 million and $1.6 million as of December 31, 2022, and 2021, respectively. The following table presents our revenues disaggregated by type with the sales of goods recognized upon delivery and the sales of services recognized over the time of the contract as described above: Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 Earnings (loss) per share The Company presents both basic and diluted net income (loss) per share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The amount of anti-dilutive shares related to stock options and warrants as of December 31, 2022 and 2021, were 21,664,165 and 7,317,778, respectively. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) inclusive of all classes of common stock as the only difference between the classes of common stock are related to the voting rights (Note 6) for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Stock-based compensation The Company follows the guidelines in ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executives, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides 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 it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. Related Party Disclosure ASC 850, Related Party Disclosures , requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. Recent Accounting Pronouncements Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. In June 2016, the FASB issued ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The new standard is effective in the first quarter of fiscal 2023 and is expected to have an immaterial impact on the Company's financial statements. Note 2 – Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2023, and December 31, 2022. Significant intercompany balances and transactions have been eliminated. Use of estimates The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of June 30, 2023, and December 31, 2022, the Company had no cash equivalents. The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were $3.9 million and $3.2 million as of June 30, 2023, and December 31, 2022, respectively. Of this amount, $2.5 million and $2.0 million were uninsured as of June 30, 2023, and December 31, 2022, respectively. All uninsured amounts are held with J.P. Morgan Chase. Major Customers & Vendors The Company had no customers which made up over 10% of total Company accounts receivable as of June 30, 2023, or December 31, 2022. For the six months ended June 30, 2023, the Company had no customers which made up over 10% of total Company revenues. For the six months ended June 30, 2022, the Company had one customer within the A4 Technology - RCA segment, which made up 12% of total Company revenues. For the six months ended June 30, 2023 and 2022, the Company received 10% and 10%, respectively, of total Company revenues from prime contractors. For the six months ended June 30, 2023, the Company had no vendors, which made up over 10% of total Company purchases. For the six months ended June 30, 2022, the Company had one vendor within the A4 Technology - RCA segment, which made up 17% of total Company purchases. Inventory Inventory for all subsidiaries is valued at weighted average cost. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and fini |
Leases -10Q
Leases -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 Finance Leases As of December 31, 2022, all finance leases in the table above were related to property and equipment, and are included as part of property and equipment, net on the consolidated balance sheet. Depreciation expense associated with the finance leases within property and equipment was $1,251,817 and $1,244,059 for the years ended December 31, 2022 and 2021, respectively. Of this amount, $151,398 and $422,259 is recorded within Cost of Revenues with the remainder recorded in General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021. Interest expense related to the finance leases for the years ended December 31, 2022 and 2021 was $1,255,231 and $1,301,842, respectively, and is recorded within Interest Expense on the Consolidated Statement of Operations. At December 31, 2022, the weighted average remaining lease terms were 11.95 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021 to July 2021 and $58,333 from August 2021 through the end of the term. The Company determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $3,689,634 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the Company purchased the building. In December 2021, the Company acquired RCA. As part of this purchase the Company entered into a lease agreement for office and warehouse space under a non-cancellable operating lease. The lease has a term of 89 months with monthly payments ranging from $31,350 to $35,207. The Company determined the lease to be an operating lease and recognized a right-of-use asset of $1,196,764 and operating lease liability of $1,226,128 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On June 23, 2022, the Company entered into a sale lease back agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 180 months with monthly payments ranging from $67,708 to $89,306. The Company determined the lease to be an operating lease and recognized a right-of-use asset and an operating lease liability of $8,725,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7.00%. On June 26, 2022, the Company amended its lease effective July 1, 2022 for the warehouse in Ann Arbor, Michigan for an additional 12,800 sq ft through July 31, 2025, with total monthly lease payments ranging from $16,000 to $16,800. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $543,595 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 5.13%. On June 13, 2022, the Company entered into a lease effective October 1, 2022 for a building in San Jose, California through March 1, 2033, with total monthly lease payments ranging from $49,156 to $66,062. The Company determined the lease to be an operating lease and recognized a right-of-use asset of and operating lease liability of $5,506,357 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On September 9, 2022, the Company amended its lease effective as of October 1, 2022 for the warehouse in Ft. Myers, Florida through September 30, 2027, with total monthly lease payments ranging from $21,637 to $23,682. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $1,179,091 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 6.25%. The operating lease expense for the years ended December 31, 2022 and 2021 was $1,006,683 and $386,056, respectively. Of this amount, $329,938 and $0 is recorded in Cost of Revenues on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The remaining $676,745 and $386,056 is recorded within General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The cash paid under operating leases during the years ended December 31, 2022 and 2021 was $1,087,951 and $402,688, respectively. As of December 31, 2022, the weighted average remaining lease terms were 11.83 years and the weighted average discount rate was 6%. Note 3 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 Finance Leases As of June 30, 2023, all finance leases in the table above were related to property and equipment. Depreciation expense associated with the finance leases within property and equipment, net was $625,908 and $625,908 for the six months ended June 30, 2023 and 2022, respectively. Of this amount $89,006 and $0 is recorded within cost of revenues with the remainder recorded in general & administrative expenses on the consolidated statements of operations for the six months ended June 30, 2023 and 2022, respectively. Interest expense on finance leases for the six months ended June 30, 2023, and 2022 was $607,895 and $633,610, respectively, and is recorded in interest expense on the consolidated statements of operations. At June 30, 2023, the weighted average remaining lease terms were 11.5 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 The lease expense for the six months ended June 30, 2023 and 2022, were $1,292,535 and $253,121, respectively. Of this amount $372,352 and $0 were recorded within cost of revenues with the remainder recorded in general and administrative expense on the consolidated statements of operations for the six months ended June 30, |
Leases | LeasesThe Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 Finance Leases As of December 31, 2022, all finance leases in the table above were related to property and equipment, and are included as part of property and equipment, net on the consolidated balance sheet. Depreciation expense associated with the finance leases within property and equipment was $1,251,817 and $1,244,059 for the years ended December 31, 2022 and 2021, respectively. Of this amount, $151,398 and $422,259 is recorded within Cost of Revenues with the remainder recorded in General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021. Interest expense related to the finance leases for the years ended December 31, 2022 and 2021 was $1,255,231 and $1,301,842, respectively, and is recorded within Interest Expense on the Consolidated Statement of Operations. At December 31, 2022, the weighted average remaining lease terms were 11.95 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021 to July 2021 and $58,333 from August 2021 through the end of the term. The Company determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $3,689,634 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the Company purchased the building. In December 2021, the Company acquired RCA. As part of this purchase the Company entered into a lease agreement for office and warehouse space under a non-cancellable operating lease. The lease has a term of 89 months with monthly payments ranging from $31,350 to $35,207. The Company determined the lease to be an operating lease and recognized a right-of-use asset of $1,196,764 and operating lease liability of $1,226,128 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On June 23, 2022, the Company entered into a sale lease back agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 180 months with monthly payments ranging from $67,708 to $89,306. The Company determined the lease to be an operating lease and recognized a right-of-use asset and an operating lease liability of $8,725,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7.00%. On June 26, 2022, the Company amended its lease effective July 1, 2022 for the warehouse in Ann Arbor, Michigan for an additional 12,800 sq ft through July 31, 2025, with total monthly lease payments ranging from $16,000 to $16,800. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $543,595 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 5.13%. On June 13, 2022, the Company entered into a lease effective October 1, 2022 for a building in San Jose, California through March 1, 2033, with total monthly lease payments ranging from $49,156 to $66,062. The Company determined the lease to be an operating lease and recognized a right-of-use asset of and operating lease liability of $5,506,357 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%. On September 9, 2022, the Company amended its lease effective as of October 1, 2022 for the warehouse in Ft. Myers, Florida through September 30, 2027, with total monthly lease payments ranging from $21,637 to $23,682. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $1,179,091 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 6.25%. The operating lease expense for the years ended December 31, 2022 and 2021 was $1,006,683 and $386,056, respectively. Of this amount, $329,938 and $0 is recorded in Cost of Revenues on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The remaining $676,745 and $386,056 is recorded within General & Administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. The cash paid under operating leases during the years ended December 31, 2022 and 2021 was $1,087,951 and $402,688, respectively. As of December 31, 2022, the weighted average remaining lease terms were 11.83 years and the weighted average discount rate was 6%. Note 3 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 Finance Leases As of June 30, 2023, all finance leases in the table above were related to property and equipment. Depreciation expense associated with the finance leases within property and equipment, net was $625,908 and $625,908 for the six months ended June 30, 2023 and 2022, respectively. Of this amount $89,006 and $0 is recorded within cost of revenues with the remainder recorded in general & administrative expenses on the consolidated statements of operations for the six months ended June 30, 2023 and 2022, respectively. Interest expense on finance leases for the six months ended June 30, 2023, and 2022 was $607,895 and $633,610, respectively, and is recorded in interest expense on the consolidated statements of operations. At June 30, 2023, the weighted average remaining lease terms were 11.5 years, and the weighted average discount rate was 8.01%. Operating Leases The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 The lease expense for the six months ended June 30, 2023 and 2022, were $1,292,535 and $253,121, respectively. Of this amount $372,352 and $0 were recorded within cost of revenues with the remainder recorded in general and administrative expense on the consolidated statements of operations for the six months ended June 30, |
Debt -10Q
Debt -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 22, 2018, the Company issued a $3,000,000 note payable under the Amended and Restated Secured Promissory Note with the seller of VWES. The note is secured by the assets of VWES and bears interest at 7% per annum and is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020. The remaining principal and accrued interest is due on the 3-year anniversary. The Company is not current on its payments on the note. In August 2020, the company filed a lawsuit against Alan Martin regarding his note payable. The balance as of December 31, 2022, and 2021, was $2,857,500, and accrued interest of $1,710,577 and $1,170,861, respectively, which are reflective in the current liabilities. The default rate is 10% and the daily late charge is $575. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In connection with the Morris acquisition in January 2019, the Company issued three subordinated secured promissory notes for an aggregate of $3,100,000. The notes bear interest at 4.25% per annum, require monthly payment for the first 35 months of $31,755 with any remaining principal and accrued interest due on the 3 year- anniversary. The Company also issued three supplemental notes payable for an aggregate of $350,000. The notes bear interest at 4.25% per annum and are due on the 1-year anniversary. In May 2020, the Company amended the three supplemental notes of $116,667 each with the sellers of Morris. The notes were due January 1, 2020. Each of the new notes as of the date of amendment had accrued interest of $2,703. This was added to the note resulting in the principal amount of each of the new notes equaling to $119,370. The amendment required an initial payment of $30,000 for each note, which was made on May 23, 2020, and 8 monthly installments of $10,000 with one final payment of $13,882 through January 2021. The amended notes have an interest rate of 6%. As of December 31, 2022, the outstanding balance on these notes and supplemental notes were paid in full. In connection with the Deluxe acquisition in November 2019, the Company issued two subordinated secured promissory notes to the seller. The first note for $1,900,000 bears interest at 4.25% per annum, require monthly payment for the first 35 months of $19,463 with any remaining principal and accrued interest due on the 3 year-anniversary. The second note for $496,343 bears interest at 8.75% and is due in January 2020. In January 2020, the Company entered into a debt conversion agreement with the seller, which fully settled the second note. On April 8, 2021, the Company entered into a settlement agreement with the seller wherein the outstanding balance on the first note amounting to $1,883,418 including accrued interest and net other costs was settled in full through a payment of approximately $887,000 and the exchange of 1,617,067 shares of the Company’s Class C common shares held by the seller for the same number of shares of the Company’s Class A common stock. The Company recognized a gain on extinguishment of debt totaling $803,079 during the year ended December 31, 2021, as a result of the settlement of the note. In connection with the Excel acquisition in February 2020, the Company issued a subordinated secured promissory note to the seller. The note for $2,300,000 bears interest at 4.25% per annum, requires monthly interest only payments for 48 months and is due February 2024. The ending balance for this loan as of December 31, 2022 and 2021, was $2,062,318. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In October 2019, Morris entered into an equipment finance note for $107,997 with an interest rate of 9.4% for 48 monthly payments with Bryn Mawr Equipment Finance Inc. The outstanding balance on this note as of December 31, 2022 and 2021, was $23,405 and $52,504, respectively. In connection with the RCA acquisition in December 2021, the Company issued two subordinated secured promissory notes for an aggregate of $2,000,000. The notes are amortized over 10 years, bear interest at 3.75% per annum and require monthly payment of at least $19,590. After three years, the unpaid principal amount on the notes will be immediately due. In April and May 2020, the Company received seven loans under the Paycheck Protection Program of the U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,108. During the year ended December 31, 2021, the Company also acquired four loans with a book value totaling $1,799,725 due to acquisitions, and fair value of $65,000. The loans have terms of 24 months and accrue interest at 1% per annum. The Company paid $88,160 for the loan assumed in connection with the IA acquisition, and the remaining $356,690 was forgiven. The remaining ten loans were forgiven as provided by the CARES Act during the year ended December 31, 2021. The Company recognized a gain on forgiveness of debt of $0 and $3,896,108 for the years ended December 31, 2022 and December 31, 2021, respectively. The Company also assumed an Economic Injury Disaster Loan (EIDL) of $65,000 in connection with the Vayu acquisition, which was still outstanding as of December 31, 2022. On August 27, 2021 the Company entered into $4.7 million agreement for the purchase of a building located at 4740 Cleveland in Ft. Myers, Florida. The loan bears interest at a rate of 3.95% per annum for a term of 10-years and requires monthly payments of $24,722. The loan is secured by the building and a guarantee by the Company. On June 23, 2022, the Company sold the building at 4740 S. Cleveland Ave. Fort Myers, Florida, for $13,200,000. The Company determined that it had transferred control of the building to the buyer, has derecognized the asset, and recognized a gain on the sale of $5,822,450 and paid off the outstanding mortgage of $4,642,043. Under ASC 842, Leases , the Company simultaneously entered into a sale leaseback transaction where the building was then leased back (See Note 3). In January 2022, Alt Labs entered into a note payable for $500,000 with an interest rate of 3.85% for 60 monthly payments of $9,186. The outstanding balance on this note as of December 31, 2022, was $414,498. In May 2022, Morris entered into an equipment finance note for $61,000 with an interest rate of 10% for 60 monthly payments of $1,314. The outstanding balance on this note as of December 31, 2022, was $53,595. In January 2022, Morris entered into an equipment finance note for $89,153 with an interest rate of 5.86% for 60 monthly payments of $1,722. The outstanding balance on this note as of December 31, 2022, was $74,644. In March 2022, Morris entered into an equipment finance note for $93,433 with an interest rate of 5.86% for 60 monthly payments of $1,804. The outstanding balance on this note as of December 31, 2022, was $79,653. In May 2021, Morris entered into a revolving line of credit totaling $2.5 million with a variable interest rate based on the current WSJ Prime rate, which was 7.50% per annum as of December 31, 2022. The business assets of Morris are pledged as collateral on this line of credit. The term end date for this line was October 2022, but has been extended through May 2023. The total line of credit used as of December 31, 2022 and December 31, 2021, was $2.49 million and $1.73 million respectively, with approximately $7 thousand available to be drawn on as of December 31, 2022. In September 2021, QCA entered into a revolving line of credit totaling $5.5 million that includes a capital expenditure line of credit $0.5 million, with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on this line of credit. The term end date on this line of credit is September 2023. The line of credit used as of December 31, 2022 and December 31, 2021 was $5.0 million and $2.0 million, respectively, with approximately $51 thousand available to be drawn on as of December 31, 2022. In April 2022, Alt Labs entered into three revolving lines of credit totaling $5.0 million with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for two of the three lines of credit is March 2024, while the term date of the third line of credit is March 2026. The total lines of credit used as of December 31, 2022 was $1.84 million, with approximately $17 thousand available to be drawn on as of December 31, 2022. Alt Labs had an existing line of credit totaling $750 thousand as of December 31, 2021. This was paid out and closed as part of opening the new lines of credit in 2022. In September 2022, RCA entered into a revolving line of credit totaling $20.0 million with an interest rate of 1.75% plus the secured overnight financing rate (SOFR). AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for this line of credit is September 2027. The total lines of credit used as of December 31, 2022 was $5.54 million, with approximately $3.80 million available to be drawn on as of December 31, 2022. RCA had an existing line of credit totaling $10.0 million, with a used total of $5.64 million as of December 31, 2021. The balance of the existing line of credit was paid off and closed as part of the opening of the new line of credit in September 2022. The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. As of the date of this Report, the Company was not in compliance with these covenants as the 10-K report was not filed within 90 days from the year ended December 31, 2022. However, the Company received waivers extended through May 5th, 2023. As such, the Company will be in compliance with the covenants as of the date of this report. The outstanding balances for the loans as of December 31, 2022 and 2021 were as follows: December 31, December 31, Lines of credit, current portion $ 7,426,814 $ 4,473,489 Equipment loans, current portion 68,410 61,640 Term notes, current portion 3,132,726 5,628,884 Total current 10,627,950 10,164,013 Line of credit, net of current portion 7,215,520 5,640,051 Long-term portion of equipment loans and term notes 4,266,350 8,426,105 Total notes payable $ 22,109,820 $ 24,230,169 Future scheduled maturities of outstanding debt are as follows: Years Ending December 31, 2023 $ 10,627,950 2024 5,104,159 2025 155,254 2026 734,607 2027 5,422,850 Thereafter 65,000 Total $ 22,109,820 Note 4 – Debt The outstanding balances for the loans as of June 30, 2023, and December 31, 2022, were as follows: June 30, December 31, Lines of credit, current portion $ 8,699,609 $ 7,426,814 Equipment loans, current portion 76,072 68,410 Related party term notes, current portion 555,000 — Term notes, current portion 6,094,400 3,132,726 Total current 15,425,081 10,627,950 Lines of credit, net of current portion 4,058,411 7,215,520 Long-term portion of equipment loans and term notes 2,144,048 4,266,350 Total notes payable and lines of credit $ 21,627,540 $ 22,109,820 Future scheduled maturities of outstanding debt are as follows: Twelve Months Ending June 30, 2024 $ 15,425,081 2025 1,743,815 2026 669,034 2027 123,428 2028 3,594,396 Thereafter 71,786 Total $ 21,627,540 In August 2020, the Company filed a lawsuit against Alan Martin regarding his note payable. As of June 30, 2023 and 2022, the note had a balance of $2.9 million, and accrued interest and late fees of $2.0 million, which are reflective in current liabilities. The default rate was 10% and the daily late charge was $575. On July 31, 2023, the Company and Mr. Martin agreed to a settlement agreement to resolve litigation surrounding this matter (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 8, Commitments and Contingencies, below). During May 2023, the Company issued a $0.2 million nine-month note payable to an outside investor with an annual interest rate of 15%, with the proceeds to be used for general corporate purposes. In June 2023, Morris entered into a Forbearance agreement with its banking partner that extended the maturity of the line of credit to July 21, 2023 from May 31, 2023. In July 2023, Morris entered into an Amended Forbearance agreement extending the forbearance period until August 31, 2023. In June 2023, Quality Circuit Assembly entered into the third amendment on its loan and security agreement that increased the maximum limit to $7 million from $5 million. During 2023, the Company had four revolving lines of credit in the aggregate of $35.0 million, including one capital expenditures line of credit of $0.5 million. The revolving lines of credit used as of June 30, 2023, totaled $12.8 million with interest rates ranging from WSJ prime plus 2.50% - 4.25% and terms ranging from one Note 5 - Convertible Debt In May 2023, the Company issued a one-year $0.4 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 13,750 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $24,500. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $243,529, which was recorded as debt issuance cost. The carrying value of the note as of June 30, 2023 was $185,476 and is recorded as convertible debt on the consolidated balance sheet. In June 2023, the Company issued a one-year $1.7 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 67,400 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $242,120. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $757,280, which was recorded as debt issuance cost. Further, the Company issued 200,000 warrants to purchase common stock to the investor and 3,579 warrants as a finders fee. The Company calculated the fair value of the warrants using a Black-Scholes option pricing model (Note 6) to be $378,000 and $6,764, respectively, which was recorded as a debt issuance cost. As the warrants have a change of control redemption feature, the warrants are classified as a liability within accrued expenses on the consolidated balance sheet. The carrying value of the note as of June 30, 2023 was $285,836 and is recorded as convertible debt on the consolidated balance sheet. All convertible debt is classified as a current liability on the balance sheet and matures within the next twelve months. |
Convertible Debt -10Q
Convertible Debt -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 22, 2018, the Company issued a $3,000,000 note payable under the Amended and Restated Secured Promissory Note with the seller of VWES. The note is secured by the assets of VWES and bears interest at 7% per annum and is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020. The remaining principal and accrued interest is due on the 3-year anniversary. The Company is not current on its payments on the note. In August 2020, the company filed a lawsuit against Alan Martin regarding his note payable. The balance as of December 31, 2022, and 2021, was $2,857,500, and accrued interest of $1,710,577 and $1,170,861, respectively, which are reflective in the current liabilities. The default rate is 10% and the daily late charge is $575. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In connection with the Morris acquisition in January 2019, the Company issued three subordinated secured promissory notes for an aggregate of $3,100,000. The notes bear interest at 4.25% per annum, require monthly payment for the first 35 months of $31,755 with any remaining principal and accrued interest due on the 3 year- anniversary. The Company also issued three supplemental notes payable for an aggregate of $350,000. The notes bear interest at 4.25% per annum and are due on the 1-year anniversary. In May 2020, the Company amended the three supplemental notes of $116,667 each with the sellers of Morris. The notes were due January 1, 2020. Each of the new notes as of the date of amendment had accrued interest of $2,703. This was added to the note resulting in the principal amount of each of the new notes equaling to $119,370. The amendment required an initial payment of $30,000 for each note, which was made on May 23, 2020, and 8 monthly installments of $10,000 with one final payment of $13,882 through January 2021. The amended notes have an interest rate of 6%. As of December 31, 2022, the outstanding balance on these notes and supplemental notes were paid in full. In connection with the Deluxe acquisition in November 2019, the Company issued two subordinated secured promissory notes to the seller. The first note for $1,900,000 bears interest at 4.25% per annum, require monthly payment for the first 35 months of $19,463 with any remaining principal and accrued interest due on the 3 year-anniversary. The second note for $496,343 bears interest at 8.75% and is due in January 2020. In January 2020, the Company entered into a debt conversion agreement with the seller, which fully settled the second note. On April 8, 2021, the Company entered into a settlement agreement with the seller wherein the outstanding balance on the first note amounting to $1,883,418 including accrued interest and net other costs was settled in full through a payment of approximately $887,000 and the exchange of 1,617,067 shares of the Company’s Class C common shares held by the seller for the same number of shares of the Company’s Class A common stock. The Company recognized a gain on extinguishment of debt totaling $803,079 during the year ended December 31, 2021, as a result of the settlement of the note. In connection with the Excel acquisition in February 2020, the Company issued a subordinated secured promissory note to the seller. The note for $2,300,000 bears interest at 4.25% per annum, requires monthly interest only payments for 48 months and is due February 2024. The ending balance for this loan as of December 31, 2022 and 2021, was $2,062,318. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.) In October 2019, Morris entered into an equipment finance note for $107,997 with an interest rate of 9.4% for 48 monthly payments with Bryn Mawr Equipment Finance Inc. The outstanding balance on this note as of December 31, 2022 and 2021, was $23,405 and $52,504, respectively. In connection with the RCA acquisition in December 2021, the Company issued two subordinated secured promissory notes for an aggregate of $2,000,000. The notes are amortized over 10 years, bear interest at 3.75% per annum and require monthly payment of at least $19,590. After three years, the unpaid principal amount on the notes will be immediately due. In April and May 2020, the Company received seven loans under the Paycheck Protection Program of the U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,108. During the year ended December 31, 2021, the Company also acquired four loans with a book value totaling $1,799,725 due to acquisitions, and fair value of $65,000. The loans have terms of 24 months and accrue interest at 1% per annum. The Company paid $88,160 for the loan assumed in connection with the IA acquisition, and the remaining $356,690 was forgiven. The remaining ten loans were forgiven as provided by the CARES Act during the year ended December 31, 2021. The Company recognized a gain on forgiveness of debt of $0 and $3,896,108 for the years ended December 31, 2022 and December 31, 2021, respectively. The Company also assumed an Economic Injury Disaster Loan (EIDL) of $65,000 in connection with the Vayu acquisition, which was still outstanding as of December 31, 2022. On August 27, 2021 the Company entered into $4.7 million agreement for the purchase of a building located at 4740 Cleveland in Ft. Myers, Florida. The loan bears interest at a rate of 3.95% per annum for a term of 10-years and requires monthly payments of $24,722. The loan is secured by the building and a guarantee by the Company. On June 23, 2022, the Company sold the building at 4740 S. Cleveland Ave. Fort Myers, Florida, for $13,200,000. The Company determined that it had transferred control of the building to the buyer, has derecognized the asset, and recognized a gain on the sale of $5,822,450 and paid off the outstanding mortgage of $4,642,043. Under ASC 842, Leases , the Company simultaneously entered into a sale leaseback transaction where the building was then leased back (See Note 3). In January 2022, Alt Labs entered into a note payable for $500,000 with an interest rate of 3.85% for 60 monthly payments of $9,186. The outstanding balance on this note as of December 31, 2022, was $414,498. In May 2022, Morris entered into an equipment finance note for $61,000 with an interest rate of 10% for 60 monthly payments of $1,314. The outstanding balance on this note as of December 31, 2022, was $53,595. In January 2022, Morris entered into an equipment finance note for $89,153 with an interest rate of 5.86% for 60 monthly payments of $1,722. The outstanding balance on this note as of December 31, 2022, was $74,644. In March 2022, Morris entered into an equipment finance note for $93,433 with an interest rate of 5.86% for 60 monthly payments of $1,804. The outstanding balance on this note as of December 31, 2022, was $79,653. In May 2021, Morris entered into a revolving line of credit totaling $2.5 million with a variable interest rate based on the current WSJ Prime rate, which was 7.50% per annum as of December 31, 2022. The business assets of Morris are pledged as collateral on this line of credit. The term end date for this line was October 2022, but has been extended through May 2023. The total line of credit used as of December 31, 2022 and December 31, 2021, was $2.49 million and $1.73 million respectively, with approximately $7 thousand available to be drawn on as of December 31, 2022. In September 2021, QCA entered into a revolving line of credit totaling $5.5 million that includes a capital expenditure line of credit $0.5 million, with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on this line of credit. The term end date on this line of credit is September 2023. The line of credit used as of December 31, 2022 and December 31, 2021 was $5.0 million and $2.0 million, respectively, with approximately $51 thousand available to be drawn on as of December 31, 2022. In April 2022, Alt Labs entered into three revolving lines of credit totaling $5.0 million with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for two of the three lines of credit is March 2024, while the term date of the third line of credit is March 2026. The total lines of credit used as of December 31, 2022 was $1.84 million, with approximately $17 thousand available to be drawn on as of December 31, 2022. Alt Labs had an existing line of credit totaling $750 thousand as of December 31, 2021. This was paid out and closed as part of opening the new lines of credit in 2022. In September 2022, RCA entered into a revolving line of credit totaling $20.0 million with an interest rate of 1.75% plus the secured overnight financing rate (SOFR). AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for this line of credit is September 2027. The total lines of credit used as of December 31, 2022 was $5.54 million, with approximately $3.80 million available to be drawn on as of December 31, 2022. RCA had an existing line of credit totaling $10.0 million, with a used total of $5.64 million as of December 31, 2021. The balance of the existing line of credit was paid off and closed as part of the opening of the new line of credit in September 2022. The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. As of the date of this Report, the Company was not in compliance with these covenants as the 10-K report was not filed within 90 days from the year ended December 31, 2022. However, the Company received waivers extended through May 5th, 2023. As such, the Company will be in compliance with the covenants as of the date of this report. The outstanding balances for the loans as of December 31, 2022 and 2021 were as follows: December 31, December 31, Lines of credit, current portion $ 7,426,814 $ 4,473,489 Equipment loans, current portion 68,410 61,640 Term notes, current portion 3,132,726 5,628,884 Total current 10,627,950 10,164,013 Line of credit, net of current portion 7,215,520 5,640,051 Long-term portion of equipment loans and term notes 4,266,350 8,426,105 Total notes payable $ 22,109,820 $ 24,230,169 Future scheduled maturities of outstanding debt are as follows: Years Ending December 31, 2023 $ 10,627,950 2024 5,104,159 2025 155,254 2026 734,607 2027 5,422,850 Thereafter 65,000 Total $ 22,109,820 Note 4 – Debt The outstanding balances for the loans as of June 30, 2023, and December 31, 2022, were as follows: June 30, December 31, Lines of credit, current portion $ 8,699,609 $ 7,426,814 Equipment loans, current portion 76,072 68,410 Related party term notes, current portion 555,000 — Term notes, current portion 6,094,400 3,132,726 Total current 15,425,081 10,627,950 Lines of credit, net of current portion 4,058,411 7,215,520 Long-term portion of equipment loans and term notes 2,144,048 4,266,350 Total notes payable and lines of credit $ 21,627,540 $ 22,109,820 Future scheduled maturities of outstanding debt are as follows: Twelve Months Ending June 30, 2024 $ 15,425,081 2025 1,743,815 2026 669,034 2027 123,428 2028 3,594,396 Thereafter 71,786 Total $ 21,627,540 In August 2020, the Company filed a lawsuit against Alan Martin regarding his note payable. As of June 30, 2023 and 2022, the note had a balance of $2.9 million, and accrued interest and late fees of $2.0 million, which are reflective in current liabilities. The default rate was 10% and the daily late charge was $575. On July 31, 2023, the Company and Mr. Martin agreed to a settlement agreement to resolve litigation surrounding this matter (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 8, Commitments and Contingencies, below). During May 2023, the Company issued a $0.2 million nine-month note payable to an outside investor with an annual interest rate of 15%, with the proceeds to be used for general corporate purposes. In June 2023, Morris entered into a Forbearance agreement with its banking partner that extended the maturity of the line of credit to July 21, 2023 from May 31, 2023. In July 2023, Morris entered into an Amended Forbearance agreement extending the forbearance period until August 31, 2023. In June 2023, Quality Circuit Assembly entered into the third amendment on its loan and security agreement that increased the maximum limit to $7 million from $5 million. During 2023, the Company had four revolving lines of credit in the aggregate of $35.0 million, including one capital expenditures line of credit of $0.5 million. The revolving lines of credit used as of June 30, 2023, totaled $12.8 million with interest rates ranging from WSJ prime plus 2.50% - 4.25% and terms ranging from one Note 5 - Convertible Debt In May 2023, the Company issued a one-year $0.4 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 13,750 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $24,500. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $243,529, which was recorded as debt issuance cost. The carrying value of the note as of June 30, 2023 was $185,476 and is recorded as convertible debt on the consolidated balance sheet. In June 2023, the Company issued a one-year $1.7 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 67,400 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. The convertible note was issued with an original issue discount of $242,120. The fair value of the shares issued was determined based on the closing stock price on the date of issuance and after allocating the proceeds was $757,280, which was recorded as debt issuance cost. Further, the Company issued 200,000 warrants to purchase common stock to the investor and 3,579 warrants as a finders fee. The Company calculated the fair value of the warrants using a Black-Scholes option pricing model (Note 6) to be $378,000 and $6,764, respectively, which was recorded as a debt issuance cost. As the warrants have a change of control redemption feature, the warrants are classified as a liability within accrued expenses on the consolidated balance sheet. The carrying value of the note as of June 30, 2023 was $285,836 and is recorded as convertible debt on the consolidated balance sheet. All convertible debt is classified as a current liability on the balance sheet and matures within the next twelve months. |
Stockholders' Equity -10Q
Stockholders' Equity -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock Subject to Redemption | Preferred Stock Subject to Redemption Series C Preferred Stock The Company designated 2,028,572 shares of Series C Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series C Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series C Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series C Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series C Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series C Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock. Conversion - The Series C Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series C Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series C Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series C Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class C Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 120-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series C Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series C Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. During the year ended December 31, 2020, the Company issued 1,714,286 shares of Series C Preferred Stock in connection with the acquisition of assets of IA that were valued at $5,848,013. The difference in stated value will be accreted over a 24 month period or upon conversion from Series C Preferred Stock to Class A Common stock. As of December 31, 2022, and 2021, 1,714,286 and 1,704,137, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest expense in the amount of $0 and $69,661 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 10,149 shares of Series C Preferred Stock were outstanding, respectively. Series D Preferred Stock The Company designated 1,628,572 shares of Series D Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series D Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series D Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock. Voting Rights - The Series D Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing. Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series D Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series D Preferred Stock. Conversion - The Series D Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows: • Each share of Series D Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”). • The number of shares of the Company’s Class A Common Stock into which the Series D Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series D Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five five Restrictions on Resales of Class A Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 90-day period. Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series D Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share. Registration Rights - The shares issued on conversion of the Series D Preferred Stock have piggyback registration rights beginning on that date which his six months after the date on which the Company’s Class A Common Stock trades on a national securities exchange, and are subject to standard underwriter holdback limitations. During the year ended December 31, 2021, the Company issued 1,432,224 shares of Series D Preferred Stock in connection with the acquisition of assets of Vayu that were valued at $6,653,309. The difference in stated value will be accreted over a 24-month period or upon conversion from Series D Preferred Stock to Class A Common stock. As of December 31, 2022 and 2021, 1,432,224 and 1,353,570, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest income in the amount of $0 and $615,170 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 0 and 78,674 shares of Series D Preferred Stock were outstanding, respectively. Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. Series B Preferred Stock The Company is authorized to issue 100 shares of Series B preferred stock. The Series B Preferred Stock has a $1.00 stated value and does not accrue dividends. The Series B has the following voting rights: • If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of Common Stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock. • If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to: Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities. The Series B Preferred Stock shall be convertible into shares of the Company's Class A Common Stock only as follows: • In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis). • Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock. As of December 31, 2022 and 2021, 5 and 5 shares of Series B Preferred Stock were outstanding and were issued to certain members of the Board of Directors for services rendered. Common Stock Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue three classes of common stock: Class A common stock, which has one vote per share, Class B common stock, which has ten votes per share and Class C common stock, which has five votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Other than the voting rights, the Class A and Class B common stock are identical. Any holder of Class C common stock may convert 25% of his or her shares at any time after the 3rd to 6th anniversary into shares of Class A common stock on a share-for-share basis. Other than the voting rights the Class A and Class C common stock are identical. The Company had the following transactions in its common stock during the year ended December 31, 2022: • In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 of Series D Preferred Stock. • In January 2022, the Company amended the Corporation's Amended and Restated Certificate of Incorporation increasing the authorized capital stock from 195,000,000 to 295,000,000. • In March 2022, the Company issued 39,386 shares of Class A common stock for services with a value of $99,252. • In April 2022, the Company issued 171,850 shares of Class A common stock at a value of $132,325 as employee compensation. • During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering"). • In July 2022, the Company sold 14,492,754 shares of Class A common stock and 14,492,754 warrants to certain investors, under a registered direct offering, for net proceeds of $9,175,000. The warrants have an exercise price of $0.69 per share and a term of 5 years. • In July 2022, the Company issued 60,600 shares of Class A common stock for cash of $42,318 in connection with its ATM offering. • In August 2022, certain investors exercised 1,449,276 warrants at an exercise price of $0.69, for net proceeds of $1,000,000. • In September 2022, certain shareholders converted 37,500 shares of Class C common stock for 37,500 shares of Class A common stock. • In October 2022, certain shareholders converted 201,806 shares of Class C common stock for 201,806 shares of Class A common stock. • In November 2022, certain shareholders converted 22,662 shares of Class C common stock for 22,662 shares of Class A common stock. The Company had the following transactions in its common stock during the year ended December 31, 2021: • On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors to purchase 8,333,333 shares of the Company’s Class A common stock for aggregate gross proceeds of approximately $50 million. A.G.P./Alliance Global Partners served as the placement agent and received a cash fee of 7% of the aggregate gross proceeds and warrants to purchase shares of the Company’s Class A Common Stock equal to 5% of the number of shares sold in the offering with an exercise price of $6.60 per share and are not exercisable until August 16, 2021. Net proceeds from the sale of shares amounted to approximately $45 million. • In February 2021, the Company issued 1,524,064 shares of Class A common stock to an investor for cash for total proceeds of approximately $9.3 million. • On March 17, 2021, the Company repurchased 45,000 shares of Class C common stock for $185,850. • On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class C common stock by the holder of the Class C common stock. • On May 5, 2021, the Company issued 281,223 shares of Class A common stock that were valued at $1,102,394 in connection with the acquisition of TDI. • On May 10, 2021, the Company issued 361,787 shares of Class A common stock that were valued at $1,432,677 in connection with the acquisition of Alt Labs. • On May 17, 2021, the Company issued 350,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock. • On October 20, 2021, the Company issued 888,881 shares of Class A common stock that were valued at $3,617,746 in connection with the acquisition of Identified Technology. • On November 9, 2021, the Company issued 2,409,248 shares of Class A common stock for no additional consideration upon conversion of 1,704,137 shares of Series D Preferred Stock and 1,353,570 shares of Series C Preferred Stock. • On November 15, 2021 the Company issued 125,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock . • On November 26, 2021, the Company closed on a registered direct offering where it sold to certain investors a total of 8,571,430 shares of the Company’s Class A common stock and 4,285,715 warrant to purchase shares of Class A common stock for net proceeds of $22,189,152. • On November 29, 2021, the Company issued 1,803,279 shares of Class A common stock that were valued at $4,562,996 in connection with the ElecJet acquisition. • On November 29, 2021, the Company granted 983,636 contingent shares of Class A common stock that were valued at $2,488,599 in connection with the ElecJet acquisition. These contingent shares represent equity compensation for post-acquisition services and are accounted for under ASC 718. Of this amount, 655,758 of the contingent shares valued at $1,659,063 are performance based and management determined the performance conditions were deemed not probable and as such, no expense was recognized for the years ended December 31, 2022 and 2021. The remaining 327,878 shares are a time-based award and is recognized based on the grant-date fair value of the shares of $829,536 over the vesting period of 3-years. As such, the Company recognized $0 and $299,555 of stock based compensation expense related to this award for the years ended December 31, 2021 and 2022, respectively. • On December 9, 2021, in connection with the acquisition of DTI Services Limited Liability Company, the Company issued 1,587,301 shares of its Class A Common Stock that were valued at $3,682,539. • On December 20, 2021, the Company issued 100,000 shares of Class A common stock in connection with the HWT legal proceedings. • On December 29, 2021, the Company issued 99,018 shares of Class A common stock to management in connection with the acquisition of DTI Services Limited Liability Company. • During the year ended December 31, 2021 , the Company issued 7,384,018 shares of Class A common stock for the conversion of total debt and accrued liabilities totaling $1,886,898. Stock Options The Company has issued stock options to purchase shares of the Company’s Class A common stock issued pursuant to the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 1,790,000 $ 0.19 7.09 $ 6,176,855 Granted — Forfeited — Exercised — Outstanding at December 31, 2021 1,790,000 $ 0.19 6.09 $ 3,098,055 Granted 2,084,620 $ 0.77 Forfeited (781,712) $ 0.32 Exercised — $ — Outstanding at December 31, 2022 3,092,908 $ 0.55 7.94 $ 463,494 Vested and expected to vest at December 31, 2022 3,092,909 $ 0.55 7.94 $ 463,494 Exercisable at December 31, 2022 1,084,500 $ 0.14 5.37 $ 463,494 The following table summarizes information about options outstanding and exercisable as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.05 891,500 5.38 $ 0.05 891,500 $ 0.05 0.10 85,000 5.28 0.10 85,000 0.10 0.13 — 4.58 0.13 — 0.13 0.77 2,008,409 9.33 0.77 — 0.77 0.90 108,000 4.27 0.90 108,000 0.90 3,092,909 1,084,500 During the years ended December 31, 2022 and 2021, stock option expense amounted to $473,159 and $36,538, respectively. Unrecognized stock option expense as of December 31, 2022 amounted to $1,053,547, which will be recognized over a period extending through December 2023. During the year ended December 31, 2022, the Company issued 2,084,620 options in connection with the Company's 2021 Employee Equity Incentive Plan (the "Plan"). The options have an exercise price of $0.77, vest annually over a three year vesting period and expire on April 29, 2032. The fair value of the 2,084,620 options issued in connection with the Plan is $1,534,401, and was determined using the Black-Scholes option pricing model with the following assumptions: Stock price $ 0.77 Risk-free interest rate 2.90 % Expected life of the options 6.25 years Expected volatility 158 % Expected dividend yield 0 % Warrants The following summarizes the warrant activity for the years ended December 31, 2022, and 2021: Warrants Weighted- Weighted- Aggregate Outstanding at December 31, 2020 275,000 $ 1.01 0.23 $ 723,250 Granted 5,527,778 3.32 Forfeited (275,000) 1.01 Exercised — — Outstanding at December 31, 2021 5,527,778 $ 3.32 4.62 $ — Granted 14,492,754 0.69 Forfeited — — Exercised (1,449,276) 0.69 Outstanding at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Vested and expected to vest at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Exercisable at December 31, 2022 18,571,256 $ 1.47 4.31 $ — The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 6.60 416,667 2.13 $ 6.60 416,667 $ 6.60 2.52 396,825 1.94 2.52 396,825 2.52 3.10 4,285,715 3.9 3.10 4,285,715 3.1 3.08 428,571 3.9 3.08 428,571 3.08 0.69 13,043,478 4.6 0.69 13,043,478 0.69 18,571,256 18,571,256 During the year ended December 31, 2021, the Company issued 416,667 warrants to a placement agent in connection with sale of its common stock. The warrants have an exercise price of $6.60, were exercisable as of August 16, 2021 and expire on February 16, 2025. The Company issued another 428,571 warrants to a placement agent in connection with the sale of its common stock. The warrants have an exercise price of $3.08, were exercisable as of May 26, 2021 and expire November 22, 2026. The Company issued another 396,825 warrants in connection to the RCA acquisition. The warrants have an exercise price of $2.52, were exercisable as of December 9, 2021 and expire December 9, 2024. During July 2022, the Company issued another 14,492,754 warrants to certain investors in connection with the sale of its common stock. The warrants have an exercise price of 0.69, were exercisable as of as of July 13, 2022, and expire July 13, 2027. The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 7) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions: Stock price $0.62 - 7.03 Risk-free interest rate 0.01 - 1.02% Expected life of the options 1.5-5 years Expected volatility 157-347% Expected dividend yield 0 % Note 6 – Stockholders' Equity On May 12, 2023, a Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C Common Stock, and to decrease the number of shares of Class A Common Stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”). The Reverse Split and the Class A Common Stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding Class A Common Stock automatically converted into one share of Class A Common Stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Additionally, every eight shares of the Company’s issued and outstanding Class B Common Stock automatically converted into one share of Class B Common Stock, without any change in the par value per share, and every eight shares of the Company’s issued and outstanding Class C Common Stock automatically converted into one share of Class C Common Stock, without any change in the par value per share. The Reverse Split affected all holders of Class A, Class B, and Class C Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A Common Stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A Common Stock subject to such options or warrants and the exercise prices thereof. The impact of this change in capital structure has been retrospectively applied to all periods presented herein. Common Stock and Series B Preferred Stock The Company had the following transactions in its common stock during the six months ended June 30, 2023: • In April 2023, a shareholder converted 162,500 shares of Class B common stock into 162,500 shares of Class A common stock. • In May 2023, the Company issued 13,750 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. • In June 2023, the Company issued 67,400 restricted shares of Class A Common Stock as additional consideration for the purchase of the convertible note and 1,200,000 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note. Series B Preferred Stock During April 2023, a shareholder converted 1 share of Series B preferred stock into 1 share of Class A common stock. Stock Options The following summarizes the stock option activity for the six months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 386,751 $ 4.39 7.94 $ 463,495 Granted — — Forfeited (16,844) 6.16 Exercised — — Outstanding at June 30, 2023 369,907 $ 4.31 7.38 $ 193,492 Exercisable at June 30, 2023 159,001 $ 1.85 5.46 $ 193,492 The following table summarizes information about options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.40 111,438 5.01 $ 0.40 111,438 $ 0.40 0.80 10,625 4.78 0.80 10,625 0.80 6.16 234,340 8.84 6.16 23,434 6.16 7.20 13,504 3.77 7.20 13,504 7.20 369,907 159,001 During the six months ended June 30, 2023 and 2022, stock option expense amounted to $0.3 million and $0.5 million, respectively. Unrecognized stock option expense as of June 30, 2023, amounted to $0.8 million, which will be recognized over a period extending through April 2025. Warrants The following summarizes the warrants activity for the six months ended June 30, 2023: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2022 2,321,411 $ 11.78 4.31 $ — Granted 203,579 3.51 5.00 Forfeited — — Exercised — — Outstanding at June 30, 2023 2,524,990 $ 11.12 3.87 $ — Exercisable at June 30, 2023 2,524,990 $ 11.12 3.87 $ — The following table summarizes information about warrants outstanding and exercisable as of June 30, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 52.80 52,084 1.64 $ 52.80 52,084 $ 52.80 20.16 49,604 1.45 20.16 49,604 20.16 24.80 535,716 3.41 24.80 535,716 24.80 24.64 53,572 3.40 24.64 53,572 24.64 5.52 1,630,435 4.04 5.52 1,630,435 5.52 3.50 200,000 5.00 3.50 200,000 3.50 4.20 3,579 5.00 4.20 3,579 4.20 2,524,990 2,524,990 During the six months ended June 30, 2023, the Company issued 200,000 and 3,579 warrants to two holders in connection with the issuance of a convertible note payable. The warrants have an exercise price of $3.50 and $4.20, respectively, were exercisable as of June 29, 2023 and expire on June 29, 2028. The fair value of the 200,000 and 3,579 warrants issued is $378,000 and $6,764, respectively, and was determined using the Black-Scholes option pricing model. The fair value of the warrants was determined using the following assumptions Stock price $ 1.89 Risk-free interest rate 4.50 % Expected life of the warrants 2.5 Expected volatility 1242% Expected dividend yield 0 % |
Segment Reporting -10Q
Segment Reporting -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended September 30, 2022, the Company increased its reportable segments to eight segments. All segments and the subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes. Management excludes the following when reviewing the profit/loss by segment. • Intercompany Sales/COGS • Management fees to the parent Company • Income tax benefit/expense There has not been any change to the measurement method in how management reviews the profit/loss by segment. The reporting segments and their business activity are as follows: A4 Construction Services Morris Sheet Metal (“MSM”) provides commercial construction services primarily as a sheet metal contractor. A4 Construction Services Excel Construction (“Excel”) provides commercial construction services primarily as a sheet metal contractor. A4 Manufacturing Quality Circuit Assembly (QCA) is a contract manufacturer within the technology industry. A4 Manufacturing Alternative Labs (“Alt Labs”) is a contract manufacturer within the dietary & nutraceutical supplements industry. A4 Defense Thermal Dynamics does contracting for the US Government particularity for the US Defense Department and US Department of State. A4 Technologies RCA Commercial Electronics (“RCA”) is a B2B commercial electronics manufacturer. A4 Technologies ElecJet is a battery research & development company. A4 Aerospace Vayu is a drone aircraft manufacturer. A4 All Other includes the QCA-Central, Identified Technologies and Corporate operating segments. The Company’s reportable segments for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Revenue A4 Construction Services - MSM $ 18,290,019 $ 16,191,284 A4 Construction Services - Excel 1,761,572 1,803,739 A4 Manufacturing - QCA 16,763,989 14,258,084 A4 Manufacturing - Alt Labs 12,889,992 11,674,220 A4 Defense - TDI 10,046,658 4,467,376 A4 Technologies - RCA 40,092,612 1,454,451 A4 Technologies - ElecJet 1,098,534 89,018 A4 Aerospace - Vayu 81,100 — All Other 3,538,526 1,702,641 $ 104,563,002 $ 51,640,813 Gross profit A4 Construction Services - MSM $ 1,374,517 $ (385,266) A4 Construction Services - Excel 3,681 (92,765) A4 Manufacturing - QCA 3,258,082 2,763,213 A4 Manufacturing - Alt Labs 2,343,368 3,749,878 A4 Defense - TDI 3,082,844 1,073,636 A4 Technologies - RCA 10,687,202 379,740 A4 Technologies - ElecJet (236,636) 76,818 A4 Aerospace - Vayu 13,087 — All Other 1,188,257 132,744 $ 21,714,402 $ 7,697,998 Income (loss) from operations A4 Construction Services - MSM $ (883,922) $ (4,247,240) A4 Construction Services - Excel (973,934) (1,969,535) A4 Manufacturing - QCA 702,875 1,426,141 A4 Manufacturing - Alt Labs 2,284,308 (3,027,203) A4 Defense - TDI 1,072,306 (282,882) A4 Technologies - RCA 2,525,619 (100,328) A4 Technologies - ElecJet (1,107,254) (62,163) A4 Aerospace - Vayu (3,336,279) (4,875,829) All Other (11,039,503) (8,983,320) $ (10,755,784) $ (22,122,359) Depreciation and amortization A4 Construction Services - MSM $ 684,563 $ 846,808 A4 Construction Services - Excel 267,966 291,556 A4 Manufacturing - QCA 417,172 377,868 A4 Manufacturing - Alt Labs 983,931 611,079 A4 Defense - TDI 288,950 191,740 A4 Technologies - RCA 979,206 49,299 A4 Technologies - ElecJet 414,333 33,833 A4 Aerospace - Vayu 1,025,412 1,093,995 All Other 1,113,005 658,181 $ 6,174,538 $ 4,154,359 Interest Expenses A4 Construction Services - MSM $ 421,287 $ 706,607 A4 Construction Services - Excel 245,855 291,263 A4 Manufacturing - QCA 262,551 230,044 A4 Manufacturing - Alt Labs 351,503 72,060 A4 Defense - TDI 11,975 825 A4 Technologies - RCA 159,878 15,347 A4 Technologies - ElecJet — — A4 Aerospace - Vayu 10,677 9 All Other 1,660,406 1,973,078 $ 3,124,132 $ 3,289,233 Net income (loss) A4 Construction Services - MSM $ (1,246,295) $ (1,481,382) A4 Construction Services - Excel (1,219,789) (1,899,512) A4 Manufacturing - QCA 367,760 1,774,139 A4 Manufacturing - Alt Labs 2,054,958 (2,643,752) A4 Defense - TDI 1,060,331 (270,289) A4 Technologies - RCA 2,365,741 (115,675) A4 Technologies - ElecJet (1,110,727) (62,163) A4 Aerospace - Vayu (3,346,956) (4,852,182) All Other (11,800,336) (9,932,322) $ (12,875,313) $ (19,483,138) As of As of Total Assets A4 Construction Services - MSM $ 11,309,049 $ 10,935,355 A4 Construction Services - Excel 3,359,818 3,050,206 A4 Manufacturing - QCA 20,988,492 11,869,711 A4 Manufacturing - Alt Labs 26,636,905 23,173,298 A4 Defense - TDI 13,497,381 11,982,580 A4 Technologies - RCA 27,191,977 28,174,091 A4 Technologies - ElecJet 12,897,440 12,904,267 A4 Aerospace - Vayu 14,632,530 14,702,838 All Other $ 15,118,622 $ 17,831,504 $ 145,632,214 $ 134,623,850 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - ElecJet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 5,188,521 $ 3,906,271 A4 Construction Services - Excel 288,243 286,972 A4 Manufacturing - QCA 3,867,141 2,339,597 A4 Manufacturing - Alt Labs 1,833,502 406,333 A4 Defense - TDI 1,905,314 1,371,184 A4 Technologies - RCA 3,232,559 2,961,201 A4 Technologies - ElecJet 12,888 37,744 A4 Aerospace - Vayu — — All Other 811,776 565,874 $ 17,139,944 $ 11,875,176 Note 7 – Segment Reporting The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended September 30, 2022, the Company increased its reportable segments to eight segments. All segments and the subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes. Management excludes the following when reviewing the profit/loss by segment. • Intercompany Sales/COGS • Management fees to the parent Company • Income tax benefit/expense There has not been any change to the measurement method in how management reviews the profit/loss by segment. The operating segments and their business activity are as follows: • A4 Construction Services - MSM provides commercial construction services primarily as a sheet metal contractor. • A4 Construction Services - Excel provides commercial construction services primarily as a sheet metal contractor. • A4 Manufacturing - QCA is a contract manufacturer within the technology industry. • A4 Manufacturing - Alt Labs is a contract manufacturer within the dietary & nutraceutical supplements industry. • A4 Defense - TDI does contracting for the US Government particularly for the US Defense Department and US Department of State. • A4 Technologies - RCA is a business-to-business ("B2B") commercial electronics manufacturer. • A4 Technologies - Elecjet is a battery research and development company. • A4 Aerospace - Vayu is a drone aircraft manufacturer. • A4 All Other includes the QCA-C, IDT, GAC, and Corporate. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue A4 Construction Services - MSM $ 3,550,392 $ 5,326,296 $ 7,363,532 $ 9,093,686 A4 Construction Services - Excel 110,494 342,963 443,358 631,777 A4 Manufacturing - QCA 5,319,687 4,241,382 9,511,330 8,560,242 A4 Manufacturing - Alt Labs 6,787,129 2,958,885 11,014,043 6,783,023 A4 Defense - TDI 2,413,363 2,472,207 5,383,450 5,160,188 A4 Technologies - RCA 8,538,620 8,910,276 15,992,043 18,147,535 A4 Technologies - Elecjet 121,845 345,382 224,340 902,111 A4 Aerospace - Vayu 4,171 — 4,171 25,000 All Other 1,176,325 673,735 2,447,472 1,559,718 $ 28,022,026 $ 25,271,126 $ 52,383,739 $ 50,863,280 Gross profit (loss) A4 Construction Services - MSM $ 549,807 $ 191,788 $ 781,695 $ 655,594 A4 Construction Services - Excel (373,950) (26,468) (523,958) (125,442) A4 Manufacturing - QCA 1,786,189 1,149,049 2,683,904 2,176,233 A4 Manufacturing - Alt Labs 1,778,676 857,997 2,727,428 1,759,476 A4 Defense - TDI 944,550 1,285,732 1,561,132 2,128,921 A4 Technologies - RCA 2,752,026 2,159,923 5,126,204 4,344,251 A4 Technologies - Elecjet (53,000) 249,297 (126,809) 187,268 A4 Aerospace - Vayu 4,116 — 1,706 25,000 All Other 398,676 293,225 772,244 646,699 $ 7,787,090 $ 6,160,543 $ 13,003,546 $ 11,798,000 Income (loss) from operations A4 Construction Services - MSM $ (150,608) $ (152,882) $ (555,021) $ (468,580) A4 Construction Services - Excel (578,989) (238,956) (1,011,070) (558,946) A4 Manufacturing - QCA 446,516 270,804 465,613 685,252 A4 Manufacturing - Alt Labs 181,351 5,190,788 (377,774) 4,203,305 A4 Defense - TDI 829,235 783,704 1,010,769 1,206,844 A4 Technologies - RCA 944,686 193,377 1,420,550 759,667 A4 Technologies - Elecjet (222,275) (268,554) (467,696) (572,900) A4 Aerospace - Vayu (1,380,016) (819,431) (2,200,983) (1,626,328) All Other (3,788,794) (2,587,090) (7,143,755) (5,012,709) $ (3,718,894) $ 2,371,760 $ (8,859,367) $ (1,384,395) Depreciation and amortization A4 Construction Services - MSM $ 178,665 $ 171,342 $ 352,963 $ 337,746 A4 Construction Services - Excel 67,524 132,917 135,049 132,917 A4 Manufacturing - QCA 113,673 108,304 230,552 208,783 A4 Manufacturing - Alt Labs 225,654 253,948 434,208 560,983 A4 Defense - TDI 72,433 72,090 144,866 144,180 A4 Technologies - RCA 244,805 170,053 489,609 340,099 A4 Technologies - Elecjet 105,668 103,633 211,334 205,133 A4 Aerospace - Vayu 259,679 259,225 518,590 533,894 All Other 317,255 277,280 595,968 554,721 $ 1,585,356 $ 1,548,792 $ 3,113,139 $ 3,018,456 Interest expense A4 Construction Services - MSM $ 98,163 $ 124,220 $ 211,873 $ 227,245 A4 Construction Services - Excel 60,196 61,643 120,766 123,628 A4 Manufacturing - QCA 171,005 87,601 334,650 123,890 A4 Manufacturing - Alt Labs 84,979 94,561 149,659 151,677 A4 Defense - TDI 16,598 — 33,945 — A4 Technologies - RCA 71,896 60,431 157,852 115,248 A4 Technologies - Elecjet — — — — A4 Aerospace - Vayu 5,414 — 11,372 — All Other 600,494 534,018 1,087,498 829,747 $ 1,108,745 $ 962,474 $ 2,107,615 $ 1,571,435 Net income (loss) A4 Construction Services - MSM $ (248,771) $ (276,934) $ (729,371) $ (639,301) A4 Construction Services - Excel (639,185) (300,599) (1,131,836) (682,574) A4 Manufacturing - QCA 275,944 161,763 131,757 535,630 A4 Manufacturing - Alt Labs 178,697 5,298,191 (480,059) 4,186,729 A4 Defense - TDI 837,719 783,704 1,001,906 1,206,844 A4 Technologies - RCA 872,790 132,946 1,262,698 644,419 A4 Technologies - Elecjet (222,275) (272,099) (467,696) (576,445) A4 Aerospace - Vayu (1,414,806) (819,431) (2,241,731) (1,626,328) All Other (4,191,979) (3,167,735) (7,666,677) (5,508,728) $ (4,551,866) $ 1,539,806 $ (10,321,009) $ (2,459,754) The Company’s reportable segments as of June 30, 2023, and December 31, 2022, were as follows: As of June 30, 2023 As of December 31, 2022 Total assets A4 Construction Services - MSM $ 10,675,363 $ 11,309,049 A4 Construction Services - Excel 3,334,543 3,359,818 A4 Manufacturing - QCA 20,550,261 20,988,492 A4 Manufacturing - Alt Labs 28,335,277 26,636,905 A4 Defense - TDI 13,663,378 13,497,381 A4 Technologies - RCA 24,753,925 27,191,977 A4 Technologies - Elecjet 12,787,943 12,897,440 A4 Aerospace - Vayu 12,890,586 14,632,530 All Other 15,619,649 15,118,622 $ 142,610,925 $ 145,632,214 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - Elecjet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 4,373,429 $ 5,188,521 A4 Construction Services - Excel 386,429 288,243 A4 Manufacturing - QCA 2,768,483 3,867,141 A4 Manufacturing - Alt Labs 2,458,636 1,833,502 A4 Defense - TDI 2,207,665 1,905,314 A4 Technologies - RCA 3,669,480 3,232,559 A4 Technologies - Elecjet 6,302 12,888 A4 Aerospace - Vayu — — All Other 758,324 811,776 $ 16,628,748 $ 17,139,944 |
Commitments and Contingencies -
Commitments and Contingencies -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Licensing Agreement DTI has entered into licensing agreements with RCA Trademark Management for the licensing rights to the respective trademarks in the United States of America and Canada. The RCA licensing agreement was amended with Technicolor, S.A., as licensor, and expires December 31, 2027 except for the agreement relating to Computer Monitors and Outdoor Televisions which expires on December 31, 2025. DTI agreed to pay a royalty fee of 2.50% - 3.50% on net sales based on product type with a total minimum annual payment of $550,000 for the year ended 2023, $600,000 for the year ended 2024, $620,000 for the year ended 2025, $660,000 for the year ended 2026, and $700,000 for the year ended 2027. Warranty Service Agreement DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer, for whom services will be provided through 2030. In exchange for these services, DTI expects to receive $66,626 and $59,964 during the years ended December 31, 2023 and 2024, respectively. Royalty Agreement On November 28, 2021, the Company entered into a Royalty Agreement with the sellers of Elecjet. Upon closing the Company desires to build its initial factory (“Factory”) to manufacture graphene batteries in the territory of the United States. The Company agrees to pay the sellers 1.5% of net sales for batteries produced by the Factory. Royalty payments shall continue to be paid for a period of ten years from the starting date, or until the total of the royalty payments equals $50 million, whichever occurs first. Legal Proceedings From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the date of this Report, the Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. Alan Martin Lawsuit In August 2020, in a matter relating to our former subsidiary Horizon Well Testing, LLC (“Horizon”), the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon dba Venture West Energy Services, LLC (“VWES”). The Company brought suit seeking to avoid the claimed liability due from the Company to Alan Martin, for the Company’s 2017 purchase of Mr. Martin’s business, Horizon. On summary judgment, the court found that the Company’s claim was barred by a time-limiting clause for indemnification claims. The Company disagreed with the court’s ruling and planned to appeal. Mr. Martin filed a counterclaim in which he claimed that he remains unpaid on the promissory note, as modified, under which the Company purchased Horizon. The note balance alleged to have a principal sum due of $3.3 million, plus interest at 8% accruing from 2019 to present, plus late fees accruing at $575 per day. After confidential mediation before Hon. Eileen Willett, United States Magistrate Judge for the United States District Court for the District of Arizona, the parties settled their dispute on acceptable terms. The Company and Mr. Martin agreed to a settlement agreement whereby Mr. Martin will receive the following: $100,000 payable on or before August 3, 2023; 250,000 shares issued immediately; $2,000,000 payable on or before October 31, 2023 and a $1,800,000 note payable with monthly payments of $75,000 beginning on December 1, 2023 with a final payment of $900,000 payable on or before December 1, 2024. The $100,000 payment and the 250,000 shares have been paid and issued by the Company. Robert Porter Lawsuit In August 2021, in a matter relating to Horizon, Robert Porter filed a lawsuit in the District Court of Oklahoma County, State of Oklahoma (CJ-2021-3421), alleging unjust enrichment and breach of contract with respect to shares of Company that Mr. Porter claims were owed to him pursuant to his employment contract with the Company as President of Horizon. In October 2021, the Company filed its answer denying such claims. In October 2021, the Company also filed counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit and as such, no accrual has been recorded as of June 30, 2023, and December 31, 2022. VWES Lawsuit In October 2021, in a matter relating to Horizon, the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314) for unjust enrichment, and breach of contract with respect to their employment contracts with Horizon. On January 19, 2022, the Company filed answers to all three lawsuits that denied these claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 4,688 shares of Class A common stock, and subsequently Mr. Morse’s case has been dismissed. Subsequently, Mr. Hobbs and Mr. Karraker have also expressed interest in settling claims on similar terms, and negotiations were ongoing as of the date of this report. As no formal settlement offer has been extended, no accrual has been recorded as of June 30, 2023, and December 31, 2022. Gatehouse Lawsuit In June 2022, in a matter relating to the Company’s subsidiaries, DTI Services Limited Liability Company and Direct Tech Sales, LLC (doing business as RCA, the Company received a complaint filed in the Superior Court of Marion County State of Indiana (CAUSE NO. 49D01-2203-PL-006662) by Gatehouse, LLC (“Gatehouse”), a supplier of PPP gloves for resale by RCA, seeking payment of $213,000 for supplied goods that RCA has good reason to believe are counterfeit, and thus unsalable. RCA has answered the complaint and asserted counterclaims of fraud and breach of contract. After a long delay in prosecution of the case by Gatehouse, motion practice has begun in this matter. However no scheduling, hearings, or trial date had been set as of the date of this report. Mark Bell Lawsuit In November 2022, the Company, and its subsidiaries Excel and A4 Construction, received a complaint filed by Mark Bell in the district court of Idaho (CV42-22-4066) with regard to the Company’s February 2020 purchase of Excel Fabrication LLC (“Excel”) from Mr. Bell. The matter relates to the lack of payment on a $2.3 million seller note comprising part of the purchase consideration. In December 2022 the Company counter-sued Mr. Bell for breach of contract, fraud, and misrepresentation in the February 2020 sale of Excel to the Company. The case is set for trial in June of 2024. Starr Corporation Arbitration In December 2022, the Company’s subsidiary Excel received a demand for binding arbitration (AAA Case No. 01-22-0004-9935) by Starr Corporation of Idaho (“Starr Corporation”), a contractor for whom Excel was performing as sub-contractor. Excel stopped its work for Starr Corporation' pursuant to its claimed contract right of termination based on Starr Corporation’s failure to make payment within the contracted period for work satisfactorily performed. Starr Corporation claims that Excel’s termination was wrongful, and seeks approximately $0.5 million, reflecting its costs in having to complete work that was called for under the contract. Excel is seeking a determination that its termination was rightful under the terms of the contract, and in addition seeks payment on its unpaid billing submittals and additional costs. Arbitration hearings are scheduled to commence in April 2024. As no formal settlement offer has been extended, no accrual has been recorded as of June 30, 2023, and December 31, 2022. State University of New York at Stonybrook Lawsuit In February 2023, the Company was apprised that a complaint was brought in the State of New York against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes. The case had originally been dismissed for lack of jurisdiction but was revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. In light of the decision by the Court of Appeals to return the case to the trial courts for adjudication, and as of the date of this report the Company and the State of New York have begun informal settlement discussions including the possibility of the State providing information useful to the Company should it wish to subsequently seek redress from the previous owners of Vayu. Kevin Thomas Lawsuit In May 2023, Kevin Thomas, who sold Alternative Laboratories, LLC to the Company in May of 2021, sued the Company, and its subsidiaries Alt Labs and A4 Manufacturing, in the State circuit court for Collier County Florida (Case Number 23-CA-1981), alleging that the Company failed to deliver shares of the Company as promised by the terms of the purchase agreement. Additionally Mr. Thomas claimed that an amount of $610,000 in Employee Retention Credits was received by the Company and that portion representing the credit attributed to the first and second quarters of 2021 (prior to the May 4th, 2021 date of sale), should be remitted to him rather than retained by the Company. The Company believes that Mr. Thomas’ complaint is wholly without merit, and as of the date of this report, the Company was in the process of answering the complaint and considering possible motions and counterclaims. |
Subsequent Events -10Q
Subsequent Events -10Q | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2023, the Company made a $250,000 investment for a 10% equity interest in a battery materials company, which includes a seat on its board, and participation rights in future funding rounds. In February 2023, the Company learned that a complaint the State of New York brought against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes, a case which had originally been dismissed for lack of jurisdiction, had become revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. The company is currently considering its options for reaching a settlement with the State of New York, and for the possibility of seeking redress from the previous owners of Vayu. In April 2023, a certain investor converted 1.3 million shares of Class B common stock and 1 share of Class B preferred stock for 1,300,001 shares of Class A common stock. Note 9 – Subsequent Events In July 2023, Vayu received its first purchase order from All American Contracting for ten G1 MKIII Fixed Wing unmanned aerial vehicles ("UAVs") for $5.25 million with delivery expected to occur in Q4 2023 or Q1 2024. The purchase order requires a 10% down payment, with final payment to be sent prior to taking delivery. In July 2023, Morris entered into an Amended Forbearance agreement extending the forbearance period until August 31, 2023. On July 31, 2023, the Company and Mr. Martin agreed to a settlement agreement whereby Mr. Martin will receive the following: $100,000 payable on or before August 3, 2023; 250,000 shares issued immediately; $2,000,000 payable on or before October 31, 2023 and a $1,800,000 note payable with monthly payments of $75,000 beginning on December 1, 2023 with a final payment of $900,000 payable on or before December 1, 2024. The $100,000 payment and the 250,000 shares have been paid and issued by the Company. On August 4, 2023, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission ("SEC") relating to a proposed offering of our Class A common stock. The number of shares of Class A common stock to be offered and the price for the proposed offering will be determined at the time of pricing and may be at a discount to the then current market price. The offering is subject to market conditions, and the proceeds will be utilized for general corporate purposes, working capital, research and development, and repayment of certain outstanding debt. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain reclassifications have been made that have no impact on net earnings and financial position. |
Principles of consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2022 and 2021. Significant intercompany balances and transactions have been eliminated.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2023, and December 31, 2022. Significant intercompany balances and transactions have been eliminated. |
Use of estimates | The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. In many instances, the Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. |
Advertising | Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant. |
Cash | Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days.Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. |
Major Customers | The Company had no customers that made up over 10% of accounts receivable as of December 31, 2022, and 2021. For the year ended December 31, 2022, the Company had one customer that made up 14% of total Company revenues within the A4 Technology - RCA segment. This customer had an accounts receivable balance of $1.2 million as December 31, 2022. For the year ended December 31, 2021, the Company had two customers that each made up 11% of total Company revenues with the A4 Manufacturing - QCA segment and A4 Manufacturing - Alt Labs segment. The customer within A4 Manufacturing - QCA segment had an accounts receivable balance of $1.0 million as of December 31, 2021. The customer within A4 Manufacturing - Alt Labs segment had an accounts receivable balance of $0, as of December 31, 2021, as the account receivable related to this customer was written off as bad debt expense noted in the section below. For the year ended December 31, 2022, the Company had 9% of total revenues made up of government contracts. Major Vendors For the year ended December 31, 2022, there was one vendor that made up 14% of total Company purchases within the A4 Technology - RCA segment.. For the year ended December 31, 2021, there were no vendors that made up at least 10% of total purchases within the Company. The Company had no customers which made up over 10% of total Company accounts receivable as of June 30, 2023, or December 31, 2022. For the six months ended June 30, 2023, the Company had no customers which made up over 10% of total Company revenues. For the six months ended June 30, 2022, the Company had one customer within the A4 Technology - RCA segment, which made up 12% of total Company revenues. For the six months ended June 30, 2023 and 2022, the Company received 10% and 10%, respectively, of total Company revenues from prime contractors. For the six months ended June 30, 2023, the Company had no vendors, which made up over 10% of total Company purchases. For the six months ended June 30, 2022, the Company had one vendor within the A4 Technology - RCA segment, which made up 17% of total Company purchases. |
Accounts Receivable, net | The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2022 and 2021, allowance for bad debt was $52,531 and $199,936, respectively. During the years ended December 31, 2022 and 2021, the Company wrote off $202,761 and $3,028,757, respectively to bad debts expense. |
Inventory | Inventory for all subsidiaries is valued at weighted average. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and finished goods. Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 |
Property and Equipment, net | Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from five years to 39 years as follows: Automobiles and trucks 5 to 7 years Machinery and equipment 10 years Office furniture and fixtures 5 years Buildings and improvements 39 years Maintenance and repair costs are expensed as incurred. Significant improvements are capitalized and depreciated over the estimated life of the asset. Property and equipment consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Automobiles and trucks $ 1,056,551 $ 1,251,187 Machinery and equipment 9,864,846 8,876,402 Office furniture and fixtures 186,464 167,581 Buildings and improvements 16,696,926 23,630,250 Total Property and equipment 27,804,787 33,925,420 Less: Accumulated depreciation (8,301,302) (5,823,949) Property and equipment, net $ 19,503,485 $ 28,101,471 Included in Buildings and improvements in the above table are two buildings of $9,000,000 and $2,000,000 related to sale leaseback transactions. (See Note 3) The Company recorded depreciation expense of $3,026,483 and $2,396,966 in 2022 and 2021, respectively. |
Purchased Intangibles and Other Long-Lived Assets, net | The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between one Software 5 years Non-compete agreements 1-15 years Customer list 3-16 years Patents, trademarks, and licenses 3-17 years Proprietary technology 15 years Intangible assets consisted of the following as of December 31, 2022 and 2021: Cost Weighted Average Amortization Period December 31, December 31, Software 2.0 years $ 128,474 $ 128,474 Non-compete agreement 6.3 years 1,426,276 1,378,772 Customer list 11.9 years 13,011,187 13,011,187 Patents, trademarks, and licenses 13.9 years 7,127,408 7,174,912 Proprietary technology 13.5 years 19,866,743 19,616,743 12.9 years 41,560,088 41,310,088 Accumulated amortization Software $ (77,084) $ (64,757) Non-compete agreement (478,510) (210,465) Customer list (1,711,327) (1,112,797) Patents, trademarks, and licenses (962,258) (8,444) Proprietary technology (2,048,300) (732,961) (5,277,479) (2,129,424) Intangibles assets, net $ 36,282,609 $ 39,180,664 Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Years Ending December 31, 2023 $ 3,152,048 2024 3,152,048 2025 2,919,686 2026 2,900,686 2027 2,762,686 Thereafter 21,395,455 Total $ 36,282,609 The Company recorded amortization expense of $3,148,055 and $1,757,393 in 2022 and 2021, respectively. |
Impairment of Long-Lived Assets | The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets . This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the third quarter of 2022, there was a triggering event related to the customer list for Alt Labs which required an analysis to be performed. This analysis was performed in conjunction with a third-party valuation expert. As a result of the analysis, it was determined that the value of the estimated future cash flows were greater than the carrying value of the reporting unit's assets. No impairment was recognized during the year ended December 31, 2022. During the year ended December 31, 2021, due to the significant impact of COVID-19, the Company determined that the customer list for Excel was impaired and took a charge to earnings of $359,890. The Company accounts for long-lived assets in accordance with the provisions of ASC Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset is less than the carrying amount of that asset. During the six months ended June 30, 2023, there were no events or changes in circumstances that indicated a quantitative impairment analysis was necessary and as such, no impairment was recorded. |
Goodwill | In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, 2022 and 2021, the reporting units with goodwill were QCA, Morris, Alt Labs, TDI, Identified Technology, ElecJet, and RCA. During the year ended December 31, 2021, the Company determined that the goodwill for Excel was impaired and took a charge to earnings of $7,629. During the 2022 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded. The estimated fair values of all our reporting units exceeded their carrying amounts. Based on the analysis, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the next two years and then steadily increasing revenue at a more normalized rate thereafter. If we fail to execute these customer and/or supplier arrangements, this would negatively impact the key growth assumptions. |
Leases | The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. |
Fair Value Measurement | ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis as all of our financial assets and liabilities were Level 1. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of June 30, 2023, and December 31, 2022, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis, as all of our financial assets and liabilities were Level 1. |
Equity Investments | The Company’s equity investments consisted of investment in one private company in which the Company does not have the ability to exercise significant influence over their operating and financial activities. This investment is carried at cost as there is no market for the membership units, accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021 , in accordance with the ASC 321 guidelines, the Company recognized a loss on impairment for the entire value of $1,350,000. The current book value for this investment as of December 31, 2022 is $0. |
Research and Development | The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development cost totaled $876,542 and $1,464,918, respectively.The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. |
Revenue Recognition | The Company recognizes revenue under ASC Topic 606, Revenue from contract with Customers ("Topic 606"). The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. Revenue is recognized under Topic 606 , at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contracts with the Company’s customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. The Company’s subsidiaries are all located in North America, as well as the customer base in which the Company’s revenue is derived from. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. QCA and Alt Labs QCA (Circuit boards and cables) and Alt Labs (Supplements) are contract manufacturers and recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. ElecJet ElecJet is a manufacturer of electric components, and a research and development company for battery technology and recognizes revenue when the products have been shipped to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Identified Technologies Identified Technologies provides 3D mapping drone software and data for industrial job sites and recognizes revenue when the service has been provided to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Direct Tech Sales (“RCA”) RCA is engaged in the design, manufacture and wholesale distribution of electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. RCA recognizes revenue when the products have been shipped to the customer which is also when title transfers. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. MSM, Excel and TDI For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract Retentions As of December 31, 2022 and 2021, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. The Company has recorded a receivable for retainage of approximately $2.0 million and $1.6 million as of December 31, 2022, and 2021, respectively. The following table presents our revenues disaggregated by type with the sales of goods recognized upon delivery and the sales of services recognized over the time of the contract as described above: Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 Revenue is recognized under Topic 606, at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contract with the Company's customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation of the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. |
Earnings (loss) per share | The Company presents both basic and diluted net income (loss) per share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The amount of anti-dilutive shares related to stock options and warrants as of December 31, 2022 and 2021, were 21,664,165 and 7,317,778, respectively. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) inclusive of all classes of common stock as the only difference between the classes of common stock are related to the voting rights (Note 6) for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) |
Stock-based compensation | The Company follows the guidelines in ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executives, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. |
Income taxes | The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides 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 it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. |
Related Party Disclosure | ASC 850, Related Party Disclosures , requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. |
Recent Accounting Pronouncements | Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. In June 2016, the FASB issued ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The new standard is effective in the first quarter of fiscal 2023 and is expected to have an immaterial impact on the Company's financial statements. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies -10Q (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain reclassifications have been made that have no impact on net earnings and financial position. |
Principles of consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2022 and 2021. Significant intercompany balances and transactions have been eliminated.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2023, and December 31, 2022. Significant intercompany balances and transactions have been eliminated. |
Use of estimates | The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. In many instances, the Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. |
Cash | Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days.Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. |
Major customers & vendors | The Company had no customers that made up over 10% of accounts receivable as of December 31, 2022, and 2021. For the year ended December 31, 2022, the Company had one customer that made up 14% of total Company revenues within the A4 Technology - RCA segment. This customer had an accounts receivable balance of $1.2 million as December 31, 2022. For the year ended December 31, 2021, the Company had two customers that each made up 11% of total Company revenues with the A4 Manufacturing - QCA segment and A4 Manufacturing - Alt Labs segment. The customer within A4 Manufacturing - QCA segment had an accounts receivable balance of $1.0 million as of December 31, 2021. The customer within A4 Manufacturing - Alt Labs segment had an accounts receivable balance of $0, as of December 31, 2021, as the account receivable related to this customer was written off as bad debt expense noted in the section below. For the year ended December 31, 2022, the Company had 9% of total revenues made up of government contracts. Major Vendors For the year ended December 31, 2022, there was one vendor that made up 14% of total Company purchases within the A4 Technology - RCA segment.. For the year ended December 31, 2021, there were no vendors that made up at least 10% of total purchases within the Company. The Company had no customers which made up over 10% of total Company accounts receivable as of June 30, 2023, or December 31, 2022. For the six months ended June 30, 2023, the Company had no customers which made up over 10% of total Company revenues. For the six months ended June 30, 2022, the Company had one customer within the A4 Technology - RCA segment, which made up 12% of total Company revenues. For the six months ended June 30, 2023 and 2022, the Company received 10% and 10%, respectively, of total Company revenues from prime contractors. For the six months ended June 30, 2023, the Company had no vendors, which made up over 10% of total Company purchases. For the six months ended June 30, 2022, the Company had one vendor within the A4 Technology - RCA segment, which made up 17% of total Company purchases. |
Inventory | Inventory for all subsidiaries is valued at weighted average. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, work-in-process and finished goods. Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 |
Impairment of Long-Lived Assets | The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets . This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the third quarter of 2022, there was a triggering event related to the customer list for Alt Labs which required an analysis to be performed. This analysis was performed in conjunction with a third-party valuation expert. As a result of the analysis, it was determined that the value of the estimated future cash flows were greater than the carrying value of the reporting unit's assets. No impairment was recognized during the year ended December 31, 2022. During the year ended December 31, 2021, due to the significant impact of COVID-19, the Company determined that the customer list for Excel was impaired and took a charge to earnings of $359,890. The Company accounts for long-lived assets in accordance with the provisions of ASC Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset is less than the carrying amount of that asset. During the six months ended June 30, 2023, there were no events or changes in circumstances that indicated a quantitative impairment analysis was necessary and as such, no impairment was recorded. |
Goodwill | In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, 2022 and 2021, the reporting units with goodwill were QCA, Morris, Alt Labs, TDI, Identified Technology, ElecJet, and RCA. During the year ended December 31, 2021, the Company determined that the goodwill for Excel was impaired and took a charge to earnings of $7,629. During the 2022 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded. The estimated fair values of all our reporting units exceeded their carrying amounts. Based on the analysis, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the next two years and then steadily increasing revenue at a more normalized rate thereafter. If we fail to execute these customer and/or supplier arrangements, this would negatively impact the key growth assumptions. |
Fair Value Measurement | ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis as all of our financial assets and liabilities were Level 1. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of June 30, 2023, and December 31, 2022, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis, as all of our financial assets and liabilities were Level 1. |
Equity Method Investments | In February 2023, the Company made a $0.3 million investment for a 10% equity interest in a battery materials company, which includes a seat on its board of directors, and participation rights in future funding rounds. The investment is accounted for as an equity method investment as the board representation allows us to have significant influence over the operating and financial policies of the battery materials company. The investment is presented in other non-current assets on the consolidated balance sheet with the value of the investment being adjusted in arrears on a quarterly basis based on its financial performance. In June 2023, a subsequent funding round was held, in which the Company waived its participation rights, that decreased our equity investment to an 8% equity interest. |
Research and Development | The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development cost totaled $876,542 and $1,464,918, respectively.The Company focuses on quality control and development of new products and the improvement of existing products. All costs related to research and development activities are expensed as incurred. |
Earnings (loss) per share | The Company presents both basic and diluted net income (loss) per share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The amount of anti-dilutive shares related to stock options and warrants as of December 31, 2022 and 2021, were 21,664,165 and 7,317,778, respectively. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) inclusive of all classes of common stock as the only difference between the classes of common stock are related to the voting rights (Note 6) for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) |
Revenue Recognition | The Company recognizes revenue under ASC Topic 606, Revenue from contract with Customers ("Topic 606"). The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. Revenue is recognized under Topic 606 , at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contracts with the Company’s customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. The Company’s subsidiaries are all located in North America, as well as the customer base in which the Company’s revenue is derived from. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries. QCA and Alt Labs QCA (Circuit boards and cables) and Alt Labs (Supplements) are contract manufacturers and recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. ElecJet ElecJet is a manufacturer of electric components, and a research and development company for battery technology and recognizes revenue when the products have been shipped to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Identified Technologies Identified Technologies provides 3D mapping drone software and data for industrial job sites and recognizes revenue when the service has been provided to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. Direct Tech Sales (“RCA”) RCA is engaged in the design, manufacture and wholesale distribution of electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. RCA recognizes revenue when the products have been shipped to the customer which is also when title transfers. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented. MSM, Excel and TDI For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract Retentions As of December 31, 2022 and 2021, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. The Company has recorded a receivable for retainage of approximately $2.0 million and $1.6 million as of December 31, 2022, and 2021, respectively. The following table presents our revenues disaggregated by type with the sales of goods recognized upon delivery and the sales of services recognized over the time of the contract as described above: Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 Revenue is recognized under Topic 606, at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: • executed contract with the Company's customers that it believes are legally enforceable; • identification of performance obligations in the respective contract; • determination of the transaction price for each performance obligation in the respective contract; • allocation of the transaction price to each performance obligation; and • recognition of revenue only when the Company satisfies each performance obligation. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 June 30, 2023 December 31, 2022 Raw materials $ 9,726,538 $ 9,116,824 Work in process 3,528,187 3,165,876 Finished goods 10,764,288 12,975,669 Inventory $ 24,019,013 $ 25,258,369 |
Schedule of Property and Equipment | Automobiles and trucks 5 to 7 years Machinery and equipment 10 years Office furniture and fixtures 5 years Buildings and improvements 39 years Property and equipment consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Automobiles and trucks $ 1,056,551 $ 1,251,187 Machinery and equipment 9,864,846 8,876,402 Office furniture and fixtures 186,464 167,581 Buildings and improvements 16,696,926 23,630,250 Total Property and equipment 27,804,787 33,925,420 Less: Accumulated depreciation (8,301,302) (5,823,949) Property and equipment, net $ 19,503,485 $ 28,101,471 |
Schedule of Finite-Lived Intangible Assets | Software 5 years Non-compete agreements 1-15 years Customer list 3-16 years Patents, trademarks, and licenses 3-17 years Proprietary technology 15 years |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following as of December 31, 2022 and 2021: Cost Weighted Average Amortization Period December 31, December 31, Software 2.0 years $ 128,474 $ 128,474 Non-compete agreement 6.3 years 1,426,276 1,378,772 Customer list 11.9 years 13,011,187 13,011,187 Patents, trademarks, and licenses 13.9 years 7,127,408 7,174,912 Proprietary technology 13.5 years 19,866,743 19,616,743 12.9 years 41,560,088 41,310,088 Accumulated amortization Software $ (77,084) $ (64,757) Non-compete agreement (478,510) (210,465) Customer list (1,711,327) (1,112,797) Patents, trademarks, and licenses (962,258) (8,444) Proprietary technology (2,048,300) (732,961) (5,277,479) (2,129,424) Intangibles assets, net $ 36,282,609 $ 39,180,664 |
Schedule of Expected Amortization Expense of Intangible Assets | Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows: Years Ending December 31, 2023 $ 3,152,048 2024 3,152,048 2025 2,919,686 2026 2,900,686 2027 2,762,686 Thereafter 21,395,455 Total $ 36,282,609 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following as of December 31, 2022 and 2021: December 31, December 31, Deposits $ 578,545 $ 149,517 Other 1,277,060 207,601 $ 1,855,605 $ 357,118 |
Disaggregation of Revenue | Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 The following tables presents our revenues disaggregated by type for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 12,886,116 $ — $ 8,660,465 $ — $ 21,546,581 Sale of services 3,660,886 — 2,413,363 — 401,196 6,475,445 Total revenues $ 3,660,886 $ 12,886,116 $ 2,413,363 $ 8,660,465 $ 401,196 $ 28,022,026 Three Months Ended June 30, 2022 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 7,530,475 $ — $ 9,255,658 $ — $ 16,786,133 Sale of services 5,669,259 — 2,472,207 — 343,527 8,484,993 Total revenues $ 5,669,259 $ 7,530,475 $ 2,472,207 $ 9,255,658 $ 343,527 $ 25,271,126 The following tables presents our revenues disaggregated by type for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 22,206,937 $ — $ 16,216,383 $ — $ 38,423,320 Sale of services 7,806,890 — 5,383,450 — 770,079 13,960,419 Total revenues $ 7,806,890 $ 22,206,937 $ 5,383,450 $ 16,216,383 $ 770,079 $ 52,383,739 Six Months Ended June 30, 2022 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 16,178,570 $ — $ 19,049,646 $ — $ 35,228,216 Sale of services 9,725,463 — 5,160,188 — 749,413 15,635,064 Total revenues $ 9,725,463 $ 16,178,570 $ 5,160,188 $ 19,049,646 $ 749,413 $ 50,863,280 |
Schedule of Computation of Basic and Diluted EPS | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) For the Three Months Ended June 30, 2023 For the Three Months Ended June 30, 2022 Net Loss Shares Per Share Amount Net Income Shares Per Share Amount Basic EPS Net income (loss) $ (4,551,866) 25,103,271 $ (0.18) $ 1,539,806 22,899,822 $ 0.07 Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Total $ (4,551,866) $ 25,103,271 $ (0.18) $ 1,539,806 $ 22,899,822 $ 0.07 For the Six Months Ended June 30, 2023 For the Six Months Ended June 30, 2022 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS Net loss $ (10,321,009) 25,076,452 $ (0.41) $ (2,459,754) 22,890,560 $ (0.11) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Total $ (10,321,009) 25,076,452 $ (0.41) $ (2,459,754) 22,890,560 $ (0.11) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 |
Schedule of Right of Use Assets and Lease Liabilities | The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The outstanding balances for the loans as of December 31, 2022 and 2021 were as follows: December 31, December 31, Lines of credit, current portion $ 7,426,814 $ 4,473,489 Equipment loans, current portion 68,410 61,640 Term notes, current portion 3,132,726 5,628,884 Total current 10,627,950 10,164,013 Line of credit, net of current portion 7,215,520 5,640,051 Long-term portion of equipment loans and term notes 4,266,350 8,426,105 Total notes payable $ 22,109,820 $ 24,230,169 The outstanding balances for the loans as of June 30, 2023, and December 31, 2022, were as follows: June 30, December 31, Lines of credit, current portion $ 8,699,609 $ 7,426,814 Equipment loans, current portion 76,072 68,410 Related party term notes, current portion 555,000 — Term notes, current portion 6,094,400 3,132,726 Total current 15,425,081 10,627,950 Lines of credit, net of current portion 4,058,411 7,215,520 Long-term portion of equipment loans and term notes 2,144,048 4,266,350 Total notes payable and lines of credit $ 21,627,540 $ 22,109,820 |
Future Scheduled Maturities of Outstanding Notes Payable to Third Parties | Future scheduled maturities of outstanding debt are as follows: Years Ending December 31, 2023 $ 10,627,950 2024 5,104,159 2025 155,254 2026 734,607 2027 5,422,850 Thereafter 65,000 Total $ 22,109,820 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 1,790,000 $ 0.19 7.09 $ 6,176,855 Granted — Forfeited — Exercised — Outstanding at December 31, 2021 1,790,000 $ 0.19 6.09 $ 3,098,055 Granted 2,084,620 $ 0.77 Forfeited (781,712) $ 0.32 Exercised — $ — Outstanding at December 31, 2022 3,092,908 $ 0.55 7.94 $ 463,494 Vested and expected to vest at December 31, 2022 3,092,909 $ 0.55 7.94 $ 463,494 Exercisable at December 31, 2022 1,084,500 $ 0.14 5.37 $ 463,494 The following summarizes the stock option activity for the six months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 386,751 $ 4.39 7.94 $ 463,495 Granted — — Forfeited (16,844) 6.16 Exercised — — Outstanding at June 30, 2023 369,907 $ 4.31 7.38 $ 193,492 Exercisable at June 30, 2023 159,001 $ 1.85 5.46 $ 193,492 |
Share-based Payment Arrangement, Option, Exercise Price Range | The following table summarizes information about options outstanding and exercisable as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.05 891,500 5.38 $ 0.05 891,500 $ 0.05 0.10 85,000 5.28 0.10 85,000 0.10 0.13 — 4.58 0.13 — 0.13 0.77 2,008,409 9.33 0.77 — 0.77 0.90 108,000 4.27 0.90 108,000 0.90 3,092,909 1,084,500 The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 7) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions: Stock price $0.62 - 7.03 Risk-free interest rate 0.01 - 1.02% Expected life of the options 1.5-5 years Expected volatility 157-347% Expected dividend yield 0 % The following table summarizes information about options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.40 111,438 5.01 $ 0.40 111,438 $ 0.40 0.80 10,625 4.78 0.80 10,625 0.80 6.16 234,340 8.84 6.16 23,434 6.16 7.20 13,504 3.77 7.20 13,504 7.20 369,907 159,001 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of the 2,084,620 options issued in connection with the Plan is $1,534,401, and was determined using the Black-Scholes option pricing model with the following assumptions: Stock price $ 0.77 Risk-free interest rate 2.90 % Expected life of the options 6.25 years Expected volatility 158 % Expected dividend yield 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following summarizes the warrant activity for the years ended December 31, 2022, and 2021: Warrants Weighted- Weighted- Aggregate Outstanding at December 31, 2020 275,000 $ 1.01 0.23 $ 723,250 Granted 5,527,778 3.32 Forfeited (275,000) 1.01 Exercised — — Outstanding at December 31, 2021 5,527,778 $ 3.32 4.62 $ — Granted 14,492,754 0.69 Forfeited — — Exercised (1,449,276) 0.69 Outstanding at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Vested and expected to vest at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Exercisable at December 31, 2022 18,571,256 $ 1.47 4.31 $ — The following summarizes the warrants activity for the six months ended June 30, 2023: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2022 2,321,411 $ 11.78 4.31 $ — Granted 203,579 3.51 5.00 Forfeited — — Exercised — — Outstanding at June 30, 2023 2,524,990 $ 11.12 3.87 $ — Exercisable at June 30, 2023 2,524,990 $ 11.12 3.87 $ — |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 6.60 416,667 2.13 $ 6.60 416,667 $ 6.60 2.52 396,825 1.94 2.52 396,825 2.52 3.10 4,285,715 3.9 3.10 4,285,715 3.1 3.08 428,571 3.9 3.08 428,571 3.08 0.69 13,043,478 4.6 0.69 13,043,478 0.69 18,571,256 18,571,256 The following table summarizes information about warrants outstanding and exercisable as of June 30, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 52.80 52,084 1.64 $ 52.80 52,084 $ 52.80 20.16 49,604 1.45 20.16 49,604 20.16 24.80 535,716 3.41 24.80 535,716 24.80 24.64 53,572 3.40 24.64 53,572 24.64 5.52 1,630,435 4.04 5.52 1,630,435 5.52 3.50 200,000 5.00 3.50 200,000 3.50 4.20 3,579 5.00 4.20 3,579 4.20 2,524,990 2,524,990 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed were as follows at the acquisition date: Purchase Allocation Cash $ 81,442 Property and equipment 56,011 Intellectual property 8,406,743 Non-compete agreement 100,819 Deferred tax liability (1,362,667) Accrued expenses and other current liabilities (564,039) SBA loan (PPP funds) (65,000) $ 6,653,309 The purchase price was paid as follows: Series D Preferred Stock (1,432,244 shares) $ 6,653,309 $ 6,653,309 Purchase Allocation Accounts receivable $ 1,408,682 Property and equipment 111,789 Customer list 3,840,000 Non-compete agreement 120,000 Goodwill 6,426,786 Other asset 91,000 Accounts payable (786,151) Accrued expenses and other current liabilities (53,857) Contract liabilities (3,637,122) Notes payable (64,733) $ 7,456,394 The purchase price was paid as follows: Class A Common Stock (281,223 shares) $ 1,102,394 Cash 6,354,000 $ 7,456,394 Purchase Allocation Accounts receivable $ 397,441 Inventory 2,621,653 Property and equipment 1,739,441 Customer list 1,250,000 Proprietary technology 3,670,000 Non-compete agreement 20,000 Goodwill 4,410,564 Other assets 390,502 Accounts payable (397,441) Accrued expenses and other current liabilities (411,830) Contract liabilities (1,754,290) Notes payable (33,363) $ 11,902,677 The purchase price was paid as follows: Class A Common Stock (361,847 shares) $ 1,432,677 Cash 10,470,000 $ 11,902,677 Purchase Allocation Accounts receivable $ 90,858 Other asset 27,469 Proprietary technology 1,650,000 Tradename 210,000 Goodwill 1,913,310 Non-compete agreement 90,000 Accrued expenses and other current liabilities (363,856) $ 3,617,781 The purchase price was paid as follows: Cash $ 35 Class A Common Stock (888,881 shares) 3,617,746 $ 3,617,781 Purchase Allocation Cash $ 27,466 Accounts receivable 30,000 Inventory 95,000 Proprietary technology 5,890,000 Non-compete agreement 200,000 Goodwill 6,496,343 Deferred tax liability (1,562,074) Accrued expenses and other current liabilities (113,742) $ 11,062,993 The purchase price was paid as follows: Cash $ 6,500,000 Class A Common Stock (1,803,279) 4,562,993 $ 11,062,993 Purchase Allocation Accounts receivable $ 3,409,230 Other current assets 1,259,556 Inventory 12,477,872 Property and equipment 761,370 Customer list 6,300,000 Trademark 620,000 Non-compete agreement 690,000 Goodwill 1,355,728 ROU asset 1,196,764 Accounts payable (951,302) Accrued expenses and other current liabilities (677,720) Customer deposits (153,201) Operating lease liability (1,226,128) Line of credit (4,710,768) $ 20,351,401 The purchase price was paid as follows: Cash $ 14,000,000 Class A Common Stock (1,587,301 shares) 3,682,538 Warrants (396,825 shares) 668,863 Seller notes 2,000,000 $ 20,351,401 |
Business And Asset Acquisition, Pro Forma Information | The following are the unaudited pro forma results of operations for the years ended December 31, 2022 and 2021, as if Excel, IA, Vayu, TDI, Alt Labs, Identified Technology, ElecJet, and RCA had been acquired on January 1, 2021. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Pro Forma Combined Financials (unaudited) Years Ended December 31, 2022 2021 Sales $ 104,563,002 $ 98,321,144 Cost of goods sold 82,848,600 75,523,745 Gross profit 21,714,402 22,797,399 Operating expenses 32,470,186 38,643,670 Loss from operations (10,755,784) (15,846,271) Net loss from continuing operations (12,875,313) (12,144,338) Loss per share (0.07) (0.06) |
Equity Investments (Tables)
Equity Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Securities Without Readily Determinable Fair Value | The membership interest was paid for as follows: Accounts receivable owed from Amplifei $ 1,000,000 Cash 350,000 Total $ 1,350,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The components of the Company's income tax provision are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Current expense (benefit) Federal $ — $ — State 139,020 — 139,020 — Deferred benefit Federal $ (650,283) $ (1,616,916) State (222,731) (326,825) (873,014) (1,943,741) Provision for income tax benefit $ (733,994) $ (1,943,741) A reconciliation of the provision for income taxes with the expected provision for income taxes computed by applying the federal statutory income tax rate of 21% to the net loss before provision for income taxes is as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Amount Percentage Amount Percentage Pre-tax book loss $ (13,609,307) $ (21,426,879) Federal income tax at statutory rate (2,857,954) 21.0 % (4,499,644) 21.0 % State income tax benefit (530,084) 3.9 % (163,677) 0.8 % Change in valuation allowance 2,760,687 (20.3) % 3,559,163 (16.6) % Permanent items 21,281 (0.2) % (839,583) 3.9 % Other (127,924) 1.4 % — — % Provision for income tax benefit $ (733,994) 5.4 % $ (1,943,741) 9.1 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's net deferred income taxes are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Deferred tax asset: Accrued expenses and other $ 696,419 $ 347,645 Lease Liability 8,176,101 — Loss carryforwards 14,295,781 13,124,197 Stock based compensation 211,499 90,293 Research and experimental expenditures 202,199 — Inventory 625,937 — Interest 634,445 615,260 Total deferred tax asset 24,842,381 14,177,395 Valuation allowance (13,492,773) (9,887,550) Net deferred tax assets 11,349,608 4,289,845 Deferred tax liabilities: Fixed assets (3,266,395) (365,922) Intangible assets and goodwill (4,865,970) (5,785,088) ROU asset (4,205,393) — Total deferred tax liabilities (12,337,758) (6,151,010) Net non-current deferred tax liability $ (988,150) $ (1,861,165) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company's gross unrecognized tax liabilities: December 31, 2022 December 31, 2021 Unrecognized tax liabilities, beginning of the year $ 1,169,028 $ — Increase related to current year tax positions 480,911 1,169,028 Unrecognized tax liabilities, end of year $ 1,649,939 $ 1,169,028 |
Industry Segments (Tables)
Industry Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Years Ended December 31, 2022 2021 Revenue A4 Construction Services - MSM $ 18,290,019 $ 16,191,284 A4 Construction Services - Excel 1,761,572 1,803,739 A4 Manufacturing - QCA 16,763,989 14,258,084 A4 Manufacturing - Alt Labs 12,889,992 11,674,220 A4 Defense - TDI 10,046,658 4,467,376 A4 Technologies - RCA 40,092,612 1,454,451 A4 Technologies - ElecJet 1,098,534 89,018 A4 Aerospace - Vayu 81,100 — All Other 3,538,526 1,702,641 $ 104,563,002 $ 51,640,813 Gross profit A4 Construction Services - MSM $ 1,374,517 $ (385,266) A4 Construction Services - Excel 3,681 (92,765) A4 Manufacturing - QCA 3,258,082 2,763,213 A4 Manufacturing - Alt Labs 2,343,368 3,749,878 A4 Defense - TDI 3,082,844 1,073,636 A4 Technologies - RCA 10,687,202 379,740 A4 Technologies - ElecJet (236,636) 76,818 A4 Aerospace - Vayu 13,087 — All Other 1,188,257 132,744 $ 21,714,402 $ 7,697,998 Income (loss) from operations A4 Construction Services - MSM $ (883,922) $ (4,247,240) A4 Construction Services - Excel (973,934) (1,969,535) A4 Manufacturing - QCA 702,875 1,426,141 A4 Manufacturing - Alt Labs 2,284,308 (3,027,203) A4 Defense - TDI 1,072,306 (282,882) A4 Technologies - RCA 2,525,619 (100,328) A4 Technologies - ElecJet (1,107,254) (62,163) A4 Aerospace - Vayu (3,336,279) (4,875,829) All Other (11,039,503) (8,983,320) $ (10,755,784) $ (22,122,359) Depreciation and amortization A4 Construction Services - MSM $ 684,563 $ 846,808 A4 Construction Services - Excel 267,966 291,556 A4 Manufacturing - QCA 417,172 377,868 A4 Manufacturing - Alt Labs 983,931 611,079 A4 Defense - TDI 288,950 191,740 A4 Technologies - RCA 979,206 49,299 A4 Technologies - ElecJet 414,333 33,833 A4 Aerospace - Vayu 1,025,412 1,093,995 All Other 1,113,005 658,181 $ 6,174,538 $ 4,154,359 Interest Expenses A4 Construction Services - MSM $ 421,287 $ 706,607 A4 Construction Services - Excel 245,855 291,263 A4 Manufacturing - QCA 262,551 230,044 A4 Manufacturing - Alt Labs 351,503 72,060 A4 Defense - TDI 11,975 825 A4 Technologies - RCA 159,878 15,347 A4 Technologies - ElecJet — — A4 Aerospace - Vayu 10,677 9 All Other 1,660,406 1,973,078 $ 3,124,132 $ 3,289,233 Net income (loss) A4 Construction Services - MSM $ (1,246,295) $ (1,481,382) A4 Construction Services - Excel (1,219,789) (1,899,512) A4 Manufacturing - QCA 367,760 1,774,139 A4 Manufacturing - Alt Labs 2,054,958 (2,643,752) A4 Defense - TDI 1,060,331 (270,289) A4 Technologies - RCA 2,365,741 (115,675) A4 Technologies - ElecJet (1,110,727) (62,163) A4 Aerospace - Vayu (3,346,956) (4,852,182) All Other (11,800,336) (9,932,322) $ (12,875,313) $ (19,483,138) As of As of Total Assets A4 Construction Services - MSM $ 11,309,049 $ 10,935,355 A4 Construction Services - Excel 3,359,818 3,050,206 A4 Manufacturing - QCA 20,988,492 11,869,711 A4 Manufacturing - Alt Labs 26,636,905 23,173,298 A4 Defense - TDI 13,497,381 11,982,580 A4 Technologies - RCA 27,191,977 28,174,091 A4 Technologies - ElecJet 12,897,440 12,904,267 A4 Aerospace - Vayu 14,632,530 14,702,838 All Other $ 15,118,622 $ 17,831,504 $ 145,632,214 $ 134,623,850 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - ElecJet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 5,188,521 $ 3,906,271 A4 Construction Services - Excel 288,243 286,972 A4 Manufacturing - QCA 3,867,141 2,339,597 A4 Manufacturing - Alt Labs 1,833,502 406,333 A4 Defense - TDI 1,905,314 1,371,184 A4 Technologies - RCA 3,232,559 2,961,201 A4 Technologies - ElecJet 12,888 37,744 A4 Aerospace - Vayu — — All Other 811,776 565,874 $ 17,139,944 $ 11,875,176 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue A4 Construction Services - MSM $ 3,550,392 $ 5,326,296 $ 7,363,532 $ 9,093,686 A4 Construction Services - Excel 110,494 342,963 443,358 631,777 A4 Manufacturing - QCA 5,319,687 4,241,382 9,511,330 8,560,242 A4 Manufacturing - Alt Labs 6,787,129 2,958,885 11,014,043 6,783,023 A4 Defense - TDI 2,413,363 2,472,207 5,383,450 5,160,188 A4 Technologies - RCA 8,538,620 8,910,276 15,992,043 18,147,535 A4 Technologies - Elecjet 121,845 345,382 224,340 902,111 A4 Aerospace - Vayu 4,171 — 4,171 25,000 All Other 1,176,325 673,735 2,447,472 1,559,718 $ 28,022,026 $ 25,271,126 $ 52,383,739 $ 50,863,280 Gross profit (loss) A4 Construction Services - MSM $ 549,807 $ 191,788 $ 781,695 $ 655,594 A4 Construction Services - Excel (373,950) (26,468) (523,958) (125,442) A4 Manufacturing - QCA 1,786,189 1,149,049 2,683,904 2,176,233 A4 Manufacturing - Alt Labs 1,778,676 857,997 2,727,428 1,759,476 A4 Defense - TDI 944,550 1,285,732 1,561,132 2,128,921 A4 Technologies - RCA 2,752,026 2,159,923 5,126,204 4,344,251 A4 Technologies - Elecjet (53,000) 249,297 (126,809) 187,268 A4 Aerospace - Vayu 4,116 — 1,706 25,000 All Other 398,676 293,225 772,244 646,699 $ 7,787,090 $ 6,160,543 $ 13,003,546 $ 11,798,000 Income (loss) from operations A4 Construction Services - MSM $ (150,608) $ (152,882) $ (555,021) $ (468,580) A4 Construction Services - Excel (578,989) (238,956) (1,011,070) (558,946) A4 Manufacturing - QCA 446,516 270,804 465,613 685,252 A4 Manufacturing - Alt Labs 181,351 5,190,788 (377,774) 4,203,305 A4 Defense - TDI 829,235 783,704 1,010,769 1,206,844 A4 Technologies - RCA 944,686 193,377 1,420,550 759,667 A4 Technologies - Elecjet (222,275) (268,554) (467,696) (572,900) A4 Aerospace - Vayu (1,380,016) (819,431) (2,200,983) (1,626,328) All Other (3,788,794) (2,587,090) (7,143,755) (5,012,709) $ (3,718,894) $ 2,371,760 $ (8,859,367) $ (1,384,395) Depreciation and amortization A4 Construction Services - MSM $ 178,665 $ 171,342 $ 352,963 $ 337,746 A4 Construction Services - Excel 67,524 132,917 135,049 132,917 A4 Manufacturing - QCA 113,673 108,304 230,552 208,783 A4 Manufacturing - Alt Labs 225,654 253,948 434,208 560,983 A4 Defense - TDI 72,433 72,090 144,866 144,180 A4 Technologies - RCA 244,805 170,053 489,609 340,099 A4 Technologies - Elecjet 105,668 103,633 211,334 205,133 A4 Aerospace - Vayu 259,679 259,225 518,590 533,894 All Other 317,255 277,280 595,968 554,721 $ 1,585,356 $ 1,548,792 $ 3,113,139 $ 3,018,456 Interest expense A4 Construction Services - MSM $ 98,163 $ 124,220 $ 211,873 $ 227,245 A4 Construction Services - Excel 60,196 61,643 120,766 123,628 A4 Manufacturing - QCA 171,005 87,601 334,650 123,890 A4 Manufacturing - Alt Labs 84,979 94,561 149,659 151,677 A4 Defense - TDI 16,598 — 33,945 — A4 Technologies - RCA 71,896 60,431 157,852 115,248 A4 Technologies - Elecjet — — — — A4 Aerospace - Vayu 5,414 — 11,372 — All Other 600,494 534,018 1,087,498 829,747 $ 1,108,745 $ 962,474 $ 2,107,615 $ 1,571,435 Net income (loss) A4 Construction Services - MSM $ (248,771) $ (276,934) $ (729,371) $ (639,301) A4 Construction Services - Excel (639,185) (300,599) (1,131,836) (682,574) A4 Manufacturing - QCA 275,944 161,763 131,757 535,630 A4 Manufacturing - Alt Labs 178,697 5,298,191 (480,059) 4,186,729 A4 Defense - TDI 837,719 783,704 1,001,906 1,206,844 A4 Technologies - RCA 872,790 132,946 1,262,698 644,419 A4 Technologies - Elecjet (222,275) (272,099) (467,696) (576,445) A4 Aerospace - Vayu (1,414,806) (819,431) (2,241,731) (1,626,328) All Other (4,191,979) (3,167,735) (7,666,677) (5,508,728) $ (4,551,866) $ 1,539,806 $ (10,321,009) $ (2,459,754) The Company’s reportable segments as of June 30, 2023, and December 31, 2022, were as follows: As of June 30, 2023 As of December 31, 2022 Total assets A4 Construction Services - MSM $ 10,675,363 $ 11,309,049 A4 Construction Services - Excel 3,334,543 3,359,818 A4 Manufacturing - QCA 20,550,261 20,988,492 A4 Manufacturing - Alt Labs 28,335,277 26,636,905 A4 Defense - TDI 13,663,378 13,497,381 A4 Technologies - RCA 24,753,925 27,191,977 A4 Technologies - Elecjet 12,787,943 12,897,440 A4 Aerospace - Vayu 12,890,586 14,632,530 All Other 15,619,649 15,118,622 $ 142,610,925 $ 145,632,214 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - Elecjet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 4,373,429 $ 5,188,521 A4 Construction Services - Excel 386,429 288,243 A4 Manufacturing - QCA 2,768,483 3,867,141 A4 Manufacturing - Alt Labs 2,458,636 1,833,502 A4 Defense - TDI 2,207,665 1,905,314 A4 Technologies - RCA 3,669,480 3,232,559 A4 Technologies - Elecjet 6,302 12,888 A4 Aerospace - Vayu — — All Other 758,324 811,776 $ 16,628,748 $ 17,139,944 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Annual Payments for Warranty Services | DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer through 2030. In exchange for these services DTI receives annual payments as follows: Years Ending December 31, 2023 $ 66,626 2024 59,964 Total $ 126,590 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies -10Q (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Inventory as of December 31, 2022 and 2021 consisted of: December 31, December 31, Raw materials $ 9,116,824 $ 8,253,104 Work in process 3,165,876 2,480,979 Finished goods 12,975,669 13,685,571 Inventory $ 25,258,369 $ 24,419,654 June 30, 2023 December 31, 2022 Raw materials $ 9,726,538 $ 9,116,824 Work in process 3,528,187 3,165,876 Finished goods 10,764,288 12,975,669 Inventory $ 24,019,013 $ 25,258,369 |
Schedule of Computation of Basic and Diluted EPS | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Net loss Shares Per Share Amount Net loss Shares Per Share Amount Basic EPS Loss available to stockholders $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Loss available to stockholders plus assumed conversions $ (12,875,313) 190,779,052 $ (0.07) $ (19,483,138) 164,216,808 $ (0.12) For the Three Months Ended June 30, 2023 For the Three Months Ended June 30, 2022 Net Loss Shares Per Share Amount Net Income Shares Per Share Amount Basic EPS Net income (loss) $ (4,551,866) 25,103,271 $ (0.18) $ 1,539,806 22,899,822 $ 0.07 Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Total $ (4,551,866) $ 25,103,271 $ (0.18) $ 1,539,806 $ 22,899,822 $ 0.07 For the Six Months Ended June 30, 2023 For the Six Months Ended June 30, 2022 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS Net loss $ (10,321,009) 25,076,452 $ (0.41) $ (2,459,754) 22,890,560 $ (0.11) Effect of Dilutive Securities Stock options and warrants — — — — — — Dilute EPS Total $ (10,321,009) 25,076,452 $ (0.41) $ (2,459,754) 22,890,560 $ (0.11) |
Disaggregation of Revenue | Year ended December 31, 2022 2021 Sale of goods Circuit boards and cables $ 18,780,769 $ 15,700,902 Supplements 12,889,992 11,674,220 Electronics 41,191,146 1,543,469 Total sale of goods 72,861,907 28,918,591 Sale of services Construction contracts 30,098,249 22,462,399 Drone 3D mapping 1,602,846 259,823 Total sale of services 31,701,095 22,722,222 Total revenues $ 104,563,002 $ 51,640,813 The following tables presents our revenues disaggregated by type for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 12,886,116 $ — $ 8,660,465 $ — $ 21,546,581 Sale of services 3,660,886 — 2,413,363 — 401,196 6,475,445 Total revenues $ 3,660,886 $ 12,886,116 $ 2,413,363 $ 8,660,465 $ 401,196 $ 28,022,026 Three Months Ended June 30, 2022 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 7,530,475 $ — $ 9,255,658 $ — $ 16,786,133 Sale of services 5,669,259 — 2,472,207 — 343,527 8,484,993 Total revenues $ 5,669,259 $ 7,530,475 $ 2,472,207 $ 9,255,658 $ 343,527 $ 25,271,126 The following tables presents our revenues disaggregated by type for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 22,206,937 $ — $ 16,216,383 $ — $ 38,423,320 Sale of services 7,806,890 — 5,383,450 — 770,079 13,960,419 Total revenues $ 7,806,890 $ 22,206,937 $ 5,383,450 $ 16,216,383 $ 770,079 $ 52,383,739 Six Months Ended June 30, 2022 Construction Services Manufacturing Defense Technologies Aerospace Total Sale of goods $ — $ 16,178,570 $ — $ 19,049,646 $ — $ 35,228,216 Sale of services 9,725,463 — 5,160,188 — 749,413 15,635,064 Total revenues $ 9,725,463 $ 16,178,570 $ 5,160,188 $ 19,049,646 $ 749,413 $ 50,863,280 |
Leases -10Q (Tables)
Leases -10Q (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2022, the future minimum finance and operating lease payments are as follows: Years Ending December 31, Finance Operating 2023 $ 1,925,840 $ 2,287,038 2024 1,952,462 2,443,909 2025 1,880,402 1,960,387 2026 1,867,799 1,805,158 2027 1,910,388 1,770,300 Thereafter 14,952,719 13,253,279 Total payments 24,489,610 23,520,071 Less: imputed interest (9,171,495) (6,938,692) Total obligation 15,318,115 16,581,379 Less: current portion (725,302) (1,318,885) Non-current capital leases obligations $ 14,592,813 $ 15,262,494 As of June 30, 2023, the future minimum finance and operating lease payments were as follows: Twelve Months Ending June 30, Finance Operating 2024 $ 1,938,360 $ 2,412,039 2025 1,944,246 2,304,494 2026 1,848,756 1,784,228 2027 1,890,900 1,823,449 2028 1,932,830 1,646,961 Thereafter 13,879,717 12,457,744 Total payments 23,434,809 22,428,915 Less: imputed interest (8,474,940) (6,462,880) Total obligation 14,959,869 15,966,035 Less: current portion (764,267) (1,518,842) Non-current financing leases obligations $ 14,195,602 $ 14,447,193 |
Schedule of Right of Use Assets and Lease Liabilities | The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet: Classification on Balance Sheet December 31, December 31, Assets Operating lease assets Operating lease right of use assets $ 16,407,566 $ 1,460,206 Total lease assets $ 16,407,566 $ 1,460,206 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,318,885 $ 428,596 Noncurrent liabilities Operating lease liability Long-term operating lease liability 15,262,494 1,066,562 Total lease liability $ 16,581,379 $ 1,495,158 The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2023, and December 31, 2022: June 30, December 31, Assets Operating lease assets Operating lease right of use assets $ 15,704,511 $ 16,407,566 Total lease assets $ 15,704,511 $ 16,407,566 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 1,518,842 $ 1,318,885 Noncurrent liabilities Operating lease liability Long-term operating lease liability 14,447,193 15,262,494 Total lease liability $ 15,966,035 $ 16,581,379 |
Debt -10Q (Tables)
Debt -10Q (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The outstanding balances for the loans as of December 31, 2022 and 2021 were as follows: December 31, December 31, Lines of credit, current portion $ 7,426,814 $ 4,473,489 Equipment loans, current portion 68,410 61,640 Term notes, current portion 3,132,726 5,628,884 Total current 10,627,950 10,164,013 Line of credit, net of current portion 7,215,520 5,640,051 Long-term portion of equipment loans and term notes 4,266,350 8,426,105 Total notes payable $ 22,109,820 $ 24,230,169 The outstanding balances for the loans as of June 30, 2023, and December 31, 2022, were as follows: June 30, December 31, Lines of credit, current portion $ 8,699,609 $ 7,426,814 Equipment loans, current portion 76,072 68,410 Related party term notes, current portion 555,000 — Term notes, current portion 6,094,400 3,132,726 Total current 15,425,081 10,627,950 Lines of credit, net of current portion 4,058,411 7,215,520 Long-term portion of equipment loans and term notes 2,144,048 4,266,350 Total notes payable and lines of credit $ 21,627,540 $ 22,109,820 |
Schedule of Maturities of Long-term Debt | Future scheduled maturities of outstanding debt are as follows: Twelve Months Ending June 30, 2024 $ 15,425,081 2025 1,743,815 2026 669,034 2027 123,428 2028 3,594,396 Thereafter 71,786 Total $ 21,627,540 |
Stockholders' Equity -10Q (Tabl
Stockholders' Equity -10Q (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 1,790,000 $ 0.19 7.09 $ 6,176,855 Granted — Forfeited — Exercised — Outstanding at December 31, 2021 1,790,000 $ 0.19 6.09 $ 3,098,055 Granted 2,084,620 $ 0.77 Forfeited (781,712) $ 0.32 Exercised — $ — Outstanding at December 31, 2022 3,092,908 $ 0.55 7.94 $ 463,494 Vested and expected to vest at December 31, 2022 3,092,909 $ 0.55 7.94 $ 463,494 Exercisable at December 31, 2022 1,084,500 $ 0.14 5.37 $ 463,494 The following summarizes the stock option activity for the six months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 386,751 $ 4.39 7.94 $ 463,495 Granted — — Forfeited (16,844) 6.16 Exercised — — Outstanding at June 30, 2023 369,907 $ 4.31 7.38 $ 193,492 Exercisable at June 30, 2023 159,001 $ 1.85 5.46 $ 193,492 |
Share-based Payment Arrangement, Option, Exercise Price Range | The following table summarizes information about options outstanding and exercisable as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.05 891,500 5.38 $ 0.05 891,500 $ 0.05 0.10 85,000 5.28 0.10 85,000 0.10 0.13 — 4.58 0.13 — 0.13 0.77 2,008,409 9.33 0.77 — 0.77 0.90 108,000 4.27 0.90 108,000 0.90 3,092,909 1,084,500 The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 7) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions: Stock price $0.62 - 7.03 Risk-free interest rate 0.01 - 1.02% Expected life of the options 1.5-5 years Expected volatility 157-347% Expected dividend yield 0 % The following table summarizes information about options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted $ 0.40 111,438 5.01 $ 0.40 111,438 $ 0.40 0.80 10,625 4.78 0.80 10,625 0.80 6.16 234,340 8.84 6.16 23,434 6.16 7.20 13,504 3.77 7.20 13,504 7.20 369,907 159,001 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following summarizes the warrant activity for the years ended December 31, 2022, and 2021: Warrants Weighted- Weighted- Aggregate Outstanding at December 31, 2020 275,000 $ 1.01 0.23 $ 723,250 Granted 5,527,778 3.32 Forfeited (275,000) 1.01 Exercised — — Outstanding at December 31, 2021 5,527,778 $ 3.32 4.62 $ — Granted 14,492,754 0.69 Forfeited — — Exercised (1,449,276) 0.69 Outstanding at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Vested and expected to vest at December 31, 2022 18,571,256 $ 1.47 4.31 $ — Exercisable at December 31, 2022 18,571,256 $ 1.47 4.31 $ — The following summarizes the warrants activity for the six months ended June 30, 2023: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2022 2,321,411 $ 11.78 4.31 $ — Granted 203,579 3.51 5.00 Forfeited — — Exercised — — Outstanding at June 30, 2023 2,524,990 $ 11.12 3.87 $ — Exercisable at June 30, 2023 2,524,990 $ 11.12 3.87 $ — |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 6.60 416,667 2.13 $ 6.60 416,667 $ 6.60 2.52 396,825 1.94 2.52 396,825 2.52 3.10 4,285,715 3.9 3.10 4,285,715 3.1 3.08 428,571 3.9 3.08 428,571 3.08 0.69 13,043,478 4.6 0.69 13,043,478 0.69 18,571,256 18,571,256 The following table summarizes information about warrants outstanding and exercisable as of June 30, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted $ 52.80 52,084 1.64 $ 52.80 52,084 $ 52.80 20.16 49,604 1.45 20.16 49,604 20.16 24.80 535,716 3.41 24.80 535,716 24.80 24.64 53,572 3.40 24.64 53,572 24.64 5.52 1,630,435 4.04 5.52 1,630,435 5.52 3.50 200,000 5.00 3.50 200,000 3.50 4.20 3,579 5.00 4.20 3,579 4.20 2,524,990 2,524,990 |
Fair Value Measurement Inputs and Valuation Techniques | The fair value of the warrants was determined using the following assumptions Stock price $ 1.89 Risk-free interest rate 4.50 % Expected life of the warrants 2.5 Expected volatility 1242% Expected dividend yield 0 % |
Segment Reporting -10Q (Tables)
Segment Reporting -10Q (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Years Ended December 31, 2022 2021 Revenue A4 Construction Services - MSM $ 18,290,019 $ 16,191,284 A4 Construction Services - Excel 1,761,572 1,803,739 A4 Manufacturing - QCA 16,763,989 14,258,084 A4 Manufacturing - Alt Labs 12,889,992 11,674,220 A4 Defense - TDI 10,046,658 4,467,376 A4 Technologies - RCA 40,092,612 1,454,451 A4 Technologies - ElecJet 1,098,534 89,018 A4 Aerospace - Vayu 81,100 — All Other 3,538,526 1,702,641 $ 104,563,002 $ 51,640,813 Gross profit A4 Construction Services - MSM $ 1,374,517 $ (385,266) A4 Construction Services - Excel 3,681 (92,765) A4 Manufacturing - QCA 3,258,082 2,763,213 A4 Manufacturing - Alt Labs 2,343,368 3,749,878 A4 Defense - TDI 3,082,844 1,073,636 A4 Technologies - RCA 10,687,202 379,740 A4 Technologies - ElecJet (236,636) 76,818 A4 Aerospace - Vayu 13,087 — All Other 1,188,257 132,744 $ 21,714,402 $ 7,697,998 Income (loss) from operations A4 Construction Services - MSM $ (883,922) $ (4,247,240) A4 Construction Services - Excel (973,934) (1,969,535) A4 Manufacturing - QCA 702,875 1,426,141 A4 Manufacturing - Alt Labs 2,284,308 (3,027,203) A4 Defense - TDI 1,072,306 (282,882) A4 Technologies - RCA 2,525,619 (100,328) A4 Technologies - ElecJet (1,107,254) (62,163) A4 Aerospace - Vayu (3,336,279) (4,875,829) All Other (11,039,503) (8,983,320) $ (10,755,784) $ (22,122,359) Depreciation and amortization A4 Construction Services - MSM $ 684,563 $ 846,808 A4 Construction Services - Excel 267,966 291,556 A4 Manufacturing - QCA 417,172 377,868 A4 Manufacturing - Alt Labs 983,931 611,079 A4 Defense - TDI 288,950 191,740 A4 Technologies - RCA 979,206 49,299 A4 Technologies - ElecJet 414,333 33,833 A4 Aerospace - Vayu 1,025,412 1,093,995 All Other 1,113,005 658,181 $ 6,174,538 $ 4,154,359 Interest Expenses A4 Construction Services - MSM $ 421,287 $ 706,607 A4 Construction Services - Excel 245,855 291,263 A4 Manufacturing - QCA 262,551 230,044 A4 Manufacturing - Alt Labs 351,503 72,060 A4 Defense - TDI 11,975 825 A4 Technologies - RCA 159,878 15,347 A4 Technologies - ElecJet — — A4 Aerospace - Vayu 10,677 9 All Other 1,660,406 1,973,078 $ 3,124,132 $ 3,289,233 Net income (loss) A4 Construction Services - MSM $ (1,246,295) $ (1,481,382) A4 Construction Services - Excel (1,219,789) (1,899,512) A4 Manufacturing - QCA 367,760 1,774,139 A4 Manufacturing - Alt Labs 2,054,958 (2,643,752) A4 Defense - TDI 1,060,331 (270,289) A4 Technologies - RCA 2,365,741 (115,675) A4 Technologies - ElecJet (1,110,727) (62,163) A4 Aerospace - Vayu (3,346,956) (4,852,182) All Other (11,800,336) (9,932,322) $ (12,875,313) $ (19,483,138) As of As of Total Assets A4 Construction Services - MSM $ 11,309,049 $ 10,935,355 A4 Construction Services - Excel 3,359,818 3,050,206 A4 Manufacturing - QCA 20,988,492 11,869,711 A4 Manufacturing - Alt Labs 26,636,905 23,173,298 A4 Defense - TDI 13,497,381 11,982,580 A4 Technologies - RCA 27,191,977 28,174,091 A4 Technologies - ElecJet 12,897,440 12,904,267 A4 Aerospace - Vayu 14,632,530 14,702,838 All Other $ 15,118,622 $ 17,831,504 $ 145,632,214 $ 134,623,850 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - ElecJet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 5,188,521 $ 3,906,271 A4 Construction Services - Excel 288,243 286,972 A4 Manufacturing - QCA 3,867,141 2,339,597 A4 Manufacturing - Alt Labs 1,833,502 406,333 A4 Defense - TDI 1,905,314 1,371,184 A4 Technologies - RCA 3,232,559 2,961,201 A4 Technologies - ElecJet 12,888 37,744 A4 Aerospace - Vayu — — All Other 811,776 565,874 $ 17,139,944 $ 11,875,176 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue A4 Construction Services - MSM $ 3,550,392 $ 5,326,296 $ 7,363,532 $ 9,093,686 A4 Construction Services - Excel 110,494 342,963 443,358 631,777 A4 Manufacturing - QCA 5,319,687 4,241,382 9,511,330 8,560,242 A4 Manufacturing - Alt Labs 6,787,129 2,958,885 11,014,043 6,783,023 A4 Defense - TDI 2,413,363 2,472,207 5,383,450 5,160,188 A4 Technologies - RCA 8,538,620 8,910,276 15,992,043 18,147,535 A4 Technologies - Elecjet 121,845 345,382 224,340 902,111 A4 Aerospace - Vayu 4,171 — 4,171 25,000 All Other 1,176,325 673,735 2,447,472 1,559,718 $ 28,022,026 $ 25,271,126 $ 52,383,739 $ 50,863,280 Gross profit (loss) A4 Construction Services - MSM $ 549,807 $ 191,788 $ 781,695 $ 655,594 A4 Construction Services - Excel (373,950) (26,468) (523,958) (125,442) A4 Manufacturing - QCA 1,786,189 1,149,049 2,683,904 2,176,233 A4 Manufacturing - Alt Labs 1,778,676 857,997 2,727,428 1,759,476 A4 Defense - TDI 944,550 1,285,732 1,561,132 2,128,921 A4 Technologies - RCA 2,752,026 2,159,923 5,126,204 4,344,251 A4 Technologies - Elecjet (53,000) 249,297 (126,809) 187,268 A4 Aerospace - Vayu 4,116 — 1,706 25,000 All Other 398,676 293,225 772,244 646,699 $ 7,787,090 $ 6,160,543 $ 13,003,546 $ 11,798,000 Income (loss) from operations A4 Construction Services - MSM $ (150,608) $ (152,882) $ (555,021) $ (468,580) A4 Construction Services - Excel (578,989) (238,956) (1,011,070) (558,946) A4 Manufacturing - QCA 446,516 270,804 465,613 685,252 A4 Manufacturing - Alt Labs 181,351 5,190,788 (377,774) 4,203,305 A4 Defense - TDI 829,235 783,704 1,010,769 1,206,844 A4 Technologies - RCA 944,686 193,377 1,420,550 759,667 A4 Technologies - Elecjet (222,275) (268,554) (467,696) (572,900) A4 Aerospace - Vayu (1,380,016) (819,431) (2,200,983) (1,626,328) All Other (3,788,794) (2,587,090) (7,143,755) (5,012,709) $ (3,718,894) $ 2,371,760 $ (8,859,367) $ (1,384,395) Depreciation and amortization A4 Construction Services - MSM $ 178,665 $ 171,342 $ 352,963 $ 337,746 A4 Construction Services - Excel 67,524 132,917 135,049 132,917 A4 Manufacturing - QCA 113,673 108,304 230,552 208,783 A4 Manufacturing - Alt Labs 225,654 253,948 434,208 560,983 A4 Defense - TDI 72,433 72,090 144,866 144,180 A4 Technologies - RCA 244,805 170,053 489,609 340,099 A4 Technologies - Elecjet 105,668 103,633 211,334 205,133 A4 Aerospace - Vayu 259,679 259,225 518,590 533,894 All Other 317,255 277,280 595,968 554,721 $ 1,585,356 $ 1,548,792 $ 3,113,139 $ 3,018,456 Interest expense A4 Construction Services - MSM $ 98,163 $ 124,220 $ 211,873 $ 227,245 A4 Construction Services - Excel 60,196 61,643 120,766 123,628 A4 Manufacturing - QCA 171,005 87,601 334,650 123,890 A4 Manufacturing - Alt Labs 84,979 94,561 149,659 151,677 A4 Defense - TDI 16,598 — 33,945 — A4 Technologies - RCA 71,896 60,431 157,852 115,248 A4 Technologies - Elecjet — — — — A4 Aerospace - Vayu 5,414 — 11,372 — All Other 600,494 534,018 1,087,498 829,747 $ 1,108,745 $ 962,474 $ 2,107,615 $ 1,571,435 Net income (loss) A4 Construction Services - MSM $ (248,771) $ (276,934) $ (729,371) $ (639,301) A4 Construction Services - Excel (639,185) (300,599) (1,131,836) (682,574) A4 Manufacturing - QCA 275,944 161,763 131,757 535,630 A4 Manufacturing - Alt Labs 178,697 5,298,191 (480,059) 4,186,729 A4 Defense - TDI 837,719 783,704 1,001,906 1,206,844 A4 Technologies - RCA 872,790 132,946 1,262,698 644,419 A4 Technologies - Elecjet (222,275) (272,099) (467,696) (576,445) A4 Aerospace - Vayu (1,414,806) (819,431) (2,241,731) (1,626,328) All Other (4,191,979) (3,167,735) (7,666,677) (5,508,728) $ (4,551,866) $ 1,539,806 $ (10,321,009) $ (2,459,754) The Company’s reportable segments as of June 30, 2023, and December 31, 2022, were as follows: As of June 30, 2023 As of December 31, 2022 Total assets A4 Construction Services - MSM $ 10,675,363 $ 11,309,049 A4 Construction Services - Excel 3,334,543 3,359,818 A4 Manufacturing - QCA 20,550,261 20,988,492 A4 Manufacturing - Alt Labs 28,335,277 26,636,905 A4 Defense - TDI 13,663,378 13,497,381 A4 Technologies - RCA 24,753,925 27,191,977 A4 Technologies - Elecjet 12,787,943 12,897,440 A4 Aerospace - Vayu 12,890,586 14,632,530 All Other 15,619,649 15,118,622 $ 142,610,925 $ 145,632,214 Goodwill A4 Construction Services - MSM $ 113,592 $ 113,592 A4 Construction Services - Excel — — A4 Manufacturing - QCA 1,963,761 1,963,761 A4 Manufacturing - Alt Labs 4,410,564 4,410,564 A4 Defense - TDI 6,426,786 6,426,786 A4 Technologies - RCA 1,355,728 1,355,728 A4 Technologies - Elecjet 6,496,343 6,496,343 A4 Aerospace - Vayu — — All Other 1,913,310 1,913,310 $ 22,680,084 $ 22,680,084 Accounts receivable, net A4 Construction Services - MSM $ 4,373,429 $ 5,188,521 A4 Construction Services - Excel 386,429 288,243 A4 Manufacturing - QCA 2,768,483 3,867,141 A4 Manufacturing - Alt Labs 2,458,636 1,833,502 A4 Defense - TDI 2,207,665 1,905,314 A4 Technologies - RCA 3,669,480 3,232,559 A4 Technologies - Elecjet 6,302 12,888 A4 Aerospace - Vayu — — All Other 758,324 811,776 $ 16,628,748 $ 17,139,944 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | [1] | Jun. 30, 2022 USD ($) | [1] | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) company | Dec. 31, 2021 USD ($) company | Nov. 29, 2021 shareholder | Oct. 20, 2021 | |||
Schedule of Investments [Line Items] | ||||||||||||||
Number of shareholders | shareholder | 3 | |||||||||||||
Number of companies owned | company | 14 | |||||||||||||
Net loss | $ 4,551,866 | [1] | $ 5,769,143 | $ (1,539,806) | $ 3,999,560 | [1] | $ 10,321,009 | $ 2,459,754 | $ 12,875,313 | $ 19,483,138 | ||||
Net cash flow used in operations | (2,477,701) | $ 7,237,442 | 19,578,196 | 25,423,742 | ||||||||||
Working capital | 1,600,000 | 1,600,000 | 15,600,000 | |||||||||||
Maximum borrowing capacity | 33,000,000 | |||||||||||||
Line of credit, current portion | 8,699,609 | 8,699,609 | 7,426,814 | $ 4,473,489 | ||||||||||
Number of operating companies acquired | company | 6 | |||||||||||||
Global Autonomous Corporation | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Ownership percentage | 71.43% | |||||||||||||
Two Lines Of Credit Maturing 2023 | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Business combination, contingent consideration, liability, current | 7,500,000 | |||||||||||||
Two Lines Of Credit Maturing 2023 | Line of Credit | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Line of credit, current portion | 8,000,000 | |||||||||||||
Identified Technologies Corporation | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Voting interest acquired (as a percent) | 100% | |||||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | 35,000,000 | 35,000,000 | ||||||||||||
Remaining borrowing capacity | 4,400,000 | 4,400,000 | 3,800,000 | |||||||||||
Revolving Credit Facility | Four Revolving Lines of Credit | Line of Credit | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | 35,000,000 | 35,000,000 | 33,000,000 | |||||||||||
Revolving Credit Facility | Capital Expenditure Line of Credit | Line of Credit | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Bank balances | 3,900,000 | 3,200,000 | 3,500,000 |
Uninsured cash | $ 2,500,000 | $ 2,000,000 | $ 2,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Major Customers (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Accounts receivable, net | $ 16,628,748 | $ 17,139,944 | $ 11,875,176 |
A4 Technologies - RCA | |||
Product Information [Line Items] | |||
Accounts receivable, net | $ 1,200,000 | ||
QCA | |||
Product Information [Line Items] | |||
Accounts receivable, net | 1,000,000 | ||
Alt Labs | |||
Product Information [Line Items] | |||
Accounts receivable, net | $ 0 | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12% | 14% | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One | A4 Technologies - RCA | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 14% | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11% | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Government Contracts | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 9% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Allowance for bad debt | $ 52,531 | $ 199,936 |
Write off of allowance for credit loss | $ 202,761 | $ 3,028,757 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Raw materials | $ 9,726,538 | $ 9,116,824 | $ 8,253,104 |
Work in process | 3,528,187 | 3,165,876 | 2,480,979 |
Finished goods | 10,764,288 | 12,975,669 | 13,685,571 |
Inventory | $ 24,019,013 | $ 25,258,369 | $ 24,419,654 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Property and Equipment, Estimated Useful Lives (Details) | Dec. 31, 2022 |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 5 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 39 years |
Automobiles and trucks | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 5 years |
Automobiles and trucks | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 7 years |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 10 years |
Office furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 5 years |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 39 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Components of Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total Property and equipment | $ 27,804,787 | $ 33,925,420 | ||
Less: Accumulated depreciation | (8,301,302) | (5,823,949) | ||
Property and equipment, net | 19,503,485 | 28,101,471 | ||
Depreciation | $ 1,498,572 | $ 1,564,357 | 3,026,483 | 2,396,966 |
Automobiles and trucks | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property and equipment | 1,056,551 | 1,251,187 | ||
Machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property and equipment | 9,864,846 | 8,876,402 | ||
Office furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property and equipment | 186,464 | 167,581 | ||
Buildings and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property and equipment | 16,696,926 | $ 23,630,250 | ||
Buildings and improvements | Deluxe | ||||
Property, Plant and Equipment [Line Items] | ||||
Finance lease, right-of-use assets | 9,000,000 | |||
Buildings and improvements | Excel | ||||
Property, Plant and Equipment [Line Items] | ||||
Finance lease, right-of-use assets | $ 2,000,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets, Estimated Useful Lives (Details) | Dec. 31, 2022 |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 17 years |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Non-compete agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 1 year |
Non-compete agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 15 years |
Customer list | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Customer list | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 16 years |
Patents, trademarks, and licenses | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Patents, trademarks, and licenses | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 17 years |
Proprietary technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 15 years |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 12 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 41,560,088 | $ 41,310,088 |
Finite-lived intangible assets, accumulated amortization | (5,277,479) | (2,129,424) |
Intangibles assets, net | $ 36,282,609 | 39,180,664 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | |
Finite-lived intangible assets, gross | $ 128,474 | 128,474 |
Finite-lived intangible assets, accumulated amortization | $ (77,084) | (64,757) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 6 years 3 months 18 days | |
Finite-lived intangible assets, gross | $ 1,426,276 | 1,378,772 |
Finite-lived intangible assets, accumulated amortization | $ (478,510) | (210,465) |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 11 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 13,011,187 | 13,011,187 |
Finite-lived intangible assets, accumulated amortization | $ (1,711,327) | (1,112,797) |
Patents, trademarks, and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 13 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 7,127,408 | 7,174,912 |
Finite-lived intangible assets, accumulated amortization | $ (962,258) | (8,444) |
Proprietary technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 13 years 6 months | |
Finite-lived intangible assets, gross | $ 19,866,743 | 19,616,743 |
Finite-lived intangible assets, accumulated amortization | $ (2,048,300) | $ (732,961) |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2023 | $ 3,152,048 | |||
2024 | 3,152,048 | |||
2025 | 2,919,686 | |||
2026 | 2,900,686 | |||
2027 | 2,762,686 | |||
Thereafter | 21,395,455 | |||
Intangibles assets, net | 36,282,609 | $ 39,180,664 | ||
Amortization | $ 1,614,567 | $ 1,454,099 | $ 3,148,055 | $ 1,757,393 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Schedule of Other Assets, Noncurrent (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Deposits | $ 578,545 | $ 149,517 | |
Other | 1,277,060 | 207,601 | |
Other non-current assets | $ 1,693,603 | $ 1,855,605 | $ 357,118 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Impairment of Long-lived Assets (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Customer list | Excel | |
Finite-Lived Intangible Assets [Line Items] | |
Impairment of long-lived asset | $ 359,890 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Excel | |
Goodwill [Line Items] | |
Impairment of goodwill | $ 7,629 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Equity Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Impairment loss on equity investment | $ 0 | $ 1,350,000 |
Total interest paid | $ 0 | $ 1,350,000 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Research and development | $ 1,612,530 | $ 394,835 | $ 1,726,436 | $ 586,765 | $ 876,542 | $ 1,464,918 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Receivable for retainage | $ 2,000,000 | $ 1,600,000 | ||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | $ 28,022,026 | $ 25,271,126 | $ 52,383,739 | $ 50,863,280 | 104,563,002 | 51,640,813 |
Product | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | 21,546,581 | 16,786,133 | 38,423,320 | 35,228,216 | 72,861,907 | 28,918,591 |
Product | Circuit boards and cables | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | 18,780,769 | 15,700,902 | ||||
Product | Supplements | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | 12,889,992 | 11,674,220 | ||||
Product | Electronics | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | 41,191,146 | 1,543,469 | ||||
Service | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | $ 6,475,445 | $ 8,484,993 | $ 13,960,419 | $ 15,635,064 | 31,701,095 | 22,722,222 |
Service | Construction contracts | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | 30,098,249 | 22,462,399 | ||||
Service | Drone 3D mapping | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues, net | $ 1,602,846 | $ 259,823 |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Accounting Policies [Abstract] | ||||||||||
Antidilutive securities (in shares) | 2,894,897 | 1,098,050 | 21,664,165 | 7,317,778 | ||||||
Basic EPS | ||||||||||
Loss available to stockholders | $ (4,551,866) | $ 1,539,806 | $ (10,321,009) | $ (2,459,754) | $ (12,875,313) | $ (19,483,138) | ||||
Loss available to stockholders (in shares) | 25,103,271 | [1] | 22,899,822 | [1] | 25,076,452 | [1] | 22,890,560 | [1] | 190,779,052 | 164,216,808 |
Loss available to stockholders (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | $ (0.07) | $ (0.12) | ||||
Dilute EPS | ||||||||||
Effect of dilutive securities stock options and warrants | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Effect of dilutive securities stock options and warrants (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Loss available to stockholders plus assumed conversions | $ (4,551,866) | $ 1,539,806 | $ (10,321,009) | $ (2,459,754) | $ (12,875,313) | $ (19,483,138) | ||||
Loss available to stockholders plus assumed conversions (in shares) | 25,103,271 | [1] | 22,899,822 | [1] | 25,076,452 | [1] | 22,890,560 | [1] | 190,779,052 | 164,216,808 |
Net income (loss) (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | $ (0.07) | $ (0.12) | ||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | |||
2024 | $ 1,938,360 | $ 1,925,840 | |
2025 | 1,944,246 | 1,952,462 | |
2026 | 1,848,756 | 1,880,402 | |
2027 | 1,890,900 | 1,867,799 | |
2028 | 1,932,830 | 1,910,388 | |
Thereafter | 13,879,717 | 14,952,719 | |
Total payments | 23,434,809 | 24,489,610 | |
Less: imputed interest | (8,474,940) | (9,171,495) | |
Total obligation | 14,959,869 | 15,318,115 | |
Less: current portion | (764,267) | (725,302) | $ (649,343) |
Financing lease obligations, net of current portion | 14,195,602 | 14,592,813 | 15,319,467 |
Operating Leases | |||
2024 | 2,412,039 | 2,287,038 | |
2025 | 2,304,494 | 2,443,909 | |
2026 | 1,784,228 | 1,960,387 | |
2027 | 1,823,449 | 1,805,158 | |
2028 | 1,646,961 | 1,770,300 | |
Thereafter | 12,457,744 | 13,253,279 | |
Total payments | 22,428,915 | 23,520,071 | |
Less: imputed interest | (6,462,880) | (6,938,692) | |
Total obligation | 15,966,035 | 16,581,379 | 1,495,158 |
Less: current portion | (1,518,842) | (1,318,885) | (428,596) |
Operating lease obligations, net of current portion | $ 14,447,193 | $ 15,262,494 | $ 1,066,562 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 09, 2022 USD ($) | Jun. 26, 2022 USD ($) ft² | Jun. 23, 2022 USD ($) | Jun. 13, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 27, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 03, 2021 USD ($) | |
Finance Leases | ||||||||||||
Finance lease, right-of-use asset, amortization | $ 625,908 | $ 625,908 | $ 1,251,817 | $ 1,244,059 | ||||||||
Finance lease, interest expense | $ 607,895 | 633,610 | $ 1,255,231 | 1,301,842 | ||||||||
Finance lease, weighted average remaining lease term | 11 years 6 months | 11 years 11 months 12 days | ||||||||||
Finance lease, weighted average discount rate | 8.01% | 8.01% | ||||||||||
Operating Leases | ||||||||||||
Right of use assets | $ 1,460,206 | $ 15,704,511 | $ 16,407,566 | 1,460,206 | ||||||||
Operating lease liability | $ 1,495,158 | 15,966,035 | 16,581,379 | 1,495,158 | ||||||||
Operating lease, cost | 1,292,535 | 253,121 | 1,006,683 | 386,056 | ||||||||
Operating lease, payments | $ 789,282 | 251,398 | $ 1,087,951 | 402,688 | ||||||||
Operating lease, weighted average remaining lease term | 11 years 6 months | 11 years 9 months 29 days | ||||||||||
Operating lease, weighted average discount rate (as a percent) | 6.01% | 6% | ||||||||||
Cost of Sales | ||||||||||||
Finance Leases | ||||||||||||
Finance lease, right-of-use asset, amortization | $ 89,006 | 0 | $ 151,398 | 422,259 | ||||||||
Operating Leases | ||||||||||||
Operating lease, cost | $ 372,352 | $ 0 | 329,938 | 0 | ||||||||
General and Administrative Expense | ||||||||||||
Operating Leases | ||||||||||||
Operating lease, cost | $ 676,745 | $ 386,056 | ||||||||||
RCA Office And Warehouse Space | ||||||||||||
Operating Leases | ||||||||||||
Operating lease term | 89 months | 89 months | ||||||||||
Right of use assets | $ 1,196,764 | $ 1,196,764 | ||||||||||
Operating lease liability | $ 1,226,128 | $ 1,226,128 | ||||||||||
Operating lease, discount rate (as a percent) | 4% | 4% | ||||||||||
Ft. Myers, Florida | ||||||||||||
Operating Leases | ||||||||||||
Operating lease term | 180 months | 72 months | ||||||||||
Monthly operating lease obligation | $ 58,333 | |||||||||||
Right of use assets | $ 1,179,091 | $ 8,725,000 | $ 3,689,634 | |||||||||
Operating lease liability | $ 1,179,091 | $ 8,725,000 | $ 3,689,634 | |||||||||
Operating lease, discount rate (as a percent) | 6.25% | 7% | 3.96% | |||||||||
Ann Arbor, Michigan | ||||||||||||
Operating Leases | ||||||||||||
Right of use assets | $ 543,595 | |||||||||||
Operating lease liability | $ 543,595 | |||||||||||
Operating lease, discount rate (as a percent) | 5.13% | |||||||||||
Number of additional area (sq.ft) | ft² | 12,800 | |||||||||||
San Jose, California | ||||||||||||
Operating Leases | ||||||||||||
Right of use assets | $ 5,506,357 | |||||||||||
Operating lease liability | $ 5,506,357 | |||||||||||
Operating lease, discount rate (as a percent) | 4% | |||||||||||
Minimum | RCA Office And Warehouse Space | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 31,350 | |||||||||||
Minimum | Ft. Myers, Florida | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 21,637 | $ 67,708 | $ 40,833 | |||||||||
Minimum | Ann Arbor, Michigan | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 16,000 | |||||||||||
Minimum | San Jose, California | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 49,156 | |||||||||||
Maximum | RCA Office And Warehouse Space | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 35,207 | |||||||||||
Maximum | Ft. Myers, Florida | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 23,682 | $ 89,306 | $ 49,583 | |||||||||
Maximum | Ann Arbor, Michigan | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 16,800 | |||||||||||
Maximum | San Jose, California | ||||||||||||
Operating Leases | ||||||||||||
Monthly operating lease obligation | $ 66,062 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Operating lease assets | $ 15,704,511 | $ 16,407,566 | $ 1,460,206 |
Liabilities | |||
Current operating lease liability | 1,518,842 | 1,318,885 | 428,596 |
Non-current operating lease liability | 14,447,193 | 15,262,494 | 1,066,562 |
Total obligation | $ 15,966,035 | $ 16,581,379 | $ 1,495,158 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 23, 2022 USD ($) | Aug. 27, 2021 USD ($) | Apr. 08, 2021 USD ($) shares | May 23, 2020 USD ($) | Feb. 22, 2018 USD ($) | Sep. 30, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 30, 2022 USD ($) lineOfCredit | Mar. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | May 31, 2020 USD ($) debtInstrument loan | Feb. 29, 2020 USD ($) | Nov. 30, 2019 USD ($) debtInstrument | Oct. 31, 2019 USD ($) | Jan. 31, 2019 USD ($) debtInstrument | Jun. 30, 2023 USD ($) lineOfCredit | Dec. 31, 2022 USD ($) installment | Dec. 31, 2021 USD ($) debtInstrument loan | May 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term debt | $ 21,627,540 | $ 22,109,820 | |||||||||||||||||||
Gain on extinguishment of debt | 0 | $ 803,079 | |||||||||||||||||||
Gain on forgiveness of debt | 0 | 3,896,108 | |||||||||||||||||||
Proceeds from sale of buildings | $ 13,200,000 | ||||||||||||||||||||
Gain (loss) on sale of properties | 5,822,450 | 5,938,150 | 0 | ||||||||||||||||||
Settlement of mortgage from gain on sale | $ 4,642,043 | ||||||||||||||||||||
Maximum borrowing capacity | 33,000,000 | ||||||||||||||||||||
Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 500,000 | 414,498 | |||||||||||||||||||
Periodic payments | $ 9,186 | ||||||||||||||||||||
Interest rate | 3.85% | ||||||||||||||||||||
Morris May 2022 Equipment Finance Note | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 61,000 | 53,595 | |||||||||||||||||||
Periodic payments | $ 1,314 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Morris January 2022 Equipment Finance Note | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 89,153 | 74,644 | |||||||||||||||||||
Periodic payments | $ 1,722 | ||||||||||||||||||||
Interest rate | 5.86% | ||||||||||||||||||||
Morris March 2022 Equipment Finance Note | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 93,433 | 79,653 | |||||||||||||||||||
Periodic payments | $ 1,804 | ||||||||||||||||||||
Interest rate | 5.86% | ||||||||||||||||||||
Notes Payable | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 2,300,000 | ||||||||||||||||||||
Interest rate (as a percent) | 4.25% | ||||||||||||||||||||
Debt instrument term | 48 months | ||||||||||||||||||||
Long-term debt | 2,062,318 | 2,062,318 | |||||||||||||||||||
Daily late charge | 575 | ||||||||||||||||||||
Gain on extinguishment of debt | 803,079 | ||||||||||||||||||||
Notes Payable | VWES Promissory Note | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 3,000,000 | ||||||||||||||||||||
Interest rate (as a percent) | 7% | ||||||||||||||||||||
Periodic payments | $ 150,000 | ||||||||||||||||||||
Debt instrument term | 3 years | ||||||||||||||||||||
Long-term debt | 2,857,500 | 2,857,500 | |||||||||||||||||||
Interest payable, current | $ 1,710,577 | 1,170,861 | |||||||||||||||||||
Default rate (as a percent) | 10% | ||||||||||||||||||||
Daily late charge | $ 575 | ||||||||||||||||||||
Notes Payable | Subordinated Secured Promissory Notes, $3,100,000 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 3,100,000 | ||||||||||||||||||||
Interest rate (as a percent) | 4.25% | ||||||||||||||||||||
Periodic payments | $ 31,755 | ||||||||||||||||||||
Debt instrument term | 3 years | ||||||||||||||||||||
Number of secured promissory notes | debtInstrument | 3 | ||||||||||||||||||||
Monthly payment term | 35 months | ||||||||||||||||||||
Notes Payable | Supplemental Subordinated Secured Promissory Notes | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 350,000 | ||||||||||||||||||||
Interest rate (as a percent) | 4.25% | 6% | |||||||||||||||||||
Periodic payments | $ 13,882 | $ 10,000 | |||||||||||||||||||
Debt instrument term | 1 year | ||||||||||||||||||||
Number of secured promissory notes | debtInstrument | 3 | 3 | |||||||||||||||||||
Number of monthly installments | installment | 8 | ||||||||||||||||||||
Notes Payable | Supplemental Subordinated Secured Promissory Notes, Note One | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 116,667 | 119,370 | |||||||||||||||||||
Debt instrument, accrued interest | 2,703 | ||||||||||||||||||||
Initial payment | $ 30,000 | ||||||||||||||||||||
Notes Payable | Supplemental Subordinated Secured Promissory Notes, Note Two | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | 116,667 | 119,370 | |||||||||||||||||||
Debt instrument, accrued interest | 2,703 | ||||||||||||||||||||
Initial payment | 30,000 | ||||||||||||||||||||
Notes Payable | Supplemental Subordinated Secured Promissory Notes, Note Three | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | 116,667 | 119,370 | |||||||||||||||||||
Debt instrument, accrued interest | 2,703 | ||||||||||||||||||||
Initial payment | $ 30,000 | ||||||||||||||||||||
Notes Payable | Subordinated Secured Promissory Notes | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of secured promissory notes | debtInstrument | 2 | ||||||||||||||||||||
Notes Payable | Subordinated Secured Promissory Note1 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 1,900,000 | ||||||||||||||||||||
Interest rate (as a percent) | 4.25% | ||||||||||||||||||||
Periodic payments | $ 19,463 | ||||||||||||||||||||
Debt instrument term | 3 years | ||||||||||||||||||||
Monthly payment term | 35 months | ||||||||||||||||||||
Debt amount converted | $ 1,883,418 | ||||||||||||||||||||
Repayments of debt | $ 887,000 | ||||||||||||||||||||
Shares issued in debt conversion (in shares) | shares | 1,617,067 | ||||||||||||||||||||
Notes Payable | Subordinated Secured Promissory Note2 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 496,343 | ||||||||||||||||||||
Interest rate (as a percent) | 8.75% | ||||||||||||||||||||
Notes Payable | Subordinated Secured Promissory Notes, $2,000,000 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||||||||||
Periodic payments | $ 19,590 | ||||||||||||||||||||
Number of secured promissory notes | debtInstrument | 2 | ||||||||||||||||||||
Amortization period | 10 years | ||||||||||||||||||||
Secured Debt | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 4,700,000 | $ 107,997 | |||||||||||||||||||
Interest rate (as a percent) | 3.95% | 9.40% | |||||||||||||||||||
Periodic payments | $ 24,722 | ||||||||||||||||||||
Debt instrument term | 10 years | 48 months | |||||||||||||||||||
Secured Debt | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 23,405 | $ 52,504 | |||||||||||||||||||
Unsecured Debt | Paycheck Protection Program Loans | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount | $ 3,896,108 | $ 1,799,725 | |||||||||||||||||||
Interest rate (as a percent) | 1% | ||||||||||||||||||||
Debt instrument term | 24 months | ||||||||||||||||||||
Number of secured promissory notes | loan | 7 | 4 | |||||||||||||||||||
SBA loan (PPP funds) | $ 65,000 | ||||||||||||||||||||
Number of loans forgiven | debtInstrument | 10 | ||||||||||||||||||||
Gain on forgiveness of debt | 0 | $ 3,896,108 | |||||||||||||||||||
Unsecured Debt | Paycheck Protection Program Loans | Impossible Aerospace | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayments of debt | 88,160 | ||||||||||||||||||||
Debt forgiven | 356,690 | ||||||||||||||||||||
Line of Credit | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | 1,840,000 | ||||||||||||||||||||
Line of credit facility, capacity available for drawn | 17,000 | ||||||||||||||||||||
Remaining borrowing capacity | 750,000 | ||||||||||||||||||||
Line of Credit | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | 2,490,000 | 1,730,000 | |||||||||||||||||||
Line of credit facility, capacity available for drawn | 7,000 | ||||||||||||||||||||
Line of Credit | QCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | 5,000,000 | 2,000,000 | |||||||||||||||||||
Line of credit facility, capacity available for drawn | 51,000 | ||||||||||||||||||||
Line of Credit | RCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | 5,540,000 | 5,640,000 | |||||||||||||||||||
Line of credit facility, capacity available for drawn | 3,800,000 | ||||||||||||||||||||
Remaining borrowing capacity | $ 10,000,000 | ||||||||||||||||||||
Line of Credit | WSJ Prime Rate | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||||||||||||||||
Line of Credit | WSJ Prime Rate | QCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||||||||||||||||
Line of Credit | Minimum | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of lines of credit | lineOfCredit | 2 | ||||||||||||||||||||
Line of Credit | Maximum | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of lines of credit | lineOfCredit | 3 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||||||||||||||
Number of lines of credit | lineOfCredit | 4 | ||||||||||||||||||||
Remaining borrowing capacity | $ 4,400,000 | $ 3,800,000 | |||||||||||||||||||
Line of Credit | Revolving Credit Facility | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||||||||||
Number of lines of credit | lineOfCredit | 3 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Morris | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Interest rate (as a percent) | 7.50% | ||||||||||||||||||||
Maximum borrowing capacity | $ 2,500,000 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | QCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 5,500,000 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Prime Rate | Alt Labs | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 10% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Prime Rate | QCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 10% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | SOFR | RCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Minimum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt instrument term | 1 year | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Minimum | Prime Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Maximum | Prime Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on variable rate (as a percent) | 4.25% | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Capital Expenditure Line of Credit | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 500,000 | $ 500,000 | |||||||||||||||||||
Number of lines of credit | lineOfCredit | 1 | ||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Capital Expenditure Line of Credit | QCA | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity | $ 500,000 |
Debt - Schedule of Notes Payabl
Debt - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total current | $ 15,425,081 | $ 10,627,950 | $ 10,164,013 |
Total | 21,627,540 | 22,109,820 | |
Long-term Debt, Excluding Convertible Debt | |||
Debt Instrument [Line Items] | |||
Total | 22,109,820 | 24,230,169 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total current | 8,699,609 | 7,426,814 | 4,473,489 |
Long-term debt | 4,058,411 | 7,215,520 | 5,640,051 |
Secured Debt and Notes Payable | |||
Debt Instrument [Line Items] | |||
Long-term debt | 2,144,048 | 4,266,350 | 8,426,105 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Total current | 76,072 | 68,410 | 61,640 |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Total current | $ 6,094,400 | 3,132,726 | 5,628,884 |
Total | $ 2,062,318 | $ 2,062,318 |
Debt - Future Scheduled Maturit
Debt - Future Scheduled Maturities of Outstanding Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
2023 | $ 1,743,815 | ||
2024 | 669,034 | ||
2025 | 123,428 | ||
2026 | 3,594,396 | ||
Total | $ 21,627,540 | $ 22,109,820 | |
Long-term Debt, Excluding Convertible Debt | |||
Debt Instrument [Line Items] | |||
2023 | 10,627,950 | ||
2024 | 5,104,159 | ||
2025 | 155,254 | ||
2026 | 734,607 | ||
2027 | 5,422,850 | ||
Thereafter | 65,000 | ||
Total | $ 22,109,820 | $ 24,230,169 |
Preferred Stock Subject to Re_2
Preferred Stock Subject to Redemption (Details) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 shares | Oct. 31, 2022 shares | Sep. 30, 2022 shares | Jan. 31, 2022 shares | Dec. 31, 2022 USD ($) vote debtInstrument day $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Issuance of shares for acquisition | $ | $ 15,067,211 | |||||||
Impossible Aerospace | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition assets | $ | $ 5,848,013 | |||||||
Vayu | ||||||||
Class of Stock [Line Items] | ||||||||
Acquisition assets | $ | $ 6,653,309 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 2,028,572 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 3.50 | |||||||
Dividends | $ | $ 0 | |||||||
Liquidation preference period prior to payment | 45 days | |||||||
Preferred stock, convertible, conversion price ( In dollars per share) | $ / shares | $ 3.50 | |||||||
Number of business days | debtInstrument | 3 | |||||||
Redemption price per share | $ / shares | $ 3.50 | |||||||
Stock converted (in shares) | 10,149 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 10,149 | ||||||
Series C Preferred Stock | Impossible Aerospace | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 1,714,286 | |||||||
Series C Preferred Stock | Vayu | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 1,432,224 | |||||||
Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock voting conversion basis | vote | 1 | |||||||
Period of trading days | 5 days | |||||||
Sale of shares, holders percentage | 25% | |||||||
Period of holder, automatic conversion | 90 days | |||||||
Class A Common Stock | Impossible Aerospace | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted (in shares) | 1,714,286 | 1,704,137 | ||||||
Accretion expense | $ | $ 0 | $ 69,661 | ||||||
Class A Common Stock | Vayu | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted (in shares) | 1,353,570 | |||||||
Accretion expense | $ | $ 0 | $ 615,170 | ||||||
Class C Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of shares, holders percentage | 25% | |||||||
Period of holder, automatic conversion | 120 days | |||||||
Stock converted (in shares) | 22,662 | 201,806 | 37,500 | |||||
Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 1,628,572 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 3.50 | |||||||
Dividends | $ | $ 0 | |||||||
Preferred stock voting conversion basis | vote | 1 | |||||||
Liquidation preference period prior to payment | 45 days | |||||||
Preferred stock, convertible, conversion price ( In dollars per share) | $ / shares | $ 3.50 | |||||||
Period of trading days | 5 days | |||||||
Number of business days | day | 3 | |||||||
Redemption price per share | $ / shares | $ 3.50 | |||||||
Stock converted (in shares) | 78,674 | |||||||
Series D Preferred Stock | Vayu | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding (in shares) | 78,674 | 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Aug. 11, 2022 USD ($) shares | Jul. 11, 2022 USD ($) shares | Apr. 29, 2022 USD ($) shares | Dec. 29, 2021 shares | Dec. 20, 2021 shares | Dec. 13, 2021 USD ($) shares | Nov. 29, 2021 USD ($) shares | Nov. 26, 2021 USD ($) shares | Nov. 15, 2021 shares | Nov. 09, 2021 shares | Oct. 20, 2021 USD ($) shares | May 17, 2021 shares | May 10, 2021 USD ($) shares | May 05, 2021 USD ($) shares | Apr. 30, 2021 shares | Mar. 17, 2021 USD ($) shares | Feb. 11, 2021 USD ($) $ / shares shares | Apr. 30, 2023 shares | Nov. 30, 2022 shares | Oct. 31, 2022 shares | Sep. 30, 2022 shares | Jul. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jan. 31, 2022 shares | Feb. 28, 2021 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote debtInstrument $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 12, 2023 shares | May 11, 2023 shares | Aug. 31, 2022 $ / shares | Jan. 30, 2022 shares | Dec. 31, 2020 USD ($) $ / shares shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 5,000,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, voting percentage | 200% | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for services | $ | [1] | $ 55,137 | ||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | $ | $ 76,492,993 | |||||||||||||||||||||||||||||||||||||||
Common stock, at a combined price per share and warrant (in dollar per share) | $ / shares | $ 0.69 | |||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock | $ | 185,850 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 15,067,211 | |||||||||||||||||||||||||||||||||||||||
Share-based compensation expense not yet recognized, options | $ | $ 800,000 | $ 800,000 | $ 1,053,547 | |||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 369,907 | 369,907 | 386,751 | 1,790,000 | 1,790,000 | |||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 4.31 | $ 4.39 | $ 0.19 | $ 0.19 | |||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 159,001 | 159,001 | 1,084,500 | |||||||||||||||||||||||||||||||||||||
Granted (in shares) | 0 | 2,084,620 | 0 | |||||||||||||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ | $ 9,175,000 | |||||||||||||||||||||||||||||||||||||||
Management | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 171,850 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | $ | $ 132,325 | $ 55,144 | ||||||||||||||||||||||||||||||||||||||
Purchase Agreement | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 8,333,333 | |||||||||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of received cash fee | 7% | |||||||||||||||||||||||||||||||||||||||
Warrant percentage of purchase shares to number shares sold | 5% | |||||||||||||||||||||||||||||||||||||||
Sale of stock exercise price ( in dollars per share) | $ / shares | $ 6.60 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ | $ 45,000,000 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement | Investor | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ | $ 22,189,152 | |||||||||||||||||||||||||||||||||||||||
ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Vesting period (in years) | 3 years | |||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 299,555 | $ 0 | ||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 3 | 3 | 5 | 5 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 100 | 100 | 100 | 100 | ||||||||||||||||||||||||||||||||||||
Preferred stock, voting percentage | 200% | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 3 | 3 | 5 | 5 | ||||||||||||||||||||||||||||||||||||
Series B Preferred Stock | Officer | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 5 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 5 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, conversion basis | one | |||||||||||||||||||||||||||||||||||||||
Number of vote per share | vote | 1 | |||||||||||||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 1,300,001 | 22,662 | 201,806 | 37,500 | 72,152 | |||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 295,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 295,000,000 | 195,000,000 | |||||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 39,386 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for services | $ | $ 99,252 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 100,000 | |||||||||||||||||||||||||||||||||||||||
Conversion of class C to class A (in shares) | 1,617,067 | |||||||||||||||||||||||||||||||||||||||
Conversion of class B to class A (in shares) | 125,000 | 350,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of series D to class A (in shares) | 2,409,248 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,384,018 | |||||||||||||||||||||||||||||||||||||||
Stock issued for debt conversion, amount | $ | $ 1,886,898 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Private Placement | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 14,492,754 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | ATM Offering | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 60,600 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | $ | $ 42,318 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Management | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 76,119 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Investor | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 1,524,064 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | $ | $ 9,300,000 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Purchase Agreement | Investor | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 8,571,430 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | TDI | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 281,223 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 1,102,394 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 281,223 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Alt Labs | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 361,787 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 1,432,677 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 361,847 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Identified Technology | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 888,881 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 3,617,746 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 888,881 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 2,488,599 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 983,636 | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock | DTI Services | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 99,018 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 1,587,301 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 3,682,539 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 1,587,301 | |||||||||||||||||||||||||||||||||||||||
Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of vote per share | vote | 10 | |||||||||||||||||||||||||||||||||||||||
Stock converted (in shares) | 1,300,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||
Conversion of class B to class A (in shares) | 125,000 | 350,000 | ||||||||||||||||||||||||||||||||||||||
Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of vote per share | vote | 5 | |||||||||||||||||||||||||||||||||||||||
Percentage of holders shares | 25% | |||||||||||||||||||||||||||||||||||||||
Stock converted (in shares) | 22,662 | 201,806 | 37,500 | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock (in shares) | 45,000 | |||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock | $ | $ 185,850 | |||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 3.50 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 2,028,572 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 10,149 | ||||||||||||||||||||||||||||||||||||||
Stock converted (in shares) | 10,149 | |||||||||||||||||||||||||||||||||||||||
Conversion of series D to class A (in shares) | 1,353,570 | |||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 3.50 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 1,628,572 | |||||||||||||||||||||||||||||||||||||||
Stock converted (in shares) | 78,674 | |||||||||||||||||||||||||||||||||||||||
Conversion of series D to class A (in shares) | 1,704,137 | |||||||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of classes | debtInstrument | 3 | |||||||||||||||||||||||||||||||||||||||
Common Stock | Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | [1] | 9,515 | ||||||||||||||||||||||||||||||||||||||
Issuance of shares for services | $ | [1] | $ 1 | ||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash (in shares) | 18,428,827 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of common stock for cash | $ | $ 1,844 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 4,922,471 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 492 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 1,477,400 | [1] | 1,428 | [1] | 7,384,018 | |||||||||||||||||||||||||||||||||||
Common Stock | Class A Common Stock | ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares of series C preferred stock for acquisition (in shares) | 1,803,279 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 4,562,996 | |||||||||||||||||||||||||||||||||||||||
Common Stock | Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock (in shares) | 45,000 | |||||||||||||||||||||||||||||||||||||||
Repurchase of class C common stock | $ | $ 5 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | (1,428) | ||||||||||||||||||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, warrants exercised (in shares) | 1,449,276 | |||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 2,524,990 | 2,524,990 | 2,321,411 | 5,527,778 | 275,000 | |||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 11.12 | $ 11.12 | $ 11.78 | $ 3.32 | $ 1.01 | |||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 2,524,990 | 2,524,990 | 18,571,256 | |||||||||||||||||||||||||||||||||||||
Granted (in shares) | 203,579 | 14,492,754 | 5,527,778 | |||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | $ 2,498,637 | $ 902,414 | $ 668,863 | |||||||||||||||||||||||||||||||||||||
Warrant | Exercise price $6.60 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 52,084 | 52,084 | 416,667 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 52.80 | $ 52.80 | $ 6.60 | |||||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 52,084 | 52,084 | 416,667 | |||||||||||||||||||||||||||||||||||||
Warrant | Exercise price $3.08 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 53,572 | 53,572 | 428,571 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 24.64 | $ 24.64 | $ 3.08 | |||||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 53,572 | 53,572 | 428,571 | |||||||||||||||||||||||||||||||||||||
Warrant | Exercise price $2.25 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 49,604 | 49,604 | 396,825 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 20.16 | $ 20.16 | $ 2.52 | |||||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 49,604 | 49,604 | 396,825 | |||||||||||||||||||||||||||||||||||||
Warrant | Exercise price $0.69 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 1,630,435 | 1,630,435 | 13,043,478 | |||||||||||||||||||||||||||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 5.52 | $ 5.52 | $ 0.69 | |||||||||||||||||||||||||||||||||||||
Exercisable (in shares) | 1,630,435 | 1,630,435 | 13,043,478 | |||||||||||||||||||||||||||||||||||||
Warrant | Private Placement | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 14,492,754 | |||||||||||||||||||||||||||||||||||||||
Common stock, at a combined price per share and warrant (in dollar per share) | $ / shares | $ 0.69 | |||||||||||||||||||||||||||||||||||||||
Warrant term (in years) | 5 years | |||||||||||||||||||||||||||||||||||||||
Warrant | Purchase Agreement | Investor | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,285,715 | |||||||||||||||||||||||||||||||||||||||
Warrant | DTI Services | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | $ 7,083,038 | |||||||||||||||||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 473,159 | $ 36,538 | ||||||||||||||||||||||||||||||||||||||
Stock options | Two Thousand Twenty One Employee Equity Incentive Plan | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, employee stock ownership plan (in shares) | 2,084,620 | |||||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.77 | |||||||||||||||||||||||||||||||||||||||
Number of options outstanding (in shares) | 2,084,620 | |||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement by Share Based Payment Arrangement, Options, Granted, Fair Value | $ | $ 1,534,401 | |||||||||||||||||||||||||||||||||||||||
Time-Based Award | ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 829,536 | |||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 327,878 | |||||||||||||||||||||||||||||||||||||||
Performance Based Award | ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued (in shares) | 655,758 | |||||||||||||||||||||||||||||||||||||||
Management Based Award | ElecJet | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issuance of shares for acquisition | $ | $ 1,659,063 | |||||||||||||||||||||||||||||||||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||||
Options outstanding, beginning balance (in shares) | 386,751 | 1,790,000 | 1,790,000 | |
Granted (in shares) | 0 | 2,084,620 | 0 | |
Forfeited (in shares) | (16,844) | (781,712) | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Options outstanding, ending balance (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 |
Vested and expected to vest (in shares) | 3,092,909 | |||
Exercisable (in shares) | 159,001 | 1,084,500 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 4.39 | $ 0.19 | $ 0.19 | |
Weighted average grants (in dollars per share) | 0 | 0.77 | 3.32 | |
Weighted average forfeitures (in dollars per share) | 6.16 | 0.32 | ||
Weighted average ending balance (in dollars per share) | 4.31 | 4.39 | $ 0.19 | $ 0.19 |
Weighted average vested and expected to vest (in dollars per share) | 0.55 | |||
Exercisable (in dollars per share) | $ 1.85 | $ 0.14 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days |
Weighted average remaining contractual term, options, vested and expected to vest | 7 years 11 months 8 days | |||
Weighted average remaining contractual term, options, exercisable | 5 years 5 months 15 days | 5 years 4 months 13 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 193,492 | $ 463,495 | $ 3,098,055 | $ 6,176,855 |
Options, vested and expected to vest, outstanding, aggregate intrinsic value | 463,494 | |||
Options, exercisable, intrinsic value | $ 193,492 | $ 463,494 |
Stockholders' Equity - Options
Stockholders' Equity - Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Number of shares (in shares) | 369,907 | 3,092,909 |
Options Exercisable | ||
Number of shares (in shares) | 159,001 | 1,084,500 |
Exercise Price $0.05 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.40 | $ 0.05 |
Exercise Price | $ 0.40 | $ 0.05 |
Options Outstanding | ||
Number of shares (in shares) | 111,438 | 891,500 |
Weighted Average Remaining Life (Years) | 5 years 3 days | 5 years 4 months 17 days |
Weighted average exercise price (in dollars per share) | $ 0.40 | $ 0.05 |
Options Exercisable | ||
Number of shares (in shares) | 111,438 | 891,500 |
Weighted average exercise price (in dollars per share) | $ 0.40 | $ 0.05 |
Exercise Price $0.10 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 0.80 | 0.10 |
Exercise Price | $ 0.80 | $ 0.10 |
Options Outstanding | ||
Number of shares (in shares) | 10,625 | 85,000 |
Weighted Average Remaining Life (Years) | 4 years 9 months 10 days | 5 years 3 months 10 days |
Weighted average exercise price (in dollars per share) | $ 0.80 | $ 0.10 |
Options Exercisable | ||
Number of shares (in shares) | 10,625 | 85,000 |
Weighted average exercise price (in dollars per share) | $ 0.80 | $ 0.10 |
Exercise Price $0.13 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 6.16 | 0.13 |
Exercise Price | $ 6.16 | $ 0.13 |
Options Outstanding | ||
Number of shares (in shares) | 234,340 | 0 |
Weighted Average Remaining Life (Years) | 8 years 10 months 2 days | 4 years 6 months 29 days |
Weighted average exercise price (in dollars per share) | $ 6.16 | $ 0.13 |
Options Exercisable | ||
Number of shares (in shares) | 23,434 | 0 |
Weighted average exercise price (in dollars per share) | $ 6.16 | $ 0.13 |
Exercise Price $0.26 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 7.20 | 0.77 |
Exercise Price | $ 7.20 | $ 0.77 |
Options Outstanding | ||
Number of shares (in shares) | 13,504 | 2,008,409 |
Weighted Average Remaining Life (Years) | 3 years 9 months 7 days | 9 years 3 months 29 days |
Weighted average exercise price (in dollars per share) | $ 7.20 | $ 0.77 |
Options Exercisable | ||
Number of shares (in shares) | 13,504 | 0 |
Weighted average exercise price (in dollars per share) | $ 7.20 | $ 0.77 |
Exercise Price $0.90 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 0.90 | |
Exercise Price | $ 0.90 | |
Options Outstanding | ||
Number of shares (in shares) | 108,000 | |
Weighted Average Remaining Life (Years) | 4 years 3 months 7 days | |
Weighted average exercise price (in dollars per share) | $ 0.90 | |
Options Exercisable | ||
Number of shares (in shares) | 108,000 | |
Weighted average exercise price (in dollars per share) | $ 0.90 |
Stockholders' Equity - Valuatio
Stockholders' Equity - Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price (in dollars per share) | $ 0.77 |
Risk-free interest rate (as a percent) | 2.90% |
Expected life of the options | 6 years 3 months |
Expected volatility (as a percent) | 158% |
Expected dividend yield (as a percent) | 0% |
Warrant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum (as a percent) | 0.01% |
Risk-free interest rate, maximum (as a percent) | 1.02% |
Expected dividend yield (as a percent) | 0% |
Warrant | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price (in dollars per share) | $ 0.62 |
Expected life of the options | 1 year 6 months |
Expected volatility (as a percent) | 157% |
Warrant | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price (in dollars per share) | $ 7.03 |
Expected life of the options | 5 years |
Expected volatility (as a percent) | 347% |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Options outstanding, beginning balance (in shares) | 386,751 | 1,790,000 | 1,790,000 | |
Granted (in shares) | 0 | 2,084,620 | 0 | |
Forfeited (in shares) | (16,844) | (781,712) | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Options outstanding, ending balance (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 |
Vested and expected to vest (in shares) | 3,092,909 | |||
Exercisable (in shares) | 159,001 | 1,084,500 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 4.39 | $ 0.19 | $ 0.19 | |
Weighted average grants (in dollars per share) | 0 | 0.77 | 3.32 | |
Weighted average forfeitures (in dollars per share) | 6.16 | 0.32 | ||
Exercised (in dollars per share) | 0 | |||
Weighted average ending balance (in dollars per share) | 4.31 | 4.39 | $ 0.19 | $ 0.19 |
Weighted average vested and expected to vest (in dollars per share) | 0.55 | |||
Exercisable (in dollars per share) | $ 1.85 | $ 0.14 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days |
Weighted average remaining contractual term, options, vested and expected to vest | 7 years 11 months 8 days | |||
Weighted average remaining contractual term, options, exercisable | 5 years 5 months 15 days | 5 years 4 months 13 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 193,492 | $ 463,495 | $ 3,098,055 | $ 6,176,855 |
Options, vested and expected to vest, outstanding, aggregate intrinsic value | 463,494 | |||
Options, exercisable, intrinsic value | $ 193,492 | $ 463,494 | ||
Previously Reported | ||||
Warrants | ||||
Options outstanding, beginning balance (in shares) | 3,092,908 | |||
Options outstanding, ending balance (in shares) | 3,092,908 | |||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 0.55 | |||
Weighted average ending balance (in dollars per share) | $ 0.55 | |||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 7 years 11 months 8 days | |||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 463,494 | |||
Warrant | ||||
Warrants | ||||
Options outstanding, beginning balance (in shares) | 2,321,411 | 5,527,778 | 275,000 | |
Granted (in shares) | 203,579 | 14,492,754 | 5,527,778 | |
Forfeited (in shares) | 0 | 0 | (275,000) | |
Exercised (in shares) | 0 | (1,449,276) | 0 | |
Options outstanding, ending balance (in shares) | 2,524,990 | 2,321,411 | 5,527,778 | 275,000 |
Vested and expected to vest (in shares) | 18,571,256 | |||
Exercisable (in shares) | 2,524,990 | 18,571,256 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 11.78 | $ 3.32 | $ 1.01 | |
Weighted average grants (in dollars per share) | 3.51 | 0.69 | ||
Weighted average forfeitures (in dollars per share) | 0 | 0 | 1.01 | |
Exercised (in dollars per share) | 0 | 0.69 | 0 | |
Weighted average ending balance (in dollars per share) | 11.12 | 11.78 | $ 3.32 | $ 1.01 |
Weighted average vested and expected to vest (in dollars per share) | 1.47 | |||
Exercisable (in dollars per share) | $ 11.12 | $ 1.47 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 3 years 10 months 13 days | 4 years 3 months 21 days | 4 years 7 months 13 days | 2 months 23 days |
Weighted average remaining contractual term, options, vested and expected to vest | 4 years 3 months 21 days | |||
Weighted average remaining contractual term, options, exercisable | 3 years 10 months 13 days | 4 years 3 months 21 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 0 | $ 0 | $ 0 | $ 723,250 |
Options, vested and expected to vest, outstanding, aggregate intrinsic value | 0 | |||
Options, exercisable, intrinsic value | $ 0 | $ 0 | ||
Warrant | Previously Reported | ||||
Warrants | ||||
Options outstanding, beginning balance (in shares) | 18,571,256 | |||
Options outstanding, ending balance (in shares) | 18,571,256 | |||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 1.47 | |||
Weighted average ending balance (in dollars per share) | $ 1.47 | |||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 4 years 3 months 21 days | |||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 0 |
Stockholders' Equity - Warran_2
Stockholders' Equity - Warrants Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 |
Weighted average remaining contractual term options, outstanding | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days |
Weighted average exercise price (in dollars per share) | $ 4.31 | $ 4.39 | $ 0.19 | $ 0.19 |
Exercisable (in shares) | 159,001 | 1,084,500 | ||
Exercisable (in dollars per share) | $ 1.85 | $ 0.14 | ||
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 2,524,990 | 2,321,411 | 5,527,778 | 275,000 |
Weighted average remaining contractual term options, outstanding | 3 years 10 months 13 days | 4 years 3 months 21 days | 4 years 7 months 13 days | 2 months 23 days |
Weighted average exercise price (in dollars per share) | $ 11.12 | $ 11.78 | $ 3.32 | $ 1.01 |
Exercisable (in shares) | 2,524,990 | 18,571,256 | ||
Exercisable (in dollars per share) | $ 11.12 | $ 1.47 | ||
Warrant | Exercise price $6.60 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 52.80 | $ 6.60 | ||
Number of options outstanding (in shares) | 52,084 | 416,667 | ||
Weighted average remaining contractual term options, outstanding | 1 year 7 months 20 days | 2 years 1 month 17 days | ||
Weighted average exercise price (in dollars per share) | $ 52.80 | $ 6.60 | ||
Exercisable (in shares) | 52,084 | 416,667 | ||
Exercisable (in dollars per share) | $ 52.80 | $ 6.60 | ||
Warrant | Exercise price $2.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 20.16 | $ 2.52 | ||
Number of options outstanding (in shares) | 49,604 | 396,825 | ||
Weighted average remaining contractual term options, outstanding | 1 year 5 months 12 days | 1 year 11 months 8 days | ||
Weighted average exercise price (in dollars per share) | $ 20.16 | $ 2.52 | ||
Exercisable (in shares) | 49,604 | 396,825 | ||
Exercisable (in dollars per share) | $ 20.16 | $ 2.52 | ||
Warrant | Exercise price $3.10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 24.80 | $ 3.10 | ||
Number of options outstanding (in shares) | 535,716 | 4,285,715 | ||
Weighted average remaining contractual term options, outstanding | 3 years 4 months 28 days | 3 years 10 months 24 days | ||
Weighted average exercise price (in dollars per share) | $ 24.80 | $ 3.10 | ||
Exercisable (in shares) | 535,716 | 4,285,715 | ||
Exercisable (in dollars per share) | $ 24.80 | $ 3.1 | ||
Warrant | Exercise price $3.08 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 24.64 | $ 3.08 | ||
Number of options outstanding (in shares) | 53,572 | 428,571 | ||
Weighted average remaining contractual term options, outstanding | 3 years 4 months 24 days | 3 years 10 months 24 days | ||
Weighted average exercise price (in dollars per share) | $ 24.64 | $ 3.08 | ||
Exercisable (in shares) | 53,572 | 428,571 | ||
Exercisable (in dollars per share) | $ 24.64 | $ 3.08 | ||
Warrant | Exercise price $0.69 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 5.52 | $ 0.69 | ||
Number of options outstanding (in shares) | 1,630,435 | 13,043,478 | ||
Weighted average remaining contractual term options, outstanding | 4 years 14 days | 4 years 7 months 6 days | ||
Weighted average exercise price (in dollars per share) | $ 5.52 | $ 0.69 | ||
Exercisable (in shares) | 1,630,435 | 13,043,478 | ||
Exercisable (in dollars per share) | $ 5.52 | $ 0.69 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | Dec. 31, 2021 USD ($) |
Minimum | |
Business Acquisition [Line Items] | |
Transaction costs | $ 0 |
Maximum | |
Business Acquisition [Line Items] | |
Transaction costs | $ 40,000 |
Business Combinations - Asset A
Business Combinations - Asset Acquisitions (Details) - Vayu | Feb. 08, 2021 USD ($) shares |
Asset Acquisition [Line Items] | |
Asset acquisition, concentrated amount of intellectual property (as a percent) | 95% |
Cash | $ 81,442 |
Property and equipment | 56,011 |
Intellectual property | 8,406,743 |
Non-compete agreement | 100,819 |
Deferred tax liability | (1,362,667) |
Accrued expenses and other current liabilities | (564,039) |
SBA loan (PPP funds) | (65,000) |
Asset acquisition, assets acquired and liabilities assumed, net | 6,653,309 |
Total purchase price | $ 6,653,309 |
Series D Preferred Stock | |
Asset Acquisition [Line Items] | |
Common stock and warrants issued (in shares) | shares | 1,432,244 |
Asset acquisition, preferred stock issued | $ 6,653,309 |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 13, 2021 | Nov. 29, 2021 | Oct. 20, 2021 | May 10, 2021 | May 05, 2021 | May 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Nov. 29, 2022 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Goodwill | $ 22,680,084 | $ 22,680,084 | $ 22,680,084 | |||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | $ 0 | $ 37,324,035 | ||||||||
Royalty agreement | $ 0 | |||||||||
TDI | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Accounts receivable | $ 1,408,682 | |||||||||
Other assets | 91,000 | |||||||||
Property and equipment | 111,789 | |||||||||
Goodwill | 6,426,786 | |||||||||
Accounts payable | (786,151) | |||||||||
Accrued expenses and other current liabilities | (53,857) | |||||||||
Contract liabilities | (3,637,122) | |||||||||
Notes payable | (64,733) | |||||||||
Total purchase price | 7,456,394 | |||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | 6,354,000 | |||||||||
Total purchase price | 7,456,394 | |||||||||
TDI | Customer list | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 3,840,000 | |||||||||
TDI | Non-compete agreements | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | $ 120,000 | |||||||||
TDI | Class A Common Stock | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 281,223 | |||||||||
Equity interests issued | $ 1,102,394 | |||||||||
Alt Labs | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Accounts receivable | $ 397,441 | |||||||||
Other assets | 390,502 | |||||||||
Inventory | 2,621,653 | |||||||||
Property and equipment | 1,739,441 | |||||||||
Goodwill | 4,410,564 | |||||||||
Accounts payable | (397,441) | |||||||||
Accrued expenses and other current liabilities | (411,830) | |||||||||
Contract liabilities | (1,754,290) | |||||||||
Notes payable | (33,363) | |||||||||
Total purchase price | 11,902,677 | |||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | 10,470,000 | |||||||||
Total purchase price | 11,902,677 | |||||||||
Alt Labs | Customer list | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 1,250,000 | |||||||||
Alt Labs | Proprietary technology | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 3,670,000 | |||||||||
Alt Labs | Non-compete agreements | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | $ 20,000 | |||||||||
Alt Labs | Class A Common Stock | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 361,847 | |||||||||
Equity interests issued | $ 1,432,677 | |||||||||
Cleveland LLC | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Voting interest acquired (as a percent) | 100% | |||||||||
Bargain purchase gain | $ 7,000,000 | |||||||||
Identified Technology | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Accounts receivable | $ 90,858 | |||||||||
Other assets | 27,469 | |||||||||
Goodwill | 1,913,310 | |||||||||
Accrued expenses and other current liabilities | (363,856) | |||||||||
Total purchase price | 3,617,781 | |||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | 35 | |||||||||
Total purchase price | 3,617,781 | |||||||||
Identified Technology | Proprietary technology | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 1,650,000 | |||||||||
Identified Technology | Non-compete agreements | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 90,000 | |||||||||
Identified Technology | Tradename | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | $ 210,000 | |||||||||
Identified Technology | Class A Common Stock | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 888,881 | |||||||||
Equity interests issued | $ 3,617,746 | |||||||||
ElectJet | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Cash | $ 27,466 | |||||||||
Accounts receivable | 30,000 | |||||||||
Inventory | 95,000 | |||||||||
Goodwill | 6,496,343 | |||||||||
Deferred tax liability | (1,562,074) | |||||||||
Accrued expenses and other current liabilities | (113,742) | |||||||||
Total purchase price | 11,062,993 | |||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | 6,500,000 | |||||||||
Total purchase price | 11,062,993 | |||||||||
ElectJet | Proprietary technology | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 5,890,000 | |||||||||
ElectJet | Non-compete agreements | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | $ 200,000 | |||||||||
ElectJet | Class A Common Stock | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 1,803,279 | |||||||||
Equity interests issued | $ 4,562,993 | |||||||||
DTI Services | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Accounts receivable | $ 3,409,230 | |||||||||
Other assets | 1,259,556 | |||||||||
Inventory | 12,477,872 | |||||||||
Property and equipment | 761,370 | |||||||||
Goodwill | 1,355,728 | |||||||||
ROU asset | 1,196,764 | |||||||||
Accounts payable | (951,302) | |||||||||
Accrued expenses and other current liabilities | (677,720) | |||||||||
Customer deposits | (153,201) | |||||||||
Operating lease liability | (1,226,128) | |||||||||
Line of credit | (4,710,768) | |||||||||
Total purchase price | 20,351,401 | |||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Cash | 14,000,000 | |||||||||
Seller notes | 2,000,000 | |||||||||
Total purchase price | 20,351,401 | |||||||||
DTI Services | Customer list | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 6,300,000 | |||||||||
DTI Services | Non-compete agreements | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | 690,000 | |||||||||
DTI Services | Trademarks | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||||
Intangible assets | $ 620,000 | |||||||||
DTI Services | Warrant | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 396,825 | |||||||||
Equity interests issued | $ 668,863 | |||||||||
DTI Services | Class A Common Stock | ||||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||||
Common stock and warrants issued (in shares) | 1,587,301 | |||||||||
Equity interests issued | $ 3,682,538 |
Business Combinations - Sched_2
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Sales | $ 104,563,002 | $ 98,321,144 |
Cost of goods sold | 82,848,600 | 75,523,745 |
Gross profit | 21,714,402 | 22,797,399 |
Operating expenses | 32,470,186 | 38,643,670 |
Loss from operations | (10,755,784) | (15,846,271) |
Net loss from continuing operations | $ (12,875,313) | $ (12,144,338) |
Loss per share (in dollars per share) | $ (0.07) | $ (0.06) |
Equity Investments (Details)
Equity Investments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | |||
Membership interest in equity securities (as a percent) | 9% | ||
Impairment loss on equity investment | $ 0 | $ 1,350,000 | |
Total interest paid | $ 0 | 1,350,000 | |
Accounts receivable owed from Amplifei | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Total interest paid | 1,000,000 | ||
Cash | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Total interest paid | $ 350,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense (benefit) | ||||||
Federal | $ 0 | $ 0 | ||||
State | 139,020 | 0 | ||||
Current expense (benefit) | 139,020 | 0 | ||||
Deferred benefit | ||||||
Federal | (650,283) | (1,616,916) | ||||
State | (222,731) | (326,825) | ||||
Income tax benefit | (873,014) | (1,943,741) | ||||
Provision for income tax benefit | $ (259,867) | $ 128,140 | $ (586,867) | $ (204,697) | $ (733,994) | $ (1,943,741) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Pre-tax book loss | $ (13,609,307) | $ (21,426,879) | ||||
Amount | ||||||
Federal income tax at statutory rate | (2,857,954) | (4,499,644) | ||||
State income tax benefit | (530,084) | (163,677) | ||||
Change in valuation allowance | 2,760,687 | 3,559,163 | ||||
Permanent items | 21,281 | (839,583) | ||||
Other | (127,924) | 0 | ||||
Provision for income tax benefit | $ (259,867) | $ 128,140 | $ (586,867) | $ (204,697) | $ (733,994) | $ (1,943,741) |
Percentage | ||||||
Federal income tax at statutory rate | 21% | 21% | ||||
State income tax benefit | 3.90% | 0.80% | ||||
Change in valuation allowance | (20.30%) | (16.60%) | ||||
Permanent items | (0.20%) | 3.90% | ||||
Other | 1.40% | 0% | ||||
Provision for income tax benefit | 5.40% | 9.10% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | |||
Accrued expenses and other | $ 696,419 | $ 347,645 | |
Lease Liability | 8,176,101 | 0 | |
Loss carryforwards | 14,295,781 | 13,124,197 | |
Stock based compensation | 211,499 | 90,293 | |
Research and experimental expenditures | 202,199 | 0 | |
Inventory | 625,937 | 0 | |
Interest | 634,445 | 615,260 | |
Total deferred tax asset | 24,842,381 | 14,177,395 | |
Valuation allowance | (13,492,773) | (9,887,550) | |
Net deferred tax assets | 11,349,608 | 4,289,845 | |
Deferred tax liabilities: | |||
Fixed assets | (3,266,395) | (365,922) | |
Intangible assets and goodwill | (4,865,970) | (5,785,088) | |
ROU asset | (4,205,393) | 0 | |
Total deferred tax liabilities | (12,337,758) | (6,151,010) | |
Deferred tax liability | $ (333,708) | $ (988,150) | $ (1,861,165) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 13.5 | $ 9.9 |
Federal net operating losses | $ 11.3 | |
Offset future taxable income, period | 20 years | |
Taxable income carried forward remaining, amount | $ 59.7 | |
Limitation of taxable income, percentage | 80% | |
Interest limitation | $ 2.5 | |
Domestic Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 71 | |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 20.1 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax liabilities, beginning of the year | $ 1,169,028 | $ 0 |
Increase related to current year tax positions | 480,911 | 1,169,028 |
Unrecognized tax liabilities, end of year | $ 1,649,939 | $ 1,169,028 |
Industry Segments (Details)
Industry Segments (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | [1] | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | [1] | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |||
Segment Reporting [Abstract] | ||||||||||||
Number of operating segments | segment | 8 | |||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | $ 28,022,026 | $ 25,271,126 | $ 52,383,739 | $ 50,863,280 | $ 104,563,002 | $ 51,640,813 | ||||||
Gross profit | 7,787,090 | 6,160,543 | 13,003,546 | 11,798,000 | 21,714,402 | 7,697,998 | ||||||
Income (loss) from operations | (3,718,894) | 2,371,760 | (8,859,367) | (1,384,395) | (10,755,784) | (22,122,359) | ||||||
Depreciation and amortization | 1,585,356 | 1,548,792 | 3,113,139 | 3,018,456 | ||||||||
Interest Expenses | 1,108,745 | 962,474 | 2,107,615 | 1,571,435 | 3,124,132 | 3,289,233 | ||||||
Net income (loss) | (4,551,866) | [1] | $ (5,769,143) | 1,539,806 | [1] | $ (3,999,560) | (10,321,009) | (2,459,754) | (12,875,313) | (19,483,138) | ||
Total Assets | 142,610,925 | 142,610,925 | 145,632,214 | 134,623,850 | ||||||||
Goodwill | 22,680,084 | 22,680,084 | 22,680,084 | 22,680,084 | ||||||||
Accounts receivable, net | 17,139,944 | 11,875,176 | ||||||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (10,755,784) | (22,122,359) | ||||||||||
Depreciation and amortization | 6,174,538 | 4,154,359 | ||||||||||
All Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 1,176,325 | 673,735 | 2,447,472 | 1,559,718 | ||||||||
Gross profit | 398,676 | 293,225 | 772,244 | 646,699 | ||||||||
Income (loss) from operations | (3,788,794) | (2,587,090) | (7,143,755) | (5,012,709) | ||||||||
Depreciation and amortization | 317,255 | 277,280 | 595,968 | 554,721 | ||||||||
Interest Expenses | 600,494 | 534,018 | 1,087,498 | 829,747 | ||||||||
Net income (loss) | (4,191,979) | (3,167,735) | (7,666,677) | (5,508,728) | ||||||||
Total Assets | 15,619,649 | 15,619,649 | 15,118,622 | |||||||||
Goodwill | 1,913,310 | 1,913,310 | 1,913,310 | |||||||||
A4 Construction Services - MSM | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 18,290,019 | 16,191,284 | ||||||||||
Gross profit | 1,374,517 | (385,266) | ||||||||||
Goodwill | 113,592 | 113,592 | ||||||||||
Accounts receivable, net | 5,188,521 | 3,906,271 | ||||||||||
A4 Construction Services - MSM | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (883,922) | (4,247,240) | ||||||||||
Depreciation and amortization | 684,563 | 846,808 | ||||||||||
Interest Expenses | 421,287 | 706,607 | ||||||||||
Net income (loss) | (1,246,295) | (1,481,382) | ||||||||||
Total Assets | 11,309,049 | 10,935,355 | ||||||||||
A4 Construction Services - Excel | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 1,761,572 | 1,803,739 | ||||||||||
Gross profit | 3,681 | (92,765) | ||||||||||
Goodwill | 0 | 0 | ||||||||||
Accounts receivable, net | 288,243 | 286,972 | ||||||||||
A4 Construction Services - Excel | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (973,934) | (1,969,535) | ||||||||||
Depreciation and amortization | 267,966 | 291,556 | ||||||||||
Interest Expenses | 245,855 | 291,263 | ||||||||||
Net income (loss) | (1,219,789) | (1,899,512) | ||||||||||
Total Assets | 3,359,818 | 3,050,206 | ||||||||||
A4 Manufacturing - QCA | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 16,763,989 | 14,258,084 | ||||||||||
Gross profit | 3,258,082 | 2,763,213 | ||||||||||
Goodwill | 1,963,761 | 1,963,761 | ||||||||||
Accounts receivable, net | 3,867,141 | 2,339,597 | ||||||||||
A4 Manufacturing - QCA | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | 702,875 | 1,426,141 | ||||||||||
Depreciation and amortization | 417,172 | 377,868 | ||||||||||
Interest Expenses | 262,551 | 230,044 | ||||||||||
Net income (loss) | 367,760 | 1,774,139 | ||||||||||
Total Assets | 20,988,492 | 11,869,711 | ||||||||||
A4 Manufacturing - Alt Labs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 12,889,992 | 11,674,220 | ||||||||||
Gross profit | 2,343,368 | 3,749,878 | ||||||||||
Goodwill | 4,410,564 | 4,410,564 | ||||||||||
Accounts receivable, net | 1,833,502 | 406,333 | ||||||||||
A4 Manufacturing - Alt Labs | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | 2,284,308 | (3,027,203) | ||||||||||
Depreciation and amortization | 983,931 | 611,079 | ||||||||||
Interest Expenses | 351,503 | 72,060 | ||||||||||
Net income (loss) | 2,054,958 | (2,643,752) | ||||||||||
Total Assets | 26,636,905 | 23,173,298 | ||||||||||
A4 Defense - TDI | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | $ 2,413,363 | $ 2,472,207 | $ 5,383,450 | $ 5,160,188 | 10,046,658 | 4,467,376 | ||||||
Gross profit | 3,082,844 | 1,073,636 | ||||||||||
Goodwill | 6,426,786 | 6,426,786 | ||||||||||
Accounts receivable, net | 1,905,314 | 1,371,184 | ||||||||||
A4 Defense - TDI | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | 1,072,306 | (282,882) | ||||||||||
Depreciation and amortization | 288,950 | 191,740 | ||||||||||
Interest Expenses | 11,975 | 825 | ||||||||||
Net income (loss) | 1,060,331 | (270,289) | ||||||||||
Total Assets | 13,497,381 | 11,982,580 | ||||||||||
A4 Technologies - RCA | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 40,092,612 | 1,454,451 | ||||||||||
Gross profit | 10,687,202 | 379,740 | ||||||||||
Goodwill | 1,355,728 | 1,355,728 | ||||||||||
Accounts receivable, net | 3,232,559 | 2,961,201 | ||||||||||
A4 Technologies - RCA | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | 2,525,619 | (100,328) | ||||||||||
Depreciation and amortization | 979,206 | 49,299 | ||||||||||
Interest Expenses | 159,878 | 15,347 | ||||||||||
Net income (loss) | 2,365,741 | (115,675) | ||||||||||
Total Assets | 27,191,977 | 28,174,091 | ||||||||||
A4 Technologies - ElecJet | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 1,098,534 | 89,018 | ||||||||||
Gross profit | (236,636) | 76,818 | ||||||||||
Goodwill | 6,496,343 | 6,496,343 | ||||||||||
Accounts receivable, net | 12,888 | 37,744 | ||||||||||
A4 Technologies - ElecJet | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (1,107,254) | (62,163) | ||||||||||
Depreciation and amortization | 414,333 | 33,833 | ||||||||||
Interest Expenses | 0 | 0 | ||||||||||
Net income (loss) | (1,110,727) | (62,163) | ||||||||||
Total Assets | 12,897,440 | 12,904,267 | ||||||||||
A4 Aerospace - Vayu | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 81,100 | 0 | ||||||||||
Gross profit | 13,087 | 0 | ||||||||||
Goodwill | 0 | 0 | ||||||||||
Accounts receivable, net | 0 | 0 | ||||||||||
A4 Aerospace - Vayu | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (3,336,279) | (4,875,829) | ||||||||||
Depreciation and amortization | 1,025,412 | 1,093,995 | ||||||||||
Interest Expenses | 10,677 | 9 | ||||||||||
Net income (loss) | (3,346,956) | (4,852,182) | ||||||||||
Total Assets | 14,632,530 | 14,702,838 | ||||||||||
All Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 3,538,526 | 1,702,641 | ||||||||||
Gross profit | 1,188,257 | 132,744 | ||||||||||
Goodwill | 1,913,310 | 1,913,310 | ||||||||||
Accounts receivable, net | 811,776 | 565,874 | ||||||||||
All Other | All Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (11,039,503) | (8,983,320) | ||||||||||
Depreciation and amortization | 1,113,005 | 658,181 | ||||||||||
Interest Expenses | 1,660,406 | 1,973,078 | ||||||||||
Net income (loss) | (11,800,336) | (9,932,322) | ||||||||||
Total Assets | $ 15,118,622 | $ 17,831,504 | ||||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 1 Months Ended | |||||||||||||
Jan. 19, 2022 lawsuit | Nov. 28, 2021 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 complaint | Oct. 31, 2021 lawsuit | Oct. 31, 2021 shares | Aug. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) | |
Other Commitments [Line Items] | ||||||||||||||
Loss contingency, damages sought, value | $ 610,000 | $ 100,000 | $ 500,000 | $ 2,300,000 | $ 213,000 | |||||||||
Horizon Well Testing Case | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Loss contingency, damages sought, value | $ 3,300,000 | |||||||||||||
Loss contingency interest rate (as a percent) | 8% | |||||||||||||
Daily late fees | $ 575 | |||||||||||||
Complaints In Discount Court of Oklahoma Country State of Oklahoma | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Loss contingency, number of claims | 3 | 3 | 3 | |||||||||||
Complaints In Discount Court of Oklahoma Country State of Oklahoma | Settled Litigation | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Litigation settlement amount | $ 24,375 | $ 24,375 | ||||||||||||
Number of shares settled (in shares) | shares | 37,500 | 4,688 | ||||||||||||
Licensing Agreement | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Royalty fee | 2.50% | |||||||||||||
Minimum annual payment, year one | $ 420,000 | $ 600,000 | ||||||||||||
Minimum annual payment, year two | 420,000 | 620,000 | ||||||||||||
Minimum annual payment, year three | 440,000 | 660,000 | ||||||||||||
Minimum annual payment, year four | 460,000 | $ 700,000 | ||||||||||||
Minimum annual payment, year five | $ 480,000 | |||||||||||||
Royalty Agreements | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Payment as a percentage of net sales | 1.50% | |||||||||||||
Royalty agreement, term | 10 years | |||||||||||||
Total royalty payment | $ 50,000,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Annual Payments For Warranty Services (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 66,626 | $ 66,626 |
2024 | $ 59,964 | 59,964 |
Total | $ 126,590 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||||||
May 31, 2023 | Apr. 30, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Loss contingency, damages sought, value | $ 610,000 | $ 100,000 | $ 500,000 | $ 2,300,000 | $ 213,000 | |||||
Battery Materials Company | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Equity investment | $ 250,000 | |||||||||
Noncontrolling interest, ownership percentage | 10% | |||||||||
Class B Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock converted (in shares) | 1,300,000 | |||||||||
Preferred Class B | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock converted (in shares) | 1 | |||||||||
Conversion of stock, shares issued (in shares) | 1 | |||||||||
Class A Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of stock, shares issued (in shares) | 1,300,001 | 22,662 | 201,806 | 37,500 | 72,152 |
Organization and Basis of Pre_4
Organization and Basis of Presentation -10Q (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | [1] | Jun. 30, 2022 | [1] | Mar. 31, 2022 | [1] | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Investments [Line Items] | ||||||||||||
Net loss | $ 4,551,866 | [1] | $ 5,769,143 | $ (1,539,806) | $ 3,999,560 | $ 10,321,009 | $ 2,459,754 | $ 12,875,313 | $ 19,483,138 | |||
Net cash provided by (used) in operating activities | 2,477,701 | $ (7,237,442) | (19,578,196) | (25,423,742) | ||||||||
Working capital | 1,600,000 | 1,600,000 | 15,600,000 | |||||||||
Decrease in working capital | 14,000,000 | |||||||||||
Maximum borrowing capacity | 33,000,000 | |||||||||||
Lines of credit | 13,700,000 | 13,700,000 | ||||||||||
Line of credit, current portion | 8,699,609 | 8,699,609 | 7,426,814 | $ 4,473,489 | ||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Maximum borrowing capacity | 35,000,000 | 35,000,000 | ||||||||||
Remaining borrowing capacity | 4,400,000 | 4,400,000 | 3,800,000 | |||||||||
Revolving Credit Facility | Four Revolving Lines of Credit | Line of Credit | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Maximum borrowing capacity | 35,000,000 | 35,000,000 | 33,000,000 | |||||||||
Revolving Credit Facility | Capital Expenditure Line of Credit | Line of Credit | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Summary of Significant Accou_23
Summary of Significant Accounting Policies -10Q - Cash (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Bank balances | 3,900,000 | 3,200,000 | 3,500,000 |
Uninsured cash | $ 2,500,000 | $ 2,000,000 | $ 2,000,000 |
Summary of Significant Accou_24
Summary of Significant Accounting Policies -10Q - Major Customers & Vendors (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 12% | 14% | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Prime Contractors | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | 10% | |
Cost of Goods and Service | Vendor Concentration Risk | A4 Technologies - RCA Segment | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 17% |
Summary of Significant Accou_25
Summary of Significant Accounting Policies -10Q - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Raw materials | $ 9,726,538 | $ 9,116,824 | $ 8,253,104 |
Work in process | 3,528,187 | 3,165,876 | 2,480,979 |
Finished goods | 10,764,288 | 12,975,669 | 13,685,571 |
Inventory | $ 24,019,013 | $ 25,258,369 | $ 24,419,654 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies -10Q - Equity Method Investments (Details) - Battery Materials Company - USD ($) $ in Millions | Jun. 30, 2023 | Feb. 28, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment | $ 0.3 | |
Ownership percentage | 8% | 10% |
Summary of Significant Accou_27
Summary of Significant Accounting Policies -10Q - Research and Development (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Research and development | $ 1,612,530 | $ 394,835 | $ 1,726,436 | $ 586,765 | $ 876,542 | $ 1,464,918 |
Summary of Significant Accou_28
Summary of Significant Accounting Policies -10Q - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Accounting Policies [Abstract] | ||||||||||
Antidilutive securities (in shares) | 2,894,897 | 1,098,050 | 21,664,165 | 7,317,778 | ||||||
Earnings Per Share, Basic [Abstract] | ||||||||||
Loss available to stockholders | $ (4,551,866) | $ 1,539,806 | $ (10,321,009) | $ (2,459,754) | $ (12,875,313) | $ (19,483,138) | ||||
Loss available to stockholders (in shares) | 25,103,271 | [1] | 22,899,822 | [1] | 25,076,452 | [1] | 22,890,560 | [1] | 190,779,052 | 164,216,808 |
Loss available to stockholders (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | $ (0.07) | $ (0.12) | ||||
Effect of Dilutive Securities | ||||||||||
Effect of dilutive securities stock options and warrants | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Effect of dilutive securities stock options and warrants (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||||
Net income (loss) | $ (4,551,866) | $ 1,539,806 | $ (10,321,009) | $ (2,459,754) | $ (12,875,313) | $ (19,483,138) | ||||
Net income (loss) (in shares) | 25,103,271 | [1] | 22,899,822 | [1] | 25,076,452 | [1] | 22,890,560 | [1] | 190,779,052 | 164,216,808 |
Net income (loss) (in dollars per share) | $ (0.18) | $ 0.07 | $ (0.41) | $ (0.11) | $ (0.07) | $ (0.12) | ||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Summary of Significant Accou_29
Summary of Significant Accounting Policies -10Q - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 28,022,026 | $ 25,271,126 | $ 52,383,739 | $ 50,863,280 | $ 104,563,002 | $ 51,640,813 |
Construction Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 3,660,886 | 5,669,259 | 7,806,890 | 9,725,463 | ||
Manufacturing | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 12,886,116 | 7,530,475 | 22,206,937 | 16,178,570 | ||
Defense | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 2,413,363 | 2,472,207 | 5,383,450 | 5,160,188 | 10,046,658 | 4,467,376 |
Technologies | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 8,660,465 | 9,255,658 | 16,216,383 | 19,049,646 | ||
Aerospace | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 401,196 | 343,527 | 770,079 | 749,413 | ||
Product | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 21,546,581 | 16,786,133 | 38,423,320 | 35,228,216 | 72,861,907 | 28,918,591 |
Product | Construction Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Product | Manufacturing | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 12,886,116 | 7,530,475 | 22,206,937 | 16,178,570 | ||
Product | Defense | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Product | Technologies | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 8,660,465 | 9,255,658 | 16,216,383 | 19,049,646 | ||
Product | Aerospace | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Service | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 6,475,445 | 8,484,993 | 13,960,419 | 15,635,064 | $ 31,701,095 | $ 22,722,222 |
Service | Construction Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 3,660,886 | 5,669,259 | 7,806,890 | 9,725,463 | ||
Service | Manufacturing | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Service | Defense | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 2,413,363 | 2,472,207 | 5,383,450 | 5,160,188 | ||
Service | Technologies | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Service | Aerospace | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 401,196 | $ 343,527 | $ 770,079 | $ 749,413 |
Leases -10Q - Schedule of Futur
Leases -10Q - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | |||
2024 | $ 1,938,360 | $ 1,925,840 | |
2025 | 1,944,246 | 1,952,462 | |
2026 | 1,848,756 | 1,880,402 | |
2027 | 1,890,900 | 1,867,799 | |
2028 | 1,932,830 | 1,910,388 | |
Thereafter | 13,879,717 | 14,952,719 | |
Total payments | 23,434,809 | 24,489,610 | |
Less: imputed interest | (8,474,940) | (9,171,495) | |
Total obligation | 14,959,869 | 15,318,115 | |
Less: current portion | (764,267) | (725,302) | $ (649,343) |
Financing lease obligations, net of current portion | 14,195,602 | 14,592,813 | 15,319,467 |
Operating Leases | |||
2024 | 2,412,039 | 2,287,038 | |
2025 | 2,304,494 | 2,443,909 | |
2026 | 1,784,228 | 1,960,387 | |
2027 | 1,823,449 | 1,805,158 | |
2028 | 1,646,961 | 1,770,300 | |
Thereafter | 12,457,744 | 13,253,279 | |
Total payments | 22,428,915 | 23,520,071 | |
Less: imputed interest | (6,462,880) | (6,938,692) | |
Total obligation | 15,966,035 | 16,581,379 | 1,495,158 |
Less: current portion | (1,518,842) | (1,318,885) | (428,596) |
Operating lease obligations, net of current portion | $ 14,447,193 | $ 15,262,494 | $ 1,066,562 |
Leases -10Q - Narrative (Detail
Leases -10Q - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Leases | ||||
Finance lease, right-of-use asset, amortization | $ 625,908 | $ 625,908 | $ 1,251,817 | $ 1,244,059 |
Finance lease, interest expense | $ 607,895 | 633,610 | $ 1,255,231 | 1,301,842 |
Finance lease, weighted average remaining lease term | 11 years 6 months | 11 years 11 months 12 days | ||
Finance lease, weighted average discount rate | 8.01% | 8.01% | ||
Operating Leases | ||||
Operating lease, cost | $ 1,292,535 | 253,121 | $ 1,006,683 | 386,056 |
Operating lease, payments | $ 789,282 | 251,398 | $ 1,087,951 | 402,688 |
Operating lease, weighted average remaining lease term | 11 years 6 months | 11 years 9 months 29 days | ||
Operating lease, weighted average discount rate (as a percent) | 6.01% | 6% | ||
Cost of Sales | ||||
Finance Leases | ||||
Finance lease, right-of-use asset, amortization | $ 89,006 | 0 | $ 151,398 | 422,259 |
Operating Leases | ||||
Operating lease, cost | $ 372,352 | $ 0 | $ 329,938 | $ 0 |
Leases -10Q - Schedule of Right
Leases -10Q - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Operating lease assets | $ 15,704,511 | $ 16,407,566 | $ 1,460,206 |
Liabilities | |||
Current operating lease liability | 1,518,842 | 1,318,885 | 428,596 |
Non-current operating lease liability | 14,447,193 | 15,262,494 | 1,066,562 |
Total obligation | $ 15,966,035 | $ 16,581,379 | $ 1,495,158 |
Debt -10Q - Schedule of Notes P
Debt -10Q - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total current | $ 15,425,081 | $ 10,627,950 | $ 10,164,013 |
Total | 21,627,540 | 22,109,820 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total current | 8,699,609 | 7,426,814 | 4,473,489 |
Long-term debt | 4,058,411 | 7,215,520 | 5,640,051 |
Secured Debt and Notes Payable | |||
Debt Instrument [Line Items] | |||
Long-term debt | 2,144,048 | 4,266,350 | 8,426,105 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Total current | 76,072 | 68,410 | 61,640 |
Related party term notes, current portion | |||
Debt Instrument [Line Items] | |||
Total current | 555,000 | 0 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Total current | $ 6,094,400 | 3,132,726 | 5,628,884 |
Total | $ 2,062,318 | $ 2,062,318 |
Debt -10Q - Future Scheduled Ma
Debt -10Q - Future Scheduled Maturities of Outstanding Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 15,425,081 | |
2025 | 1,743,815 | |
2026 | 669,034 | |
2027 | 123,428 | |
2028 | 3,594,396 | |
Thereafter | 71,786 | |
Total | $ 21,627,540 | $ 22,109,820 |
Debt -10Q - Narrative (Details)
Debt -10Q - Narrative (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2023 USD ($) | Feb. 29, 2020 USD ($) | Jun. 30, 2023 USD ($) lineOfCredit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Note balance | $ 21,627,540 | $ 22,109,820 | |||||
Maximum borrowing capacity | 33,000,000 | ||||||
Net proceeds from lines of credit | 4,795,213 | $ 2,575,552 | |||||
A4 Manufacturing - QCA Segment | Operating Segments | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 5,000,000 | $ 7,000,000 | |||||
Notes Payable to Banks | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 200,000 | ||||||
Debt instrument term | 9 months | ||||||
Interest rate (as a percent) | 15% | ||||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Note balance | 2,062,318 | $ 2,062,318 | |||||
Daily late charge | $ 575 | ||||||
Debt instrument, face amount | $ 2,300,000 | ||||||
Debt instrument term | 48 months | ||||||
Interest rate (as a percent) | 4.25% | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Number of lines of credit | lineOfCredit | 4 | ||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||
Net proceeds from lines of credit | 12,800,000 | ||||||
Remaining borrowing capacity | $ 4,400,000 | 3,800,000 | |||||
Line of Credit | Revolving Credit Facility | Capital Expenditure Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Number of lines of credit | lineOfCredit | 1 | ||||||
Maximum borrowing capacity | $ 500,000 | $ 500,000 | |||||
Line of Credit | Minimum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 1 year | ||||||
Line of Credit | Minimum | Revolving Credit Facility | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||
Line of Credit | Maximum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Line of Credit | Maximum | Revolving Credit Facility | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 4.25% | ||||||
Alan Martin | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Note balance | $ 2,900,000 | $ 2,900,000 | |||||
Interest payable, current | $ 2,000,000 | ||||||
Default rate (as a percent) | 10% |
Convertible Debt -10Q (Details)
Convertible Debt -10Q (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuances of convertible notes payable | $ 243,529 | $ 2,090,000 | $ 0 | $ 0 | $ 408,000 | |
Convertible Note Payable 1 | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Debt | $ 185,476 | 185,476 | ||||
Convertible Note Payable 2 | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Debt | $ 285,836 | 285,836 | ||||
Restricted Stock | ||||||
Debt Instrument [Line Items] | ||||||
Shares granted (in shares) | 67,400 | 13,750 | ||||
Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 1 year | 1 year | ||||
Debt instrument, face amount | $ 1,700,000 | $ 400,000 | $ 1,700,000 | |||
Interest rate (as a percent) | 12% | 12% | 12% | |||
Original issue discount | $ 242,120 | $ 24,500 | $ 242,120 | |||
Proceeds from issuances of convertible notes payable | $ 757,280 | |||||
Convertible Notes Payable | Warrants 2 | ||||||
Debt Instrument [Line Items] | ||||||
Warrants outstanding | 3,579 | 3,579 | ||||
Fair value of warrants issued | $ 6,764 | $ 6,764 | ||||
Convertible Notes Payable | Warrants 1 | ||||||
Debt Instrument [Line Items] | ||||||
Warrants outstanding | 200,000 | 200,000 | ||||
Fair value of warrants issued | $ 378,000 | $ 378,000 | ||||
Convertible Notes Payable | Restricted Stock | ||||||
Debt Instrument [Line Items] | ||||||
Shares granted (in shares) | 1,200,000 | 196,250 |
Stockholders' Equity -10Q - Nar
Stockholders' Equity -10Q - Narrative (Details) - USD ($) | 1 Months Ended | ||||||||||
Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jan. 31, 2022 | May 12, 2023 | May 11, 2023 | Dec. 31, 2022 | Jan. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense not yet recognized, options | $ 800,000 | $ 1,053,547 | |||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted (in shares) | 67,400 | 13,750 | |||||||||
Restricted Stock | Convertible Notes Payable | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted (in shares) | 1,200,000 | 196,250 | |||||||||
Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 295,000,000 | 200,000,000 | 295,000,000 | 200,000,000 | 195,000,000 | |||||
Common stock, shares outstanding (in shares) | 23,974,657 | 22,504,669 | 180,037,350 | 22,303,333 | |||||||
Common stock, shares issued (in shares) | 23,974,657 | 22,504,669 | 180,037,350 | 22,303,333 | |||||||
Conversion of stock, shares issued (in shares) | 1,300,001 | 22,662 | 201,806 | 37,500 | 72,152 | ||||||
Class A Common Stock | Shareholder | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Conversion of stock, shares issued (in shares) | 162,500 | ||||||||||
Class B Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||||
Common stock, shares outstanding (in shares) | 906,012 | 1,068,512 | |||||||||
Common stock, shares issued (in shares) | 906,012 | 1,068,512 | |||||||||
Stock converted (in shares) | 1,300,000 | ||||||||||
Class B Common Stock | Shareholder | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock converted (in shares) | 162,500 | ||||||||||
Preferred Class B | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock converted (in shares) | 1 | ||||||||||
Conversion of stock, shares issued (in shares) | 1 |
Stockholders' Equity -10Q - Sto
Stockholders' Equity -10Q - Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||||
Options outstanding, beginning balance (in shares) | 386,751 | 1,790,000 | 1,790,000 | |
Granted (in shares) | 0 | 2,084,620 | 0 | |
Forfeited (in shares) | (16,844) | (781,712) | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Options outstanding, ending balance (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 |
Exercisable (in shares) | 159,001 | 1,084,500 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 4.39 | $ 0.19 | $ 0.19 | |
Weighted average grants (in dollars per share) | 0 | 0.77 | 3.32 | |
Weighted average forfeitures (in dollars per share) | 6.16 | 0.32 | ||
Exercised (in dollars per share) | 0 | |||
Weighted average ending balance (in dollars per share) | 4.31 | 4.39 | $ 0.19 | $ 0.19 |
Exercisable (in dollars per share) | $ 1.85 | $ 0.14 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days |
Weighted average remaining contractual term, options, exercisable | 5 years 5 months 15 days | 5 years 4 months 13 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 193,492 | $ 463,495 | $ 3,098,055 | $ 6,176,855 |
Options, exercisable, intrinsic value | $ 193,492 | $ 463,494 |
Stockholders' Equity -10Q - Opt
Stockholders' Equity -10Q - Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Number of shares (in shares) | 369,907 | 3,092,909 |
Options Exercisable | ||
Number of shares (in shares) | 159,001 | 1,084,500 |
Exercise Price $0.05 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.40 | $ 0.05 |
Exercise Price | $ 0.40 | $ 0.05 |
Options Outstanding | ||
Number of shares (in shares) | 111,438 | 891,500 |
Weighted Average Remaining Life (Years) | 5 years 3 days | 5 years 4 months 17 days |
Weighted average exercise price (in dollars per share) | $ 0.40 | $ 0.05 |
Options Exercisable | ||
Number of shares (in shares) | 111,438 | 891,500 |
Weighted average exercise price (in dollars per share) | $ 0.40 | $ 0.05 |
Exercise Price $0.10 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 0.80 | 0.10 |
Exercise Price | $ 0.80 | $ 0.10 |
Options Outstanding | ||
Number of shares (in shares) | 10,625 | 85,000 |
Weighted Average Remaining Life (Years) | 4 years 9 months 10 days | 5 years 3 months 10 days |
Weighted average exercise price (in dollars per share) | $ 0.80 | $ 0.10 |
Options Exercisable | ||
Number of shares (in shares) | 10,625 | 85,000 |
Weighted average exercise price (in dollars per share) | $ 0.80 | $ 0.10 |
Exercise Price $0.13 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 6.16 | 0.13 |
Exercise Price | $ 6.16 | $ 0.13 |
Options Outstanding | ||
Number of shares (in shares) | 234,340 | 0 |
Weighted Average Remaining Life (Years) | 8 years 10 months 2 days | 4 years 6 months 29 days |
Weighted average exercise price (in dollars per share) | $ 6.16 | $ 0.13 |
Options Exercisable | ||
Number of shares (in shares) | 23,434 | 0 |
Weighted average exercise price (in dollars per share) | $ 6.16 | $ 0.13 |
Exercise Price $0.26 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 7.20 | 0.77 |
Exercise Price | $ 7.20 | $ 0.77 |
Options Outstanding | ||
Number of shares (in shares) | 13,504 | 2,008,409 |
Weighted Average Remaining Life (Years) | 3 years 9 months 7 days | 9 years 3 months 29 days |
Weighted average exercise price (in dollars per share) | $ 7.20 | $ 0.77 |
Options Exercisable | ||
Number of shares (in shares) | 13,504 | 0 |
Weighted average exercise price (in dollars per share) | $ 7.20 | $ 0.77 |
Stockholders' Equity -10Q - War
Stockholders' Equity -10Q - Warrants Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Options outstanding, beginning balance (in shares) | 386,751 | 1,790,000 | 1,790,000 | |
Granted (in shares) | 0 | 2,084,620 | 0 | |
Forfeited (in shares) | (16,844) | (781,712) | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Options outstanding, ending balance (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 |
Exercisable (in shares) | 159,001 | 1,084,500 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 4.39 | $ 0.19 | $ 0.19 | |
Weighted average grants (in dollars per share) | 0 | 0.77 | 3.32 | |
Weighted average forfeitures (in dollars per share) | 6.16 | 0.32 | ||
Exercised (in dollars per share) | 0 | |||
Weighted average ending balance (in dollars per share) | 4.31 | 4.39 | $ 0.19 | $ 0.19 |
Exercisable (in dollars per share) | $ 1.85 | $ 0.14 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days |
Weighted average remaining contractual term, options, exercisable | 5 years 5 months 15 days | 5 years 4 months 13 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 193,492 | $ 463,495 | $ 3,098,055 | $ 6,176,855 |
Options, exercisable, intrinsic value | $ 193,492 | $ 463,494 | ||
Warrant | ||||
Warrants | ||||
Options outstanding, beginning balance (in shares) | 2,321,411 | 5,527,778 | 275,000 | |
Granted (in shares) | 203,579 | 14,492,754 | 5,527,778 | |
Forfeited (in shares) | 0 | 0 | (275,000) | |
Exercised (in shares) | 0 | (1,449,276) | 0 | |
Options outstanding, ending balance (in shares) | 2,524,990 | 2,321,411 | 5,527,778 | 275,000 |
Exercisable (in shares) | 2,524,990 | 18,571,256 | ||
Weighted Average Exercise Price | ||||
Weighted average beginning balance (in dollars per share) | $ 11.78 | $ 3.32 | $ 1.01 | |
Weighted average grants (in dollars per share) | 3.51 | 0.69 | ||
Weighted average forfeitures (in dollars per share) | 0 | 0 | 1.01 | |
Exercised (in dollars per share) | 0 | 0.69 | 0 | |
Weighted average ending balance (in dollars per share) | 11.12 | 11.78 | $ 3.32 | $ 1.01 |
Exercisable (in dollars per share) | $ 11.12 | $ 1.47 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual term options, outstanding | 3 years 10 months 13 days | 4 years 3 months 21 days | 4 years 7 months 13 days | 2 months 23 days |
Granted | 5 years | |||
Weighted average remaining contractual term, options, exercisable | 3 years 10 months 13 days | 4 years 3 months 21 days | ||
Aggregate Intrinsic Value | ||||
Options, outstanding intrinsic value | $ 0 | $ 0 | $ 0 | $ 723,250 |
Options, exercisable, intrinsic value | $ 0 | $ 0 |
Stockholders' Equity -10Q - W_2
Stockholders' Equity -10Q - Warrants Outstanding and Exercisable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options outstanding (in shares) | 369,907 | 386,751 | 1,790,000 | 1,790,000 | |
Warrants Outstanding, Weighted Average Remaining Life (Years) | 7 years 4 months 17 days | 7 years 11 months 8 days | 6 years 1 month 2 days | 7 years 1 month 2 days | |
Weighted average exercise price (in dollars per share) | $ 4.31 | $ 4.39 | $ 0.19 | $ 0.19 | |
Warrants Exercisable, Number of Shares (in shares) | 159,001 | 1,084,500 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.85 | $ 0.14 | |||
Common stock, at a combined price per share and warrant (in dollar per share) | $ 0.69 | ||||
Warrants 1 | Convertible Notes Payable | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding | 200,000 | ||||
Common stock, at a combined price per share and warrant (in dollar per share) | $ 3.50 | ||||
Fair value of warrants issued | $ 378,000 | ||||
Warrants 2 | Convertible Notes Payable | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding | 3,579 | ||||
Common stock, at a combined price per share and warrant (in dollar per share) | $ 4.20 | ||||
Fair value of warrants issued | $ 6,764 | ||||
Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options outstanding (in shares) | 2,524,990 | 2,321,411 | 5,527,778 | 275,000 | |
Warrants Outstanding, Weighted Average Remaining Life (Years) | 3 years 10 months 13 days | 4 years 3 months 21 days | 4 years 7 months 13 days | 2 months 23 days | |
Weighted average exercise price (in dollars per share) | $ 11.12 | $ 11.78 | $ 3.32 | $ 1.01 | |
Warrants Exercisable, Number of Shares (in shares) | 2,524,990 | 18,571,256 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 11.12 | $ 1.47 | |||
Fair value of warrants issued | $ 2,498,637 | $ 902,414 | $ 668,863 | ||
Warrant | Exercise price $6.60 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 52.80 | $ 6.60 | |||
Number of options outstanding (in shares) | 52,084 | 416,667 | |||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 1 year 7 months 20 days | 2 years 1 month 17 days | |||
Weighted average exercise price (in dollars per share) | $ 52.80 | $ 6.60 | |||
Warrants Exercisable, Number of Shares (in shares) | 52,084 | 416,667 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 52.80 | $ 6.60 | |||
Warrant | Exercise price $2.25 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 20.16 | $ 2.52 | |||
Number of options outstanding (in shares) | 49,604 | 396,825 | |||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 1 year 5 months 12 days | 1 year 11 months 8 days | |||
Weighted average exercise price (in dollars per share) | $ 20.16 | $ 2.52 | |||
Warrants Exercisable, Number of Shares (in shares) | 49,604 | 396,825 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 20.16 | $ 2.52 | |||
Warrant | Exercise price $3.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 24.80 | $ 3.10 | |||
Number of options outstanding (in shares) | 535,716 | 4,285,715 | |||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 3 years 4 months 28 days | 3 years 10 months 24 days | |||
Weighted average exercise price (in dollars per share) | $ 24.80 | $ 3.10 | |||
Warrants Exercisable, Number of Shares (in shares) | 535,716 | 4,285,715 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 24.80 | $ 3.1 | |||
Warrant | Exercise price $3.08 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 24.64 | $ 3.08 | |||
Number of options outstanding (in shares) | 53,572 | 428,571 | |||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 3 years 4 months 24 days | 3 years 10 months 24 days | |||
Weighted average exercise price (in dollars per share) | $ 24.64 | $ 3.08 | |||
Warrants Exercisable, Number of Shares (in shares) | 53,572 | 428,571 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 24.64 | $ 3.08 | |||
Warrant | Exercise price $0.69 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 5.52 | $ 0.69 | |||
Number of options outstanding (in shares) | 1,630,435 | 13,043,478 | |||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 4 years 14 days | 4 years 7 months 6 days | |||
Weighted average exercise price (in dollars per share) | $ 5.52 | $ 0.69 | |||
Warrants Exercisable, Number of Shares (in shares) | 1,630,435 | 13,043,478 | |||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.52 | $ 0.69 | |||
Warrant | Exercise price $3.50 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 3.50 | ||||
Number of options outstanding (in shares) | 200,000 | ||||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 5 years | ||||
Weighted average exercise price (in dollars per share) | $ 3.50 | ||||
Warrants Exercisable, Number of Shares (in shares) | 200,000 | ||||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.50 | ||||
Warrant | Exercise price $4.20 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 4.20 | ||||
Number of options outstanding (in shares) | 3,579 | ||||
Warrants Outstanding, Weighted Average Remaining Life (Years) | 5 years | ||||
Weighted average exercise price (in dollars per share) | $ 4.20 | ||||
Warrants Exercisable, Number of Shares (in shares) | 3,579 | ||||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.20 |
Stockholders' Equity -10Q - Val
Stockholders' Equity -10Q - Valuation Assumptions (Details) | Jun. 30, 2023 |
Stock price | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 1.89 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 0.0450 |
Expected life of the warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 2.5 |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 1,242 |
Expected dividend yield | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, measurement input | 0 |
Segment Reporting -10Q (Details
Segment Reporting -10Q (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | [1] | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | [1] | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |||
Segment Reporting [Abstract] | ||||||||||||
Number of operating segments | segment | 8 | |||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | $ 28,022,026 | $ 25,271,126 | $ 52,383,739 | $ 50,863,280 | $ 104,563,002 | $ 51,640,813 | ||||||
Gross profit | 7,787,090 | 6,160,543 | 13,003,546 | 11,798,000 | 21,714,402 | 7,697,998 | ||||||
Income (loss) from operations | (3,718,894) | 2,371,760 | (8,859,367) | (1,384,395) | (10,755,784) | (22,122,359) | ||||||
Depreciation and amortization | 1,585,356 | 1,548,792 | 3,113,139 | 3,018,456 | ||||||||
Interest Expenses | 1,108,745 | 962,474 | 2,107,615 | 1,571,435 | 3,124,132 | 3,289,233 | ||||||
Net income (loss) | (4,551,866) | [1] | $ (5,769,143) | 1,539,806 | [1] | $ (3,999,560) | (10,321,009) | (2,459,754) | (12,875,313) | (19,483,138) | ||
Total Assets | 142,610,925 | 142,610,925 | 145,632,214 | 134,623,850 | ||||||||
Goodwill | 22,680,084 | 22,680,084 | 22,680,084 | 22,680,084 | ||||||||
Accounts receivable, net | 16,628,748 | 16,628,748 | 17,139,944 | 11,875,176 | ||||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) from operations | (10,755,784) | (22,122,359) | ||||||||||
Depreciation and amortization | 6,174,538 | $ 4,154,359 | ||||||||||
All Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 1,176,325 | 673,735 | 2,447,472 | 1,559,718 | ||||||||
Gross profit | 398,676 | 293,225 | 772,244 | 646,699 | ||||||||
Income (loss) from operations | (3,788,794) | (2,587,090) | (7,143,755) | (5,012,709) | ||||||||
Depreciation and amortization | 317,255 | 277,280 | 595,968 | 554,721 | ||||||||
Interest Expenses | 600,494 | 534,018 | 1,087,498 | 829,747 | ||||||||
Net income (loss) | (4,191,979) | (3,167,735) | (7,666,677) | (5,508,728) | ||||||||
Total Assets | 15,619,649 | 15,619,649 | 15,118,622 | |||||||||
Goodwill | 1,913,310 | 1,913,310 | 1,913,310 | |||||||||
Accounts receivable, net | 758,324 | 758,324 | 811,776 | |||||||||
A4 Construction Services - MSM Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 3,550,392 | 5,326,296 | 7,363,532 | 9,093,686 | ||||||||
Gross profit | 549,807 | 191,788 | 781,695 | 655,594 | ||||||||
Income (loss) from operations | (150,608) | (152,882) | (555,021) | (468,580) | ||||||||
Depreciation and amortization | 178,665 | 171,342 | 352,963 | 337,746 | ||||||||
Interest Expenses | 98,163 | 124,220 | 211,873 | 227,245 | ||||||||
Net income (loss) | (248,771) | (276,934) | (729,371) | (639,301) | ||||||||
Total Assets | 10,675,363 | 10,675,363 | 11,309,049 | |||||||||
Goodwill | 113,592 | 113,592 | 113,592 | |||||||||
Accounts receivable, net | 4,373,429 | 4,373,429 | 5,188,521 | |||||||||
A4 Construction Services - Excel Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 110,494 | 342,963 | 443,358 | 631,777 | ||||||||
Gross profit | (373,950) | (26,468) | (523,958) | (125,442) | ||||||||
Income (loss) from operations | (578,989) | (238,956) | (1,011,070) | (558,946) | ||||||||
Depreciation and amortization | 67,524 | 132,917 | 135,049 | 132,917 | ||||||||
Interest Expenses | 60,196 | 61,643 | 120,766 | 123,628 | ||||||||
Net income (loss) | (639,185) | (300,599) | (1,131,836) | (682,574) | ||||||||
Total Assets | 3,334,543 | 3,334,543 | 3,359,818 | |||||||||
Goodwill | 0 | 0 | 0 | |||||||||
Accounts receivable, net | 386,429 | 386,429 | 288,243 | |||||||||
A4 Manufacturing - QCA Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 5,319,687 | 4,241,382 | 9,511,330 | 8,560,242 | ||||||||
Gross profit | 1,786,189 | 1,149,049 | 2,683,904 | 2,176,233 | ||||||||
Income (loss) from operations | 446,516 | 270,804 | 465,613 | 685,252 | ||||||||
Depreciation and amortization | 113,673 | 108,304 | 230,552 | 208,783 | ||||||||
Interest Expenses | 171,005 | 87,601 | 334,650 | 123,890 | ||||||||
Net income (loss) | 275,944 | 161,763 | 131,757 | 535,630 | ||||||||
Total Assets | 20,550,261 | 20,550,261 | 20,988,492 | |||||||||
Goodwill | 1,963,761 | 1,963,761 | 1,963,761 | |||||||||
Accounts receivable, net | 2,768,483 | 2,768,483 | 3,867,141 | |||||||||
A4 Manufacturing - Alt Labs Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 6,787,129 | 2,958,885 | 11,014,043 | 6,783,023 | ||||||||
Gross profit | 1,778,676 | 857,997 | 2,727,428 | 1,759,476 | ||||||||
Income (loss) from operations | 181,351 | 5,190,788 | (377,774) | 4,203,305 | ||||||||
Depreciation and amortization | 225,654 | 253,948 | 434,208 | 560,983 | ||||||||
Interest Expenses | 84,979 | 94,561 | 149,659 | 151,677 | ||||||||
Net income (loss) | 178,697 | 5,298,191 | (480,059) | 4,186,729 | ||||||||
Total Assets | 28,335,277 | 28,335,277 | 26,636,905 | |||||||||
Goodwill | 4,410,564 | 4,410,564 | 4,410,564 | |||||||||
Accounts receivable, net | 2,458,636 | 2,458,636 | 1,833,502 | |||||||||
A4 Defense - TDI Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 2,413,363 | 2,472,207 | 5,383,450 | 5,160,188 | ||||||||
Gross profit | 944,550 | 1,285,732 | 1,561,132 | 2,128,921 | ||||||||
Income (loss) from operations | 829,235 | 783,704 | 1,010,769 | 1,206,844 | ||||||||
Depreciation and amortization | 72,433 | 72,090 | 144,866 | 144,180 | ||||||||
Interest Expenses | 16,598 | 0 | 33,945 | 0 | ||||||||
Net income (loss) | 837,719 | 783,704 | 1,001,906 | 1,206,844 | ||||||||
Total Assets | 13,663,378 | 13,663,378 | 13,497,381 | |||||||||
Goodwill | 6,426,786 | 6,426,786 | 6,426,786 | |||||||||
Accounts receivable, net | 2,207,665 | 2,207,665 | 1,905,314 | |||||||||
A4 Technologies - RCA Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 8,538,620 | 8,910,276 | 15,992,043 | 18,147,535 | ||||||||
Gross profit | 2,752,026 | 2,159,923 | 5,126,204 | 4,344,251 | ||||||||
Income (loss) from operations | 944,686 | 193,377 | 1,420,550 | 759,667 | ||||||||
Depreciation and amortization | 244,805 | 170,053 | 489,609 | 340,099 | ||||||||
Interest Expenses | 71,896 | 60,431 | 157,852 | 115,248 | ||||||||
Net income (loss) | 872,790 | 132,946 | 1,262,698 | 644,419 | ||||||||
Total Assets | 24,753,925 | 24,753,925 | 27,191,977 | |||||||||
Goodwill | 1,355,728 | 1,355,728 | 1,355,728 | |||||||||
Accounts receivable, net | 3,669,480 | 3,669,480 | 3,232,559 | |||||||||
A4 Technologies - Elecjet Sgement | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 121,845 | 345,382 | 224,340 | 902,111 | ||||||||
Gross profit | (53,000) | 249,297 | (126,809) | 187,268 | ||||||||
Income (loss) from operations | (222,275) | (268,554) | (467,696) | (572,900) | ||||||||
Depreciation and amortization | 105,668 | 103,633 | 211,334 | 205,133 | ||||||||
Interest Expenses | 0 | 0 | 0 | 0 | ||||||||
Net income (loss) | (222,275) | (272,099) | (467,696) | (576,445) | ||||||||
Total Assets | 12,787,943 | 12,787,943 | 12,897,440 | |||||||||
Goodwill | 6,496,343 | 6,496,343 | 6,496,343 | |||||||||
Accounts receivable, net | 6,302 | 6,302 | 12,888 | |||||||||
A4 Aerospace - Vayu Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net | 4,171 | 0 | 4,171 | 25,000 | ||||||||
Gross profit | 4,116 | 0 | 1,706 | 25,000 | ||||||||
Income (loss) from operations | (1,380,016) | (819,431) | (2,200,983) | (1,626,328) | ||||||||
Depreciation and amortization | 259,679 | 259,225 | 518,590 | 533,894 | ||||||||
Interest Expenses | 5,414 | 0 | 11,372 | 0 | ||||||||
Net income (loss) | (1,414,806) | $ (819,431) | (2,241,731) | $ (1,626,328) | ||||||||
Total Assets | 12,890,586 | 12,890,586 | 14,632,530 | |||||||||
Goodwill | 0 | 0 | 0 | |||||||||
Accounts receivable, net | $ 0 | $ 0 | $ 0 | |||||||||
[1]Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 6, Stockholders' Equity for details. |
Commitment and Contingencies -1
Commitment and Contingencies -10Q (Details) | 1 Months Ended | ||||||||||||||||||
Dec. 01, 2024 USD ($) | Dec. 01, 2023 USD ($) | Oct. 31, 2023 USD ($) | Aug. 11, 2023 shares | Aug. 03, 2023 USD ($) | Jan. 19, 2022 lawsuit | Nov. 28, 2021 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 complaint | Oct. 31, 2021 lawsuit | Oct. 31, 2021 shares | Aug. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) | |
Other Commitments [Line Items] | |||||||||||||||||||
2023 | $ 66,626 | $ 66,626 | |||||||||||||||||
2024 | 59,964 | 59,964 | |||||||||||||||||
Loss contingency, damages sought, value | $ 610,000 | $ 100,000 | $ 500,000 | $ 2,300,000 | $ 213,000 | ||||||||||||||
Horizon Well Testing Case | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Damages paid value | $ 3,300,000 | ||||||||||||||||||
Loss contingency interest rate (as a percent) | 8% | ||||||||||||||||||
Daily late charge | 575 | ||||||||||||||||||
Loss contingency, damages sought, value | $ 3,300,000 | ||||||||||||||||||
Horizon Well Testing Case | Forecast | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Damages paid value | $ 900,000 | $ 2,000,000 | |||||||||||||||||
Note payable | $ 1,800,000 | ||||||||||||||||||
Monthly note payable payment | $ 75,000 | ||||||||||||||||||
Horizon Well Testing Case | Subsequent Event | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Damages paid value | $ 100,000 | ||||||||||||||||||
Number of shares settled (in shares) | shares | 250,000 | ||||||||||||||||||
Complaints In Discount Court of Oklahoma Country State of Oklahoma | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Loss contingency, number of claims | 3 | 3 | 3 | ||||||||||||||||
Complaints In Discount Court of Oklahoma Country State of Oklahoma | Settled Litigation | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Number of shares settled (in shares) | shares | 37,500 | 4,688 | |||||||||||||||||
Litigation settlement amount | $ 24,375 | $ 24,375 | |||||||||||||||||
Licensing Agreement | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Royalty fee | 2.50% | ||||||||||||||||||
Minimum annual payment, reminder of fiscal year | 550,000 | ||||||||||||||||||
Minimum annual payment, year one | $ 420,000 | 600,000 | |||||||||||||||||
Minimum annual payment, year two | 420,000 | 620,000 | |||||||||||||||||
Minimum annual payment, year three | 440,000 | 660,000 | |||||||||||||||||
Minimum annual payment, year four | $ 460,000 | $ 700,000 | |||||||||||||||||
Licensing Agreement | Minimum | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Royalty fee | 2.50% | ||||||||||||||||||
Licensing Agreement | Maximum | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Royalty fee | 3.50% | ||||||||||||||||||
Royalty Agreements | |||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||
Payment as a percentage of net sales | 1.50% | ||||||||||||||||||
Royalty agreement, term | 10 years | ||||||||||||||||||
Total royalty payment | $ 50,000,000 |
Subsequent Events -10Q (Details
Subsequent Events -10Q (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||
Dec. 01, 2024 | Dec. 01, 2023 | Oct. 31, 2023 | Aug. 11, 2023 | Aug. 03, 2023 | Aug. 31, 2020 | Jul. 31, 2023 | |
Subsequent Event | Purchase Order, G1 MKIII Fixed Wing UAV | |||||||
Subsequent Event [Line Items] | |||||||
Total royalty payment | $ 5,250 | ||||||
Down payment percentage | 10% | ||||||
Horizon Well Testing Case | |||||||
Subsequent Event [Line Items] | |||||||
Damages paid value | $ 3,300 | ||||||
Horizon Well Testing Case | Forecast | |||||||
Subsequent Event [Line Items] | |||||||
Damages paid value | $ 900 | $ 2,000 | |||||
Note payable | $ 1,800 | ||||||
Monthly note payable payment | $ 75 | ||||||
Horizon Well Testing Case | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Damages paid value | $ 100 | ||||||
Number of shares settled (in shares) | 250,000 |