Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40261 | |
Entity Registrant Name | MECHANICAL TECHNOLOGY INC | |
Entity Central Index Key | 0000064463 | |
Entity Tax Identification Number | 14-1462255 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 325 Washington Avenue Extension | |
Entity Address, City or Town | Albany | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12205 | |
City Area Code | 518 | |
Local Phone Number | 218-2550 | |
Title of 12(b) Security | Common Stock ($0.001 par value) | |
Trading Symbol | MKTY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,699,670 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 12,096,000 | $ 2,630,000 |
Accounts receivable | 780,000 | 975,000 |
Inventories | 1,187,000 | 828,000 |
Prepaid expenses and other current assets | 6,499,000 | 346,000 |
Total Current Assets | 20,562,000 | 4,779,000 |
Other assets | 311,000 | 309,000 |
Deferred income taxes, net | 759,000 | 759,000 |
Equity investment | 750,000 | 750,000 |
Property, plant and equipment, net | 2,132,000 | 847,000 |
Operating lease right-of-use assets | 1,045,000 | 1,203,000 |
Total Assets | 25,559,000 | 8,647,000 |
Current Liabilities: | ||
Accounts payable | 2,009,000 | 300,000 |
Accrued liabilities | 1,375,000 | 1,019,000 |
Operating lease liability | 327,000 | 316,000 |
Income taxes payable | 2,000 | 2,000 |
Total Current Liabilities | 3,713,000 | 1,637,000 |
Other liabilities | 264,000 | 203,000 |
Operating lease liability | 725,000 | 891,000 |
Total Liabilities | 4,702,000 | 2,731,000 |
Stockholders’ Equity: | ||
Common stock, par value $0.001 per share, authorized 75,000,000; 13,715,163 issued and outstanding as of June 30, 2021 and 10,750,100 issued and outstanding as of December 31, 2020 | 14,000 | 11,000 |
Additional paid-in capital | 154,240,000 | 137,462,000 |
Accumulated deficit | (119,633,000) | (117,793,000) |
Common stock in treasury, at cost, 1,015,493 shares in both 2021 and 2020 | (13,764,000) | (13,764,000) |
Total Stockholders’ Equity | 20,857,000 | 5,916,000 |
Total Liabilities and Stockholders’ Equity | $ 25,559,000 | $ 8,647,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 13,715,163 | 10,750,100 |
Common Stock, shares outstanding | 13,715,163 | 10,750,100 |
Treasury stock, shares | 1,015,493 | 1,015,493 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total revenue | $ 3,304 | $ 2,440 | $ 5,636 | $ 4,023 |
Operating costs and expenses: | ||||
Cost of product revenue | 502 | 631 | 954 | 1,159 |
Cost of cryptocurrency revenue | 545 | 0 | 873 | 0 |
Research and product development expenses | 406 | 362 | 792 | 764 |
Selling, general and administrative expenses | 3,030 | 847 | 4,867 | 1,642 |
Operating (loss) income | (1,179) | 600 | (1,850) | 458 |
Other income, net | 8 | 2 | 13 | 4 |
(Loss) income before income taxes | (1,171) | 602 | (1,837) | 462 |
Income tax (expense) benefit | (3) | 0 | (3) | 3 |
Net (loss) income | $ (1,174) | $ 602 | $ (1,840) | $ 465 |
Net loss per share (Basic) | $ (0.10) | $ 0.06 | $ (0.17) | $ 0.05 |
Net loss per share (Diluted) | $ (0.10) | $ 0.06 | $ (0.17) | $ 0.05 |
Weighted average shares outstanding (Basic) | 11,709,851 | 9,570,677 | 10,758,641 | 9,570,677 |
Weighted average shares outstanding (Diluted) | 11,709,851 | 9,651,615 | 10,758,641 | 9,655,514 |
Product Revenue [Member] | ||||
Total revenue | $ 1,647 | $ 2,390 | $ 2,984 | $ 3,973 |
Cryptocurrency Revenue [Member] | ||||
Total revenue | $ 1,657 | $ 50 | $ 2,652 | $ 50 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
March 31, 2020 at Dec. 31, 2019 | $ 10 | $ 137,326 | $ (119,739) | $ (13,764) | $ 3,833 |
Beginning Balance (in shares) at Dec. 31, 2019 | 10,586,170 | 1,015,493 | |||
Net income | (137) | (137) | |||
Stock based compensation | 12 | 12 | |||
Ending Balance (in shares) at Mar. 31, 2020 | 10,586,170 | 1,015,493 | |||
June 30, 2020 at Mar. 31, 2020 | $ 10 | 137,338 | (119,876) | $ (13,764) | 3,708 |
March 31, 2020 at Dec. 31, 2019 | $ 10 | 137,326 | (119,739) | $ (13,764) | 3,833 |
Beginning Balance (in shares) at Dec. 31, 2019 | 10,586,170 | 1,015,493 | |||
Net income | 465 | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 10,586,170 | 1,015,493 | |||
June 30, 2020 at Jun. 30, 2020 | $ 10 | 137,350 | (119,274) | $ (13,764) | 5,840 |
March 31, 2020 at Mar. 31, 2020 | $ 10 | 137,338 | (119,876) | $ (13,764) | 3,708 |
Beginning Balance (in shares) at Mar. 31, 2020 | 10,586,170 | 1,015,493 | |||
Net income | 602 | 602 | |||
Stock based compensation | 12 | 12 | |||
Ending Balance (in shares) at Jun. 30, 2020 | 10,586,170 | 1,015,493 | |||
June 30, 2020 at Jun. 30, 2020 | $ 10 | 137,350 | (119,274) | $ (13,764) | 5,840 |
March 31, 2020 at Dec. 31, 2020 | $ 11 | 137,462 | (117,793) | $ (13,764) | 5,916 |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,750,100 | 1,015,493 | |||
Net income | (666) | (666) | |||
Stock based compensation | 34 | 34 | |||
Issuance of shares – option exercises | 62 | 62 | |||
Issuance of shares - stock offering (in shares) | 77,250 | ||||
Issuance of shares – restricted stock | 49 | 49 | |||
Issuance of shares - restricted stock (in shares) | 57,500 | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 10,884,850 | 1,015,493 | |||
June 30, 2020 at Mar. 31, 2021 | $ 11 | 137,607 | (118,459) | $ (13,764) | 5,395 |
March 31, 2020 at Dec. 31, 2020 | $ 11 | 137,462 | (117,793) | $ (13,764) | 5,916 |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,750,100 | 1,015,493 | |||
Net income | (1,840) | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 13,715,163 | 1,015,493 | |||
June 30, 2020 at Jun. 30, 2021 | $ 14 | 154,240 | (119,633) | $ (13,764) | 20,857 |
March 31, 2020 at Mar. 31, 2021 | $ 11 | 137,607 | (118,459) | $ (13,764) | 5,395 |
Beginning Balance (in shares) at Mar. 31, 2021 | 10,884,850 | 1,015,493 | |||
Net income | (1,174) | (1,174) | |||
Stock based compensation | 1,005 | 1,005 | |||
Issuance of shares – stock offering | $ 3 | 15,400 | 15,403 | ||
Issuance of shares - stock offering (in shares) | 2,782.258 | ||||
Issuance of shares – option exercises | 21 | 21 | |||
Issuance of shares - stock offering (in shares) | 27,650 | ||||
Issuance of shares – restricted stock | 207 | 207 | |||
Issuance of shares - restricted stock (in shares) | 20,405 | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 13,715,163 | 1,015,493 | |||
June 30, 2020 at Jun. 30, 2021 | $ 14 | $ 154,240 | $ (119,633) | $ (13,764) | $ 20,857 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities | ||
Net (Loss) income | $ (1,840) | $ 465 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 258 | 53 |
Stock based compensation | 1,039 | 24 |
Consultant stock compensation | 49 | |
Provision (recovery) for excess and obsolete inventories | (20) | |
Loss on disposal of equipment | 3 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 195 | (511) |
Inventories | (339) | (498) |
Prepaid expenses and other current assets | (6,487) | (32) |
Other long-term assets | (2) | (289) |
Accounts payable | 1,689 | 395 |
Operating lease, net | 4 | |
Other liabilities | 61 | 203 |
Accrued liabilities | 356 | 126 |
Net cash used in operating activities | (5,037) | (61) |
Investing Activities | ||
Purchases of equipment | (1,336) | (348) |
Purchase of stock in equity investment | (750) | |
Net cash used in investing activities | (1,336) | (1,098) |
Financing Activities | ||
Proceeds from equity offering | 17,250 | 0 |
Costs of equity offering | (1,495) | 0 |
Proceeds from stock option exercises | 84 | 0 |
Net cash provided by financing activities | 15,839 | 0 |
Increase (decrease) in cash | 9,466 | (1,159) |
Cash – beginning of period | 2,630 | 2,510 |
Cash – end of period | 12,096 | 1,351 |
Supplemental Disclosure of Cash Flow Information | ||
Purchase of miner equipment using restricted stock | (207) | |
Registration statement fees in prepaids and accounts payable | $ 352 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Description of Business Mechanical Technology, Incorporated (“MTI” or “the Company”), was incorporated in Nevada on March 24, 2021, and is the successor to Mechanical Technology, Inc., which was incorporated in the State of New York in 1961, as a result of a merger which became effective on March 29, 2021, and is headquartered in Albany, New York. The Company conducts two core businesses through its wholly-owned subsidiaries MTI Instruments, Inc. (“MTI Instruments”), which designs, manufactures and markets its products also at the Albany, New York location, and EcoChain, Inc. (“EcoChain”), which is engaged in cryptocurrency mining powered by renewable energy. MTI Instruments was incorporated in New York on March 8, 2000 and is a supplier of vibration measurement and balancing systems, precision linear displacement solutions, and wafer inspection tools. MTI Instruments products consist of engine vibration analysis systems for both military and commercial aircraft and electronic gauging instruments for position, displacement and vibration application within the industrial manufacturing markets, as well as in the research, design and process development markets. These systems, tools and solutions are developed for markets and applications that require consistent operation of complex machinery and the precise measurements and control of products, processes, the development and implementation of automated manufacturing and assembly. EcoChain was incorporated in Delaware on January 8, 2020. EcoChain has established a new business line focused on cryptocurrency mining and the blockchain ecosystem. In connection with the creation of the new business line, EcoChain has established a cryptocurrency mining facility that integrates with the cryptocurrency blockchain network in Washington State. EcoChain focuses on sites that can be powered by renewable energy sources. In connection with the establishment of the EcoChain business, MTI purchased Class A Preferred Shares of Soluna Technologies, Ltd. (“Soluna”), a Canadian company that develops vertically-integrated, utility-scale computing facilities focused on cryptocurrency mining and cutting-edge blockchain applications. On April 29, 2021, the Company closed a public securities offering (the “April Offering”), pursuant to which the Company issued and sold 2,419,355 604,839 15,000,001 7.0 1,050,000 13,725,001 362,903 90,726 2,250,000 7.0 157,500 2,029,999 15,755,000 8.24 five years On May 4, 2021, EcoChain Block, LLC, a Delaware limited liability company (“ECB”), a wholly-owned subsidiary of EcoChain, executed a 25 ECB has agreed to pay rent to the landlord of $500,000 on the effective date of the Building Lease (such date, the “Building Commencement Date”) and the sum of $4,000,000 in periodic payments We are required to issue to the landlord 100,000 On June 24, 2021, the Company and American Stock Transfer & Trust Company, LLC entered into Amendment No. 2 to Rights Agreement (the “Amendment”) to a Rights Agreement, dated as of October 6, 2016, which was amended by Amendment No. 1 to Rights Agreement, dated as of October 20, 2016 (collectively, the “Rights Agreement”), pursuant to which, with the approval of the Board, the Final Expiration Date (as such term is defined in the Rights Agreement) was amended and accelerated from October 26, 2026 to June 24, 2021, and, as a result, the Rights Agreement was terminated effective as of June 24, 2021. As a result of the termination of the Rights Agreement, certain stockholders of the Company, who, pursuant to the terms of the Rights Agreement, held certain rights entitling them, under certain circumstances, to be issued additional shares of our common stock in the event we issued shares of our common stock to any other person resulting in such person acquiring beneficial ownership of 4.99% or more of our outstanding shares of common stock, are no longer entitled to such rights. These rights were established in an effort to protect our ability to use our net operating loss carryforwards (“NOLs”). The Board, in connection with its authorization and approval of the Amendment, determined that keeping the Rights Agreement in effect was placing undue restrictions on our ability to raise capital, which it determined outweighed any benefits provided to protect the NOLs. Liquidity The Company has historically incurred significant losses primarily due to its past efforts to fund direct methanol fuel cell product development and commercialization programs and had a consolidated accumulated deficit of approximately $ 119.6 million 16.8 million 8.3 million 12.0 million Based on recent business developments, including changes in production levels, staffing requirements, and network infrastructure improvements, the Company will require additional capital equipment in the foreseeable future. With respect to MTI and MTI Instruments, the Company expects to spend a total of approximately $300 thousand on computer equipment and software and $1.6 million on research and development during 2021. As the Company has done historically, the Company expects to finance these expenditures and continue funding of MTI’s and MTI Instruments’ operations from the Company’s current cash position and the Company’s projected 2021 cash flows. If necessary, the Company may also seek to supplement its resources by increasing credit facilities to fund operational working capital and capital expenditure requirements. With respect to EcoChain, the Company expects to fund growth (additional cryptocurrency mining facilities and miners) through capital raise activities to the extent that the Company can successfully raise capital through additional securities sales. Any additional financing, if required, may not be available to the Company on acceptable terms or at all. While it cannot be assured, management believes that, due in part to the Company’s current working capital level and projected cash requirements for operations and capital expenditures, its current available cash of approximately $ 12.0 million |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation In the opinion of management, the Company’s condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America’s Generally Accepted Accounting Principles (“U.S. GAAP”). The results of operations for the interim periods presented are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“the Annual Report”). The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2021 and June 30, 2020. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MTI Instruments and EcoChain. All intercompany balances and transactions are eliminated in consolidation. Change in Par Value Unless otherwise noted, all capital values, share and per share amounts in the condensed consolidated financial statements have been retroactively restated for the effects of the Company’s change in par value from $ 0.01 0.001 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivables consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 U.S. and State Government $ 53 $ 2 Commercial 638 909 Other 89 64 Total $ 780 $ 975 For the three months ended June 30, 2021 and 2020, the largest commercial customer represented 14.2 7.1 35.5 65.8 12.7 9.6 27.3 42.3 16.4 15.9 6.8 0.3 The Company's allowance for doubtful accounts was $ 0 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 Finished goods $ 570 $ 371 Work in process 263 139 Raw materials 354 318 Total $ 1,187 $ 828 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 Land $ 52 $ — Leasehold improvements 262 262 Computers and related software 2,639 1,603 Machinery and equipment 902 885 Office furniture and fixtures 39 38 Construction in progress 437 — 4,331 2,788 Less: Accumulated depreciation 2,199 1,941 $ 2,132 $ 847 Depreciation expense was $ 165 31 258 53 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes During the three and six months ended June 30, 2021, the Company’s effective income tax rate was 0.0 21 3 0 3 The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance. In addition, the Company’s assessment requires us to schedule future taxable income in accordance with accounting standards that address income taxes to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment. The Company believes that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate because judgment is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. The Company based the estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust the recorded valuation allowance, which could materially impact our financial position and results of operations. The valuation allowance was $ 10.2 9.7 |
Stockholders
Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders | 7. Stockholders Common Stock The Company has one class of common stock, par value $ 0.001 12,699,670 9,734,607 Dividends Dividends are recorded when declared by the Company’s Board of Directors. There were no dividends declared or paid during 2020 or 2021. Reservation of Shares The Company had reserved shares of common stock for future issuance as follows as of June 30, 2021: Stock options outstanding 1,010,050 Restricted stock units outstanding 15,000 Common stock available for future equity awards or issuance of options 692.616 Number of common shares reserved 1,717,666 Income (Loss) per Share The Company computes basic income (loss) per common share by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per share reflects the potential dilution, if any, computed by dividing income (loss) by the combination of dilutive common stock equivalents, comprised of shares issuable under outstanding investment rights, warrants and the Company’s stock-based compensation plans, and the weighted average number of shares of common stock outstanding during the reporting period. Dilutive common stock equivalents include the dilutive effect of in-the-money stock options, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of a stock option and the amount of compensation cost, if any, for future service that the Company has not yet recognized are assumed to be used to repurchase shares in the current period. Not included in the computation of earnings per share, assuming dilution, for the three months ended June 30, 2021, were options to purchase 658,550 15,000 1,010,050 15,000 Not included in the computation of earnings per share, assuming dilution, for the three months ended June 30, 2020, were options to purchase 491,430 491,430 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments: Leases The Company determines whether an arrangement is a lease at inception. The Company and its subsidiaries have operating leases for certain manufacturing, laboratory, office facilities and certain equipment. The leases have remaining lease terms of less than one five Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and six months ended June 30, total lease costs are comprised of the following: (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 93 $ 66 $ 187 $ 121 Short-term lease cost — 2 — 2 Total net lease cost $ 93 $ 68 $ 187 $ 123 Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases. Other information related to leases was as follows: Six Months Ended June 30, 2021 Weighted Average Remaining Lease Term (in years): Operating leases 3.64 Weighted Average Discount Rate: Operating leases 5.51 % (Dollars in thousands) Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Supplemental Cash Flows Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 187 $ 121 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 387 Maturities of noncancellable operating lease liabilitie (Dollars in thousands) 2021 2021 $ 374 2022 376 2023 290 2024 103 2025 — Total lease payments 1,143 Less: imputed interest (91 ) Total lease obligations 1,052 Less: current obligations (327 ) Long-term lease obligations $ 725 As of June 30, 2021, except for the ground lease entered into as described in Note 1, there were no additional operating lease commitments that had not yet commenced. Warranties Product warranty liabilities are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. Below is a reconciliation of changes in product warranty liabilities: (Dollars in thousands) Six Months Ended 2021 2020 Balance, January 1 $ 22 $ 16 Accruals for warranties issued 8 10 Accruals for pre-existing warranties — — Settlements made (in cash or in kind) (4 ) (3 ) Balance, end of period $ 26 $ 23 Contingencies: Legal We are subject to legal proceedings, claims and liabilities which arise in the ordinary course of business. When applicable, we accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred. The Company has been named as a party in the December 19, 2019 United States Environmental Protection Agency (“EPA”) Demand Letter regarding the Malta Rocket Fuel Area Superfund Site (“Site”) located in Malta and Stillwater, New York in connection with an alleged release of hazardous materials into the environment. The EPA is seeking reimbursement of response costs from all named parties in the amount of approximately $ 358 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions MeOH Power, Inc. On December 18, 2013, MeOH Power, Inc. and the Company executed a Senior Demand Promissory Note (the “Note”) in the amount of $ 380 325 321 Legal Services During the three and six months ended June 30, 2021, the Company incurred $ 7 15 19 77 Soluna Transactions On January 8, 2020, the Company formed EcoChain as a wholly-owned subsidiary to pursue a new business line focused on cryptocurrency and the blockchain ecosystem. In connection with this new business line, EcoChain established a facility to mine cryptocurrencies and integrate with the blockchain network. Pursuant to an Operating and Management Agreement dated January 13, 2020, by and between EcoChain and Soluna Technologies, Ltd. (“Soluna”), a Canadian company that develops vertically-integrated, utility-scale computing facilities focused on cryptocurrency mining and cutting-edge blockchain applications, Soluna assisted the Company, and later EcoChain, in developing, and is now operating, the cryptocurrency mining facility. The Operating and Management Agreement requires, among other things, that Soluna provide developmental and operational services, as directed by EcoChain, with respect to the cryptocurrency mining facility in exchange for EcoChain’s payment to Soluna of a one-time management fee of $ 65 118 On November 19, 2020, EcoChain and Soluna entered into a second Operating and Management Agreement related to a potential location for a cryptocurrency mine in the Southeast United States. In accordance with the terms of the agreement, which are consistent with the first Operating and Management agreement noted above, Soluna is entitled to ongoing success payments of 20.0% of the earnings before interest, taxes, depreciation and amortization of the mine. EcoChain paid Soluna $ 150 100 On December 1, 2020, EcoChain and Soluna entered into a third Operating and Management Agreement with respect to a potential location for a cryptocurrency mine in the Southwestern United States. In accordance with the terms of the agreement, which are consistent with the first Operating and Management agreement noted above, Soluna is entitled to ongoing success payments of 20.0 38,000 in relation to the one-time fees; this target location did not meet the business requirements to continue pursuing the potential acquisition, and as a result EcoChain will not make any further payments to Soluna under this agreement. On February 8, 2021, EcoChain and Soluna entered into a fourth Operating and Management Agreement related to a potential location for a cryptocurrency mine in the Southeast United States. In accordance with the terms of the agreement, which are consistent with the first Operating and Management agreement noted above, Soluna is entitled to ongoing success payments of 20.0% of the earnings before interest, taxes, depreciation and amortization of the mine. EcoChain paid Soluna $ 70 Each Operating and Management Agreement requires that Soluna provide project sourcing services to EcoChain, including acquisition negotiations and establishing an operating model, investments/financing timeline, and project development path. Simultaneously with entering into the initial Operating and Management Agreement with Soluna, the Company, pursuant to a purchase agreement it entered into with Soluna, made a strategic investment in Soluna by purchasing 158,730 500 79,365 250 Several of Soluna’s equityholders are affiliated with Brookstone Partners, the investment firm that holds an equity interest in the Company through Brookstone Partners Acquisition XXIV, LLC. The Company’s two Brookstone-affiliated directors also serve as directors and, in one case, as an officer, of Soluna and also have ownership interest in Soluna. In light of these relationships, the various transactions by and between the Company and EcoChain, on the one hand, and Soluna, on the other hand, were negotiated on behalf of the Company and EcoChain via an independent investment committee of Board and separate legal representation. The transactions were subsequently unanimously approved by both the independent investment committee and the full Board. Three of the Company’s directors have various affiliations with Soluna. Michael Toporek, our Chief Executive Officer and a director, owns (i) 90% of the equity of Soluna Technologies Investment I, LLC, which owns 58.8% of Soluna and (ii) 100% of the equity of MJT Park Investors, Inc., which owns 3.1% of Soluna, in each case on a fully-diluted basis. Mr. Toporek does not own directly, or indirectly, any equity interest in Tera Joule, LLC, which owns 8.4% of Soluna; however, as a result of his 100% ownership of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in Soluna. In addition, one of the Company’s directors, Matthew E. Lipman, serves as a director and as acting Secretary and Treasurer of Soluna. Mr. Lipman does not directly own any equity interest in Tera Joule, LLC, which owns 8.4% of Soluna; however, as a result of his position as a director and officer of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in Soluna. Finally, the Company’s director William P. Phelan serves as an observer on Soluna’s board of directors on behalf of the Company.As a result, the approximate dollar value of the amount of Mr. Toporek's and Mr. Lipman's interest in the Company's transactions with Soluna through June 30, 2021, were $ 98 0 The Company’s investment in Soluna is carried at the cost of investment and was $ 750 1.83 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 10. Stock Based Compensation 2021 Plan The Company’s 2021 Stock Incentive Plan (the “2021 Plan”) was adopted by the Board on February 12, 2021 and approved by the stockholders on March 25, 2021. The 2021 Plan authorizes the Company to issue shares of common stock upon the exercise of stock options, the grant of restricted stock awards, and the conversion of restricted stock units (collectively, the "Awards"). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan. Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan (i) pursuant to the exercise of stock options, (ii) as restricted stock, and (iii) as available pursuant to restricted stock units shall be limited to (A) during the Company's fiscal year ending December 31, 2021, 1,460,191 shares of common stock, and (B) beginning with the Company's fiscal year ending December 31, 2022, 15% of the number of shares of common stock outstanding. Subject to certain adjustments as provided in the 2021 Plan, During the three months ended June 30, 2021, the Company granted options to purchase 686,200 186,200 7.52 10 500,000 4.86 During the six months ended June 30, 2021, the Company granted options to purchase 716,200 186,200 7.52 10 530,000 7.08 5.04 During the six months ended June 30, 2021, the Company awarded 47,500 11.10 During the six months ended June 30, 2021, the Company awarded 15,000 11.10 |
Effect of Recent Accounting Upd
Effect of Recent Accounting Updates | 6 Months Ended |
Jun. 30, 2021 | |
Effect Of Recent Accounting Updates | |
Effect of Recent Accounting Updates | 11. Effect of Recent Accounting Updates Accounting Updates Not Yet Effective Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standard updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considered the applicability and impact of all ASUs. ASUs not mentioned below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In June 2016, the FASB issued ASU 2016-13 (Financial Instruments - Credit Losses (Topic 326)) and its subsequent amendments to the initial guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02, respectively (collectively, Topic 326). Topic 326 changes how entities will measure credit losses for most financial assets and certain other instruments that are not accounted for at fair value through net income. This standard replaces the existing incurred credit loss model and establishes a single credit loss framework based on a current expected credit loss model for financial assets carried at amortized cost, including loans and held-to- maturity debt securities. The current expected loss model requires an entity to estimate credit losses expected over the life of the credit exposure upon initial recognition of that exposure when the financial asset is originated or acquired, which will generally result in earlier recognition of credit losses. This standard also requires expanded credit quality disclosures. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. This standard also simplifies the accounting model for purchased credit-impaired debt securities and loans. This standard will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2018-19 clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASU 2019-04 clarifies that equity instruments without readily determinable fair values for which an entity has elected the measurement alternative should be remeasured to fair value as of the date that an observable transaction occurred. ASU 2019-05 Accounting Updates Recently Adopted by the Company On January 1, 2021, the Company adopted ASU 2019-12 (Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes). This standard removes exceptions to the general principles in Topic 740 for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. On January 1, 2021, the Company adopted ASU 2020-01 (Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)). This standard clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. This standard improves current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. There have been no other significant changes in the Company’s reported financial position or results of operations and cash flows as a result of its adoption of new accounting pronouncements or changes to its significant accounting policies that were disclosed in its consolidated financial statements for the fiscal year ended December 31, 2020. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company operates in two The accounting policies of the Test and Measurement Instrumentation and Cryptocurrency segments are similar to those described in the summary of significant accounting policies herein and in the Annual Report. The Company evaluates performance based on profit or loss from operations before income taxes, accounting changes, items management does not deem relevant to segment performance, and interest income and expense. Inter-segment sales and expenses are not significant. Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes corporate related items and items such as income taxes or unusual items, which are not allocated to reportable segments. In addition, segments’ non-cash items include any depreciation and amortization in reported profit or loss. (Dollars in thousands) Test and Measurement Instrumentation Cryptocurrency Other Condensed Consolidated Totals Three months ended June 30, 2021 Product revenue $ 1,647 $ — $ — $ 1,647 Cryptocurrency revenue — 1,657 — 1,657 Research and product development expenses 406 — — 406 Selling, general and administrative expenses 526 292 2,212 3,030 Segment profit / (loss) from operations before income taxes (270 ) 710 (1,611 ) (1,171 ) Segment profit / (loss) (270 ) 710 (1,614 ) (1,174 ) Total assets 2,636 3,883 19,040 25,559 Capital expenditures 13 1,229 — 1,242 Depreciation and amortization 17 149 — 166 Three months ended June 30, 2020 Product revenue $ 2,390 $ — $ — $ 2,390 Cryptocurrency revenue — 50 — 50 Research and product development expenses 362 — — 362 Selling, general and administrative expenses 437 109 301 847 Segment profit / (loss) from operations before income taxes 831 (73 ) (156 ) 602 Segment profit / (loss) 831 (73 ) (156 ) 602 Total assets 3,687 1,090 2,480 7,257 Capital expenditures 5 335 — 340 Depreciation and amortization 21 9 — 30 Six months ended June 30, 2021 Product revenue $ 2,984 $ — $ — $ 2,984 Cryptocurrency revenue — 2,652 — 2,652 Research and product development expenses 792 — — 792 Selling, general and administrative expenses 1,066 855 2,946 4,867 Segment profit / (loss) from operations before income taxes (672 ) 771 (1,936 ) (1,837 ) Segment profit / (loss) (672 ) 771 (1,939 ) (1,840 ) Total assets 2,636 3,883 19,040 25,559 Capital expenditures 18 1,525 — 1,543 Depreciation and amortization 34 224 — 258 Six months ended June 30, 2020 Product revenue $ 3,973 $ — $ — $ 3,973 Cryptocurrency revenue — 50 — 50 Research and product development expenses 764 — — 764 Selling, general and administrative expenses 853 180 609 1,642 Segment profit / (loss) from operations before income taxes 959 (144 ) (353 ) 462 Segment profit / (loss) 959 (144 ) (350 ) 465 Total assets 3,687 1,090 2,480 7,257 Capital expenditures 13 335 — 348 Depreciation and amortization 44 9 — 53 The following table presents the details of “Other” segment loss: (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Corporate and other (expenses) income: Salaries and Benefits $ (1,279 ) $ (119 ) $ (1,480 ) $ (240 ) Income tax (expense) benefit (3 ) — (3 ) 3 Other expense, net (332 ) (37 ) (456 ) (113 ) Total income (expense) $ (1,614 ) $ (156 ) $ (1,939 ) $ (350 ) |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | 13. Line of Credit On May 7, 2020, in connection with receipt of the $3.3 million United States Air Force delivery order, MTI Instruments obtained a $ 300 Prime +1% per annum no |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Management has evaluated all events and transactions that occurred subsequent to June 30, 2021 through the date of issuance of these condensed consolidated financial statements. During this period, the Company did not have any significant subsequent events. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts receivables consist of the following at: | Accounts receivables consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 U.S. and State Government $ 53 $ 2 Commercial 638 909 Other 89 64 Total $ 780 $ 975 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories consist of the following at: | Inventories consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 Finished goods $ 570 $ 371 Work in process 263 139 Raw materials 354 318 Total $ 1,187 $ 828 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment consist of the following at: | Property, plant and equipment consist of the following at: (Dollars in thousands) June 30, 2021 December 31, 2020 Land $ 52 $ — Leasehold improvements 262 262 Computers and related software 2,639 1,603 Machinery and equipment 902 885 Office furniture and fixtures 39 38 Construction in progress 437 — 4,331 2,788 Less: Accumulated depreciation 2,199 1,941 $ 2,132 $ 847 |
Stockholders (Tables)
Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
The Company had reserved shares of common stock for future issuance as follows as of June 30, 2021: | The Company had reserved shares of common stock for future issuance as follows as of June 30, 2021: Stock options outstanding 1,010,050 Restricted stock units outstanding 15,000 Common stock available for future equity awards or issuance of options 692.616 Number of common shares reserved 1,717,666 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and six months ended June 30, total lease costs are comprised of the following: | Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and six months ended June 30, total lease costs are comprised of the following: (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 93 $ 66 $ 187 $ 121 Short-term lease cost — 2 — 2 Total net lease cost $ 93 $ 68 $ 187 $ 123 |
Other information related to leases was as follows: | Other information related to leases was as follows: Six Months Ended June 30, 2021 Weighted Average Remaining Lease Term (in years): Operating leases 3.64 Weighted Average Discount Rate: Operating leases 5.51 % (Dollars in thousands) Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Supplemental Cash Flows Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 187 $ 121 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 387 |
Maturities of noncancellable operating lease liabilitie | Maturities of noncancellable operating lease liabilitie (Dollars in thousands) 2021 2021 $ 374 2022 376 2023 290 2024 103 2025 — Total lease payments 1,143 Less: imputed interest (91 ) Total lease obligations 1,052 Less: current obligations (327 ) Long-term lease obligations $ 725 |
Product warranty liabilities are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. Below is a reconciliation of changes in product warranty liabilities: | Product warranty liabilities are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. Below is a reconciliation of changes in product warranty liabilities: (Dollars in thousands) Six Months Ended 2021 2020 Balance, January 1 $ 22 $ 16 Accruals for warranties issued 8 10 Accruals for pre-existing warranties — — Settlements made (in cash or in kind) (4 ) (3 ) Balance, end of period $ 26 $ 23 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes corporate related items and items such as income taxes or unusual items, which are not allocated to reportable segments. In addition, segments’ non-cash items include any depreciation and amortization in reported profit or loss. | Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes corporate related items and items such as income taxes or unusual items, which are not allocated to reportable segments. In addition, segments’ non-cash items include any depreciation and amortization in reported profit or loss. (Dollars in thousands) Test and Measurement Instrumentation Cryptocurrency Other Condensed Consolidated Totals Three months ended June 30, 2021 Product revenue $ 1,647 $ — $ — $ 1,647 Cryptocurrency revenue — 1,657 — 1,657 Research and product development expenses 406 — — 406 Selling, general and administrative expenses 526 292 2,212 3,030 Segment profit / (loss) from operations before income taxes (270 ) 710 (1,611 ) (1,171 ) Segment profit / (loss) (270 ) 710 (1,614 ) (1,174 ) Total assets 2,636 3,883 19,040 25,559 Capital expenditures 13 1,229 — 1,242 Depreciation and amortization 17 149 — 166 Three months ended June 30, 2020 Product revenue $ 2,390 $ — $ — $ 2,390 Cryptocurrency revenue — 50 — 50 Research and product development expenses 362 — — 362 Selling, general and administrative expenses 437 109 301 847 Segment profit / (loss) from operations before income taxes 831 (73 ) (156 ) 602 Segment profit / (loss) 831 (73 ) (156 ) 602 Total assets 3,687 1,090 2,480 7,257 Capital expenditures 5 335 — 340 Depreciation and amortization 21 9 — 30 Six months ended June 30, 2021 Product revenue $ 2,984 $ — $ — $ 2,984 Cryptocurrency revenue — 2,652 — 2,652 Research and product development expenses 792 — — 792 Selling, general and administrative expenses 1,066 855 2,946 4,867 Segment profit / (loss) from operations before income taxes (672 ) 771 (1,936 ) (1,837 ) Segment profit / (loss) (672 ) 771 (1,939 ) (1,840 ) Total assets 2,636 3,883 19,040 25,559 Capital expenditures 18 1,525 — 1,543 Depreciation and amortization 34 224 — 258 Six months ended June 30, 2020 Product revenue $ 3,973 $ — $ — $ 3,973 Cryptocurrency revenue — 50 — 50 Research and product development expenses 764 — — 764 Selling, general and administrative expenses 853 180 609 1,642 Segment profit / (loss) from operations before income taxes 959 (144 ) (353 ) 462 Segment profit / (loss) 959 (144 ) (350 ) 465 Total assets 3,687 1,090 2,480 7,257 Capital expenditures 13 335 — 348 Depreciation and amortization 44 9 — 53 |
The following table presents the details of “Other” segment loss: | The following table presents the details of “Other” segment loss: (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Corporate and other (expenses) income: Salaries and Benefits $ (1,279 ) $ (119 ) $ (1,480 ) $ (240 ) Income tax (expense) benefit (3 ) — (3 ) 3 Other expense, net (332 ) (37 ) (456 ) (113 ) Total income (expense) $ (1,614 ) $ (156 ) $ (1,939 ) $ (350 ) |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | May 27, 2021 | May 04, 2021 | Apr. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Accumulated deficit | $ (119,633,000) | $ (119,633,000) | $ (117,793,000) | |||||
Working capital | 16,800,000 | 16,800,000 | ||||||
Capital expenditure | 8,300,000 | |||||||
Cash | $ 12,096,000 | $ 12,096,000 | $ 2,630,000 | $ 1,351,000 | $ 2,510,000 | |||
Eco Chain Block L L C [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued | 100,000 | |||||||
Lease period | 25 years | |||||||
Description of lease | ECB has agreed to pay rent to the landlord of $500,000 on the effective date of the Building Lease (such date, the “Building Commencement Date”) and the sum of $4,000,000 in periodic payments | |||||||
Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued | 2,782.258 | |||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross proceeds from initial public offering | $ 15,000,001 | |||||||
Percentage of underwriting discount | 7.00% | |||||||
Underwriting expenses | $ 1,050,000 | |||||||
Other offering expenses | $ 13,725,001 | |||||||
IPO [Member] | Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued | 362,903 | 2,419,355 | ||||||
Underwriting expenses | $ 157,500 | |||||||
Net Proceeds | $ 2,029,999 | |||||||
IPO [Member] | Common Stock [Member] | Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued | 90,726 | 604,839 | ||||||
Gross proceeds from initial public offering | $ 2,250,000 | |||||||
Percentage of underwriting discount | 7.00% | |||||||
Over-Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net Proceeds | $ 15,755,000 | |||||||
Over-Allotment Option [Member] | Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.24 | |||||||
Warrants and Rights Outstanding, Term | 5 years |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - $ / shares | Jun. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.01 | $ 0.001 |
Accounts receivables consist of
Accounts receivables consist of the following at: (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 780 | $ 975 |
US Treasury and Government [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 53 | 2 |
Commercial Portfolio Segment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 638 | 909 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 89 | $ 64 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | ||
Product Revenue [Member] | Commercial Customer [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration percentage | 14.20% | 7.10% | 12.70% | 9.60% | |
Product Revenue [Member] | Governmental Agency [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration percentage | 35.50% | 65.80% | 27.30% | 42.30% | |
Accounts Receivable [Member] | Commercial Customer [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration percentage | 16.40% | 15.90% | |||
Accounts Receivable [Member] | Governmental Agency [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration percentage | 6.80% | 0.30% |
Inventories consist of the foll
Inventories consist of the following at: (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 570 | $ 371 |
Work in process | 263 | 139 |
Raw materials | 354 | 318 |
Total | $ 1,187 | $ 828 |
Property, plant and equipment c
Property, plant and equipment consist of the following at: (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,331 | $ 2,788 |
Less: Accumulated depreciation | 2,199 | 1,941 |
Property, plant and equipment, net | 2,132 | 847 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 52 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 262 | 262 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,639 | 1,603 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 902 | 885 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 39 | 38 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 437 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 165 | $ 31 | $ 258 | $ 53 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | 0.00% | ||||
Federal statutory rate | 21.00% | ||||
Income tax expense (benefit) | $ 3,000 | $ 0 | $ 3,000 | $ (3,000) | |
Income Tax Expense (Benefit) | (3,000) | $ 0 | (3,000) | $ 3,000 | |
Valuation allowance | $ 10,200 | $ 10,200 | $ 9,700 |
The Company had reserved shares
The Company had reserved shares of common stock for future issuance as follows as of June 30, 2021: (Details) | Jun. 30, 2021shares |
Equity [Abstract] | |
Stock options outstanding | 1,010,050 |
Restricted stock units outstanding | 15,000 |
Common stock available for future equity awards or issuance of options | 692.616 |
Number of common shares reserved | 1,717,666 |
Stockholders (Details Narrative
Stockholders (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.01 | $ 0.001 | |
Common stock shares issued | 13,715,163 | 13,715,163 | 10,750,100 | ||
Common stock shares outstanding | 13,715,163 | 13,715,163 | 10,750,100 | ||
Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive shares | 658,550 | 491,430 | 1,010,050 | ||
Restricted Stock Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive shares | 15,000 | 15,000 | |||
Options One [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive shares | 491,430 |
Lease expense for these leases
Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and six months ended June 30, total lease costs are comprised of the following: (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 93 | $ 66 | $ 187 | $ 121 |
Short-term lease cost | 2 | 2 | ||
Total net lease cost | $ 93 | $ 68 | $ 187 | $ 123 |
Other information related to le
Other information related to leases was as follows: (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term (in years): Operating leases | 3 years 7 months 20 days | |
Weighted Average Discount Rate: Operating leases | 5.51% | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 187 | $ 121 |
Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 387 |
Maturities of noncancellable op
Maturities of noncancellable operating lease liabilitie (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 374 | |
2022 | 376 | |
2023 | 290 | |
2024 | 103 | |
2025 | ||
Total lease payments | 1,143 | |
Less: imputed interest | (91) | |
Total lease obligations | 1,052 | |
Less: current obligations | (327) | |
Long-term lease obligations | $ 725 | $ 891 |
Product warranty liabilities ar
Product warranty liabilities are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. Below is a reconciliation of changes in product warranty liabilities: (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Balance, January 1 | $ 22 | $ 16 |
Accruals for warranties issued | 8 | 10 |
Accruals for pre-existing warranties | ||
Settlements made (in cash or in kind) | (4) | (3) |
Balance, end of period | $ 26 | $ 23 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) $ in Thousands | Jun. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |
Litigation accrual | $ 358 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Lease term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Mar. 23, 2020 | Jan. 13, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Professional fees | $ 7 | $ 19 | $ 15 | $ 77 | |||
Payment for investment | $ 118 | ||||||
Investment percentage | 20.00% | 20.00% | |||||
Soluna [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee | $ 65 | ||||||
Investment percentage | 1.83% | 1.83% | |||||
Description of affiliations | Michael Toporek, our Chief Executive Officer and a director, owns (i) 90% of the equity of Soluna Technologies Investment I, LLC, which owns 58.8% of Soluna and (ii) 100% of the equity of MJT Park Investors, Inc., which owns 3.1% of Soluna, in each case on a fully-diluted basis. Mr. Toporek does not own directly, or indirectly, any equity interest in Tera Joule, LLC, which owns 8.4% of Soluna; however, as a result of his 100% ownership of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in Soluna. | ||||||
Cost of investment | $ 750 | $ 750 | |||||
Soluna [Member] | Class A Preferred Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for investment | $ 250 | $ 500 | |||||
Investment shares purchased | 79,365 | 158,730 | |||||
Soluna [Member] | Class A Preferred Shares [Member] | Toporek [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Value of investment | 98 | 98 | |||||
Soluna [Member] | Class A Preferred Shares [Member] | Lipman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Value of investment | 0 | 0 | |||||
Soluna [Member] | Third Operating and Management Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee | 380 | ||||||
Soluna [Member] | Operating And Management Agreement 2 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee | 100 | 150 | |||||
Soluna [Member] | Operating And Management Agreement 4 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee | 38,000 | ||||||
Soluna [Member] | Operating And Management Agreement 5 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee | 70 | ||||||
MeOH Power [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory Note available to convert | $ 325 | $ 325 | $ 321 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - 2021 Stock Incentive Plan [Member] - $ / shares | Feb. 12, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Description of stock plan | (i) pursuant to the exercise of stock options, (ii) as restricted stock, and (iii) as available pursuant to restricted stock units shall be limited to (A) during the Company's fiscal year ending December 31, 2021, 1,460,191 shares of common stock, and (B) beginning with the Company's fiscal year ending December 31, 2022, 15% of the number of shares of common stock outstanding. Subject to certain adjustments as provided in the 2021 Plan, | ||
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of option shares granted | 686,200 | 716,200 | |
Number of option shares vested | 186,200 | 186,200 | |
Number of exercise price per share | $ 7.52 | $ 7.52 | |
Closing price percent | 10.00% | 10.00% | |
Weighted average fair value shares granted (in dollars per share) | $ 5.04 | ||
Weighted average exercise price shares granted (in dollars per share) | $ 7.08 | ||
Equity Option [Member] | Third Anniversary On Or Prior Closing Date [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of option shares granted | 500,000 | 530,000 | |
Weighted average fair value shares granted (in dollars per share) | $ 4.86 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock grants during period | 47,500 | ||
Price per share on date of grant | 11.10 | $ 11.10 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock grants during period | 15,000 | ||
Price per share on date of grant | $ 11.10 | $ 11.10 |
Summarized financial informatio
Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes corporate related items and items such as income taxes or unusual items, which are not allocated to reportable segme (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 3,304 | $ 2,440 | $ 5,636 | $ 4,023 | |||
Research and development expenses | 406 | 362 | 792 | 764 | |||
Selling, general and administrative expenses | 3,030 | 847 | 4,867 | 1,642 | |||
Segment profit/(loss) from operations before income taxes | (1,171) | 602 | (1,837) | 462 | |||
Segment profit / (loss) | (1,174) | $ (666) | 602 | $ (137) | (1,840) | 465 | |
Total assets | 25,559 | 25,559 | $ 8,647 | ||||
Product Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,647 | 2,390 | 2,984 | 3,973 | |||
Cryptocurrency Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,657 | 50 | 2,652 | 50 | |||
Test And Measurement Instrumentation Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Research and development expenses | 406 | 362 | 792 | 764 | |||
Selling, general and administrative expenses | 526 | 437 | 1,066 | 853 | |||
Segment profit/(loss) from operations before income taxes | (270) | 831 | (672) | 959 | |||
Segment profit / (loss) | (270) | 831 | (672) | 959 | |||
Total assets | 2,636 | 3,687 | 2,636 | 3,687 | |||
Capital expenditures | 13 | 5 | 18 | 13 | |||
Depreciation and amortization | 17 | 21 | 34 | 44 | |||
Test And Measurement Instrumentation Segment [Member] | Product Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,647 | 2,390 | 2,984 | 3,973 | |||
Test And Measurement Instrumentation Segment [Member] | Cryptocurrency Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Cryptocurrencymkty Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Research and development expenses | |||||||
Selling, general and administrative expenses | 292 | 109 | 855 | 180 | |||
Segment profit/(loss) from operations before income taxes | 710 | (73) | 771 | (144) | |||
Segment profit / (loss) | 710 | (73) | 771 | (144) | |||
Total assets | 3,883 | 1,090 | 3,883 | 1,090 | |||
Capital expenditures | 1,229 | 335 | 1,525 | 335 | |||
Depreciation and amortization | 149 | 9 | 224 | 9 | |||
Cryptocurrencymkty Segment [Member] | Product Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Cryptocurrencymkty Segment [Member] | Cryptocurrency Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,657 | 50 | 2,652 | 50 | |||
Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Research and development expenses | |||||||
Selling, general and administrative expenses | 2,212 | 301 | 2,946 | 609 | |||
Segment profit/(loss) from operations before income taxes | (1,611) | (156) | (1,936) | (353) | |||
Segment profit / (loss) | (1,614) | (156) | (1,939) | (350) | |||
Total assets | 19,040 | 2,480 | 19,040 | 2,480 | |||
Capital expenditures | |||||||
Depreciation and amortization | |||||||
Other [Member] | Product Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Other [Member] | Cryptocurrency Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Condensed Consolidated Totals Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Research and development expenses | 406 | 362 | 792 | 764 | |||
Selling, general and administrative expenses | 3,030 | 847 | 4,867 | 1,642 | |||
Segment profit/(loss) from operations before income taxes | (1,171) | 602 | (1,837) | 462 | |||
Segment profit / (loss) | (1,174) | 602 | (1,840) | 465 | |||
Total assets | 25,559 | 7,257 | 25,559 | 7,257 | |||
Capital expenditures | 1,242 | 340 | 1,543 | 348 | |||
Depreciation and amortization | 166 | 30 | 258 | 53 | |||
Condensed Consolidated Totals Segment [Member] | Product Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,647 | 2,390 | 2,984 | 3,973 | |||
Condensed Consolidated Totals Segment [Member] | Cryptocurrency Revenue [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 1,657 | $ 50 | $ 2,652 | $ 50 |
The following table presents th
The following table presents the details of “Other” segment loss: (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Income tax (expense) benefit | $ 3 | $ 0 | $ 3 | $ (3) | ||
Other expense, net | 8 | 2 | 13 | 4 | ||
Net income | (1,174) | $ (666) | 602 | $ (137) | (1,840) | 465 |
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Salaries and Benefits | (1,279) | (119) | (1,480) | (240) | ||
Income tax (expense) benefit | (3) | (3) | 3 | |||
Other expense, net | (332) | (37) | (456) | (113) | ||
Net income | $ (1,614) | $ (156) | $ (1,939) | $ (350) |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2021Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Pioneer Bank [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||
Line of credit maximum amount | $ 300,000 | |
Line of credit interest rate | Prime +1% per annum | |
Line of credit outstanding | $ 0 | $ 0 |