Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000719274 | |
Entity Registrant Name | GIGA-TRONICS INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Securities Act File Number | 001-14605 | |
Entity Incorporation, State or Country Code | CA | |
Entity Tax Identification Number | 94-2656341 | |
Entity Address, Address Line One | 7272 E. Indian School Rd | |
Entity Address, Address Line Two | Suite 540 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85251 | |
City Area Code | 833 | |
Local Phone Number | 457-6667 | |
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 | 5,931,602 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,695 | $ 2,195 |
Accounts receivable, net | 6,059 | 5,502 |
Accrued revenue | 2,486 | 2,479 |
Note receivable, related party | $ 119 | $ 1,242 |
Financing Receivable, after Allowance for Credit Loss, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Inventories | $ 8,133 | $ 7,695 |
Prepaid expenses and other current assets | 663 | 625 |
TOTAL CURRENT ASSETS | 19,155 | 19,738 |
Intangible assets, net | 3,340 | 3,476 |
Goodwill | 8,863 | 9,054 |
Property, plant and equipment, net | 1,923 | 2,240 |
Right-of-use assets | 3,425 | 3,940 |
Other assets | 506 | 506 |
TOTAL ASSETS | 37,212 | 38,954 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 6,205 | 6,913 |
Senior secured convertible notes | 2,317 | 0 |
Warrant liabilities | 522 | |
Operating lease liability, current | 860 | 1,067 |
Other current liabilities | 4,326 | 4,254 |
TOTAL CURRENT LIABILITIES | 16,182 | 14,031 |
Operating lease liability, non-current | 2,660 | 3,014 |
Notes payable | 257 | 322 |
Senior secured convertible notes, related party | 10,070 | 10,008 |
Other liabilities | 368 | 238 |
TOTAL LIABILITIES | 29,537 | 27,613 |
STOCKHOLDERS' EQUITY | ||
Common Stock; no par value; 100,000,000 shares authorized, 5,931,582 shares issued and outstanding at June 30, 2023; 13,333,333 shares authorized, 5,931,582 shares issued and outstanding at December 31, 2022 | 36,208 | 35,141 |
Accumulated deficit | (32,834) | (27,726) |
Accumulated other comprehensive loss | (1,457) | (1,779) |
TOTAL STOCKHOLDERS' EQUITY | 6,907 | 10,626 |
Non-controlling interest | 768 | 715 |
TOTAL STOCKHOLDERS' EQUITY | 7,675 | 11,341 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 37,212 | 38,954 |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | 100 | 0 |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | 1,852 | 1,797 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 4,990 | $ 4,990 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 13,333,333 |
Common stock, issued (in shares) | 5,931,582 | 5,931,582 |
Common stock, outstanding (in shares) | 5,931,582 | 5,931,582 |
Series F Preferred Stock [Member] | ||
Preferred stock, authorized (in shares) | 520 | 520 |
Preferred stock, issued (in shares) | 515 | 515 |
Preferred stock, outstanding (in shares) | 515 | 515 |
Preferred stock, liquidation preference, value | $ 12,870 | $ 12,870 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | $ 8,778 | $ 6,504 | $ 17,501 | $ 13,748 |
Cost of revenues | 6,298 | 4,817 | 12,858 | 9,568 |
Gross profit | 2,480 | 1,687 | 4,643 | 4,180 |
Operating Expenses [Abstract] | ||||
General and administrative | 2,428 | 2,500 | 7,116 | 4,697 |
Research and development | 719 | 425 | 1,442 | 914 |
Selling and marketing | 479 | 320 | 1,022 | 618 |
Total operating expenses | 3,626 | 3,245 | 9,580 | 6,229 |
Loss from continuing operations | (1,146) | (1,558) | (4,937) | (2,049) |
Other (expense) income | ||||
Change in fair value of senior secured convertible notes, related party | (628) | 0 | (62) | 0 |
Change in fair value of warrants issued with senior secured convertible notes | 212 | 1,008 | ||
Change in fair value of senior secured convertible notes and warrant liabilities | (656) | 0 | (513) | 0 |
Other income (expense) | 0 | 12 | (2) | 72 |
Total other (expense) income , net | (1,467) | (384) | (133) | (403) |
Loss from continuing operations before income taxes | (2,613) | (1,942) | (5,070) | (2,452) |
Income tax benefit (provision) | 8 | (7) | 15 | (7) |
Net loss | (2,605) | (1,949) | (5,055) | (2,459) |
Net loss (gain) attributable to non-controlling interest | (39) | 322 | (53) | 335 |
Net loss attributable to common stockholders | $ (2,644) | $ (1,627) | $ (5,108) | $ (2,124) |
Net loss per common share, basic | $ (0.45) | $ (0.56) | $ (0.86) | $ (0.73) |
Net loss per common share, diluted | $ (0.45) | $ (0.56) | $ (0.86) | $ (0.73) |
Weighted average common shares outstanding, basic | 5,932 | 2,920 | 5,932 | 2,920 |
Weighted average common shares outstanding, diluted | 5,932 | 2,920 | 5,932 | 2,920 |
Comprehensive loss | ||||
Loss available to common stockholders | $ (2,644) | $ (1,627) | $ (5,108) | $ (2,124) |
Foreign currency translation adjustments | 135 | (1,216) | 322 | (1,607) |
Total comprehensive loss | (2,509) | (2,843) | (4,786) | (3,731) |
Related Party [Member] | ||||
Other (expense) income | ||||
Interest (expense) income | 0 | 1 | 0 | (11) |
Nonrelated Party [Member] | ||||
Other (expense) income | ||||
Interest (expense) income | $ (395) | $ (397) | $ (564) | $ (464) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] |
Balance at Dec. 31, 2021 | $ 22,500 | $ 4,990 | $ 26,682 | $ (9,988) | $ (240) | $ 1,056 |
Balance (in shares) at Dec. 31, 2021 | 515 | 2,920,085 | ||||
Stock-based compensation | 83 | $ 83 | ||||
Capital contribution from parent | 1,205 | 1,205 | ||||
Net loss | (2,124) | (2,124) | ||||
Foreign currency translation adjustments | (1,607) | (1,607) | ||||
Net income (loss) attributable to non-controlling interest | (335) | (335) | ||||
Balance at Jun. 30, 2022 | 19,722 | $ 4,990 | $ 27,970 | (12,112) | (1,847) | 721 |
Balance (in shares) at Jun. 30, 2022 | 515 | 2,920,085 | ||||
Balance at Mar. 31, 2022 | 22,157 | $ 4,990 | $ 27,240 | (10,485) | (631) | 1,043 |
Balance (in shares) at Mar. 31, 2022 | 515 | 2,920,085 | ||||
Stock-based compensation | 42 | $ 42 | ||||
Capital contribution from parent | 688 | 688 | ||||
Net loss | (1,627) | (1,627) | ||||
Foreign currency translation adjustments | (1,216) | (1,216) | ||||
Net income (loss) attributable to non-controlling interest | (322) | (322) | ||||
Balance at Jun. 30, 2022 | 19,722 | $ 4,990 | $ 27,970 | (12,112) | (1,847) | 721 |
Balance (in shares) at Jun. 30, 2022 | 515 | 2,920,085 | ||||
Balance at Dec. 31, 2022 | 11,341 | $ 4,990 | $ 35,141 | (27,726) | (1,779) | 715 |
Balance (in shares) at Dec. 31, 2022 | 515 | 5,931,582 | ||||
Stock-based compensation | 209 | $ 209 | ||||
Warrant issued in relation to debt financing | 858 | 858 | ||||
Net loss | (5,108) | (5,108) | ||||
Foreign currency translation adjustments | 322 | 322 | ||||
Net income (loss) attributable to non-controlling interest | 53 | 53 | ||||
Balance at Jun. 30, 2023 | 7,675 | $ 4,990 | $ 36,208 | (32,834) | (1,457) | 768 |
Balance (in shares) at Jun. 30, 2023 | 515 | 5,931,582 | ||||
Balance at Mar. 31, 2023 | 10,043 | $ 4,990 | $ 36,106 | (30,190) | (1,592) | 729 |
Balance (in shares) at Mar. 31, 2023 | 515 | 5,931,582 | ||||
Stock-based compensation | 102 | $ 102 | ||||
Net loss | (2,644) | (2,644) | ||||
Foreign currency translation adjustments | 135 | 135 | ||||
Net income (loss) attributable to non-controlling interest | 39 | 39 | ||||
Balance at Jun. 30, 2023 | $ 7,675 | $ 4,990 | $ 36,208 | $ (32,834) | $ (1,457) | $ 768 |
Balance (in shares) at Jun. 30, 2023 | 515 | 5,931,582 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,055,000) | $ (2,459,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 384,000 | 360,000 |
Amortization of intangibles | 145,000 | 158,000 |
Amortization of right-of-use assets | 581,000 | 276,000 |
Change in fair value of senior secured convertible notes, related party | 62,000 | 0 |
Change in fair value of senior secured convertible notes | 513,000 | 0 |
Change in fair value of warrants issued with senior secured convertible notes | (1,008,000) | 0 |
Grant income | 0 | (73,000) |
Increase in capital contribution from parent for corporate overhead | 0 | 820,000 |
Stock-based compensation | 209,000 | 83,000 |
Compensation warrant issued in connection with senior secured convertible notes | 858,000 | 0 |
Offering Costs in Connection with Senior Secured Convertible Notes | 653,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (638,000) | (1,479,000) |
Accrued revenue | (114,000) | (159,000) |
Inventories | (367,000) | (1,097,000) |
Prepaid expenses and other current assets | (30,000) | (89,000) |
Other assets | 0 | 52,000 |
Accounts payable and accrued expenses | (551,000) | 2,005,000 |
Accounts payable, related parties | 0 | (53,000) |
Other current liabilities | 111,000 | (139,000) |
Short term advances, related parties | 0 | 1,247,000 |
Other non-current liabilities | 113,000 | 0 |
Lease liabilities | (628,000) | (264,000) |
Net cash used in operating activities | (4,762,000) | (811,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (91,000) | (285,000) |
Net cash used in investing activities | (91,000) | (285,000) |
Cash flows from financing activities: | ||
Capital contribution from parent | 0 | 385,000 |
Proceeds from note receivable, related party | 1,125,000 | 0 |
Proceeds from notes payable, related parties | 100,000 | 0 |
Proceeds from senior secured convertible notes, net of issuance costs | 2,901,000 | 0 |
Proceeds from notes payable | 0 | 1,062,000 |
Payments on notes payable | (151,000) | 0 |
Net cash provided by financing activities | 3,975,000 | 1,447,000 |
Effects of exchange rate changes on cash and cash equivalents | 378,000 | (264,000) |
Net increase/(decrease) in cash and cash equivalents | (500,000) | 87,000 |
Cash and cash equivalents at beginning of period | 2,195,000 | 1,599,000 |
Cash and cash equivalents at end of period | 1,695,000 | 1,686,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | $ 442,000 | $ 49,000 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Business Description [Abstract] | |
Description of Business | Note 1. Description of Business Giga-tronics Incorporated (“GIGA”), doing business as Gresham Worldwide, through its subsidiaries (collectively, the “Company”), designs, manufactures and distributes specialized electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry. GIGA also offers bespoke technology solutions for mission critical applications in the medical, industrial, transportation and telecommunications markets. GIGA has two subsidiaries Microsource Inc. (“Microsource”) and Gresham Holdings, Inc. (formerly known as Gresham Worldwide, Inc.) (“GWW”). GIGA manages its acquired operations through its wholly owned subsidiary GWW. GIGA is a majority owned subsidiary of AAI Holdings, Inc., a Delaware corporation (“AAI”) and currently operates as an operating segment of AAI. GWW has three wholly-owned subsidiaries, Gresham Power Electronics Ltd. (“Gresham Power”), Relec Electronics Ltd. (“Relec”), and Enertec Systems 2001 Ltd. (“Enertec”), and one majority owned subsidiary, Microphase Corporation (“Microphase”). GIGA manufactures specialized electronic equipment for use in military test and airborne operational applications. Our operations consist of three business segments: • Radio Frequency (”RF”) Solutions (”RF Solutions”) – consists of Microphase which is located in Connecticut. Microphase designs and manufactures custom microwave products for military applications and generates revenue primarily through sole-source production contracts for custom engineered components and RADAR filters. • Power Electronics & Displays – consists of two subsidiaries, namely Gresham Power and Relec located in the United Kingdom which primarily produce power conversion systems. • Precision Electronic Solutions – consists of one subsidiary and one division, namely Enertec located in Israel and the Giga-tronics Division including Microsource located in California and New Hampshire, primarily producing test systems and RF filters for the defense industries. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity and Financial Condition [Abstract] | |
Liquidity and Financial Condition | Note 2. Liquidity and Financial Condition The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The unaudited condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our primary sources of liquidity have historically been funded by our parent company, AAI. We recently received $ 285,000 from AAI and expect to enter into a $ 500,000 12 % demand note with Ault Lending, its subsidiary (the “Demand Note”) , which will include the $ 285,000 . This Demand Note will be secured but subordinated to the $ 3.3 million notes due October 6, 2023. Beyond the Demand Note, we expect AAI will cease funding the Company in the near future. Without the availability of other working capital from AAI, unless we are successful in securing additional financing from third parties, we believe that we will not have sufficient cash to meet our needs over the next 12 months. Our ability to obtain additional financing is subject to several factors, including market and economic conditions, our performance and investor and lender sentiment with respect to us and our industry. If we are unable to raise additional financing in the near term as needed, our operations and production plans may be scaled back or curtailed and our operations and growth would be impeded. Our near term fixed commitments for cash expenditures are primarily for payments for employee salaries, operating leases, accounts payable, and inventory purchase commitments. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 3. Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States (”US”), (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The unaudited condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2023. The condensed consolidated balance sheet as of December 31, 2022 included in this report was derived from the Company’s audited 2022 financial statements contained in the above referenced 2022 Annual Report. Results of the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. Basis of Presentation Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2022 Annual Report. Principles of Consolidation On September 8, 2022, the Company acquired GWW in a share exchange (the “Business Combination”). The Business Combination was accounted for as a reverse recapitalization with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of GWW and its wholly owned and majority owned subsidiaries. The unaudited condensed consolidated financial statements after completion of the Business Combination include the assets and liabilities and operations of GIGA and its subsidiaries from the Closing Date of the Business Combination. All intercompany transactions and balances have been eliminated. The shares and net loss per common share prior to the merger have been retroactively restated to reflect the share exchange ratio established in the merger. Recently Adopted Accounting Standards I n June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASU 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance was effective for the Company beginning on January 1, 2023 . The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements . In January 2017, FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance was effective for the Company beginning on January 1, 2023 . The adoption of this guidance did no t have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenue Disaggregation
Revenue Disaggregation | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregation | Note 4. Revenue Disaggregation The Company’s disaggregated revenues are comprised of the following (In thousands): Three Months Ended Six Months Ended Category June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Primary Geographical Markets North America $ 2,964 $ 1,111 $ 5,348 $ 2,622 Europe 2,258 2,239 5,021 4,719 Middle East and other 3,556 3,154 7,132 6,407 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 Major Goods RF/microwave filters $ 1,972 $ 560 $ 3,219 $ 2,071 Detector logarithmic video amplifiers 205 692 $ 749 692 Power supply units and systems 1,629 2,307 $ 4,016 4,786 Healthcare diagnostic systems 1,117 1,748 $ 2,326 1,992 Defense systems 3,855 1,197 $ 7,191 4,207 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 Timing of Revenue Recognition Goods transferred at a point in time $ 4,729 $ 3,603 $ 9,831 $ 7,114 Services transferred over time 4,049 2,901 7,670 6,634 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 |
Note Receivable, Related Party
Note Receivable, Related Party | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Note Receivable, Related Party | Note 5. Note receivable, related party The following table summarizes the changes in the Company’s note receivable, related party for the three and six months ended June 30, 2023 (In thousands) : Description Note receivable, Balance as of April 1, 2023 $ 942 Receipts during the period ( 823 ) Balance as of June 30, 2023 $ 119 Note receivable, Balance as of January 1, 2023 $ 1,242 Receipts during the period ( 1,123 ) Balance as of June 30, 2023 $ 119 |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Note 6. Inventories, net Inventories, net, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Raw materials $ 2,752 $ 2,758 Work-in-progress 3,685 3,186 Finished goods 1,696 1,751 Total $ 8,133 $ 7,695 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7. Property and Equipment, net Property and Equipment, net, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Machinery and equipment $ 6,927 $ 6,912 Computer, software and related equipment 1,895 1,858 Leasehold improvements and office equipment 2,210 2,148 Total 11,032 10,918 Less: accumulated depreciation and amortization ( 9,109 ) ( 8,678 ) Property and equipment, net $ 1,923 $ 2,240 Depreciation expense related to property and equipment was $ 202,000 and $ 219,000 for the three months ended June 30, 2023 and 2022, respectively, and $ 384,000 and $ 360,000 for the six months ended June 30, 2023 and 2022, respectively |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 8. Intangible Assets, net Intangible assets, net, are comprised of the following (In thousands): Category Useful life June 30, 2023 December 31, 2022 Trademark Indefinite life $ 1,513 $ 1,493 Customer list 10 - 14 years 3,758 3,825 Total 5,271 5,318 Less: accumulated depreciation and amortization ( 1,931 ) ( 1,842 ) Intangible assets, net $ 3,340 $ 3,476 Intangible assets amortization expense was $ 72,000 and $ 79,000 for the three months ended June 30, 2023 and 2022, respectively, and $ 145,000 and $ 158,000 , for the six months ended June 30, 2023 and 2022, respectively. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (In thousands): Fiscal Year June 30, 2023 2023 (remainder) $ 147 2024 294 2025 294 2026 294 2027 294 2028 204 Thereafter 300 $ 1,827 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9. Goodwill The following table summarizes the changes in the Company’s goodwill for the three and six months ended June 30, 2023 (In thousands) : Description Goodwill Balance as of April 1, 2023 $ 8,948 Effect of exchange rate changes ( 85 ) Balance as of June 30, 2023 $ 8,863 Goodwill Balance as of January 1, 2023 $ 9,054 Effect of exchange rate changes ( 191 ) Balance as of June 30, 2023 $ 8,863 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 10. Other Current Liabilities Other current liabilities, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Accrued payroll and payroll taxes $ 2,227 $ 2,401 Deferred revenue 853 1,028 Other accrued expense 1,246 825 Other current liabilities $ 4,326 $ 4,254 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 11. Leases Operating leases We have operating leases for office space. Our leases have remaining lease terms from 2 months to 8 years, some of which may include options to extend the leases perpetually , and some of which may include options to terminate the leases within 1 year. The components of lease expenses for the three and six months ended June 30, 2023 and 2022 were as follow (In thousands): Description Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 352 $ 273 $ 708 $ 535 Supplemental unaudited condensed consolidated balance sheet information related to operating leases was as follows : Six Months Ended June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (In thousands) $ 761 Right-of-use assets obtained in exchange of new operating lease liabilities (In thousands) $ 151 Weighted-average remaining lease term - operating leases 5.5 years Weighted-average discount rate - operating leases 10.0 % Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2023 are as follow (In thousands): Fiscal Year Operating leases 2023 (remaining) $ 585 2024 932 2025 770 2026 509 2027 357 2028 357 Thereafter 760 Total future minimum lease payments 4,270 Less: imputed interest ( 750 ) Present value of lease liabilities $ 3,520 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 12 . Fair value of financial instruments Recurring Fair Value Measurements The fair value hierarchy table for the periods indicated is as follows (In thousands): Fair value measurement on a recurring basis at reporting date using (1) Level 1 Level 2 Level 3 Total Balance at June 30, 2023 Senior Secured Convertible Note (2), related party $ — $ — $ 3,964 $ 3,964 Senior Secured Convertible Note (3), related party — — 6,106 6,106 Senior Secured Convertible Note — — 2,317 2,317 Warrant liability — — 522 522 Total liabilities measured at fair value $ — $ — $ 12,909 $ 12,909 Balance at December 31, 2022 Senior Secured Convertible Note (2), related party $ — $ — $ 3,940 $ 3,940 Senior Secured Convertible Note (3), related party — — 6,068 6,068 Total liabilities measured at fair value $ — $ — $ 10,008 $ 10,008 1 There were no transfers between the respective Levels during the three and six month period ended June 30, 2023 and the year ended December 31, 2022. The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. Below are the changes to level 3 measured liabilities (In thousands): Level 3 measured liabilities Fair value at December 31, 2022 $ 10,008 Fair value of senior secured convertible notes issued 1,803 Fair value of warrants issued with senior secured convertible notes 1,530 Change in fair value ( 432 ) Fair value at June 30, 2023 $ 12,909 |
Senior Secured Convertible Note
Senior Secured Convertible Notes and Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Senior Secured Convertible Notes and Warrants | Note 13 . Senior Secured Convertible Notes and Warrants On January 11, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) pursuant to which the Company issued $ 3.3 million 10% original issue discount Senior Secured Convertible Notes (the “Notes”) and five-year common stock purchase warrants, for total gross proceeds of $ 3,000,000 . Senior Secured Convertible Notes Notes payable at June 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of Senior Secured Convertible Notes at January 11, 2023 1,803 Change in fair value of Senior Secured Convertible Notes ( 143 ) Balance as of March 31, 2023 $ 1,660 Change in fair value of Senior Secured Convertible Notes 657 Balance as of June 30, 2023 $ 2,317 The Notes are secured by the assets of the Company pursuant to a Security Agreement entered into for such purpose, and are senior to the indebtedness payable to AAI and Ault Lending, pursuant to a Subordination Agreement entered into in connection with the SPA. The Notes mature on the earlier of (i) October 6, 2023 , or (ii) completion of an uplisting to a national securities exchange (an “Uplist Transaction”). The Uplist Transaction will not occur by the maturity date of the Notes. The Notes accrue interest at a rate of 6 % per annum payable monthly, which increases to 18 % upon an event of default. In addition, under the Notes upon an event of default the Company is required to pay 20 % of its consolidated revenues monthly on each interest payment date in reduction of the principal amount of the Notes then outstanding. The Notes provide for certain events of default which include: • failure to maintain effectiveness of the registration statement under the Registration Rights Agreement; • suspension of trading of the Company’s common stock for five consecutive trading days; • failure to timely deliver shares issuable upon conversion of the Notes or exercise of the Warrants; • failure to timely make payments under the Notes; • default under other indebtedness, and • certain other customary events of default, subject to certain exceptions and limitations Upon an event of default, the holders will have the right to require the Company to prepay the Notes at a 125 % premium (“Premium”). Further, upon a bankruptcy event of default or a change of control event, the Company will be required to prepay the Notes at a Premium. If the conversion price falls below $ 0.25 , the Company may also elect to prepay the notes at a 125 % Premium. The Notes contain customary restrictive covenants including covenants against incurring new indebtedness or liens, changing the nature of its business, transfers of assets, transactions with affiliates, and issuances of securities, subject to certain exceptions and limitations. Senior Secured Convertible Notes, Fair Value The Company elected the fair value option with respect to the Senior Secured Convertible notes. The fair value of the Notes liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the probability-weighted expected return method ("PWERM") to value the Notes liability. This approach involved the estimation of future potential outcomes for the Notes holders, as well as values and probabilities associated with each respective potential outcome. The Company ascribed following probabilities to five possible scenarios: June 30, 2023 January 11, 2023 Scenario description Estimated probability Estimated date Estimated probability Estimated date Uplist transaction — % September 30, 2023 60.0 % June 30, 2023 Held to maturity 45.0 % October 6, 2023 10.0 % October 6, 2023 Change of control 5.0 % September 30, 2023 5.0 % September 30, 2023 Default 25.0 % October 6, 2023 — % N/A Dissolution 25.0 % October 6, 2023 25.0 % October 6, 2023 Total 100.0 % 100.0 % Based on these estimates, the Company arrived at the fair value of the Notes liability as shown below: Senior Secured Convertible Notes: June 30, 2023 January 11, 2023 Fair value (In thousands) $ 2,317 $ 1,803 Face value principle payment (In thousands) $ 3,333 $ 3,333 Face value at premium (In thousands) $ 4,166 $ 4,166 Conversion price $ 0.25 $ 0.78 Maturity date October 6, 2023 October 6, 2023 Interest rate 6.00 % 6.00 % Default interest rate 18.00 % 18.00 % Discount rate 97.50 % 94.00 % Valuation technique PWERM PWERM Warrants The Warrants entitle the holders to purchase a total of 1,666,666 shares of common stock for a five-year period from issuance, at an exercise price determined as follows: (i) beginning on the issuance date and for a period of 90 days thereafter, $0.78, (ii) if the Uplist Transaction has occurred as of the date of exercise, the lower of (A) $0.78 and (B) 110% of the per share offering price to the public in the Uplist Transaction, and (iii) if neither of (i) and (ii) apply, the lower of (A) $0.78 and (B) 90% of the lowest VWAP for the 10 trading days prior to the date of the exercise, subject to adjustment including downward adjustment upon any dilutive issuance of securities. If the Uplist Transaction is not completed prior to the maturity date of the Notes, the number of shares of common stock that may be purchased upon exercise of the Warrants will be doubled, without an adjustment to the exercise price. On October 6, 2023, GIGA will be required to double these Warrants since the Uplist Transaction will not occur by that date. As of the date of this Report, the Company has not filed any application to list its common stock on a national securities exchange. The Warrants are liability classified and the Company performed a fair value analysis as shown below: Warrant liability, current: June 30, 2023 January 11, 2023 Fair value (In thousands) $ 522 $ 1,530 Number of warrants 1,666,667 1,666,667 Closing price (OTCB: GIGA) $ 0.31 $ 0.80 Volatility 145.70 % 133.60 % Risk-free discount rate 4.22 % 3.72 % Term 5 years 5 years Expiration date January 11, 2028 January 11, 2028 Valuation technique Monte Carlo simulation Monte Carlo simulation Placement Agent Warrant Spartan Capital Securities, LLC (the “Placement Agent”) served as placement agent in the offering and received a cash commission in the amount of 8 % of the gross proceeds, or $ 240,000 . In addition, we paid the Placement Agent an expense allowance of $ 30,000 . Furthermore, we issued the Placement Agent five-year warrants (the “Placement Agent Warrants”) to purchase a number of shares of common stock equal to 8 % of the total number of shares of common stock underlying the Notes and Warrants sold in the offering, or 1,200,000 shares. The Placement Agent Warrants have an exercise price of 110 % of the Warrant exercise price. The Company performed a fair value analysis for the 1,200,000 warrants similarly to the warrants analysis described above, and ascribed a fair value of $ 858,000 as of January 11, 2023. The warrants are classified as equity: January 11, 2023 Fair value (In thousands) $ 858 Number of warrants 1,200,000 Closing price (OTCB: GIGA) $ 0.80 Volatility 133.6 % Risk-free discount rate 3.72 % Contractual term in years 5 years Expiration date January 11, 2028 Valuation technique Monte Carlo simulation |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 14. Notes Payable Notes payable at June 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Due date Weighted Average Interest rate June 30, 2023 December 31, 2022 Bank credit Renewed every month 6.8 % $ 1,765 $ 1,623 Other notes payable Paid monthly 11.9 % 344 425 Financed receivables 8.5 % — 71 Total notes payable $ 2,109 $ 2,119 Less: current portion 1,852 1,797 Notes payable - long-term portion $ 257 $ 322 |
Senior Secured Convertible No_2
Senior Secured Convertible Notes, Related Party | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Senior Secured Convertible Notes, Related Party | Note 15. Senior Secured Convertible Notes, Related Party The following table summarizes the changes in the Senior secured convertible notes, related party for the three months and six months ended June 30, 2023 (In thousands): Senior Secured Senior Secured Convertible Note (2) Convertible Note (3) Total Fair value at December 31, 2022 $ 3,940 $ 6,068 $ 10,008 Change in fair value of senior secured convertible notes, related party ( 223 ) ( 343 ) ( 566 ) Balance at March 31, 2023 3,717 5,725 9,442 Change in fair value of senior secured convertible notes, related party 247 381 628 Balance at June 30, 2023 $ 3,964 $ 6,106 $ 10,070 The change of $ 628,000 in the fair value of the Senior secured convertible notes as of June 30, 2023 compared to March 31, 2023 was recorded as an expense in fair value of senior secured convertible notes and warrant liabilities within Other (expense) income on the unaudited condensed consolidated statement of operations. The significant assumptions associated with the fair value of the Notes payable, related party as of the dates indicated, are as follows: June 30, 2023 December 31, 2022 Face value principle payment (In thousands) $ 11,133 $ 11,133 Conversion Price $ 0.78 $ 0.78 Maturity Date December 31, 2024 December 31, 2024 Interest rate 10.00 % 10.00 % Discount rate 24.50 % 27.30 % Valuation technique PWERM PWERM Fair Value (In thousands) $ 10,070 $ 10,008 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions Allocation of General Corporate Expenses AAI allocated the general corporate expense as shown in the table below for the periods indicated (In thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 General and administrative expense $ — $ 480 $ — $ 820 Net Transfers From AAI The Company received funding from AAI to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company receive d $ 0 and $ 400,000 from AAI for the six months ended June 30, 2023 and 2022, respectively. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 17. Stock-based Compensation The stock-based compensation expense included in net loss for the three and six months ended June 30, 2023 and 2022 were as follows (In thousands): Description Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 General and administrative expense $ 103 $ 42 $ 209 $ 83 As of June 30, 2023, there was $ 511,000 of unrecognized compensation cost related to non-vested stock-based compensation arrangements expected to be recognized over a weighted average period of 0.9 years. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 18. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the US, Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company have determined to be doubtful of collection. The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Three Months Ended Three Months Ended Segment June 30, 2023 % of Total Revenue June 30, 2022 % of Total Revenue Customer A $ 2,239 26 % $ 1,586 24 % Customer B $ 1,152 13 % $ 822 13 % Customer C $ 718 8 % $ 815 13 % Six Months Ended Six Months Ended Segment June 30, 2023 % of Total Revenue June 30, 2022 % of Total Revenue Customer A $ 4,308 25 % $ 4,091 30 % Customer B $ 2,220 13 % $ 1,581 12 % Customer C $ 1,590 9 % $ 1,239 9 % |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 19. Net Loss Per Share Basic net loss per share is computed by dividing net loss by weighted average number of common shares outstanding for the period (excluding outstanding stock options). Diluted net loss per share is computed using the weighted-average number of common shares outstanding for the period plus the potential effect of dilutive securities which are convertible into common shares (using the treasury stock method), except in cases in which the effect would be anti-dilutive. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share (In thousands except share data): Three Months Ended June 30, 2023 June 30, 2022 Numerator Net loss attributable to common stockholders $ ( 2,644 ) $ ( 1,627 ) Denominator Basic weighted average shares outstanding 5,932 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,932 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.45 ) $ ( 0.56 ) Six Months Ended June 30, 2023 June 30, 2022 Numerator Net loss attributable to common stockholders $ ( 5,108 ) $ ( 2,124 ) Denominator Basic weighted average shares outstanding 5,932 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,932 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.86 ) $ ( 0.73 ) For the three month periods ended June 30, 2023 and 2022, because the Company was in a loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of the potential common shares would have been anti-dilutive. The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the period indicated: Anti-dilutive securities June 30, 2023 Common shares issuable upon exercise of stock options 761 Common shares issuable on conversion of series F preferred stock 3,960 Common shares issuable upon exercise of warrants 6,833 Restricted stock awards 250 Common shares issuable upon conversion of senior secured convertible notes 57,864 Total 69,668 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20. Commitments and Contingencies From time to time, the Company is subject to various claims and legal proceedings that arise in the ordinary course of business. The Company accrues for losses related to litigation when a potential loss is probable, and the loss can be reasonably estimated. As of June 30, 2023, the Company was not party to any material legal proceedings for which a loss was probable or an amount was accrued. Bank Guarantee As of June 30, 2023 and December 31, 2022, Enertec’s guarantees balance was $ 4.4 million and $ 3.6 million, respectively f or project implementation fees which are released upon delivery of the project products to the customer. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 21. Segment Information The Company has three reportable segments as of June 30, 2023. Prior to the Business Combination, GWW operated as two operating segments but aggregated its results into one reportable segment based on similarity in economic characteristics, other qualitative factors and the objectives and principals of Accounting Standards Codification 280, Segment Reporting. The following data presents the revenues, expenditures and other operating data of the Company’s operating segments for the three months and six months ended June 30, 2023 and 2022 (In thousands): Three Month Period Ended June 30, 2023 Three Month Period Ended June 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 4,187 $ 2,414 $ 2,177 $ 8,778 $ 2,945 $ 2,307 $ 1,252 $ 6,504 Cost of revenue 3,411 1,631 1,256 6,298 2,117 1,569 1,131 4,817 Gross profit 776 783 921 2,480 828 738 121 1,687 Operating expenses 1,681 894 1,051 3,626 1,198 1,183 864 3,245 Other income (expense), net and income tax benefit (provision) 642 443 382 1,467 314 ( 20 ) 90 384 Loss from continuing operations before income taxes $ ( 1,547 ) $ ( 554 ) $ ( 512 ) $ ( 2,613 ) $ ( 684 ) $ ( 425 ) $ ( 833 ) $ ( 1,942 ) Assets (at period end) $ 18,916 $ 7,678 $ 10,618 $ 37,212 $ 15,683 $ 7,094 $ 9,320 $ 32,097 Six Month Period Ended June 30, 2023 Six Month Period Ended June 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 8,128 $ 5,405 $ 3,968 $ 17,501 $ 6,199 $ 4,786 $ 2,763 $ 13,748 Cost of revenue 6,621 3,743 2,494 12,858 4,433 3,163 1,972 9,568 Gross profit 1,507 1,662 1,474 4,643 1,766 1,623 791 4,180 Operating expenses 4,472 2,576 2,532 9,580 2,315 2,211 1,703 6,229 Other income (expense), net and income tax benefit (provision) 82 ( 145 ) 196 133 338 ( 35 ) 100 403 Loss from continuing operations before income taxes $ ( 3,047 ) $ ( 769 ) $ ( 1,254 ) $ ( 5,070 ) $ ( 887 ) $ ( 553 ) $ ( 1,012 ) $ ( 2,452 ) Assets (at period end) $ 18,916 $ 7,678 $ 10,618 $ 37,212 $ 15,683 $ 7,094 $ 9,320 $ 32,097 |
Consolidated Proforma Unaudited
Consolidated Proforma Unaudited Financial Statements | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Consolidated Proforma Unaudited Financial Statements | Note 22. Consolidated Proforma Unaudited Financial Statements The following unaudited proforma combined financial information is based on the historical financial statements of the Company and Giga-tronics and subsidiaries after giving effect to the Company’s acquisition of the companies as if the acquisition occurred on January 1, 2022. The following unaudited proforma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2022, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated proforma results of operations for the three and six months ended June 30, 2022, as if the acquisition occurred on January 1, 2022. Proforma, unaudited (In thousands) Three months ended June 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 6,504 $ 1,930 $ — $ 8,434 Cost of sales 4,817 1,516 — 6,333 Operating expenses 3,245 1,624 — 4,869 Other income (expense) ( 384 ) ( 36 ) — ( 420 ) Income tax provision ( 7 ) — — ( 7 ) Net loss attributable to non-controlling interest ( 322 ) — — ( 322 ) Deemed dividend on Series E preferred stock — ( 2 ) ( 2 ) Net loss attributable to common stockholders $ ( 1,627 ) $ ( 1,248 ) $ — $ ( 2,875 ) Proforma, unaudited (In thousands) Six months ended June 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 13,748 $ 3,366 $ — $ 17,114 Cost of sales 9,568 2,552 — 12,120 Operating expenses 6,229 3,179 — 9,408 Other income (expense) ( 403 ) ( 53 ) — ( 456 ) Income tax provision ( 7 ) — — ( 7 ) Net loss attributable to non-controlling interest ( 335 ) 0 — ( 335 ) Deemed dividend on Series E preferred stock — ( 4 ) ( 4 ) Net loss attributable to common stockholders $ ( 2,124 ) $ ( 2,422 ) $ — $ ( 4,546 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23. Subsequent Events The Company received $ 285,000 from Ault Lending as a loan (see Note 2. Liquidity and Financial Condition). The Company also received from AAI the remaining outstanding balance of $ 119,000 of the note receivable, related party. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2022 Annual Report. |
Principles of Consolidation | Principles of Consolidation On September 8, 2022, the Company acquired GWW in a share exchange (the “Business Combination”). The Business Combination was accounted for as a reverse recapitalization with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of GWW and its wholly owned and majority owned subsidiaries. The unaudited condensed consolidated financial statements after completion of the Business Combination include the assets and liabilities and operations of GIGA and its subsidiaries from the Closing Date of the Business Combination. All intercompany transactions and balances have been eliminated. The shares and net loss per common share prior to the merger have been retroactively restated to reflect the share exchange ratio established in the merger. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards I n June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASU 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance was effective for the Company beginning on January 1, 2023 . The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements . In January 2017, FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance was effective for the Company beginning on January 1, 2023 . The adoption of this guidance did no t have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | The Company’s disaggregated revenues are comprised of the following (In thousands): Three Months Ended Six Months Ended Category June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Primary Geographical Markets North America $ 2,964 $ 1,111 $ 5,348 $ 2,622 Europe 2,258 2,239 5,021 4,719 Middle East and other 3,556 3,154 7,132 6,407 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 Major Goods RF/microwave filters $ 1,972 $ 560 $ 3,219 $ 2,071 Detector logarithmic video amplifiers 205 692 $ 749 692 Power supply units and systems 1,629 2,307 $ 4,016 4,786 Healthcare diagnostic systems 1,117 1,748 $ 2,326 1,992 Defense systems 3,855 1,197 $ 7,191 4,207 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 Timing of Revenue Recognition Goods transferred at a point in time $ 4,729 $ 3,603 $ 9,831 $ 7,114 Services transferred over time 4,049 2,901 7,670 6,634 Total revenue $ 8,778 $ 6,504 $ 17,501 $ 13,748 |
Note Receivable, Related Party
Note Receivable, Related Party (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Changes in Note Receivable, Related Party | The following table summarizes the changes in the Company’s note receivable, related party for the three and six months ended June 30, 2023 (In thousands) : Description Note receivable, Balance as of April 1, 2023 $ 942 Receipts during the period ( 823 ) Balance as of June 30, 2023 $ 119 Note receivable, Balance as of January 1, 2023 $ 1,242 Receipts during the period ( 1,123 ) Balance as of June 30, 2023 $ 119 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Raw materials $ 2,752 $ 2,758 Work-in-progress 3,685 3,186 Finished goods 1,696 1,751 Total $ 8,133 $ 7,695 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and Equipment, net, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Machinery and equipment $ 6,927 $ 6,912 Computer, software and related equipment 1,895 1,858 Leasehold improvements and office equipment 2,210 2,148 Total 11,032 10,918 Less: accumulated depreciation and amortization ( 9,109 ) ( 8,678 ) Property and equipment, net $ 1,923 $ 2,240 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, are comprised of the following (In thousands): Category Useful life June 30, 2023 December 31, 2022 Trademark Indefinite life $ 1,513 $ 1,493 Customer list 10 - 14 years 3,758 3,825 Total 5,271 5,318 Less: accumulated depreciation and amortization ( 1,931 ) ( 1,842 ) Intangible assets, net $ 3,340 $ 3,476 |
Schedule of Estimated Amortization Expense | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (In thousands): Fiscal Year June 30, 2023 2023 (remainder) $ 147 2024 294 2025 294 2026 294 2027 294 2028 204 Thereafter 300 $ 1,827 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in the Company’s goodwill for the three and six months ended June 30, 2023 (In thousands) : Description Goodwill Balance as of April 1, 2023 $ 8,948 Effect of exchange rate changes ( 85 ) Balance as of June 30, 2023 $ 8,863 Goodwill Balance as of January 1, 2023 $ 9,054 Effect of exchange rate changes ( 191 ) Balance as of June 30, 2023 $ 8,863 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities, are comprised of the following (In thousands): Category June 30, 2023 December 31, 2022 Accrued payroll and payroll taxes $ 2,227 $ 2,401 Deferred revenue 853 1,028 Other accrued expense 1,246 825 Other current liabilities $ 4,326 $ 4,254 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Components of Lease Expenses | The components of lease expenses for the three and six months ended June 30, 2023 and 2022 were as follow (In thousands): Description Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 352 $ 273 $ 708 $ 535 |
Summary of Supplemental Unaudited Condensed Consolidated Balance Sheet Information Related to Operating Leases | Supplemental unaudited condensed consolidated balance sheet information related to operating leases was as follows : Six Months Ended June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (In thousands) $ 761 Right-of-use assets obtained in exchange of new operating lease liabilities (In thousands) $ 151 Weighted-average remaining lease term - operating leases 5.5 years Weighted-average discount rate - operating leases 10.0 % |
Maturity of Lease Liabilities under Non-cancellable Operating Leases | Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2023 are as follow (In thousands): Fiscal Year Operating leases 2023 (remaining) $ 585 2024 932 2025 770 2026 509 2027 357 2028 357 Thereafter 760 Total future minimum lease payments 4,270 Less: imputed interest ( 750 ) Present value of lease liabilities $ 3,520 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Basis Fair Value Measurements | The fair value hierarchy table for the periods indicated is as follows (In thousands): Fair value measurement on a recurring basis at reporting date using (1) Level 1 Level 2 Level 3 Total Balance at June 30, 2023 Senior Secured Convertible Note (2), related party $ — $ — $ 3,964 $ 3,964 Senior Secured Convertible Note (3), related party — — 6,106 6,106 Senior Secured Convertible Note — — 2,317 2,317 Warrant liability — — 522 522 Total liabilities measured at fair value $ — $ — $ 12,909 $ 12,909 Balance at December 31, 2022 Senior Secured Convertible Note (2), related party $ — $ — $ 3,940 $ 3,940 Senior Secured Convertible Note (3), related party — — 6,068 6,068 Total liabilities measured at fair value $ — $ — $ 10,008 $ 10,008 1 There were no transfers between the respective Levels during the three and six month period ended June 30, 2023 and the year ended December 31, 2022. |
Schedule of Changes to Level 3 Measured Liabilities | Below are the changes to level 3 measured liabilities (In thousands): Level 3 measured liabilities Fair value at December 31, 2022 $ 10,008 Fair value of senior secured convertible notes issued 1,803 Fair value of warrants issued with senior secured convertible notes 1,530 Change in fair value ( 432 ) Fair value at June 30, 2023 $ 12,909 |
Senior Secured Convertible No_3
Senior Secured Convertible Notes and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable at Fair Value | Notes payable at June 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of Senior Secured Convertible Notes at January 11, 2023 1,803 Change in fair value of Senior Secured Convertible Notes ( 143 ) Balance as of March 31, 2023 $ 1,660 Change in fair value of Senior Secured Convertible Notes 657 Balance as of June 30, 2023 $ 2,317 |
Summary of Estimated Probability and Estimated Date of Notes Payable | The Company ascribed following probabilities to five possible scenarios: June 30, 2023 January 11, 2023 Scenario description Estimated probability Estimated date Estimated probability Estimated date Uplist transaction — % September 30, 2023 60.0 % June 30, 2023 Held to maturity 45.0 % October 6, 2023 10.0 % October 6, 2023 Change of control 5.0 % September 30, 2023 5.0 % September 30, 2023 Default 25.0 % October 6, 2023 — % N/A Dissolution 25.0 % October 6, 2023 25.0 % October 6, 2023 Total 100.0 % 100.0 % |
Schedule of Senior Secured Convertible Note | Based on these estimates, the Company arrived at the fair value of the Notes liability as shown below: Senior Secured Convertible Notes: June 30, 2023 January 11, 2023 Fair value (In thousands) $ 2,317 $ 1,803 Face value principle payment (In thousands) $ 3,333 $ 3,333 Face value at premium (In thousands) $ 4,166 $ 4,166 Conversion price $ 0.25 $ 0.78 Maturity date October 6, 2023 October 6, 2023 Interest rate 6.00 % 6.00 % Default interest rate 18.00 % 18.00 % Discount rate 97.50 % 94.00 % Valuation technique PWERM PWERM |
Schedule of Warranty Liability and Fair Value Analysis | The Warrants are liability classified and the Company performed a fair value analysis as shown below: Warrant liability, current: June 30, 2023 January 11, 2023 Fair value (In thousands) $ 522 $ 1,530 Number of warrants 1,666,667 1,666,667 Closing price (OTCB: GIGA) $ 0.31 $ 0.80 Volatility 145.70 % 133.60 % Risk-free discount rate 4.22 % 3.72 % Term 5 years 5 years Expiration date January 11, 2028 January 11, 2028 Valuation technique Monte Carlo simulation Monte Carlo simulation The warrants are classified as equity: January 11, 2023 Fair value (In thousands) $ 858 Number of warrants 1,200,000 Closing price (OTCB: GIGA) $ 0.80 Volatility 133.6 % Risk-free discount rate 3.72 % Contractual term in years 5 years Expiration date January 11, 2028 Valuation technique Monte Carlo simulation |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at June 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Due date Weighted Average Interest rate June 30, 2023 December 31, 2022 Bank credit Renewed every month 6.8 % $ 1,765 $ 1,623 Other notes payable Paid monthly 11.9 % 344 425 Financed receivables 8.5 % — 71 Total notes payable $ 2,109 $ 2,119 Less: current portion 1,852 1,797 Notes payable - long-term portion $ 257 $ 322 |
Senior Secured Convertible No_4
Senior Secured Convertible Notes, Related Party - (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Changes in the Senior Secured Convertible Notes, Related Party | The following table summarizes the changes in the Senior secured convertible notes, related party for the three months and six months ended June 30, 2023 (In thousands): Senior Secured Senior Secured Convertible Note (2) Convertible Note (3) Total Fair value at December 31, 2022 $ 3,940 $ 6,068 $ 10,008 Change in fair value of senior secured convertible notes, related party ( 223 ) ( 343 ) ( 566 ) Balance at March 31, 2023 3,717 5,725 9,442 Change in fair value of senior secured convertible notes, related party 247 381 628 Balance at June 30, 2023 $ 3,964 $ 6,106 $ 10,070 |
Schedule of Assumptions Associated with the Fair Value Calculations of Notes Payable to Related Party | The significant assumptions associated with the fair value of the Notes payable, related party as of the dates indicated, are as follows: June 30, 2023 December 31, 2022 Face value principle payment (In thousands) $ 11,133 $ 11,133 Conversion Price $ 0.78 $ 0.78 Maturity Date December 31, 2024 December 31, 2024 Interest rate 10.00 % 10.00 % Discount rate 24.50 % 27.30 % Valuation technique PWERM PWERM Fair Value (In thousands) $ 10,070 $ 10,008 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | AAI allocated the general corporate expense as shown in the table below for the periods indicated (In thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 General and administrative expense $ — $ 480 $ — $ 820 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense Included in Net Loss | The stock-based compensation expense included in net loss for the three and six months ended June 30, 2023 and 2022 were as follows (In thousands): Description Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 General and administrative expense $ 103 $ 42 $ 209 $ 83 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Three Months Ended Three Months Ended Segment June 30, 2023 % of Total Revenue June 30, 2022 % of Total Revenue Customer A $ 2,239 26 % $ 1,586 24 % Customer B $ 1,152 13 % $ 822 13 % Customer C $ 718 8 % $ 815 13 % Six Months Ended Six Months Ended Segment June 30, 2023 % of Total Revenue June 30, 2022 % of Total Revenue Customer A $ 4,308 25 % $ 4,091 30 % Customer B $ 2,220 13 % $ 1,581 12 % Customer C $ 1,590 9 % $ 1,239 9 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share (In thousands except share data): Three Months Ended June 30, 2023 June 30, 2022 Numerator Net loss attributable to common stockholders $ ( 2,644 ) $ ( 1,627 ) Denominator Basic weighted average shares outstanding 5,932 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,932 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.45 ) $ ( 0.56 ) Six Months Ended June 30, 2023 June 30, 2022 Numerator Net loss attributable to common stockholders $ ( 5,108 ) $ ( 2,124 ) Denominator Basic weighted average shares outstanding 5,932 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,932 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.86 ) $ ( 0.73 ) |
Schedule of Antidilutive Securities | The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the period indicated: Anti-dilutive securities June 30, 2023 Common shares issuable upon exercise of stock options 761 Common shares issuable on conversion of series F preferred stock 3,960 Common shares issuable upon exercise of warrants 6,833 Restricted stock awards 250 Common shares issuable upon conversion of senior secured convertible notes 57,864 Total 69,668 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenues, Expenditures and Other Operating Data of Company's Operating Segments | The following data presents the revenues, expenditures and other operating data of the Company’s operating segments for the three months and six months ended June 30, 2023 and 2022 (In thousands): Three Month Period Ended June 30, 2023 Three Month Period Ended June 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 4,187 $ 2,414 $ 2,177 $ 8,778 $ 2,945 $ 2,307 $ 1,252 $ 6,504 Cost of revenue 3,411 1,631 1,256 6,298 2,117 1,569 1,131 4,817 Gross profit 776 783 921 2,480 828 738 121 1,687 Operating expenses 1,681 894 1,051 3,626 1,198 1,183 864 3,245 Other income (expense), net and income tax benefit (provision) 642 443 382 1,467 314 ( 20 ) 90 384 Loss from continuing operations before income taxes $ ( 1,547 ) $ ( 554 ) $ ( 512 ) $ ( 2,613 ) $ ( 684 ) $ ( 425 ) $ ( 833 ) $ ( 1,942 ) Assets (at period end) $ 18,916 $ 7,678 $ 10,618 $ 37,212 $ 15,683 $ 7,094 $ 9,320 $ 32,097 Six Month Period Ended June 30, 2023 Six Month Period Ended June 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 8,128 $ 5,405 $ 3,968 $ 17,501 $ 6,199 $ 4,786 $ 2,763 $ 13,748 Cost of revenue 6,621 3,743 2,494 12,858 4,433 3,163 1,972 9,568 Gross profit 1,507 1,662 1,474 4,643 1,766 1,623 791 4,180 Operating expenses 4,472 2,576 2,532 9,580 2,315 2,211 1,703 6,229 Other income (expense), net and income tax benefit (provision) 82 ( 145 ) 196 133 338 ( 35 ) 100 403 Loss from continuing operations before income taxes $ ( 3,047 ) $ ( 769 ) $ ( 1,254 ) $ ( 5,070 ) $ ( 887 ) $ ( 553 ) $ ( 1,012 ) $ ( 2,452 ) Assets (at period end) $ 18,916 $ 7,678 $ 10,618 $ 37,212 $ 15,683 $ 7,094 $ 9,320 $ 32,097 |
Consolidated Proforma Unaudit_2
Consolidated Proforma Unaudited Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Summary of Unaudited Pro Forma Financial Information | The following table represents the unaudited consolidated proforma results of operations for the three and six months ended June 30, 2022, as if the acquisition occurred on January 1, 2022. Proforma, unaudited (In thousands) Three months ended June 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 6,504 $ 1,930 $ — $ 8,434 Cost of sales 4,817 1,516 — 6,333 Operating expenses 3,245 1,624 — 4,869 Other income (expense) ( 384 ) ( 36 ) — ( 420 ) Income tax provision ( 7 ) — — ( 7 ) Net loss attributable to non-controlling interest ( 322 ) — — ( 322 ) Deemed dividend on Series E preferred stock — ( 2 ) ( 2 ) Net loss attributable to common stockholders $ ( 1,627 ) $ ( 1,248 ) $ — $ ( 2,875 ) Proforma, unaudited (In thousands) Six months ended June 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 13,748 $ 3,366 $ — $ 17,114 Cost of sales 9,568 2,552 — 12,120 Operating expenses 6,229 3,179 — 9,408 Other income (expense) ( 403 ) ( 53 ) — ( 456 ) Income tax provision ( 7 ) — — ( 7 ) Net loss attributable to non-controlling interest ( 335 ) 0 — ( 335 ) Deemed dividend on Series E preferred stock — ( 4 ) ( 4 ) Net loss attributable to common stockholders $ ( 2,124 ) $ ( 2,422 ) $ — $ ( 4,546 ) |
Description of Business - Addit
Description of Business - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Subsidiaries | |
Power Electronics & Displays [Member] | |
Number of subsidiaries | 2 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Unsecured loan received | $ 285,000 | |
Face value principle payment | $ 11,133,000 | $ 11,133,000 |
Debt instrument, interest rate, stated percentage | 10% | 10% |
Notes due October 6, 2023 [Member] | ||
Face value principle payment | $ 3,300,000 | |
Demand Note [Member] | ||
Face value principle payment | $ 500,000 | |
Debt instrument, interest rate, stated percentage | 12% |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | Jun. 30, 2023 |
ASU 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle accounting standards update adopted | true |
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 |
Change in accounting principle accounting standards update immaterial effect | false |
ASU 2017-04 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle accounting standards update adopted | true |
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 |
Change in accounting principle accounting standards update immaterial effect | false |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 8,778 | $ 6,504 | $ 17,501 | $ 13,748 |
Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,729 | 3,603 | 9,831 | 7,114 |
Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,049 | 2,901 | 7,670 | 6,634 |
RF/microwave filters | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,972 | 560 | 3,219 | 2,071 |
Detector logarithmic video amplifiers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 205 | 692 | 749 | 692 |
Power supply units and systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,629 | 2,307 | 4,016 | 4,786 |
Healthcare diagnostic systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,117 | 1,748 | 2,326 | 1,992 |
Defense systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,855 | 1,197 | 7,191 | 4,207 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,964 | 1,111 | 5,348 | 2,622 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,258 | 2,239 | 5,021 | 4,719 |
Middle East and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,556 | $ 3,154 | $ 7,132 | $ 6,407 |
Note Receivable, Related Part_2
Note Receivable, Related Party - Summary of Changes in Note Receivable, Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Receivables [Abstract] | ||
Opening Balance | $ 942 | $ 1,242 |
Receipts during the period | (823) | (1,123) |
Ending Balance | $ 119 | $ 119 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,752 | $ 2,758 |
Work-in-progress | 3,685 | 3,186 |
Finished goods | 1,696 | 1,751 |
Total | $ 8,133 | $ 7,695 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,032 | $ 10,918 |
Less: accumulated depreciation and amortization | (9,109) | (8,678) |
Property and equipment, net | 1,923 | 2,240 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,927 | 6,912 |
Computer, Software and Related Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,895 | 1,858 |
Leasehold Improvements And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,210 | $ 2,148 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 202,000 | $ 219,000 | $ 384,000 | $ 360,000 |
Business Combination - Summary
Business Combination - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Identifiable net assets acquired (liabilities assumed) | |||
Goodwill | $ 8,863 | $ 8,948 | $ 9,054 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5,271 | $ 5,318 |
Less: accumulated depreciation and amortization | (1,931) | (1,842) |
Intangible assets, net | $ 3,340 | 3,476 |
Trademark [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible asset, Useful life | Indefinite life | |
Intangible assets, gross | $ 1,513 | 1,493 |
Customer List [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,758 | $ 3,825 |
Customer List [Member] | Minimum [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful life | 10 years | |
Customer List [Member] | Maximum [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful life | 14 years |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets amortization expense | $ 72,000 | $ 79,000 | $ 145,000 | $ 158,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule Of Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remainder) | $ 147 |
2024 | 294 |
2025 | 294 |
2026 | 294 |
2027 | 294 |
2028 | 204 |
Thereafter | 300 |
Total estimated amortization expense | $ 1,827 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 8,948 | $ 9,054 |
Effect of exchange rate changes | (85) | (191) |
Goodwill, Ending Balance | $ 8,863 | $ 8,863 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Face value principle payment | $ 11,133 | $ 11,133 |
Debt instrument, interest rate, stated percentage | 10% | 10% |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll and payroll taxes | $ 2,227 | $ 2,401 |
Deferred revenue | 853 | 1,028 |
Other accrued expense | 1,246 | 825 |
Other current liabilities | $ 4,326 | $ 4,254 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 2 months |
Lessee, operating lease, option to extend | some of which may include options to extend the leases perpetually |
Lessee, operating lease, existence of option to extend | true |
Lessee, operating lease, option to terminate | some of which may include options to terminate the leases within 1 year. |
Lessee, operating lease, existence of option to terminate | true |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, termination lease term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 8 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 352 | $ 273 | $ 708 | $ 535 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Unaudited Condensed Consolidated Balance Sheet Information Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 761 |
Right-of-use assets obtained in exchange of new operating lease liabilities | $ 151 |
Weighted-average remaining lease term - operating leases | 5 years 6 months |
Weighted-average discount rate - operating leases | 10% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities under Non-cancellable Operating Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (remaining) | $ 585 |
2024 | 932 |
2025 | 770 |
2026 | 509 |
2027 | 357 |
2028 | 357 |
Thereafter | 760 |
Total future minimum lease payments | 4,270 |
Less: imputed interest | (750) |
Present value of lease liabilities | $ 3,520 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Recurring Basis Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 12,909 | $ 10,008 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 12,909 | 10,008 |
Senior Secured Convertible Note (2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 3,964 | 3,940 |
Senior Secured Convertible Note (2) [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Senior Secured Convertible Note (2) [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Senior Secured Convertible Note (2) [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 3,964 | 3,940 |
Senior Secured Convertible Note (3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 6,106 | 6,068 |
Senior Secured Convertible Note (3) [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Senior Secured Convertible Note (3) [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Senior Secured Convertible Note (3) [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 6,106 | $ 6,068 |
Senior Secured Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 2,317 | |
Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 2,317 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 522 | |
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 522 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Changes to Level 3 Measured Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 10,008 |
Fair value of senior secured convertible notes issued | 1,803 |
Change in fair value | (432) |
Ending Balance | 12,909 |
Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of senior secured convertible notes issued | $ 1,530 |
Senior Secured Convertible No_5
Senior Secured Convertible Notes and Warrants - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jan. 11, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Debt instrument prepay premium percent upon event of default | 125% | ||
Conversion price | $ 0.25 | $ 0.78 | $ 0.78 |
Probability of notes payable | 100% | 100% | |
Warrant to purchase of common stock | 1,666,666 | ||
Warrant issued term | 5 years | ||
Issuance at an exercise price description | (i) beginning on the issuance date and for a period of 90 days thereafter, $0.78, (ii) if the Uplist Transaction has occurred as of the date of exercise, the lower of (A) $0.78 and (B) 110% of the per share offering price to the public in the Uplist Transaction, and (iii) if neither of (i) and (ii) apply, the lower of (A) $0.78 and (B) 90% of the lowest VWAP for the 10 trading days prior to the date of the exercise, subject to adjustment including downward adjustment upon any dilutive issuance of securities. | ||
Spartan Capital Securities | |||
Line of Credit Facility [Line Items] | |||
Proceeds from issuance of warrants | $ 240,000 | ||
Fair value analysis for warrants | 1,200,000 | ||
Ascribed fair value | $ 858,000 | ||
Percenatge of cash commission | 8% | ||
Placement Agent an expense allowance | $ 30,000 | ||
Warrants sold in offering | 1,200,000 | ||
Percentage of number of shares of common stock underlying the notes | 8% | ||
Warrant exercise price percentage | 110% | ||
Warrant issued term | 5 years | ||
Uplist Transaction [Member] | |||
Line of Credit Facility [Line Items] | |||
Probability of notes payable | 60% | 0% | |
Date of notes payable | Jun. 30, 2023 | Sep. 30, 2023 | |
Senior Secured Convertible Note [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt maturity date | Oct. 06, 2023 | Oct. 06, 2023 | |
Debt instrument accrued interest | 6% | ||
Increase in debt instrument accrued interest upon event of default | 18% | ||
Debt instrument accrued interest upon event of default | 20% | ||
Debt instrument prepay premium percent upon event of default | 125% | ||
Conversion price | $ 0.78 | $ 0.25 | |
Senior Secured Convertible Note [Member] | Securities Purchase Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Convertible notes | $ 3,300,000 | ||
Proceeds from issuance of warrants | $ 3,000,000 | ||
Warrant issued term | 5 years |
Senior Secured Convertible No_6
Senior Secured Convertible Notes and Warrants at Fair Value- Summary of Notes payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Line of Credit Facility [Line Items] | ||||
Change in fair value of Senior Secured Convertible Notes | $ 513 | $ 0 | ||
Senior Secured Convertible Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Beginning Balance | $ 1,660 | $ 0 | 0 | |
Issuance of Senior Secured Convertible Notes at January 11, 2023 | 1,803 | |||
Change in fair value of Senior Secured Convertible Notes | 657 | (143) | ||
Ending Balance | $ 2,317 | $ 1,660 | $ 2,317 |
Senior Secured Convertible No_7
Senior Secured Convertible Notes and Warrants - Summary of Estimated Probability and Estimated Date of Notes Payable (Details) | Jun. 30, 2023 | Jan. 11, 2023 |
Line of Credit Facility [Line Items] | ||
Estimated probaility | 100% | 100% |
Uplist Transaction [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 0% | 60% |
Estimated date | Sep. 30, 2023 | Jun. 30, 2023 |
Held to Maturity [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 45% | 10% |
Estimated date | Oct. 06, 2023 | Oct. 06, 2023 |
Change of Control [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 5% | 5% |
Estimated date | Sep. 30, 2023 | Sep. 30, 2023 |
Default [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 25% | 0% |
Estimated date | Oct. 06, 2023 | |
Dissolution [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 25% | 25% |
Estimated date | Oct. 06, 2023 | Oct. 06, 2023 |
Senior Secured Convertible No_8
Senior Secured Convertible Notes and Warrants - Schedule of Senior Secured Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 11, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Fair value | $ 10,070 | $ 10,008 | |
Conversion price | $ 0.25 | $ 0.78 | $ 0.78 |
Interest rate | 10% | 10% | |
Valuation technique | PWERM | PWERM | |
Senior Secured Convertible Note [Member] | |||
Line of Credit Facility [Line Items] | |||
Fair value | $ 1,803 | $ 2,317 | |
Face value principle payment | 3,333 | 3,333 | |
Face value at premium | $ 4,166 | $ 4,166 | |
Conversion price | $ 0.78 | $ 0.25 | |
Maturity date | Oct. 06, 2023 | Oct. 06, 2023 | |
Interest rate | 6% | 6% | |
Default interest rate | 18% | 18% | |
Discount rate | 94% | 97.50% | |
Valuation technique | PWERM | PWERM |
Senior Secured Convertible No_9
Senior Secured Convertible Notes and Warrants - Schedule of Warranty Liability and Fair Value Analysis (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 11, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Valuation technique | PWERM | PWERM | |
Spartan Capital Securities, LLC [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value | $ | $ 858 | ||
Number of warrants | shares | 1,200,000 | ||
Closing price (OTCB: GIGA) | $ / shares | $ 0.8 | ||
Term | 5 years | ||
Expiration date | Jan. 11, 2028 | ||
Valuation technique | Monte Carlo simulation | ||
Spartan Capital Securities, LLC [Member] | Volatility [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 1.336 | ||
Spartan Capital Securities, LLC [Member] | Risk-Free Discount Rate [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0372 | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value | $ | $ 1,530 | $ 522 | |
Number of warrants | shares | 1,666,667 | 1,666,667 | |
Closing price (OTCB: GIGA) | $ / shares | $ 0.8 | $ 0.31 | |
Term | 5 years | 5 years | |
Expiration date | Jan. 11, 2028 | Jan. 11, 2028 | |
Valuation technique | Monte Carlo simulation | Monte Carlo simulation | |
Warrant [Member] | Volatility [Member] | Estimate of Fair Value Measurement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 1.336 | 1.457 | |
Warrant [Member] | Risk-Free Discount Rate [Member] | Estimate of Fair Value Measurement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0372 | 0.0422 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total notes payables | $ 2,109 | $ 2,119 |
Notes payable - long-term portion | 257 | 322 |
Related Party And Non-Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Less: current portion | $ 1,852 | 1,797 |
Bank Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 6.80% | |
Total notes payables | $ 1,765 | 1,623 |
Other Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 11.90% | |
Total notes payables | $ 344 | 425 |
Financed Receivables [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 8.50% | |
Total notes payables | $ 71 |
Senior Secured Convertible N_10
Senior Secured Convertible Notes, Related Party - Summary of Changes in the Senior Secured Convertible Notes, Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||
Fair value at Beginning Balance | $ 9,442 | $ 10,008 | $ 10,008 | ||
Change in fair value of senior secured convertible notes, related party | 628 | (566) | $ 0 | 62 | $ 0 |
Ending balance | 10,070 | 9,442 | 10,070 | ||
Senior Secured Convertible Note (2) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fair value at Beginning Balance | 3,717 | 3,940 | 3,940 | ||
Change in fair value of senior secured convertible notes, related party | 247 | (223) | |||
Ending balance | 3,964 | 3,717 | 3,964 | ||
Senior Secured Convertible Note (3) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fair value at Beginning Balance | 5,725 | 6,068 | 6,068 | ||
Change in fair value of senior secured convertible notes, related party | 381 | (343) | |||
Ending balance | $ 6,106 | $ 5,725 | $ 6,106 |
Senior Secured Convertible N_11
Senior Secured Convertible Notes, Related Party - Schedule of Assumptions Associated with the Fair Value Calculations of Notes Payable to Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Jan. 11, 2023 | |
Related Party Transaction [Line Items] | |||
Face value principle payment | $ 11,133 | $ 11,133 | |
Conversion Price | $ 0.78 | $ 0.78 | $ 0.25 |
Maturity Date | Dec. 31, 2024 | Dec. 31, 2024 | |
Interest rate | 10% | 10% | |
Discount rate | 24.5 | 27.3 | |
Valuation technique | PWERM | PWERM | |
Fair Value | $ 10,070 | $ 10,008 |
Senior Secured Convertible N_12
Senior Secured Convertible Notes, Related Party - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Change in fair value of senior secured convertible notes, related party | $ (628,000) | $ 566,000 | $ 0 | $ (62,000) | $ 0 |
Senior Secured Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Change in fair value of senior secured convertible notes, related party | $ 628,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 2,428 | $ 2,500 | $ 7,116 | $ 4,697 |
AAI [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 0 | $ 480 | $ 0 | $ 820 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
AAI [Member] | ||
Related Party Transaction [Line Items] | ||
Advance received from related party | $ 0 | $ 400,000 |
Sale of Common Stock and Prefun
Sale of Common Stock and Prefunded Warrants - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||
Change in fair value of warrants issued with senior secured convertible notes | $ (1,008) | $ 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense Included in Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and Administrative Expense [Member] | ||||
Stock-based compensation | $ 103 | $ 42 | $ 209 | $ 83 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 511,000 |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 10 months 24 days |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 13,333,333 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, no par value | $ 0 | $ 0 |
Common Shares Issuable On Conversion of Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 520 | 520 |
Preferred stock, issued (in shares) | 515 | 515 |
Preferred stock, outstanding (in shares) | 515 | 515 |
Preferred Stock, Liquidation Preference, Value | $ 12,870 | $ 12,870 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (provision) | $ 8 | $ (7) | $ 15 | $ (7) |
Concentration of Credit Risk -
Concentration of Credit Risk - Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 8,778 | $ 6,504 | $ 17,501 | $ 13,748 |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 2,239 | $ 1,586 | $ 4,308 | $ 4,091 |
% of Total Revenue | 26% | 24% | 25% | 30% |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 1,152 | $ 822 | $ 2,220 | $ 1,581 |
% of Total Revenue | 13% | 13% | 13% | 12% |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 718 | $ 815 | $ 1,590 | $ 1,239 |
% of Total Revenue | 8% | 13% | 9% | 9% |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||
Net loss attributable to common stockholders | $ (2,644) | $ (1,627) | $ (5,108) | $ (2,124) |
Denominator | ||||
Basic weighted average shares outstanding | 5,932 | 2,920 | 5,932 | 2,920 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Diluted weighted-average shares | 5,932 | 2,920 | 5,932 | 2,920 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.45) | $ (0.56) | $ (0.86) | $ (0.73) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.45) | $ (0.56) | $ (0.86) | $ (0.73) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 69,668 |
Common Shares Issuable Upon Exercise of Stock Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 761 |
Common Shares Issuable Upon Exercise of Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6,833 |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 250 |
Common Shares Issuable On Conversion of Series F Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,960 |
Common Shares Issuable Upon Conversion of Senior Secured Convertible Notes [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 57,864 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Guarantee balance for project implementation fees | $ 4.4 | $ 3.6 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 2 |
Operating segment aggregate into number of reportable segment | 1 |
Segment Information - Schedule
Segment Information - Schedule of Revenues, Expenditures and Other Operating Data of Company's Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 8,778 | $ 6,504 | $ 17,501 | $ 13,748 | |
Cost of revenues | 6,298 | 4,817 | 12,858 | 9,568 | |
Gross profit | 2,480 | 1,687 | 4,643 | 4,180 | |
Operating expenses | 3,626 | 3,245 | 9,580 | 6,229 | |
Other income (expense), net and income tax benefit (provision) | 1,467 | 384 | 133 | 403 | |
Loss from continuing operations before income taxes | (2,613) | (1,942) | (5,070) | (2,452) | |
Assets (at period end) | 37,212 | 32,097 | 37,212 | 32,097 | $ 38,954 |
Precision Electronic Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 4,187 | 2,945 | 8,128 | 6,199 | |
Cost of revenues | 3,411 | 2,117 | 6,621 | 4,433 | |
Gross profit | 776 | 828 | 1,507 | 1,766 | |
Operating expenses | 1,681 | 1,198 | 4,472 | 2,315 | |
Other income (expense), net and income tax benefit (provision) | 642 | 314 | 82 | 338 | |
Loss from continuing operations before income taxes | (1,547) | (684) | (3,047) | (887) | |
Assets (at period end) | 18,916 | 15,683 | 18,916 | 15,683 | |
Power Electronics & Displays [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 2,414 | 2,307 | 5,405 | 4,786 | |
Cost of revenues | 1,631 | 1,569 | 3,743 | 3,163 | |
Gross profit | 783 | 738 | 1,662 | 1,623 | |
Operating expenses | 894 | 1,183 | 2,576 | 2,211 | |
Other income (expense), net and income tax benefit (provision) | 443 | (20) | (145) | (35) | |
Loss from continuing operations before income taxes | (554) | (425) | (769) | (553) | |
Assets (at period end) | 7,678 | 7,094 | 7,678 | 7,094 | |
RF Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 2,177 | 1,252 | 3,968 | 2,763 | |
Cost of revenues | 1,256 | 1,131 | 2,494 | 1,972 | |
Gross profit | 921 | 121 | 1,474 | 791 | |
Operating expenses | 1,051 | 864 | 2,532 | 1,703 | |
Other income (expense), net and income tax benefit (provision) | 382 | 90 | 196 | 100 | |
Loss from continuing operations before income taxes | (512) | (833) | (1,254) | (1,012) | |
Assets (at period end) | $ 10,618 | $ 9,320 | $ 10,618 | $ 9,320 |
Consolidated Proforma Unaudit_3
Consolidated Proforma Unaudited Financial Statements - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Net gain attributable to non-controlling interest | $ (2,605) | $ (1,949) | $ (5,055) | $ (2,459) |
GWW [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 6,504 | 13,748 | ||
Cost of sales | 4,817 | 9,568 | ||
Operating expenses | 3,245 | 6,229 | ||
Other income (expense) | (384) | (403) | ||
Income tax benefit (Provision) | (7) | (7) | ||
Net gain attributable to non-controlling interest | (322) | (335) | ||
Net loss attributable to common stockholders | (1,627) | (2,124) | ||
GIGA [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 1,930 | 3,366 | ||
Cost of sales | 1,516 | 2,552 | ||
Operating expenses | 1,624 | 3,179 | ||
Other income (expense) | (36) | (53) | ||
Net gain attributable to non-controlling interest | 0 | |||
Deemed dividend on Series E preferred stock | (2) | (4) | ||
Net loss attributable to common stockholders | (1,248) | (2,422) | ||
Proforma Unaudited [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 8,434 | 17,114 | ||
Cost of sales | 6,333 | 12,120 | ||
Operating expenses | 4,869 | 9,408 | ||
Other income (expense) | (420) | (456) | ||
Income tax benefit (Provision) | (7) | (7) | ||
Net gain attributable to non-controlling interest | (322) | (335) | ||
Deemed dividend on Series E preferred stock | (2) | (4) | ||
Net loss attributable to common stockholders | $ (2,875) | $ (4,546) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Subsequent Event [Line Items] | |
Unsecured loan received | $ 285,000 |
Related party loans amount | $ 119,000 |