Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 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 | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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 | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,052 | $ 2,195 |
Accounts receivable, net | 6,387 | 5,502 |
Accrued revenue | 2,979 | 2,479 |
Note receivable, related party | $ 0 | $ 1,242 |
Financing Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Inventories, net | $ 7,341 | $ 7,695 |
Prepaid expenses and other current assets | 986 | 625 |
TOTAL CURRENT ASSETS | 19,745 | 19,738 |
Intangible assets, net | 3,211 | 3,476 |
Goodwill | 8,679 | 9,054 |
Property, plant and equipment, net | 1,828 | 2,240 |
Right-of-use assets | 3,093 | 3,940 |
Other assets | 506 | 506 |
TOTAL ASSETS | 37,062 | 38,954 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 10,934 | 10,139 |
Senior secured convertible notes | 3,381 | 0 |
Warrant liabilities | 332 | 0 |
Operating lease liability, current | 769 | 1,067 |
Deferred revenue | 701 | 1,028 |
TOTAL CURRENT LIABILITIES | 18,519 | 14,031 |
Operating lease liability, non-current | 2,396 | 3,014 |
Notes payable | 235 | 322 |
Senior secured convertible notes, related party | 10,119 | 10,008 |
Other liabilities | 340 | 238 |
TOTAL LIABILITIES | 31,609 | 27,613 |
STOCKHOLDERS' EQUITY | ||
Common Stock; no par value; 100,000,000 shares authorized, 5,931,602 shares issued and outstanding at September 30, 2023; 13,333,333 shares authorized, 5,931,582 shares issued and outstanding at December 31, 2022 | 36,312 | 35,141 |
Accumulated deficit | (34,750) | (27,726) |
Accumulated other comprehensive loss | (1,924) | (1,779) |
Total stockholders' equity attributable to Giga-tronics | 4,628 | 10,626 |
Non-controlling interest | 825 | 715 |
TOTAL STOCKHOLDERS' EQUITY | 5,453 | 11,341 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 37,062 | 38,954 |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | 553 | 0 |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable | 1,849 | 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 | Sep. 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) | 5,931,602 | 5,931,582 |
Common stock, outstanding (in shares) | 5,931,602 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 10,372 | $ 7,783 | $ 27,873 | $ 21,530 |
Cost of revenues | 7,269 | 5,449 | 20,126 | 15,017 |
Gross profit | 3,103 | 2,334 | 7,747 | 6,513 |
Operating Expenses [Abstract] | ||||
General and administrative | 2,596 | 2,330 | 9,712 | 7,025 |
Research and development | 675 | 450 | 2,117 | 1,364 |
Selling and marketing | 401 | 416 | 1,423 | 1,034 |
Total operating expenses | 3,672 | 3,196 | 13,252 | 9,423 |
Loss from continuing operations | (569) | (862) | (5,505) | (2,910) |
Other (expense) income | ||||
Change in fair value of senior secured convertible notes, related party | (49) | 0 | (111) | 0 |
Change in fair value of warrants issued with senior secured convertible notes | 190 | 0 | 1,198 | 0 |
Change in fair value of senior secured convertible notes | (1,064) | 0 | (1,577) | 0 |
Other income (expense) | 0 | 180 | (2) | 112 |
Total other (expense) income , net | (1,080) | (51) | (1,215) | (454) |
Loss from continuing operations before income taxes | (1,649) | (913) | (6,720) | (3,364) |
Income tax benefit (provision) | (208) | 10 | (194) | 3 |
Net loss | (1,857) | (903) | (6,914) | (3,361) |
Net loss (gain) attributable to non-controlling interest | (57) | 166 | (110) | 501 |
Net loss attributable to common stockholders | $ (1,914) | $ (737) | $ (7,024) | $ (2,860) |
Net loss per common share, basic | $ (0.32) | $ (0.2) | $ (1.18) | $ (0.9) |
Net loss per common share, diluted | $ (0.32) | $ (0.2) | $ (1.18) | $ (0.9) |
Weighted average common shares outstanding, basic | 5,932 | 3,656 | 5,932 | 3,168 |
Weighted average common shares outstanding, diluted | 5,932 | 3,656 | 5,932 | 3,168 |
Comprehensive loss | ||||
Loss available to common stockholders | $ (1,914) | $ (737) | $ (7,024) | $ (2,860) |
Foreign currency translation adjustments | (467) | 693 | (145) | 2,300 |
Total comprehensive loss | (2,381) | (44) | (7,169) | (560) |
Related Party [Member] | ||||
Other (expense) income | ||||
Interest (expense) income | 0 | (208) | 0 | (395) |
Nonrelated Party [Member] | ||||
Other (expense) income | ||||
Interest (expense) income | $ (157) | $ (23) | $ (723) | $ (171) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Microphase Corporation [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] | Non-Controlling Interest [Member] Microphase Corporation [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 | 139 | $ 139 | ||||||
Compensation warrant issued in connection with senior secured convertible notes | 0 | |||||||
Capital contribution from parent | 1,719 | 1,719 | ||||||
Shares acquired in reverse capitalization | 4,404 | $ 4,404 | ||||||
Shares acquired in reverse capitalization (in shares) | 2,782,229 | |||||||
Fair value of convertible note, related party, in excess of cash received | (142) | $ (142) | ||||||
Common stock issued on warrant exercise | 229,268 | |||||||
Net loss | (2,860) | (2,860) | ||||||
Net loss attributable to common stockholders | (2,860) | |||||||
Foreign currency translation adjustments | (2,300) | (2,300) | ||||||
Increase in Microphase ownership from 55.9% to 61.8% | $ (346) | $ 346 | ||||||
Net income (loss) attributable to non-controlling interest | (501) | (501) | ||||||
Balance at Sep. 30, 2022 | 22,959 | $ 4,990 | $ 32,456 | (12,848) | (2,540) | 901 | ||
Balance (in shares) at Sep. 30, 2022 | 515 | 5,931,582 | ||||||
Balance at Jun. 30, 2022 | 19,723 | $ 4,990 | $ 27,970 | (12,111) | (1,847) | 721 | ||
Balance (in shares) at Jun. 30, 2022 | 515 | 2,920,085 | ||||||
Stock-based compensation | 56 | $ 56 | ||||||
Capital contribution from parent | 514 | 514 | ||||||
Shares acquired in reverse capitalization | 4,404 | $ 4,404 | ||||||
Shares acquired in reverse capitalization (in shares) | 2,782,229 | |||||||
Fair value of convertible note, related party, in excess of cash received | (142) | $ (142) | ||||||
Common stock issued on warrant exercise | 229,268 | |||||||
Net loss | (737) | (737) | ||||||
Net loss attributable to common stockholders | (737) | |||||||
Foreign currency translation adjustments | (693) | (693) | ||||||
Increase in Microphase ownership from 55.9% to 61.8% | $ (346) | $ 346 | ||||||
Net income (loss) attributable to non-controlling interest | (166) | (166) | ||||||
Balance at Sep. 30, 2022 | 22,959 | $ 4,990 | $ 32,456 | (12,848) | (2,540) | 901 | ||
Balance (in shares) at Sep. 30, 2022 | 515 | 5,931,582 | ||||||
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 | 312 | $ 312 | ||||||
Issuance of Restricted Stock Units | 20 | |||||||
Compensation warrant issued in connection with senior secured convertible notes | 859 | $ 859 | ||||||
Net loss | (7,024) | |||||||
Net loss attributable to common stockholders | (7,024) | (7,024) | ||||||
Foreign currency translation adjustments | (145) | (145) | ||||||
Net income (loss) attributable to non-controlling interest | 110 | 110 | ||||||
Balance at Sep. 30, 2023 | 5,453 | $ 4,990 | $ 36,312 | (34,750) | (1,924) | 825 | ||
Balance (in shares) at Sep. 30, 2023 | 515 | 5,931,602 | ||||||
Balance at Jun. 30, 2023 | 7,673 | $ 4,990 | $ 36,208 | (32,836) | (1,457) | 768 | ||
Balance (in shares) at Jun. 30, 2023 | 515 | 5,931,582 | ||||||
Stock-based compensation | 104 | $ 104 | ||||||
Issuance of Restricted Stock Units | 20 | |||||||
Net loss | (1,914) | |||||||
Net loss attributable to common stockholders | (1,914) | (1,914) | ||||||
Foreign currency translation adjustments | (467) | (467) | ||||||
Net income (loss) attributable to non-controlling interest | 57 | 57 | ||||||
Balance at Sep. 30, 2023 | $ 5,453 | $ 4,990 | $ 36,312 | $ (34,750) | $ (1,924) | $ 825 | ||
Balance (in shares) at Sep. 30, 2023 | 515 | 5,931,602 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - Gresham Holdings, Inc. [Member] - Microphase Corporation [Member] | Sep. 30, 2022 |
Minimum [Member] | |
Ownership interest percentage | 55.90% |
Maximum [Member] | |
Ownership interest percentage | 61.80% |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (6,914,000) | $ (3,361,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 571,000 | 477,000 |
Amortization of intangibles | 212,000 | 276,000 |
Amortization of right-of-use assets | 824,000 | 489,000 |
Change in fair value of senior secured convertible notes, related party | 111,000 | 0 |
Change in fair value of senior secured convertible notes | 1,577,000 | 0 |
Change in fair value of warrants issued with senior secured convertible notes | (1,198,000) | 0 |
Increase in capital contribution from parent for corporate overhead | 0 | 1,030,000 |
Stock-based compensation | 312,000 | 139,000 |
Compensation warrant issued in connection with senior secured convertible notes | 859,000 | 0 |
Original issue discount in connection with senior secured convertible notes | 333,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,114,000) | (1,381,000) |
Accrued revenue | (674,000) | (109,000) |
Inventories | 337,000 | (1,445,000) |
Prepaid expenses and other current assets | (368,000) | 181,000 |
Other assets | 0 | 37,000 |
Accounts payable and accrued expenses | 627,000 | (461,000) |
Accounts payable, related parties | 0 | 49,000 |
Other current liabilities | 183,000 | 537,000 |
Short term advances, related parties | 0 | 2,498,000 |
Other non-current liabilities | 87,000 | 0 |
Lease liabilities | (893,000) | (483,000) |
Net cash used in operating activities | (5,128,000) | (1,527,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (211,000) | (562,000) |
Acquisition of GIGA, net of cash received | 0 | (3,687,000) |
Net cash used in investing activities | (211,000) | (4,249,000) |
Cash flows from financing activities: | ||
Capital contribution from parent | 0 | 689,000 |
Proceeds from note receivable, related party | 1,244,000 | |
Proceeds from notes payable, related parties | 553,000 | 4,250,000 |
Proceeds from notes payable | 3,237,000 | 1,600,000 |
Payments on notes payable | (143,000) | 0 |
Net cash provided by financing activities | 4,891,000 | 6,539,000 |
Effects of exchange rate changes on cash and cash equivalents | 305,000 | (279,000) |
Net increase/(decrease) in cash and cash equivalents | (143,000) | 484,000 |
Cash and cash equivalents at beginning of period | 2,195,000 | 1,599,000 |
Cash and cash equivalents at end of period | 2,052,000 | 2,083,000 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest | 319,000 | 0 |
Non-cash investing and financing activities | ||
Fair value of convertible note, related party, in excess of cash received | 0 | 142,000 |
Shares acquired in reverse capitalization | $ 0 | $ 4,404,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Business Description [Abstract] | |
Description of Business | Note 1. Description of Business Giga-tronics Incorporated (“GIGA”), doing business as Gresham Worldwide, Inc., now known as Gresham Holdings, Inc. (“GWW”}, through its subsidiaries (collectively, the “Company”), designs, manufactures and distributes purpose-built 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 applications in the medical, industrial and telecommunications markets. GIGA has two subsidiaries Microsource Inc. (“Microsource”) and 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 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 legacy Giga-tronics business. The legacy business of Giga-tronics consists of (i) Microsource, a wholly-owned subsidiary which develops and manufactures sophisticated RADAR filters used in fighter aircraft, and “EW Test and Training”, which serves the defense electronics market with a signal generation platform used in the evaluation of military RADAR/EW systems and training personnel to recognize radio frequency threat signal profiles. We refer to this later business as our “Giga-tronics Division”. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity and Financial Condition [Abstract] | |
Liquidity and Financial Condition | Note 2. Liquidity and Financial Condition As of September 30, 2023, the Company had cash and cash equivalents of $ 2.1 million, working capital of $ 1.2 million, a history of net operating losses and cash outflows from operations. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow and cash usage forecasts, as well as obligations and debts. Although management believes in its ability to raise capital, the analysis used to determine the Company’s ability as a going concern does not include cash sources beyond the Company’s direct control that management expects to be available within the next 12 months. Management expects that the Company’s existing cash and cash equivalents and accounts receivable as of September 30, 2023, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities or a combination thereof. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed to allow the Company to continue its operations, or if available, on terms acceptable to the Company. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to scale back its operations or cease operations altogether. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 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 (“GAAP”) in the United States (”US”). 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 nine months ended September 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 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 September 8, 2022 (the “Closing Date”) of the Business Combination. All intercompany transactions and balances have been eliminated. 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 | 9 Months Ended |
Sep. 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 Nine Months Ended Category September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Primary Geographical Markets North America $ 3,742 $ 2,473 $ 9,090 $ 5,094 Europe 2,495 2,288 7,516 7,007 Middle East and other 4,135 2,729 11,267 9,127 Other — 293 0 302 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 Major Goods RF/microwave filters $ 2,201 $ 1,411 $ 5,420 $ 3,482 Detector logarithmic video amplifiers 360 250 1,109 942 Power supply units and systems 2,313 3,193 6,329 7,979 Healthcare diagnostic systems 947 294 3,273 2,285 Defense systems 4,551 2,635 11,742 6,842 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 Timing of Revenue Recognition Goods transferred at a point in time $ 5,206 $ 5,696 $ 15,037 $ 12,809 Services transferred over time 5,166 2,087 12,836 8,721 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 |
Note Receivable, Related Party
Note Receivable, Related Party | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 (In thousands) : Description Note receivable, Balance as of January 1, 2023 $ 1,242 Receipts during the period ( 1,242 ) Balance as of September 30, 2023 $ — |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Note 6. Inventories, net Inventories, net, are comprised of the following (In thousands): Category September 30, 2023 December 31, 2022 Raw materials $ 2,749 $ 2,758 Work-in-progress 2,266 3,186 Finished goods 2,326 1,751 Total $ 7,341 $ 7,695 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Machinery and equipment $ 6,918 $ 6,912 Computer, software and related equipment 1,901 1,858 Leasehold improvements and office equipment 2,244 2,148 Total 11,063 10,918 Less: accumulated depreciation and amortization ( 9,235 ) ( 8,678 ) Property and equipment, net $ 1,828 $ 2,240 Depreciation expense related to property and equipment was $ 187,000 and $ 117,000 for the three months ended September 30, 2023 and 2022, respectively, and $ 571,000 and $ 477,000 for the nine months ended September 30, 2023 and 2022, respectively |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Trademark Indefinite life $ 1,498 $ 1,493 Customer list 10 - 14 years 3,665 3,825 Total 5,163 5,318 Less: accumulated amortization ( 1,952 ) ( 1,842 ) Intangible assets, net $ 3,211 $ 3,476 Intangible assets amortization expense was $ 67,000 and $ 72,000 for the three months ended September 30, 2023 and 2022, respectively, and $ 212,000 and $ 276,000 for the nine months ended September 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 September 30, 2023 2023 (remainder) $ 73 2024 293 2025 293 2026 293 2027 293 2028 204 Thereafter 265 $ 1,714 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 (In thousands) : Description Goodwill Balance as of July 1, 2023 $ 8,863 Effect of exchange rate changes ( 184 ) Balance as of September 30, 2023 $ 8,679 Goodwill Balance as of January 1, 2023 $ 9,054 Effect of exchange rate changes ( 375 ) Balance as of September 30, 2023 $ 8,679 As of September 30, 2023, the Company has determined that there have been no technological, market or operational circumstances which indicate that it is more likely than not that the fair value of its reporting units is not less than its carrying amount. Due to the above, no quantitative impairment test for goodwill was performed. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Operating leases We have operating leases for office space. Our leases have remaining lease terms from 1 year to 7.7 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, recorded within operating expenses on the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 were as follow (In thousands): Description Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating lease cost $ 327 $ 248 $ 1,034 $ 783 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 11 . 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 September 30, 2023 Senior Secured Convertible Note (2), related party $ — $ — $ 4,005 $ 4,005 Senior Secured Convertible Note (3), related party — — 6,114 6,114 Senior Secured Convertible Note — — 3,381 3,381 Warrant liability — — 332 332 Total liabilities measured at fair value $ — $ — $ 13,832 $ 13,832 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 nine month period ended September 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 instruments 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 1,804 Fair value of warrants issued with senior secured convertible notes 1,530 Change in fair value 490 Fair value at September 30, 2023 $ 13,832 |
Senior Secured Convertible Note
Senior Secured Convertible Notes and Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Senior Secured Convertible Notes and Warrants | Note 12 . 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 September 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 1,804 Change in fair value of Senior Secured Convertible Notes ( 143 ) Balance as of March 31, 2023 1,661 Change in fair value of Senior Secured Convertible Notes 657 Balance as of June 30, 2023 2,318 Change in fair value of Senior Secured Convertible Notes 1,063 Balance as of September 30, 2023 $ 3,381 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 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. The Notes matured on October 11, 2023 and were exchanged for New Notes as described in Note 22. Subsequent Events. 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 the following probabilities to five possible scenarios: September 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 100.0 % October 11, 2023 10.0 % October 11, 2023 Change of control — % September 30, 2023 5.0 % September 30, 2023 Default — % October 11, 2023 — % N/A Dissolution — % October 11, 2023 25.0 % October 11, 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: September 30, 2023 January 11, 2023 Fair value (In thousands) $ 3,380 $ 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 11, 2023 October 6, 2023 Interest rate 6.00 % 6.00 % Default interest rate 18.00 % 18.00 % Discount rate 98.50 % 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 11, 2023, GIGA was required to double these Warrants since the Uplist Transaction did not occur by that date (see Note 22. Subsequent Events). The Warrants are liability classified and the Company performed a fair value analysis as shown below: Warrant liability, current: September 30, 2023 January 11, 2023 Fair value (In thousands) $ 332 $ 1,530 Number of warrants 1,666,667 1,666,667 Closing price (OTCB: GIGA) $ 0.12 $ 0.80 Volatility 150 % 134 % Risk-free discount rate 4.67 % 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 134 % 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 | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 13. Notes Payable Notes payable at September 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Due date Weighted Average Interest rate September 30, 2023 December 31, 2022 Bank credit Renewed every month 6.8 % $ 1,732 $ 1,623 Other notes payable Paid monthly 11.9 % 352 425 Financed receivables 8.5 % — 71 Total notes payable $ 2,084 $ 2,119 Less: current portion 1,849 1,797 Notes payable - long-term portion $ 235 $ 322 |
Senior Secured Convertible No_2
Senior Secured Convertible Notes, Related Party | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Senior Secured Convertible Notes, Related Party | Note 14. Senior Secured Convertible Notes, Related Party On September 8, 2022, Ault loaned the Company $ 4,250,000 by purchasing a Senior Secured Convertible Note (1) pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) upon the closing of the consummation of the transactions contemplated by the Securities Purchase Agreement (the “Business Combination”). On December 31, 2022 (the “Closing Date”), the Company entered into an exchange agreement with Ault to exchange the Senior Secured Convertible Note (1) due February 14, 2023 in the principal face amount of $ 4,250,000 dated September 8, 2022 plus any accrued interest thereon, for a Senior Secured Convertible Note (2) in the principal amount of $ 4,382,740 due December 31, 2024 . On the Closing Date, the Company also issued Ault Lending a 10 % Senior Secured Convertible Note in the principal amount of $ 6,750,000 (the “Senior Secured Convertible Note (3) ”) due December 31, 2024 . The following table summarizes the changes in the Senior Secured Convertible Notes, related party for the three months and nine months ended September 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 Change in fair value of senior secured convertible notes, related party 41 8 49 Balance at September 30, 2023 $ 4,005 $ 6,114 $ 10,119 The change of $ 49,000 in the fair value of the Senior secured convertible notes as of September 30, 2023 compared to June 30, 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 and comprehensive loss. The significant assumptions associated with the fair value of the Notes payable, related party as of the dates indicated, are as follows: September 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 25.40 % 27.30 % Valuation technique PWERM PWERM Fair Value (In thousands) $ 10,119 $ 10,008 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. 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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and administrative expense $ — $ 210 $ — $ 1,030 Since Closing Date, there has been no allocation of the general corporate expenses from AAI. 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 received capital contributions of $ 0 and $ 689,000 from AAI for the nine months ended September 30, 2023 and 2022, respectively. Notes Payable, Related Parties Notes payable, related parties at September 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Description Interest rate September 30, 2023 December 31, 2022 Notes payable to Ault including accrued interest 12 % $ 449 $ — Notes payable to director and officer including accrued interest 8 % 104 — Total notes payable, related party $ 553 $ — Accrued interest as of September 30, 2023 for the notes payable to Ault was $ 8,000 and for the notes payable to director and officer was $ 4,000 . |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 16. Stock-based Compensation The stock-based compensation expense included in net loss for the three and nine months ended September 30, 2023 and 2022 were as follows (In thousands): Description Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and administrative expense $ 104 $ 56 $ 313 $ 139 As of September 30, 2023, there was $ 374,000 of unrecognized compensation cost related to non-vested stock-based compensation arrangements expected to be recognized over a weighted average period of 0.7 years. |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 17. 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 September 30, 2023 % of Total Revenue September 30, 2022 % of Total Revenue Customer A $ 2,896 28 % $ 1,563 20 % Customer B $ 1,318 13 % $ 1,186 15 % Customer C $ 927 — % $ 1,027 13 % Nine Months Ended Nine Months Ended Segment September 30, 2023 % of Total Revenue September 30, 2022 % of Total Revenue Customer A $ 7,204 26 % $ 5,654 26 % Customer B $ 3,015 11 % $ 2,768 13 % Customer C $ 1,920 — % $ 2,266 11 % |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 18. 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 September 30, 2023 September 30, 2022 Numerator Net loss attributable to common stockholders $ ( 1,914 ) $ ( 737 ) Denominator Basic weighted average shares outstanding 5,932 3,656 Effect of dilutive securities — — Diluted weighted-average shares 5,932 3,656 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.32 ) $ ( 0.20 ) Nine Months Ended September 30, 2023 September 30, 2022 Numerator Net loss attributable to common stockholders $ ( 7,024 ) $ ( 2,860 ) Denominator Basic weighted average shares outstanding 5,932 3,168 Effect of dilutive securities — — Diluted weighted-average shares 5,932 3,168 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.18 ) $ ( 0.90 ) For the three month periods ended September 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 September 30, 2023 December 31, 2022 Common shares issuable upon exercise of stock options 761 797 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 6,833 2,299 Restricted stock awards 250 250 Common shares issuable upon conversion of senior secured convertible notes 61,241 14,256 Total 73,045 21,562 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. 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 September 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 September 30, 2023 and December 31, 2022, Enertec’s guarantees balance was $ 5.2 million and $ 3.6 million, respectively for project implementation fees which are released upon delivery of the project products to the customer. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 20. Segment Information The Company has three reportable segments as of September 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 nine months ended September 30, 2023 and 2022 (In thousands): Three Month Period Ended September 30, 2023 Three Month Period Ended September 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 5,298 $ 2,513 $ 2,561 $ 10,372 $ 3,838 $ 2,408 $ 1,537 $ 7,783 Cost of revenue 3,918 1,696 1,655 7,269 2,748 1,569 1,132 5,449 Gross profit 1,380 817 906 3,103 1,090 839 405 2,334 Operating expenses 1,698 979 995 3,672 1,491 871 834 3,196 Other income (expense), net and income tax benefit (provision) ( 813 ) ( 69 ) ( 406 ) ( 1,288 ) 2 4 ( 47 ) ( 41 ) Net Loss $ ( 1,131 ) $ ( 231 ) $ ( 495 ) $ ( 1,857 ) $ ( 399 ) $ ( 28 ) ( 476 ) $ ( 903 ) Assets (at period end) $ 18,933 $ 7,843 $ 10,286 $ 37,062 $ 30,612 $ 7,525 $ 10,128 $ 48,265 Nine Month Period Ended September 30, 2023 Nine Month Period Ended September 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 13,426 $ 7,918 $ 6,529 $ 27,873 $ 10,037 $ 7,194 $ 4,299 $ 21,530 Cost of revenue 10,538 5,439 4,149 20,126 7,181 4,732 3,104 15,017 Gross profit 2,888 2,479 2,380 7,747 2,856 2,462 1,195 6,513 Operating expenses 6,170 3,555 3,527 13,252 3,804 3,082 2,537 9,423 Other income (expense), net and income tax benefit (provision) ( 891 ) 80 ( 598 ) ( 1,409 ) ( 340 ) 42 ( 153 ) ( 451 ) Net Loss ( 4,173 ) $ ( 996 ) $ ( 1,745 ) $ ( 6,914 ) ( 1,289 ) $ ( 578 ) ( 1,495 ) $ ( 3,361 ) Assets (at period end) $ 18,933 $ 7,843 $ 10,286 $ 37,062 $ 30,612 $ 7,525 $ 10,128 $ 48,265 |
Consolidated Proforma Unaudited
Consolidated Proforma Unaudited Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Consolidated Proforma Unaudited Financial Statements | Note 21. 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 nine months ended September 30, 2022, as if the acquisition occurred on January 1, 2022. Proforma, unaudited (In thousands) Three months ended September 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 7,783 $ 856 $ — $ 8,639 Cost of sales 5,449 1,046 — 6,495 Operating expenses 3,196 2,545 — 5,741 Other income (expense) ( 51 ) ( 46 ) — ( 97 ) Income tax benefit 10 — — 10 Net loss attributable to non-controlling interest 166 — — 166 Deemed dividend on Series E preferred stock — ( 1 ) ( 1 ) Net loss attributable to common stockholders $ ( 737 ) $ ( 2,782 ) $ — $ ( 3,519 ) Proforma, unaudited (In thousands) Nine months ended September 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 21,530 $ 4,222 $ — $ 25,752 Cost of sales 15,017 3,598 — 18,615 Operating expenses 9,423 5,722 — 15,145 Other income (expense) ( 454 ) ( 99 ) — ( 553 ) Income tax provision 3 — — 3 Net loss attributable to non-controlling interest 501 — — 501 Deemed dividend on Series E preferred stock — ( 6 ) ( 6 ) Net loss attributable to common stockholders $ ( 2,860 ) $ ( 5,203 ) $ — $ ( 8,063 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events On October 10, 2023, the Company repaid $ 52,000 of the Notes payable to the director (see Note 15. Related Party Transactions). On October 11, 2023, the Company entered into an Agreement pursuant to which the Company exchanged the Prior Notes for new Senior Secured Convertible Promissory Notes which include the following terms: (A) Maturity date - October 11, 2024 , (B) Principal - $ 2,000,000 (C) Interest rate - 7 % per year, and (D) the New Notes have a working capital covenant pursuant to which the Company’s working capital, excluding any debt owed to Ault Lending or any of its affiliates and the New Notes, shall increase from the Company’s working capital as of September 30, 2023, by a minimum of $ 250,000 per quarter for the quarters ending December 31, 2023 and March 31, 2024 and $ 500,000 per quarter thereafter while either of the New Notes remain outstanding. On October 11, 20023, Ault Lending extended the maturity dates of the Senior Secured Promissory Note (2) and Senior Secured Promissory Note (3) to January 15, 2025. On October 31, 2023, The Company issued Ault Lending a $ 1,000,000 12 % Senior Secured Subordinated Promissory Note (the “New Ault Note”). The New Ault Note has a maturity date of June 30, 2025 and an interest rate of 12 % per annum. The New Ault Note is secured but subordinated to the New Notes described above. The Notes Payable to Ault including interest of $ 8,000 as of September 30, 20023 of $ 449,000 (see Note 15. Related Party Transactions) was rolled into the New Ault Note. The Company received an additional $ 325,000 under the New Ault Note since September 30, 2023. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 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 September 8, 2022 (the “Closing Date”) of the Business Combination. All intercompany transactions and balances have been eliminated. |
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) | 9 Months Ended |
Sep. 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 Nine Months Ended Category September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Primary Geographical Markets North America $ 3,742 $ 2,473 $ 9,090 $ 5,094 Europe 2,495 2,288 7,516 7,007 Middle East and other 4,135 2,729 11,267 9,127 Other — 293 0 302 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 Major Goods RF/microwave filters $ 2,201 $ 1,411 $ 5,420 $ 3,482 Detector logarithmic video amplifiers 360 250 1,109 942 Power supply units and systems 2,313 3,193 6,329 7,979 Healthcare diagnostic systems 947 294 3,273 2,285 Defense systems 4,551 2,635 11,742 6,842 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 Timing of Revenue Recognition Goods transferred at a point in time $ 5,206 $ 5,696 $ 15,037 $ 12,809 Services transferred over time 5,166 2,087 12,836 8,721 Total revenue $ 10,372 $ 7,783 $ 27,873 $ 21,530 |
Note Receivable, Related Party
Note Receivable, Related Party (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 (In thousands) : Description Note receivable, Balance as of January 1, 2023 $ 1,242 Receipts during the period ( 1,242 ) Balance as of September 30, 2023 $ — |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net, are comprised of the following (In thousands): Category September 30, 2023 December 31, 2022 Raw materials $ 2,749 $ 2,758 Work-in-progress 2,266 3,186 Finished goods 2,326 1,751 Total $ 7,341 $ 7,695 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Machinery and equipment $ 6,918 $ 6,912 Computer, software and related equipment 1,901 1,858 Leasehold improvements and office equipment 2,244 2,148 Total 11,063 10,918 Less: accumulated depreciation and amortization ( 9,235 ) ( 8,678 ) Property and equipment, net $ 1,828 $ 2,240 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Trademark Indefinite life $ 1,498 $ 1,493 Customer list 10 - 14 years 3,665 3,825 Total 5,163 5,318 Less: accumulated amortization ( 1,952 ) ( 1,842 ) Intangible assets, net $ 3,211 $ 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): |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 (In thousands) : Description Goodwill Balance as of July 1, 2023 $ 8,863 Effect of exchange rate changes ( 184 ) Balance as of September 30, 2023 $ 8,679 Goodwill Balance as of January 1, 2023 $ 9,054 Effect of exchange rate changes ( 375 ) Balance as of September 30, 2023 $ 8,679 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Components of Lease Expenses | The components of lease expenses, recorded within operating expenses on the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 were as follow (In thousands): Description Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating lease cost $ 327 $ 248 $ 1,034 $ 783 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 Senior Secured Convertible Note (2), related party $ — $ — $ 4,005 $ 4,005 Senior Secured Convertible Note (3), related party — — 6,114 6,114 Senior Secured Convertible Note — — 3,381 3,381 Warrant liability — — 332 332 Total liabilities measured at fair value $ — $ — $ 13,832 $ 13,832 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 nine month period ended September 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 1,804 Fair value of warrants issued with senior secured convertible notes 1,530 Change in fair value 490 Fair value at September 30, 2023 $ 13,832 |
Senior Secured Convertible No_3
Senior Secured Convertible Notes and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable at Fair Value | Notes payable at September 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 1,804 Change in fair value of Senior Secured Convertible Notes ( 143 ) Balance as of March 31, 2023 1,661 Change in fair value of Senior Secured Convertible Notes 657 Balance as of June 30, 2023 2,318 Change in fair value of Senior Secured Convertible Notes 1,063 Balance as of September 30, 2023 $ 3,381 |
Summary of Estimated Probability and Estimated Date of Notes Payable | The Company ascribed the following probabilities to five possible scenarios: September 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 100.0 % October 11, 2023 10.0 % October 11, 2023 Change of control — % September 30, 2023 5.0 % September 30, 2023 Default — % October 11, 2023 — % N/A Dissolution — % October 11, 2023 25.0 % October 11, 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: September 30, 2023 January 11, 2023 Fair value (In thousands) $ 3,380 $ 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 11, 2023 October 6, 2023 Interest rate 6.00 % 6.00 % Default interest rate 18.00 % 18.00 % Discount rate 98.50 % 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: September 30, 2023 January 11, 2023 Fair value (In thousands) $ 332 $ 1,530 Number of warrants 1,666,667 1,666,667 Closing price (OTCB: GIGA) $ 0.12 $ 0.80 Volatility 150 % 134 % Risk-free discount rate 4.67 % 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 134 % 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) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at September 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Due date Weighted Average Interest rate September 30, 2023 December 31, 2022 Bank credit Renewed every month 6.8 % $ 1,732 $ 1,623 Other notes payable Paid monthly 11.9 % 352 425 Financed receivables 8.5 % — 71 Total notes payable $ 2,084 $ 2,119 Less: current portion 1,849 1,797 Notes payable - long-term portion $ 235 $ 322 |
Senior Secured Convertible No_4
Senior Secured Convertible Notes, Related Party - (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 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 Change in fair value of senior secured convertible notes, related party 41 8 49 Balance at September 30, 2023 $ 4,005 $ 6,114 $ 10,119 |
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: September 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 25.40 % 27.30 % Valuation technique PWERM PWERM Fair Value (In thousands) $ 10,119 $ 10,008 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and administrative expense $ — $ 210 $ — $ 1,030 Since Closing Date, there has been no allocation of the general corporate expenses from AAI. |
Schedule of Notes Payable Related Parties | Notes payable, related parties at September 30, 2023 and December 31, 2022, were comprised of the following (In thousands): Description Interest rate September 30, 2023 December 31, 2022 Notes payable to Ault including accrued interest 12 % $ 449 $ — Notes payable to director and officer including accrued interest 8 % 104 — Total notes payable, related party $ 553 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 and 2022 were as follows (In thousands): Description Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and administrative expense $ 104 $ 56 $ 313 $ 139 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 % of Total Revenue September 30, 2022 % of Total Revenue Customer A $ 2,896 28 % $ 1,563 20 % Customer B $ 1,318 13 % $ 1,186 15 % Customer C $ 927 — % $ 1,027 13 % Nine Months Ended Nine Months Ended Segment September 30, 2023 % of Total Revenue September 30, 2022 % of Total Revenue Customer A $ 7,204 26 % $ 5,654 26 % Customer B $ 3,015 11 % $ 2,768 13 % Customer C $ 1,920 — % $ 2,266 11 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 September 30, 2022 Numerator Net loss attributable to common stockholders $ ( 1,914 ) $ ( 737 ) Denominator Basic weighted average shares outstanding 5,932 3,656 Effect of dilutive securities — — Diluted weighted-average shares 5,932 3,656 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.32 ) $ ( 0.20 ) Nine Months Ended September 30, 2023 September 30, 2022 Numerator Net loss attributable to common stockholders $ ( 7,024 ) $ ( 2,860 ) Denominator Basic weighted average shares outstanding 5,932 3,168 Effect of dilutive securities — — Diluted weighted-average shares 5,932 3,168 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.18 ) $ ( 0.90 ) |
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 September 30, 2023 December 31, 2022 Common shares issuable upon exercise of stock options 761 797 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 6,833 2,299 Restricted stock awards 250 250 Common shares issuable upon conversion of senior secured convertible notes 61,241 14,256 Total 73,045 21,562 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 and 2022 (In thousands): Three Month Period Ended September 30, 2023 Three Month Period Ended September 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 5,298 $ 2,513 $ 2,561 $ 10,372 $ 3,838 $ 2,408 $ 1,537 $ 7,783 Cost of revenue 3,918 1,696 1,655 7,269 2,748 1,569 1,132 5,449 Gross profit 1,380 817 906 3,103 1,090 839 405 2,334 Operating expenses 1,698 979 995 3,672 1,491 871 834 3,196 Other income (expense), net and income tax benefit (provision) ( 813 ) ( 69 ) ( 406 ) ( 1,288 ) 2 4 ( 47 ) ( 41 ) Net Loss $ ( 1,131 ) $ ( 231 ) $ ( 495 ) $ ( 1,857 ) $ ( 399 ) $ ( 28 ) ( 476 ) $ ( 903 ) Assets (at period end) $ 18,933 $ 7,843 $ 10,286 $ 37,062 $ 30,612 $ 7,525 $ 10,128 $ 48,265 Nine Month Period Ended September 30, 2023 Nine Month Period Ended September 30, 2022 Description Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Precision Electronic Solutions Power Electronics & Displays RF Solutions Total Revenue $ 13,426 $ 7,918 $ 6,529 $ 27,873 $ 10,037 $ 7,194 $ 4,299 $ 21,530 Cost of revenue 10,538 5,439 4,149 20,126 7,181 4,732 3,104 15,017 Gross profit 2,888 2,479 2,380 7,747 2,856 2,462 1,195 6,513 Operating expenses 6,170 3,555 3,527 13,252 3,804 3,082 2,537 9,423 Other income (expense), net and income tax benefit (provision) ( 891 ) 80 ( 598 ) ( 1,409 ) ( 340 ) 42 ( 153 ) ( 451 ) Net Loss ( 4,173 ) $ ( 996 ) $ ( 1,745 ) $ ( 6,914 ) ( 1,289 ) $ ( 578 ) ( 1,495 ) $ ( 3,361 ) Assets (at period end) $ 18,933 $ 7,843 $ 10,286 $ 37,062 $ 30,612 $ 7,525 $ 10,128 $ 48,265 |
Consolidated Proforma Unaudit_2
Consolidated Proforma Unaudited Financial Statements (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2022, as if the acquisition occurred on January 1, 2022. Proforma, unaudited (In thousands) Three months ended September 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 7,783 $ 856 $ — $ 8,639 Cost of sales 5,449 1,046 — 6,495 Operating expenses 3,196 2,545 — 5,741 Other income (expense) ( 51 ) ( 46 ) — ( 97 ) Income tax benefit 10 — — 10 Net loss attributable to non-controlling interest 166 — — 166 Deemed dividend on Series E preferred stock — ( 1 ) ( 1 ) Net loss attributable to common stockholders $ ( 737 ) $ ( 2,782 ) $ — $ ( 3,519 ) Proforma, unaudited (In thousands) Nine months ended September 30, 2022 Gresham Worldwide, Inc. Giga-tronics Proforma Adjustments Proforma Unaudited Net sales $ 21,530 $ 4,222 $ — $ 25,752 Cost of sales 15,017 3,598 — 18,615 Operating expenses 9,423 5,722 — 15,145 Other income (expense) ( 454 ) ( 99 ) — ( 553 ) Income tax provision 3 — — 3 Net loss attributable to non-controlling interest 501 — — 501 Deemed dividend on Series E preferred stock — ( 6 ) ( 6 ) Net loss attributable to common stockholders $ ( 2,860 ) $ ( 5,203 ) $ — $ ( 8,063 ) |
Description of Business - Addit
Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 Subsidiaries | |
Power Electronics & Displays [Member] | |
Number of subsidiaries | 2 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Cash and cash equivalents | $ 2,052 | $ 2,195 |
Working capital | $ (1,200) |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 10,372 | $ 7,783 | $ 27,873 | $ 21,530 |
Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,206 | 5,696 | 15,037 | 12,809 |
Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,166 | 2,087 | 12,836 | 8,721 |
RF/microwave filters | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,201 | 1,411 | 5,420 | 3,482 |
Detector logarithmic video amplifiers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 360 | 250 | 1,109 | 942 |
Power supply units and systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,313 | 3,193 | 6,329 | 7,979 |
Healthcare diagnostic systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 947 | 294 | 3,273 | 2,285 |
Defense systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,551 | 2,635 | 11,742 | 6,842 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,742 | 2,473 | 9,090 | 5,094 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,495 | 2,288 | 7,516 | 7,007 |
Middle East and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 4,135 | 2,729 | 11,267 | 9,127 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 293 | $ 0 | $ 302 |
Note Receivable, Related Part_2
Note Receivable, Related Party - Summary of Changes in Note Receivable, Related Party (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Receivables [Abstract] | |
Opening Balance | $ 1,242 |
Receipts during the period | (1,242) |
Ending Balance | $ 0 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,749 | $ 2,758 |
Work-in-progress | 2,266 | 3,186 |
Finished goods | 2,326 | 1,751 |
Total | $ 7,341 | $ 7,695 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,063 | $ 10,918 |
Less: accumulated depreciation and amortization | (9,235) | (8,678) |
Property and equipment, net | 1,828 | 2,240 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,918 | 6,912 |
Computer, Software and Related Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,901 | 1,858 |
Leasehold Improvements And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,244 | $ 2,148 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 187,000 | $ 117,000 | $ 571,000 | $ 477,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5,163 | $ 5,318 |
Less: accumulated amortization | (1,952) | (1,842) |
Intangible assets, net | $ 3,211 | 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 | $ 1,498 | 1,493 |
Customer List [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,665 | $ 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets amortization expense | $ 67,000 | $ 72,000 | $ 212,000 | $ 276,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule Of Estimated Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remainder) | $ 73 |
2024 | 293 |
2025 | 293 |
2026 | 293 |
2027 | 293 |
2028 | 204 |
Thereafter | 265 |
Total estimated amortization expense | $ 1,714 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 8,863 | $ 9,054 |
Effect of exchange rate changes | (184) | (375) |
Goodwill, Ending Balance | $ 8,679 | $ 8,679 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Deferred revenue | $ 701 | $ 1,028 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 1 year |
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 | 7 years 8 months 12 days |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 327 | $ 248 | $ 1,034 | $ 783 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 13,832 | $ 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 | 13,832 | 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 | 4,005 | 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 | 4,005 | 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 | 6,114 | 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 | 6,114 | $ 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 | 3,381 | |
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 | 3,381 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 332 | |
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 | $ 332 |
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 | 9 Months Ended |
Sep. 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 | 1,804 |
Change in fair value | 490 |
Ending Balance | 13,832 |
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 ($) | 9 Months Ended | ||
Jan. 11, 2023 | Sep. 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. 11, 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 | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Line of Credit Facility [Line Items] | |||||
Change in fair value of Senior Secured Convertible Notes | $ 1,577 | $ 0 | |||
Senior Secured Convertible Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Beginning Balance | $ 2,318 | $ 1,661 | $ 0 | 0 | |
Issuance of Senior Secured Convertible Notes at January 11, 2023 | 1,804 | ||||
Change in fair value of Senior Secured Convertible Notes | 1,063 | 657 | (143) | ||
Ending Balance | $ 3,381 | $ 2,318 | $ 1,661 | $ 3,381 |
Senior Secured Convertible No_7
Senior Secured Convertible Notes and Warrants - Summary of Estimated Probability and Estimated Date of Notes Payable (Details) | Sep. 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 | 100% | 10% |
Estimated date | Oct. 11, 2023 | Oct. 11, 2023 |
Change of Control [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 0% | 5% |
Estimated date | Sep. 30, 2023 | Sep. 30, 2023 |
Default [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 0% | 0% |
Estimated date | Oct. 11, 2023 | |
Dissolution [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 0% | 25% |
Estimated date | Oct. 11, 2023 | Oct. 11, 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 | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Fair value | $ 10,119 | $ 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 | $ 3,380 | |
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. 11, 2023 | |
Interest rate | 6% | 6% | |
Default interest rate | 18% | 18% | |
Discount rate | 94% | 98.50% | |
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 | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2023 USD ($) $ / shares shares | Sep. 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 | 1.34 | ||
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 | $ 332 | |
Number of warrants | shares | 1,666,667 | 1,666,667 | |
Closing price (OTCB: GIGA) | $ / shares | $ 0.8 | $ 0.12 | |
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 | 1.34 | 1.50 | |
Warrant [Member] | Risk-Free Discount Rate [Member] | Estimate of Fair Value Measurement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0372 | 0.0467 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total notes payables | $ 2,084 | $ 2,119 |
Notes payable - long-term portion | 235 | 322 |
Related Party And Non-Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Less: current portion | $ 1,849 | 1,797 |
Bank Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 6.80% | |
Total notes payables | $ 1,732 | 1,623 |
Other Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 11.90% | |
Total notes payables | $ 352 | 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 | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Fair value at Beginning Balance | $ 10,070 | $ 9,442 | $ 10,008 | $ 10,008 | ||
Change in fair value of senior secured convertible notes, related party | 49 | 628 | (566) | $ 0 | 111 | $ 0 |
Ending balance | 10,119 | 10,070 | 9,442 | 10,119 | ||
Senior Secured Convertible Note (2) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Fair value at Beginning Balance | 3,964 | 3,717 | 3,940 | 3,940 | ||
Change in fair value of senior secured convertible notes, related party | 41 | 247 | (223) | |||
Ending balance | 4,005 | 3,964 | 3,717 | 4,005 | ||
Senior Secured Convertible Note (3) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Fair value at Beginning Balance | 6,106 | 5,725 | 6,068 | 6,068 | ||
Change in fair value of senior secured convertible notes, related party | 8 | 381 | (343) | |||
Ending balance | $ 6,114 | $ 6,106 | $ 5,725 | $ 6,114 |
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 | 9 Months Ended | 12 Months Ended | |
Sep. 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 | 25.4 | 27.3 | |
Valuation technique | PWERM | PWERM | |
Fair Value | $ 10,119 | $ 10,008 |
Senior Secured Convertible N_12
Senior Secured Convertible Notes, Related Party - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jan. 11, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 08, 2022 | |
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 11,133,000 | $ 11,133,000 | $ 11,133,000 | ||||||
Interest rate | 10% | 10% | 10% | ||||||
Change in fair value of senior secured convertible notes, related party | $ (49,000) | $ (628,000) | $ 566,000 | $ 0 | $ (111,000) | $ 0 | |||
Senior Secured Convertible Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6% | 6% | 6% | ||||||
Maturity date | Oct. 06, 2023 | Oct. 11, 2023 | |||||||
Change in fair value of senior secured convertible notes, related party | $ 49,000 | ||||||||
Ault [Member] | Convertible Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 4,250,000 | ||||||||
Maturity date | Feb. 14, 2023 | ||||||||
Ault [Member] | Convertible Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 4,250,000 | $ 4,250,000 | |||||||
Ault [Member] | Exchange Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Full principal amount of loan | 4,382,740 | $ 4,382,740 | |||||||
Maturity date | Dec. 31, 2024 | ||||||||
Ault [Member] | Secured Note and Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 6,750,000 | $ 6,750,000 | |||||||
Interest rate | 10% | 10% | |||||||
Maturity date | Dec. 31, 2024 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 2,596 | $ 2,330 | $ 9,712 | $ 7,025 |
AAI [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 0 | $ 210 | $ 0 | $ 1,030 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Notes Payable Related Parties, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Interest rate | 10% | 10% |
Notes Payable to Ault Including Accrued Interest [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable, related party | $ 449 | |
Interest rate | 12% | |
Notes Payable to Director and Officer Including Accrued Interest [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable, related party | $ 104 | |
Interest rate | 8% | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Total notes payable, related party | $ 553 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
AAI [Member] | ||
Related Party Transaction [Line Items] | ||
Advance received from related party | $ 0 | $ 689,000 |
Ault | ||
Related Party Transaction [Line Items] | ||
Accrued interest of notes payable | 8,000 | |
Director and officer | ||
Related Party Transaction [Line Items] | ||
Accrued interest of notes payable | $ 4,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense Included in Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and Administrative Expense [Member] | ||||
Stock-based compensation | $ 104 | $ 56 | $ 313 | $ 139 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 374,000 |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 8 months 12 days |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 10,372 | $ 7,783 | $ 27,873 | $ 21,530 |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 2,896 | $ 1,563 | $ 7,204 | $ 5,654 |
% of Total Revenue | 28% | 20% | 26% | 26% |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 1,318 | $ 1,186 | $ 3,015 | $ 2,768 |
% of Total Revenue | 13% | 15% | 11% | 13% |
Customer Concentration Risk [Member] | Total Revenues [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 927 | $ 1,027 | $ 1,920 | $ 2,266 |
% of Total Revenue | 0% | 13% | 0% | 11% |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||
Net loss attributable to common stockholders | $ (1,914) | $ (737) | $ (7,024) | $ (2,860) |
Denominator | ||||
Basic weighted average shares outstanding | 5,932 | 3,656 | 5,932 | 3,168 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Diluted weighted-average shares | 5,932 | 3,656 | 5,932 | 3,168 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.32) | $ (0.2) | $ (1.18) | $ (0.9) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.32) | $ (0.2) | $ (1.18) | $ (0.9) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 73,045 | 21,562 |
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 | 797 |
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 | 2,299 |
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 | 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 | 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) | 61,241 | 14,256 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Guarantee balance for project implementation fees | $ 5.2 | $ 3.6 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 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 | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 10,372 | $ 7,783 | $ 27,873 | $ 21,530 | |
Cost of revenues | 7,269 | 5,449 | 20,126 | 15,017 | |
Gross profit | 3,103 | 2,334 | 7,747 | 6,513 | |
Operating expenses | 3,672 | 3,196 | 13,252 | 9,423 | |
Other income (expense), net and income tax benefit (provision) | (1,288) | (41) | (1,409) | (451) | |
Net loss | (1,857) | (903) | (6,914) | (3,361) | |
Assets (at period end) | 37,062 | 48,265 | 37,062 | 48,265 | $ 38,954 |
Precision Electronic Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 5,298 | 3,838 | 13,426 | 10,037 | |
Cost of revenues | 3,918 | 2,748 | 10,538 | 7,181 | |
Gross profit | 1,380 | 1,090 | 2,888 | 2,856 | |
Operating expenses | 1,698 | 1,491 | 6,170 | 3,804 | |
Other income (expense), net and income tax benefit (provision) | (813) | 2 | (891) | (340) | |
Net loss | (1,131) | (399) | (4,173) | (1,289) | |
Assets (at period end) | 18,933 | 30,612 | 18,933 | 30,612 | |
Power Electronics & Displays [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 2,513 | 2,408 | 7,918 | 7,194 | |
Cost of revenues | 1,696 | 1,569 | 5,439 | 4,732 | |
Gross profit | 817 | 839 | 2,479 | 2,462 | |
Operating expenses | 979 | 871 | 3,555 | 3,082 | |
Other income (expense), net and income tax benefit (provision) | (69) | 4 | 80 | 42 | |
Net loss | (231) | (28) | (996) | (578) | |
Assets (at period end) | 7,843 | 7,525 | 7,843 | 7,525 | |
RF Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 2,561 | 1,537 | 6,529 | 4,299 | |
Cost of revenues | 1,655 | 1,132 | 4,149 | 3,104 | |
Gross profit | 906 | 405 | 2,380 | 1,195 | |
Operating expenses | 995 | 834 | 3,527 | 2,537 | |
Other income (expense), net and income tax benefit (provision) | (406) | (47) | (598) | (153) | |
Net loss | (495) | (476) | (1,745) | (1,495) | |
Assets (at period end) | $ 10,286 | $ 10,128 | $ 10,286 | $ 10,128 |
Consolidated Proforma Unaudit_3
Consolidated Proforma Unaudited Financial Statements - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Net loss attributable to non-controlling interest | $ (1,857) | $ (903) | $ (6,914) | $ (3,361) |
GWW [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 7,783 | 21,530 | ||
Cost of sales | 5,449 | 15,017 | ||
Operating expenses | 3,196 | 9,423 | ||
Other income (expense) | (51) | (454) | ||
Income tax benefit (Provision) | 10 | 3 | ||
Net loss attributable to non-controlling interest | 166 | 501 | ||
Net loss attributable to common stockholders | (737) | (2,860) | ||
GIGA [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 856 | 4,222 | ||
Cost of sales | 1,046 | 3,598 | ||
Operating expenses | 2,545 | 5,722 | ||
Other income (expense) | (46) | (99) | ||
Deemed dividend on Series E preferred stock | (1) | (6) | ||
Net loss attributable to common stockholders | (2,782) | (5,203) | ||
Proforma Unaudited [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 8,639 | 25,752 | ||
Cost of sales | 6,495 | 18,615 | ||
Operating expenses | 5,741 | 15,145 | ||
Other income (expense) | (97) | (553) | ||
Income tax benefit (Provision) | 10 | 3 | ||
Net loss attributable to non-controlling interest | 166 | 501 | ||
Deemed dividend on Series E preferred stock | (1) | (6) | ||
Net loss attributable to common stockholders | $ (3,519) | $ (8,063) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 01, 2024 | Oct. 31, 2023 | Oct. 11, 2023 | Oct. 10, 2023 | Jan. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 11,133,000 | $ 11,133,000 | ||||||||
Payments on notes payable | $ 143,000 | $ 0 | ||||||||
Senior Secured Convertible Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maturity date | Oct. 06, 2023 | Oct. 11, 2023 | ||||||||
Debt instrument accrued interest | 6% | |||||||||
Senior Secured Convertible Promissory Notes [Member] | Exchange and Waiver Agreement [Member] | Forecast [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Working capital minimum increase amount | $ 250,000 | $ 250,000 | ||||||||
Working capital minimum increase amount thereafter | $ 500,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | Exchange and Waiver Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maturity date | Oct. 11, 2024 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Notes [Member] | Exchange and Waiver Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, annual interest rate percentage | 7% | |||||||||
Principal amount | $ 2,000,000 | |||||||||
Director [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments on notes payable | $ 52,000 | |||||||||
Ault Lending, Inc. [Member] | Subsequent Event [Member] | 12% Senior Secured Subordinated Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Notes payable including interest | $ 8,000 | |||||||||
New Ault Lending, Inc. [Member] | Subsequent Event [Member] | 12% Senior Secured Subordinated Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, annual interest rate percentage | 12% | |||||||||
Maturity date | Jun. 30, 2025 | |||||||||
Principal amount | $ 1,000,000 | |||||||||
Debt instrument accrued interest | 12% | |||||||||
Increased in additional borrowing capacity | $ 325,000 | |||||||||
Notes payable | $ 449,000 |