Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 10, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000719274 | ||
Entity Registrant Name | GRESHAM WORLDWIDE, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity 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 | ||
Entity Public Float | $ 450,280 | ||
Local Phone Number | 457-6667 | ||
Title of 12(b) Security | Common Stock, No par value | ||
Trading Symbol | GIGA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Marcum LLPWe have served as the Company’s auditor since 2021 | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, New YorkApril 15, 2024 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE | ||
Entity Common Stock, Shares Outstanding | 7,931,602 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 3,601 | $ 2,195 |
Restricted cash | 700 | 0 |
Accounts receivable, net | 4,294 | 5,502 |
Accrued revenue | 2,782 | 2,479 |
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 | $ 6,379 | $ 7,695 |
Prepaid expenses and other current assets | 1,438 | 625 |
TOTAL CURRENT ASSETS | 19,194 | 19,738 |
Intangible assets, net | 1,707 | 3,476 |
Goodwill | 5,794 | 9,054 |
Property and equipment, net | 1,708 | 2,240 |
Right-of-use assets | 3,023 | 3,940 |
Other assets | 506 | 506 |
TOTAL ASSETS | 31,932 | 38,954 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 8,671 | 8,243 |
Senior secured convertible notes | 5,544 | 0 |
Notes payable ($0.2 million related parties) | 1,477 | 1,797 |
Operating lease liability, current | 778 | 1,067 |
Deferred revenue | 1,609 | 1,028 |
Other current liabilities | 2,052 | 1,896 |
TOTAL CURRENT LIABILITIES | 20,131 | 14,031 |
Operating lease liability, non-current | 2,334 | 3,014 |
Notes payable | 200 | 322 |
Senior secured convertible notes, related party | 11,001 | 10,008 |
Other liabilities | 1,333 | 238 |
TOTAL LIABILITIES | 34,999 | 27,613 |
STOCKHOLDERS' EQUITY | ||
Common Stock; no par value; 100,000,000 shares authorized; 5,931,602 and 5,931,582 shares issued and outstanding at December 31, 2023 and December 31, 2022 respectively | 35,581 | 35,141 |
Accumulated deficit | (42,821) | (27,726) |
Accumulated other comprehensive loss | (1,352) | (1,779) |
TOTAL STOCKHOLDERS' EQUITY | (3,602) | 10,626 |
Non-controlling interest | 535 | 715 |
TOTAL STOCKHOLDERS' EQUITY | (3,067) | 11,341 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 31,932 | 38,954 |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Notes payable ($0.2 million related parties) | 200 | 200 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 4,990 | $ 4,990 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Notes payable to related parties | $ 1,477 | $ 1,797 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0 | $ 0 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 5,931,602 | 5,931,602 |
Common stock, outstanding | 5,931,582 | 5,931,582 |
Related Party [Member] | ||
Notes payable to related parties | $ 200 | $ 200 |
Series F Preferred Stock [Member] | ||
Preferred stock, authorized | 520 | 520 |
Preferred stock, issued | 514.8 | 514.8 |
Preferred stock, outstanding | 514.8 | 514.8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | $ 37,826 | $ 30,255 |
Cost of revenues | 28,078 | 21,780 |
Gross profit | 9,748 | 8,475 |
Operating Expenses [Abstract] | ||
General and administrative | 12,791 | 10,543 |
Research and development | 2,918 | 2,137 |
Selling and marketing | 1,890 | 1,712 |
Impairment of goodwill | 3,172 | 10,459 |
Impairment of intangibles | 1,525 | 0 |
Total operating expenses | 22,296 | 24,851 |
Loss from continuing operations | (12,548) | (16,376) |
Other (expense) income | ||
Change in fair value of senior secured convertible notes, related party | 7 | (1,092) |
Change in fair value of senior secured convertible note | (3,741) | 0 |
Change in fair value of warrants issued with senior secured convertible notes | 2,437 | 0 |
Issuance of common stock purchase warrants | (726) | 0 |
Other | 408 | 148 |
Total other (expense) income , net | (2,483) | (2,165) |
Loss from continuing operations before income taxes | (15,031) | (18,541) |
Income tax (provision) benefit | (244) | 123 |
Net loss | (15,275) | (18,418) |
Net loss attributable to non-controlling interest | $ 180 | $ 680 |
Net loss per common share, basic | $ (2.54) | $ (3.2) |
Net loss attributable to common stockholders | $ (15,095) | $ (17,738) |
Net loss per common share, diluted | $ (2.54) | $ (3.2) |
Weighted average common shares outstanding, basic | 5,932 | 5,552 |
Weighted average common shares outstanding, diluted | 5,932 | 5,552 |
Comprehensive loss | ||
Loss available to common stockholders | $ (15,095) | $ (17,738) |
Foreign currency translation adjustments | 427 | (1,539) |
Total comprehensive loss | (14,668) | (19,277) |
Related Party [Member] | ||
Other (expense) income | ||
Interest expense | 0 | (482) |
Nonrelated Party [Member] | ||
Other (expense) income | ||
Interest expense | $ (868) | $ (739) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] |
Balance at Dec. 31, 2021 | $ 22,500 | $ 4,990 | $ 26,682 | $ (9,988) | $ (240) | $ 1,056 |
Balance (in shares) at Dec. 31, 2021 | 515 | 2,920,085 | ||||
Stock-based compensation | 605 | $ 605 | ||||
Capital contribution from parent | 1,570 | 1,570 | ||||
Shares acquired in reverse capitalization | 4,404 | $ 4,404 | ||||
Shares acquired in reverse capitalization (in shares) | 2,782,229 | |||||
Gain on extinguishment of related party debt | 1,544 | $ 1,544 | ||||
Warrant issued in exchange of related party debt | 682 | $ 682 | ||||
Common stock issued on warrant exercise | 229,268 | |||||
Net loss | (17,738) | (17,738) | ||||
Net loss attributable to common stockholders | (17,738) | |||||
Foreign currency translation adjustments | (1,546) | (1,539) | (7) | |||
Increase in Microphase ownership | $ (346) | 346 | ||||
Net income (loss) attributable to non-controlling interest | (680) | (680) | ||||
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 | 440 | $ 440 | ||||
Issuance of Restricted Stock Units | 20 | |||||
Net loss | (15,095) | |||||
Net loss attributable to common stockholders | (15,095) | (15,095) | ||||
Foreign currency translation adjustments | 427 | 427 | ||||
Net income (loss) attributable to non-controlling interest | (180) | (180) | ||||
Balance at Dec. 31, 2023 | $ (3,067) | $ 4,990 | $ 35,581 | $ (42,821) | $ (1,352) | $ 535 |
Balance (in shares) at Dec. 31, 2023 | 515 | 5,931,602 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (15,275) | $ (18,418) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 756 | 663 |
Impairment of goodwill | 3,172 | 10,459 |
Impairment of intangibles | 1,525 | 0 |
Amortization of intangibles | 278 | 308 |
Amortization of right-of-use assets | 1,027 | 588 |
Change in fair value of senior secured convertible notes, related party | (7) | 1,357 |
Change in fair value of senior secured convertible notes | 3,741 | 0 |
Change in fair value of warrants issued with senior secured convertible notes | (2,437) | 0 |
Compensation warrants issued in connection with senior secured convertible notes | 858 | 0 |
Issuance of common stock purchase warrants | 726 | 0 |
Increase in capital contribution from parent for corporate overhead | 0 | 1,090 |
Stock-based compensation | 440 | 605 |
Original issue discount in connection with senior secured convertible notes | 333 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,185 | (867) |
Accounts receivables, related parties | 0 | (5) |
Accrued revenue | (369) | (98) |
Inventories | 1,420 | (1,209) |
Prepaid expenses and other current assets | (805) | 156 |
Other assets | 0 | 31 |
Accounts payable and accrued expenses | 288 | 289 |
Accounts payable, related parties | 0 | 23 |
Other current liabilities | 329 | 601 |
Other non-current liabilities | 1,078 | 0 |
Lease liabilities | (1,077) | (607) |
Net cash used in operating activities | (2,814) | (5,034) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (234) | (638) |
Acquisition of GIGA, net of cash received | 0 | (3,687) |
Net cash used in investing activities | (234) | (4,325) |
Cash flows from financing activities: | ||
Capital contribution from parent | 0 | 480 |
Proceeds from notes payable, related parties | 2,413 | 9,617 |
Proceeds from notes payable | 2,615 | 1,198 |
Payments on notes payable | (177) | 0 |
Payments on revolving credit facilities, net | 0 | (1,616) |
Net cash provided by financing activities | 4,851 | 9,679 |
Effects of exchange rate changes on cash | 303 | 276 |
Net increase in cash and restricted cash | 2,106 | 596 |
Cash and restricted cash at beginning of period | 2,195 | 1,599 |
Cash and restricted cash at end of period | 4,301 | 2,195 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 868 | 739 |
Non-cash investing and financing activities | ||
Gain on extinguishment of related party debt | 0 | 1,544 |
Warrants issued in exchange of related party debt | 0 | 682 |
Shares acquired in reverse capitalization | $ 0 | $ 4,404 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Business Description [Abstract] | |
Description of Business | Note 1. Description of Business Gresham Worldwide, Inc., (“Gresham” or 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 and the healthcare market. Gresham was established by the Business Combination of Giga-tronics and Gresham Holdings, and is led by Jonathan Read, its Chief Executive Officer, Robin Shaffer, its Chief Operating Officer, and Lutz Henckels, its Chief Financial Officer. Our operations consist of three reporting segments: • Radio Frequency Solutions (“RF Solutions”) – consists of Microphase which is located in Connecticut. Microphase designs and manufactures custom microwave hardware products for military applications and generates revenue primarily through production contracts for custom engineered components and RADAR filters. • Precision Electronic Solutions – consists of one subsidiary and one division, namely Enertec located in Israel and what we call our legacy Giga-tronics business. Enertec develops and supplies advanced command & control, test and calibration systems for use in failsafe military and medical applications. The legacy business of Giga-tronics (the “Giga-tronics Business”) consists of 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. We refer to this later business as our “Giga-tronics Division”. • Power Electronics & Displays – consists of two subsidiaries, namely Gresham Power and Relec located in the United Kingdom (the “UK”) which primarily engineer and provide integrated, mobile power electronics and display solutions that distribute and supply continuous, dependable, clean low voltage power. |
Going Concern and Management's
Going Concern and Management's Plan | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern and Management's Plan [Abstract] | |
Going Concern and Management's Plan | Note 2. Going Concern and Management’s Plan The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates in these financial statements include revenue recognition, the estimated useful lives of property and equipment and intangible assets, fair value of convertible notes, fair values of assets acquired and liabilities assumed in business combinations, impairment of goodwill and long-lived assets and accounting for lease obligations and income tax uncertainties and contingencies. Principles of Consolidation The consolidated financial statements include the accounts of Gresham Worldwide and its wholly owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. Accounts payable and accrued expenses and Other current liabilities have been reclassified as Accounts payable and accrued expenses, Deferred revenue and Other current liabilities. These reclassifications had no effect on previously reported results of operations. The impact on any prior period disclosures was immaterial. Significant Accounting Policies Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired customer relations, developed technology and tradenames are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions as of the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from date of acquisition. Direct transaction costs associated with the business combination are expensed as incurred. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (”FASB”) issued Accounting Standards Codification (”ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer, • Step 2: Identify the performance obligations in the contract, • Step 3: Determine the transaction price, • Step 4: Allocate the transaction price to the performance obligations in the contract, and • Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company enters into contracts directly with its customers and generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. The Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost-to-cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services are recognized based upon the proportional performance method as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient in ASC 606-10-50-14(a) to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment of the collectability of accounts receivable as of December 31, 2023 and 2022, an allowance was provided for doubtful accounts of $ 56,000 and $ 64,000 , respectively. Accrued Revenue Manufacturing services that are recognized as revenue based upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer has not been invoiced for these revenues, are recorded as accrued revenue in the accompanying consolidated balance sheets. Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures , fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents and accounts receivables, approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Foreign Currency Translation Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income. Cash and Restricted Cash Cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions in banks in the United States (“U.S.”), United Kingdom (“UK”) and Israel. Such deposits in the U.S. may exceed the U.S. Federal Deposit Insurance Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” method. • Work-in-progress and finished products—using the “first-in, first-out” method on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. Property and Equipment, Net We record property and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. Goodwill represents the excess purchase price over the fair value of the net assets acquired. When conducting annual or interim impairment assessments, if applicable, a two-step process is used. First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's each reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections, discount rate, and future market conditions. For indefinite-lived intangible assets with indefinite lives, the Company has the option to first assess qualitative factors of the indefinite-lived intangible assets. If the result of a qualitative test indicates that it is more likely that not that the asset is impaired a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Intangible Assets The Company records intangible assets subject to amortization at fair value at the date of acquisition . The Company has trademarks which were determined to have an indefinite life. Intangibles with definite lives consist of Customer relationships, which are amortized on a straight line bases over their estimated useful lives from 10 - 14 years. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. The factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. When an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. Fair value option The Company has elected to record the Senior Secured Convertible Notes and Senior Secured Convertible Notes Payable, Related Parties (together “Convertible Notes”) at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while those are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The fair value of the Convertible Notes were determined using a probability weighted expected return model (“PWERM”), a scenario-based valuation model in which discrete future outcome scenarios for the Company are projected and discounted to present value. 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. Warranty The Company offers a warranty period of 12 months for all its manufactured products. The Company estimates the costs that may be incurred under its warranty and records a warranty liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. Contingencies The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company can be subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the range of loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB (“ASC No. 740”), Income Taxes , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. As of December 31, 2023, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $ 30,000 . As of December 31, 2022, there are no uncertain tax positions taken, that would require recognition of a liability that would require disclosure in the financial statements. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. Forfeitures are accounted for as they occur. The Company recognizes stock-based expenses related to stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term. The Company calculates the expected term utilizing the simplified method which is the average between the various vesting period and contractual term. The Company determines the volatility of its stock by looking at the historic volatility of its stock over the expected term of the stock options, and the risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. 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 U.S., 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. Net Loss per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted Earnings per Share (“EPS”) incorporates the incremental shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method. Anti-dilutive securities are not included in the computation of diluted EPS . Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income . This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recognized as Right-of-use (“ROU”) assets, Operating lease liability, current, and Operating lease liability, non-current on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the remaining life of the lease, without assuming renewal features, if any, are exercised. We elected the practical expedient in ASC 842 and do not separate lease and non-lease components for our leases. Recent Accounting Standards Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses”, (“ASU No. 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 is effective for the Company beginning on January 1, 2023 , with early adoption permitted. The Company adopted the guidance on January 1, 2023, and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers .” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The Company adopted the guidance on January 1, 2023 , and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In January 2017, FASB issued Accounting Standards Update (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 is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company has not elected to early adopt the provisions of ASU 2017-04. If early adoption had been selected, the goodwill impairment recorded and analysis performed at December 31, 2022 would have been materially different given that one of the reporting units had negative carrying value. The Company adopted the guidance on January 1, 2023 , and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, I ncome Taxes (Topic 740): Improvements to Income Tax Disclosures , (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. |
Revenue Disaggregation
Revenue Disaggregation | 12 Months Ended |
Dec. 31, 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): Year Ended Category December 31, 2023 December 31, 2022 Primary Geographical Markets North America $ 11,960 $ 7,317 Europe 9,250 9,907 Middle East 15,550 12,520 Rest of the World 1,066 511 Total revenue $ 37,826 $ 30,255 Major Goods RF/microwave filters $ 9,196 $ 5,070 Detector logarithmic video amplifiers 1,703 1,060 Power supply units and systems 8,975 11,605 Healthcare diagnostic systems 3,956 4,073 Defense systems 13,996 8,447 Total revenue $ 37,826 $ 30,255 Timing of Revenue Recognition Goods transferred at a point in time $ 20,151 $ 18,430 Services transferred over time 17,675 11,825 Revenue from contracts with customers $ 37,826 $ 30,255 Deferred revenue The Company has received advanced payments of $ 1.6 million as of December 31, 2023 and $ 1.0 million as of December 31, 2022 for products that are to be delivered or performed in the future. The advanced payments are primarily for material purchases of products to be delivered during to following 12-month period (In thousands): Total Deferred revenue Balance at January 1, 2022 $ 401 Addition during the year 12,452 Recognized during the year ( 11,825 ) Balance at December 31, 2022 $ 1,028 Addition during the year 18,255 Recognized during the year ( 17,675 ) Balance at December 31, 2023 $ 1,608 Backlog - Other performance obligations The Company has a $ 31.2 million backlog as of December 31, 2023 of which $ 23.4 is expected to be recognized as revenue in 2024 . |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories are comprised of the following (in thousands): As of Category December 31, 2023 December 31, 2022 Raw materials $ 3,168 $ 2,758 Work-in-progress 1,512 3,186 Finished goods 1,699 1,751 Total $ 6,379 $ 7,695 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, net Property and Equipment, net, are comprised of the following (in thousands): As of Category December 31, 2023 December 31, 2022 Machinery and equipment and other $ 7,256 $ 7,182 Computer, software and related equipment 1,960 1,858 Leasehold improvements 1,988 1,878 11,204 10,918 Less: accumulated depreciation and amortization ( 9,496 ) ( 8,678 ) Property and equipment, net $ 1,708 $ 2,240 Depreciation and amortization expenses related to the property and equipment for the years ended December 31, 2023 and 2022 were $ 756,000 and $ 663,000 , respectively. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 7. Business Combination On September 8, 2022, Gresham acquired 100 % of the capital stock of Gresham Holdings from AAI in exchange for 2.92 million shares of our common stock and 514.8 shares of our Series F preferred that are convertible into an aggregate of 3.96 million shares of our common stock. Gresham also assumed Gresham Holdings’ outstanding equity awards representing the right to receive up to 749,626 shares of our common stock, on an as-converted basis. The transaction described above resulted in a change of control of the Company. Assuming AAI was to convert all of the Series F, it would own approximately 69.6 % of Gresham’ outstanding shares. The Series F Certificate of Determination contains an exchange cap which requires Gresham’s shareholders to approve the issuance of more than 19.99 % of Gresham’s outstanding common stock that would apply as of the time of any future conversion (the “Exchange Cap”). On September 8, 2022 the Company’s shareholders approved issuances of its common stock upon conversion of the Series F in excess of the Exchange Cap. We acquired Gresham Holdings to drive growth, both organically and through strategic combinations with providers of bespoke technology solutions for defense customers, expand our presence in the U.S. defense market by adding strong management, innovative technology, and more engineering resources and to unlock synergies across operating subsidiaries. On September 8, 2022, AAI loaned Gresham $ 4.2 million by purchasing a convertible note that carries an interest rate of 10 % per annum and matures on February 14, 2023 . This note was exchanged for what was called an Exchange Note on December 31, 2022 as described in Note 14. Notes Payable, Related Parties, net. In respect of the above transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in ASC 805, Business Combinations. The transactions were accounted for as a reverse acquisition using the acquisition method of accounting with Gresham treated as the legal acquirer and Gresham Holdings treated as the accounting acquirer. In identifying GWW as the acquiring entity for accounting purposes, Gresham and Gresham Holdings took into account a number of factors, including the relative voting rights, executive management and the corporate governance structure of the Company. Gresham Holdings is considered the accounting acquirer since AAI received control of the board of directors of Gresham following the transaction and acquired a 69.6 % beneficial ownership interest of Gresham. However, no single factor was the sole determinant in the overall conclusion that Gresham Holdings is the acquirer for accounting purposes; rather all relevant factors were considered in arriving at such conclusion. The fair value of the purchase consideration is $ 8.2 million, consisting of $ 4.1 million for our common stock and warrants, $ 0.3 million fair value of vested stock incentives and $ 3.8 million for cash consideration paid to our then existing preferred stockholders to redeem outstanding preferred stock. The Company estimated the fair values of assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. The income method to measure the fair value of intangible assets, is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflected a consideration of other marketplace participants and included the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values at the date of the business combination. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired customers, acquired technology, acquired patents, and trade names from a market participant perspective, useful lives and discount rates. The estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite lived intangible assets, including trademark and goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. During the three months ended December 31, 2022, the measurement period adjustment increased the preliminary allocation of goodwill by $ 9.2 million due to revised forecasts resulting from the lack of sales and backlog, with the offset to trademark, developed technologies, customer lists, inventory and other assets by $ 1.0 million, $ 1.4 million, $ 3.9 million, $ 2.7 million and $ 0.2 million respectively. The purchase price allocation is as follows (in thousands): Allocation of purchase price: Amount Common stock exchanged $ 4,055 Fair value of GIGA equity awards 349 Cash consideration paid to existing preferred stockholders 3,794 Total consideration $ 8,198 Identifiable net assets acquired (liabilities assumed) Cash $ 107 Trade accounts receivables 536 Inventories 2,529 Prepaid expenses 116 Accrued revenue 363 Property and equipment 331 Right-of-use asset 370 Other long-term assets 269 Accounts payable ( 2,831 ) Loans payable, net of discounts and issuance costs ( 1,687 ) Accrued payroll and benefits ( 1,488 ) Lease obligations ( 491 ) Other current liabilities ( 368 ) Other non-current liabilities ( 17 ) Net assets acquired ( 2,261 ) Goodwill $ 10,459 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 year ended December 31, 2022 as if the acquisition occurred on January 1, 2022. Proforma, unaudited (in thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2022 Worldwide, Inc. Adjustments Unaudited Net Sales $ 28,825 $ 5,651 $ — $ 34,476 Cost of Sales 20,227 5,151 — 25,378 Operating expenses 12,136 18,426 — 30,562 Other expense 987 1,276 — 2,263 Income tax benefit 123 — — 123 Net gain attributable to non-controlling interest 680 — — 680 Net loss attributable to common stockholders $ ( 3,722 ) $ ( 19,202 ) $ — $ ( 22,924 ) |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 Customer relationships 10 - 14 years $ 2,918 $ 3,825 Trademark Indefinite life 477 1,493 3,395 5,318 Accumulated amortization ( 1,688 ) ( 1,842 ) Intangible assets, net $ 1,707 $ 3,476 An impairment charge of $ 1.5 million at Microphase reporting unit related to customer relationships intangible assets was recognized during the year ended December 31, 2023. Accumulated amortization through the date of impairment was $ 0.4 million. There were no impairments of intangible assets during the year ended December 31, 2022. Amortization expense on the definite lived intangible assets for the years ended December 31, 2023 and 2022 was $ 0.3 million each year. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (in thousands): Fiscal Year December 31, 2023 2024 $ 226 2025 226 2026 226 2027 226 2028 139 Thereafter 187 $ 1,230 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9. Goodwill The following table summarizes the changes in our goodwill for the year ended December 31, 2023 and the year ended December 31, 2022 (in thousands) : Description GIGA Microphase Relec Enertec Total Balance as of January 1, 2022 $ — $ 3,172 $ 1,164 $ 5,476 $ 9,812 Acquisition 10,459 — — — 10,459 Impairment ( 10,459 ) — — — ( 10,459 ) Effect of exchange rate changes — — ( 123 ) ( 635 ) ( 758 ) Balance as of December 31, 2022 — 3,172 1,041 4,841 9,054 Impairment — ( 3,172 ) — — ( 3,172 ) Effect of exchange rate changes — — 55 ( 143 ) ( 88 ) Balance as of December 31, 2023 $ — $ — $ 1,096 $ 4,698 $ 5,794 The Company tests goodwill for impairment at the reporting unit level annually on December 31 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its estimated fair value. Giga-tronics The legacy Giga-tronics reporting unit (consisting of what we call the Giga-tronics Division and Microsource) experienced a significant decline in sale during the fourth quarter of 2022 and is projecting a negative growth rate due to customers scaling back on programs, a lack of backlog, a highly competitive industry and certain operational challenges that have affected our expectations such that future growth and profitability is significantly lower than previous estimates. Furthermore, during the fourth quarter of 2022, the Company’s market capitalization declined steadily which, although not a determinant on its own, when combined with the other factors indicated that the Giga-tronics reporting unit goodwill was determined to be impaired . Because the qualitative test indicated that Giga-tronics reporting unit goodwill was determined to be impaired a second phase of the goodwill impairment test ("Step 2") was performed specific to Giga-tronics reporting unit . Under Step 2, the fair value of the reporting unit was estimated for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine the amount of the impairment. The Company utilized an enterprise value-based income approach to determine the fair value of the reporting unit. The income approach discounts projected free cashflows of the reporting unit at a computed weighted average cost of capital of 17.5 % as the discount rate. The income approach requires the use of significant estimates and assumptions, which include a zero revenue growth assumption and negative future operating margins used to calculate projected future cashflows, weighted average cost of capital, and future economic and market conditions. The Company bases the forecasts on its knowledge of the industry, recent performance and expected future performance of the reporting unit, and other assumptions management believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. As a result, the entire goodwill carrying amount of Giga-tronics reporting unit was recognized as an impairment charge during the year ended December 31, 2022. Microphase During the fourth quarter of 2023, Microphase reporting unit experienced a significant decline in sales and annually continues to have operating losses. Due to these factors, we determined that a triggering event had occurred, and therefore, performed a quantitative goodwill impairment assessment as of December 31, 2023. Under quantitative testing, the fair value of the reporting unit was estimated for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine the amount of the impairment. The Company utilized an enterprise value-based income approach to determine the fair value of the reporting unit. The income approach requires the use of significant estimates and assumptions, which include a zero revenue growth assumption and negative future operating margins used to calculate projected future cashflows, weighted average cost of capital, and future economic and market conditions. The Company bases the forecasts on its knowledge of the industry, recent performance and expected future performance of the reporting unit, and other assumptions management believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The results of the quantitative test indicated the fair value of the Microphase reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $ 3.2 million carrying amount of Microphase’s goodwill was recognized as a impairment charge during the year ended December 31, 2023. There were no impairments of goodwill during the year ended December 31, 2022. Enertec, Relec For Enertec and Relec reporting units, the Company has determined that the reporting units benefit from a continued positive forecast within the industry, a significant backlog of contracted work, a history of and/or projected positive earnings and have not experience any technological, market or operational circumstances which indicate that the carrying values of reporting units goodwill may not be recoverable. B ased on the qualitative assessment, it was concluded that it is not more likely than not that the fair value of the reporting units is less than its carrying amount. Management concluded that no quantitative testing was needed as it was not more likely than not that reporting units fair value are less than its carrying value as of December 31, 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Operating leases We have operating leases for office space. Our leases have remaining lease terms from 9 months to 6.5 years, some of which may include options to extend the leases perpetually , and some of which may include options to terminate the leases within one year . The following table provides a summary of leases by balance sheet category as of December 31, 2023 and 2022 (in thousands): Description December 31, 2023 December 31, 2022 Operating right-of-use assets $ 3,023 $ 3,940 Operating lease liability - current $ 778 $ 1,067 Operating lease liability - non-current $ 2,334 $ 3,014 The components of lease expenses for the years ended December 31, 2023 and 2022 were as follow (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Operating lease cost $ 1,299 $ 1,125 The following table provides a summary of other information related to leases for the years ended December 31, 2023 and 2022 (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,369 $ 1,135 Right-of-use assets obtained in exchange of new operating lease liabilities 160 275 Weighted-average remaining lease term - operating leases 4.6 years 5.6 years Weighted-average discount rate - operating leases 7 % 7 % The Company determined that using a discount rate of 7 % is reasonable, as this is consistent with the mortgage rates for commercial properties for the time period commensurate with the terms of the leases. Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2023 are as follow (in thousands): Fiscal Year Operating leases 2024 $ 1,018 2025 828 2026 523 2027 357 2028 357 Thereafter 759 Total future minimum lease payments 3,842 Less: imputed interest ( 730 ) Present value of lease liabilities $ 3,112 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11. Notes Payable Notes payable on December 31, 2023 and 2022, were comprised of the following (in thousands): Due date Weighted Average Interest rate December 31, 2023 December 31, 2022 Bank credit Renewed every month 7 % $ 1,190 $ 1,623 Other notes payable Paid monthly 12 % 318 425 Notes payable, related parties December 31, 2024 12 % 168 — Financed receivables 9 % — 71 Total notes payable 1,677 2,119 Less: current portion 1,477 1,797 Notes payable - long-term portion $ 200 $ 322 Interest expense on notes payable, related parties for the period ended December 31, 2023 was $ 33,000 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 12. Fair Value of Financial Instruments Recurring Fair Value Measurements Fair value measurement on a recurring basis at reporting date Level 3 Balance at December 31, 2023 Senior Secured Convertible Notes, related party $ 11,001 Senior Secured Convertible Note 5,544 Warrant liability 677 Total liabilities measured at fair value $ 17,222 Balance at December 31, 2022 Senior Secured Convertible Notes, related party 10,008 Total liabilities measured at fair value $ 10,008 |
Senior Secured Convertible Note
Senior Secured Convertible Notes and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Senior Secured Convertible Notes and Warrants | Note 13. Senior Secured Convertible Notes and Warrants Summary During Fiscal 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 “Convertible Notes”) and 1.7 million five-year common stock purchase warrants, for total gross proceeds of $ 3,000,000 . In connection with the financing the Company issued 1.2 million placement agent warrants. The Notes and warrants issued pursuant to the SPA were amended during Fiscal 2023 modified to extend the maturity date to October 11, 2024 . In exchange, the principal was increased to $ 4.6 million and an additional 1.7 million common stock purchase warrants were issued. As of December 31, 2023 the Convertible Notes are in default. Terms of Default The Notes accrue interest at a rate of 7 % per annum payable monthly, which increased to 18 % upon the event of default as of December 31, 2023. Due to the default the Company is required to pay 20 % of consolidated revenues monthly on each interest payment date in reduction of the principal amount. In addition, the holders have the right to require us to prepay the Convertible Notes at a 125 % of principal. Further, upon a bankruptcy event of default or a change of control event amounts owed would be 125 % of the principal remaining. Security and Restrictive Covenants The Convertible 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, pursuant to a subordination agreement entered into in connection with the SPA. The Convertible 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 Convertible Notes have a working capital covenant pursuant to which the Company’s working capital, excluding any debt owed to AAI Lending or any of its affiliates and the modified 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 modified Notes remain outstanding. Conversion Features The Convertible Notes are convertible at a conversion price equal to the greater of (a) 90 % of the VWAP for the 10 trading days prior to the conversion date and (b) $ 0.25 per share, subject to adjustment including downward adjustment upon any dilutive issuance of securities. Fair Value The Company elected the fair value option with respect to the Convertible Notes. The fair value of the 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 arrive at a fair value. This approach involved the estimation of future potential outcomes for the Convertible Notes, as well as values and probabilities associated with each respective potential outcome. The Company arrived at the fair value of the Notes liability as shown below: Senior Secured Convertible Notes: December 31, 2023 Modification date Issuance date Fair value (In thousands) $ 5,544 $ 4,296 $ 1,803 Face value principal payment (In thousands) $ 4,600 $ 4,600 $ 3,333 Face value at premium (In thousands) $ 5,750 $ 5,750 $ 4,166 Conversion discount 10 % 10 % 10 % Maturity date October 11, 2024 October 11, 2024 October 11, 2023 Interest rate 7.00 % 7.00 % 6.00 % Default interest rate 18.00 % 18.00 % 18.00 % Discount rate 23.50 % 25.60 % 92.50 % Valuation technique PWERM PWERM PWERM The rollforward of the Convertible notes is as follows (in thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of Senior Secured Convertible Notes 1,803 Change in fair value of Senior Secured Convertible Notes 2,493 Balance upon modification of senior secured convertible note 4,296 Change in fair value of Senior Secured Convertible Notes 1,248 Balance as of December 31, 2023 $ 5,544 The change in fair value was recorded within Other (expense) income on the consolidated statements of operations and comprehensive loss. Warrants The warrants issued in connection with the initial issuance and modification issuance (collectively the “Warrants”) entitle the holders to purchase shares of common stock for a five-year period from issuance. The Warrants are exercisable as follows: 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. The Company accounts for the Warrants as liabilities. The warrant liability on December 31, 2023 and December 31, 2022, were comprised of the following (in thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of initial warrants with senior secured convertible notes 2,388 Issuance of warrants with modification of senior secured convertible notes 726 Change in fair value of warrants ( 2,437 ) Balance as of December 31, 2023 $ 677 The change in fair value was recorded within Other (expense) income on the consolidated statements of operations and comprehensive loss. The Warrants are liability classified and the following assumptions were used to fair value the warrants: Warrant liability, current: December 31, 2023 Modification date Issuance date Volatility 153 % 139 % 134 % Risk-free discount rate 4 % 5 % 4 % Term (weighted average) 4.4 years 4.6 years 5 years Valuation technique Monte Carlo simulation Monte Carlo simulation Monte Carlo simulation |
Notes Payable, Related Parties,
Notes Payable, Related Parties, Net | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Notes Payable, Related Parties, Net | Note 14. Notes Payable, Related Parties, net Senior Secured Convertible Note, As Amended Fiscal 2022 During 2022 the Company entered into Senior Secured Convertible Notes, as amended with AAI by which the Company received a total of $ 12.0 million. The notes bear interest at 10 % per annum and are due on January 15, 2025 except for a $ 1.0 million note which bears a 12 % interest and is due on June 15, 2025 . At the option of AAI, the notes are convertible into the Company’s common stock at a conversion price equal to the lesser of (i) $ 0.78 per share, or (ii) the VWAP Price on such date less a 20 % discount to such VWAP Price, but in no event less than $ 0.25 per share. In addition, all principal and outstanding interest under the Exchange Note will automatically convert to the Company’s common stock upon (i) the consummation of a public offering of securities in which the Company receives net proceeds (net of underwriters’ discounts and selling commissions) of at least $ 25 million (“Qualified Public Offering” scenario), in which case the conversion price shall be the price at which the Common Stock is sold to the public, provided, however, that no underwriters’ discounts or selling commissions shall be imposed on such conversion, (ii) the consummation of a private or public offering of shares of Common Stock that is not a Qualified Public Offering but that results in the net proceeds (net of underwriters’ discounts and selling commissions) to the Company of at least $ 5 million (“Non-qualified Offering” scenario), in which case the conversion price shall be the price at which Common Stock is sold in such Non-Qualified Offering less a twenty-five percent ( 25 %) discount or (iii) December 31, 2024, in which case the conversion price shall be the VWAP Price less a 25 % discount to such VWAP Price. With a limited exception, the Secured Note contains a most favored nations provision with respect to future financings of the Company. With limited exceptions, the Company also agreed to certain negative covenants that will require the prior approval of the holder of the Secured Note to incur indebtedness (other than permitted indebtedness), enter into variable rate transactions, incur indebtedness for borrowed money, purchase money indebtedness or lease obligations that would be required to be capitalized on a balance sheet prepared in accordance with U.S. Generally Accepted Accounting Principles, or guaranty the obligations of any other person, in an aggregate amount at any time outstanding in excess of $ 1,000,000 in any individual transaction or $ 2,500,000 in the aggregate. The Company’s obligations under the Purchase Agreement and the Secured Note are secured by a lien on all of the assets of the Company and its wholly owned subsidiaries pursuant to a Security Agreement. Fiscal 2023 On October 11, 2023, the Company and AAI entered into an agreement pursuant to which the maturity date was extended to January 15, 2025 (“Held to Maturity” scenario) and the indebtedness is now subordinate to the Convertible Notes (see Note 13. Senior Secured Convertible Notes and Warrants). Fair Value Option The Company elected to account for the Senior Secured Convertible Notes using the fair value option and ascribed the following probabilities to four possible scenarios: December 31, 2023 December 31, 2022 Scenario description Estimated probability Estimated date Estimated probability Estimated date Qualified Financing 25.0 % October 11, 2024 25.0 % June 1, 2024 Non-qualified Financing 35.0 % October 11, 2024 35.0 % October 1, 2023 Held to Maturity 25.0 % January 15, 2025 15.0 % December 31, 2024 Default/Dissolution 15.0 % October 11, 2024 25.0 % June 1, 2024 Total 100.0 % 100.0 % Based on these estimates, the Company arrived at the fair values of the Notes liability as shown below: Senior Secured Convertible Notes, related party: December 31, 2023 December 31, 2022 Fair value (In thousands) $ 11,001 $ 10,008 Face value principal payment (In thousands) $ 12,133 $ 11,133 Face value at premium (In thousands) $ 15,166 $ 13,916 Interest rate (weighted average) 10.10 % 10.00 % Default interest rate 18.00 % 18.00 % Discount rate 43.50 % 45.50 % Valuation technique PWERM PWERM Notes payable, related parties, net on December 31, 2023 and December 31, 2022, were comprised of the following (in thousands): Senior Secured Convertible Notes, Related Party Total Fair value at December 31, 2021 $ — Issuance of senior secured convertible notes, related party 11,365 Change in fair value of senior secured convertible notes, related party ( 1,357 ) Fair value at December 31, 2022 10,008 Issuance of senior secured convertible notes, related party 1,000 Change in fair value of senior secured convertible notes, related party ( 7 ) Balance at December 31, 2023 $ 11,001 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions Allocation of General Corporate Expenses AAI provided human resources, accounting, and other services to Gresham Holdings. The accompanying financial statements of Gresham Holdings include allocations of these expenses prior to the Business Combination. The allocation method calculates the appropriate share of overhead costs to Gresham Holdings by using Gresham Holdings’s revenue as a percentage of total revenue of AAI. Gresham Holdings believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had Gresham Holdings been a stand-alone entity or of future costs. AAI allocated these costs as follows (in thousands): Years Ended December 31, 2023 December 31, 2022 General and administrative $ — $ 1,090 Net Transfers From AAI The Company received funding from AAI to cover additional cash requirements totaling $ 0.5 million for the year ended December 31, 2022. Redemption of Outstanding Preferred Shares In connection with the closing of the Business Combination and as required by the Share Exchange Agreement, the Company repurchased and redeemed outstanding preferred stock (other than the Series F), (the “Outstanding Preferred Shares”) at the stated liquidation preference amount of such shares. Our Chief Financial Officer (Lutz Henckels) and one of our directors (Thomas E. Vickers) held some of the Outstanding Preferred Shares that we purchased on the same terms and price as shares of the Outstanding Preferred Shares held by other stockholders. We paid $ 362,000 in total to redeem outstanding Preferred Stock to a director and an officer. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 16. Stock-based Compensation The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees and directors, included in reported net loss for the year ended December 31, 2023 and 2022, was comprised as follows (in thousands): Description Years Ended December 31, 2023 December 31, 2022 General and administrative $ 440 $ 605 Total stock-based compensation $ 440 $ 605 As of December 31, 2023, there was $ 87,000 of unrecognized compensation cost related to non-vested stock-based compensation arrangements expected to be recognized over a weighted average period of 0.5 years. Stock options The stock options outstanding as of December 31, 2023, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Weighted Average Weighted Weighted Average Remaining Average Average Remaining Exercise Number Contractual Exercise Number Exercise Contractual Price Outstanding Life (Years) Price Exercisable Price Life (Years) $ 2.50 - $ 3.00 483,093 4.65 $ 2.97 462,270 $ 2.97 4.53 $ 3.01 - $ 4.00 86,550 6.96 $ 3.54 84,607 $ 3.54 6.96 $ 4.01 - $ 5.00 133,618 4.93 $ 4.70 131,618 $ 4.71 4.90 $ 5.01 - $ 5.50 20,378 5.34 $ 5.24 20,378 $ 5.24 5.34 $ 12 - $ 18 2,332 2.61 $ 14.35 2,332 $ 14.35 2.61 $ 25 - $ 40 1,095 0.72 $ 33.90 1,095 $ 33.90 0.72 $ 2.50 - $ 40 727,066 4.98 $ 3.50 702,300 $ 3.52 4.90 The following table summarize our stock option activities and related information: Description Shares Weighted Weighted Average Aggregate Outstanding at December 31, 2021 499,751 $ 2.97 8.40 $ — Acquired under Business Combination 301,380 4.61 — — Exercised — — — — Forfeited and expired ( 4,173 ) 4.95 — — Outstanding at December 31, 2022 796,958 $ 3.58 7.71 — Granted — — — — Exercised — — — — Forfeited and expired ( 69,892 ) 4.39 — — Outstanding at December 31, 2023 727,066 $ 3.50 4.98 — Exercisable at December 31, 2023 702,300 $ 3.52 4.90 — Expected to vest in the future 24,766 $ 3.11 7.37 — Stock awards The following table summarize our stock award activities and related information: Restricted Stock Awards Shares Outstanding Vested Weighted Average Weighted-Average Remaining Vesting Term (years) Outstanding at December 31, 2021 249,875 124,937 $ 2.97 2.42 Granted — - — Vested — 41,646 2.97 Awards cancelled — — — Outstanding at December 31, 2022 249,875 166,583 $ 2.97 1.42 Granted — — — Vested 41,646 2.97 Vested awards cancelled 83,291 ( 83,291 ) 2.97 Awards cancelled 16,659 — 2.97 Outstanding at December 31, 2023 149,925 124,937 $ 2.97 0.42 The total fair value of stock award released during the year ended December 31, 2023 and 2022 is $ 19,000 and $ 0 , respectively. No restricted stock awards were granted during the year ended December 31, 2023 and 2022. |
Increase in Ownership Interest
Increase in Ownership Interest of Subsidiary | 12 Months Ended |
Dec. 31, 2023 | |
Increase in Ownership Interest of Subsidiary [Abstract] | |
Increase in Ownership Interest of Subsidiary | Note 17. Increase in Ownership Interest of Subsidiary On July 1, 2022, Gresham Holdings acquired an additional 444,444 newly issued shares of Microphase to increase its ownership interest in Microphase from 55 % to 63 % in exchange for consideration of $ 1 million. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholder's Equity | Note 18. Stockholder’s Equity Amendments to Certificate of Incorporation On September 22, 2022, the Company amended the Articles of Incorporation to increase the number of shares the Company is authorized to issue to 101,000,000 shares by increasing the number of authorized shares of common stock from 13,333,333 shares to 100,000,000 shares . Preferred Stock The Company is authorized to issue 1,000,000 shares of Preferred Stock with no par value. The Company had authorized Series A convertible preferred stock of 250,000 . No shares are issued and outstanding. The Company had issued series B through E preferred stock which were redeemed with the Business Combination (See Note 7. Business Combination). On September 8, 2022 , the Company issued AAI, as part of the consideration for the acquisition of Gresham Holdings , 514.8 shares of Series F preferred stock. The terms, preferences and rights of holders of the Series F are set forth in the Certificate of Determination which was filed with the California Secretary of State, on August 23, 2022. Seniority and Liquidation Preferenc e The Series F ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of its affairs. The Series F has a liquidation preference of $ 25,000 per share. The 514.8 shares of Series F have an aggregate liquidation preference of $ 12.9 million. Conversion Right The shares of Series F are convertible into the Company’s common stock at the holder’s option at a conversion price of $ 3.25 per share, subject to customary adjustments for stock splits (including the reverse split). The 514.8 shares of Series F that were issued to AAI upon the consummation of the transactions contemplated by the Agreement are convertible into an aggregate of 3,960,043 shares of the Company’s common stock. If converted in a public offering of the Company’s stock, the conversion price will be at the public offering price less underwriting discounts and commissions. Dividend Rights The holders of Series F are entitled to participate with the Company’s common stock and receive such dividends and distributions as they would receive if their shares of Series F are converted to common stock. The Company may not pay dividends without the consent of the holders of the Series F. Holders of Series F are also entitled to such dividends as the Board may declare on shares from time to time, if any. Voting Rights; Board Representation Holders of Series F have the right to vote on matters submitted to a vote of the holders of common stock on an as-converted basis unless required by applicable law. In addition, holders of Series F are entitled to elect four of the Company’s seven directors. Upon the closing of the Business Combination, AAI exercised its right adding four directors to our board of directors including our Chief Executive Officer and three persons who are AAI directors. Approval Rights for Certain Matters For so long as AAI consolidates the Company as a subsidiary of AAI for financial reporting purposes, the Company will require prior approval of the holders of the Series F to incur indebtedness in excess of $ 1 million per individual transaction or $ 2.5 million in the aggregate or to complete a merger, acquisition or purchase of assets where the aggregate consideration is valued at more than $ 1 million. Holders of the Series F have separate class approval rights over certain specified actions that would affect the rights of holders of the Series F (see Note 24. Subsequent Events). Preemptive/Participation Rights If the Company sells any voting stock, or securities representing the right to acquire its voting stock, holders of Series F have the right to purchase, at the same price as other participants in the offering, a pro rata portion of such securities based on their aggregate voting power held such that they may maintain the percentage of voting power held. This participation right does not apply to certain exercises and conversions of outstanding securities, certain issuances pursuant to equity incentive plans and certain public offerings of the Company’s common stock of $ 25 million or more. This participation right terminates upon the earlier of the date that holders of Series F cease to beneficially own at least 50 % of the Company’s common stock or September 8, 2027. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of any surplus of assets upon liquidation of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Income Taxes | Note 19. Income Taxes The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2023 and 2022 (in thousands) Year Ended December 31, 2023 December 31, 2022 United States $ ( 15,790 ) $ ( 19,150 ) International 759 609 Total $ ( 15,031 ) $ ( 18,541 ) Deferred income taxes reflect the net tax effects or (a) temporary differences between the carrying amounts or assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows (in thousands): Year Ended Deferred tax assets: December 31, 2023 December 31, 2022 Accrued compensation $ 123 $ 247 Allowance for doubtful accounts 1 1 Inventory adjustments 1,645 1,654 Unrealized gains/losses 233 233 Other carryforwards 319 317 Net operating loss carryforward 8,333 6,542 Lease liability 454 668 Stock option expense 795 670 Other accrued expenses 569 276 Fixed assets 75 17 Total deferred tax assets $ 12,547 $ 10,625 Deferred tax liabilities: ROU assets $ ( 434 ) $ ( 628 ) Intangible assets ( 7 ) ( 467 ) Other ( 25 ) — Total deferred tax liabilities $ ( 466 ) $ ( 1,095 ) Valuation allowance $ 12,081 $ 9,530 Net deferred taxes $ — $ — The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2023 December 31, 2022 Current Federal $ 42 $ ( 191 ) State 15 ( 27 ) International 187 95 Total current tax expense 244 ( 123 ) Total tax (benefit) expense $ 244 $ ( 123 ) ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 2.5 million and $ 6.8 million for the year ended December 31, 2023 and 2022, respectively. Net operating losses and tax credit carryforwards as of December 31, 2023 are as follows (In thousands): Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 21,452 Do not expire Net operating losses, federal (pre January 1, 2018) 2,662 2024 to 2037 Net operating losses, state 30,603 2031 to 2043 Tax credits federal 46 2040 Tax credits, state 318 Do not expire Net operating losses, foreign 10,147 Do not expire The effective tax rate of the company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2023 December 31, 2022 Statutory rate 21.00 % 21.00 % State tax 4.49 % 2.83 % Permanent differences ( 0.16 )% ( 0.07 )% Changes in valuation allowance ( 12.90 )% ( 9.82 )% Global intangible low-taxed income (GILTI) ( 5.77 )% ( 1.77 )% change in foreign tax rate — % 0.30 % Foreign tax rate differential 0.24 % 0.04 % Prior period and other adjustments ( 0.87 )% 1.28 % Impairment of goodwill ( 4.43 )% ( 11.84 )% Non-deductible interest/Gain on revaluation of note ( 2.96 )% ( 1.28 )% Failure to file penalties ( 0.20 )% Total ( 1.56 )% 0.67 % In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company elected to treat any potential GILTI inclusions as a period cost. A reconciliation of the financial statement recognition and measurement of uncertain tax positions during the current year is as follows: Total Balance as of December 31, 2022 $ — Additions based on tax positions related to the current year — Additions for tax positions of prior years 30,000 Reductions for tax positions related to the current year — Reductions for tax positions of prior years — Balance as of December 31, 2023 $ 30,000 The company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the year ended December 31, 2023 and December 31, 2022, the Company recognized $ 30,000 and nil in interest and penalties, respectfully. As of December 31, 2023 and December 31, 2022, accrued interest and penalties to uncertain tax positions were $ 30,000 and nil , respectfully. The Company is subject to tax in the U.S., U.K. and Israel and is subject to audit by tax authorities in the U.S., U.K. and Israel for which returns are subject to examination for various years dependent on the jurisdiction. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 20. 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 per share data) Year Ended December 31, 2023 December 31, 2022 Numerator: Net loss attributable to common stockholders $ ( 15,095 ) $ ( 17,738 ) Denominator: Basic weighted average shares outstanding 5,932 5,552 Effect of dilutive securities — — Diluted weighted-average shares 5,932 5,552 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.54 ) $ ( 3.20 ) For the years ended December 31, 2023 and 2023, 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 periods indicated: Anti-dilutive securities (in thousands) December 31, 2023 December 31, 2022 Common shares issuable upon exercise of stock options 727 797 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 7,499 2,299 Restricted stock awards 150 250 Common shares issuable upon conversion of senior secured convertible notes 71,554 14,256 Total 83,890 21,562 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 21. 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. The Company is not party to any material legal proceedings for which a loss was probable or an amount was accrued. Bank Guarantee As of December 31, 2023 and December 31, 2022, the Company guarantees balance was $ 4.7 million and $ 3.6 million, respectively for project implementation fees which are released upon delivery of the project products to the customer. million. In order to receive bank guarantees for project advances, the bank requires deposits of 15 % of the value of the guarantee. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 22. Segment Information The Company has three reportable segments. 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 ASC 280, Segment Reporting . The following data presents the revenues, expenditures and other operating data of the Company’s operating segments for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Description Precision Electronic Solutions Power Electronics & Display RF Solutions Total Precision Electronic Solutions Power Electronics & Display RF Solutions Total Revenue $ 19,592 $ 10,039 $ 8,195 $ 37,826 $ 13,950 $ 10,175 $ 6,130 $ 30,255 Cost of revenue 15,401 6,791 5,886 28,078 10,632 6,651 4,497 21,780 Gross profit 4,191 3,248 2,309 9,748 3,318 3,524 1,633 8,475 Operating expenses 9,196 4,453 3,950 17,599 6,686 4,022 3,684 14,392 Impairment of goodwill — — 3,172 3,172 10,459 — — 10,459 Impairment of intangibles — — 1,525 1,525 — — — — Other (expense) income, net ( 1,218 ) ( 392 ) ( 873 ) ( 2,483 ) ( 1,781 ) ( 26 ) ( 358 ) ( 2,165 ) Loss from continuing operations before income taxes $ ( 6,223 ) $ ( 1,597 ) $ ( 7,211 ) $ ( 15,031 ) $ ( 15,608 ) $ ( 524 ) $ ( 2,409 ) $ ( 18,541 ) Assets (at period end) $ 18,931 $ 7,862 $ 5,139 $ 31,932 $ 20,076 $ 8,316 $ 10,562 $ 38,954 |
Concentration of Credit and Rev
Concentration of Credit and Revenue Risk | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit and Revenue Risk | Note 23. Concentration of Credit and Revenue Risk The following table provides the percentage of total accounts receivable and revenues attributable to a single customer from which 10% or more of total revenues are derived: Accounts Receivable ("AR") Revenue Segment Year ended December 31, 2023 % of Total AR Year ended December 31, 2022 % of Total AR Year ended December 31, 2023 % of Total Revenue Year ended December 31, 2022 % of Total Revenue Customer A $ 1,648 38 % $ 1,718 31 % $ 11,129 29 % $ 7,408 24 % Customer B 483 11 % 1,113 20 % 4,042 11 % 3,775 12 % Customer C — * — %* — * — %* 2,567 — %* 3,769 12 % * less than 10% |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 24. Subsequent Event Subsequent to year end, the Company received $ 1.18 million from AAI as a loan. On March 15, 2024 AAI exercised 2.0 million penny warrants for a total consideration of $ 20,000 . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates in these financial statements include revenue recognition, the estimated useful lives of property and equipment and intangible assets, fair value of convertible notes, fair values of assets acquired and liabilities assumed in business combinations, impairment of goodwill and long-lived assets and accounting for lease obligations and income tax uncertainties and contingencies. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Gresham Worldwide and its wholly owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. Accounts payable and accrued expenses and Other current liabilities have been reclassified as Accounts payable and accrued expenses, Deferred revenue and Other current liabilities. These reclassifications had no effect on previously reported results of operations. The impact on any prior period disclosures was immaterial. |
Business Combinations | Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired customer relations, developed technology and tradenames are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions as of the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from date of acquisition. Direct transaction costs associated with the business combination are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (”FASB”) issued Accounting Standards Codification (”ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer, • Step 2: Identify the performance obligations in the contract, • Step 3: Determine the transaction price, • Step 4: Allocate the transaction price to the performance obligations in the contract, and • Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company enters into contracts directly with its customers and generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. The Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost-to-cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services are recognized based upon the proportional performance method as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient in ASC 606-10-50-14(a) to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment of the collectability of accounts receivable as of December 31, 2023 and 2022, an allowance was provided for doubtful accounts of $ 56,000 and $ 64,000 , respectively. |
Accrued Revenue | Accrued Revenue Manufacturing services that are recognized as revenue based upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer has not been invoiced for these revenues, are recorded as accrued revenue in the accompanying consolidated balance sheets. |
Fair Value of Financial Instruments | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures , fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents and accounts receivables, approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income. |
Cash and Restricted Cash | Cash and Restricted Cash Cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions in banks in the United States (“U.S.”), United Kingdom (“UK”) and Israel. Such deposits in the U.S. may exceed the U.S. Federal Deposit Insurance |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” method. • Work-in-progress and finished products—using the “first-in, first-out” method on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. |
Property and Equipment, Net | Property and Equipment, Net We record property and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. Goodwill represents the excess purchase price over the fair value of the net assets acquired. When conducting annual or interim impairment assessments, if applicable, a two-step process is used. First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's each reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections, discount rate, and future market conditions. For indefinite-lived intangible assets with indefinite lives, the Company has the option to first assess qualitative factors of the indefinite-lived intangible assets. If the result of a qualitative test indicates that it is more likely that not that the asset is impaired a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. |
Intangible Assets | Intangible Assets The Company records intangible assets subject to amortization at fair value at the date of acquisition . The Company has trademarks which were determined to have an indefinite life. Intangibles with definite lives consist of Customer relationships, which are amortized on a straight line bases over their estimated useful lives from 10 - 14 years. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. The factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. When an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. |
Long-Lived Assets | Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. |
Fair value option | Fair value option The Company has elected to record the Senior Secured Convertible Notes and Senior Secured Convertible Notes Payable, Related Parties (together “Convertible Notes”) at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while those are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The fair value of the Convertible Notes were determined using a probability weighted expected return model (“PWERM”), a scenario-based valuation model in which discrete future outcome scenarios for the Company are projected and discounted to present value. 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. |
Warranty | Warranty The Company offers a warranty period of 12 months for all its manufactured products. The Company estimates the costs that may be incurred under its warranty and records a warranty liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. |
Contingencies | Contingencies The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company can be subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the range of loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB (“ASC No. 740”), Income Taxes , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. As of December 31, 2023, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $ 30,000 . As of December 31, 2022, there are no uncertain tax positions taken, that would require recognition of a liability that would require disclosure in the financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. Forfeitures are accounted for as they occur. The Company recognizes stock-based expenses related to stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term. The Company calculates the expected term utilizing the simplified method which is the average between the various vesting period and contractual term. The Company determines the volatility of its stock by looking at the historic volatility of its stock over the expected term of the stock options, and the risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. |
Concentration of Credit Risk | 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 U.S., 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. |
Net Loss per Share | Net Loss per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted Earnings per Share (“EPS”) incorporates the incremental shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method. Anti-dilutive securities are not included in the computation of diluted EPS |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income . This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recognized as Right-of-use (“ROU”) assets, Operating lease liability, current, and Operating lease liability, non-current on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the remaining life of the lease, without assuming renewal features, if any, are exercised. We elected the practical expedient in ASC 842 and do not separate lease and non-lease components for our leases. |
Recent Accounting Standards Adopted | Recent Accounting Standards Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses”, (“ASU No. 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 is effective for the Company beginning on January 1, 2023 , with early adoption permitted. The Company adopted the guidance on January 1, 2023, and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers .” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The Company adopted the guidance on January 1, 2023 , and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In January 2017, FASB issued Accounting Standards Update (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 is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company has not elected to early adopt the provisions of ASU 2017-04. If early adoption had been selected, the goodwill impairment recorded and analysis performed at December 31, 2022 would have been materially different given that one of the reporting units had negative carrying value. The Company adopted the guidance on January 1, 2023 , and has concluded that the adoption did no t have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, I ncome Taxes (Topic 740): Improvements to Income Tax Disclosures , (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter |
Percentage of Accounts Receivable and Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues | The following table provides the percentage of total accounts receivable and revenues attributable to a single customer from which 10% or more of total revenues are derived: Accounts Receivable ("AR") Revenue Segment Year ended December 31, 2023 % of Total AR Year ended December 31, 2022 % of Total AR Year ended December 31, 2023 % of Total Revenue Year ended December 31, 2022 % of Total Revenue Customer A $ 1,648 38 % $ 1,718 31 % $ 11,129 29 % $ 7,408 24 % Customer B 483 11 % 1,113 20 % 4,042 11 % 3,775 12 % Customer C — * — %* — * — %* 2,567 — %* 3,769 12 % * less than 10% |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | The Company’s disaggregated revenues are comprised of the following (in thousands): Year Ended Category December 31, 2023 December 31, 2022 Primary Geographical Markets North America $ 11,960 $ 7,317 Europe 9,250 9,907 Middle East 15,550 12,520 Rest of the World 1,066 511 Total revenue $ 37,826 $ 30,255 Major Goods RF/microwave filters $ 9,196 $ 5,070 Detector logarithmic video amplifiers 1,703 1,060 Power supply units and systems 8,975 11,605 Healthcare diagnostic systems 3,956 4,073 Defense systems 13,996 8,447 Total revenue $ 37,826 $ 30,255 Timing of Revenue Recognition Goods transferred at a point in time $ 20,151 $ 18,430 Services transferred over time 17,675 11,825 Revenue from contracts with customers $ 37,826 $ 30,255 |
Schedule of Advanced Payments | The advanced payments are primarily for material purchases of products to be delivered during to following 12-month period (In thousands): Total Deferred revenue Balance at January 1, 2022 $ 401 Addition during the year 12,452 Recognized during the year ( 11,825 ) Balance at December 31, 2022 $ 1,028 Addition during the year 18,255 Recognized during the year ( 17,675 ) Balance at December 31, 2023 $ 1,608 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following (in thousands): As of Category December 31, 2023 December 31, 2022 Raw materials $ 3,168 $ 2,758 Work-in-progress 1,512 3,186 Finished goods 1,699 1,751 Total $ 6,379 $ 7,695 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and Equipment, net, are comprised of the following (in thousands): As of Category December 31, 2023 December 31, 2022 Machinery and equipment and other $ 7,256 $ 7,182 Computer, software and related equipment 1,960 1,858 Leasehold improvements 1,988 1,878 11,204 10,918 Less: accumulated depreciation and amortization ( 9,496 ) ( 8,678 ) Property and equipment, net $ 1,708 $ 2,240 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The purchase price allocation is as follows (in thousands): Allocation of purchase price: Amount Common stock exchanged $ 4,055 Fair value of GIGA equity awards 349 Cash consideration paid to existing preferred stockholders 3,794 Total consideration $ 8,198 Identifiable net assets acquired (liabilities assumed) Cash $ 107 Trade accounts receivables 536 Inventories 2,529 Prepaid expenses 116 Accrued revenue 363 Property and equipment 331 Right-of-use asset 370 Other long-term assets 269 Accounts payable ( 2,831 ) Loans payable, net of discounts and issuance costs ( 1,687 ) Accrued payroll and benefits ( 1,488 ) Lease obligations ( 491 ) Other current liabilities ( 368 ) Other non-current liabilities ( 17 ) Net assets acquired ( 2,261 ) Goodwill $ 10,459 |
Summary of Unaudited Pro Forma Financial Information | The following table represents the unaudited consolidated proforma results of operations for the year ended December 31, 2022 as if the acquisition occurred on January 1, 2022. Proforma, unaudited (in thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2022 Worldwide, Inc. Adjustments Unaudited Net Sales $ 28,825 $ 5,651 $ — $ 34,476 Cost of Sales 20,227 5,151 — 25,378 Operating expenses 12,136 18,426 — 30,562 Other expense 987 1,276 — 2,263 Income tax benefit 123 — — 123 Net gain attributable to non-controlling interest 680 — — 680 Net loss attributable to common stockholders $ ( 3,722 ) $ ( 19,202 ) $ — $ ( 22,924 ) |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 Customer relationships 10 - 14 years $ 2,918 $ 3,825 Trademark Indefinite life 477 1,493 3,395 5,318 Accumulated amortization ( 1,688 ) ( 1,842 ) Intangible assets, net $ 1,707 $ 3,476 |
Schedule of Estimated Amortization Expense | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (in thousands): Fiscal Year December 31, 2023 2024 $ 226 2025 226 2026 226 2027 226 2028 139 Thereafter 187 $ 1,230 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in our goodwill for the year ended December 31, 2023 and the year ended December 31, 2022 (in thousands) : Description GIGA Microphase Relec Enertec Total Balance as of January 1, 2022 $ — $ 3,172 $ 1,164 $ 5,476 $ 9,812 Acquisition 10,459 — — — 10,459 Impairment ( 10,459 ) — — — ( 10,459 ) Effect of exchange rate changes — — ( 123 ) ( 635 ) ( 758 ) Balance as of December 31, 2022 — 3,172 1,041 4,841 9,054 Impairment — ( 3,172 ) — — ( 3,172 ) Effect of exchange rate changes — — 55 ( 143 ) ( 88 ) Balance as of December 31, 2023 $ — $ — $ 1,096 $ 4,698 $ 5,794 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Leases by Balance Sheet Category | The following table provides a summary of leases by balance sheet category as of December 31, 2023 and 2022 (in thousands): Description December 31, 2023 December 31, 2022 Operating right-of-use assets $ 3,023 $ 3,940 Operating lease liability - current $ 778 $ 1,067 Operating lease liability - non-current $ 2,334 $ 3,014 |
Components of Lease Expenses | The components of lease expenses for the years ended December 31, 2023 and 2022 were as follow (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Operating lease cost $ 1,299 $ 1,125 |
Summary of Other Information Related to Leases | The following table provides a summary of other information related to leases for the years ended December 31, 2023 and 2022 (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,369 $ 1,135 Right-of-use assets obtained in exchange of new operating lease liabilities 160 275 Weighted-average remaining lease term - operating leases 4.6 years 5.6 years Weighted-average discount rate - operating leases 7 % 7 % |
Maturity of Lease Liabilities under Non-cancellable Operating Leases | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2023 are as follow (in thousands): Fiscal Year Operating leases 2024 $ 1,018 2025 828 2026 523 2027 357 2028 357 Thereafter 759 Total future minimum lease payments 3,842 Less: imputed interest ( 730 ) Present value of lease liabilities $ 3,112 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable on December 31, 2023 and 2022, were comprised of the following (in thousands): Due date Weighted Average Interest rate December 31, 2023 December 31, 2022 Bank credit Renewed every month 7 % $ 1,190 $ 1,623 Other notes payable Paid monthly 12 % 318 425 Notes payable, related parties December 31, 2024 12 % 168 — Financed receivables 9 % — 71 Total notes payable 1,677 2,119 Less: current portion 1,477 1,797 Notes payable - long-term portion $ 200 $ 322 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Basis Fair Value Measurements | Recurring Fair Value Measurements Fair value measurement on a recurring basis at reporting date Level 3 Balance at December 31, 2023 Senior Secured Convertible Notes, related party $ 11,001 Senior Secured Convertible Note 5,544 Warrant liability 677 Total liabilities measured at fair value $ 17,222 Balance at December 31, 2022 Senior Secured Convertible Notes, related party 10,008 Total liabilities measured at fair value $ 10,008 |
Senior Secured Convertible No_2
Senior Secured Convertible Notes and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |
Schedule of Senior Secured Convertible Note | The Company arrived at the fair value of the Notes liability as shown below: Senior Secured Convertible Notes: December 31, 2023 Modification date Issuance date Fair value (In thousands) $ 5,544 $ 4,296 $ 1,803 Face value principal payment (In thousands) $ 4,600 $ 4,600 $ 3,333 Face value at premium (In thousands) $ 5,750 $ 5,750 $ 4,166 Conversion discount 10 % 10 % 10 % Maturity date October 11, 2024 October 11, 2024 October 11, 2023 Interest rate 7.00 % 7.00 % 6.00 % Default interest rate 18.00 % 18.00 % 18.00 % Discount rate 23.50 % 25.60 % 92.50 % Valuation technique PWERM PWERM PWERM |
Summary of Rollforward Convertible Notes at Fair Value | The rollforward of the Convertible notes is as follows (in thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of Senior Secured Convertible Notes 1,803 Change in fair value of Senior Secured Convertible Notes 2,493 Balance upon modification of senior secured convertible note 4,296 Change in fair value of Senior Secured Convertible Notes 1,248 Balance as of December 31, 2023 $ 5,544 |
Summary of Warrant Liability at Fair Value | The warrant liability on December 31, 2023 and December 31, 2022, were comprised of the following (in thousands): Fair value Total Balance as of December 31, 2022 $ — Issuance of initial warrants with senior secured convertible notes 2,388 Issuance of warrants with modification of senior secured convertible notes 726 Change in fair value of warrants ( 2,437 ) Balance as of December 31, 2023 $ 677 |
Schedule of Warranty Liability and Assumptions to Fair Value Warrants | The Warrants are liability classified and the following assumptions were used to fair value the warrants: Warrant liability, current: December 31, 2023 Modification date Issuance date Volatility 153 % 139 % 134 % Risk-free discount rate 4 % 5 % 4 % Term (weighted average) 4.4 years 4.6 years 5 years Valuation technique Monte Carlo simulation Monte Carlo simulation Monte Carlo simulation |
Common Shares Issuable Upon Conversion of Senior Secured Convertible Notes [Member] | |
Line of Credit Facility [Line Items] | |
Summary of Notes Payable at Fair Value | Notes payable, related parties, net on December 31, 2023 and December 31, 2022, were comprised of the following (in thousands): Senior Secured Convertible Notes, Related Party Total Fair value at December 31, 2021 $ — Issuance of senior secured convertible notes, related party 11,365 Change in fair value of senior secured convertible notes, related party ( 1,357 ) Fair value at December 31, 2022 10,008 Issuance of senior secured convertible notes, related party 1,000 Change in fair value of senior secured convertible notes, related party ( 7 ) Balance at December 31, 2023 $ 11,001 |
Summary of Estimated Probability and Estimated Date of Notes Payable | The Company elected to account for the Senior Secured Convertible Notes using the fair value option and ascribed the following probabilities to four possible scenarios: December 31, 2023 December 31, 2022 Scenario description Estimated probability Estimated date Estimated probability Estimated date Qualified Financing 25.0 % October 11, 2024 25.0 % June 1, 2024 Non-qualified Financing 35.0 % October 11, 2024 35.0 % October 1, 2023 Held to Maturity 25.0 % January 15, 2025 15.0 % December 31, 2024 Default/Dissolution 15.0 % October 11, 2024 25.0 % June 1, 2024 Total 100.0 % 100.0 % |
Schedule of Senior Secured Convertible Note | Based on these estimates, the Company arrived at the fair values of the Notes liability as shown below: Senior Secured Convertible Notes, related party: December 31, 2023 December 31, 2022 Fair value (In thousands) $ 11,001 $ 10,008 Face value principal payment (In thousands) $ 12,133 $ 11,133 Face value at premium (In thousands) $ 15,166 $ 13,916 Interest rate (weighted average) 10.10 % 10.00 % Default interest rate 18.00 % 18.00 % Discount rate 43.50 % 45.50 % Valuation technique PWERM PWERM |
Notes Payable, Related Partie_2
Notes Payable, Related Parties, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |
Schedule of Senior Secured Convertible Note | The Company arrived at the fair value of the Notes liability as shown below: Senior Secured Convertible Notes: December 31, 2023 Modification date Issuance date Fair value (In thousands) $ 5,544 $ 4,296 $ 1,803 Face value principal payment (In thousands) $ 4,600 $ 4,600 $ 3,333 Face value at premium (In thousands) $ 5,750 $ 5,750 $ 4,166 Conversion discount 10 % 10 % 10 % Maturity date October 11, 2024 October 11, 2024 October 11, 2023 Interest rate 7.00 % 7.00 % 6.00 % Default interest rate 18.00 % 18.00 % 18.00 % Discount rate 23.50 % 25.60 % 92.50 % Valuation technique PWERM PWERM PWERM |
Senior Secured Convertible Notes [Member] | |
Related Party Transaction [Line Items] | |
Summary of Estimated Probability and Estimated Date of Notes Payable | The Company elected to account for the Senior Secured Convertible Notes using the fair value option and ascribed the following probabilities to four possible scenarios: December 31, 2023 December 31, 2022 Scenario description Estimated probability Estimated date Estimated probability Estimated date Qualified Financing 25.0 % October 11, 2024 25.0 % June 1, 2024 Non-qualified Financing 35.0 % October 11, 2024 35.0 % October 1, 2023 Held to Maturity 25.0 % January 15, 2025 15.0 % December 31, 2024 Default/Dissolution 15.0 % October 11, 2024 25.0 % June 1, 2024 Total 100.0 % 100.0 % |
Schedule of Senior Secured Convertible Note | Based on these estimates, the Company arrived at the fair values of the Notes liability as shown below: Senior Secured Convertible Notes, related party: December 31, 2023 December 31, 2022 Fair value (In thousands) $ 11,001 $ 10,008 Face value principal payment (In thousands) $ 12,133 $ 11,133 Face value at premium (In thousands) $ 15,166 $ 13,916 Interest rate (weighted average) 10.10 % 10.00 % Default interest rate 18.00 % 18.00 % Discount rate 43.50 % 45.50 % Valuation technique PWERM PWERM |
Summary of Notes Payable at Fair Value | Notes payable, related parties, net on December 31, 2023 and December 31, 2022, were comprised of the following (in thousands): Senior Secured Convertible Notes, Related Party Total Fair value at December 31, 2021 $ — Issuance of senior secured convertible notes, related party 11,365 Change in fair value of senior secured convertible notes, related party ( 1,357 ) Fair value at December 31, 2022 10,008 Issuance of senior secured convertible notes, related party 1,000 Change in fair value of senior secured convertible notes, related party ( 7 ) Balance at December 31, 2023 $ 11,001 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | AAI allocated these costs as follows (in thousands): Years Ended December 31, 2023 December 31, 2022 General and administrative $ — $ 1,090 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Stock-based Compensation Expense | The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees and directors, included in reported net loss for the year ended December 31, 2023 and 2022, was comprised as follows (in thousands): Description Years Ended December 31, 2023 December 31, 2022 General and administrative $ 440 $ 605 Total stock-based compensation $ 440 $ 605 |
Summary of Stock Options Outstanding | The stock options outstanding as of December 31, 2023, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Weighted Average Weighted Weighted Average Remaining Average Average Remaining Exercise Number Contractual Exercise Number Exercise Contractual Price Outstanding Life (Years) Price Exercisable Price Life (Years) $ 2.50 - $ 3.00 483,093 4.65 $ 2.97 462,270 $ 2.97 4.53 $ 3.01 - $ 4.00 86,550 6.96 $ 3.54 84,607 $ 3.54 6.96 $ 4.01 - $ 5.00 133,618 4.93 $ 4.70 131,618 $ 4.71 4.90 $ 5.01 - $ 5.50 20,378 5.34 $ 5.24 20,378 $ 5.24 5.34 $ 12 - $ 18 2,332 2.61 $ 14.35 2,332 $ 14.35 2.61 $ 25 - $ 40 1,095 0.72 $ 33.90 1,095 $ 33.90 0.72 $ 2.50 - $ 40 727,066 4.98 $ 3.50 702,300 $ 3.52 4.90 |
Summary of Stock Option Activities and Related Information | The following table summarize our stock option activities and related information: Description Shares Weighted Weighted Average Aggregate Outstanding at December 31, 2021 499,751 $ 2.97 8.40 $ — Acquired under Business Combination 301,380 4.61 — — Exercised — — — — Forfeited and expired ( 4,173 ) 4.95 — — Outstanding at December 31, 2022 796,958 $ 3.58 7.71 — Granted — — — — Exercised — — — — Forfeited and expired ( 69,892 ) 4.39 — — Outstanding at December 31, 2023 727,066 $ 3.50 4.98 — Exercisable at December 31, 2023 702,300 $ 3.52 4.90 — Expected to vest in the future 24,766 $ 3.11 7.37 — |
Summary of Stock Award Activities and Related Information | The following table summarize our stock award activities and related information: Restricted Stock Awards Shares Outstanding Vested Weighted Average Weighted-Average Remaining Vesting Term (years) Outstanding at December 31, 2021 249,875 124,937 $ 2.97 2.42 Granted — - — Vested — 41,646 2.97 Awards cancelled — — — Outstanding at December 31, 2022 249,875 166,583 $ 2.97 1.42 Granted — — — Vested 41,646 2.97 Vested awards cancelled 83,291 ( 83,291 ) 2.97 Awards cancelled 16,659 — 2.97 Outstanding at December 31, 2023 149,925 124,937 $ 2.97 0.42 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Geographical Breakdown of Income/Loss before Provision for Income Tax | The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2023 and 2022 (in thousands) Year Ended December 31, 2023 December 31, 2022 United States $ ( 15,790 ) $ ( 19,150 ) International 759 609 Total $ ( 15,031 ) $ ( 18,541 ) |
Schedule of Tax Effects of Significant Comprising Deferred Taxes | The tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows (in thousands): Year Ended Deferred tax assets: December 31, 2023 December 31, 2022 Accrued compensation $ 123 $ 247 Allowance for doubtful accounts 1 1 Inventory adjustments 1,645 1,654 Unrealized gains/losses 233 233 Other carryforwards 319 317 Net operating loss carryforward 8,333 6,542 Lease liability 454 668 Stock option expense 795 670 Other accrued expenses 569 276 Fixed assets 75 17 Total deferred tax assets $ 12,547 $ 10,625 Deferred tax liabilities: ROU assets $ ( 434 ) $ ( 628 ) Intangible assets ( 7 ) ( 467 ) Other ( 25 ) — Total deferred tax liabilities $ ( 466 ) $ ( 1,095 ) Valuation allowance $ 12,081 $ 9,530 Net deferred taxes $ — $ — |
Schedule of Federal and State Income Tax Provision (Benefit) | The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2023 December 31, 2022 Current Federal $ 42 $ ( 191 ) State 15 ( 27 ) International 187 95 Total current tax expense 244 ( 123 ) Total tax (benefit) expense $ 244 $ ( 123 ) |
Schedule of Net Operating Losses and Tax Credit Carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2023 are as follows (In thousands): Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 21,452 Do not expire Net operating losses, federal (pre January 1, 2018) 2,662 2024 to 2037 Net operating losses, state 30,603 2031 to 2043 Tax credits federal 46 2040 Tax credits, state 318 Do not expire Net operating losses, foreign 10,147 Do not expire |
Schedule of Effective Tax Rate for Income Taxes differs from Federal Statutory Rate | The effective tax rate of the company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2023 December 31, 2022 Statutory rate 21.00 % 21.00 % State tax 4.49 % 2.83 % Permanent differences ( 0.16 )% ( 0.07 )% Changes in valuation allowance ( 12.90 )% ( 9.82 )% Global intangible low-taxed income (GILTI) ( 5.77 )% ( 1.77 )% change in foreign tax rate — % 0.30 % Foreign tax rate differential 0.24 % 0.04 % Prior period and other adjustments ( 0.87 )% 1.28 % Impairment of goodwill ( 4.43 )% ( 11.84 )% Non-deductible interest/Gain on revaluation of note ( 2.96 )% ( 1.28 )% Failure to file penalties ( 0.20 )% Total ( 1.56 )% 0.67 % |
Schedule of Reconciliation of Financial Statement Recognition and Measurement of Uncertain Tax Positions | A reconciliation of the financial statement recognition and measurement of uncertain tax positions during the current year is as follows: Total Balance as of December 31, 2022 $ — Additions based on tax positions related to the current year — Additions for tax positions of prior years 30,000 Reductions for tax positions related to the current year — Reductions for tax positions of prior years — Balance as of December 31, 2023 $ 30,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 per share data) Year Ended December 31, 2023 December 31, 2022 Numerator: Net loss attributable to common stockholders $ ( 15,095 ) $ ( 17,738 ) Denominator: Basic weighted average shares outstanding 5,932 5,552 Effect of dilutive securities — — Diluted weighted-average shares 5,932 5,552 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.54 ) $ ( 3.20 ) |
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 periods indicated: Anti-dilutive securities (in thousands) December 31, 2023 December 31, 2022 Common shares issuable upon exercise of stock options 727 797 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 7,499 2,299 Restricted stock awards 150 250 Common shares issuable upon conversion of senior secured convertible notes 71,554 14,256 Total 83,890 21,562 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Description Precision Electronic Solutions Power Electronics & Display RF Solutions Total Precision Electronic Solutions Power Electronics & Display RF Solutions Total Revenue $ 19,592 $ 10,039 $ 8,195 $ 37,826 $ 13,950 $ 10,175 $ 6,130 $ 30,255 Cost of revenue 15,401 6,791 5,886 28,078 10,632 6,651 4,497 21,780 Gross profit 4,191 3,248 2,309 9,748 3,318 3,524 1,633 8,475 Operating expenses 9,196 4,453 3,950 17,599 6,686 4,022 3,684 14,392 Impairment of goodwill — — 3,172 3,172 10,459 — — 10,459 Impairment of intangibles — — 1,525 1,525 — — — — Other (expense) income, net ( 1,218 ) ( 392 ) ( 873 ) ( 2,483 ) ( 1,781 ) ( 26 ) ( 358 ) ( 2,165 ) Loss from continuing operations before income taxes $ ( 6,223 ) $ ( 1,597 ) $ ( 7,211 ) $ ( 15,031 ) $ ( 15,608 ) $ ( 524 ) $ ( 2,409 ) $ ( 18,541 ) Assets (at period end) $ 18,931 $ 7,862 $ 5,139 $ 31,932 $ 20,076 $ 8,316 $ 10,562 $ 38,954 |
Concentration of Credit and R_2
Concentration of Credit and Revenue Risk (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Percentage of Accounts Receivable and Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues | The following table provides the percentage of total accounts receivable and revenues attributable to a single customer from which 10% or more of total revenues are derived: Accounts Receivable ("AR") Revenue Segment Year ended December 31, 2023 % of Total AR Year ended December 31, 2022 % of Total AR Year ended December 31, 2023 % of Total Revenue Year ended December 31, 2022 % of Total Revenue Customer A $ 1,648 38 % $ 1,718 31 % $ 11,129 29 % $ 7,408 24 % Customer B 483 11 % 1,113 20 % 4,042 11 % 3,775 12 % Customer C — * — %* — * — %* 2,567 — %* 3,769 12 % * less than 10% |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 Subsidiaries Divisions | |
Power Electronics & Displays [Member] | |
Number of subsidiaries | 2 |
Precision Electronic Solutions [Member] | |
Number of subsidiaries | 1 |
Number of division | Divisions | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Sep. 08, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Number of business segments | Segment | 2 | |||
Allowance for doubtful accounts | $ 56,000 | $ 64,000 | ||
Accrued revenue | 2,782,000 | 2,479,000 | ||
Cash and Cash Equivalents, at Carrying Value | 3,601,000 | 2,195,000 | ||
Uncertain tax positions | 30,000 | 0 | ||
Income tax (benefit) provision | $ 244,000 | $ (123,000) | ||
Federal statutory income tax rate | 21% | 21% | ||
Goodwill | $ 5,794,000 | $ 9,054,000 | $ 9,812,000 | |
Indefinite-lived intangible assets | 3,395,000 | 5,318,000 | ||
Restricted cash | 700,000 | 0 | ||
Customer Relationships [Member] | ||||
Indefinite-lived intangible assets | 2,918,000 | 3,825,000 | ||
Trademarks [Member] | ||||
Indefinite-lived intangible assets | $ 477,000 | $ 1,493,000 | ||
GWW [Member] | ||||
Percentage of acquired capital stock | 100% | |||
Number of shares issued upon conversion | shares | 3,960,000 | |||
Percentage of ownership of outstanding common stock, maximum | 69.60% | |||
Goodwill | $ 10,459,000 | |||
ASU 2016-13 [Member] | ||||
Change in accounting principle accounting standards update early adoption | true | |||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 | |||
Change in accounting principle accounting standards update immaterial effect | true | |||
ASU 2017-04 [Member] | ||||
Change in accounting principle accounting standards update early adoption | true | |||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 | |||
Change in accounting principle accounting standards update immaterial effect | true | |||
ASU 2021-08 [Member] | ||||
Change in accounting principle accounting standards update early adoption | true | |||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 | |||
Change in accounting principle accounting standards update immaterial effect | true | |||
Minimum [Member] | Customer Relationships [Member] | ||||
Estimated useful life | 10 years | |||
Maximum [Member] | Customer Relationships [Member] | ||||
Estimated useful life | 14 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | Dec. 31, 2023 |
Computer Software and Office and Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (In Years) | 5 years |
Computer Software and Office and Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (In Years) | 3 years |
Machinery and Equipment, Automobile, Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (In Years) | 10 years |
Machinery and Equipment, Automobile, Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Lives (In Years) | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Revenue Disaggregation - Additi
Revenue Disaggregation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Advanced payments recieved | $ 1.6 | $ 1 |
Backlog performance obligations amount | 31.2 | |
Revenue recognized | $ 23.4 |
Revenue Disaggregation - Addi_2
Revenue Disaggregation - Additional Information (Details1) | Dec. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected to be recognized, year | 2024 |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 37,826 | $ 30,255 |
Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 20,151 | 18,430 |
Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 17,675 | 11,825 |
RF/microwave filters | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 9,196 | 5,070 |
Detector logarithmic video amplifiers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,703 | 1,060 |
Power supply units and systems | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 8,975 | 11,605 |
Healthcare diagnostic systems | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 3,956 | 4,073 |
Defense systems | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 13,996 | 8,447 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 11,960 | 7,317 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 9,250 | 9,907 |
Middle East | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 15,550 | 12,520 |
Rest of the World | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 1,066 | $ 511 |
Revenue Disaggregation - Sche_2
Revenue Disaggregation - Schedule of Advanced Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning Balance | $ 1,028 | $ 401 |
Addition during the year | 18,255 | 12,452 |
Recognized during the year | (17,675) | (11,825) |
Ending Balance | $ 1,608 | $ 1,028 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,168 | $ 2,758 |
Work-in-progress | 1,512 | 3,186 |
Finished goods | 1,699 | 1,751 |
Total | $ 6,379 | $ 7,695 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,204 | $ 10,918 |
Less: accumulated depreciation and amortization | (9,496) | (8,678) |
Property and equipment, net | 1,708 | 2,240 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,256 | 7,182 |
Computer, Software and Related Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,960 | 1,858 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,988 | $ 1,878 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 756,000 | $ 663,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash consideration paid to existing preferred stockholders | $ 0 | $ 3,687 | |
Preliminary allocation of goodwill | $ 9,200 | ||
Offset to Trademark [Member] | |||
Business Acquisition [Line Items] | |||
Preliminary allocation of goodwill | 1,000 | ||
Developed technologies [Member] | |||
Business Acquisition [Line Items] | |||
Preliminary allocation of goodwill | 1,400 | ||
Customer Lists [Member] | |||
Business Acquisition [Line Items] | |||
Preliminary allocation of goodwill | 3,900 | ||
Inventory [Member] | |||
Business Acquisition [Line Items] | |||
Preliminary allocation of goodwill | 2,700 | ||
Other Assets [Member] | |||
Business Acquisition [Line Items] | |||
Preliminary allocation of goodwill | $ 200 | ||
Gresham Worldwide Inc [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of acquired capital stock | 100% | ||
Number of shares issued upon conversion | 3,960,000 | ||
Percentage of ownership of outstanding common stock, maximum | 69.60% | ||
Share exchange agreement, loaned amount | $ 4,200 | ||
Business acquisition, maturity date | Feb. 14, 2023 | ||
Fair value of purchase consideration | $ 8,198 | ||
Business combination common stock and prefunded warrants | 4,055 | ||
Business acquisition, fair value of vested stock incentives | 349 | ||
Cash consideration paid to existing preferred stockholders | $ 3,794 | ||
Gresham Worldwide Inc [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange agreement, number of shares of common stock | 749,626 | ||
Common Stock [Member] | Gresham Worldwide Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares exchanged | 2,920,000 | ||
Series F Convertible Preferred Stock [Member] | Gresham Worldwide Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares exchanged | 514.8 | ||
Percentage of ownership of outstanding common stock, maximum | 69.60% | ||
Percentage of ownership of outstanding common stock, maximum, limit increase | 19.99% | ||
BitNile [Member] | Gresham Worldwide Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, interest rate | 10% |
Business Combination - Summary
Business Combination - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Cash consideration paid to existing preferred stockholders | $ 0 | $ 3,687 | ||
Identifiable net assets acquired (liabilities assumed) | ||||
Goodwill | $ 5,794 | $ 9,054 | $ 9,812 | |
Gresham Worldwide Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock exchanged | $ 4,055 | |||
Fair value of GIGA equity awards | 349 | |||
Cash consideration paid to existing preferred stockholders | 3,794 | |||
Total Consideration | 8,198 | |||
Identifiable net assets acquired (liabilities assumed) | ||||
Cash | 107 | |||
Trade accounts receivables | 536 | |||
Inventories | 2,529 | |||
Prepaid expenses | 116 | |||
Accrued revenue | 363 | |||
Property and equipment | 331 | |||
Right-of-use asset | 370 | |||
Other long-term assets | 269 | |||
Accounts payable | (2,831) | |||
Loans payable, net of discounts and issuance costs | (1,687) | |||
Accrued payroll and benefits | (1,488) | |||
Lease obligations | (491) | |||
Other current liabilities | (368) | |||
Other non-current liabilities | (17) | |||
Net assets acquired | (2,261) | |||
Goodwill | $ 10,459 |
Business Combination - Summar_2
Business Combination - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net gain attributable to non-controlling interest | $ (15,275) | $ (18,418) |
GWW [Member] | ||
Business Acquisition [Line Items] | ||
Net Sales | 28,825 | |
Cost of Sales | 20,227 | |
Operating expenses | 12,136 | |
Other expense | (987) | |
Income tax benefit | 123 | |
Net gain attributable to non-controlling interest | 680 | |
Net loss attributable to common stockholders | (3,722) | |
GIGA [Member] | ||
Business Acquisition [Line Items] | ||
Net Sales | 5,651 | |
Cost of Sales | 5,151 | |
Operating expenses | 18,426 | |
Other expense | (1,276) | |
Net loss attributable to common stockholders | (19,202) | |
Proforma Unaudited [Member] | ||
Business Acquisition [Line Items] | ||
Net Sales | 34,476 | |
Cost of Sales | 25,378 | |
Operating expenses | 30,562 | |
Other expense | (2,263) | |
Income tax benefit | 123 | |
Net gain attributable to non-controlling interest | 680 | |
Net loss attributable to common stockholders | $ (22,924) |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,395 | $ 5,318 |
Accumulated amortization | (1,688) | (1,842) |
Intangible assets, net | $ 1,707 | 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 | $ 477 | 1,493 |
Customer Relationships [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,918 | $ 3,825 |
Customer Relationships [Member] | Minimum [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful life | 10 years | |
Customer Relationships [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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charge | $ 1,525,000 | $ 0 |
Impairments of intangible assets | 0 | |
Accumulated amortization | 1,688,000 | 1,842,000 |
Amortization expense | 278,000 | $ 308,000 |
Microphase | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charge | 1,500,000 | |
Accumulated amortization | $ 400,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule Of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 226 |
2025 | 226 |
2026 | 226 |
2027 | 226 |
2028 | 139 |
Thereafter | 187 |
Total estimated amortization expense | $ 1,230 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 9,054 | $ 9,812 |
Acquisition | 10,459 | |
Impairment | (3,172) | (10,459) |
Effect of exchange rate changes | (88) | (758) |
Goodwill, Ending Balance | 5,794 | 9,054 |
GIGA [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 0 | 0 |
Acquisition | 10,459 | |
Impairment | 0 | (10,459) |
Effect of exchange rate changes | 0 | 0 |
Goodwill, Ending Balance | 0 | 0 |
Microphase [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 3,172 | 3,172 |
Acquisition | 0 | |
Impairment | (3,172) | 0 |
Effect of exchange rate changes | 0 | 0 |
Goodwill, Ending Balance | 0 | 3,172 |
Relec [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,041 | 1,164 |
Acquisition | 0 | |
Impairment | 0 | 0 |
Effect of exchange rate changes | 55 | (123) |
Goodwill, Ending Balance | 1,096 | 1,041 |
Enertec [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 4,841 | 5,476 |
Acquisition | 0 | |
Impairment | 0 | 0 |
Effect of exchange rate changes | (143) | (635) |
Goodwill, Ending Balance | $ 4,698 | $ 4,841 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Decrease in goodwill | $ (88,000) | $ (758,000) |
Impairment loss | $ 3,172,000 | 10,459,000 |
Giga-tronics | ||
Goodwill [Line Items] | ||
Weighted average cost of capital discount rate percentage | 17.50% | |
Microphase | ||
Goodwill [Line Items] | ||
Impairment loss | $ 3,200,000 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 9 months |
Lessee, operating lease, option to extend | some of which may include options to extend the leases perpetually |
Lessee, operating lease, existence of option to extend | true |
Lessee, operating lease, option to terminate | some of which may include options to terminate the leases within one year. |
Lessee, operating lease, existence of option to terminate | true |
Discount rate | 7% |
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 | 6 years 6 months |
Leases - Summary of Leases by B
Leases - Summary of Leases by Balance Sheet Category (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 3,023 | $ 3,940 |
Operating lease liability, current | 778 | 1,067 |
Operating lease liability, non-current | $ 2,334 | $ 3,014 |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 1,299 | $ 1,125 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,369 | $ 1,135 |
Right-of-use assets obtained in exchange of new operating lease liabilities | $ 160 | $ 275 |
Weighted-average remaining lease term - operating leases | 4 years 7 months 6 days | 5 years 7 months 6 days |
Weighted-average discount rate - operating leases | 7% | 7% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities under Non-cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 1,018 |
2025 | 828 |
2026 | 523 |
2027 | 357 |
2028 | 357 |
Thereafter | 759 |
Total future minimum lease payments | 3,842 |
Less: imputed interest | (730) |
Present value of lease liabilities | $ 3,112 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total notes payables | $ 1,677 | $ 2,119 |
Less: current portion | 1,477 | 1,797 |
Notes payable - long-term portion | 200 | 322 |
Related Party And Non-Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Less: current portion | $ 1,477 | 1,797 |
Bank Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 7% | |
Total notes payables | $ 1,190 | 1,623 |
Other Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 12% | |
Total notes payables | $ 318 | 425 |
Notes Payable, Related Parties [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 12% | |
Due date | Dec. 31, 2024 | |
Total notes payables | $ 168 | 0 |
Financed Receivables [Member] | ||
Short-Term Debt [Line Items] | ||
Weighte Average Interest Rate | 9% | |
Total notes payables | $ 0 | $ 71 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||
Notes payable | $ 1,677 | $ 2,119 |
Notes payable ($0.2 million related parties) | 1,477 | 1,797 |
Notes payable - long-term portion | 200 | 322 |
Related Party [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest expense | 0 | 482 |
Notes payable ($0.2 million related parties) | 200 | 200 |
Bank Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes payable | 1,190 | 1,623 |
Notes Payable, Related Parties [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes payable | 168 | $ 0 |
Interest expense | $ 33,000 | |
Senior Secured Convertible Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate, stated percentage | 7% | |
Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Convertible notes | $ 3,300 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Recurring Basis Fair Value Measurements ( (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 17,222 | $ 10,008 |
Senior Secured Convertible Notes, related party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 11,001 | $ 10,008 |
Senior Secured Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 5,544 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 677 |
Senior Secured Convertible No_3
Senior Secured Convertible Notes and Warrants (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Apr. 01, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||||
Conversion price percentage equal to greater of volume weight average price of ten trading days | 90% | ||||
Conversion price | $ 0.25 | $ 0.25 | |||
Conversion features description | (a) 90% of the VWAP for the 10 trading days prior to the conversion date and (b) $0.25 per share, subject to adjustment including downward adjustment upon any dilutive issuance of securities. | ||||
Warrant issued term | 5 years | ||||
Issuance at an exercise price description | The Warrants are exercisable as follows: 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. | ||||
Securities Purchase Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Warrants additionally issued | 1.7 | ||||
Senior Secured Convertible Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | Oct. 11, 2024 | ||||
Debt instrument accrued interest | 7% | 7% | |||
Increase in debt instrument accrued interest upon event of default | 18% | ||||
Debt instrument accrued interest upon event of default | 20% | ||||
Debt instrument prepay principal percent upon event of default | 125% | ||||
Conversion price | $ 0.78 | ||||
Senior Secured Convertible Notes [Member] | Exchange And Waiver Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Working capital minimum increase amount | $ 250,000 | ||||
Working capital minimum increase amount thereafter | $ 500,000 | ||||
Senior Secured Convertible Notes [Member] | Exchange And Waiver Agreement [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Working capital minimum increase amount | $ 250,000 | ||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes | $ 3,300,000 | $ 3,300,000 | |||
Proceeds from issuance of warrants | $ 3,000,000 | ||||
Maturity date | Oct. 11, 2024 | ||||
Principal increased amount | $ 4,600,000 | ||||
Warrant issued term | 5 years | ||||
Warrants issued | 1.7 | 1.7 | |||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Placement Agent Warrant [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Warrants issued | 1.2 | 1.2 |
Senior Secured Convertible No_4
Senior Secured Convertible Notes and Warrants - Schedule of Senior Secured Convertible Note (Details) - Senior Secured Convertible Notes [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |
Fair value | $ 5,544 |
Face value principle payment | 4,600 |
Face value at premium | $ 5,750 |
Conversion discount | 10% |
Maturity date | Oct. 11, 2024 |
Interest rate | 7% |
Default interest rate | 18% |
Discount rate | 23.50% |
Valuation technique | PWERM |
Modification Date [Member] | |
Line of Credit Facility [Line Items] | |
Fair value | $ 4,296 |
Face value principle payment | 4,600 |
Face value at premium | $ 5,750 |
Conversion discount | 10% |
Maturity date | Oct. 11, 2024 |
Interest rate | 7% |
Default interest rate | 18% |
Discount rate | 25.60% |
Valuation technique | PWERM |
Issuance Date [Member] | |
Line of Credit Facility [Line Items] | |
Fair value | $ 1,803 |
Face value principle payment | 3,333 |
Face value at premium | $ 4,166 |
Conversion discount | 10% |
Maturity date | Oct. 11, 2023 |
Interest rate | 6% |
Default interest rate | 18% |
Discount rate | 92.50% |
Valuation technique | PWERM |
Senior Secured Convertible No_5
Senior Secured Convertible Notes and Warrants - Summary of Rollforward Convertible Notes at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||
Change in fair value of senior secured convertible notes | $ 3,741 | $ 0 |
Senior Secured Convertible Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Beginning Balance | 0 | |
Issuance of Senior Secured Convertible Notes | 1,803 | |
Change in fair value of senior secured convertible notes | 2,493 | |
Balance upon modification of senior secured convertible note | 4,296 | |
Change in fair value of Senior Secured Convertible Notes | 1,248 | |
Ending Balance | $ 5,544 | $ 0 |
Senior Secured Convertible No_6
Senior Secured Convertible Notes and Warrants - Summary of Warrant Liability (Details) - Warrant [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |
Beginning Balance | $ 0 |
Issuance of initial warrants with senior secured convertible notes | 2,388 |
Issuance of warrants with modification of senior secured convertible notes | 726 |
Change in fair value of warrants | (2,437) |
Ending Balance | $ 677 |
Senior Secured Convertible No_7
Senior Secured Convertible Notes and Warrants - Schedule of Warranty Liability and Assumptions to Fair Value Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |
Term (weighted average) | 4 years 4 months 24 days |
Valuation technique | Monte Carlo simulation |
Modification Date [Member] | |
Class of Warrant or Right [Line Items] | |
Term (weighted average) | 4 years 7 months 6 days |
Valuation technique | Monte Carlo simulation |
Issuance Date [Member] | |
Class of Warrant or Right [Line Items] | |
Term (weighted average) | 5 years |
Valuation technique | Monte Carlo simulation |
Risk-Free Discount Rate [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.04 |
Risk-Free Discount Rate [Member] | Modification Date [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.05 |
Risk-Free Discount Rate [Member] | Issuance Date [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.04 |
Volatility [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 1.53 |
Volatility [Member] | Modification Date [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 1.39 |
Volatility [Member] | Issuance Date [Member] | Estimate of Fair Value Measurement [Member] | |
Class of Warrant or Right [Line Items] | |
Measurement input | 1.34 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2024 | Oct. 11, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Conversion price | $ 0.25 | ||||
Convertible note, terms | (a) 90% of the VWAP for the 10 trading days prior to the conversion date and (b) $0.25 per share, subject to adjustment including downward adjustment upon any dilutive issuance of securities. | ||||
Senior Secured Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7% | ||||
Maturity date | Oct. 11, 2024 | ||||
Secured notes payable received | $ 12,000,000 | ||||
Conversion price | $ 0.78 | $ 0.78 | |||
Aggregate indebtedness amount | $ 2,500,000 | $ 2,500,000 | |||
Indebtedness in excess of amount per individual transaction | $ 1,000,000 | $ 1,000,000 | |||
Percentage of discount to VWAP price | 20% | ||||
Maximum of VWAP price per share | $ 0.25 | ||||
Fair value | $ 5,544,000 | ||||
Senior Secured Convertible Notes [Member] | Scenario Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of discount to VWAP price | 25% | ||||
Senior Secured Convertible Notes [Member] | Held to Maturity [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Jan. 15, 2025 | ||||
Senior Secured Convertible Notes [Member] | Due on January 15, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 10% | 10% | |||
Maturity date | Jan. 15, 2025 | ||||
Senior Secured Convertible Notes [Member] | Due on June 15, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 12% | 12% | |||
Maturity date | Jun. 15, 2025 | ||||
Secured notes payable received | $ 1,000,000 | ||||
Senior Secured Convertible Notes [Member] | Qualified Public Offering [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from issuance of common stock | $ 25,000,000 | ||||
Senior Secured Convertible Notes [Member] | Non-Qualified Offering [Member] | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of discount conversion price | 25% | ||||
Senior Secured Convertible Notes [Member] | Non-Qualified Offering [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from issuance of common stock | $ 5,000,000 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties, Net - Summary of Estimated Probability and Estimated Date of Notes Payable (Details) - Related Party [Member] - Senior Secured Convertible Notes [Member] | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Estimated probaility | 100% | 100% |
Qualified Financings [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 25% | 25% |
Estimated date | Oct. 11, 2024 | Jun. 01, 2024 |
Non-qualified Financing [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 35% | 35% |
Estimated date | Oct. 11, 2024 | Oct. 01, 2023 |
Held to Maturity [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 25% | 15% |
Estimated date | Jan. 15, 2025 | Dec. 31, 2024 |
Default/Dissolution [Member] | ||
Line of Credit Facility [Line Items] | ||
Estimated probaility | 15% | 25% |
Estimated date | Oct. 11, 2024 | Jun. 01, 2024 |
Notes Payable, Related Partie_5
Notes Payable, Related Parties, Net - Schedule of Senior Secured Convertible Note (Details) - Senior Secured Convertible Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||
Fair value | $ 5,544 | |
Face value principle payment | 4,600 | |
Face value at premium | $ 5,750 | |
Interest rate (weighted average) | 7% | |
Default interest rate | 18% | |
Discount rate | 23.50% | |
Valuation technique | PWERM | |
Related Party [Member] | ||
Line of Credit Facility [Line Items] | ||
Fair value | $ 11,001 | $ 10,008 |
Face value principle payment | 12,133 | 11,133 |
Face value at premium | $ 15,166 | $ 13,916 |
Interest rate (weighted average) | 10.10% | 10% |
Default interest rate | 18% | 18% |
Discount rate | 43.50% | 45.50% |
Valuation technique | PWERM | PWERM |
Notes Payable, Related Partie_6
Notes Payable, Related Parties, Net - Summary of Notes Payable at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Change in fair value of senior secured convertible notes | $ 3,741 | $ 0 |
Senior Secured Convertible Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Beginning Balance | 0 | |
Issuance of Senior Secured Convertible Notes | 1,803 | |
Change in fair value of senior secured convertible notes | 2,493 | |
Ending Balance | 5,544 | 0 |
Related Party [Member] | Senior Secured Convertible Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Beginning Balance | 10,008 | |
Issuance of Senior Secured Convertible Notes | 1,000 | 11,365 |
Change in fair value of senior secured convertible notes | (7) | (1,357) |
Ending Balance | $ 11,001 | $ 10,008 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
General and administrative | $ 12,791 | $ 10,543 | |
AAI [Member] | |||
Related Party Transaction [Line Items] | |||
General and administrative | $ 1,090 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
General and administrative | $ 12,791,000 | $ 10,543,000 | |
AAI [Member] | |||
Related Party Transaction [Line Items] | |||
General and administrative | 1,090,000 | $ 0 | |
Advance received from related party | $ 500,000 | ||
Director and officer | |||
Related Party Transaction [Line Items] | |||
Payment to redeem total outstanding preferred stock | $ 362,000 |
Sale of Common Stock and Prefun
Sale of Common Stock and Prefunded Warrants - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Change in fair value of warrants issued with senior secured convertible notes | $ (2,437) | $ 0 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 87,000 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 6 months | ||
Stock options outstanding (in shares) | 727,066 | 796,958 | 499,751 |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares) | 0 | 0 | |
Fair value of stock award released | $ 19,000,000 | $ 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense Included in Net Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation | $ 440 | $ 605 |
General and Administrative Expense [Member] | ||
Total stock-based compensation | $ 440 | $ 605 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Options Outstanding (Details) - Stock Option | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 2.5 |
Exercise Price (Upper) | $ 40 |
Options Outstanding, Number | shares | 727,066 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 23 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.5 |
Options Exercisable, Number | shares | 702,300 |
Options Exercisable, Weighted Average Exercise Price | $ 3.52 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 24 days |
Exercise Price $2.50 - $3.00 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 2.5 |
Exercise Price (Upper) | $ 3 |
Options Outstanding, Number | shares | 483,093 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 7 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.97 |
Options Exercisable, Number | shares | 462,270 |
Options Exercisable, Weighted Average Exercise Price | $ 2.97 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 10 days |
Exercise Price $3.01 - $4.00 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 3.01 |
Exercise Price (Upper) | $ 4 |
Options Outstanding, Number | shares | 86,550 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 11 months 15 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.54 |
Options Exercisable, Number | shares | 84,607 |
Options Exercisable, Weighted Average Exercise Price | $ 3.54 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 6 years 11 months 15 days |
Exercise Price $4.01 - $5.00 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 4.01 |
Exercise Price (Upper) | $ 5 |
Options Outstanding, Number | shares | 133,618 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 4 days |
Options Outstanding, Weighted Average Exercise Price | $ 4.7 |
Options Exercisable, Number | shares | 131,618 |
Options Exercisable, Weighted Average Exercise Price | $ 4.71 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 24 days |
Exercise Price $5.01 - $5.50 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 5.01 |
Exercise Price (Upper) | $ 5.5 |
Options Outstanding, Number | shares | 20,378 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 2 days |
Options Outstanding, Weighted Average Exercise Price | $ 5.24 |
Options Exercisable, Number | shares | 20,378 |
Options Exercisable, Weighted Average Exercise Price | $ 5.24 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 2 days |
Exercise Price $12 - $18 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 12 |
Exercise Price (Upper) | $ 18 |
Options Outstanding, Number | shares | 2,332 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 9 days |
Options Outstanding, Weighted Average Exercise Price | $ 14.35 |
Options Exercisable, Number | shares | 2,332 |
Options Exercisable, Weighted Average Exercise Price | $ 14.35 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 9 days |
Exercise Price $25 - $40 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise Price (Lower) | $ 25 |
Exercise Price (Upper) | $ 40 |
Options Outstanding, Number | shares | 1,095 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 months 19 days |
Options Outstanding, Weighted Average Exercise Price | $ 33.9 |
Options Exercisable, Number | shares | 1,095 |
Options Exercisable, Weighted Average Exercise Price | $ 33.9 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 8 months 19 days |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activities and Related Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Outstanding, Shares | 796,958 | 499,751 | |
Acquired under Business Combination, Shares | 301,380 | ||
Forfeited and expired, Shares | (69,892) | (4,173) | |
Outstanding, Shares | 727,066 | 796,958 | 499,751 |
Exercisable, Shares | 702,300 | ||
Expected to vest in the future, Shares | 24,766 | ||
Outstanding, Weighted Average Price per share | $ 3.58 | $ 2.97 | |
Acquired under Business Combination, Weighted Average Price per share | 4.61 | ||
Forfeited and expired, Weighted Average Price per share | 4.39 | 4.95 | |
Outstanding, Weighted Average Price per share | 3.5 | $ 3.58 | $ 2.97 |
Exercisable, Weighted Average Price per share | 3.52 | ||
Expected to vest in the future, Weighted Average Price per share | $ 3.11 | ||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 11 months 23 days | 7 years 8 months 15 days | 8 years 4 months 24 days |
Exercisable, Weighted Average Remaining Contractual Term (Years) | 4 years 10 months 24 days | ||
Expected to vest in the future, Weighted Average Remaining Contractual Term (Years) | 7 years 4 months 13 days |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock Award Activities And Related Information (Details) - Restricted Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares Outstanding, Beginning Balance | 249,875 | 249,875 | |
Vested awards cancelled, Shares Outstanding | 83,291 | ||
Awards cancelled, Shares Outstanding | 16,659 | ||
Shares Outstanding, Ending Balance | 149,925 | 249,875 | 249,875 |
Outstanding, Vested | 166,583 | 124,937 | |
Vested | 41,646 | 41,646 | |
Vested awards cancelled, Vested | (83,291) | ||
Outstanding, Vested | 124,937 | 166,583 | 124,937 |
Outstanding, Weighted Average Grant Date Fair Value | $ 2.97 | $ 2.97 | |
Vested, Weighted Average Grant Date Fair Value | 2.97 | 2.97 | |
Vested awards cancelled, Weighted Average Grant Date Fair Value | 2.97 | ||
Awards cancelled, Weighted Average Grant Date Fair Value | 2.97 | ||
Outstanding, Weighted Average Grant Date Fair Value | $ 2.97 | $ 2.97 | $ 2.97 |
Outstanding, Weighted-Average Remaining Vesting Term (years) | 5 months 1 day | 1 year 5 months 1 day | 2 years 5 months 1 day |
Increase in Ownership Interes_2
Increase in Ownership Interest of Subsidiary - Additional Information (Details) - Microphase Corporation [Member] - Gresham Holding [Member] $ in Millions | Jul. 01, 2022 USD ($) shares |
Schedule of Equity Method Investments [Line Items] | |
Additional shares acquired | shares | 444,444 |
Exchange consideration for additional shares acquired | $ | $ 1 |
Minimum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest percentage | 55% |
Maximum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest percentage | 63% |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Sep. 08, 2022 USD ($) shares | Dec. 31, 2023 USD ($) Director $ / shares shares | Dec. 31, 2022 $ / shares shares | Sep. 22, 2022 shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 101,000,000 | 13,333,333 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, no par value | $ / shares | $ 0 | $ 0 | |||
Number of directors entitled to elect by Series F holders | Director | 4 | ||||
Number of directors | Director | 7 | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Aggregate consideration | $ | $ 1 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 250,000 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Series F Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 520 | 520 | |||
Preferred stock, shares issued | 514.8 | 514.8 | 514.8 | ||
Preferred stock, shares outstanding | 514.8 | 514.8 | |||
Preferred stock, liquidation preference par value | $ / shares | $ 25,000 | ||||
Preferred stock, liquidation preference | $ | $ 12.9 | ||||
Conversion price per share | $ / shares | $ 3.25 | ||||
Indebtedness in excess of amount per individual transaction | $ | $ 1 | ||||
Aggregate indebtedness amount | $ | 2.5 | ||||
Maximum common stock limit for eligibility of preemptive participation rights | $ | $ 25 | ||||
Minimum percentage of common stock, beneficially own by holders | 50% | ||||
Series F Preferred Stock [Member] | BitNile [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued upon conversion | 3,960,043 | ||||
Series F Preferred Stock [Member] | Gresham Holdings [Member] | BitNile [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 514.8 |
Income Taxes - Schedule of Geog
Income Taxes - Schedule of Geographical Breakdown of Income/loss Before the Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (15,790) | $ (19,150) |
International | 759 | 609 |
Loss from continuing operations before income taxes | $ (15,031) | $ (18,541) |
Income Taxes - Tax Effects of S
Income Taxes - Tax Effects of Significant Items Comprising the Company's Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued compensation | $ 123 | $ 247 |
Allowance for doubtful accounts | 1 | 1 |
Inventory adjustments | 1,645 | 1,654 |
Unrealized gains/losses | 233 | 233 |
Other carryforwards | 319 | 317 |
Net operating loss carryforward | 8,333 | 6,542 |
Lease liability | 454 | 668 |
Stock option expense | 795 | 670 |
Other accrued expenses | 569 | 276 |
Fixed assets | 75 | 17 |
Total deferred tax assets | 12,547 | 10,625 |
Deferred tax liabilities: | ||
ROU assets | (434) | (628) |
Intangible assets | (7) | (467) |
Other | (25) | |
Total deferred tax liabilities | (466) | (1,095) |
Valuation allowance | 12,081 | 9,530 |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal and State Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Current income tax provision (benefit), Federal | $ 42 | $ (191) |
Current income tax provision (benefit), State | 15 | (27) |
Current income tax provision (benefit), International | 187 | 95 |
Current Income Tax Provision (Benefit) | 244 | (123) |
Deferred | ||
Total tax (benefit) expense | $ 244 | $ (123) |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance increased | $ 2,500,000 | $ 6,800,000 |
Interest and penalties | 30,000 | 0 |
Accrued interest and penalties to uncertain tax positions | $ 30,000 | $ 0 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Operating Losses and Tax Credit Carryforwards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2017 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 21,452 | $ 2,662 |
Tax credits | $ 46 | |
Tax credit carryforward, expiration, year | 2040 | |
Operating loss carryforwards expiration description | Do not expire | |
Federal [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards expiration year | 2037 | |
Federal [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards expiration year | 2024 | |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 10,147 | |
Tax credit carryforward, expiration, description | Do not expire | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 30,603 | |
Tax credits | $ 318 | |
Tax credit carryforward, expiration, description | Do not expire | |
State [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards expiration year | 2043 | |
State [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards expiration year | 2031 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate for Income Taxes differs from Federal Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
State tax | 4.49% | 2.83% |
Permanent differences | (0.16%) | (0.07%) |
Changes in valuation allowance | (12.90%) | (9.82%) |
Global intangible low-taxed income (GILTI) | (5.77%) | (1.77%) |
Change in foreign tax rate | 0% | 0.30% |
Foreign tax rate differential | 0.24% | 0.04% |
Prior period and other adjustments | (0.87%) | 1.28% |
Impairment of goodwill | (4.43%) | (11.84%) |
Non-deductible interest/Gain on revaluation of note | (2.96%) | (1.28%) |
Failure to file penalties | (0.20%) | |
Total | (1.56%) | 0.67% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Financial Statement Recognition and Measurement of Uncertain Tax Positions (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Beginning balance | $ 0 |
Additions based on tax positions related to the current year | 0 |
Additions for tax positions of prior years | 30,000 |
Reductions for tax positions related to the current year | 0 |
Reductions for tax positions of prior years | 0 |
Ending balance | $ 30,000 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (15,095) | $ (17,738) |
Denominator: | ||
Basic weighted average shares outstanding | 5,932 | 5,552 |
Effect of dilutive securities | 0 | 0 |
Diluted weighted-average shares | 5,932 | 5,552 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.54) | $ (3.2) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.54) | $ (3.2) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 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) | 83,890 | 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) | 727 | 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) | 7,499 | 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) | 150 | 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) | 71,554 | 14,256 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Guarantee balance for project implementation fees | $ 4.7 | $ 3.6 |
Value of the guarantee, Percentage | 15% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 37,826 | $ 30,255 |
Cost of revenue | 28,078 | 21,780 |
Gross profit | 9,748 | 8,475 |
Operating expenses | 17,599 | 14,392 |
Impairment of goodwill | 3,172 | 10,459 |
Impairment of intangibles | 1,525 | 0 |
Other (expense) income, net | (2,483) | (2,165) |
Loss from continuing operations before income taxes | (15,031) | (18,541) |
Assets (at period end) | 31,932 | 38,954 |
RF Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,195 | 6,130 |
Cost of revenue | 5,886 | 4,497 |
Gross profit | 2,309 | 1,633 |
Operating expenses | 3,950 | 3,684 |
Impairment of goodwill | 3,172 | |
Impairment of intangibles | 1,525 | |
Other (expense) income, net | (873) | (358) |
Loss from continuing operations before income taxes | (7,211) | (2,409) |
Assets (at period end) | 5,139 | 10,562 |
Power Electronics & Displays [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10,039 | 10,175 |
Cost of revenue | 6,791 | 6,651 |
Gross profit | 3,248 | 3,524 |
Operating expenses | 4,453 | 4,022 |
Other (expense) income, net | (392) | (26) |
Loss from continuing operations before income taxes | (1,597) | (524) |
Assets (at period end) | 7,862 | 8,316 |
Precision Electronic Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,592 | 13,950 |
Cost of revenue | 15,401 | 10,632 |
Gross profit | 4,191 | 3,318 |
Operating expenses | 9,196 | 6,686 |
Impairment of goodwill | 10,459 | |
Other (expense) income, net | (1,218) | (1,781) |
Loss from continuing operations before income taxes | (6,223) | (15,608) |
Assets (at period end) | $ 18,931 | $ 20,076 |
Concentration of Credit and R_3
Concentration of Credit and Revenue Risk - Percentage of Accounts Receivable and Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 37,826 | $ 30,255 |
Customer A [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable | 1,648 | 1,718 |
Revenues | $ 11,129 | $ 7,408 |
Customer A [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 29% | 24% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 38% | 31% |
Customer B [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable | $ 483 | $ 1,113 |
Revenues | $ 4,042 | $ 3,775 |
Customer B [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 11% | 12% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 11% | 20% |
Customer C [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable | $ 0 | $ 0 |
Revenues | $ 2,567 | $ 3,769 |
Customer C [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 0% | 12% |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 0% | 0% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Subsequent Event [Member] - AAI [Member] - USD ($) shares in Millions | 4 Months Ended | |
Mar. 15, 2024 | Apr. 15, 2024 | |
Subsequent Event [Line Items] | ||
Proceeds from related party loan | $ 1,180,000 | |
Number of warrants exercised | 2 | |
Proceeds from issuance of warrants | $ 20,000 |