Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Entity Central Index Key | 0000719274 |
Entity Registrant Name | GIGA-TRONICS INCORPORATED |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,686,000 | $ 1,599,000 | $ 1,190,000 |
Marketable equity securities | 1,070,000 | ||
Accounts receivable, net | 5,503,000 | 4,554,000 | 2,980,000 |
Accrued revenue | 2,177,000 | 2,283,000 | 1,696,000 |
Inventories, net | 5,014,000 | 4,206,000 | 3,042,000 |
Prepaid expenses and other current assets | 944,000 | 890,000 | 538,000 |
TOTAL CURRENT ASSETS | 15,324,000 | 13,532,000 | 10,516,000 |
Intangible assets, net | 3,634,000 | 4,035,000 | 4,390,000 |
Goodwill | 9,086,000 | 9,812,000 | 9,646,000 |
Property, plant and equipment, net | 1,862,000 | 2,052,000 | 1,594,000 |
Right-of-use assets | 3,899,000 | 4,333,000 | 4,147,000 |
Other assets | 89,000 | 141,000 | 63,000 |
TOTAL ASSETS | 33,894,000 | 33,905,000 | 30,356,000 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 5,663,000 | 4,125,000 | 3,664,000 |
Accounts payable and accrued expenses, related party | 53,000 | 36,000 | |
Revolving credit facility | 125,000 | ||
current portion | 961,000 | 2,201,000 | |
Short term advances, related party | 1,247,000 | ||
Operating lease liability, current | 674,000 | 659,000 | 684,000 |
Notes payable | 1,737,000 | 961,000 | 188,000 |
Other current liabilities | 1,549,000 | 1,895,000 | 1,500,000 |
TOTAL CURRENT LIABILITIES | 10,870,000 | 7,693,000 | 8,398,000 |
Operating lease liability, non-current | 3,276,000 | 3,712,000 | 3,200,000 |
Notes payable | 197,000 | ||
Other long term liabilities | 26,000 | ||
Notes payable, related parties | 52,000 | ||
TOTAL LIABILITIES | 14,172,000 | 11,405,000 | 11,847,000 |
STOCKHOLDERS' EQUITY | |||
Net parent investment | 32,247,000 | 31,042,000 | 24,904,000 |
Preferred stock | |||
Additional Paid in Capital | 713,000 | 630,000 | 1,000 |
Accumulated deficit | (12,112,000) | (9,988,000) | (6,882,000) |
Accumulated other comprehensive loss | (1,847,000) | (240,000) | (327,000) |
TOTAL STOCKHOLDERS'GRESHAM WORLDWIDE, INC. STOCKHOLDERS' EQUITY | 19,001,000 | 21,444,000 | 17,696,000 |
Non-controlling interest | 721,000 | 1,056,000 | 813,000 |
TOTAL STOCKHOLDERS' EQUITY | 19,722,000 | 22,500,000 | 18,509,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 33,894,000 | 33,905,000 | 30,356,000 |
Common Class A [Member] | |||
STOCKHOLDERS' EQUITY | |||
Common Stock | |||
Common Class B [Member] | |||
STOCKHOLDERS' EQUITY | |||
Common Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, authorized (in shares) | 100,000 | 100,000 | 100,000 |
Preferred stock, issued (in shares) | 0 | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 0 | ||
Common Class A [Member] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, issued (in shares) | 1,000 | 1,000 | 1,000 |
Common stock, outstanding (in shares) | 1,000 | 1,000 | 1,000 |
Common Class B [Member] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 | 500,000 |
Common stock, issued (in shares) | 0 | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | $ 6,504,000 | $ 6,475,000 | $ 13,748,000 | $ 12,825,000 | $ 25,580,000 | $ 18,213,000 |
Cost of revenues | 4,817,000 | 4,910,000 | 9,568,000 | 8,952,000 | 17,231,000 | 12,442,000 |
Gross profit | 1,687,000 | 1,565,000 | 4,180,000 | 3,873,000 | 8,349,000 | 5,771,000 |
Operating expenses: | ||||||
Research and development | 425,000 | 359,000 | 914,000 | 737,000 | 1,537,000 | 1,512,000 |
Selling and marketing | 320,000 | 230,000 | 618,000 | 499,000 | 1,066,000 | 835,000 |
General and administrative | 2,500,000 | 2,813,000 | 4,697,000 | 4,727,000 | 8,737,000 | 5,666,000 |
Total operating expenses | 3,245,000 | 3,402,000 | 6,229,000 | 5,963,000 | 11,340,000 | 8,013,000 |
Loss from operations | (1,558,000) | (1,837,000) | (2,049,000) | (2,090,000) | (2,991,000) | (2,242,000) |
Other income (expenses) | ||||||
Other (expenses) income | 12,000 | (16,000) | 72,000 | 8,000 | 125,000 | 97,000 |
Interest income (expense), related party | 1,000 | (94,000) | (11,000) | (202,000) | ||
Interest (expense) income | (397,000) | 59,000 | (464,000) | (177,000) | 0 | 66,000 |
Interest expense, related party | (408,000) | (438,000) | ||||
Interest expense | (240,000) | (205,000) | ||||
Change in fair value of marketable equity securities | 0 | (1,545,000) | 0 | 95,000 | (866,000) | 659,000 |
Realized gain on marketable securities | 0 | 0 | 0 | 397,000 | 1,263,000 | 12,000 |
Gain on extinguishment of debt | 0 | 447,000 | 0 | 447,000 | 447,000 | 0 |
Total other (expenses) income, net | (384,000) | (1,149,000) | (403,000) | 568,000 | 321,000 | 191,000 |
Loss before income taxes | (1,942,000) | (2,986,000) | (2,452,000) | (1,522,000) | (2,670,000) | (2,051,000) |
Income tax benefit (provision) | (7,000) | (133,000) | (7,000) | (122,000) | (193,000) | 200,000 |
Net loss | (1,949,000) | (3,119,000) | (2,459,000) | (1,644,000) | (2,863,000) | (1,851,000) |
Net loss (gain) attributable to non-controlling interest | 322,000 | 1,084,000 | 335,000 | (30,000) | (243,000) | 0 |
Net loss attributable to Gresham Worldwide | $ (1,627,000) | $ (2,035,000) | $ (2,124,000) | $ (1,674,000) | $ (3,106,000) | $ (1,851,000) |
Net loss per common share, basic | $ (1,627) | $ (2,035) | $ (2,124) | $ (1,674) | $ (3,106) | $ (1,851) |
Net loss per common share, diluted | $ (1,627) | $ (2,035) | $ (2,124) | $ (1,674) | $ (3,106) | $ (1,851) |
Weighted average common shares outstanding, basic | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 |
Weighted average common shares outstanding, diluted | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 |
Comprehensive (loss) income: | ||||||
Net loss available to common stockholders | $ (1,627,000) | $ (2,035,000) | $ (2,124,000) | $ (1,674,000) | $ (3,106,000) | $ (1,851,000) |
Foreign currency translation adjustments | 1,216,000 | 225,000 | 1,607,000 | (68,000) | 87,000 | 482,000 |
Total comprehensive loss | $ (411,000) | $ (1,810,000) | $ (517,000) | $ (1,606,000) | $ (3,019,000) | $ (1,369,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes In Stockholders' Equity - USD ($) | Total | Net Parent Investment [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] |
Balance at Dec. 31, 2019 | $ 11,811,000 | $ 17,650,000 | $ 0 | $ 1,000 | $ (5,031,000) | $ (809,000) | $ 0 | |
Balance (in shares) at Dec. 31, 2019 | 1,000 | |||||||
Issuance of Enertec warrants | 813,000 | 813,000 | ||||||
Net transfer from parent | 7,254,000 | 7,254,000 | ||||||
Net income (loss) | (1,851,000) | (1,851,000) | ||||||
Net income (loss) | (1,851,000) | |||||||
Foreign currency translation adjustments | 482,000 | 482,000 | ||||||
Net income (loss) attributable to non-controlling interest | 0 | |||||||
Balance at Dec. 31, 2020 | 18,509,000 | 24,904,000 | $ 0 | $ 0 | 1,000 | (6,882,000) | (327,000) | 813,000 |
Balance (in shares) at Dec. 31, 2020 | 0 | 1,000 | ||||||
Stock based compensation | 545,000 | $ 0 | 545,000 | |||||
Net transfer from parent | 4,593,000 | 4,593,000 | ||||||
Net income (loss) | (1,674,000) | (1,674,000) | ||||||
Net income (loss) | (1,644,000) | |||||||
Foreign currency translation adjustments | (68,000) | (68,000) | ||||||
Net income (loss) attributable to non-controlling interest | 30,000 | 30,000 | ||||||
Balance at Jun. 30, 2021 | 21,935,000 | 29,497,000 | $ 0 | $ 0 | 546,000 | (8,556,000) | (395,000) | 843,000 |
Balance (in shares) at Jun. 30, 2021 | 0 | 1,000 | ||||||
Balance at Dec. 31, 2020 | 18,509,000 | 24,904,000 | $ 0 | $ 0 | 1,000 | (6,882,000) | (327,000) | 813,000 |
Balance (in shares) at Dec. 31, 2020 | 0 | 1,000 | ||||||
Stock based compensation | 629,000 | 629,000 | ||||||
Net transfer from parent | 6,138,000 | 6,138,000 | ||||||
Net income (loss) | (3,106,000) | |||||||
Net income (loss) | (2,863,000) | (3,106,000) | 243,000 | |||||
Foreign currency translation adjustments | 87,000 | 87,000 | ||||||
Net income (loss) attributable to non-controlling interest | 243,000 | |||||||
Balance at Dec. 31, 2021 | 22,500,000 | 31,042,000 | $ 0 | $ 0 | 630,000 | (9,988,000) | (240,000) | 1,056,000 |
Balance (in shares) at Dec. 31, 2021 | 0 | 1,000 | ||||||
Balance at Mar. 31, 2021 | 21,543,000 | 26,756,000 | $ 0 | $ 0 | 1,000 | (6,521,000) | (620,000) | 1,927,000 |
Balance (in shares) at Mar. 31, 2021 | 0 | 1,000 | ||||||
Stock based compensation | 545,000 | 545,000 | ||||||
Net transfer from parent | 2,741,000 | 2,741,000 | ||||||
Net income (loss) | (2,035,000) | (2,035,000) | ||||||
Net income (loss) | (3,119,000) | |||||||
Foreign currency translation adjustments | 225,000 | 225,000 | ||||||
Net income (loss) attributable to non-controlling interest | (1,084,000) | (1,084,000) | ||||||
Balance at Jun. 30, 2021 | 21,935,000 | 29,497,000 | $ 0 | $ 0 | 546,000 | (8,556,000) | (395,000) | 843,000 |
Balance (in shares) at Jun. 30, 2021 | 0 | 1,000 | ||||||
Balance at Dec. 31, 2021 | 22,500,000 | 31,042,000 | $ 0 | $ 0 | 630,000 | (9,988,000) | (240,000) | 1,056,000 |
Balance (in shares) at Dec. 31, 2021 | 0 | 1,000 | ||||||
Stock based compensation | 83,000 | 83,000 | ||||||
Net transfer from parent | 1,205,000 | 1,205,000 | ||||||
Net income (loss) | (2,124,000) | (2,124,000) | ||||||
Net income (loss) | (2,459,000) | |||||||
Foreign currency translation adjustments | (1,607,000) | (1,607,000) | ||||||
Net income (loss) attributable to non-controlling interest | (335,000) | (335,000) | ||||||
Balance at Jun. 30, 2022 | 19,722,000 | 32,247,000 | $ 0 | $ 0 | 713,000 | (12,112,000) | (1,847,000) | 721,000 |
Balance (in shares) at Jun. 30, 2022 | 0 | 1,000 | ||||||
Balance at Mar. 31, 2022 | 22,157,000 | 31,559,000 | $ 0 | $ 0 | 671,000 | (10,485,000) | (631,000) | 1,043,000 |
Balance (in shares) at Mar. 31, 2022 | 0 | 1,000 | ||||||
Stock based compensation | 42,000 | 42,000 | ||||||
Net transfer from parent | 688,000 | 688,000 | ||||||
Net income (loss) | (1,627,000) | (1,627,000) | ||||||
Net income (loss) | (1,949,000) | |||||||
Foreign currency translation adjustments | (1,216,000) | (1,216,000) | ||||||
Net income (loss) attributable to non-controlling interest | (322,000) | (322,000) | ||||||
Balance at Jun. 30, 2022 | $ 19,722,000 | $ 32,247,000 | $ 0 | $ 0 | $ 713,000 | $ (12,112,000) | $ (1,847,000) | $ 721,000 |
Balance (in shares) at Jun. 30, 2022 | 0 | 1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,459,000) | $ (1,644,000) | $ (2,863,000) | $ (1,851,000) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||
Depreciation | 360,000 | 237,000 | 500,000 | 251,000 |
Amortization | 158,000 | 191,000 | 375,000 | 336,000 |
Amortization of right-of-use assets | 276,000 | 69,000 | ||
Amortization of right-of-use assets | (186,000) | (108,000) | ||
Gain on extinguishment of debt | 0 | (447,000) | (447,000) | 0 |
Grant Income | (73,000) | 0 | ||
Increase in net parent investment from corporate overhead | 820,000 | 695,000 | 1,390,000 | 1,540,000 |
Stock-based compensation—Options | 83,000 | 545,000 | 629,000 | 813,000 |
Realized gains on sale of marketable securities | 0 | (397,000) | (1,263,000) | (12,000) |
Unrealized losses (gains) on marketable equity securities | 0 | (95,000) | 866,000 | (659,000) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,479,000) | (514,000) | (1,434,000) | (797,000) |
Accrued revenue | (159,000) | 78,000 | (473,000) | 645,000 |
Inventories | (1,097,000) | 477,000 | (1,082,000) | (41,000) |
Prepaid expenses and other current assets | (89,000) | 4,000 | (325,000) | (291,000) |
Other assets | 52,000 | (60,000) | (76,000) | (1,000) |
Accounts payable and accrued expenses | 2,005,000 | (413,000) | 398,000 | (166,000) |
Accounts payable, related parties | (53,000) | (36,000) | 17,000 | (29,000) |
Short term advances, related parties | 1,247,000 | 0 | ||
Other current liabilities | (139,000) | 208,000 | 330,000 | (15,000) |
Lease liabilities | (264,000) | 537,000 | 487,000 | (187,000) |
Net cash used in operating activities | (811,000) | (565,000) | (3,157,000) | (572,000) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (285,000) | (566,000) | (949,000) | (553,000) |
Acquisition of Relec, net of cash acquired | (3,627,000) | |||
Sales of marketable equity securities | 0 | 430,000 | 1,467,000 | 29,000 |
Net cash used in investing activities | (285,000) | (136,000) | 518,000 | (4,151,000) |
Cash flows from financing activities: | ||||
Net parent investment | 385,000 | 3,898,000 | 4,748,000 | 5,714,000 |
Proceeds from notes payable | 1,062,000 | 0 | 467,000 | |
Payments on notes payable | 0 | (1,044,000) | (455,000) | (344,000) |
Payments on notes payable, related party | 0 | (239,000) | (239,000) | (45,000) |
Payments on revolving credit facilities, net | 0 | (22,000) | (660,000) | (156,000) |
Net cash provided by financing activities | 1,447,000 | 2,593,000 | 3,394,000 | 5,636,000 |
Effect of exchange rate changes on cash and cash equivalents | (264,000) | (12,000) | (346,000) | (123,000) |
Net increase (decrease) in cash and cash equivalents | 87,000 | 1,881,000 | 409,000 | 790,000 |
Cash and cash equivalents at beginning of period | 1,599,000 | 1,190,000 | 1,190,000 | 400,000 |
Cash and cash equivalents at end of period | $ 1,686,000 | $ 3,071,000 | 1,599,000 | 1,190,000 |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the period for interest | $ 49,000 | $ 72,000 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Description [Abstract] | ||
Description of Business | 1. DESCRIPTION OF BUSINESS Gresham Worldwide, Inc. (“Gresham” or the “Company”) through its subsidiaries (collectively “GWW”), designs, manufactures, and distributes specialized electronic solutions, automated test solutions, power electronics, supply and distribution solutions, and radio, microwave and millimeter wave communication systems and components for a variety of applications, with a focus on the global defense industry. Gresham also offers bespoke technology solutions for mission critical applications in the medical, industrial, transportation and telecommunications markets. Gresham is a Delaware corporation organized on November 21, 2018. Gresham’s defense solutions are conducted through its wholly owned subsidiaries, Enertec Systems 2001 Ltd. (“Enertec”), Gresham Power Electronics Ltd. (“Gresham Power”), and Relec Electronics Ltd. (“Relec”) and its majority owned subsidiary, Microphase. Gresham is a wholly owned subsidiary of BitNile Holdings, Inc., a Delaware corporation (“BitNile”) and currently operates as an operating segment of BitNile. | 1. DESCRIPTION OF BUSINESS Gresham Worldwide, Inc. (“Gresham” or the “Company”) through its subsidiaries (collectively “GWW”), designs, manufactures, and distributes specialized electronic solutions, automated test solutions, power electronics, supply and distribution solutions, and radio, microwave and millimeter wave communication systems and components for a variety of applications, with a focus on the global defense industry. GWW also offers bespoke technology solutions for mission critical applications in the medical, industrial, transportation and telecommunications markets. Gresham is a Delaware corporation organized on November 21, 2018. Gresham’s defense solutions are conducted through its wholly owned subsidiaries, Enertec Systems 2001 Ltd. (“Enertec”), Gresham Power Electronics Ltd. (“Gresham Power”), and Relec Electronics Ltd. (“Relec”) and its majority owned subsidiary, Microphase. Gresham is a wholly owned subsidiary of BitNile Holdings, Inc., a Delaware corporation (“BitNile”) and currently operates as an operating segment of BitNile. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Liquidity Going Concern And Managements Plan [Abstract] | ||
Liquidity, Going Concern and Management Plans | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through a business combination, the sale of equity securities and 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. As of June 30, 2022, the Company had cash and cash equivalents of $1.7 million and working capital of $4.4 million but has had recurring net losses and not expected to have continued support from BitNile to fund operating expenses. The Company believes its current cash on hand together with funds advanced by the parent are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS As of December 31, 2021, the Company had cash and cash equivalents of $1.6 million and working capital of $5.8 million. Currently, Gresham is dependent on BitNile for its continued support to fund its operations, without which Gresham would need to cease or curtail such operations. BitNile is committed to provide Gresham such funding as may be necessary to permit Gresham to fund its operations, while GWW is a wholly owned subsidiary of BitNile. The Company believes its current cash on hand together with funds advanced by the parent are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Significant Accounting Policies | 3. BASIS OF PRESENTATION AND 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”). Principles of Consolidation The consolidated financial statements represent the historical financial statements and accounts of GWW and its wholly-owned subsidiaries, Gresham Power, Enertec, Relec and its majority-owned subsidiary Microphase. All significant intercompany accounts have been eliminated in consolidation. Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. Accounting Estimates The preparation of financial statements, in conformity with U.S. 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. Key estimates include acquisition accounting, reserves for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. Unaudited Interim Consolidated Financial Statements The interim consolidated balance sheet as of June 30, 2022, the interim consolidated statements of operations and comprehensive loss and the interim consolidated statements of stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021 are unaudited. The financial data and the other financial information disclosed in the notes to these consolidated financial statements related to the three and six-month periods Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers • 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. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. 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 ASC 606-10-50-14(a) of Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec and Microphase and in certain instances revenues generated by Gresham Power, 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 The Company has elected the practical expedient 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 terms. Past-due receivable are written-off when Based on an assessment as of June 30, 2022 and December 31, 2021, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $4,000. 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, as accrued revenue in the accompanying consolidated balance sheets. As of June 30, 2022 and December 31, 2021, accrued revenue was $2.2 million and $2.3 million, respectively. Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures 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 A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into the re-measurement of The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive loss and accumulated comprehensive loss in statement of changes in stockholders’ deficit. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses on deposits of cash and cash equivalents. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” • Work-in-progress 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 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 are stated at cost, net of accumulated depreciation and amortization. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. The Company performed a qualitative assessment and determined no indicators of impairment existed for the six months ended June 30, 2022 and year ended December 31, 2021. Intangible Assets The Company acquired amortizable intangibles assets as part of three purchase agreements consisting of customer relationships and non-compete agreements. and non-compete agreements, Useful lives Customer relationships 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 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. 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. If 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. Warranty The Company offers a warranty period for all its manufactured products. Warranty period is for twelve months on the product. The Company estimates the costs that may be incurred under its warranty and records a 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. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes future tax consequences of events that have been included in the financial statements or tax returns. 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 accounts for uncertain tax positions in accordance with ASC No. 740-10-25. No. 740-10-25 740-10-25, No. 740-10-25 The effective tax rate for the three and six months ended June 30, 2022 and 2021 is different from the federal statutory income tax rate of 21% due to state and local income taxes net of federal benefit, income tax rate differences between U.S. domestic tax rates and foreign income tax rates, non-deductible/non-taxable Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation — Stock Compensation “ASC No. 718” • 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 of two • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determined the volatility of its stock by looking at the historic volatility of its stock estimated over the expected term of the stock options, and • the risk-free rate reflects the U.S. Treasury yield for a similar expected term in effect at the time of the grant. 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. 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 and its subsidiaries have determined to be doubtful of collection. The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 1,586,000 24 % $ 4,091,000 30 % Customer B $ 822,000 13 % $ 1,581,000 12 % Customer C $ 815,000 13 % $ 1,239,000 9 % For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 2,077,000 32 % $ 4,184,000 33 % Customer B $ 1,086,000 17 % $ 1,120,000 9 % Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income Leases The Company accounts for its leases under ASC 842, Leas es as Right-of-use (“ROU”) liability, non-current on and non-lease components Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. Recent Accounting Standards In November 2021, the FASB issued ASU 2021-10, “G overnment In October 2021, the FASB issued ASU 2021-08, “Business In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings (Subtopic 470-50), Compensation-Stock (Subtopic 815- 40): January 1, 2022, and has concluded the adoption In October 2020, the FASB issued ASU 2020-10, Codification Improvements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”) ASU 2016-13 | 3. BASIS OF PRESENTATION AND 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”). Principles of Consolidation The consolidated financial statements represent the historical financial statements and accounts of GWW and its wholly-owned subsidiaries, Gresham Power, Enertec, Relec and its majority-owned subsidiary Microphase. All significant intercompany accounts have been eliminated in consolidation. Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. Accounting Estimates The preparation of financial statements, in conformity with U.S. 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. Key estimates include acquisition accounting, reserves for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers • 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. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. 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 ASC 606-10-50-14(a) of Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec and Microphase and in certain instances revenues generated by Gresham Power, 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 The Company has elected the practical expedient 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 terms. Past-due receivable are written-off when 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, as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, accrued revenue was $2.3 million and $1.7 million, respectively. Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures 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. The Company’s investment in the common stock of AmpliTech Group, Inc. (Nasdaq: AMPG), (see Note 5) is a level 1 input. Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into the re-measurement of The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss and accumulated other comprehensive loss in statement of changes in stockholders’ equity. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company had total cash of $1.6 million and $1.2 million at December 31, 2021 and 2020, respectively, of which $933,000 and $885,000 at December 31, 2021 and 2020, respectively, in the United Kingdom (“U.K.”) and $61,000 and $19,000, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies — using the “first-in, first-out” method. • Work-in-progress and 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. At December 31, 2021 and 2020, the Company recorded an allowance for obsolescence of $ 1.3 9,000 During the years ended December 31, 2021 and 2020, the Company did not record inventory write-offs within the cost of revenue. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2021 and 2020, the Company performed a qualitative assessment and concluded that the goodwill at its subsidiaries was not impaired based upon an assessment as of those dates. Intangible Assets The Company acquired amortizable intangibles assets as part of three purchase agreements consisting of customer relationships and non-compete agreements. and non-compete agreements, Useful lives (in years) Customer relationships 5 -14 Non-competition agreements 3 Domain name and other intangible assets 3 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. 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. If 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. During the years ended December 31, 2021 and 2020, the Company recorded no impairment losses for intangible assets. Warranty Company offers a warranty period for all its manufactured products. Warranty period is for twelve (12) months on the product. The Company estimates the costs that may be incurred under its warranty and records a 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. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . No. 740-10-25 addresses return should be recorded in the financial statements. Under A SC No. 740-10-25, the No. 740-10-25 also requires Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” • 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 of two • stock-based expenses are recognized net of forfeitures as they occur, • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determined the volatility of its stock by looking at the historic volatility of its stock, 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. 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. 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 and its subsidiaries have determined to be doubtful of collection. During the years ended December 31, 2021 and 2022, two customers accounted for approximately 52% and 56% of the Company’s total sales, respectively. Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income Leases The Company accounts for its leases under ASC 842, Leases as Right-of-use (“ROU”) liability, non-current on and non-lease components Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. Recently Adopted Accounting Standards In November 2021, the FASB issued ASU 2021-10, “Government In October 2021, the FASB issued ASU 2021-08, “Business In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings 470-50), Compensation-Stock (Subtopic 815- 40): In October 2020, the FASB issued ASU 2020-10, Codification Improvements In August 2020, the FASB issued ASU 2020-06, “Debt (Subtopic 470-20) and (Subtopic 815-40)-Accounting for (“ASU 2020-06”). The ASU 2020-06 removes ASU 2020-06 also ASU 2020-06 are ASU 2020-06 using In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU No. 2016-13, “Financial (“ASU No. 2016-13”) to ASU 2016-13 replaces |
Revenue Disaggregation
Revenue Disaggregation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Disaggregation | 4. REVENUE DISAGGREGATION The Company’s disaggregated revenues consist of the following for the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Primary Geographical Markets North America $ 1,111,000 $ 2,140,000 $ 2,622,000 $ 4,029,000 Europe 2,239,000 1,842,000 4,719,000 3,752,000 Middle East 3,145,000 2,457,000 6,398,000 4,896,000 Other 9,000 36,000 9,000 148,000 Total revenue $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 Major Goods or Services RF/microwave filters $ 560,000 $ 1,076,000 $ 2,071,000 $ 2,291,000 Detector logarithmic video amplifiers 692,000 73,000 692,000 144,000 Power supply units 1,698,000 240,000 4,129,000 478,000 Power supply systems 609,000 2,474,000 657,000 4,708,000 Healthcare diagnostic systems 1,748,000 228,000 1,992,000 413,000 EV Chargers 1,197,000 2,384,000 4,207,000 4,791,000 Total revenue $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 Timing of Revenue Recognition Goods transferred at a point in time $ 3,603,000 $ 3,863,000 $ 7,114,000 $ 7,621,000 Services transferred over time 2,901,000 2,612,000 6,634,000 5,204,000 Revenue from contracts with customers $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 | 4. REVENUE DISAGGREGATION The following tables summarize disaggregated customer contract revenues and the source of the revenue for the years ended December 31, 2021 and 2020. The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021 2020 Primary Geographical Markets North America $ 6,788,000 $ 6,718,000 Europe 7,492,000 1,879,000 Middle East 10,802,000 9,273,000 Other 498,000 343,000 Total Revenue $ 25,580,000 $ 18,213,000 Major Goods RF/Microwave Filters $ 4,905,000 $ 4,330,000 Detector logarithmic video amplifiers 1,888,000 473,000 Power Supply Units 7,613,000 2,656,000 Power Supply Systems 241,000 1,482,000 Healthcare diagnostic systems 794,000 1,012,000 Defense systems 10,139,000 8,260,000 Total Revenue $ 25,580,000 $ 18,213,000 Timing of Revenue Recognition Goods transferred at a point in time $ 13,824,000 $ 8,941,000 Services transferred over time 11,756,000 9,272,000 $ 25,580,000 $ 18,213,000 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities [Abstract] | |
Marketable Securities | 5. MARKETABLE SECURITIES Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2021 and 2020: Marketable equity securities at December 31, 2021 Cost Gross unrealized Fair value Common shares $ — $ — $ — Marketable equity securities at December 31, 2020 Cost Gross unrealized Fair value Common shares $ 204,000 $ 866,000 $ 1,070,000 The following table presents additional information about marketable equity securities: Marketable Balance at January 1, 2020 $ 428,000 Sales of marketable equity securities (29,000 ) Realized gains on marketable equity securities 12,000 Unrealized gains on marketable equity securities 659,000 Balance at December 31, 2020 1,070,000 Sales of marketable equity securities (1,467,000 ) Realized gains on marketable equity securities 1,263,000 Unrealized losses on marketable equity securities (866,000 ) Balance at December 31, 2021 $ — |
Inventories, Net
Inventories, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventories, Net | 5. INVENTORIES, NET Inventories are comprised of the following components: June 30, December 31, Raw materials, parts and supplies $ 3,561,000 $ 1,908,000 Work-in-progress 1,244,000 1,107,000 Finished products 209,000 1,191,000 Inventories, net $ 5,014,000 $ 4,206,000 | 6. INVENT ORIES At December 31, 2021 and 2020, inventories consist of: December 31, 2021 2020 Raw materials, parts and supplies $ 1,771,000 $ 1,084,000 Work-in-progress 1,115,000 1,924,000 Finished products 1,320,000 34,000 $ 4,206,000 $ 3,042,000 |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT At June 30, 2022 and December 31, 2021, property and equipment consist of: June 30, 2022 December 31, 2021 Machinery and equipment $ 1,932,000 $ 1,804,000 Computer, software and related equipment 1,077,000 700,000 Office furniture and equipment 249,000 667,000 Building and improvements 1,225,000 1,338,000 4,483,000 4,509,000 Accumulated depreciation and amortization (2,621,000 ) (2,457,000 ) Property and equipment, net $ 1,862,000 $ 2,052,000 Depreciation and amortization expense related to property and equipment was $219,000 and 128,000 for the three months ended June 30, 2022 and 2021, respectively, and $360,000 and $237,000 for the six months ended June 30, 2022 and 2021, respectively. | 7. PROPERTY AND EQUIPMENT At December 31, 2021 and 2020, property and equipment consist of: December 31, 2021 2020 Machinery and equipment $ 1,804,000 $ 1,190,000 Computer, software and related equipment 700,000 473,000 Office furniture and equipment 667,000 621,00 Leasehold improvements 1,338,000 1,263,000 4,509,000 3,547,000 Less: accumulated depreciation and amortization (2,457,000 ) (1,953,000 ) Property and equipment, net $ 2,052,000 $ 1,594,000 Depreciation and amortization expense related to property and equipment was $0.5 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Net | 7. INTANGIBLE ASSETS, NET At June 30, 2022 and December 31, 2021, intangible assets consist of: June 30, 2022 December 31, 2021 Useful Life Tradename and trademark $ 1,495,000 $ 1,546,000 Indefinite life Customer list 3,208,000 3,486,000 10-16 years Domain name and other intangible assets 634,000 714,000 5 years 5,337,000 5,746,000 Accumulated amortization (1,703,000 ) (1,711,000 ) Intangible assets, net $ 3,634,000 $ 4,035,000 Amortization expense was $79,000 and $73,000 for the three months ended June 30, 2022 and 2021, respectively, and $158,000 and $191,000, for the six months ended June 30, 2022 and 2021, respectively. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2022 (remainder) 165,000 2023 323,000 2024 323,000 2025 323,000 2026 323,000 Thereafter 682,000 $ 2,139,000 | 8. INTANGIBLE ASSETS, NET At December 31, 2021 and 2020 intangible assets consist of: December 31, 2021 2020 Trade name and trademark $ 1,546,000 $ 1,551,000 Customer list 3,488,000 3,441,000 Domain name and other intangible assets 713,000 690,000 5,747,000 5,682,000 Accumulated depreciation and amortization (1,712,000 ) (1,292,000 ) Intangible assets, net $ 4,035,000 $ 4,390,000 The Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives. Amortization expense was $0.4 million and $0.3 million, respectively, for the years ended December 31, 2021 and 2020. The customer relationships are subject to amortization over their estimated useful lives, which range between 3 and 14 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2022 $ 319,000 2023 319,000 2024 319,000 2025 319,000 2026 319,000 Thereafter 894,000 $ 2,489,000 |
Goodwill
Goodwill | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | 8. GOODWILL The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and the acquisitions of Enertec on May 22, 2018, and Relec on November 30, 2020. The following table summarizes the changes in our goodwill for the six months ended June 30, 2022: Goodwill Balance as of December 31, 2021 $ 9,812,000 Effect of exchange rate changes (726,000 ) Balance as of June 30, 2022 $ 9,086,000 | 9. GOODWILL The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and the acquisitions of Enertec on May 22, 2018, and Relec on November 30, 2020. The following table summarizes the changes in our goodwill for the years ended December 31, 2021 and 2020: Goodwill Balance as of January 1, 2020 $ 8,101,000 Acquisition of Relec 1,148,000 Effect of exchange rate changes 397,000 Balance as of December 31, 2020 9,646,000 Effect of exchange rate changes 166,000 Balance as of December 31, 2021 $ 9,812,000 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Based Compensation | 9. STOCK BASED COMPENSATION As of June 30, 2022, there was $0.3 million of unrecognized compensation cost related to non-vested stock-based | 11. STOCK BASED COMPENSATION Enertec Warrants On December 31, 2020, Enertec issued Zvika Avni, the Chief Executive Officer of Enertec, a warrant to purchase 27,889 shares of Enertec common stock. On the date of issuance 251,000 shares of Enertec common stock were issued and outstanding. The warrant is immediately exercisable with a ten-year life. 2021 Stock Incentive Plan On May 25, 2021, GWW issued its executives options to purchase an aggregate total of 100,000 shares of GWW Class A common stock, at an exercise price per share of $14.64. The options vest over a four-year period. Additionally, the executives were granted a restricted stock award to acquire an aggregate of 50,000 shares of GWW Class A common stock, vesting annually over a three-year term. The stock-based compensation expense related to the options for the year ended December 31, 2021 was $629,000, based on the estimated fair value of the options on the date of issuance. The estimated fair value of the options was based on observable market prices of the BitNile’s common stock and extrapolated to GWW based upon its relative fair value within BitNile as determined by equal weighting of revenues, operating income, and net tangible assets between BitNile’s subsidiaries. As of December 31, 2021, there was $429,000 of unrecognized compensation cost related to non-vested stock-based |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | 10. ACQUISITION Business combinations are accounted for under the acquisition method of accounting in accordance with ASC No. 805, Business Combinations recorded at their estimated fair values. Goodwill is recorded to the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired less liabilities assumed at the date of acquisition. Relec Electronics Ltd On November 9, 2020, GWW entered into a stock purchase agreement with Tabard, the legal and beneficial owners of 100% of the issued shares in the capital of Relec, and Peter Lappin, in his capacity as the representative of the Sellers. Relec was established in 1978 and provides specialist power conversion and display products. The acquisition of Relec enhanced the Company’s presence in industrial and transportation markets in the United Kingdom and Europe and considerably broadened its product portfolio, including high-quality power conversion and display product offerings. On November 30, 2020, the acquisition of Relec closed for an aggregate cash purchase price of $3,765,000, net of cash acquired, of which $3,627,000 had been paid at December 31, 2020. Pursuant to the stock purchase agreement, Gresham may be required to pay the Sellers a maximum of £500,000, or approximately $665,000, during 2021, 2022 and 2023. These earn-out payments the earn-out criteria. Upon initial measurement, components of the purchase price were as follows: Relec Accounts receivable $ 633,000 Prepaid and other current assets 53,000 Inventories, net 994,000 Property and equipment 94,000 Customer relationships 900,000 Trade name 500,000 Accounts payable and accrued expenses (557,000 ) Net assets acquired 2,617,000 Goodwill 1,148,000 Purchase price $ 3,765,000 The following pro forma data for the year ended December 31, 2020 summarizes the results of operations for the period indicated as if the Relec acquisition, which closed on November 30, 2020, had been completed as of the beginning of each period presented. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods: For the Year Ended Total Revenue $ 23,521,000 Net loss $ (1,722,000 ) Less: Net loss attributable to non-controlling interest — Net loss attributable to Gresham Worldwide $ (1,722,000 ) For the Year Ended Basic and diluted net loss per common share $ (1,722 ) Weighted average common shares outstanding, basic and diluted 1,000 Comprehensive loss Loss available to common stockholders $ (1,722,000 ) Foreign currency translation adjustment 482,000 Total comprehensive loss $ (1,241,000 ) |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Warrants [Abstract] | ||
Warrants | 10. WARRANTS A summary of warrant activity for the six months ended June 30, 2022 and year ended December 31, 2021 is presented below. Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2021 473 $ 880 1.93 $ 0 Granted — — — — Forfeited — — — — Exercised — — — Outstanding at December 31, 2021 473 $ 880 0.93 $ 0 Granted — — — — Forfeited — — — — Exercised — — — — Outstanding at June 30, 2022 473 $ 880 0.43 $ 0 The following table summarizes information about common stock warrants outstanding at June 30, 2022: Outstanding Exercisable Exercise Number Weighted Weighted Number Weighted $800 473 0.68 $ 880 473 $ 880 | 12. WARRANTS A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below. Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2020 473 $ 880 2.93 $ 0 Granted Forfeited Exercised Outstanding at December 31, 2020 473 $ 880 1.93 $ 0 Granted Forfeited Exercised Outstanding at December 31, 2021 473 $ 880 0.93 $ 0 The following table summarizes information about common stock warrants outstanding at December 31, 2021: Outstanding Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 800 473 0.93 $ 880 473 $ 880 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
Other Current Liabilities | 11. OTHER CURRENT LIABILITIES As of June 30, 2022 and December 31, 2021, accrued expenses consist of the following: June 30, December 31, Accrued payroll and payroll taxes $ 521,000 $ 1,317,000 Income taxes payable 150,000 — Deferred revenue 757,000 401,000 Warranty liability — 47,000 Other accrued expenses 121,000 130,000 $ 1,549,000 $ 1,895,000 | 13. OTHER CURRENT LIABILITIES As of December 31, 2021 and 2020, accrued expenses consist of the following: December 31, 2021 2020 Accrued payroll and payroll taxes $ 1,237,000 $ 950,000 Contract liabilities 401,000 96,000 Warranty liability 47,000 47,000 Other accrued expenses 210,000 407,000 $ 1,895,000 $ 1,500,000 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | 12. LEASES We have operating leases for office space. Our leases have remaining lease terms of 1 year to 9 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of June 30, 2022 and December 31, 2021 June 30, 2022 December 31, 2021 Operating right-of-use assets $ 3,899,000 $ 4,333,000 Operating lease liability — current 674,000 659,000 Operating lease liability — non-current 3,276,000 3,712,000 The components of lease expenses for the three and six months ended June 30, 2022, were as follows: Three months ended Six months ended Operating lease cost $ 273,000 $ 535,000 Short-term lease cost — — Variable lease cost — — The following tables provides a summary of other information related to leases for the six months ended June 30, 2022: June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 522,000 Right-of-use assets 86,000 Weighted-average remaining lease term — operating leases 8.4 years Weighted-average discount rate — operating leases 8 % The Company determined that using a discount rate of 9% 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 Payments due by period 2022 (remainder) 482,000 2023 968,000 2024 880,000 2025 729,000 2026 523,000 2027 371,000 Thereafter 1,158,000 Total lease payments 5,111,000 Less interest 1,161,000 Present value of lease liabilities $ 3,950,000 | 14. LEASES We have operating leases for vehicles, office space and manufacturing locations. Our leases have remaining lease terms of six months to eleven years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2021: December 31, 2021 December 31, 2020 Operating right-of-use assets $ 4,333,000 $ 4,147,000 Operating lease liability — current 659,000 684,000 Operating lease liability — non-current 3,712,000 3,200,000 The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: Year Ended Year Ended Operating lease cost $ 957,000 $ 646,000 Short-term lease cost — — Variable lease cost — — The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2021: December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 983,000 $ 839,000 Weighted-average remaining lease term — operating leases 8.8 years 8.9 years Weighted-average discount rate — operating leases 12 % 12 % Maturity of lease liabilities under our non-cancellable operating Payments due by period 2022 $ 998,000 2023 967,000 2024 881,000 2025 751,000 2026 546,000 Thereafter 1,634,000 Total lease payments 5,777,000 Less interest (1,406,000 ) Present value of lease liabilities $ 4,371,000 |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 13. NOTES PAYABLE Notes payable at June 30, 2022 and December 31, 2021, were comprised of the following. Interest June 30, 2022 December 31, 2021 Short term bank credit 4.4 % $ 1,726,000 $ 949,000 Other short-term notes payable 3.0 % 11,000 12,000 Total notes payable $ 1,737,000 $ 961,000 Less: current portion (1,737,000 ) (961,000 ) Notes payable — long-term portion $ — $ — Enertec short-term bank credit and secured promissory note At June 30, 2022 and December 31, 2021, Enertec had short term bank credit of $1.7 million and $1.0 million, respectively, that bears interest at 4.35% annually, paid either on a monthly or weekly basis. Further, Enertec has undertaken to comply with certain covenants under its bank loan. | 15. NOTES PAYABLE Notes payable at December 31, 2021 and 2020, were comprised of the following. Interest December 31, 2021 2020 Short term bank credit 4.4 % $ 949,000 $ 1,404,000 Paycheck Protection Program Loans 1.0 % — 447,000 Note payable to Dept. of Economic and Community Development 3.0 % — 197,000 Notes payable to Wells Fargo 3.4 % — 183,000 Other short-term notes payable 3.0 % 12,000 167,000 Total notes payable $ 961,000 $ 2,398,000 Less: current portion (961,000 ) (2,201,000 ) Notes payable — long-term portion $ — $ 197,000 Enertec short-term bank credit and secured promissory note At December 31, 2021 and 2020, Enertec had short term bank credit of $949,000 and $1,404,000, respectively, that bears interest 4.35% annually, paid either on a monthly or weekly basis. Further, Enertec has undertaken to comply with certain covenants under its bank loan. Paycheck Protection Program In March 2020, U.S. lawmakers agreed on the passage of a $2 trillion stimulus bill called the CARES (Coronavirus Aid, Relief, and Economic Security) Act to blunt the impact of an economic downturn set in motion by the global coronavirus pandemic. The main driver of small business stimulus in the CARES Act is contained in the Paycheck Protection Program (“PPP”). PPP Loans may be used to cover payroll, benefits, and salaries, as well as interest payments, rent, and utilities. Fees are waived, and collateral and personal guarantees are not required. Payments are deferred for a minimum of six months, up to one year, and there are no prepayment penalties. During April 2020, Microphase received loans under the PPP in the principal amount of $447,201. The principal of the loan may be forgiven up to the total cost of payroll, mortgage interest payments, rent and utility payments made during the eight-week period after origination. In addition to meeting the size requirement ( 500 by COVID-19. The Note payable to Dept. of Economic and Community Development In August 2016, Microphase received a $300,000 loan,, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026 Notes payable to Wells Fargo At December 31, 2021 and 2020, Microphase had guaranteed the repayment of certain equity lines of credit in the aggregate amount of $nil and $182,615, respectively, with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. As of December 31, 2021, the first line of credit, which is secured by residential real estate owned by a former officer, did not have an outstanding balance which would have had an annual interest rate of 4.00%. The second Wells Fargo equity line originated in 2014 when Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. During the year ended December 31, 2020, the second Wells Fargo equity line was repaid by the estate of Microphase’s former CEO. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Notes Payable - Related Parties | 16. NOTES PAYABLE — RELATED PARTIES Notes Payable — Related parties at December 31, 2021 and 2020, were comprised of the following: December 31, 2021 2020 Notes payable, related parties $ — $ 239,000 Less: current portion (—) (188,000 ) Notes payable, related parties — long-term portion $ — $ 51,000 Microphase is party to several notes payable agreements with its past officers, employees and their family members. As of December 31, 2020, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $36,000 of accrued interest, was $275,000, with annual interest rates ranging between 3.00% and 6.00%. The loans were repaid in 2021. During the year ended December 31, 2021 and 2020, Microphase incurred $3,000 and $9,000, respectively, of interest on these notes. Microphase is a party to notes payable to the Company and its parent. The Company holds a warrant to buy shares of Microphase Common Stock. See Note 12. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Allocation of General Corporate Expenses BitNile provides human resources, accounting, and other services to the Company. The Company obtains its business insurance under BitNile. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of overhead costs to the Company by using the Company’s revenue as a percentage of total revenue of BitNile. The Company 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 the Company been a stand-alone entity or of future services. BitNile allocated these costs which were treated as Net Investment by Parent as follows: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 $ 480,000 $ 348,000 $ 820,000 $ 695,000 Net Transfers From Our Parent The Company received funding from BitNile to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $0.4 million and $3.9 million from BitNile for the six months ended June 30, 2022 and 2021 and nil and $2.6 million for the three months ended June 30, 2022 and 2021, respectively, which are included in Net Parent Investment. The Company also received $1.2 million in advances during the three and six months ended June 30, 2022 which are included in Short | 17. RELATED PARTY TRANSACTIONS Allocation of General Corporate Expenses BitNile provides human resources, accounting, and other services to the Company. The Company obtains its business insurance under BitNile. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of overhead costs to the Company by using the Company’s revenue as a percentage of total revenue of BitNile. The Company 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 the Company been a stand-alone entity or of future services. BitNile allocated $1.4 million and $1.5 million for the years ended December 31, 2021 and 2020, respectively. These costs were treated as a Net Investment by Parent (see Note 3). Net Transfers From our parent The Company received funding from BitNile to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $4.7 million and $5.7 million from BitNile for the years ended December 31, 2021 and 2020, respectively. Such amounts are reflected in the Net Parent Investment (see Note 3) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Other Litigation Matters The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company is regularly 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 reasonably possible 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. With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. | 18. COMMITMENTS AND CONTINGENCIES Other Litigation Matters The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company is regularly 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 reasonably possible 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. With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholder's Equity | 16. STOCKHOLDERS’ EQUITY Amendments to Certificate of Incorporation On May 24, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its (i) Class A common stock to 1,000,000 f f a ( Preferred Stock The Company is authorized to issue 100,000 s 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 surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 s | 19. STOCKHOLDERS’ EQUITY Amendments to Certificate of Incorporation On May 24, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its (i) Class A common stock to 1,000,000 f f a f ( Preferred Stock The Company is authorized to issue 100,000 shares of Preferred Stock $0.001 par value. The rights, preferences, privileges and restrictions of Preferred Stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of December 31, 2021, no shares of Preferred Stock were issued or outstanding. 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 surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock, referred to herein as the Common Stock. As of December 31, 2021, no Class B common stock shares were issued nor outstanding. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 20. INCOME TAXES The Company files its tax returns as part of its sole shareholder’s consolidated federal and state income tax filings. The estimated deferred tax assets and tax liabilities assumes that the Company files returns on a stand alone basis and not as part of a consolidated return. The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: 2021 2020 Pre-tax income U.S. Federal $ (3,470,000 ) $ (1,021,000 ) Foreign 800,000 (1,030,000 ) Total $ (2,670,000 ) $ (2,051,000 ) The federal and state income tax (provision) benefit is summarized as: 2021 2020 Current U.S. Federal $ (123,000 ) $ — U.S. State (44,000 ) — Foreign (26,000 ) (12,000 ) Total current provision (193,000 ) (12,000 ) Deferred U.S. Federal — 121,000 U.S. State — — Foreign — 91,000 Total deferred provision (benefit) — 212,000 Total provision (benefit) for income taxes $ (193,000 ) $ 200,000 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company’s deferred taxes as of December 31 were as follows: 2021 2020 Deferred tax asset: Accrued Compensation $ 20,000 $ 14,000 Allowance for doubtful accounts 1,000 1,000 Obsolete inventory 339,000 13,000 Unrealized Gains/Losses 233,000 — Other Carryforwards 18,000 18,000 Net operating loss carryforwards 2,391,000 2,401,000 Lease Liability 737,000 741,000 Stock Option Expense 176,000 22,000 Accrued expenses 258,000 68,000 Fixed Assets 29,000 61,000 Total deferred tax asset 4,202,000 3,339,000 Deferred tax liability: ROU assets (722,000 ) (814,000 ) Intangible assets, net (752,000 ) (823,000 ) Total deferred income tax liabilities (1,474,000 ) (1,637,000 ) Net deferred income tax assets 2,728,000 1,702,000 Valuation allowance (2,728,000 ) (1,702,000 ) Deferred tax asset (liability), net $ (— ) $ (— ) Events which may not 382 may not may 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 $1,026,000 during 2021 and $673,000 during 2020. Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: 2021 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 4,381,000 Do Not Expire Net operating losses, state 5,126,000 2029 to 2031 Net operating losses, foreign 11,424,000 2020 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 4,288,000 Do Not Expire Net operating losses, state 4,288,000 2029 to 2031 Net operating losses, foreign 12,166,000 The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 Statutory Rate 21.00 % 21.00 % State Tax 10.00 % 5.89 % Permanent Differences -0.23 % -0.28 % Changes in VA -38.82 % -29.69 % PPP Loan Forgiveness 3.57 % — Foreign Rate Differential 3.14 % -4.20 % GILTI -5.97 % — Prior Period and Other Adjustments 0.08 % 9.81 % Unrealized Loss — 6.11 % Total -7.23 % 8.64 % The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. No. 740-10-25 ASC No. 740-10-25, the fifty ASC No. 740-10-25 also The Company’s statute of limitations remains open for various taxable years in various U.S. federal, U.S. state and foreign jurisdictions. The Company is subject to tax and files tax returns in Israel and the United Kingdom. Foreign withholding taxes associated with the repatriation of earnings of foreign subsidiaries were not Company intends to reinvest these earnings indefinitely in the Company’s foreign subsidiaries. The Company has not of non-U.S. subsidiaries |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 17. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the On July 1, 2022, GWW acquired 444,444 shares of Microphase’s common stock in exchange for $1,000,000 at approximately $2.25 per share. GWW now owns 63.07% of Microphase. Pursuant to the Share Exchange Agreement dated December 27, 2021, on September 8, 2022, Giga-tronics Incorporated (“GIGA”) acquired 100% of the capital stock of GWW from BitNile in exchange for 2,920,085 shares of the GIGA’s common stock and 514.8 shares of Series F Convertible Preferred Stock (the “Series F”) that are convertible into an aggregate of 3,960,043 shares of GIGA’s common stock (the “Acquisition”). GIGA also assumed GWW’s outstanding equity awards representing the right to receive up to 749,626 shares of GIGA’s common stock, on an as-converted basis. | 21. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the On July 1, 2022, the Company acquired 444,444 shares of Microphase’s common stock in exchange for $1,000,000 at approximately $2.25 per share. The Company now owns 63.07% of Microphase. $400,000 of the purchase price was funded on July 1, 2022, $300,000 to be funded on or about July 30, 2022 and the remaining $300,000 on or about August 30, 2022. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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”). | 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”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the historical financial statements and accounts of GWW and its wholly-owned subsidiaries, Gresham Power, Enertec, Relec and its majority-owned subsidiary Microphase. All significant intercompany accounts have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements represent the historical financial statements and accounts of GWW and its wholly-owned subsidiaries, Gresham Power, Enertec, Relec and its majority-owned subsidiary Microphase. All significant intercompany accounts have been eliminated in consolidation. |
Net Parent Investment | Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. | Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with U.S. 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. Key estimates include acquisition accounting, reserves for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. | Accounting Estimates The preparation of financial statements, in conformity with U.S. 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. Key estimates include acquisition accounting, reserves for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. |
Unaudited Interim Consolidated Financial Statements | Unaudited Interim Consolidated Financial Statements The interim consolidated balance sheet as of June 30, 2022, the interim consolidated statements of operations and comprehensive loss and the interim consolidated statements of stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021 are unaudited. The financial data and the other financial information disclosed in the notes to these consolidated financial statements related to the three and six-month periods | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers • 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. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. 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 ASC 606-10-50-14(a) of Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec and Microphase and in certain instances revenues generated by Gresham Power, 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 The Company has elected the practical expedient 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. | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers • 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. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. 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 ASC 606-10-50-14(a) of Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec and Microphase and in certain instances revenues generated by Gresham Power, 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 The Company has elected the practical expedient 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 terms. Past-due receivable are written-off when Based on an assessment as of June 30, 2022 and December 31, 2021, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $4,000. | 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 terms. Past-due receivable are written-off when |
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, as accrued revenue in the accompanying consolidated balance sheets. As of June 30, 2022 and December 31, 2021, accrued revenue was $2.2 million and $2.3 million, 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, as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, accrued revenue was $2.3 million and $1.7 million, respectively. |
Fair Value of Financial Instruments | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures 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. | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures 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. The Company’s investment in the common stock of AmpliTech Group, Inc. (Nasdaq: AMPG), (see Note 5) is a level 1 input. |
Foreign Currency Translation | Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into the re-measurement of The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive loss and accumulated comprehensive loss in statement of changes in stockholders’ deficit. | Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into the re-measurement of The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss and accumulated other comprehensive loss in statement of changes in stockholders’ equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses on deposits of cash and cash equivalents. | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company had total cash of $1.6 million and $1.2 million at December 31, 2021 and 2020, respectively, of which $933,000 and $885,000 at December 31, 2021 and 2020, respectively, in the United Kingdom (“U.K.”) and $61,000 and $19,000, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” • Work-in-progress 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 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. | Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies — using the “first-in, first-out” method. • Work-in-progress and 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. At December 31, 2021 and 2020, the Company recorded an allowance for obsolescence of $ 1.3 9,000 During the years ended December 31, 2021 and 2020, the Company did not record inventory write-offs within the cost of revenue. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
Goodwill | Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. The Company performed a qualitative assessment and determined no indicators of impairment existed for the six months ended June 30, 2022 and year ended December 31, 2021. | Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2021 and 2020, the Company performed a qualitative assessment and concluded that the goodwill at its subsidiaries was not impaired based upon an assessment as of those dates. |
Intangible Assets | Intangible Assets The Company acquired amortizable intangibles assets as part of three purchase agreements consisting of customer relationships and non-compete agreements. and non-compete agreements, Useful lives Customer relationships 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 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. 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. If 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. | Intangible Assets The Company acquired amortizable intangibles assets as part of three purchase agreements consisting of customer relationships and non-compete agreements. and non-compete agreements, Useful lives (in years) Customer relationships 5 -14 Non-competition agreements 3 Domain name and other intangible assets 3 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. 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. If 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. During the years ended December 31, 2021 and 2020, the Company recorded no impairment losses for intangible assets. |
Warranty | Warranty The Company offers a warranty period for all its manufactured products. Warranty period is for twelve months on the product. The Company estimates the costs that may be incurred under its warranty and records a 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. | Warranty Company offers a warranty period for all its manufactured products. Warranty period is for twelve (12) months on the product. The Company estimates the costs that may be incurred under its warranty and records a 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. |
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 future tax consequences of events that have been included in the financial statements or tax returns. 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 accounts for uncertain tax positions in accordance with ASC No. 740-10-25. No. 740-10-25 740-10-25, No. 740-10-25 The effective tax rate for the three and six months ended June 30, 2022 and 2021 is different from the federal statutory income tax rate of 21% due to state and local income taxes net of federal benefit, income tax rate differences between U.S. domestic tax rates and foreign income tax rates, non-deductible/non-taxable | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . No. 740-10-25 addresses return should be recorded in the financial statements. Under A SC No. 740-10-25, the No. 740-10-25 also requires |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation — Stock Compensation “ASC No. 718” • 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 of two • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determined the volatility of its stock by looking at the historic volatility of its stock estimated over the expected term of the stock options, and • the risk-free rate reflects the U.S. Treasury yield for a similar expected term in effect at the time of the grant. 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. | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” • 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 of two • stock-based expenses are recognized net of forfeitures as they occur, • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determined the volatility of its stock by looking at the historic volatility of its stock, 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. 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. |
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 and its subsidiaries have determined to be doubtful of collection. The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 1,586,000 24 % $ 4,091,000 30 % Customer B $ 822,000 13 % $ 1,581,000 12 % Customer C $ 815,000 13 % $ 1,239,000 9 % For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 2,077,000 32 % $ 4,184,000 33 % Customer B $ 1,086,000 17 % $ 1,120,000 9 % | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. 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 and its subsidiaries have determined to be doubtful of collection. During the years ended December 31, 2021 and 2022, two customers accounted for approximately 52% and 56% of the Company’s total sales, respectively. |
Net Loss per Share | Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. | Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income |
Leases | Leases The Company accounts for its leases under ASC 842, Leas es as Right-of-use (“ROU”) liability, non-current on and non-lease components | Leases The Company accounts for its leases under ASC 842, Leases as Right-of-use (“ROU”) liability, non-current on and non-lease components |
Recent Accounting Standards | Recent Accounting Standards In November 2021, the FASB issued ASU 2021-10, “G overnment In October 2021, the FASB issued ASU 2021-08, “Business In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings (Subtopic 470-50), Compensation-Stock (Subtopic 815- 40): January 1, 2022, and has concluded the adoption In October 2020, the FASB issued ASU 2020-10, Codification Improvements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”) ASU 2016-13 | Recently Adopted Accounting Standards In November 2021, the FASB issued ASU 2021-10, “Government In October 2021, the FASB issued ASU 2021-08, “Business In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings 470-50), Compensation-Stock (Subtopic 815- 40): In October 2020, the FASB issued ASU 2020-10, Codification Improvements In August 2020, the FASB issued ASU 2020-06, “Debt (Subtopic 470-20) and (Subtopic 815-40)-Accounting for (“ASU 2020-06”). The ASU 2020-06 removes ASU 2020-06 also ASU 2020-06 are ASU 2020-06 using In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU No. 2016-13, “Financial (“ASU No. 2016-13”) to ASU 2016-13 replaces |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Estimated Useful Lives of Assets | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Asset Useful Lives Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
Estimated Useful Lives of Intangible Assets | The customer relationships and non-compete agreements, Useful lives Customer relationships 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 | The customer relationships and non-compete agreements, Useful lives (in years) Customer relationships 5 -14 Non-competition agreements 3 Domain name and other intangible assets 3 |
Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 1,586,000 24 % $ 4,091,000 30 % Customer B $ 822,000 13 % $ 1,581,000 12 % Customer C $ 815,000 13 % $ 1,239,000 9 % For the Three Months Ended For the Six Months Ended Total Revenues Percentage of Total Revenues Percentage of Customer A $ 2,077,000 32 % $ 4,184,000 33 % Customer B $ 1,086,000 17 % $ 1,120,000 9 % |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Disaggregated Revenues | The Company’s disaggregated revenues consist of the following for the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Primary Geographical Markets North America $ 1,111,000 $ 2,140,000 $ 2,622,000 $ 4,029,000 Europe 2,239,000 1,842,000 4,719,000 3,752,000 Middle East 3,145,000 2,457,000 6,398,000 4,896,000 Other 9,000 36,000 9,000 148,000 Total revenue $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 Major Goods or Services RF/microwave filters $ 560,000 $ 1,076,000 $ 2,071,000 $ 2,291,000 Detector logarithmic video amplifiers 692,000 73,000 692,000 144,000 Power supply units 1,698,000 240,000 4,129,000 478,000 Power supply systems 609,000 2,474,000 657,000 4,708,000 Healthcare diagnostic systems 1,748,000 228,000 1,992,000 413,000 EV Chargers 1,197,000 2,384,000 4,207,000 4,791,000 Total revenue $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 Timing of Revenue Recognition Goods transferred at a point in time $ 3,603,000 $ 3,863,000 $ 7,114,000 $ 7,621,000 Services transferred over time 2,901,000 2,612,000 6,634,000 5,204,000 Revenue from contracts with customers $ 6,504,000 $ 6,475,000 $ 13,748,000 $ 12,825,000 | The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021 2020 Primary Geographical Markets North America $ 6,788,000 $ 6,718,000 Europe 7,492,000 1,879,000 Middle East 10,802,000 9,273,000 Other 498,000 343,000 Total Revenue $ 25,580,000 $ 18,213,000 Major Goods RF/Microwave Filters $ 4,905,000 $ 4,330,000 Detector logarithmic video amplifiers 1,888,000 473,000 Power Supply Units 7,613,000 2,656,000 Power Supply Systems 241,000 1,482,000 Healthcare diagnostic systems 794,000 1,012,000 Defense systems 10,139,000 8,260,000 Total Revenue $ 25,580,000 $ 18,213,000 Timing of Revenue Recognition Goods transferred at a point in time $ 13,824,000 $ 8,941,000 Services transferred over time 11,756,000 9,272,000 $ 25,580,000 $ 18,213,000 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities [Abstract] | |
Summary of marketable securities in equity securities with readily determinable market prices | Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2021 and 2020: Marketable equity securities at December 31, 2021 Cost Gross unrealized Fair value Common shares $ — $ — $ — Marketable equity securities at December 31, 2020 Cost Gross unrealized Fair value Common shares $ 204,000 $ 866,000 $ 1,070,000 |
Summary of additional information about marketable securities | The following table presents additional information about marketable equity securities: Marketable Balance at January 1, 2020 $ 428,000 Sales of marketable equity securities (29,000 ) Realized gains on marketable equity securities 12,000 Unrealized gains on marketable equity securities 659,000 Balance at December 31, 2020 1,070,000 Sales of marketable equity securities (1,467,000 ) Realized gains on marketable equity securities 1,263,000 Unrealized losses on marketable equity securities (866,000 ) Balance at December 31, 2021 $ — |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories, Net | Inventories are comprised of the following components: June 30, December 31, Raw materials, parts and supplies $ 3,561,000 $ 1,908,000 Work-in-progress 1,244,000 1,107,000 Finished products 209,000 1,191,000 Inventories, net $ 5,014,000 $ 4,206,000 | At December 31, 2021 and 2020, inventories consist of: December 31, 2021 2020 Raw materials, parts and supplies $ 1,771,000 $ 1,084,000 Work-in-progress 1,115,000 1,924,000 Finished products 1,320,000 34,000 $ 4,206,000 $ 3,042,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment, Net | At June 30, 2022 and December 31, 2021, property and equipment consist of: June 30, 2022 December 31, 2021 Machinery and equipment $ 1,932,000 $ 1,804,000 Computer, software and related equipment 1,077,000 700,000 Office furniture and equipment 249,000 667,000 Building and improvements 1,225,000 1,338,000 4,483,000 4,509,000 Accumulated depreciation and amortization (2,621,000 ) (2,457,000 ) Property and equipment, net $ 1,862,000 $ 2,052,000 | At December 31, 2021 and 2020, property and equipment consist of: December 31, 2021 2020 Machinery and equipment $ 1,804,000 $ 1,190,000 Computer, software and related equipment 700,000 473,000 Office furniture and equipment 667,000 621,00 Leasehold improvements 1,338,000 1,263,000 4,509,000 3,547,000 Less: accumulated depreciation and amortization (2,457,000 ) (1,953,000 ) Property and equipment, net $ 2,052,000 $ 1,594,000 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets, Net | At June 30, 2022 and December 31, 2021, intangible assets consist of: June 30, 2022 December 31, 2021 Useful Life Tradename and trademark $ 1,495,000 $ 1,546,000 Indefinite life Customer list 3,208,000 3,486,000 10-16 years Domain name and other intangible assets 634,000 714,000 5 years 5,337,000 5,746,000 Accumulated amortization (1,703,000 ) (1,711,000 ) Intangible assets, net $ 3,634,000 $ 4,035,000 | At December 31, 2021 and 2020 intangible assets consist of: December 31, 2021 2020 Trade name and trademark $ 1,546,000 $ 1,551,000 Customer list 3,488,000 3,441,000 Domain name and other intangible assets 713,000 690,000 5,747,000 5,682,000 Accumulated depreciation and amortization (1,712,000 ) (1,292,000 ) Intangible assets, net $ 4,035,000 $ 4,390,000 |
Schedule of Estimated Amortization Expense | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2022 (remainder) 165,000 2023 323,000 2024 323,000 2025 323,000 2026 323,000 Thereafter 682,000 $ 2,139,000 | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2022 $ 319,000 2023 319,000 2024 319,000 2025 319,000 2026 319,000 Thereafter 894,000 $ 2,489,000 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Changes in Goodwill | The following table summarizes the changes in our goodwill for the six months ended June 30, Goodwill Balance as of December 31, 2021 $ 9,812,000 Effect of exchange rate changes (726,000 ) Balance as of June 30, 2022 $ 9,086,000 | The following table summarizes the changes in our goodwill for the years ended December 31, 2021 and 2020: Goodwill Balance as of January 1, 2020 $ 8,101,000 Acquisition of Relec 1,148,000 Effect of exchange rate changes 397,000 Balance as of December 31, 2020 9,646,000 Effect of exchange rate changes 166,000 Balance as of December 31, 2021 $ 9,812,000 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Components of Purchase Price of Business Acquisition | Upon initial measurement, components of the purchase price were as follows: Relec Accounts receivable $ 633,000 Prepaid and other current assets 53,000 Inventories, net 994,000 Property and equipment 94,000 Customer relationships 900,000 Trade name 500,000 Accounts payable and accrued expenses (557,000 ) Net assets acquired 2,617,000 Goodwill 1,148,000 Purchase price $ 3,765,000 |
Schedule of ProForma Information of Business Acquisition | The following pro forma data for the year ended December 31, 2020 summarizes the results of operations for the period indicated as if the Relec acquisition, which closed on November 30, 2020, had been completed as of the beginning of each period presented. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods: For the Year Ended Total Revenue $ 23,521,000 Net loss $ (1,722,000 ) Less: Net loss attributable to non-controlling interest — Net loss attributable to Gresham Worldwide $ (1,722,000 ) For the Year Ended Basic and diluted net loss per common share $ (1,722 ) Weighted average common shares outstanding, basic and diluted 1,000 Comprehensive loss Loss available to common stockholders $ (1,722,000 ) Foreign currency translation adjustment 482,000 Total comprehensive loss $ (1,241,000 ) |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Information About Common Stock Warrants Outstanding | The following table summarizes information about common stock warrants outstanding at June 30, 2022: Outstanding Exercisable Exercise Number Weighted Weighted Number Weighted $800 473 0.68 $ 880 473 $ 880 | The following table summarizes information about common stock warrants outstanding at December 31, 2021: Outstanding Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 800 473 0.93 $ 880 473 $ 880 |
Warrant [Member] | ||
Summary of Warrant Activity | A summary of warrant activity for the six months ended June 30, 2022 and year ended December 31, 2021 is presented below. Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2021 473 $ 880 1.93 $ 0 Granted — — — — Forfeited — — — — Exercised — — — Outstanding at December 31, 2021 473 $ 880 0.93 $ 0 Granted — — — — Forfeited — — — — Exercised — — — — Outstanding at June 30, 2022 473 $ 880 0.43 $ 0 | A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below. Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2020 473 $ 880 2.93 $ 0 Granted Forfeited Exercised Outstanding at December 31, 2020 473 $ 880 1.93 $ 0 Granted Forfeited Exercised Outstanding at December 31, 2021 473 $ 880 0.93 $ 0 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
Schedule of Other Current Liabilities | As of June 30, 2022 and December 31, 2021, accrued expenses consist of the following: June 30, December 31, Accrued payroll and payroll taxes $ 521,000 $ 1,317,000 Income taxes payable 150,000 — Deferred revenue 757,000 401,000 Warranty liability — 47,000 Other accrued expenses 121,000 130,000 $ 1,549,000 $ 1,895,000 | As of December 31, 2021 and 2020, accrued expenses consist of the following: December 31, 2021 2020 Accrued payroll and payroll taxes $ 1,237,000 $ 950,000 Contract liabilities 401,000 96,000 Warranty liability 47,000 47,000 Other accrued expenses 210,000 407,000 $ 1,895,000 $ 1,500,000 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Summary of Leases by Balance Sheet Category | The following table provides a summary of leases by balance sheet category as of June 30, 2022 and December 31, 2021 June 30, 2022 December 31, 2021 Operating right-of-use assets $ 3,899,000 $ 4,333,000 Operating lease liability — current 674,000 659,000 Operating lease liability — non-current 3,276,000 3,712,000 | The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2021: December 31, 2021 December 31, 2020 Operating right-of-use assets $ 4,333,000 $ 4,147,000 Operating lease liability — current 659,000 684,000 Operating lease liability — non-current 3,712,000 3,200,000 |
Components of Lease Expenses | The components of lease expenses for the three and six months ended June 30, 2022, were as follows: Three months ended Six months ended Operating lease cost $ 273,000 $ 535,000 Short-term lease cost — — Variable lease cost — — | The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: Year Ended Year Ended Operating lease cost $ 957,000 $ 646,000 Short-term lease cost — — Variable lease cost — — |
Summary of Other Information Related to Leases | The following tables provides a summary of other information related to leases for the six months ended June 30, 2022: June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 522,000 Right-of-use assets 86,000 Weighted-average remaining lease term — operating leases 8.4 years Weighted-average discount rate — operating leases 8 % | The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2021: December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 983,000 $ 839,000 Weighted-average remaining lease term — operating leases 8.8 years 8.9 years Weighted-average discount rate — operating leases 12 % 12 % |
Maturity of Lease Liabilities under Non-cancellable Operating Leases | Maturity of lease liabilities under our non-cancellable Payments due by period 2022 (remainder) 482,000 2023 968,000 2024 880,000 2025 729,000 2026 523,000 2027 371,000 Thereafter 1,158,000 Total lease payments 5,111,000 Less interest 1,161,000 Present value of lease liabilities $ 3,950,000 | Maturity of lease liabilities under our non-cancellable operating Payments due by period 2022 $ 998,000 2023 967,000 2024 881,000 2025 751,000 2026 546,000 Thereafter 1,634,000 Total lease payments 5,777,000 Less interest (1,406,000 ) Present value of lease liabilities $ 4,371,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | Notes payable at June 30, 2022 and December 31, 2021, were comprised of the following. Interest June 30, 2022 December 31, 2021 Short term bank credit 4.4 % $ 1,726,000 $ 949,000 Other short-term notes payable 3.0 % 11,000 12,000 Total notes payable $ 1,737,000 $ 961,000 Less: current portion (1,737,000 ) (961,000 ) Notes payable — long-term portion $ — $ — | Notes payable at December 31, 2021 and 2020, were comprised of the following. Interest December 31, 2021 2020 Short term bank credit 4.4 % $ 949,000 $ 1,404,000 Paycheck Protection Program Loans 1.0 % — 447,000 Note payable to Dept. of Economic and Community Development 3.0 % — 197,000 Notes payable to Wells Fargo 3.4 % — 183,000 Other short-term notes payable 3.0 % 12,000 167,000 Total notes payable $ 961,000 $ 2,398,000 Less: current portion (961,000 ) (2,201,000 ) Notes payable — long-term portion $ — $ 197,000 |
Notes Payable — Related p
Notes Payable — Related parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Notes Payable Related Parties, Net | Notes Payable — Related parties at December 31, 2021 and 2020, were comprised of the following: December 31, 2021 2020 Notes payable, related parties $ — $ 239,000 Less: current portion (—) (188,000 ) Notes payable, related parties — long-term portion $ — $ 51,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | BitNile allocated these costs which were treated as Net Investment by Parent as follows: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 $ 480,000 $ 348,000 $ 820,000 $ 695,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: 2021 2020 Pre-tax income U.S. Federal $ (3,470,000 ) $ (1,021,000 ) Foreign 800,000 (1,030,000 ) Total $ (2,670,000 ) $ (2,051,000 ) |
Schedule of components of income tax expense (benefit) | The federal and state income tax (provision) benefit is summarized as: 2021 2020 Current U.S. Federal $ (123,000 ) $ — U.S. State (44,000 ) — Foreign (26,000 ) (12,000 ) Total current provision (193,000 ) (12,000 ) Deferred U.S. Federal — 121,000 U.S. State — — Foreign — 91,000 Total deferred provision (benefit) — 212,000 Total provision (benefit) for income taxes $ (193,000 ) $ 200,000 |
Schedule of deferred tax assets and liabilities | 2021 2020 Deferred tax asset: Accrued Compensation $ 20,000 $ 14,000 Allowance for doubtful accounts 1,000 1,000 Obsolete inventory 339,000 13,000 Unrealized Gains/Losses 233,000 — Other Carryforwards 18,000 18,000 Net operating loss carryforwards 2,391,000 2,401,000 Lease Liability 737,000 741,000 Stock Option Expense 176,000 22,000 Accrued expenses 258,000 68,000 Fixed Assets 29,000 61,000 Total deferred tax asset 4,202,000 3,339,000 Deferred tax liability: ROU assets (722,000 ) (814,000 ) Intangible assets, net (752,000 ) (823,000 ) Total deferred income tax liabilities (1,474,000 ) (1,637,000 ) Net deferred income tax assets 2,728,000 1,702,000 Valuation allowance (2,728,000 ) (1,702,000 ) Deferred tax asset (liability), net $ (— ) $ (— ) |
Summary of operating loss carry forwards and tax credit carry forwards | Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: 2021 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 4,381,000 Do Not Expire Net operating losses, state 5,126,000 2029 to 2031 Net operating losses, foreign 11,424,000 2020 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 4,288,000 Do Not Expire Net operating losses, state 4,288,000 2029 to 2031 Net operating losses, foreign 12,166,000 |
Schedule of effective income tax rate reconciliation | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 Statutory Rate 21.00 % 21.00 % State Tax 10.00 % 5.89 % Permanent Differences -0.23 % -0.28 % Changes in VA -38.82 % -29.69 % PPP Loan Forgiveness 3.57 % — Foreign Rate Differential 3.14 % -4.20 % GILTI -5.97 % — Prior Period and Other Adjustments 0.08 % 9.81 % Unrealized Loss — 6.11 % Total -7.23 % 8.64 % |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management Plans - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 1,686,000 | $ 1,599,000 | $ 1,190,000 |
Working Capital | $ 4,400,000 | $ 5,800,000 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 01, 2021 | May 01, 2021 | Jan. 01, 2021 | |
Allowance for doubtful accounts | $ 4,000 | $ 4,000 | $ 4,000 | ||||
Accrued revenue | 2,177,000 | 2,283,000 | 1,696,000 | ||||
Cash | 1,686,000 | 1,599,000 | 1,190,000 | ||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | ||||
Statutory Rate | 21% | 21% | 21% | 21% | |||
Impairment losses for intangible assets | $ 0 | $ 0 | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Major Customers [Member] | |||||||
% of Total Revenue | 52% | 56% | |||||
United Kingdom (U.K) [Member] | |||||||
Cash | $ 933,000 | $ 885,000 | |||||
Israel | |||||||
Cash | $ 61,000 | $ 19,000 | |||||
Accounting Standards Update 2021-10 [Member] | |||||||
Change in accounting principle accounting standards update adoption date | Dec. 15, 2021 | ||||||
Change in accounting principle accounting standards update immaterial effect | false | false | false | ||||
ASU 2021-04 [Member] | |||||||
Change in accounting principle accounting standards update adopted | true | false | |||||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2022 | Jan. 01, 2022 | |||||
Change in accounting principle accounting standards update immaterial effect | false | false | |||||
ASU 2020-06 [Member] | |||||||
Change in accounting principle accounting standards update early adoption | false | ||||||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2022 | ||||||
Change in accounting principle accounting standards update immaterial effect | false | ||||||
Minimum [Member] | |||||||
Vesting Term | 2 years | 2 years | |||||
Maximum [Member] | |||||||
Vesting Term | 4 years | 4 years |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Computer Software and Office and Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 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 | 3 years |
Machinery and Equipment, Automobile, Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 10 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 | 5 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | Over the term of the lease or the life of the asset,whichever is shorter | Over the term of the lease or the life of the asset, whichever is shorter |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Estimated Useful Lives of Intangible Assets (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 14 years | 14 years |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Domain Name And Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 6,504,000 | $ 6,475,000 | $ 13,748,000 | $ 12,825,000 | $ 25,580,000 | $ 18,213,000 |
Customer A [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 1,586,000 | $ 2,077,000 | $ 4,091,000 | $ 4,184,000 | ||
% of Total Revenue | 24% | 32% | 30% | 33% | ||
Customer B [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 822,000 | $ 1,086,000 | $ 1,581,000 | $ 1,120,000 | ||
% of Total Revenue | 13% | 17% | 12% | 9% | ||
Customer C [Member] | Total Revenues [Member] | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 815,000 | $ 1,239,000 | ||||
% of Total Revenue | 13% | 9% |
Revenue Disaggregation - Schedu
Revenue Disaggregation - Schedule of Disaggregated Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | $ 6,504,000 | $ 6,475,000 | $ 13,748,000 | $ 12,825,000 | $ 25,580,000 | $ 18,213,000 |
Goods transferred at a point in time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 3,603,000 | 3,863,000 | 7,114,000 | 7,621,000 | 13,824,000 | 8,941,000 |
Services transferred over time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 2,901,000 | 2,612,000 | 6,634,000 | 5,204,000 | 11,756,000 | 9,272,000 |
RF/microwave filters | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 560,000 | 1,076,000 | 2,071,000 | 2,291,000 | 4,905,000 | 4,330,000 |
Detector logarithmic video amplifiers | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 692,000 | 73,000 | 692,000 | 144,000 | 1,888,000 | 473,000 |
Power supply units | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 1,698,000 | 240,000 | 4,129,000 | 478,000 | 7,613,000 | 2,656,000 |
Power supply systems | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 609,000 | 2,474,000 | 657,000 | 4,708,000 | 241,000 | 1,482,000 |
Healthcare diagnostic systems | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 1,748,000 | 228,000 | 1,992,000 | 413,000 | 794,000 | 1,012,000 |
EV Chargers | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 1,197,000 | 2,384,000 | 4,207,000 | 4,791,000 | ||
Defense systems | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 10,139,000 | 8,260,000 | ||||
North America | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 1,111,000 | 2,140,000 | 2,622,000 | 4,029,000 | 6,788,000 | 6,718,000 |
Europe | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 2,239,000 | 1,842,000 | 4,719,000 | 3,752,000 | 7,492,000 | 1,879,000 |
Middle East | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | 3,145,000 | 2,457,000 | 6,398,000 | 4,896,000 | 10,802,000 | 9,273,000 |
Other | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue from contracts with customers | $ 9,000 | $ 36,000 | $ 9,000 | $ 148,000 | $ 498,000 | $ 343,000 |
Marketable Securities - Summary
Marketable Securities - Summary Of Marketable Securities In Equity Securities With Readily Determinable Market Prices (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Marketable Securities [Line Items] | |||||
Gross unrealized gains | $ 0 | $ 95,000 | $ (866,000) | $ 659,000 | |
Fair value | 1,070,000 | ||||
Marketable Securities [Member] | |||||
Marketable Securities [Line Items] | |||||
Gross unrealized gains | (866,000) | 659,000 | |||
Fair value | 0 | 1,070,000 | $ 428,000 | ||
Marketable Securities [Member] | Common Stock [Member] | |||||
Marketable Securities [Line Items] | |||||
Cost | 0 | 204,000 | |||
Gross unrealized gains | 0 | 866,000 | |||
Fair value | $ 0 | $ 1,070,000 |
Marketable Securities - Summa_2
Marketable Securities - Summary of Additional Information About Marketable Equity Securities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Additional Information About Marketable Securities [Line Items] | ||||
Beginning Equity Securities | $ 1,070,000 | $ 1,070,000 | ||
Sales of marketable equity securities | 0 | (430,000) | (1,467,000) | $ (29,000) |
Unrealized gains on marketable equity securities | 0 | 95,000 | (866,000) | 659,000 |
Ending Equity Securities | 1,070,000 | |||
Marketable Securities [Member] | ||||
Schedule Of Additional Information About Marketable Securities [Line Items] | ||||
Beginning Equity Securities | $ 0 | $ 1,070,000 | 1,070,000 | 428,000 |
Sales of marketable equity securities | (1,467,000) | (29,000) | ||
Realized gains on marketable equity securities | 1,263,000 | 12,000 | ||
Unrealized gains on marketable equity securities | (866,000) | 659,000 | ||
Ending Equity Securities | $ 0 | $ 1,070,000 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Line Items] | |||
Raw materials, parts and supplies | $ 3,561,000 | $ 1,908,000 | $ 1,084,000 |
Work-in-progress | 1,244,000 | 1,107,000 | 1,924,000 |
Finished products | 209,000 | 1,191,000 | 34,000 |
Total | $ 5,014,000 | 4,206,000 | $ 3,042,000 |
Previously Reported [Member] | |||
Inventory Disclosure [Line Items] | |||
Raw materials, parts and supplies | 1,771,000 | ||
Work-in-progress | 1,115,000 | ||
Finished products | 1,320,000 | ||
Total | $ 4,206,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,483,000 | $ 4,509,000 | $ 3,547,000 |
Less: accumulated depreciation and amortization | (2,621,000) | (2,457,000) | (1,953,000) |
Property and equipment, net | 1,862,000 | 2,052,000 | 1,594,000 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,932,000 | 1,804,000 | 1,190,000 |
Computer, Software and Related Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,077,000 | 700,000 | 473,000 |
Office Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 249,000 | 667,000 | 62,100 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,338,000 | $ 1,263,000 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,225,000 | $ 1,338,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expenses | $ 219,000 | $ 128,000 | $ 360,000 | $ 237,000 | $ 500,000 | $ 300,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 5,337,000 | $ 5,746,000 | $ 5,682,000 |
Less: accumulated depreciation and amortization | (1,703,000) | (1,712,000) | (1,292,000) |
Intangible assets, net | $ 3,634,000 | 4,035,000 | 4,390,000 |
Previously Reported [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 5,747,000 | ||
Less: accumulated depreciation and amortization | (1,711,000) | ||
Tradename and trademark [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite lived intangible asset, Useful life | Indefinite life | ||
Intangible assets, gross | $ 1,495,000 | 1,546,000 | 1,551,000 |
Customer List [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 3,208,000 | 3,486,000 | 3,441,000 |
Customer List [Member] | Previously Reported [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 3,488,000 | ||
Customer List [Member] | Minimum [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful life | 10 years | ||
Customer List [Member] | Maximum [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful life | 16 years | ||
Domain Name and Other Intangible Assets [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful life | 3 years | 3 years | |
Intangible assets, gross | $ 634,000 | $ 714,000 | $ 690,000 |
Domain Name and Other Intangible Assets [Member] | Previously Reported [Member] | |||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful life | 5 years | ||
Intangible assets, gross | $ 713,000 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 79,000 | $ 73,000 | $ 158,000 | $ 191,000 | $ 375,000 | $ 336,000 |
Customer-Related Intangible Assets [Member] | Maximum [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 14 years | |||||
Customer-Related Intangible Assets [Member] | Minimum [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule Of Estimated Amortization Expense (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder) | $ 165,000 | |
2023/2022 | 323,000 | $ 319,000 |
2024/2023 | 323,000 | 319,000 |
2025/2024 | 323,000 | 319,000 |
2026/2025 | 323,000 | 319,000 |
2026 | 319,000 | |
Thereafter | 682,000 | 894,000 |
Total estimated amortization expense | $ 2,139,000 | $ 2,489,000 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning Balance | $ 9,812,000 | $ 9,646,000 | $ 8,101,000 |
Acquisition of Relec | 1,148,000 | ||
Effect of exchange rate changes | (726,000) | 166,000 | 397,000 |
Goodwill, Ending Balance | $ 9,086,000 | $ 9,812,000 | $ 9,646,000 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
May 25, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 300,000 | $ 429,000 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 2 years | 2 years 4 months 24 days | ||
Stock-based compensation expense | $ 629,000 | |||
Common Shares [Member] | Enertec [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Class of warrant or right issued | 251,000 | |||
Class of warrant or right outstanding | 251,000 | |||
Class of warrant or rights date from which warrants exercisable | 10 years | |||
Common Shares [Member] | Enertec [Member] | Chief Executive Officer [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Class of warrant or right issued | 27,889 | |||
Warrant [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 | ||
Stock-based compensation expense | $ 0 | $ 813,000 | ||
Class A Common Stock [Member] | Share-based Payment Arrangement, Option [Member] | Gresham Worldwide Inc [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross (in shares) | 100,000 | |||
Exercise price per share | $ 14.64 | |||
Share-based compensation arrangement by share-based payment award, award vesting period (Year) | 4 years | |||
Class A Common Stock [Member] | Restricted Stock [Member] | Gresham Worldwide Inc [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) | 50,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period (Year) | 3 years |
Acquisition - Schedule Of Compo
Acquisition - Schedule Of Components Of Purchase Price Of Business Acquisition (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 9,086,000 | $ 9,812,000 | $ 9,646,000 | $ 8,101,000 | |
Relec Electronics Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 633,000 | ||||
Prepaid and other current assets | 53,000 | ||||
Inventories, net | 994,000 | ||||
Property and equipment | 94,000 | ||||
Accounts payable and accrued expenses | (557,000) | ||||
Net assets acquired | 2,617,000 | ||||
Goodwill | 1,148,000 | ||||
Purchase price | 3,765,000 | ||||
Relec Electronics Ltd [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible Assets | 900,000 | ||||
Relec Electronics Ltd [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible Assets | $ 500,000 |
Acquisition - Schedule Of ProFo
Acquisition - Schedule Of ProForma Information Of Business Acquisition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||||||
Net loss | $ (1,949,000) | $ (3,119,000) | $ (2,459,000) | $ (1,644,000) | $ (2,863,000) | $ (1,851,000) |
Less: Net loss attributable to non-controlling interest | (322,000) | (1,084,000) | (335,000) | 30,000 | 243,000 | 0 |
Comprehensive loss | ||||||
Loss available to common stockholders | (1,627,000) | (2,035,000) | (2,124,000) | (1,674,000) | (3,106,000) | (1,851,000) |
Foreign currency translation adjustment | 1,216,000 | 225,000 | 1,607,000 | (68,000) | 87,000 | 482,000 |
Total comprehensive loss | $ (411,000) | $ (1,810,000) | $ (517,000) | $ (1,606,000) | $ (3,019,000) | (1,369,000) |
Pro Forma [Member] | ||||||
Business Acquisition Pro Forma Information [Line Items] | ||||||
Total Revenue | 23,521,000 | |||||
Net loss | (1,722,000) | |||||
Less: Net loss attributable to non-controlling interest | 0 | |||||
Net loss attributable to Gresham Worldwide | $ (1,722,000) | |||||
Business Acquisition Pro Forma Earnings Per Share Basic | $ (1,722) | |||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (1,722) | |||||
Weighted Average Basic Shares Outstanding, Pro Forma | 1,000 | |||||
Pro Forma Weighted Average Shares Outstanding, Diluted | 1,000 | |||||
Comprehensive loss | ||||||
Loss available to common stockholders | $ (1,722,000) | |||||
Foreign currency translation adjustment | 482,000 | |||||
Total comprehensive loss | $ (1,241,000) |
Acquisition - Additional Infor
Acquisition - Additional Information (Details) - Relec Electronics Ltd [Member] | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Nov. 09, 2020 | |
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 3,765,000 | ||||||
Payments to Acquire Businesses, Gross | $ 3,627,000 | ||||||
Stock Purchase Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Maximum Payout Amount | $ 665,000 | € 500,000 | |||||
Stock Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Maximum Payout Amount | $ 665,000 | $ 665,000 |
Warrants - Summary Of Warrant A
Warrants - Summary Of Warrant Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning (Warrants) | 473 | |||
Ending (Warrants) | 473 | 473 | ||
Beginning (Weighted- Average Exercise Price) | $ 880 | |||
Ending Balance (Weighted- Average Exercise Price) | $ 880 | $ 880 | ||
Weighted Average Remaining Contractual Life (Years) | 8 months 4 days | 11 months 4 days | ||
Warrant [Member] | ||||
Beginning (Warrants) | 473 | 473 | 473 | |
Granted (Warrants) | 0 | 0 | ||
Forfeited (Warrants) | 0 | 0 | ||
Exercised (Warrants) | 0 | 0 | ||
Ending (Warrants) | 473 | 473 | 473 | 473 |
Beginning (Weighted- Average Exercise Price) | $ 880 | $ 880 | $ 880 | $ 880 |
Granted (Weighted- Average Exercise Price) | 0 | 0 | ||
Forfeited (Weighted- Average Exercise Price) | 0 | 0 | ||
Exercised (Weighted- Average Exercise Price) | 0 | 0 | ||
Ending Balance (Weighted- Average Exercise Price) | $ 880 | $ 880 | $ 880 | $ 880 |
Weighted Average Remaining Contractual Life (Years) | 5 months 4 days | 11 months 4 days | 1 year 11 months 4 days | 2 years 11 months 4 days |
Beginning (Aggregate Intrinsic Value) | $ 0 | $ 0 | $ 0 | |
Granted (Aggregate Intrinsic Value) | 0 | 0 | ||
Forfeited (Aggregate Intrinsic Value) | 0 | 0 | ||
Exercised (Aggregate Intrinsic Value) | 0 | |||
Ending (Aggregate Intrinsic Value) | $ 0 | $ 0 | $ 0 | $ 0 |
Warrants - Summary Of Informati
Warrants - Summary Of Information About Common Stock Warrants Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Detailed Information Of Warrants Outstanding [Line Items] | ||
Exercise Price | $ 800 | $ 800 |
Number Outstanding | 473 | 473 |
Weighted Average Remaining Contractual Life (Years) | 8 months 4 days | 11 months 4 days |
Weighted Average Exercise Price | $ 880 | $ 880 |
Number Exercisable | 473 | 473 |
Weighted Average Exercise Price | $ 880 | $ 880 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Liabilities [Line Items] | |||
Accrued payroll and payroll taxes | $ 521,000 | $ 1,317,000 | |
Contract liabilities | 401,000 | $ 96,000 | |
Income taxes payable | 150,000 | 0 | |
Deferred revenue | 757,000 | 401,000 | |
Warranty liability | 0 | 47,000 | 47,000 |
Other accrued expense | 121,000 | 130,000 | 407,000 |
Other current liabilities | $ 1,549,000 | 1,895,000 | 1,500,000 |
Previously Reported [Member] | |||
Other Current Liabilities [Line Items] | |||
Accrued payroll and payroll taxes | 1,237,000 | $ 950,000 | |
Other accrued expense | $ 210,000 |
Leases - Summary of Leases by B
Leases - Summary of Leases by Balance Sheet Category (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Operating right-of-use assets | $ 3,899,000 | $ 4,333,000 | $ 4,147,000 |
Operating lease liability — current | 674,000 | 659,000 | 684,000 |
Operating lease liability — non-current | $ 3,276,000 | $ 3,712,000 | $ 3,200,000 |
Leases - Components of Lease Ex
Leases - Components of Lease Expenses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease costs | $ 273,000 | $ 535,000 | $ 957,000 | $ 646,000 |
Short-term lease cost | 0 | 0 | 0 | 0 |
Variable lease cost | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Leases (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 522,000 | $ 983,000 | $ 839,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 86,000 | ||
Weighted-average remaining lease term — operating leases | 8 years 4 months 24 days | 8 years 9 months 18 days | 8 years 10 months 24 days |
Weighted-average discount rate — operating leases | 8% | 12% | 12% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities under Non-cancellable Operating Leases (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remainder) | $ 482,000 | |
2022 / 2023 | 968,000 | $ 998,000 |
2023 / 2024 | 880,000 | 967,000 |
2024 / 2025 | 729,000 | 881,000 |
2025 / 2026 | 523,000 | 751,000 |
2026 / 2027 | 371,000 | 546,000 |
Thereafter | 1,158,000 | 1,634,000 |
Total lease payments | 5,111,000 | 5,777,000 |
Less interest | (1,161,000) | (1,406,000) |
Present value of lease liabilities | $ 3,950,000 | $ 4,371,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, option to extend | some of which may include options to extend the leases perpetually | some of which may include options to extend the leases perpetually |
Lessee, operating lease, existence of option to extend | true | true |
Lessee, operating lease, option to terminate | some of which may include options to terminate the leases within 1 year | some of which may include options to terminate the leases within 1 year |
Lessee, operating lease, existence of option to terminate | true | true |
Lessee, operating lease, termination lease term | 1 year | 1 year |
Discount rate | 9% | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 1 year | 6 months |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 9 years | 11 years |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2016 |
Short-Term Debt [Line Items] | ||||
Total notes payables | $ 1,737,000 | $ 961,000 | $ 2,398,000 | |
Less: current portion | (1,737,000) | (961,000) | (188,000) | |
Notes payable — long-term portion | 197,000 | |||
Previously Reported [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less: current portion | (2,201,000) | |||
Paycheck Protection Program Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 1% | |||
Total notes payables | $ 0 | 447,000 | ||
Note payable to Dept. of Economic and Community Development [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 3% | 3% | ||
Total notes payables | $ 0 | |||
Notes Payable To Wells Fargo [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 3.40% | |||
Total notes payables | $ 0 | 183,000 | ||
Short term bank credit [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 4.40% | 4.40% | ||
Total notes payables | $ 1,726,000 | $ 949,000 | 1,404,000 | |
Financed Receivables [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total notes payables | 197,000 | |||
Other Short-term Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 3% | 3% | ||
Total notes payables | $ 11,000 | $ 12,000 | $ 167,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Aug. 31, 2016 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 1,737,000 | $ 961,000 | $ 2,398,000 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | |||||
Debt Instrument, Maturity Date | Aug. 31, 2026 | |||||
Paycheck Protection Program Cares Act [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Decrease, Forgiveness | $ 2,000,000,000,000 | |||||
Paycheck Protection Program Loans [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 0 | 447,000 | ||||
Debt instrument, interest rate, stated percentage | 1% | |||||
Debt instrument, face amount | $ 447,201 | |||||
Note payable to Dept. of Economic and Community Development [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 0 | |||||
Debt instrument, interest rate, stated percentage | 3% | 3% | ||||
Debt instrument, face amount | $ 300,000 | |||||
Debt Instrument, Payment Terms | payable in equal monthly installments over the remaining term. | |||||
Enertec Short-term Bank Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 1,700,000 | $ 1,000,000 | 1,404,000 | |||
Interest rate, terms | interest at 4.35% annually, paid either on a monthly or weekly basis | interest 4.35% annually, paid either on a monthly or weekly basis | ||||
Enertec Short-term Bank Credit [Member] | Previously Reported [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 949,000 | |||||
Short term bank credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable | $ 1,726,000 | $ 949,000 | 1,404,000 | |||
Debt instrument, interest rate, stated percentage | 4.40% | 4.40% | ||||
Line Of Credit | $ 182,615 | |||||
Line of Credit Facility, Interest Rate at Period End | 4% |
Notes Payable - Related Parti_2
Notes Payable - Related Parties - Schedule of Notes Payable Related Parties, Net (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Notes payable, related parties | $ 0 | $ 239,000 | |
Less: current portion | $ (1,737,000) | (961,000) | (188,000) |
Notes payable, related parties — long-term portion | 52,000 | ||
Previously Reported [Member] | |||
Related Party Transaction [Line Items] | |||
Less: current portion | (2,201,000) | ||
Notes payable, related parties — long-term portion | $ 51,000 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Notes Payable, Related Parties | $ 0 | $ 239,000 |
Microphase [Member] | Notes payable agreements [Member] | ||
Debt Instrument [Line Items] | ||
Interest Payable | 36,000 | |
Notes Payable, Related Parties | 275,000 | |
Interest Expense, Debt | $ 3,000 | $ 9,000 |
Microphase [Member] | Minimum [Member] | Notes payable agreements [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 3% | |
Microphase [Member] | Maximum [Member] | Notes payable agreements [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
BitNile [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions | $ 480,000 | $ 348,000 | $ 820,000 | $ 695,000 | $ 1,400,000 | $ 1,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - BitNile [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 2,600,000 | $ 400,000 | $ 3,900,000 | $ 4,700,000 | $ 5,700,000 |
Advances received from related party | 1,200,000 | 1,200,000 | ||||
Related party transactions | $ 480,000 | $ 348,000 | $ 820,000 | $ 695,000 | $ 1,400,000 | $ 1,500,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | May 24, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,600,000 | |||
Common stock, issued (in shares) | 0 | |||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | |
Preferred stock, no par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000 | |||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Minimum [Member] | Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,000 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, issued (in shares) | 1,000 | 1,000 | 1,000 | |
Common stock, outstanding (in shares) | 1,000 | 1,000 | 1,000 | |
Common stock, voting rights | 10 | 10 | ||
Common Class A [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 5,000 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000 | 500,000 | 500,000 | 500,000 |
Common stock, issued (in shares) | 0 | 0 | 0 | |
Common stock, outstanding (in shares) | 0 | 0 | 0 | |
Common Class B [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, issued (in shares) | 0 | 0 | ||
Common stock, outstanding (in shares) | 0 | 0 | ||
Common Class B [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 5,000 |
Income Tax - Summary of Geograp
Income Tax - Summary of Geographical Breakdown of Income/Loss Before The Provision For Income tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
U.S. Federal | $ (3,470,000) | $ (1,021,000) | ||||
Foreign | 800,000 | (1,030,000) | ||||
Loss before income taxes | $ (1,942,000) | $ (2,986,000) | $ (2,452,000) | $ (1,522,000) | $ (2,670,000) | $ (2,051,000) |
Income Tax - Summary of Federal
Income Tax - Summary of Federal And State income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||||
U.S. Federal Current | $ (123,000) | $ 0 | ||||
U.S. State Current | (44,000) | 0 | ||||
Foreign Current | (26,000) | (12,000) | ||||
Total current provision | (193,000) | (12,000) | ||||
Deferred | ||||||
U.S. Federal Deferred | 0 | 121,000 | ||||
U.S. State Deferred | 0 | 0 | ||||
Foreign Deferred | 0 | 91,000 | ||||
Total deferred provision (benefit) | 0 | 212,000 | ||||
Total provision (benefit) for income taxes | $ (7,000) | $ (133,000) | $ (7,000) | $ (122,000) | $ (193,000) | $ 200,000 |
Income Tax - Summary of Compone
Income Tax - Summary of Components of The Company's Deferred Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Accrued Compensation | $ 20,000 | $ 14,000 |
Allowance for doubtful accounts | 1,000 | 1,000 |
Obsolete inventory | 339,000 | 13,000 |
Unrealized Gains/Losses | 233,000 | 0 |
Other Carryforwards | 18,000 | 18,000 |
Net operating loss carryforwards | 2,391,000 | 2,401,000 |
Lease Liability | 737,000 | 741,000 |
Stock Option Expense | 176,000 | 22,000 |
Accrued expenses | 258,000 | 68,000 |
Fixed Assets | 29,000 | 61,000 |
Total deferred tax asset | 4,202,000 | 3,339,000 |
Deferred tax liability: | ||
ROU assets | (722,000) | (814,000) |
Intangible assets, net | (752,000) | (823,000) |
Total deferred income tax liabilities | (1,474,000) | (1,637,000) |
Net deferred income tax assets | 2,728,000 | 1,702,000 |
Valuation allowance | (2,728,000) | (1,702,000) |
Deferred tax asset (liability), net |
Income Tax - schedule of Net op
Income Tax - schedule of Net operating losses and tax credit carryforwards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net operating losses, federal | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | ||
Amount | $ 4,381,000 | $ 4,288,000 |
Expiration Years | Do Not Expire | Do Not Expire |
Net operating losses, state | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | ||
Amount | $ 5,126,000 | $ 4,288,000 |
Expiration Years | 2029 to 2031 | 2029 to 2031 |
Net operating losses, foreign | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforwards [Line Items] | ||
Amount | $ 11,424,000 | $ 12,166,000 |
Income Tax - Schedule of the Co
Income Tax - Schedule of the Company's provision (benefit) for income taxes differs from the federal statutory (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Statutory Rate | 21% | 21% | 21% | 21% |
State Tax | 10% | 5.89% | ||
Permanent Differences | (0.23%) | (0.28%) | ||
Changes in VA | (38.82%) | (29.69%) | ||
PPP Loan Forgiveness | 3.57% | |||
Foreign Rate Differential | 3.14% | (4.20%) | ||
GILTI | (5.97%) | |||
Prior Period and Other Adjustments | 0.08% | 9.81% | ||
Unrealized Loss | 6.11% | |||
Total | (7.23%) | 8.64% |
Income Tax - Additional informa
Income Tax - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income Tax Expense Benefit | $ 1,026,000 | $ 673,000 | |
Calculation percentage | 50% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - GWW [Member] - USD ($) | Sep. 08, 2022 | Jul. 01, 2022 |
Microphase Corporation [Member] | ||
Subsequent Event [Line Items] | ||
Additional Shares Acquired From Subsidiary | 444,444 | |
Exchange consideration for additional shares acquired | $ 1,000,000 | |
Share Price | $ 2.25 | |
Noncontrolling Interest, Ownership Percentage by Parent | 63.07% | |
Microphase Corporation [Member] | July1, 2022 [Member] | ||
Subsequent Event [Line Items] | ||
Exchange consideration for additional shares acquired | $ 400,000 | |
Microphase Corporation [Member] | On or About July 30, 2022 [Member] | ||
Subsequent Event [Line Items] | ||
Exchange consideration for additional shares acquired | 300,000 | |
Microphase Corporation [Member] | On or About August 30, 2022 [Member] | ||
Subsequent Event [Line Items] | ||
Exchange consideration for additional shares acquired | $ 300,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of acquired capital stock | 100% | |
Number of shares issued upon conversion | 3,960,043 | |
Percentage of ownership of outstanding common stock, maximum | 71.20% | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Share exchange agreement, number of shares of common stock | 749,626 | |
Subsequent Event [Member] | Series F Convertible Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares exchanged | 514.8 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares exchanged | 2,920,085 | |
Subsequent Event [Member] | Microphase Corporation [Member] | ||
Subsequent Event [Line Items] | ||
Additional Shares Acquired From Subsidiary | 444,444 | |
Exchange consideration for additional shares acquired | $ 1,000,000 | |
Share Price | $ 2.25 | |
Noncontrolling Interest, Ownership Percentage by Parent | 63.07% |