Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-12711 | ||
Entity Registrant Name | BITNILE HOLDINGS, INC. | ||
Entity Central Index Key | 0000896493 | ||
Entity Tax Identification Number | 94-1721931 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 11411 Southern Highlands Pkwy | ||
Entity Address, Address Line Two | Suite 240 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89141 | ||
City Area Code | 949 | ||
Local Phone Number | 444-5464 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | NILE | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 154,512,117 | ||
Entity Common Stock, Shares Outstanding | 268,307,612 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 15,912,000 | $ 18,680,000 |
Restricted cash | 5,321,000 | |
Marketable equity securities | 40,380,000 | 2,563,000 |
Digital currencies | 2,165,000 | 7,000 |
Accounts receivable | 5,259,000 | 3,852,000 |
Accounts and other receivable, related party | 1,196,000 | 1,196,000 |
Accrued revenue | 2,283,000 | 1,696,000 |
Inventories | 5,482,000 | 3,374,000 |
Prepaid expenses and other current assets | 15,436,000 | 2,988,000 |
TOTAL CURRENT ASSETS | 93,434,000 | 34,356,000 |
Cash and marketable securities held in trust account | 116,725,000 | |
Intangible assets, net | 4,035,000 | 4,390,000 |
Goodwill | 10,090,000 | 9,646,000 |
Property and equipment, net | 174,025,000 | 2,123,000 |
Right-of-use assets | 5,243,000 | 4,318,000 |
Investment in promissory notes and other, related parties | 2,842,000 | 1,000,000 |
Investments in common stock, related parties | 13,230,000 | 653,000 |
Investments in equity securities | 30,482,000 | 262,000 |
Investment in limited partnership | 1,869,000 | 1,869,000 |
Investment in unconsolidated entity | 22,130,000 | 15,957,000 |
Loans receivable | 14,337,000 | 750,000 |
Other assets | 1,844,000 | 319,000 |
TOTAL ASSETS | 490,286,000 | 75,643,000 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 22,702,000 | 17,014,000 |
Accounts payable and accrued expenses, related party | 53,000 | 36,000 |
Investment in margin accounts payable | 18,488,000 | |
Operating lease liability, current | 1,123,000 | 524,000 |
Revolving credit facility | 125,000 | |
Notes payable, net | 39,554,000 | 3,595,000 |
Notes payable, related parties | 188,000 | |
Convertible notes payable, related party | 400,000 | |
TOTAL CURRENT LIABILITIES | 81,920,000 | 21,882,000 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 4,213,000 | 3,855,000 |
Notes payable | 55,055,000 | 336,000 |
Notes payable, related parties | 52,000 | |
Convertible notes payable | 468,000 | 386,000 |
Deferred underwriting commissions of Ault Disruptive subsidiary | 3,450,000 | |
TOTAL LIABILITIES | 145,106,000 | 26,511,000 |
Redeemable noncontrolling interests in equity of subsidiaries | 116,725,000 | |
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 385,644,000 | 171,396,000 |
Accumulated deficit | (145,600,000) | (121,396,000) |
Accumulated other comprehensive loss | (106,000) | (1,718,000) |
Treasury stock, at cost | (13,180,000) | |
TOTAL BITNILE HOLDINGS STOCKHOLDERS’ EQUITY | 226,842,000 | 48,310,000 |
Non-controlling interest | 1,613,000 | 822,000 |
TOTAL STOCKHOLDERS’ EQUITY | 228,455,000 | 49,132,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 490,286,000 | 75,643,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Series B Convertible Preferred Stock, $10 stated value per share, | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Series B Convertible Preferred Stock, $10 stated value per share, | ||
Common Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized; | 84,000 | 28,000 |
Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized; |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized | 25,000,000 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 7,040 | 7,040 |
Preferred Stock, Shares Issued | 7,040 | 7,040 |
Preferred Stock, Redemption Amount | $ 176,000 | $ 176,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 125,000 | 125,000 |
Preferred Stock, Shares Issued | 125,000 | 125,000 |
Preferred Stock, Liquidation Preference, Value | $ 1,250,000 | $ 1,250,000 |
Common Stock, Shares Authorized | 500,000 | |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 84,344,607 | 27,753,562 |
Common Stock, Shares, Outstanding | 84,344,607 | 27,753,562 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 52,400,000 | $ 23,871,000 |
Cost of revenue | 23,858,000 | 16,357,000 |
Gross profit | 28,542,000 | 7,514,000 |
Operating expenses | ||
Research and development | 2,041,000 | 1,849,000 |
Selling and marketing | 7,773,000 | 1,177,000 |
General and administrative | 36,686,000 | 12,521,000 |
Benefit for credit losses | (2,000,000) | |
Impairment of mined cryptocurrency | 403,000 | |
Total operating expenses | 46,903,000 | 13,547,000 |
Loss from continuing operations | (18,361,000) | (6,033,000) |
Other income (expenses) | ||
Interest income | 808,000 | 105,000 |
Impairment of debt securities, net | (5,090,000) | |
Interest expense | (1,871,000) | (9,648,000) |
Change in fair value of marketable equity securities | (1,327,000) | 919,000 |
Realized gain on marketable securities | 1,924,000 | |
Loss from equity investment | (311,000) | |
Gain (loss) on extinguishment of debt | 929,000 | (18,706,000) |
Change in fair value of warrant liability | (542,000) | (49,000) |
Total other income (expenses), net | (5,480,000) | (27,379,000) |
Loss from continuing operations before income taxes | (23,841,000) | (33,412,000) |
Income tax (provision) benefit | (130,000) | 24,000 |
Net loss from continuing operations | (23,971,000) | (33,388,000) |
Net income from discontinued operations, net of taxes | 661,000 | |
Net loss | (23,971,000) | (32,727,000) |
Net loss attributable to non-controlling interest | (213,000) | |
Net loss attributable to BitNile Holdings | (24,184,000) | (32,727,000) |
Preferred dividends | (18,000) | (18,000) |
Net loss available to common stockholders | $ (24,202,000) | $ (32,745,000) |
Basic and diluted net income (loss) per common share: | ||
Continuing operations | $ (0.44) | $ (3.48) |
Discontinued operations | 0.07 | |
Net loss per common share | $ (0.44) | $ (3.41) |
Weighted average common shares outstanding, basic and diluted | 55,444,000 | 9,606,000 |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | $ 85,000 | $ 482,000 |
Net unrealized gain (loss) on derivative securities of related party | (7,773,000) | 3,312,000 |
Other comprehensive income | 1,612,000 | 3,794,000 |
Total comprehensive loss | (22,590,000) | (28,951,000) |
Revenue [Member] | ||
Total revenue | 32,096,000 | 23,629,000 |
Revenue Cryptocurrency Mining [Member] | ||
Total revenue | 3,450,000 | |
Lending And Trading Activities [Member] | ||
Total revenue | $ 16,854,000 | $ 242,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total | Treasury Stock [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 3,000 | $ 101,099,000 | $ (88,650,000) | $ (5,511,000) | $ 8,000 | $ 6,949,000 | ||
Balance at beginning (in shares) at Dec. 31, 2019 | 132,040 | 3,318,390 | ||||||
Options | 80,000 | 80,000 | ||||||
Common stock | 182,000 | 182,000 | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 102,500 | |||||||
Issuance of common stock for cash | $ 13,000 | 39,965,000 | 39,978,000 | |||||
Issuance of common stock for cash (in shares) | 12,582,000 | |||||||
short term advances, related party | $ 1,000 | 739,000 | 740,000 | |||||
Issuance of common stock in payment of short term advances, related party (in shares) | 660,667 | |||||||
accrued liabilities | 714,000 | 714,000 | ||||||
Issuance of common stock in payment of accrued liabilities (in shares) | 229,898 | |||||||
of debt | $ 10,000 | 24,771,000 | 24,781,000 | |||||
Issuance of common stock for conversion of debt (in shares) | 10,046,012 | |||||||
of warrants | $ 1,000 | 876,000 | 877,000 | |||||
Issuance of Enertec warrents (in shares) | 814,095 | |||||||
Issuance of Enertec warrants | 814,000 | 814,000 | ||||||
Fair value of warrants issued in connection with notes | 82,000 | 82,000 | ||||||
with convertible notes | 4,540,000 | 4,540,000 | ||||||
Financing cost in connection with sales of common stock | (1,652,000) | (1,652,000) | ||||||
Net loss | (32,727,000) | (32,727,000) | ||||||
Preferred dividends | (18,000) | (18,000) | ||||||
Net unrealized loss on derivatives in related party | 3,312,000 | 3,312,000 | ||||||
Foreign currency translation adjustments | 482,000 | 482,000 | ||||||
Other | (1,000) | (1,000) | (2,000) | |||||
Net income attributable to non-controlling interest | ||||||||
Other | 1,000 | 1,000 | 2,000 | |||||
Ending balance, value at Dec. 31, 2020 | $ 28,000 | 171,396,000 | (121,396,000) | (1,718,000) | 822,000 | 49,132,000 | ||
Balance at ending (in shares) at Dec. 31, 2020 | 132,040 | 27,753,562 | ||||||
Options | 3,153,000 | 3,153,000 | ||||||
Issuance of common stock for cash | $ 53,000 | 200,000,000 | 200,053,000 | |||||
Issuance of common stock for cash (in shares) | 52,552,353 | |||||||
Fair value of warrants issued in connection with notes | 16,310,000 | 16,310,000 | ||||||
Financing cost in connection with sales of common stock | (5,941,000) | $ (5,941,000) | ||||||
Comprehensive loss: | ||||||||
Net loss | (24,184,000) | $ (24,184,000) | ||||||
Preferred dividends | (18,000) | (18,000) | ||||||
Net unrealized loss on derivatives in related party | (7,773,000) | (7,773,000) | ||||||
Foreign currency translation adjustments | 85,000 | 85,000 | ||||||
Other | 2,000 | 1,000 | 3,000 | |||||
Issuance of common stock for restricted stock awards | $ 1,000 | (1,000) | ||||||
Issuance of common stock for restricted stock awards (in Shares) | 1,193,749 | |||||||
Restricted stock awards | 3,968,000 | 3,968,000 | ||||||
Issuance of stock options at Gresham Worldwide | 629,000 | 629,000 | ||||||
Non-controlling position at Imperalis subsidiary acquired | (50,000) | (50,000) | ||||||
Adjustment to treasury stock for holdings in investment partnerships | (13,180,000) | (13,180,000) | ||||||
of convertible notes payable | 449,000 | 449,000 | ||||||
Issuance of common stock for conversion of convertible notes payable (in shares) | 183,214 | |||||||
of convertible notes payable, related party | 400,000 | 400,000 | ||||||
Issuance of common stock for conversion of convertible notes payable related party (in shares) | 275,862 | |||||||
Issuance of common stock upon exercise of warrants | $ 2,000 | 4,722,000 | 4,724,000 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 2,385,867 | |||||||
Remeasurement of Ault Disruptive subsidiary temporary equity | (12,904,000) | (12,904,000) | ||||||
Impairment of debt securities | 9,300,000 | 9,300,000 | ||||||
Net income attributable to non-controlling interest | 213,000 | 213,000 | ||||||
Other | (2,000) | (1,000) | (3,000) | |||||
Ending balance, value at Dec. 31, 2021 | $ 84,000 | $ 385,644,000 | $ (145,600,000) | $ (106,000) | $ 1,613,000 | $ 228,455,000 | $ (13,180,000) | |
Balance at ending (in shares) at Dec. 31, 2021 | 132,040 | 84,344,607 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (23,971,000) | $ (32,727,000) |
Less: Net income from discontinued operations | 661,000 | |
Net loss from continuing operations | (23,971,000) | (33,388,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,103,000 | 392,000 |
Amortization | 375,000 | 336,000 |
Amortization of right-of-use assets | 950,000 | (140,000) |
Amortization, related party | 30,000 | |
Interest expense – debt discount | 1,076,000 | 7,251,000 |
(Gain) loss on extinguishment of debt | (929,000) | 18,706,000 |
Change in fair value of warrant liability | 542,000 | 49,000 |
Accretion of original issue discount on notes receivable | 22,000 | |
Impairment of debt securities, net | 5,090,000 | |
Accretion of original issue discount on notes receivable | 21,000 | (62,000) |
Increase in accrued interest on notes receivable – related party | (235,000) | (1,000) |
Stock-based compensation | 7,750,000 | 1,106,000 |
Impairment of cryptocurrencies | 403,000 | (5,000) |
Realized losses on other investments | 39,000 | |
Realized gains on sale of marketable securities | (21,187,000) | (75,000) |
Unrealized (gains) losses on marketable equity securities | 14,127,000 | (796,000) |
Unrealized (gains) losses on equity securities – related party | 5,754,000 | (298,000) |
Unrealized (gains) losses on equity securities | (10,734,000) | 73,000 |
Loss from equity investment | 311,000 | |
Provision for loan losses | (2,000,000) | |
Changes in operating assets and liabilities: | ||
Marketable equity securities | (29,398,000) | |
Accounts receivable | (1,407,000) | (641,000) |
Accrued revenue | (498,000) | 645,000 |
Inventories | (2,031,000) | 183,000 |
Prepaid expenses and other current assets | (5,548,000) | (1,613,000) |
Digital currencies | (3,450,000) | |
Other assets | (1,526,000) | (88,000) |
Accounts payable and accrued expenses | 1,613,000 | (364,000) |
Accounts payable, related parties | 17,000 | (28,000) |
Other current liabilities | (650,000) | |
Lease liabilities | (919,000) | 168,000 |
Net cash used in continuing operating activities | (61,671,000) | (11,179,000) |
Net cash provided by discontinued operating activities | 1,000 | |
Net cash used in operating activities | (61,671,000) | (11,178,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (151,993,000) | (582,000) |
Acquisition of Relec, net of cash acquired | (3,628,000) | |
Investments in convertible promissory notes of AVLP and Alzamend, related parties | (7,344,000) | (2,118,000) |
Investment in term promissory note of Ault & Company, related party | (2,500,000) | |
Investments in common stock and warrants, related parties | (20,163,000) | (354,000) |
Investment in real property, related party | (2,670,000) | |
Proceeds from sale of investment in real property, related party | 2,670,000 | |
Acquisition of Imperalis, net of cash acquired | (165,000) | |
Purchase of marketable equity securities | (2,765,000) | (1,425,000) |
Sales of marketable equity securities | 4,062,000 | 373,000 |
Investments in loans receivable | (18,235,000) | |
Proceeds from loans receivable | 140,000 | |
Investment of Ault Disruptive initial public offering proceeds into trust account | (116,725,000) | |
Investments in equity securities | (17,623,000) | (189,000) |
Net cash used in investing activities | (333,451,000) | (7,783,000) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock | 200,053,000 | 39,978,000 |
Financing cost in connection with sales of equity securities | (5,941,000) | (1,652,000) |
Proceeds from warrant exercises | 4,724,000 | 53,000 |
Proceeds from convertible notes payable | 100,000 | |
Proceeds from notes payable | 84,909,000 | 9,722,000 |
Proceeds from short-term advances | 570,000 | |
Payments on short-term advances | (570,000) | |
Proceeds from margin accounts | 18,488,000 | |
Proceeds from short-term advances – related party | 653,000 | |
Payments on short-term advances – related party | (323,000) | |
Payments on notes payable | (2,461,000) | (8,784,000) |
Payments on advances on future receipts | (2,351,000) | |
Payments of preferred dividends | (18,000) | (18,000) |
Purchase of treasury stock | (13,180,000) | |
Proceeds from initial public offering of Ault Disruptive | 112,125,000 | |
Payment of deferred offering costs of Ault Disruptive initial public offering | (633,000) | |
Payments on revolving credit facilities, net | (125,000) | (97,000) |
Net cash provided by financing activities | 397,941,000 | 37,281,000 |
Effect of exchange rate changes on cash and cash equivalents | (266,000) | (123,000) |
Net increase in cash and cash equivalents and restricted cash | 2,553,000 | 18,197,000 |
Cash and cash equivalents and restricted cash at beginning of period | 18,680,000 | 483,000 |
Cash and cash equivalents and restricted cash at end of period | 21,233,000 | 18,680,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 257,000 | 658,000 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable into shares of common stock | 449,000 | 24,781,000 |
Payment of accounts payable with digital currency | 890,000 | |
Issuance of common stock in payment of liability | 1,537,000 | |
Cancellation of short-term advances, related party into shares of common stock | 740,000 | |
Issuance of notes payable and convertible notes payable in payment of accrued expenses | 420,000 | |
Conversion of equity securities to marketable securities | 2,656,000 | |
Conversion of loans receivable to equity securities | 4,250,000 | |
Conversion of convertible notes payable, related party into shares of common stock | 400,000 | 600,000 |
Remeasurement of Ault Disruptive temporary equity | 1,712,000 | |
Deferred offering costs of Ault Disruptive | 3,579,000 | |
Recognition of new operating lease right-of-use assets and lease liabilities | 1,875,000 | |
Amounts receivable from issuance of promissory notes | 6,900,000 | |
Issuance of notes payable for purchase of property and equipment | $ 22,000,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS BitNile Holdings, Inc., a Delaware corporation (“BitNile” or the “Company”), formerly known as Ault Global Holdings, Inc., which was formerly known as DPW Holdings, Inc., was incorporated in September 2017. BitNile is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile was founded by Milton “Todd” Ault, III, its Executive Chairman and is led by Mr. Ault, William B. Horne, its Chief Executive Officer and Vice Chairman and Henry Nisser, its President and General Counsel. Together, they constitute the Executive Committee, which manages the day-to-day operations of the Company. The Company’s long-term objective is to maximize per share intrinsic value. All major investment and capital allocation decisions are made for the Company by Mr. Ault and the Executive Committee. The Company has six reportable segments: ● BitNile, Inc. – cryptocurrency mining operations, ● Ault Alliance, Inc. (“Ault Alliance”) – commercial lending, activist investing, media, and digital learning, ● Gresham Worldwide, Inc. (“GWW”) – defense solutions, ● TurnOnGreen, Inc. (“TurnOnGreen”) – commercial electronics solutions, ● Real Estate – hotel operations and other commercial real estate holdings, and ● Ault Disruptive Technologies Corporation (“Ault Disruptive”) – a special purpose acquisition company (“SPAC”). On December 13, 2021, the Company changed its name from Ault Global Holdings, Inc. to BitNile Holdings, Inc. The name change did not affect the rights of security holders of the Company. The common stock continues to be listed on the NYSE American and trades under the symbol “NILE”. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS As of December 31, 2021, the Company had cash and cash equivalents of $ 15.9 million 11.5 million The Company believes its current cash on hand is 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 | 12 Months Ended |
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 include the accounts of BitNile and its wholly-owned and majority-owned subsidiaries. The consolidated financial statements also include the accounts of Ault Disruptive and Ault Alpha LP (the “Alpha Fund”) of which the Company is the primary beneficiary as discussed in Note 16. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide readers of financial statements with more transparent information about an enterprise’s involvement in a VIE. Variable Interest Entities For VIEs, the Company assesses whether it is the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The Company evaluates its business relationships with related parties to identify potential VIEs under Accounting Standards Codification (“ASC”) 810, Consolidation Variable Interest Entity Considerations - Avalanche International, Corp. The Company has determined that Avalanche International, Corp. (“ Equity Investment in Unconsolidated Entity As of December 31, 2021, the Company’s ownership percentage of AVLP was less than 20%. During the fourth quarter of 2021, BitNile made additional advances to AVLP under the existing loan agreement and the Company’s consolidated VIE, Ault Alpha, entered into a loan agreement with AVLP totaling $3.6 million. Due to the cumulative lending position of BitNile and the facts and circumstances surrounding the terms of loan agreements, BitNile reevaluated its level of influence over AVLP and determined that the equity ownership in AVLP should be accounted for under the equity method of accounting. The basis of the Company’s previously held interest in AVLP was remeasured to fair value immediately before adopting the equity method of accounting. The Company’s interest in AVLP as of December 31, 2020 has been presented as an equity investment in an unconsolidated entity, consistent with the current year presentation. The Company has invested in AVLP based on the potential global impact of the novel technology of AVLP’s subsidiary, MTIX, Ltd. (“MTIX”). MTIX has developed a novel cost effective and environmentally friendly material synthesis technology for textile applications. MTIX’s Multiplex Laser Surface Enhancement is a unique technology that has the ability to treat both natural and synthetic textiles for a wide variety of functionalities, including dyeability and printing enhancements, hydrophilicity, hydrophobicity, fire retardancy and anti-microbial properties. The use of water, harmful chemicals and energy is significantly reduced in comparison to conventional textile treatment methods. Treasury Stock The shares of Company common stock attributable to the Company’s limited partner interest in Ault Alpha are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, 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. Impairment of Long-lived Assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the carrying amount of the assets to their fair value. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as a result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and right-of-use (“ROU”) assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and ROU assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the year ended December 31, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $0.5 million and the impairment related to the ROU assets attributed to the discontinued restaurant operations was the full carrying amount of $1.0 million. The restaurant-related impairment charges are included as a component of net loss from discontinued operations (see Note 5). 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 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 title transfers to the customer. Generally, products are shipped FOB shipping point and title transfers to the customer at the time the products are placed on a common carrier. 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 an 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 not disclosing information about its remaining performance obligations. Manufacturing Services For manufacturing services, which include revenues generated by the Company’s subsidiary, Enertec Systems 2001 Ltd. (“Enertec”), and in certain instances, revenues generated by the Company’s subsidiary, Gresham Power Electronics Ltd. (“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 which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are considered revenue from services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient 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. Lending and Trading Activities Lending Activities Ault Alliance, through its wholly-owned subsidiary Digital Power Lending, LLC (“DP Lending”), generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method. Trading Activities Ault Alliance, through DP Lending, generates revenue from trading activities primarily through sales of securities and unrealized gains and losses from held securities. Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from trading activities. Blockchain Mining The Company has executed contracts with digital asset mining pools to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The mining pool applies the Full Pay Per Share (“FPPS”) model. Under the FPPS model, in exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a an offset to revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm to add a block to the blockchain. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. All consideration is variable. The Company cannot determine, during the course of solving for a block, that a reversal of revenue is not probable and therefore revenue is recognized when the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt, which is not materially different than the fair value at the time of contract inception or the time the Company has earned the award from the pool. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. 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 1.7 million Fair Value of Financial Instruments In accordance with ASC 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 the Company’s 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, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party 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. Equity Investments The following discusses the Company’s marketable equity securities, non-marketable equity securities, and gains and losses on marketable and non-marketable equity securities. The Company’s marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because the Company uses quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of the Company’s non-marketable equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3. The Company performs a qualitative assessment on a periodic basis and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net. Impairment of Debt Securities Debt securities are evaluated periodically to determine whether a decline in their value is other than temporary. The Company utilizes criteria such as the magnitude and duration of the decline, in addition to the reason underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. During the fourth quarter of 2021, the Company determined that the decline in value fair value of the warrant derivative securities that it received as a result of its investment in AVLP was other than temporary. The Company recorded an impairment of debt securities of $9.3 million with a corresponding adjustment to other comprehensive income, reducing prior unrealized losses. Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars. 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 U.S. dollars in accordance with FASB issued ASC 830, Foreign Currency Matters The financial statements of Gresham Power, Relec Electronics Ltd. (“Relec”), and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP, and the Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 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 loss in the consolidated statement of comprehensive loss and accumulated 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. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company had cash and cash equivalents of $ 933,000 885,000 58,000 19,000 Restricted Cash As of December 31, 2021, restricted cash included $3.8 million of cash collateral for notes payable, $783,000 of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $738,000 of cash held in trust related to environmental contingencies related to the Michigan data center. Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 15,912,000 $ 18,680,000 Restricted cash 5,321,000 - Total cash, cash equivalents and restricted cash $ 21,233,000 $ 18,680,000 Cash and Marketable Securities Held in Trust Account As of December 31, 2021, the Company held $ 116,725,000 Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method; and Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological 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 $ 1.4 million 9,000 During the years ended December 31, 2021 and 2020, the Company did not record inventory write-offs within the cost of revenue. Digital Currencies Digital currencies are included in current assets in the consolidated balance sheets as an indefinite lived intangible asset. Digital currencies are recorded at cost less impairment. In performing the quantitative impairment test of the mined Bitcoin balances as well as recordation of daily revenues, as described in ASC 350-30-35-19, the Company utilizes the pricing of Bitcoin on a nightly basis from reliable pricing sources, which is not materially different than the fair value at the time of contract inception or the time the Company has earned the award from the pool. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Gains or losses on disposals of property and equipment are recorded within income from operations. 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: Schedule Of Estimated Useful Life of Property, Plant and Equipment Useful lives (in years) Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Building 29 39 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 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2021, the Company had six reporting units. During the years ended December 31, 2021 and 2020, the Company recognized no impairment of goodwill. Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase Corporation (“Microphase”) and Relec, which were determined to have an indefinite life. The customer relationships and non-compete agreements, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: 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 recognized no impairment of intangibles. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and ROU assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and ROU assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the year ended December 31, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $ 0.5 million 1.0 million Redeemable Noncontrolling Interests in Equity of Subsidiary The Company records redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the common stockholders in Ault Disruptive. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries within the consolidated balance sheets, outside of the permanent equity section. The common stockholders in Ault Disruptive have redemption rights that are considered to be outside of the Company’s control. As of December 31, 2021, the carrying amount of the redeemable noncontrolling interest in equity of subsidiaries was recorded at its redemption value of $ 116.7 million 12.9 million 116.7 million 4.1 million Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC 740-10-25, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC 740-10-25 also requires management to evaluat |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | 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. Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which are not considered to be revenues from contracts with customers under GAAP. The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021: Year ended December 31, 2021 GWW TurnOnGreen Ault Alliance Cryptocurrency Real Estate Total Primary Geographical Markets North America $ 6,788,000 $ 4,536,000 $ 192,000 $ 4,238,000 $ 189,000 $ 15,943,000 Europe 7,492,000 457,000 - - - 7,949,000 Middle East 10,803,000 - - - - 10,803,000 Other 498,000 353,000 - - - 851,000 Revenue from contracts with customers 25,581,000 5,346,000 192,000 4,238,000 189,000 35,546,000 Revenue, lending and trading activities - - 16,854,000 - - 16,854,000 Total revenue $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ 52,400,000 Major Goods RF/microwave filters $ 4,905,000 $ - $ - $ - $ - $ 4,905,000 Detector logarithmic video amplifiers 1,888,000 - - - - 1,888,000 Power supply units 7,613,000 5,328,000 - - - 12,941,000 Power supply systems 241,000 - - - - 241,000 Healthcare diagnostic systems 794,000 - - - - 794,000 EV Chargers - 18,000 - - - 18,000 Defense systems 10,140,000 - - - - 10,140,000 Digital currency mining - - - 3,450,000 - 3,450,000 Other - - 192,000 788,000 189,000 1,169,000 Revenue from contracts with customers 25,581,000 5,346,000 192,000 4,238,000 189,000 35,546,000 Revenue, lending and trading activities - - 16,854,000 - - 16,854,000 Total revenue $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ 52,400,000 Timing of Revenue Recognition Goods transferred at a point in time $ 13,825,000 $ 5,346,000 $ 192,000 $ 4,238,000 $ 189,000 $ 23,790,000 Services transferred over time 11,756,000 - - - - 11,756,000 Revenue from contracts with customers $ 25,581,000 $ 5,346,000 $ 192,000 $ 4,238,000 $ 189,000 $ 35,546,000 The Company’s disaggregated revenues consist of the following for the year ended December 31, 2020: Year ended December 31, 2020 GWW TurnOnGreen Ault Alliance Cryptocurrency Real Estate Total Primary Geographical Markets North America $ 6,718,000 $ 4,500,000 $ - $ - $ - $ 11,218,000 Europe 1,879,000 450,000 - 2,329,000 Middle East 9,273,000 - - - - 9,273,000 Other 343,000 466,000 - - - 809,000 Revenue from contracts with customers 18,213,000 5,416,000 - 23,629,000 Revenue, lending and trading activities - - 242,000 - - 242,000 Total revenue $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ - $ 23,871,000 Major Goods RF/microwave filters $ 4,330,000 $ - $ - $ - $ - $ 4,330,000 Detector logarithmic video amplifiers 473,000 - - - - 473,000 Power supply units 2,656,000 5,416,000 - - - 8,072,000 Power supply systems 1,482,000 - - - - 1,482,000 Healthcare diagnostic systems 1,012,000 - - - - 1,012,000 EV Chargers - - Defense systems 8,260,000 - - - - 8,260,000 Digital currency mining - - - - - - Other - - - - - - Revenue from contracts with customers 18,213,000 5,416,000 - 23,629,000 Revenue, lending and trading activities - - 242,000 - - 242,000 Total revenue $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ - $ 23,871,000 Timing of Revenue Recognition Goods transferred at a point in time $ 8,941,000 $ 5,416,000 $ - $ - $ - $ 14,357,000 Services transferred over time 9,272,000 - - - - 9,272,000 Revenue from contracts with customers $ 18,213,000 $ 5,416,000 $ - $ - $ - $ 23,629,000 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations In the first quarter of 2020, management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations are presented as discontinued operations in the Company’s consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. On March 16, 2020, to try and mitigate the spread of COVID-19, San Diego County health officials issued orders mandating that all restaurants must end dine-in services. As a result of these temporary closures and the deteriorating business conditions at the Company’s restaurant businesses, the Company concluded that discontinuing the operations of I.AM, Inc. (“I.AM”) was ultimately in its best interest. The restaurant operations are included in the Company’s results as discontinued operations through March 16, 2020, the date of closing of the restaurants. The following tables summarize the major classes of line items included in loss from discontinued operations: For the Year Ended December 31, 2021 2020 Revenue $ — $ 543,000 Cost of revenue — (160,000 ) General and administrative — (556,000 ) Impairment of property and equipment and right-of-use assets — (1,525,000 ) Gain on deconsolidation of I.AM — 2,359,000 Income from discontinued operations $ — $ 661,000 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Investment in term promissory note of Ault & $ 2,842,000 $ - $ - $ 2,842,000 Investment in common stock of Alzamend – a 13,230,000 13,230,000 - - Investments in marketable equity securities 40,380,000 40,380,000 - - Cash and marketable securities held in trust 116,725,000 116,725,000 - - Investments in equity securities 30,482,000 - - 30,482,000 Total assets measured at fair value $ 203,659,000 $ 170,335,000 $ - $ 33,324,000 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes and $ 797,000 $ - $ - $ 797,000 Investments in marketable equity securities 653,000 - - 653,000 Investments in marketable equity securities 2,563,000 2,563,000 - - Investments in equity securities 262,000 - - 262,000 Total assets measured at fair value $ 4,275,000 $ 2,563,000 $ - $ 1,712,000 The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. See Note 13 for activity related to investments in convertible promissory notes and advances of Alzamend – related parties, and investment in common stock and warrants of Alzamend – a related party. The decline in investment in warrants of public companies was due to a decrease upon remeasurement of fair value of the underlying warrants. The following table summarizes the changes in investments in equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2021: Investments in equity securities Balance at January 1, 2021 $ 262,000 Investment in convertible preferred stock 14,950,000 Investment in warrants 2,673,000 Change in fair value of warrants 8,224,000 Conversion of loans to equity securities 3,520,000 Unrealized gains on equity securities 2,510,000 Conversion to marketable securities (1,657,000 ) Balance at December 31, 2021 $ 30,482,000 See Note 13 for the changes in investments in Alzamend and Ault & Company measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) during the year ended December 31, 2021. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities | |
Marketable Securities | 7. 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 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 53,475,000 $ 32,000 $ (13,127,000 ) $ 40,380,000 Marketable equity securities at December 31, 2020 Gross unrealized Gross unrealized Cost gains gains losses Fair value Common shares $ 1,506,000 $ 1,083,000 $ (26,000 ) $ 2,563,000 The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2020 $ 640,000 Purchases of marketable equity securities 1,425,000 Sales of marketable equity securities (373,000 ) Realized gains on marketable equity securities 75,000 Unrealized gains on marketable equity securities 796,000 Balance at January 1, 2021 2,563,000 Purchases of marketable equity securities in operations 385,235,000 Purchases of marketable equity securities 2,765,000 Conversion of debt securities to marketable securities 2,656,000 Sales of marketable equity securities in operations (355,837,000 ) Sales of marketable equity securities (4,062,000 ) Realized gains on marketable equity securities 27,377,000 Realized losses on marketable equity securities (6,190,000 ) Unrealized losses on marketable equity securities (14,127,000 ) Balance at December 31, 2021 $ 40,380,000 At December 31, 2021 and 2020, the Company had invested in the marketable equity securities of certain publicly traded companies. The Company’s investment in marketable equity securities will be revalued on each balance sheet date. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 9. INVENTORIES At December 31, 2021 and 2020, inventories consisted of: December 31, December 31, 2021 2020 Raw materials, parts and supplies $ 2,421,000 $ 1,189,000 Work-in-progress 1,107,000 1,923,000 Finished products 1,954,000 262,000 Total inventories $ 5,482,000 $ 3,374,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 10. PROPERTY AND EQUIPMENT, NET At December 31, 2021 and 2020, property and equipment consisted of: December 31, December 31, Cryptocurrency machines and related equipment $ 10,763,000 $ 567,000 Deposits on cryptocurrency machines 64,117,000 — Computer, software and related equipment 8,884,000 3,057,000 Office furniture and equipment 702,000 490,000 Land 25,696,000 — Building 67,209,000 — Leasehold improvements 1,750,000 1,352,000 179,121,000 5,466,000 Accumulated depreciation and amortization (5,096,000 ) (3,343,000 ) Property and equipment, net $ 174,025,000 $ 2,123,000 For the years ended December 31, 2021 and 2020, depreciation expense amounted to $ 2.1 million 0.4 million |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 11. INTANGIBLE ASSETS, NET At December 31, 2021 and 2020, intangible assets consisted of: Useful Life December 31, December 31, Trade name and trademark Indefinite life $ 1,546,000 $ 1,551,000 Customer list 10 14 3,486,000 3,441,000 Domain name and other intangible assets 5 714,000 690,000 5,746,000 5,682,000 Accumulated depreciation and amortization (1,711,000 ) (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 $ 375,000 336,000 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 Estimated amortization expense $2,489,000 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Following Table Summarizes Changes In Companys Goodwill For Years Ended December 31 2021 And 2020 | |
GOODWILL | 12. GOODWILL The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and Imperalis Holding Corp. (“Imperalis”) on December 16, 2021, and the acquisitions of Enertec on May 22, 2018, and Relec on November 30, 2020. The following table summarizes the changes in the Company’s 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 January 1, 2021 9,646,000 Acquisition of Imperalis 278,000 Effect of exchange rate changes 166,000 Balance as of December, 2021 $ 10,090,000 |
INVESTMENTS _ RELATED PARTIES
INVESTMENTS – RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Investments Related Parties | |
INVESTMENTS – RELATED PARTIES | 13. INVESTMENTS – RELATED PARTIES Investments in Alzamend and Ault & Company at December 31, 2021 and 2020, were comprised of the following: Investment in Promissory Notes, Related Parties Interest Due December 31, December 31, Rate Date 2021 2020 Short-term advance in Alzamend $ - $ 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 8 December 31, 2022 2,500,000 - Accrued interest receivable Ault & Company and Alzamend 169,000 1,000 Other 173,000 203,000 Total investment in promissory notes, related parties – gross 2,842,000 1,004,000 Less: original issue discount - (4,000 ) Total investment in promissory notes, related parties $ 2,842,000 $ 1,000,000 Investment in Common Stock and Warrants, Related Parties Weighted Avg. Remaining December 31, December 31, Contractual Term 2021 2020 Investment in warrants of Alzamend 4.4 years $ - $ 11,000 Investment in common stock and options of Alzamend 13,230,000 642,000 Total investment in common stock, options, and warrants of Alzamend $ 13,230,000 $ 653,000 The following table summarizes the changes in the Company’s investments in Alzamend and Ault & Company during the years ended December 31, 2021 and 2020: Investment in Investment in Total investment in Balance at January 1, 2020 $ 559,000 $ 233,000 $ 792,000 Investment in convertible promissory note of Alzamend - 38,000 38,000 Investment in common stock of Alzamend 44,000 - 44,000 Investment in warrants of Alzamend 12,000 - 12,000 Short term advance in Alzamend - 750,000 750,000 Unrealized gain in common stock of Alzamend 38,000 - 38,000 Accretion of discount - 8,000 8,000 Amortization of related party investment - (30,000 ) (30,000 ) Accrued interest - 1,000 1,000 Balance at January 1, 2021 653,000 1,000,000 1,653,000 Alzamend note and advances converted into common stock - (800,000 ) (800,000 ) Investment in promissory note of Ault & Company - 2,500,000 2,500,000 Investment in common stock and options of Alzamend 18,181,000 - 18,181,000 Unrealized loss in common stock of Alzamend (5,604,000 ) - (5,604,000 ) Accretion of discount - 4,000 4,000 Amortization of related party investment - (30,000 ) (30,000 ) Accrued interest - 168,000 168,000 Balance at December 31, 2021 $ 13,230,000 $ 2,842,000 $ 16,072,000 Investments in Alzamend Common Stock The following table summarizes the changes in the Company’s investments in Alzamend common stock during the year ended December 31, 2021: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2021 428,000 $ 1.50 $ 642,000 Purchase of shares from an Alzamend shareholder 62,000 $ 0.81 50,000 March 9, 2021 securities purchase agreement * 4,000,000 $ 1.50 6,000,000 Investment in Alzamend initial public offering 2,000,000 $ 5.00 10,000,000 Open market purchases after initial public offering 457,000 $ 4.67 2,132,000 Unrealized loss in common stock of Alzamend (5,625,000 ) Investment in Alzamend common stock 6,947,000 $ 1.90 13,199,000 Investment in Alzamend options 31,000 Balance at December 31, 2021 $ 13,230,000 * Pursuant to the March 9, 2021 securities purchase agreement, in aggregate, Alzamend agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. As of December 31, 2021, DP Lending funded $6.0 million, including the conversion of notes and advances of $0.8 million, and the remaining $4.0 million will be funded upon Alzamend achieving certain milestones. |
INVESTMENT IN UNCONSOLIDATED EN
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP | 12 Months Ended |
Dec. 31, 2021 | |
Investment In Unconsolidated Entity Avlp | |
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP | 14. INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP Equity Investments in Unconsolidated Entity – AVLP Equity investments in an unconsolidated entity, AVLP, at December 31, 2021 and 2020, were comprised of the following: Investment in Promissory Notes Interest Due December 31, December 31, Rate Date 2021 2020 Investment in convertible promissory notes 12% 2022-2026 $ 21,399,000 $ 11,269,000 Accrued interest receivable* 2,092,000 2,025,000 Other 600,000 600,000 Total investment in promissory notes, gross 24,091,000 13,894,000 Less: provision for loan losses (2,000,000 ) (3,424,000 ) Total investment in promissory note $ 22,091,000 $ 10,470,000 * During the years ended December 31, 2021 and 2020, no interest income was recognized from the Company’s investment in AVLP. Investment in Common Stock and Warrants Weighted Avg. Remaining December 31, December 31, Contractual Term 2021 2020 Investment in warrants 2.7 years $ - $ 4,987,000 Investment in common stock 39,000 500,000 Total investment in common stock and warrants $ 39,000 $ 5,487,000 The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the years ended December 30, 2021 and 2020: Investment in Investment in warrants and promissory notes Total common stock and advances investment Balance at January 1, 2020 $ 1,569,000 $ 7,141,000 $ 8,710,000 Investment in convertible promissory notes - 1,330,000 1,330,000 Investment in common stock 1,000 - 1,000 Fair value of derivative instruments 344,000 - 344,000 Unrealized gain in derivative instruments 3,312,000 - 3,312,000 Unrealized gain in common stock 260,000 - 260,000 Provision for loan losses - 2,000,000 2,000,000 Balance at January 1, 2021 5,486,000 10,471,000 15,957,000 Investment in convertible promissory notes - 7,344,000 7,344,000 Fair value of warrants issued 2,786,000 - 2,786,000 Unrealized loss in warrants (7,772,000 ) - (7,772,000 ) Unrealized gain in common stock (150,000 ) - (150,000 ) Loss from equity investment (311,000 ) - (311,000 ) Accretion of discount - 4,210,000 4,210,000 Accrued interest - 66,000 66,000 Balance at December 31, 2021 $ 39,000 $ 22,091,000 $ 22,130,000 Extension of AVLP Loan Agreement On April 13, 2021, the AVLP Loan Agreement was increased to up to $ 15 20 |
INVESTMENTS IN LIMITED PARTNERS
INVESTMENTS IN LIMITED PARTNERSHIP | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENTS IN LIMITED PARTNERSHIP | 15. INVESTMENTS IN LIMITED PARTNERSHIP On June 8, 2018, the Company entered into a limited partnership agreement, in which it agreed to become a limited partner in the partnership (the “NY Partnership”). The NY Partnership is a limited partner in the partnership that is responsible for the construction and related activities of a hotel in New York City. In connection with this transaction, the Company has agreed to finance a portion of the capital required by the NY Partnership. As of December 31, 2021, the Company had invested an aggregate of $ 1.9 million |
CONSOLIDATED VARIABLE INTEREST
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Variable Interest Entity - Alpha Fund | |
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 16. CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND Investments in the Alpha Fund During the year ended December 31, 2021, the Company invested in the Alpha Fund. The Alpha Fund operates as a private investment fund. The general partner of the Alpha Fund, Ault Alpha GP LLC (“Alpha GP”) is owned by Ault Capital Management LLC (the “Investment Manager”), which also acts as the investment manager to the Alpha Fund. The Investment Manager is owned by Ault & Company. Messrs. Ault, Horne, Nisser and Cragun, who serve as executive officers and/or directors of the Company, are executive officers of the Investment Manager, and Messrs. Ault, Horne and Nisser are executive officers and directors of Ault & Company. As of December 31, 2021, the Company subscribed for $ 17 million 100 The Company consolidates Alpha Fund as a VIE due to its significant level of influence and control of Alpha Fund, the size of its investment, and its ability to participate in policy making decisions, the Company is considered the primary beneficiary of the VIE. Investments by Alpha Fund – Treasury Stock The Alpha Fund has purchased shares of the Company’s common stock in open market transactions at an average purchase price of $ 2.16 6,100,000 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 17. ACQUISITIONS Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations Acquisition during 2020 On November 9, 2020, GWW entered into a Stock Purchase Agreement (the “Agreement”) with Tabard Holdings Inc., a Delaware corporation and wholly owned subsidiary of GWW (“Tabard”), the legal and beneficial owners (the “Sellers”) of 100% of the issued shares in the capital of Relec, and Peter Lappin, in his capacity as the representative of the Sellers (the “Sellers’ Representative”). Relec was established in 1978 and provides specialist power conversion and display products. The acquisition of Relec expands GWW’s product offering and geographic reach. On November 30, 2020, the acquisition of Relec closed for an aggregate cash purchase price of $ 3.8 million 3.6 million 500,000 667,000 Upon initial measurement, components of the purchase price are 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 Asset Acquisitions During 2021 Acquisition of Michigan Cloud Data Center On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $4.0 million. The purchase price was paid by the Company using its own working capital. The facility is subject to a final corrective measures plan with the Environment Protection Agency. The seller performed remedial activities at the Michigan facility relating to historical soil and groundwater contamination and the Company is responsible for ongoing monitoring and final remediation plans. The Company’s estimated cost of the environmental remediation obligation is approximately $0.4 million and reflects its best estimate of probable future costs for remediation based on the current assessment data and regulatory obligations. Future costs will depend on many factors, including the extent of work necessary to implement monitoring and final remediation plans and the Company’s time frame for remediation. The Company may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cash flows during the period in which they are recorded. Acquisition of Hotels On December 22, 2021, the Company, through real estate segment, acquired four hotel properties for $71.3 million consisting of a 136-room Courtyard by Marriott, a 133-room Hilton Garden Inn and a 122-room Residence Inn by Marriott in Middleton, WI, as well as a 135-room Hilton Garden Inn in Rockford, IL. The allocation of the purchase price of the hotel acquisitions is based on the estimated fair value of the assets acquired. The Company accounted for these transactions as acquisitions of assets. The Company has performed a valuation analysis of the fair market value of the assets acquired. The accounted for these transactions as acquisitions of assets. The following table summarizes the preliminary allocation of the purchase price as of the date of the Acquisition. The purchase price consists of $69.2 million paid to the seller and $2.1 million of direct transaction costs. Schedule of acquisation Land and improvements $ 9,021,000 Building improvements 60,265,000 Furniture, fixtures and equipment 2,048,000 Assets acquired $ 71,334,000 Acquisition of St. Peterburg Land On December 30, 2021, the Company, through Third Avenue Apartments, LLC, a wholly owned subsidiary of AGREE Madison, LLC (“AGREE Madison”), a wholly owned subsidiary of Ault Global Real Estate Equities, Inc., a wholly owned subsidiary of Ault Alliance, acquired certain real property located at the southeast corner of 5th Street North and 3rd Avenue North in St. Petersburg, Florida. The purchase price for the property was $15.5 million. The Company plans to use the property for the development of a high-rise multi-family project. |
EXECUTIVE CHAIRMAN RELOCATION B
EXECUTIVE CHAIRMAN RELOCATION BENEFIT | 12 Months Ended |
Dec. 31, 2021 | |
Executive Chairman Relocation Benefit | |
EXECUTIVE CHAIRMAN RELOCATION BENEFIT | 18. EXECUTIVE CHAIRMAN RELOCATION BENEFIT On February 23, 2021, as part of a relocation benefit for the Company’s Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $ 2.7 million 254,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
STOCK-BASED COMPENSATION | 19. STOCK-BASED COMPENSATION The Company provides stock-based compensation to directors, employees and consultants under the 2021 Stock Incentive Plan, which was approved by stockholders on August 13, 2021 at the 2021 Annual Meeting of Stockholders and which reserved 7,500,000 shares of common stock for grant of awards under the plan. Options granted under the plan have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the plan are subject to a vesting period determined at the date of grant. As of December 31, 2021, an aggregate of 2,841,699 shares of the Company’s common stock were available for future grant. The options outstanding as of December 31, 2021, have been classified by exercise price, as follows: Schedule of exercise price Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 2.15 2.62 3,395,000 9.75 $ 2.35 266,152 $ 2.51 $ 480 560 894 3.95 $ 537.34 814 $ 535.12 $ 1,208 1,352 25 2.25 $ 1,336.00 25 $ 1,336.00 $ 2.15 1,352 3,395,919 9.75 $ 2.50 266,991 $ 4.26 Issuances outside of the Plan 1.79 850,000 8.72 $ 1.79 708,221 $ 1.79 $ 2.46 2.55 2,150,000 9.33 $ 2.54 - - $ 1.79 2.55 3,000,000 9.16 $ 2.33 708,221 $ 1.79 Total Options $ 1.79 1,352 6,395,919 9.47 $ 2.42 975,212 $ 2.47 The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the year ended December 31, 2021 and 2020, was comprised as follows: Year Ended December 31, 2021 2020 General and administrative $ 7,750,000 $ 1,106,000 Total stock-based compensation $ 7,750,000 $ 1,106,000 A summary of option activity under the Company’s stock option plans as of December 31, 2021 and 2020, and changes during the years ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2020 103,105 1,388 $636 6.33 $0 Restricted stock awards (96,875) — Forfeited 463 (463) $781 January 1, 2021 6,693 925 $564 4.87 $0 Authorized 7,500,000 Stock options granted (3,395,000) 3,395,000 $2.35 Restricted stock awards (1,270,000) — Forfeited 6 (6) $1,352 December 31, 2021 2,841,699 3,395,919 $2.52 9.75 $0 As of December 31, 2021, there was $ 11.6 million 2.1 Enertec Stock-Based Compensation On December 31, 2020, Enertec issued its Chief Executive Officer a warrant to purchase 27,889 813,405 GWW Stock-Based Compensation On May 25, 2021, GWW issued its executives options to purchase an aggregate total of 100,000 14.64 629,000 429,000 2.4 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | 20. WARRANTS A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below. Schedule of warrants Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2020 79,018 $ 206.57 3.74 $ 7,735 Granted 4,156,150 1.47 Forfeited (474 ) 880.00 Exercised (919,134 ) 1.62 Outstanding at December 31, 2020 3,315,560 6.19 4.27 4,220,327 Granted 18,665,252 2.47 Forfeited (397 ) 8.00 Exercised (1,965,628 ) 2.42 Outstanding at December 31, 2021 20,014,787 $ 3.09 4.67 $ 4,256,888 The following table summarizes information about common stock warrants outstanding at December 31, 2021: Schedule of common stock warrants outstanding Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 2.25 $ — 6,500 $— $ 0.88 3.01 19,936,640 4.68 $2.31 19,936,640 $ 0.88 3.01 $ 8.00 19.80 53,055 2.39 $12.78 53,055 $ 8.00 19.80 $ 440 920 16,225 1.20 $733.40 16,225 $ 440 920 $ 1,040 2,000 2,367 1.18 $1,404.85 2,367 $ 1,040 2,000 $ — 2,000.00 20,014,787 4.67 $3.09 20,014,787 $3.09 Warrant Issuances During 2021 On December 30, 2021, the Company issued warrants to purchase an aggregate of 16,037,858 2.50 promissory notes in the aggregate principal face amount of $66 million . If the trading price of the common stock is less than $2.50 per share 90 days after December 30, 2021, the exercise price will be reduced to 110% of the closing price of the common stock on that date, subject to a floor price of $1.00 per share. The Company has valued the 14,095,350 Series A warrants issued in connection with the issuance of promissory notes in the aggregate principal face amount of $66 million The Company utilized a variety of pricing models and the weighted average assumptions used during the years ended December 31, 2021 and 2020 were as follows: December 31, December 31, Exercise price $ 2.29 $ 1.79 Remaining contractual term 4.7 4.1 Volatility 150 % 99 % Dividend yield 0 % 0 % Risk-free interest rate 1.0 % 0.4 % |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 21. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other current liabilities at December 31, 2021 and 2020 consisted of: Schedule of other current liabilities December 31, 2021 2020 Accounts payable $ 6,902,000 $ 7,043,000 Accrued payroll and payroll taxes 5,027,000 1,412,000 Financial instruments 4,249,000 4,192,000 Accrued legal 2,637,000 1,777,000 Other accrued expenses 3,887,000 2,590,000 total $22,702,000 $17,014,000 Financial Instruments Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. In prior years, the Company granted certain warrants that resulted in these warrants being accounted for as a financial instrument in accordance with ASC 815 and being re-measured every reporting period with the change in value reported in the statement of operations. The financial instruments were valued using a variety of pricing models with the following valuation assumptions: Schedule of Financial Instrument December 31, December 31, Stock price $ 2.50 $ 2.28 Exercise price $ 2.50 $ 2.28 Contractually defined remaining term 5.0 5.0 Contractually defined volatility 135 % 135 % Dividend yield 0 % 0 % Risk-free interest rate 1.270 % 0.381 % Per the terms of the warrant agreements underlying the financial instruments, the value to the warrant holders is defined within the agreement based on a stock price, contractual term, volatility factor and dividend rate as defined in the warrant agreement, and not indexed to the company’s stock, resulting in the financial instrument accounting. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The following table sets forth a summary of the changes in the estimated fair value of the financial instruments during the years ended December 31, 2021 and 2020: Schedule of fair value of the financial instruments December 31, 2021 2020 Beginning balance $ 4,192,000 $ 9,000 Recognition of financial instruments 4,239,000 4,958,000 Change in fair value 542,000 49,000 Extinguishment (4,724,000 ) (824,000 ) Ending balance $ 4,249,000 $ 4,192,000 |
INVESTMENT MARGIN ACCOUNTS PAYA
INVESTMENT MARGIN ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Investment Margin Accounts Payable | |
INVESTMENT MARGIN ACCOUNTS PAYABLE | 22. INVESTMENT MARGIN ACCOUNTS PAYABLE During the year ended December 31, 2021, the Company entered into leverage agreements on certain brokerage accounts whereby it borrowed $ 18.5 million 55,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | 23. LEASES The Company has operating leases for office space. The Company’s leases have remaining lease terms of 12 months to 9.5 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: Schedule of supplemental balance sheet information related to leases December 31, December 31, Operating right-of-use assets $ 5,243,000 $ 4,318,000 Operating lease liability - current 1,123,000 524,000 Operating lease liability - non-current 4,213,000 3,855,000 The components of lease expenses for the years ended December 31, 2021 and 2020, were as follows: Schedule of lease expenses Year Ended December 31, 2021 2020 Operating lease cost $ 1,406,000 $ 951,000 Short-term lease cost - - Variable lease cost - 107,000 The following tables provides a summary of other information related to leases for the years ended December 31, 2021 and 2020: Schedule of supplemental cash flow information related to leases December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,008,000 $ 1,024,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,875,000 $ - Weighted-average remaining lease term - operating leases 6.1 7.3 Weighted-average discount rate - operating leases 8.0 % 10.0 % Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: Schedule of maturities of operating lease liabilities Payments due by period 2022 $ 1,684,000 2023 1,404,000 2024 1,298,000 2025 914,000 2026 712,000 Thereafter 1,817,000 Total lease payments 7,829,000 Less interest (2,493,000 ) Present value of lease liabilities $ 5,336,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
NOTES PAYABLE | 24. NOTES PAYABLE Notes payable at December 31, 2021 and 2020, were comprised of the following. Schedule of notes payable Interest Due Date December 31, December 31, Esousa purchased notes $ - $ 200,000 Short-term notes payable 12.0 2022 118,000 1,148,000 10% original issue discount senior secured notes 8.0 March 31, 2022 65,972,000 - AGREE Madison secured construction loans 7.0 January 1, 2025 55,055,000 Paycheck Protection Program Loans 1.0 - 1,162,000 Short-term bank line of credit 3.9 2021 960,000 1,421,000 Total notes payable $ 122,105,000 $ 3,931,000 Less: Unamortized debt discounts (27,496,000 ) - Total notes payable, net $ 94,609,000 $ 3,931,000 Less: current portion (39,554,000 ) (3,595,000 ) Other - 336,000 Notes payable – long-term portion $ 55,055,000 $ 336,000 During the years ended December 31, 2021 and 2020, the Company recorded amortization of debt discounts of $ 1.1 million 7.3 million December 2021 Secured Promissory Notes On December 30, 2021, the Company entered into a securities purchase agreement with certain sophisticated investors providing for the issuance of: ● secured promissory notes (the “Secured Promissory Notes”) that bear interest at 8 66 million 10 ● five-year warrants to purchase an aggregate of 14,095,350 2.50 ● five-year warrants to purchase an aggregate of 1,942,508 $2.50 The Secured Promissory Notes were repaid in March 2022 (see Note 33). AGREE Madison Construction Loan Agreements On December 22, 2021, AGREE Madison, through various wholly-owned subsidiaries, entered into construction loan agreements. The outstanding balances under the construction loans was $ 55.1 million The loans accrue interest at a rate equal to the greater of (i) the LIBOR Rate plus 675 basis points or (ii) 7% per annum Notes Payable Maturities The contractual maturities of the Company’s notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of December 31, 2021 were: Schedule Of Maturities Year 2022 $ 67,504,000 2023 - 2024 - 2025 55,055,000 Total $ 122,559,000 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | 25. 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 $ - $ 240,000 Less: current portion - (188,000 ) Notes payable, related parties – long-term portion $ - $ 52,000 Microphase was party to several notes payable agreements with six of its past officers, employees and their family members. As of December 31, 2021, the related party notes payable were paid in full. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes | |
CONVERTIBLE NOTES | 26. CONVERTIBLE NOTES Convertible Notes Payable at December 31, 2021 and 2020, were comprised of the following: Conversion Interest Due Date December 31, December 31, 4% Convertible promissory note $4.00 4% 2024 $ 660,000 $ 660,000 Less: Unamortized debt discounts (192,000 ) (274,000 ) Total convertible notes payable, net of financing cost, long term $ 468,000 $ 386,000 |
CONVERTIBLE NOTE _ RELATED PART
CONVERTIBLE NOTE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note Related Party | |
CONVERTIBLE NOTE – RELATED PARTY | 27. CONVERTIBLE NOTE – RELATED PARTY On February 5, 2020, the Company issued an 8% convertible promissory note in the principal amount of $ 1,000,000 8 August 5, 2020 1.45 0.3 million 0.4 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 28. COMMITMENTS AND CONTINGENCIES Giga-tronics, Incorporated Share Exchange Agreement On December 27, 2021, the Company and GWW entered into a share exchange agreement with Giga-tronics Incorporated, a California corporation (“GIGA”). Pursuant to the exchange agreement, GIGA will acquire all of the outstanding shares of capital stock of GWW in exchange for issuing to the Company 2,920,085 shares of GIGA’s common stock and 514.8 shares of a new series of preferred stock which are convertible into an aggregate of 3,960,043 shares of GIGA common stock, subject to adjustment, and the assumption of GWW’s equity awards representing, on an as-assumed basis, 249,875 shares of GIGA’s restricted shares of common stock (the “Exchange Transaction”). Completion of the Exchange Transaction is subject to the approval of GIGA’s shareholders and customary closing conditions. Immediately following the completion of the Exchange Transaction, GWW will be a wholly-owned subsidiary of GIGA. In addition, the Exchange Agreement provides that the Company will loan GIGA $4.25 million pursuant to a convertible promissory note upon the closing of the Exchange Transaction, and following the closing, GIGA will repurchase or redeem all of its shares of Series B, Series C, Series D and Series E preferred stock currently outstanding. Assuming the repurchase of the outstanding preferred and based upon 2,725,010 shares of GIGA common stock outstanding, following the issuance to the Company of the shares of GIGA common stock and the GIGA preferred stock pursuant, the Company would hold approximately 68% of the outstanding voting power and capital stock of GIGA, and existing holders of GIGA common stock would hold approximately 32%. Advertising Sponsorship Agreement The Company entered into an advertising sponsorship agreement. The sponsorship fee is $5.5 million per year, subject to certain termination provisions. Blockchain Mining Supply and Services, Ltd. On November 28, 2018, Blockchain Mining Supply and Services, Ltd. (“Blockchain Mining”) a vendor who sold computers to one of the Company’s subsidiaries, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against the Company and the Company’s subsidiary, Digital Farms, Inc. (f/k/a Super Crypto Mining, Inc.), in an action captioned Blockchain Mining Supply and Services, Ltd. v. Super Crypto Mining, Inc. and DPW Holdings, Inc. The Complaint asserts claims for breach of contract and promissory estoppel against the Company and its subsidiary arising from the subsidiary’s alleged failure to honor its obligations under the purchase agreement. The Complaint seeks monetary damages in excess of $ 1,388,495 The Company intends to vigorously defend against the claims asserted against it in this action. On April 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Complaint in its entirety as against us, and the promissory estoppel claim as against its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Complaint in connection with the breach of contract claim. On April 29, 2020, Blockchain Mining filed an amended complaint (the “Amended Complaint”). The Amended Complaint asserts the same causes of action and seeks the same damages as the initial Complaint. On May 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against the Company, and the promissory estoppel claim as against of its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim. In its partial Answer, the Company’s subsidiary admitted to the validity of the contract at issue and also asserted numerous affirmative defenses concerning the proper calculation of damages. On December 4, 2020, the Court issued an Order directing the parties to engage in limited discovery (the “Limited Discovery”) to be completed by March 4, 2021. In connection therewith, the Court also denied the defendants’ motion to dismiss without prejudice. On June 2, 2021, the Company and its subsidiary filed a motion to dismiss the amended complaint in its entirety as against the Company, and the promissory estoppel claim as against the subsidiary. The motion to dismiss has been fully briefed and is currently pending before the Court. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement, which is included in accounts payable and accrued expenses. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. Ding Gu (a/k/a Frank Gu) and Xiaodan Wang Litigation On January 17, 2020, Ding Gu (a/k/a Frank Gu) (“Gu”) and Xiaodan Wang (“Wang” and with “Gu” collectively, “Plaintiffs”), filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and the Company’s Chief Executive Officer, Milton C. Ault, III, in an action captioned Ding Gu (a/k/a Frank Gu) and Xiaodan Wang v. DPW Holdings, Inc. and Milton C. Ault III (a/k/a Milton Todd Ault III a/k/a Todd Ault) The Complaint asserts causes of action for declaratory judgment, specific performance, breach of contract, conversion, attorneys’ fees, permanent injunction, enforcement of Guaranty, unjust enrichment, money had and received, and fraud arising from: (i) a series of transactions entered into between Gu and us, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and the Company, in or about July 2019. The Complaint seeks, among other things, monetary damages in excess of $ 1.1 million The Company intends to vigorously defend against the claims asserted against it in this action. On May 4, 2020, the Company and Ault jointly filed a motion to dismiss the Complaint in its entirety, with prejudice. On July 28, 2021, the Court conducted oral argument in connection with the motion to dismiss. During the oral argument, the Court informed the parties that the Court was dismissing the fraud claim, in its entirety, and provided Plaintiffs an opportunity to amend their fraud claim within sixty days of the date of the oral argument. The Court reserved decision on the other causes of action. On December 14, 2021, the Court entered a decision and order in connection with the motion to dismiss whereby the Court dismissed Plaintiff’s causes of action for specific performance, conversion, permanent injunction, and reiterated its prior determination that the fraud claim was also dismissed. The Court denied the motion to dismiss in connection with the other causes of action asserted in the complaint. On January 26, 2022, the Company and Mr. Ault filed an answer to the complaint and asserted numerous affirmative defenses. Based on the Company’s assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. Subpoena The Company and certain affiliates and related parties have received several subpoenas from the SEC for the production of documents and testimony. The Company is fully cooperating with this non-public, fact-finding inquiry and management believes that the Company has operated its business in compliance with all applicable laws. The subpoenas expressly provide that the inquiry is not to be construed as an indication by the SEC or its staff that any violations of the federal securities laws have occurred, nor should they be considered a reflection upon any person, entity or security. However, there can be no assurance as to the outcome of this matter. Other Litigation Matters The Company is 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 29. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 500,000 2,500 23,497,50 As of December 31, 2021, there were 7,040 125,000 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. 2020 Issuances 2020 Ascendiant ATM Offering On October 2, 2020, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant Capital”) to sell shares of common stock having an aggregate offering price of up to $ 8,975,000 40,000,000 8,975,000 39,978,350 12,582,000 Issuances of Common Stock for Services During the year ended December 31, 2020, the Company issued 102,500 182,575 1.78 Issuance of Common Stock in Payment of Short Term Advances, Related Party On December 23, 2019, the Company entered into a securities purchase agreement with Ault & Company. Pursuant to the terms of this agreement, Ault & Company agreed to purchase an aggregate of 660,667 739,948 1.12 660,667 Issuance of Common Stock in Payment of Accrued Liability On March 4, 2020, pursuant to the terms of the securities purchase agreement for the sale of the Dominion short-term promissory note, the Company issued to Dominion 12,500 73,154 During the year ended December 31, 2020, the Company issued 217,398 639,991 Issuance of Common Stock for Conversion of Debt During the year ended December 31, 2020, principal and accrued interest of $ 6,411,795 2,196,599 9,632,219 15,572,326 On August 20, 2020, the Company issued 413,793 600,000 Issuance of Common Stock Upon Exercise of Warrants Between November 24, 2020 and December 17, 2020, the Company issued a total of 814,095 919,134 (i) the 10% Convertible Promissory Note issued on April 13, 2020, (ii) the May 2020 Promissory Notes issued on May 28, 2020and (iii) the June ‘20 Short-Term Promissory Notes issued on June 26, 2020. 52,826 2021 Issuances 2021 ATM Offering On January 22, 2021, the Company entered into an At-The-Market Issuance Sales Agreement (the “2021 Sales Agreement”) with Ascendiant Capital to sell shares of common stock having an aggregate offering price of up to $ 50 million 125 million 125 million 200 million 52.6 million Issuance of Common Stock for Conversion of Debt During January 2021, the Company issued to Esousa Holdings, LLC an aggregate of 183,214 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $ 200,000 16,000 234,000 Issuance of Common Stock for Convertible Promissory Note, Related Party On May 12, 2021, the Company issued 275,862 400,000 Issuance of Common Stock Upon Exercise of Warrants During the year ended December 31, 2021, the Company issued 2.4 million Issuance of Common Stock for Restricted Stock Awards During the year ended December 31, 2021, the Company issued 1.2 million Securities Purchase Agreement, Related Party On June 11, 2021, the Company entered into a securities purchase agreement with Ault & Company. Under the terms of the agreement, Ault & Company agreed to purchase an aggregate of 1,000,000 2.99 million 2.99 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 30. INCOME TAXES 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 (loss) U.S. Federal $ (24,644,000 ) $ (32,382,000 ) Foreign 803,000 (1,030,000 ) Total $ (23,841,000 ) $ (33,412,000 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax assets are as follows: Schedule of deferred tax assets 2021 2020 Deferred tax asset: Allowance for doubtful accounts $ 361,000 $ 359,000 Unrealized losses 5,413,000 10,000 Obsolete inventory 375,000 3,000 Stock compensation 1,915,000 881,000 Other carryforwards 132,000 484,000 Net operating loss carryforwards 8,716,000 5,913,000 Lease liability 888,000 798,000 Credit loss 560,000 559,000 Accrued expenses 2,157,000 934,000 Total deferred tax asset 20,517,000 9,941,000 Deferred tax liability: Right-of-use assets (857,000 ) (756,000 ) Fixed assets, net (3,937,000 ) (160,000 ) Intangible assets, net (256,000 ) (1,000 ) Total deferred income tax liabilities (5,050,000 ) (917,000 ) Net deferred income tax assets 15,467,000 9,024,000 Valuation allowance (15,467,000 ) (9,038,000 ) Deferred tax asset (liability), net $ - $ (14,000 ) At December 31, 2021, the Company had federal and state net operating loss carry forwards (“NOLs”) for income tax purposes of approximately $ 25.6 million 19.4 million 382, future utilization of the Company’s NOLs is subject to an annual limitation as a result of ownership changes that occurred previously. The Company also maintains NOLs in various foreign jurisdictions. At December 31, 2021, Microphase, an entity not consolidated for income tax purposes, utilized its remaining NOLs. The Company has not completed a formal §382 study and completion of such an analysis in future periods may yield income tax provision impacts in subsequent financial statements. In assessing the realization of deferred tax assets, management considers whether it is more likely than not some portion or all deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all positive and negative evidence, including the Company’s generation of NOLs in current and prior periods, there is substantial doubt regarding the Company’s ability to utilize its deferred tax assets, therefore, the Company recorded a full valuation allowance. For the year ended December 31, 2021, the valuation allowance increased by $ 6.4 million The net income tax provision (benefit) consisted of the following: Schedule of net income tax benefit 2021 2020 Current U.S. Federal $ 69,000 $ - U.S. State 35,000 - Foreign 26,000 25,000 Total current provision 130,000 25,000 Deferred U.S. Federal - - U.S. State - - Foreign - (49,000 ) Total deferred provision (benefit) 130,000 (24,000 ) Total provision (benefit) for income taxes $ 130,000 $ (24,000 ) The Company’s effective tax rates were 0.9 0.1 21 Schedule of reconciliation of income tax attributable to operations 2021 2020 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit 6.1 % 8.1 % Foreign rate differential 0.3 % - 0.3 % Section 382 limitation 0.0 % - 34.7 % PPP forgiveness 0.4 % 0.0 % Effect of change in valuation allowance - 26.0 % 21.1 % Beneficial conversion feature 0.0 % - 0.1 % Deconsolidation of I.AM 0.0 % 1.5 % Loss on extinguishment of debt 0.0 % - 9.8 % Return to provision adjustment 0.0 % - 7.8 % Permanent differences - 0.1 % 0.0 % IRC Section 162(m) compensation limitation - 0.7 % 0.0 % Excess tax benefit - windfall/(shortfall) 0.7 % 0.0 % Other - 2.6 % 0.9 % Income tax benefit - 0.9 % - 0.1 % The Company accounts for uncertain tax positions in accordance with ASC 740-10-25. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. The Company’s statute of limitations remains open for various taxable years, in various U.S. federal, U.S. state and foreign jurisdictions. Earnings in all foreign jurisdictions are permanently reinvested. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 31. 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. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into or exercisable for common stock, consisted of the following at December 31, 2021 and 2020: Net Loss Per Share December 31, 2021 2020 Stock options 6,396,000 851,000 Restricted stock grants 2,775,000 - Warrants 20,015,000 3,309,000 Convertible notes 165,000 441,000 Conversion of preferred stock 2,000 2,000 Total 29,353,000 4,603,000 |
SEGMENT AND CUSTOMERS INFORMATI
SEGMENT AND CUSTOMERS INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND CUSTOMERS INFORMATION | 32. SEGMENT AND CUSTOMERS INFORMATION The Company has three reportable segments as of December 31, 2021 and 2020; see Note 1 for a brief description of the Company’s business. The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC 280. Segment information for the year ended December 31, 2021: GWW TurnOnGreen Ault Crypto- Real Estate Ault Holding Total Revenue $ 25,581,000 $ 5,346,000 $ 192,000 $ - $ - $ - $ - $ 31,119,000 Revenue, cryptocurrency mining, net - - - 3,450,000 - - - 3,450,000 Revenue, commercial real estate - - - 788,000 - - - 788,000 Revenue, lending and trading - - 16,854,000 - - - - 16,854,000 Revenue, hotel - - - - 189,000 - - 189,000 Total revenues $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ - $ - $ 52,400,000 Depreciation and amortization $ 876,000 $ 25,000 $ - $ 1,384,000 $ 138,000 $ - $ 55,000 $ 2,478,000 Income (loss) from operations $ (1,298,000 ) $ (1,518,000 ) $ 3,794,000 $ 1,541,000 $ (194,000 ) $ (20,000 ) $ (20,666,000 ) $ (18,361,000 ) Capital expenditures for the year $ 947,000 $ 18,000 $ - $ 85,927,000 $ 86,884,000 $ - $ 217,000 $ 173,993,000 Identifiable assets as of December $ 33,716,000 $ 4,601,000 $ 81,415,000 $ 99,590,000 $ 93,838,000 $ 119,335,000 $ 57,791,000 $ 490,286,000 Segment information for the year ended December 31, 2020: GWW TurnOnGreen Ault Holding Total Revenue $ 18,213,000 $ 5,416,000 $ - $ - $ 23,629,000 Revenue, lending and trading activities - - 242,000 - 242,000 Total revenues $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ 23,871,000 Depreciation and amortization expense $ 508,000 $ 33,000 $ 175,000 $ 12,000 $ 728,000 Income (loss) from operations $ (955,000 ) $ (117,000 ) $ 19,000 $ (4,980,000 ) $ (6,033,000 ) Capital expenditures for the year ended December 31, 2021 $ 550,000 $ 26,000 $ 3,000 $ 3,000 $ 582,000 Identifiable assets as of December 31, 2020 $ 30,194,000 $ 2,207,000 $ 4,515,000 $ 38,727,000 $ 75,643,000 Concentration Risk: 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 Year Ended December 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 9,575,000 18 % For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 7,742,000 32 % Customer B $ 2,502,000 10 % Revenue from Customer A is attributable to Enertec. Revenue from Customer B is attributable to Microphase. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 33. SUBSEQUENT EVENTS 2022 ATM Offering On February 25, 2022, the Company entered into an At-The-Market issuance sales agreement with Ascendiant Capital to sell shares of common stock having an aggregate offering price of up to $200 million (the “2022 ATM Offering”). As of April 1, 2022, the Company had sold an aggregate of 146.0 million shares of common stock pursuant to the 2022 ATM Offering for gross proceeds of $114.6 million. Repayment of Senior Secured Notes On March 30, 2022, the Company fully paid its $66 million senior secured notes and accrued interest. The 10% original issuance discount promissory notes were sold in December 2021 and were due and payable on March 31, 2022. Investments in Alpha Fund During the period between January 1, 2022 through April 5, 2022, the Company purchased an additional $3.0 million of limited partnership interests in the Alpha Fund. As of April 5, 2022, the Company had subscribed for $20.0 million of limited partnership interests in the Alpha Fund, of which $19 million was funded. Investments by Alpha Fund During the period between January 1, 2022 and April 5, 2022, Alpha Fund purchased 1,000,000 shares of the Company’s common stock in open market transactions at an average purchase price of $0.97 per share. As of April 5, 2021, the Alpha Fund owned 7,100,000 shares of the Company’s common stock. Amendment to GIGA Share Exchange Agreement On April 5, 2022, the Company and GWW amended its share exchange agreement with GIGA amending and restating the related term note to reflect that DP Lending has loaned to Giga an aggregate of $1.3 million thereunder. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
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”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BitNile and its wholly-owned and majority-owned subsidiaries. The consolidated financial statements also include the accounts of Ault Disruptive and Ault Alpha LP (the “Alpha Fund”) of which the Company is the primary beneficiary as discussed in Note 16. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide readers of financial statements with more transparent information about an enterprise’s involvement in a VIE. Variable Interest Entities For VIEs, the Company assesses whether it is the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The Company evaluates its business relationships with related parties to identify potential VIEs under Accounting Standards Codification (“ASC”) 810, Consolidation Variable Interest Entity Considerations - Avalanche International, Corp. The Company has determined that Avalanche International, Corp. (“ Equity Investment in Unconsolidated Entity As of December 31, 2021, the Company’s ownership percentage of AVLP was less than 20%. During the fourth quarter of 2021, BitNile made additional advances to AVLP under the existing loan agreement and the Company’s consolidated VIE, Ault Alpha, entered into a loan agreement with AVLP totaling $3.6 million. Due to the cumulative lending position of BitNile and the facts and circumstances surrounding the terms of loan agreements, BitNile reevaluated its level of influence over AVLP and determined that the equity ownership in AVLP should be accounted for under the equity method of accounting. The basis of the Company’s previously held interest in AVLP was remeasured to fair value immediately before adopting the equity method of accounting. The Company’s interest in AVLP as of December 31, 2020 has been presented as an equity investment in an unconsolidated entity, consistent with the current year presentation. The Company has invested in AVLP based on the potential global impact of the novel technology of AVLP’s subsidiary, MTIX, Ltd. (“MTIX”). MTIX has developed a novel cost effective and environmentally friendly material synthesis technology for textile applications. MTIX’s Multiplex Laser Surface Enhancement is a unique technology that has the ability to treat both natural and synthetic textiles for a wide variety of functionalities, including dyeability and printing enhancements, hydrophilicity, hydrophobicity, fire retardancy and anti-microbial properties. The use of water, harmful chemicals and energy is significantly reduced in comparison to conventional textile treatment methods. Treasury Stock The shares of Company common stock attributable to the Company’s limited partner interest in Ault Alpha are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, 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. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the carrying amount of the assets to their fair value. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as a result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and right-of-use (“ROU”) assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and ROU assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the year ended December 31, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $0.5 million and the impairment related to the ROU assets attributed to the discontinued restaurant operations was the full carrying amount of $1.0 million. The restaurant-related impairment charges are included as a component of net loss from discontinued operations (see Note 5). |
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 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 title transfers to the customer. Generally, products are shipped FOB shipping point and title transfers to the customer at the time the products are placed on a common carrier. 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 an 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 not disclosing information about its remaining performance obligations. Manufacturing Services For manufacturing services, which include revenues generated by the Company’s subsidiary, Enertec Systems 2001 Ltd. (“Enertec”), and in certain instances, revenues generated by the Company’s subsidiary, Gresham Power Electronics Ltd. (“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 which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are considered revenue from services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient 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. Lending and Trading Activities Lending Activities Ault Alliance, through its wholly-owned subsidiary Digital Power Lending, LLC (“DP Lending”), generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method. Trading Activities Ault Alliance, through DP Lending, generates revenue from trading activities primarily through sales of securities and unrealized gains and losses from held securities. Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from trading activities. Blockchain Mining The Company has executed contracts with digital asset mining pools to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The mining pool applies the Full Pay Per Share (“FPPS”) model. Under the FPPS model, in exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a an offset to revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm to add a block to the blockchain. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. All consideration is variable. The Company cannot determine, during the course of solving for a block, that a reversal of revenue is not probable and therefore revenue is recognized when the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt, which is not materially different than the fair value at the time of contract inception or the time the Company has earned the award from the pool. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. |
Foreign Currency Translation | Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars. 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 U.S. dollars in accordance with FASB issued ASC 830, Foreign Currency Matters The financial statements of Gresham Power, Relec Electronics Ltd. (“Relec”), and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP, and the Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 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 loss in the consolidated statement of comprehensive loss and accumulated 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. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company had cash and cash equivalents of $ 933,000 885,000 58,000 19,000 |
Restricted Cash | Restricted Cash As of December 31, 2021, restricted cash included $3.8 million of cash collateral for notes payable, $783,000 of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $738,000 of cash held in trust related to environmental contingencies related to the Michigan data center. Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 15,912,000 $ 18,680,000 Restricted cash 5,321,000 - Total cash, cash equivalents and restricted cash $ 21,233,000 $ 18,680,000 |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2021, the Company held $ 116,725,000 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method; and Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological 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 $ 1.4 million 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. Gains or losses on disposals of property and equipment are recorded within income from operations. 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: Schedule Of Estimated Useful Life of Property, Plant and Equipment Useful lives (in years) Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Building 29 39 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 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2021, the Company had six reporting units. During the years ended December 31, 2021 and 2020, the Company recognized no impairment of goodwill. |
Intangible Assets | Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase Corporation (“Microphase”) and Relec, which were determined to have an indefinite life. The customer relationships and non-compete agreements, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: 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 recognized no impairment of intangibles. |
Long-Lived Assets | Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and ROU assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and ROU assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the year ended December 31, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $ 0.5 million 1.0 million |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC 740-10-25, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2021 and 2020, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions, as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Under ASC 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 to four years, ● 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. |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC 815, Derivatives and Hedging Activities Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20, Debt with Conversion and Other Options |
Debt Discounts | Debt Discounts The Company accounts for debt discount according to ASC 470-20, Debt with Conversion and Other Options |
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 cash equivalents and trade receivables. Cash and cash equivalents are invested in banks in the U.S., U.K. 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. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
Recent Accounting Standards | Recent Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform Reference Rate Reform In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 In October 2020, the FASB issued ASU 2020-10, Codification Improvements In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements (Topic 205) Financial Services—Depositary and Lending (Topic 942), and Financial Services— Investment Companies (Topic 946). Amendments to Financial Disclosures About Acquired and Disposed Businesses |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash, cash equivalents and restricted cash consist of the following: | Fair Value of Financial Instruments In accordance with ASC 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 the Company’s 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, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party 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. Equity Investments The following discusses the Company’s marketable equity securities, non-marketable equity securities, and gains and losses on marketable and non-marketable equity securities. The Company’s marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because the Company uses quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of the Company’s non-marketable equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3. The Company performs a qualitative assessment on a periodic basis and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net. Impairment of Debt Securities Debt securities are evaluated periodically to determine whether a decline in their value is other than temporary. The Company utilizes criteria such as the magnitude and duration of the decline, in addition to the reason underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. During the fourth quarter of 2021, the Company determined that the decline in value fair value of the warrant derivative securities that it received as a result of its investment in AVLP was other than temporary. The Company recorded an impairment of debt securities of $9.3 million with a corresponding adjustment to other comprehensive income, reducing prior unrealized losses. Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars. 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 U.S. dollars in accordance with FASB issued ASC 830, Foreign Currency Matters The financial statements of Gresham Power, Relec Electronics Ltd. (“Relec”), and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), GBP, and the Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 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 loss in the consolidated statement of comprehensive loss and accumulated 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. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company had cash and cash equivalents of $ 933,000 885,000 58,000 19,000 Restricted Cash As of December 31, 2021, restricted cash included $3.8 million of cash collateral for notes payable, $783,000 of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $738,000 of cash held in trust related to environmental contingencies related to the Michigan data center. Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 15,912,000 $ 18,680,000 Restricted cash 5,321,000 - Total cash, cash equivalents and restricted cash $ 21,233,000 $ 18,680,000 |
Cash, cash equivalents and restricted cash consist of the following: | Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 15,912,000 $ 18,680,000 Restricted cash 5,321,000 - Total cash, cash equivalents and restricted cash $ 21,233,000 $ 18,680,000 |
Schedule Of Estimated Useful Life of Property, Plant and Equipment | Schedule Of Estimated Useful Life of Property, Plant and Equipment Useful lives (in years) Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Building 29 39 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021: | The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021: Year ended December 31, 2021 GWW TurnOnGreen Ault Alliance Cryptocurrency Real Estate Total Primary Geographical Markets North America $ 6,788,000 $ 4,536,000 $ 192,000 $ 4,238,000 $ 189,000 $ 15,943,000 Europe 7,492,000 457,000 - - - 7,949,000 Middle East 10,803,000 - - - - 10,803,000 Other 498,000 353,000 - - - 851,000 Revenue from contracts with customers 25,581,000 5,346,000 192,000 4,238,000 189,000 35,546,000 Revenue, lending and trading activities - - 16,854,000 - - 16,854,000 Total revenue $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ 52,400,000 Major Goods RF/microwave filters $ 4,905,000 $ - $ - $ - $ - $ 4,905,000 Detector logarithmic video amplifiers 1,888,000 - - - - 1,888,000 Power supply units 7,613,000 5,328,000 - - - 12,941,000 Power supply systems 241,000 - - - - 241,000 Healthcare diagnostic systems 794,000 - - - - 794,000 EV Chargers - 18,000 - - - 18,000 Defense systems 10,140,000 - - - - 10,140,000 Digital currency mining - - - 3,450,000 - 3,450,000 Other - - 192,000 788,000 189,000 1,169,000 Revenue from contracts with customers 25,581,000 5,346,000 192,000 4,238,000 189,000 35,546,000 Revenue, lending and trading activities - - 16,854,000 - - 16,854,000 Total revenue $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ 52,400,000 Timing of Revenue Recognition Goods transferred at a point in time $ 13,825,000 $ 5,346,000 $ 192,000 $ 4,238,000 $ 189,000 $ 23,790,000 Services transferred over time 11,756,000 - - - - 11,756,000 Revenue from contracts with customers $ 25,581,000 $ 5,346,000 $ 192,000 $ 4,238,000 $ 189,000 $ 35,546,000 The Company’s disaggregated revenues consist of the following for the year ended December 31, 2020: Year ended December 31, 2020 GWW TurnOnGreen Ault Alliance Cryptocurrency Real Estate Total Primary Geographical Markets North America $ 6,718,000 $ 4,500,000 $ - $ - $ - $ 11,218,000 Europe 1,879,000 450,000 - 2,329,000 Middle East 9,273,000 - - - - 9,273,000 Other 343,000 466,000 - - - 809,000 Revenue from contracts with customers 18,213,000 5,416,000 - 23,629,000 Revenue, lending and trading activities - - 242,000 - - 242,000 Total revenue $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ - $ 23,871,000 Major Goods RF/microwave filters $ 4,330,000 $ - $ - $ - $ - $ 4,330,000 Detector logarithmic video amplifiers 473,000 - - - - 473,000 Power supply units 2,656,000 5,416,000 - - - 8,072,000 Power supply systems 1,482,000 - - - - 1,482,000 Healthcare diagnostic systems 1,012,000 - - - - 1,012,000 EV Chargers - - Defense systems 8,260,000 - - - - 8,260,000 Digital currency mining - - - - - - Other - - - - - - Revenue from contracts with customers 18,213,000 5,416,000 - 23,629,000 Revenue, lending and trading activities - - 242,000 - - 242,000 Total revenue $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ - $ 23,871,000 Timing of Revenue Recognition Goods transferred at a point in time $ 8,941,000 $ 5,416,000 $ - $ - $ - $ 14,357,000 Services transferred over time 9,272,000 - - - - 9,272,000 Revenue from contracts with customers $ 18,213,000 $ 5,416,000 $ - $ - $ - $ 23,629,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
The following tables summarize the major classes of line items included in loss from discontinued operations: | The restaurant operations are included in the Company’s results as discontinued operations through March 16, 2020, the date of closing of the restaurants. The following tables summarize the major classes of line items included in loss from discontinued operations: For the Year Ended December 31, 2021 2020 Revenue $ — $ 543,000 Cost of revenue — (160,000 ) General and administrative — (556,000 ) Impairment of property and equipment and right-of-use assets — (1,525,000 ) Gain on deconsolidation of I.AM — 2,359,000 Income from discontinued operations $ — $ 661,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Investment in term promissory note of Ault & $ 2,842,000 $ - $ - $ 2,842,000 Investment in common stock of Alzamend – a 13,230,000 13,230,000 - - Investments in marketable equity securities 40,380,000 40,380,000 - - Cash and marketable securities held in trust 116,725,000 116,725,000 - - Investments in equity securities 30,482,000 - - 30,482,000 Total assets measured at fair value $ 203,659,000 $ 170,335,000 $ - $ 33,324,000 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes and $ 797,000 $ - $ - $ 797,000 Investments in marketable equity securities 653,000 - - 653,000 Investments in marketable equity securities 2,563,000 2,563,000 - - Investments in equity securities 262,000 - - 262,000 Total assets measured at fair value $ 4,275,000 $ 2,563,000 $ - $ 1,712,000 |
The following table summarizes the changes in investments in equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2021: | The following table summarizes the changes in investments in equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2021: Investments in equity securities Balance at January 1, 2021 $ 262,000 Investment in convertible preferred stock 14,950,000 Investment in warrants 2,673,000 Change in fair value of warrants 8,224,000 Conversion of loans to equity securities 3,520,000 Unrealized gains on equity securities 2,510,000 Conversion to marketable securities (1,657,000 ) Balance at December 31, 2021 $ 30,482,000 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities | |
Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2021 and 2020: | 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 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 53,475,000 $ 32,000 $ (13,127,000 ) $ 40,380,000 Marketable equity securities at December 31, 2020 Gross unrealized Gross unrealized Cost gains gains losses Fair value Common shares $ 1,506,000 $ 1,083,000 $ (26,000 ) $ 2,563,000 |
The following table presents additional information about marketable equity securities: | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2020 $ 640,000 Purchases of marketable equity securities 1,425,000 Sales of marketable equity securities (373,000 ) Realized gains on marketable equity securities 75,000 Unrealized gains on marketable equity securities 796,000 Balance at January 1, 2021 2,563,000 Purchases of marketable equity securities in operations 385,235,000 Purchases of marketable equity securities 2,765,000 Conversion of debt securities to marketable securities 2,656,000 Sales of marketable equity securities in operations (355,837,000 ) Sales of marketable equity securities (4,062,000 ) Realized gains on marketable equity securities 27,377,000 Realized losses on marketable equity securities (6,190,000 ) Unrealized losses on marketable equity securities (14,127,000 ) Balance at December 31, 2021 $ 40,380,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
At December 31, 2021 and 2020, inventories consisted of: | At December 31, 2021 and 2020, inventories consisted of: December 31, December 31, 2021 2020 Raw materials, parts and supplies $ 2,421,000 $ 1,189,000 Work-in-progress 1,107,000 1,923,000 Finished products 1,954,000 262,000 Total inventories $ 5,482,000 $ 3,374,000 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
At December 31, 2021 and 2020, property and equipment consisted of: | At December 31, 2021 and 2020, property and equipment consisted of: December 31, December 31, Cryptocurrency machines and related equipment $ 10,763,000 $ 567,000 Deposits on cryptocurrency machines 64,117,000 — Computer, software and related equipment 8,884,000 3,057,000 Office furniture and equipment 702,000 490,000 Land 25,696,000 — Building 67,209,000 — Leasehold improvements 1,750,000 1,352,000 179,121,000 5,466,000 Accumulated depreciation and amortization (5,096,000 ) (3,343,000 ) Property and equipment, net $ 174,025,000 $ 2,123,000 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
At December 31, 2021 and 2020, intangible assets consisted of: | At December 31, 2021 and 2020, intangible assets consisted of: Useful Life December 31, December 31, Trade name and trademark Indefinite life $ 1,546,000 $ 1,551,000 Customer list 10 14 3,486,000 3,441,000 Domain name and other intangible assets 5 714,000 690,000 5,746,000 5,682,000 Accumulated depreciation and amortization (1,711,000 ) (1,292,000 ) Intangible assets, net $ 4,035,000 $ 4,390,000 |
The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. | 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 Estimated amortization expense $2,489,000 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Following Table Summarizes Changes In Companys Goodwill For Years Ended December 31 2021 And 2020 | |
The following table summarizes the changes in the Company’s goodwill for the years ended December 31, 2021 and 2020: | The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and Imperalis Holding Corp. (“Imperalis”) on December 16, 2021, and the acquisitions of Enertec on May 22, 2018, and Relec on November 30, 2020. The following table summarizes the changes in the Company’s 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 January 1, 2021 9,646,000 Acquisition of Imperalis 278,000 Effect of exchange rate changes 166,000 Balance as of December, 2021 $ 10,090,000 |
INVESTMENTS _ RELATED PARTIES (
INVESTMENTS – RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments Related Parties | |
Investments in Alzamend and Ault & Company at December 31, 2021 and 2020, were comprised of the following: | Investments in Alzamend and Ault & Company at December 31, 2021 and 2020, were comprised of the following: Investment in Promissory Notes, Related Parties Interest Due December 31, December 31, Rate Date 2021 2020 Short-term advance in Alzamend $ - $ 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 8 December 31, 2022 2,500,000 - Accrued interest receivable Ault & Company and Alzamend 169,000 1,000 Other 173,000 203,000 Total investment in promissory notes, related parties – gross 2,842,000 1,004,000 Less: original issue discount - (4,000 ) Total investment in promissory notes, related parties $ 2,842,000 $ 1,000,000 Investment in Common Stock and Warrants, Related Parties Weighted Avg. Remaining December 31, December 31, Contractual Term 2021 2020 Investment in warrants of Alzamend 4.4 years $ - $ 11,000 Investment in common stock and options of Alzamend 13,230,000 642,000 Total investment in common stock, options, and warrants of Alzamend $ 13,230,000 $ 653,000 |
The following table summarizes the changes in the Company’s investments in Alzamend and Ault & Company during the years ended December 31, 2021 and 2020: | The following table summarizes the changes in the Company’s investments in Alzamend and Ault & Company during the years ended December 31, 2021 and 2020: Investment in Investment in Total investment in Balance at January 1, 2020 $ 559,000 $ 233,000 $ 792,000 Investment in convertible promissory note of Alzamend - 38,000 38,000 Investment in common stock of Alzamend 44,000 - 44,000 Investment in warrants of Alzamend 12,000 - 12,000 Short term advance in Alzamend - 750,000 750,000 Unrealized gain in common stock of Alzamend 38,000 - 38,000 Accretion of discount - 8,000 8,000 Amortization of related party investment - (30,000 ) (30,000 ) Accrued interest - 1,000 1,000 Balance at January 1, 2021 653,000 1,000,000 1,653,000 Alzamend note and advances converted into common stock - (800,000 ) (800,000 ) Investment in promissory note of Ault & Company - 2,500,000 2,500,000 Investment in common stock and options of Alzamend 18,181,000 - 18,181,000 Unrealized loss in common stock of Alzamend (5,604,000 ) - (5,604,000 ) Accretion of discount - 4,000 4,000 Amortization of related party investment - (30,000 ) (30,000 ) Accrued interest - 168,000 168,000 Balance at December 31, 2021 $ 13,230,000 $ 2,842,000 $ 16,072,000 |
The following table summarizes the changes in the Company’s investments in Alzamend common stock during the year ended December 31, 2021: | The following table summarizes the changes in the Company’s investments in Alzamend common stock during the year ended December 31, 2021: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2021 428,000 $ 1.50 $ 642,000 Purchase of shares from an Alzamend shareholder 62,000 $ 0.81 50,000 March 9, 2021 securities purchase agreement * 4,000,000 $ 1.50 6,000,000 Investment in Alzamend initial public offering 2,000,000 $ 5.00 10,000,000 Open market purchases after initial public offering 457,000 $ 4.67 2,132,000 Unrealized loss in common stock of Alzamend (5,625,000 ) Investment in Alzamend common stock 6,947,000 $ 1.90 13,199,000 Investment in Alzamend options 31,000 Balance at December 31, 2021 $ 13,230,000 * Pursuant to the March 9, 2021 securities purchase agreement, in aggregate, Alzamend agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. As of December 31, 2021, DP Lending funded $6.0 million, including the conversion of notes and advances of $0.8 million, and the remaining $4.0 million will be funded upon Alzamend achieving certain milestones. |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investment In Unconsolidated Entity Avlp | |
Equity investments in an unconsolidated entity, AVLP, at December 31, 2021 and 2020, were comprised of the following: | Equity investments in an unconsolidated entity, AVLP, at December 31, 2021 and 2020, were comprised of the following: Investment in Promissory Notes Interest Due December 31, December 31, Rate Date 2021 2020 Investment in convertible promissory notes 12% 2022-2026 $ 21,399,000 $ 11,269,000 Accrued interest receivable* 2,092,000 2,025,000 Other 600,000 600,000 Total investment in promissory notes, gross 24,091,000 13,894,000 Less: provision for loan losses (2,000,000 ) (3,424,000 ) Total investment in promissory note $ 22,091,000 $ 10,470,000 * During the years ended December 31, 2021 and 2020, no interest income was recognized from the Company’s investment in AVLP. Investment in Common Stock and Warrants Weighted Avg. Remaining December 31, December 31, Contractual Term 2021 2020 Investment in warrants 2.7 years $ - $ 4,987,000 Investment in common stock 39,000 500,000 Total investment in common stock and warrants $ 39,000 $ 5,487,000 |
The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the years ended December 30, 2021 and 2020: | The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the years ended December 30, 2021 and 2020: Investment in Investment in warrants and promissory notes Total common stock and advances investment Balance at January 1, 2020 $ 1,569,000 $ 7,141,000 $ 8,710,000 Investment in convertible promissory notes - 1,330,000 1,330,000 Investment in common stock 1,000 - 1,000 Fair value of derivative instruments 344,000 - 344,000 Unrealized gain in derivative instruments 3,312,000 - 3,312,000 Unrealized gain in common stock 260,000 - 260,000 Provision for loan losses - 2,000,000 2,000,000 Balance at January 1, 2021 5,486,000 10,471,000 15,957,000 Investment in convertible promissory notes - 7,344,000 7,344,000 Fair value of warrants issued 2,786,000 - 2,786,000 Unrealized loss in warrants (7,772,000 ) - (7,772,000 ) Unrealized gain in common stock (150,000 ) - (150,000 ) Loss from equity investment (311,000 ) - (311,000 ) Accretion of discount - 4,210,000 4,210,000 Accrued interest - 66,000 66,000 Balance at December 31, 2021 $ 39,000 $ 22,091,000 $ 22,130,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Upon initial measurement, components of the purchase price are as follows: | Upon initial measurement, components of the purchase price are 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 acquisation | Schedule of acquisation Land and improvements $ 9,021,000 Building improvements 60,265,000 Furniture, fixtures and equipment 2,048,000 Assets acquired $ 71,334,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of exercise price | The options outstanding as of December 31, 2021, have been classified by exercise price, as follows: Schedule of exercise price Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 2.15 2.62 3,395,000 9.75 $ 2.35 266,152 $ 2.51 $ 480 560 894 3.95 $ 537.34 814 $ 535.12 $ 1,208 1,352 25 2.25 $ 1,336.00 25 $ 1,336.00 $ 2.15 1,352 3,395,919 9.75 $ 2.50 266,991 $ 4.26 Issuances outside of the Plan 1.79 850,000 8.72 $ 1.79 708,221 $ 1.79 $ 2.46 2.55 2,150,000 9.33 $ 2.54 - - $ 1.79 2.55 3,000,000 9.16 $ 2.33 708,221 $ 1.79 Total Options $ 1.79 1,352 6,395,919 9.47 $ 2.42 975,212 $ 2.47 |
The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the year ended December 31, 2021 and 2020, was comprised as follows: | The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the year ended December 31, 2021 and 2020, was comprised as follows: Year Ended December 31, 2021 2020 General and administrative $ 7,750,000 $ 1,106,000 Total stock-based compensation $ 7,750,000 $ 1,106,000 |
A summary of option activity under the Company’s stock option plans as of December 31, 2021 and 2020, and changes during the years ended are as follows: | A summary of option activity under the Company’s stock option plans as of December 31, 2021 and 2020, and changes during the years ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2020 103,105 1,388 $636 6.33 $0 Restricted stock awards (96,875) — Forfeited 463 (463) $781 January 1, 2021 6,693 925 $564 4.87 $0 Authorized 7,500,000 Stock options granted (3,395,000) 3,395,000 $2.35 Restricted stock awards (1,270,000) — Forfeited 6 (6) $1,352 December 31, 2021 2,841,699 3,395,919 $2.52 9.75 $0 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of warrants | A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below. Schedule of warrants Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2020 79,018 $ 206.57 3.74 $ 7,735 Granted 4,156,150 1.47 Forfeited (474 ) 880.00 Exercised (919,134 ) 1.62 Outstanding at December 31, 2020 3,315,560 6.19 4.27 4,220,327 Granted 18,665,252 2.47 Forfeited (397 ) 8.00 Exercised (1,965,628 ) 2.42 Outstanding at December 31, 2021 20,014,787 $ 3.09 4.67 $ 4,256,888 |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at December 31, 2021: Schedule of common stock warrants outstanding Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 2.25 $ — 6,500 $— $ 0.88 3.01 19,936,640 4.68 $2.31 19,936,640 $ 0.88 3.01 $ 8.00 19.80 53,055 2.39 $12.78 53,055 $ 8.00 19.80 $ 440 920 16,225 1.20 $733.40 16,225 $ 440 920 $ 1,040 2,000 2,367 1.18 $1,404.85 2,367 $ 1,040 2,000 $ — 2,000.00 20,014,787 4.67 $3.09 20,014,787 $3.09 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Other current liabilities at December 31, 2021 and 2020 consisted of: Schedule of other current liabilities December 31, 2021 2020 Accounts payable $ 6,902,000 $ 7,043,000 Accrued payroll and payroll taxes 5,027,000 1,412,000 Financial instruments 4,249,000 4,192,000 Accrued legal 2,637,000 1,777,000 Other accrued expenses 3,887,000 2,590,000 total $22,702,000 $17,014,000 |
Schedule of Financial Instrument | The financial instruments were valued using a variety of pricing models with the following valuation assumptions: Schedule of Financial Instrument December 31, December 31, Stock price $ 2.50 $ 2.28 Exercise price $ 2.50 $ 2.28 Contractually defined remaining term 5.0 5.0 Contractually defined volatility 135 % 135 % Dividend yield 0 % 0 % Risk-free interest rate 1.270 % 0.381 % |
Schedule of fair value of the financial instruments | The following table sets forth a summary of the changes in the estimated fair value of the financial instruments during the years ended December 31, 2021 and 2020: Schedule of fair value of the financial instruments December 31, 2021 2020 Beginning balance $ 4,192,000 $ 9,000 Recognition of financial instruments 4,239,000 4,958,000 Change in fair value 542,000 49,000 Extinguishment (4,724,000 ) (824,000 ) Ending balance $ 4,249,000 $ 4,192,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: Schedule of supplemental balance sheet information related to leases December 31, December 31, Operating right-of-use assets $ 5,243,000 $ 4,318,000 Operating lease liability - current 1,123,000 524,000 Operating lease liability - non-current 4,213,000 3,855,000 |
Schedule of lease expenses | The components of lease expenses for the years ended December 31, 2021 and 2020, were as follows: Schedule of lease expenses Year Ended December 31, 2021 2020 Operating lease cost $ 1,406,000 $ 951,000 Short-term lease cost - - Variable lease cost - 107,000 |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the years ended December 31, 2021 and 2020: Schedule of supplemental cash flow information related to leases December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,008,000 $ 1,024,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,875,000 $ - Weighted-average remaining lease term - operating leases 6.1 7.3 Weighted-average discount rate - operating leases 8.0 % 10.0 % |
Schedule of maturities of operating lease liabilities | Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: Schedule of maturities of operating lease liabilities Payments due by period 2022 $ 1,684,000 2023 1,404,000 2024 1,298,000 2025 914,000 2026 712,000 Thereafter 1,817,000 Total lease payments 7,829,000 Less interest (2,493,000 ) Present value of lease liabilities $ 5,336,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Schedule of notes payable | Notes payable at December 31, 2021 and 2020, were comprised of the following. Schedule of notes payable Interest Due Date December 31, December 31, Esousa purchased notes $ - $ 200,000 Short-term notes payable 12.0 2022 118,000 1,148,000 10% original issue discount senior secured notes 8.0 March 31, 2022 65,972,000 - AGREE Madison secured construction loans 7.0 January 1, 2025 55,055,000 Paycheck Protection Program Loans 1.0 - 1,162,000 Short-term bank line of credit 3.9 2021 960,000 1,421,000 Total notes payable $ 122,105,000 $ 3,931,000 Less: Unamortized debt discounts (27,496,000 ) - Total notes payable, net $ 94,609,000 $ 3,931,000 Less: current portion (39,554,000 ) (3,595,000 ) Other - 336,000 Notes payable – long-term portion $ 55,055,000 $ 336,000 |
Schedule Of Maturities | The contractual maturities of the Company’s notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of December 31, 2021 were: Schedule Of Maturities Year 2022 $ 67,504,000 2023 - 2024 - 2025 55,055,000 Total $ 122,559,000 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related Parties | |
Notes payable – related parties at December 31, 2021 and 2020, were comprised of the following: | Notes payable – related parties at December 31, 2021 and 2020, were comprised of the following: December 31, 2021 2020 Notes payable, related parties $ - $ 240,000 Less: current portion - (188,000 ) Notes payable, related parties – long-term portion $ - $ 52,000 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes | |
Convertible Notes Payable at December 31, 2021 and 2020, were comprised of the following: | Convertible Notes Payable at December 31, 2021 and 2020, were comprised of the following: Conversion Interest Due Date December 31, December 31, 4% Convertible promissory note $4.00 4% 2024 $ 660,000 $ 660,000 Less: Unamortized debt discounts (192,000 ) (274,000 ) Total convertible notes payable, net of financing cost, long term $ 468,000 $ 386,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020 | 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 (loss) U.S. Federal $ (24,644,000 ) $ (32,382,000 ) Foreign 803,000 (1,030,000 ) Total $ (23,841,000 ) $ (33,412,000 ) |
Schedule of deferred tax assets | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax assets are as follows: Schedule of deferred tax assets 2021 2020 Deferred tax asset: Allowance for doubtful accounts $ 361,000 $ 359,000 Unrealized losses 5,413,000 10,000 Obsolete inventory 375,000 3,000 Stock compensation 1,915,000 881,000 Other carryforwards 132,000 484,000 Net operating loss carryforwards 8,716,000 5,913,000 Lease liability 888,000 798,000 Credit loss 560,000 559,000 Accrued expenses 2,157,000 934,000 Total deferred tax asset 20,517,000 9,941,000 Deferred tax liability: Right-of-use assets (857,000 ) (756,000 ) Fixed assets, net (3,937,000 ) (160,000 ) Intangible assets, net (256,000 ) (1,000 ) Total deferred income tax liabilities (5,050,000 ) (917,000 ) Net deferred income tax assets 15,467,000 9,024,000 Valuation allowance (15,467,000 ) (9,038,000 ) Deferred tax asset (liability), net $ - $ (14,000 ) |
Schedule of reconciliation of income tax attributable to operations | The net income tax provision (benefit) consisted of the following: Schedule of net income tax benefit 2021 2020 Current U.S. Federal $ 69,000 $ - U.S. State 35,000 - Foreign 26,000 25,000 Total current provision 130,000 25,000 Deferred U.S. Federal - - U.S. State - - Foreign - (49,000 ) Total deferred provision (benefit) 130,000 (24,000 ) Total provision (benefit) for income taxes $ 130,000 $ (24,000 ) The Company’s effective tax rates were 0.9 0.1 21 Schedule of reconciliation of income tax attributable to operations 2021 2020 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit 6.1 % 8.1 % Foreign rate differential 0.3 % - 0.3 % Section 382 limitation 0.0 % - 34.7 % PPP forgiveness 0.4 % 0.0 % Effect of change in valuation allowance - 26.0 % 21.1 % Beneficial conversion feature 0.0 % - 0.1 % Deconsolidation of I.AM 0.0 % 1.5 % Loss on extinguishment of debt 0.0 % - 9.8 % Return to provision adjustment 0.0 % - 7.8 % Permanent differences - 0.1 % 0.0 % IRC Section 162(m) compensation limitation - 0.7 % 0.0 % Excess tax benefit - windfall/(shortfall) 0.7 % 0.0 % Other - 2.6 % 0.9 % Income tax benefit - 0.9 % - 0.1 % |
Schedule of reconciliation of income tax attributable to operations | The Company’s effective tax rates were 0.9 0.1 21 Schedule of reconciliation of income tax attributable to operations 2021 2020 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit 6.1 % 8.1 % Foreign rate differential 0.3 % - 0.3 % Section 382 limitation 0.0 % - 34.7 % PPP forgiveness 0.4 % 0.0 % Effect of change in valuation allowance - 26.0 % 21.1 % Beneficial conversion feature 0.0 % - 0.1 % Deconsolidation of I.AM 0.0 % 1.5 % Loss on extinguishment of debt 0.0 % - 9.8 % Return to provision adjustment 0.0 % - 7.8 % Permanent differences - 0.1 % 0.0 % IRC Section 162(m) compensation limitation - 0.7 % 0.0 % Excess tax benefit - windfall/(shortfall) 0.7 % 0.0 % Other - 2.6 % 0.9 % Income tax benefit - 0.9 % - 0.1 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share December 31, 2021 2020 Stock options 6,396,000 851,000 Restricted stock grants 2,775,000 - Warrants 20,015,000 3,309,000 Convertible notes 165,000 441,000 Conversion of preferred stock 2,000 2,000 Total 29,353,000 4,603,000 |
SEGMENT AND CUSTOMERS INFORMA_2
SEGMENT AND CUSTOMERS INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC 280. | The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC 280. Segment information for the year ended December 31, 2021: GWW TurnOnGreen Ault Crypto- Real Estate Ault Holding Total Revenue $ 25,581,000 $ 5,346,000 $ 192,000 $ - $ - $ - $ - $ 31,119,000 Revenue, cryptocurrency mining, net - - - 3,450,000 - - - 3,450,000 Revenue, commercial real estate - - - 788,000 - - - 788,000 Revenue, lending and trading - - 16,854,000 - - - - 16,854,000 Revenue, hotel - - - - 189,000 - - 189,000 Total revenues $ 25,581,000 $ 5,346,000 $ 17,046,000 $ 4,238,000 $ 189,000 $ - $ - $ 52,400,000 Depreciation and amortization $ 876,000 $ 25,000 $ - $ 1,384,000 $ 138,000 $ - $ 55,000 $ 2,478,000 Income (loss) from operations $ (1,298,000 ) $ (1,518,000 ) $ 3,794,000 $ 1,541,000 $ (194,000 ) $ (20,000 ) $ (20,666,000 ) $ (18,361,000 ) Capital expenditures for the year $ 947,000 $ 18,000 $ - $ 85,927,000 $ 86,884,000 $ - $ 217,000 $ 173,993,000 Identifiable assets as of December $ 33,716,000 $ 4,601,000 $ 81,415,000 $ 99,590,000 $ 93,838,000 $ 119,335,000 $ 57,791,000 $ 490,286,000 Segment information for the year ended December 31, 2020: GWW TurnOnGreen Ault Holding Total Revenue $ 18,213,000 $ 5,416,000 $ - $ - $ 23,629,000 Revenue, lending and trading activities - - 242,000 - 242,000 Total revenues $ 18,213,000 $ 5,416,000 $ 242,000 $ - $ 23,871,000 Depreciation and amortization expense $ 508,000 $ 33,000 $ 175,000 $ 12,000 $ 728,000 Income (loss) from operations $ (955,000 ) $ (117,000 ) $ 19,000 $ (4,980,000 ) $ (6,033,000 ) Capital expenditures for the year ended December 31, 2021 $ 550,000 $ 26,000 $ 3,000 $ 3,000 $ 582,000 Identifiable assets as of December 31, 2020 $ 30,194,000 $ 2,207,000 $ 4,515,000 $ 38,727,000 $ 75,643,000 |
The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: | 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 Year Ended December 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 9,575,000 18 % For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 7,742,000 32 % Customer B $ 2,502,000 10 % |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 15,912,000 | $ 18,680,000 |
Working capital | $ 11,500,000 |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash consist of the following: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 15,912,000 | $ 18,680,000 |
Restricted cash | 5,321,000 | |
Total cash, cash equivalents and restricted cash | $ 21,233,000 | $ 18,680,000 |
Schedule Of Estimated Useful Li
Schedule Of Estimated Useful Life of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software and Software Development Costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 3 years |
Software and Software Development Costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 10 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 29 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 39 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life | Over the term of the lease or the life of the asset, whichever is shorter. |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accrued revenue | $ 2,300,000 | $ 1,700,000 |
Cash and cash equivalents | 15,912,000 | 18,680,000 |
Marketable securities | 40,380,000 | 2,563,000 |
Allowance | 1,400,000 | 9,000 |
Company's restaurant equipment, net of depreciation | 500,000 | |
Impairment charges | 1,000,000 | |
Redeemable noncontrolling interest in equity | 116,700,000 | |
Offering costs incurred | 12,900,000 | |
Subsidiaries [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of commomn stock value | 116,700,000 | |
Subsidiaries [Member] | Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale of commomn stock value | $ 4,100,000 | |
Domain Name And Other Intangible Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 3 years | |
Domain Name And Other Intangible Assets [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 5 years | |
Noncompete Agreements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 3 years | |
U K [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash and cash equivalents | $ 933,000 | 885,000 |
Israel Area [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash and cash equivalents | $ 58,000 | $ 19,000 |
The Company_s disaggregated rev
The Company’s disaggregated revenues consist of the following for the year ended December 31, 2021: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 35,546,000 | $ 23,629,000 |
Revenue lending and trading activities | 16,854,000 | |
Revenue from Contract with Customer, Including Assessed Tax | 52,400,000 | 23,871,000 |
R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,905,000 | 4,330,000 |
Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,888,000 | 473,000 |
Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,941,000 | 8,072,000 |
Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 241,000 | 1,482,000 |
Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 794,000 | 1,012,000 |
E V Chargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,000 | |
Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,140,000 | 8,260,000 |
Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,450,000 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,169,000 | |
Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,790,000 | 14,357,000 |
Services Transferred Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,756,000 | |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,943,000 | 11,218,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,949,000 | 2,329,000 |
Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,803,000 | 9,273,000 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 851,000 | 809,000 |
G W W [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25,581,000 | 18,213,000 |
Revenue from Contract with Customer, Including Assessed Tax | 25,581,000 | 18,213,000 |
G W W [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,905,000 | 4,330,000 |
G W W [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,888,000 | 473,000 |
G W W [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,613,000 | 2,656,000 |
G W W [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 241,000 | 1,482,000 |
G W W [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 794,000 | 1,012,000 |
G W W [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,140,000 | 8,260,000 |
G W W [Member] | Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,825,000 | 8,941,000 |
G W W [Member] | Services Transferred Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,756,000 | 9,272,000 |
G W W [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,788,000 | 6,718,000 |
G W W [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,492,000 | 1,879,000 |
G W W [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,803,000 | 9,273,000 |
G W W [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 498,000 | 343,000 |
Turn On Green [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,346,000 | 5,416,000 |
Revenue from Contract with Customer, Including Assessed Tax | 5,346,000 | |
Turn On Green [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,328,000 | 5,416,000 |
Turn On Green [Member] | E V Chargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,000 | |
Turn On Green [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 192,000 | |
Turn On Green [Member] | Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,346,000 | 5,416,000 |
Turn On Green [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,536,000 | 4,500,000 |
Turn On Green [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 457,000 | 450,000 |
Turn On Green [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 353,000 | 466,000 |
D P Lending [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 192,000 | |
Revenue lending and trading activities | 16,854,000 | 242,000 |
Revenue from Contract with Customer, Including Assessed Tax | 17,046,000 | $ 242,000 |
D P Lending [Member] | Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 192,000 | |
D P Lending [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 192,000 | |
Cryptocurrency [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,238,000 | |
Revenue from Contract with Customer, Including Assessed Tax | 4,238,000 | |
Cryptocurrency [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,450,000 | |
Cryptocurrency [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 788,000 | |
Cryptocurrency [Member] | Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,238,000 | |
Cryptocurrency [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,238,000 | |
Real Estate One [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 189,000 | |
Revenue from Contract with Customer, Including Assessed Tax | 189,000 | |
Real Estate One [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 189,000 | |
Real Estate One [Member] | Goods Transferred At A Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 189,000 | |
Real Estate One [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 189,000 |
The following tables summarize
The following tables summarize the major classes of line items included in loss from discontinued operations: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 543,000 | |
Cost of revenue | (160,000) | |
General and administrative | (556,000) | |
Impairment of property and equipment and right-of-use assets | (1,525,000) | |
Gain on deconsolidation of I.AM | 2,359,000 | |
Income from discontinued operations | $ 661,000 |
The following table sets forth
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | $ 203,659,000 | $ 4,275,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 170,335,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 33,324,000 | 1,712,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 2,842,000 | 797,000 | |
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 797,000 | ||
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Avalanche International Corp [Member] | Common Stock 11 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 653,000 | ||
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 2,563,000 | ||
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 653,000 | ||
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
A V L P Related Party [Member] | Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 2,842,000 | ||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 13,230,000 | ||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 13,230,000 | ||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 40,380,000 | 2,563,000 | |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 40,380,000 | ||
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Cash And Marketable Securities Held In Trust [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 116,725,000 | ||
Cash And Marketable Securities Held In Trust [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 116,725,000 | ||
Debt Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 30,482,000 | 262,000 | |
Debt Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | $ 30,482,000 | 262,000 | |
Debt Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities |
The following table summarizes
The following table summarizes the changes in investments in equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2021: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of warrants | $ 542,000 | $ 49,000 |
Conversion of loans to equity securities | 4,250,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at January 1, 2021 | 262,000 | |
Investment in convertible preferred stock | 14,950,000 | |
Investment in warrants | 2,673,000 | |
Change in fair value of warrants | 8,224,000 | |
Conversion of loans to equity securities | 3,520,000 | |
Unrealized gains on equity securities | 2,510,000 | |
Conversion to marketable securities | (1,657,000) | |
Balance at December 31, 2021 | $ 30,482,000 | $ 262,000 |
Marketable securities in equity
Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2021 and 2020: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | ||
Payments to Acquire Investments | $ 2,500,000 | |
Common Stock [Member] | ||
Net Investment Income [Line Items] | ||
Payments to Acquire Investments | 53,475,000 | 1,506,000 |
Unrealized Gain (Loss) on Securities | 32,000 | 1,083,000 |
Debt and Equity Securities, Gain (Loss) | (13,127,000) | (26,000) |
Mortgage-backed Securities Available-for-sale, Fair Value Disclosure | $ 40,380,000 | $ 2,563,000 |
The following table presents ad
The following table presents additional information about marketable equity securities: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | ||
Sales of marketable equity securities | $ (4,062,000) | $ (373,000) |
Realized gains on marketable equity securities | 1,924,000 | |
Unrealized losses on marketable equity securities | (1,327,000) | 919,000 |
Purchases of marketable equity securities | 2,500,000 | |
Realized losses on marketable equity securities | 21,187,000 | 75,000 |
Equity Securities [Member] | ||
Net Investment Income [Line Items] | ||
Balance at January 1, 2021 | 2,563,000 | 640,000 |
Purchases of marketable equity securities in operations | 385,235,000 | 1,425,000 |
Sales of marketable equity securities | (4,062,000) | (373,000) |
Realized gains on marketable equity securities | 27,377,000 | 75,000 |
Unrealized losses on marketable equity securities | (14,127,000) | 796,000 |
Purchases of marketable equity securities | 2,765,000 | |
Conversion of debt securities to marketable securities | 2,656,000 | |
Sales of marketable equity securities in operations | (355,837,000) | |
Realized losses on marketable equity securities | (6,190,000) | |
Balance at December 31, 2021 | $ 40,380,000 | $ 2,563,000 |
At December 31, 2021 and 2020,
At December 31, 2021 and 2020, inventories consisted of: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 2,421,000 | $ 1,189,000 |
Work-in-progress | 1,107,000 | 1,923,000 |
Finished products | 1,954,000 | 262,000 |
Total inventories | $ 5,482,000 | $ 3,374,000 |
At December 31, 2021 and 2020_2
At December 31, 2021 and 2020, property and equipment consisted of: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 179,121,000 | $ 5,466,000 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (5,096,000) | (3,343,000) |
Property, Plant and Equipment, Net | 174,025,000 | 2,123,000 |
Cryptocurrency Machines And Related Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,763,000 | 567,000 |
Deposits On Cryptocurrency Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 64,117,000 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,884,000 | 3,057,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 702,000 | 490,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 25,696,000 | 0 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 67,209,000 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,750,000 | $ 1,352,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Cost, Depreciation | $ 2,100,000 | $ 400,000 |
At December 31, 2021 and 2020_3
At December 31, 2021 and 2020, intangible assets consisted of: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 5,746,000 | $ 5,682,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,711,000) | (1,292,000) |
Intangible Assets, Net (Excluding Goodwill) | 4,035,000 | 4,390,000 |
Trademarks and Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,546,000 | 1,551,000 |
Customer Lists [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,486,000 | 3,441,000 |
Customer Lists [Member] | Minimum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Lists [Member] | Maximum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 14 years | |
Domain Name And Other Intangible Assets [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 714,000 | $ 690,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
The following table presents es
The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 319,000 |
2023 | 319,000 |
2024 | 319,000 |
2025 | 319,000 |
2026 | 319,000 |
Thereafter | 894,000 |
Estimated amortization expense | $ 2,489,000 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 375,000 | $ 336,000 |
The following table summarize_2
The following table summarizes the changes in the Company’s goodwill for the years ended December 31, 2021 and 2020: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Following Table Summarizes Changes In Companys Goodwill For Years Ended December 31 2021 And 2020 | ||
Goodwill, Beginning Balance | $ 9,646,000 | $ 8,101,000 |
Goodwill, Purchase Accounting Adjustments | 278,000 | 1,148,000 |
Goodwill, Foreign Currency Translation Gain (Loss) | 166,000 | 397,000 |
Goodwill, Ending Balance | $ 10,090,000 | $ 9,646,000 |
Investments in Alzamend and Aul
Investments in Alzamend and Ault & Company at December 31, 2021 and 2020, were comprised of the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued interest receivable Ault & Company and Alzamend | $ 169,000 | $ 1,000 |
Avalanche International Corp And Alzamend [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Short-term advance in Alzamend | 750,000 | |
Investment in convertible promissory note of Alzamend | 50,000 | |
Interest Rate On Promissory Note One | 800.00% | |
[custom:DueDatePromissoryNoteOneOfAvlp] | Dec. 31, 2022 | |
Investment in promissory note of Ault & Company | $ 2,500,000 | |
Other | 173,000 | 203,000 |
Total investment in promissory notes, related parties gross | 2,842,000 | 1,004,000 |
Less: original issue discount | (4,000) | |
Total investment in promissory notes, related parties | 2,842,000 | 1,000,000 |
[custom:InvestmentsInWarrantsOfAlzamend] | 11,000 | |
[custom:InvestmentInCommonStockOne] | 13,230,000 | 642,000 |
[custom:InvestmentInWarrantsAndCommonStockOneOfAvlpAndAlzamend] | $ 13,230,000 | $ 653,000 |
The following table summarize_3
The following table summarizes the changes in the Company’s investments in Alzamend and Ault & Company during the years ended December 31, 2021 and 2020: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Fair Value Adjustment of Warrants | $ 542,000 | $ 49,000 |
[custom:FairValueAdjustmentOfWarrants1] | 542,000 | 49,000 |
Avalanche International Corp And Alzamend [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 1,653,000 | 792,000 |
[custom:InvestmentInConvertiblePromissoryNotes] | (800,000) | 38,000 |
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | 2,500,000 | 44,000 |
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | 12,000 | |
[custom:InvestmentInCommonStock1] | 1,000 | 750,000 |
[custom:InvestmentInWarrantsOfAlzamend] | 38,000 | |
[custom:AccretionOfDiscount] | 4,000 | 8,000 |
Fair Value Adjustment of Warrants | 2,786,000 | (30,000) |
[custom:ShortTermAdvanceInAlzamend] | 750,000 | |
[custom:UnrealizedGainOnWarrant] | (7,772,000) | 1,000 |
Investment in common stock and options of Alzamend | 18,181,000 | |
[custom:UnrealizedGainOnWarrantOne] | (5,604,000) | |
[custom:FairValueAdjustmentOfWarrants1] | (30,000) | |
Investment Income, Interest | 168,000 | |
Ending Balance | 16,072,000 | 1,653,000 |
Avalanche International Corp And Alzamend [Member] | Warrants And Common Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 653,000 | 559,000 |
[custom:InvestmentInConvertiblePromissoryNotes] | ||
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | 44,000 | |
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | 12,000 | |
[custom:InvestmentInCommonStock1] | 1,000 | |
[custom:InvestmentInWarrantsOfAlzamend] | 38,000 | |
[custom:AccretionOfDiscount] | ||
Fair Value Adjustment of Warrants | 2,786,000 | |
[custom:UnrealizedGainOnWarrant] | (7,772,000) | |
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | ||
Investment in common stock and options of Alzamend | 18,181,000 | |
[custom:UnrealizedGainOnWarrantOne] | (5,604,000) | |
Investment Income, Interest | ||
Ending Balance | 13,230,000 | 653,000 |
Avalanche International Corp And Alzamend [Member] | Convertible Promissory Note [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 1,000,000 | 233,000 |
[custom:InvestmentInConvertiblePromissoryNotes] | (800,000) | 38,000 |
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | 2,500,000 | 750,000 |
[custom:InvestmentInCommonStock1] | ||
[custom:AccretionOfDiscount] | 4,000 | 8,000 |
Fair Value Adjustment of Warrants | ||
[custom:ShortTermAdvanceInAlzamend] | (30,000) | (30,000) |
[custom:UnrealizedGainOnWarrant] | ||
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | 1,000 | |
Investment Income, Interest | 168,000 | |
Ending Balance | $ 2,842,000 | $ 1,000,000 |
Equity investments in an uncons
Equity investments in an unconsolidated entity, AVLP, at December 31, 2021 and 2020, were comprised of the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Avalanche International Corp And Alzamend [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
[custom:DueDatePromissoryNoteOfAvlp1] | 2022-2026 | |
Investment in convertible promissory notes of AVLP | $ 21,399,000 | $ 11,269,000 |
Accrued interest in convertibe promissory note of AVLP | 2,092,000 | 2,025,000 |
Investment in convertible promissory note gross | 24,091,000 | 13,894,000 |
Provision for loan losses | (2,000,000) | 3,424,000 |
[custom:ProvisionForLoanLosses] | 2,000,000 | (3,424,000) |
Total Investment In Convertible Promissory Note Of Avlp | 22,091,000 | 10,470,000 |
Investment in warrants of AVLP | 4,987,000 | |
Investment In Common Stock | 39,000 | 500,000 |
Investment In Warrants And Common Stock Of Avlp And Alzamend | 39,000 | 5,487,000 |
Other Investment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other | $ 600,000 | $ 600,000 |
The following table summarize_4
The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the years ended December 30, 2021 and 2020: (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Provision for lan losses | $ (2,000,000) | |||
Fair value of warrants issued by AVLP | 542,000 | 49,000 | ||
Loss from equity investment | 311,000 | |||
Avalanche International Corp And Alzamend [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
[custom:TotalInvestmentInNet1-0] | 22,130,000 | 15,957,000 | $ 8,710,000 | |
[custom:InvestmentInConvertiblePromissoryOneNotes] | $ 1,330,000 | 7,344,000 | ||
[custom:InvestmentInCommonStock1] | 1,000 | 750,000 | ||
[custom:FairValueOfDerivativeInstrumentsIssuedByAVLP] | 344,000 | |||
Unrealized Gain In Common Stock of AVLP | 3,312,000 | |||
[custom:UnrealizedLossInCommonStockOfAvlp] | 260,000 | |||
Provision for lan losses | 2,000,000 | |||
Fair value of warrants issued by AVLP | 2,786,000 | (30,000) | ||
Unrealized loss in warrants of AVLP | (7,772,000) | 1,000 | ||
Unrealized Loss In Common Stock Of Avlp And Alzamend | (150,000) | |||
Loss from equity investment | (311,000) | |||
Accretion of discount | 4,210,000 | |||
Accrued interest | 66,000 | |||
Avalanche International Corp And Alzamend [Member] | Warrants And Common Stock [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
[custom:TotalInvestmentInNet1-0] | 39,000 | 5,486,000 | 1,569,000 | |
[custom:InvestmentInCommonStock1] | 1,000 | |||
[custom:FairValueOfDerivativeInstrumentsIssuedByAVLP] | 344,000 | |||
Unrealized Gain In Common Stock of AVLP | 3,312,000 | |||
[custom:UnrealizedLossInCommonStockOfAvlp] | 260,000 | |||
Provision for lan losses | ||||
Fair value of warrants issued by AVLP | 2,786,000 | |||
Unrealized loss in warrants of AVLP | (7,772,000) | |||
Unrealized Loss In Common Stock Of Avlp And Alzamend | (150,000) | |||
Loss from equity investment | (311,000) | |||
Accretion of discount | ||||
Accrued interest | ||||
Avalanche International Corp And Alzamend [Member] | Convertible Promissory Note [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
[custom:TotalInvestmentInNet1-0] | 22,091,000 | $ 10,471,000 | $ 7,141,000 | |
[custom:InvestmentInConvertiblePromissoryOneNotes] | $ 1,330,000 | 7,344,000 | ||
[custom:InvestmentInCommonStock1] | ||||
[custom:FairValueOfDerivativeInstrumentsIssuedByAVLP] | ||||
Unrealized Gain In Common Stock of AVLP | ||||
[custom:UnrealizedLossInCommonStockOfAvlp] | ||||
Provision for lan losses | 2,000,000 | |||
Fair value of warrants issued by AVLP | ||||
Unrealized loss in warrants of AVLP | ||||
Unrealized Loss In Common Stock Of Avlp And Alzamend | ||||
Loss from equity investment | ||||
Accretion of discount | 4,210,000 | |||
Accrued interest | $ 66,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP (Details Narrative) - USD ($) $ in Millions | Jun. 04, 2021 | Apr. 13, 2021 |
Loan Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Face Amount | $ 20 | $ 15 |
INVESTMENTS IN LIMITED PARTNE_2
INVESTMENTS IN LIMITED PARTNERSHIP (Details Narrative) | Dec. 31, 2021USD ($) |
N Y Partnership [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Real estate investment | $ 1,900,000 |
CONSOLIDATED VARIABLE INTERES_2
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Consolidated Variable Interest Entity - Alpha Fund | |
Investment Owned, at Cost | $ 17,000,000 |
Investment Owned, Percent of Net Assets | 100.00% |
Purchase prices shares | $ / shares | $ 2.16 |
Treasury stock | $ 6,100,000 |
Upon initial measurement, compo
Upon initial measurement, components of the purchase price are as follows: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Prepaid and other current assets | $ 15,436,000 | $ 2,988,000 | |
Goodwill | 10,090,000 | $ 9,646,000 | $ 8,101,000 |
Relec [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 | ||
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 acquisation (Detail
Schedule of acquisation (Details) | Dec. 31, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Land Improvements | $ 9,021,000 |
Investment Building and Building Improvements | 60,265,000 |
Fixtures and Equipment, Gross | 2,048,000 |
Assets acquired | $ 71,334,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - Relec [Member] - Stock Purchase Agreement [Member] | Nov. 30, 2020USD ($) |
Business Acquisition [Line Items] | |
Purchase price | $ 3,800,000 |
Earn out payments | 3,600,000 |
Sale of asset | 667,000 |
G B P [Member] | |
Business Acquisition [Line Items] | |
Sale of asset | $ 500,000 |
EXECUTIVE CHAIRMAN RELOCATION_2
EXECUTIVE CHAIRMAN RELOCATION BENEFIT (Details Narrative) | Feb. 23, 2021USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Payments for purchase | $ 254,000 |
Board of Directors Chairman [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Payments for purchase | $ 2,700,000 |
Schedule of exercise price (Det
Schedule of exercise price (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 2.15 |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1,352 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,395,919 |
Weighted Average Remaining Contractual Life (Years) | 9 years 9 months |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.50 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 266,991 |
Issuances Outside Of Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1.79 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 850,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.79 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 708,221 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.79 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 8 months 19 days |
Issuances Outside Of Plans 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 2,150,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.54 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 3 months 29 days |
Issuances Outside Of Plans 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.33 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 708,221 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.79 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 1 month 27 days |
Total Options [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1.79 |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1,352 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 6,395,919 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.42 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 975,212 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2.47 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 5 months 20 days |
Minimum [Member] | Issuances Outside Of Plans 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 2.46 |
Minimum [Member] | Issuances Outside Of Plans 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 1.79 |
Maximum [Member] | Issuances Outside Of Plans 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 2.55 |
Maximum [Member] | Issuances Outside Of Plans 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 2.55 |
Exercise Price Range 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,395,000 |
Weighted Average Remaining Contractual Life (Years) | 9 years 9 months |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.35 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 266,152 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2.51 |
Exercise Price Range 1 [Member] | Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 2.15 |
Exercise Price Range 1 [Member] | Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 2.62 |
Exercise Price Range 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 894 |
Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 12 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 537.34 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 814 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 535.12 |
Exercise Price Range 2 [Member] | Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 480 |
Exercise Price Range 2 [Member] | Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 560 |
Exercise Price Range 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 25 |
Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 12 days |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1,336 |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 25 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1,336 |
Exercise Price Range 3 [Member] | Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 1,208 |
Exercise Price Range 3 [Member] | Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 1,352 |
Exercise Price Range 4 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 4.26 |
The total stock-based compensat
The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the year ended December 31, 2021 and 2020, was comprised as follows: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
General and administrative | $ 7,750,000 | $ 1,106,000 |
Total stock-based compensation | $ 7,750,000 | $ 1,106,000 |
A summary of option activity un
A summary of option activity under the Company’s stock option plans as of December 31, 2021 and 2020, and changes during the years ended are as follows: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 6,693 | 103,105 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 925 | 1,388 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 564 | $ 636 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 10 months 24 days | 6 years 3 months 29 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 |
Restricted Stock Award | (1,270,000) | (96,875) |
Forfeited | 6 | 463 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (6) | (463) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 1,352 | $ 781 |
Authorized | 7,500,000 | |
Stock Options Granted | (3,395,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.35 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 2,841,699 | 6,693 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 3,395,919 | 925 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 2.52 | $ 564 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | May 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized compensation cost | $ 11,600,000 | ||
Weighted average period | 2 years 1 month 6 days | ||
Share-based Payment Arrangement, Expense | $ 629,000 | ||
Mr Read And Mr Long [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized compensation cost | $ 429,000 | ||
Weighted average period | 2 years 4 months 24 days | ||
Chief Executive Officer [Member] | Common Stock [Member] | Subsidiaries [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 14.64 | ||
Chief Executive Officer [Member] | Common Stock [Member] | Enertec [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 27,889 | ||
Expenses related to te warrant | $ 813,405 |
Schedule of warrants (Details)
Schedule of warrants (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at beginning | 3,315,560 | 79,018 |
Outstanding at December 31, 2020 | $ 6.19 | $ 206.57 |
Outstanding at December 31, 2020 | 4 years 3 months 8 days | 3 years 8 months 26 days |
[custom:WarrantOutstandingInAgrregateIntrinsicValue-1] | $ 4,220,327 | $ 7,735 |
Granted | 18,665,252 | 4,156,150 |
Granted | $ 2.47 | $ 1.47 |
Forfeited | (397) | (474) |
Forfieted | $ 8 | $ 880 |
Exercised | (1,965,628) | (919,134) |
[custom:WarrantExercisedInWeightedExercisePrice] | $ 2.42 | $ 1.62 |
Balance at end | 20,014,787 | 3,315,560 |
[custom:WarrantOutstandingWeightedExercisePrice-2] | $ 3.09 | $ 6.19 |
[custom:WarrantOutstandingInWeightedAverageRemainingContractualTerm-2] | 4 years 8 months 2 days | 4 years 3 months 8 days |
[custom:WarrantOutstandingInAgrregateIntrinsicValue-2] | $ 4,256,888 | $ 4,220,327 |
Schedule of common stock warran
Schedule of common stock warrants outstanding (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Exercise Price 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 6,500 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 6,500 |
Exercise Price 1 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | |
Exercise Price 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 19,936,640 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 19,936,640 |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 4 years 8 months 5 days |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 2.31 |
Exercise Price 2 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 0.88 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 0.88 |
Exercise Price 2 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 3.01 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | $ 3.01 |
Exercise Price 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 53,055 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 53,055 |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 2 years 4 months 20 days |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 12.78 |
Exercise Price 3 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 8 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 8 |
Exercise Price 3 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 19.80 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | $ 19.80 |
Exercise Price 4 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 16,225 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 16,225 |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 1 year 2 months 12 days |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 733.40 |
Exercise Price 4 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 440 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 440 |
Exercise Price 4 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 920 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | $ 920 |
Exercise Price 5 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 2,367 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 2,367 |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 1 year 2 months 5 days |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 1,404.85 |
Exercise Price 5 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 1,040 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 1,040 |
Exercise Price 5 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | 2,000 |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | $ 2,000 |
Exercise Price 6 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 20,014,787 |
[custom:ClassOfWarrantOrRightExercisable-0] | shares | 20,014,787 |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 4 years 8 months 2 days |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 3.09 |
Exercise Price 6 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class Of Warrants Or Right Exercisable Price | $ 2,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Number of prohibited warrants to purchase shares | 16,037,858 | ||
Warrant exercise price (in dollars per share) | $ 2.50 | $ 2.50 | |
Principal amount | $ 66 | $ 66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Minimum [Member] | |||
Warrant exercise price (in dollars per share) | $ 2.29 | $ 1.79 | $ 2.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 8 months 12 days | 4 years 1 month 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 150.00% | 99.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.00% | 0.40% |
Schedule of other current liabi
Schedule of other current liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 6,902,000 | $ 7,043,000 |
Accrued payroll and payroll taxes | 5,027,000 | 1,412,000 |
Financial instruments | 4,249,000 | 4,192,000 |
Accrued legal | 2,637,000 | 1,777,000 |
Other accrued expenses | 3,887,000 | 2,590,000 |
total | $ 22,702,000 | $ 17,014,000 |
Schedule of Financial Instrumen
Schedule of Financial Instrument (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Stock price | $ 2.50 | $ 2.28 |
Exercise price | $ 2.50 | $ 2.28 |
Contractually defined remaining term | 5 years | |
Contractually defined volatility | 135.00% | 135.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.27% | 0.381% |
Schedule of fair value of the f
Schedule of fair value of the financial instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Balance at beginning | $ 4,192,000 | $ 9,000 |
Recognition of financial instruments | 4,239,000 | 4,958,000 |
Change in fair value | 542,000 | 49,000 |
Extinguishment | (4,724,000) | (824,000) |
Balance at end | $ 4,249,000 | $ 4,192,000 |
INVESTMENT MARGIN ACCOUNTS PA_2
INVESTMENT MARGIN ACCOUNTS PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Investment Margin Accounts Payable | |
Increase (Decrease) in Securities Borrowed | $ 18,500,000 |
[custom:IncreaseInSecuritiesBorrowed] | $ 55,000 |
Schedule of supplemental balanc
Schedule of supplemental balance sheet information related to leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 5,243,000 | $ 4,318,000 |
Operating lease liability - current | 1,123,000 | 524,000 |
Operating lease liability - non-current | $ 4,213,000 | $ 3,855,000 |
Schedule of lease expenses (Det
Schedule of lease expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,406,000 | $ 951,000 |
Short-term lease cost | ||
Variable lease cost | $ 107,000 |
Schedule of supplemental cash f
Schedule of supplemental cash flow information related to leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,008,000 | $ 1,024,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,875,000 | |
Weighted-average remaining lease term - operating leases | 6 years 1 month 6 days | 7 years 3 months 19 days |
Weighted-average discount rate - operating leases | 8.00% | 10.00% |
Schedule of maturities of opera
Schedule of maturities of operating lease liabilities (Details) | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 1,684,000 |
2023 | 1,404,000 |
2024 | 1,298,000 |
2025 | 914,000 |
2026 | 712,000 |
Thereafter | 1,817,000 |
Total lease payments | 7,829,000 |
Less interest | (2,493,000) |
Present value of lease liabilities | $ 5,336,000 |
Schedule of notes payable (Deta
Schedule of notes payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 122,105,000 | $ 3,931,000 |
Debt Instrument, Unamortized Discount | (27,496,000) | |
[custom:TotalNotesPayableNetOfFinancingCost-0] | 94,609,000 | |
[custom:NotesPayableNet-0] | 3,931,000 | |
[custom:NotesPayableCurrent1-0] | 46,754,000 | |
Notes Payable, Current | 39,554,000 | 3,595,000 |
Other | 336,000 | |
Notes Payable, Noncurrent | 55,055,000 | 336,000 |
Note Payable To Dept Of Economic And Community Development [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 55,055,000 | |
Paycheck Protection Program Loans [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 1,162,000 | |
Short Term Bank Credit [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 960,000 | 1,421,000 |
Esousa Purchased Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 200,000 | |
Short Term Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 118,000 | 1,148,000 |
Debt, Weighted Average Interest Rate | 12.00% | |
Discount Senior Secured Notes [Member] | ||
Short-term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 8.00% | |
Notes Payable To Wells Fargo [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 65,972,000 | |
Madison Secured Construction Loans [Member] | ||
Short-term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 7.00% | |
Paycheck Protection Program Loans [Member] | ||
Short-term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 1.00% | |
Short Term Bank Line Of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 3.90% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2021 | |
Short-term Debt [Line Items] | |||
Amortization of debt discount | $ 1,100,000 | $ 7,300,000 | |
Number of shares issued (in shares) | shares | 217,398 | ||
Securities Purchase Agreement [Member] | Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate | 8.00% | ||
Principal amount | $ 66,000,000 | ||
Percentage of original issue discount | 10.00% | ||
Securities Purchase Agreement [Member] | Promissory Note [Member] | Common Class B [Member] | |||
Short-term Debt [Line Items] | |||
Number of shares issued (in shares) | shares | 1,942,508 | ||
Excercise price (in dollar per shares) | $ / shares | $ 2.50 | ||
Securities Purchase Agreement [Member] | Promissory Note [Member] | Warrant [Member] | |||
Short-term Debt [Line Items] | |||
Number of shares issued (in shares) | shares | 14,095,350 | ||
Excercise price (in dollar per shares) | $ / shares | $ 2.50 | ||
Collaborative Arrangement [Member] | Construction Loan Payable [Member] | |||
Short-term Debt [Line Items] | |||
Construction loan | $ 55,100,000 | ||
Desciption of loan agreement | The loans accrue interest at a rate equal to the greater of (i) the LIBOR Rate plus 675 basis points or (ii) 7% per annum |
Notes payable _ related parti_3
Notes payable – related parties at December 31, 2021 and 2020, were comprised of the following: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable Related Parties | ||
Notes payable, related parties | $ 240,000 | |
Less: current portion | (188,000) | |
Notes payable, related parties – long-term portion | $ 52,000 |
Convertible Notes Payable at De
Convertible Notes Payable at December 31, 2021 and 2020, were comprised of the following: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt discounts | $ (192,000) | $ (274,000) |
Total convertible notes payable, net of financing cost | $ 468,000 | 386,000 |
Convertible Debt Three [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 4 | |
Interest rate on convertible note | 4.00% | |
Convertible note | $ 660,000 | $ 660,000 |
CONVERTIBLE NOTE _ RELATED PA_2
CONVERTIBLE NOTE – RELATED PARTY (Details Narrative) - USD ($) | Feb. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 20, 2020 |
Common Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 600,000 | |||
Shares converted | 300,000 | 400,000 | ||
Convertible Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 1,000,000 | |||
Interest rate | 8.00% | |||
Maturity date | Aug. 5, 2020 | |||
Convertible Promissory Note [Member] | Common Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Conversion price (in dollars per share) | $ 1.45 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 27, 2021 | Nov. 28, 2018 | Dec. 31, 2021 |
Ding Gu [Member] | |||
Loss Contingencies [Line Items] | |||
Damages amount | $ 1,100,000 | ||
Blockchain Mining Supply And Services Ltd [Member] | |||
Loss Contingencies [Line Items] | |||
Damages amount | $ 1,388,495 | ||
Gigatronics Incorporated Share Exchange Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Contract Termination Claims, Description | On December 27, 2021, the Company and GWW entered into a share exchange agreement with Giga-tronics Incorporated, a California corporation (“GIGA”). Pursuant to the exchange agreement, GIGA will acquire all of the outstanding shares of capital stock of GWW in exchange for issuing to the Company 2,920,085 shares of GIGA’s common stock and 514.8 shares of a new series of preferred stock which are convertible into an aggregate of 3,960,043 shares of GIGA common stock, subject to adjustment, and the assumption of GWW’s equity awards representing, on an as-assumed basis, 249,875 shares of GIGA’s restricted shares of common stock (the “Exchange Transaction”). Completion of the Exchange Transaction is subject to the approval of GIGA’s shareholders and customary closing conditions. | ||
Primary Sponsorship Agreement With Ed Carpenter Racing [Member] | |||
Loss Contingencies [Line Items] | |||
Contract Termination Claims, Description | The Company entered into an advertising sponsorship agreement. The sponsorship fee is $5.5 million per year, subject to certain termination provisions. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 11, 2021 | May 12, 2021 | Jan. 22, 2021 | Dec. 17, 2020 | Oct. 02, 2020 | Aug. 20, 2020 | Mar. 04, 2020 | Dec. 23, 2019 | Dec. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jan. 31, 2021 |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | |||||||||||
Preferred stock remaining authorized | 23,497.50 | ||||||||||||
Number of shares issued (in shares) | 217,398 | ||||||||||||
Shares of its common stock in satisfaction of accrued liabilities | $ 639,991 | ||||||||||||
Principal amount | 6,411,795 | $ 200,000 | |||||||||||
Accrued interest | 2,196,599 | ||||||||||||
Accrued Liabilities, Current | $ 5,027,000 | 1,412,000 | $ 5,027,000 | ||||||||||
Esousa Holdings [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Accrued Liabilities, Current | 16,000 | $ 16,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued for services | 125 | ||||||||||||
Number of shares agreed to purchase, value | $ 919,134 | ||||||||||||
Number of shares issued (in shares) | 814,095 | 413,793 | 2.4 | ||||||||||
Shares of its common stock in satisfaction of accrued liabilities | 234,000 | 9,632,219 | |||||||||||
Loss on extinguishment | 15,572,326 | ||||||||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||||||||
Description of exercise of warrants | $ 10 | ||||||||||||
Cash | $ 52,826 | $ 52,826 | |||||||||||
Common Stock [Member] | Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued (in shares) | 1.2 | ||||||||||||
Common Stock [Member] | Issuance 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued for services | $ 40,000,000 | ||||||||||||
At The Market Issuance Sales Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 200,000,000 | 39,978,350 | |||||||||||
Number of shares issued for services | $ 182,575 | ||||||||||||
Net proceeds from offering | $ 125,000,000 | $ 8,975,000 | |||||||||||
Number of shares issued for services (in shares) | 52,600,000 | 102,500 | |||||||||||
Share price (in dollars per share) | $ 1.78 | ||||||||||||
At The Market Issuance Sales Agreement [Member] | Issuance 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued for services (in shares) | 12,582,000 | ||||||||||||
At The Market Issuance Sales Agreement [Member] | Wilson Davis And Co Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 50 | $ 8,975,000 | |||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Promissory Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued (in shares) | 12,500 | ||||||||||||
Accrued Liabilities | $ 73,154 | ||||||||||||
Securities Purchase Agreement [Member] | Ault And Company [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares agreed to purchase | 1,000,000 | 275,862 | 660,667 | ||||||||||
Number of shares agreed to purchase, value | $ 2,990,000 | $ 400,000 | $ 739,948 | ||||||||||
Shares issued price (in dollars per share) | $ 2.99 | $ 1.12 | |||||||||||
Number of shares issued (in shares) | 660,667 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Convertible preferred stock, authorized | 2,500 | 2,500 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, authorized | 500,000 | 500,000 | 500,000 | ||||||||||
Common stock, authorized | 500,000 | ||||||||||||
Convertible preferred stock, outstanding | 125,000 | 125,000 | 125,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Convertible preferred stock, outstanding | 7,040 | 7,040 | 7,040 |
The following is a geographical
The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal | $ (24,644,000) | $ (32,382,000) |
Foreign | 803,000 | (1,030,000) |
Total | $ (23,841,000) | $ (33,412,000) |
Schedule of deferred tax assets
Schedule of deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Allowance for doubtful accounts | $ 361,000 | $ 359,000 |
Unrealized losses | 5,413,000 | 10,000 |
Obsolete inventory | 375,000 | 3,000 |
Stock compensation | 1,915,000 | 881,000 |
Other carryforwards | 132,000 | 484,000 |
Net operating loss carryforwards | 8,716,000 | 5,913,000 |
Lease liability | 888,000 | 798,000 |
Credit loss | 560,000 | 559,000 |
Accrued expenses | 2,157,000 | 934,000 |
Total deferred tax asset | 20,517,000 | 9,941,000 |
Deferred tax liability: | ||
Right-of-use assets | (857,000) | (756,000) |
Fixed assets, net | (3,937,000) | (160,000) |
Intangible assets, net | (256,000) | (1,000) |
Total deferred income tax liabilities | (5,050,000) | (917,000) |
Net deferred income tax assets | 15,467,000 | 9,024,000 |
Valuation allowance | (15,467,000) | (9,038,000) |
Deferred tax asset (liability), net | $ (14,000) |
Schedule of reconciliation of i
Schedule of reconciliation of income tax attributable to operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
U.S. Federal | $ 69,000 | |
U.S. State | 35,000 | |
Foreign | 26,000 | 25,000 |
Total current provision | 130,000 | 25,000 |
Deferred | ||
U.S. Federal | ||
U.S. State | ||
Foreign | (49,000) | |
Total deferred provision (benefit) | 130,000 | (24,000) |
Total provision (benefit) for income taxes | $ 130,000 | $ (24,000) |
Expected federal income tax benefit | 21.00% | 21.00% |
State taxes net of federal benefit | 6.10% | 8.10% |
Foreign rate differential | 0.30% | 0.30% |
Section 382 limitation | 0.00% | 34.70% |
PPP forgiveness | 0.40% | 0.00% |
Effect of change in valuation allowance | 26.00% | 21.10% |
Beneficial conversion feature | 0.00% | 0.10% |
Deconsolidation of I.AM | 0.00% | 1.50% |
Loss on extinguishment of debt | 0.00% | 9.80% |
Return to provision adjustment | 0.00% | 7.80% |
Permanent differences | 0.10% | 0.00% |
IRC section 162(m) compensation limitation | 0.70% | 0.00% |
Excess tax benefit windfall | 0.70% | 0.00% |
Other | 2.60% | 0.90% |
Income tax benefit | 0.90% | 0.10% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 8,716,000 | $ 5,913,000 |
Decreased in valuation allowance | 6,400,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 25,600,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 19,400,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Stock options | 6,396,000 | 851,000 |
Restricted stock grants | 2,775,000 | |
Warrants | 20,015,000 | 3,309,000 |
Convertible notes | 165,000 | 441,000 |
Conversion of preferred stock | 2,000 | 2,000 |
Total | 29,353,000 | 4,603,000 |
The following data presents the
The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC 280. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Income (loss) from operations | $ (18,361,000) | $ (6,033,000) |
Capital expenditures for the year ended December 31, 2021 | 151,993,000 | 582,000 |
Identifiable assets as of December 31, 2020 | 490,286,000 | 75,643,000 |
Operating Segments One [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 23,629,000 | |
Revenue, lending and trading activities | 242,000 | |
Total revenues | 23,871,000 | |
Depreciation and amortization expense | 728,000 | |
Income (loss) from operations | (6,033,000) | |
Capital expenditures for the year ended December 31, 2021 | 582,000 | |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,119,000 | |
Revenue, cryptocurrency mining, net | 3,450,000 | |
Revenue, commercial real estate leases | 788,000 | |
Revenue, lending and trading activities | 16,854,000 | |
Revenue, hotel | 189,000 | |
Total revenues | 52,400,000 | |
Depreciation and amortization expense | 2,478,000 | |
Income (loss) from operations | (18,361,000) | |
Capital expenditures for the year ended December 31, 2021 | 173,993,000 | |
Identifiable assets as of December 31, 2020 | 490,286,000 | 75,643,000 |
Operating Segments [Member] | G W W [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 25,581,000 | |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Total revenues | 25,581,000 | |
Depreciation and amortization expense | 876,000 | |
Income (loss) from operations | (1,298,000) | |
Capital expenditures for the year ended December 31, 2021 | 947,000 | |
Identifiable assets as of December 31, 2020 | 33,716,000 | 30,194,000 |
Operating Segments [Member] | Coolisys [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,346,000 | |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Total revenues | 5,346,000 | |
Depreciation and amortization expense | 25,000 | |
Income (loss) from operations | (1,518,000) | |
Capital expenditures for the year ended December 31, 2021 | 18,000 | |
Identifiable assets as of December 31, 2020 | 4,601,000 | |
Operating Segments [Member] | Ault [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 192,000 | |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | 16,854,000 | |
Revenue, hotel | ||
Total revenues | 17,046,000 | |
Depreciation and amortization expense | ||
Income (loss) from operations | 3,794,000 | |
Capital expenditures for the year ended December 31, 2021 | ||
Identifiable assets as of December 31, 2020 | 81,415,000 | 4,515,000 |
Operating Segments [Member] | Cryptocurrency [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | 3,450,000 | |
Revenue, commercial real estate leases | 788,000 | |
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Total revenues | 4,238,000 | |
Depreciation and amortization expense | 1,384,000 | |
Income (loss) from operations | 1,541,000 | |
Capital expenditures for the year ended December 31, 2021 | 85,927,000 | |
Identifiable assets as of December 31, 2020 | 99,590,000 | |
Operating Segments [Member] | Real Estate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | 189,000 | |
Total revenues | 189,000 | |
Depreciation and amortization expense | 138,000 | |
Income (loss) from operations | (194,000) | |
Capital expenditures for the year ended December 31, 2021 | 86,884,000 | |
Identifiable assets as of December 31, 2020 | 93,838,000 | |
Operating Segments [Member] | Ault Disoerative [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Total revenues | ||
Depreciation and amortization expense | ||
Income (loss) from operations | (20,000) | |
Capital expenditures for the year ended December 31, 2021 | ||
Identifiable assets as of December 31, 2020 | 119,335,000 | |
Operating Segments [Member] | Holding Company 1 [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Total revenues | ||
Depreciation and amortization expense | 55,000 | |
Income (loss) from operations | (20,666,000) | |
Capital expenditures for the year ended December 31, 2021 | 217,000 | |
Identifiable assets as of December 31, 2020 | $ 57,791,000 | |
Operating Segments [Member] | G W W One [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 18,213,000 | |
Revenue, lending and trading activities | ||
Total revenues | 18,213,000 | |
Depreciation and amortization expense | 508,000 | |
Income (loss) from operations | (955,000) | |
Capital expenditures for the year ended December 31, 2021 | 550,000 | |
Operating Segments [Member] | Turn On Green [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,416,000 | |
Revenue, lending and trading activities | ||
Total revenues | 5,416,000 | |
Depreciation and amortization expense | 33,000 | |
Income (loss) from operations | (117,000) | |
Capital expenditures for the year ended December 31, 2021 | 26,000 | |
Identifiable assets as of December 31, 2020 | 2,207,000 | |
Operating Segments [Member] | Ault 1 [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, lending and trading activities | 242,000 | |
Total revenues | 242,000 | |
Depreciation and amortization expense | 175,000 | |
Income (loss) from operations | 19,000 | |
Capital expenditures for the year ended December 31, 2021 | 3,000 | |
Operating Segments [Member] | Holding Company [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, lending and trading activities | ||
Total revenues | ||
Depreciation and amortization expense | 12,000 | |
Income (loss) from operations | (4,980,000) | |
Capital expenditures for the year ended December 31, 2021 | 3,000 | |
Identifiable assets as of December 31, 2020 | $ 38,727,000 |
The following table provides th
The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 9,575,000 | $ 7,742,000 |
Concentration Risk, Percentage | 18.00% | 32.00% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 2,502,000 | |
Concentration Risk, Percentage | 10.00% |