Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-12711 | ||
Entity Registrant Name | AULT ALLIANCE, 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 | ||
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 | $ 79,000,000 | ||
Entity Common Stock, Shares Outstanding | 415,746,694 | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, New York | ||
Common Stock, $0.001 par value per share | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | AULT | ||
Security Exchange Name | NYSEAMER | ||
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | |||
Title of 12(b) Security | 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | ||
Trading Symbol | AULT PRD | ||
Security Exchange Name | NYSEAMER |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,492,000 | $ 15,912,000 |
Restricted cash | 3,563,000 | 5,321,000 |
Marketable equity securities, at fair value | 6,590,000 | 40,380,000 |
Digital currencies | 554,000 | 2,165,000 |
Accounts receivable | 19,586,000 | 6,455,000 |
Accrued revenue | 2,479,000 | 2,283,000 |
Inventories | 22,080,000 | 5,482,000 |
Investment in promissory notes and other, related party | 2,868,000 | 2,842,000 |
Loans receivable, current | 7,385,000 | 13,337,000 |
Prepaid expenses and other current assets | 11,711,000 | 15,436,000 |
TOTAL CURRENT ASSETS | 87,308,000 | 109,613,000 |
Cash and marketable securities held in trust account | 118,193,000 | 116,725,000 |
Intangible assets, net | 34,786,000 | 4,035,000 |
Goodwill | 27,902,000 | 10,090,000 |
Property and equipment, net | 229,914,000 | 174,025,000 |
Right-of-use assets | 8,419,000 | 5,243,000 |
Investments in common stock, related parties | 6,449,000 | 13,230,000 |
Investments in other equity securities | 42,494,000 | 30,482,000 |
Investment in unconsolidated entity | 22,130,000 | |
Loans receivable, non-current | 208,000 | 1,000,000 |
Other assets | 5,841,000 | 3,713,000 |
TOTAL ASSETS | 561,514,000 | 490,286,000 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 62,644,000 | 22,755,000 |
Investment margin accounts payable | 767,000 | 18,488,000 |
Operating lease liability, current | 2,975,000 | 1,123,000 |
Notes payable, net | 39,621,000 | 39,554,000 |
Convertible notes payable, current | 1,325,000 | |
TOTAL CURRENT LIABILITIES | 107,332,000 | 81,920,000 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 5,836,000 | 4,213,000 |
Notes payable | 91,464,000 | 55,055,000 |
Convertible notes payable | 11,451,000 | 468,000 |
Deferred underwriting commissions of Ault Disruptive subsidiary | 3,450,000 | 3,450,000 |
TOTAL LIABILITIES | 219,533,000 | 145,106,000 |
COMMITMENTS AND CONTINGENCIES | ||
Redeemable noncontrolling interests in equity of subsidiaries, 11,500,000 shares of Ault Disruptive common stock at redemption value | 117,993,000 | 116,725,000 |
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 565,523,000 | 385,644,000 |
Accumulated deficit | (329,078,000) | (145,600,000) |
Accumulated other comprehensive loss | (1,100,000) | (106,000) |
Treasury stock, at cost | (29,235,000) | (13,180,000) |
TOTAL AULT ALLIANCE STOCKHOLDERS’ EQUITY | 206,492,000 | 226,842,000 |
Non-controlling interest | 17,496,000 | 1,613,000 |
TOTAL STOCKHOLDERS’ EQUITY | 223,988,000 | 228,455,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 561,514,000 | 490,286,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Common Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value | 382,000 | 84,000 |
Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 25,000,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock,stated value per share | $ 25 | $ 25 |
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 issued | 7,040 | 7,040 |
Preferred stock, shares outstanding | 7,040 | 7,040 |
Preferred stock, liquidation preference, value | $ 176,000 | $ 176,000 |
Series B Preferred Stock [Member] | ||
Preferred stock,stated value per share | $ 10 | $ 10 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 125,000 | 125,000 |
Preferred stock, shares outstanding | 125,000 | 125,000 |
Preferred stock, liquidation preference, value | $ 1,190,000 | $ 1,190,000 |
Series D Preferred Stock [Member] | ||
Preferred stock,stated value per share | $ 25 | $ 25 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 172,838 | 0 |
Preferred stock, shares outstanding | 172,838 | 0 |
Preferred stock, liquidation preference, value | $ 4,321,000 | $ 0 |
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 | 382,247,203 | 84,344,607 |
Common stock, shares, outstanding | 382,247,203 | 84,344,607 |
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, 2022 | Dec. 31, 2021 | |
Total revenue | $ 134,334,000 | $ 52,400,000 |
Total cost of revenue | 78,362,000 | 23,858,000 |
Gross profit | 55,972,000 | 28,542,000 |
Operating expenses | ||
Research and development | 2,773,000 | 2,041,000 |
Selling and marketing | 29,364,000 | 7,773,000 |
General and administrative | 67,329,000 | 36,686,000 |
Impairment of goodwill | 13,064,000 | |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Impairment of Bitcoin mining equipment | 79,556,000 | |
Realized gain on sale of cryptocurrency | (1,045,000) | |
Impairment of mined cryptocurrency | 3,099,000 | 403,000 |
Total operating expenses | 196,140,000 | 46,903,000 |
Loss from operations | (140,168,000) | (18,361,000) |
Other income (expense): | ||
Interest and other income | 2,594,000 | 808,000 |
Interest expense | (42,546,000) | (1,871,000) |
Change in fair value of equity securities, related party | (7,773,000) | |
Accretion of discount on note receivable, related party | 4,210,000 | |
Impairment of debt securities | (594,000) | |
Change in fair value of marketable equity securities | (2,144,000) | (1,327,000) |
Gain on extinguishment of debt | 929,000 | |
Realized (loss) gain on marketable securities | (419,000) | 1,924,000 |
Loss from investment in unconsolidated entity | (924,000) | (311,000) |
Impairment of equity securities | (11,500,000) | |
Gain from bargain purchase of business | 806,000 | |
Change in fair value of warrant liability | (17,000) | (542,000) |
Total other expenses, net | (54,150,000) | (4,547,000) |
Loss before income taxes | (194,318,000) | (22,908,000) |
Income tax (benefit) provision | (4,485,000) | 130,000 |
Net loss | (189,833,000) | (23,038,000) |
Net loss (income) attributable to non-controlling interest | 8,017,000 | (213,000) |
Net loss attributable to Ault Alliance, Inc. | (181,816,000) | (23,251,000) |
Preferred dividends | (393,000) | (18,000) |
Net loss available to common stockholders | $ (182,209,000) | $ (23,269,000) |
Basic net loss per common share | $ (0.74) | $ (0.42) |
Diluted net loss per common share | $ (0.74) | $ (0.42) |
Weighted average basic and diluted common shares outstanding | 247,604,000 | 55,444,000 |
Other comprehensive (loss) income | ||
Foreign currency translation adjustment | $ (995,000) | $ 85,000 |
Impairment of debt securities | 594,000 | |
Other comprehensive (loss) income | (995,000) | 679,000 |
Total comprehensive loss | (183,204,000) | (22,590,000) |
Product [Member] | ||
Total revenue | 61,561,000 | 32,096,000 |
Total cost of revenue | 44,508,000 | 22,733,000 |
Revenue Cryptocurrency Mining [Member] | ||
Total revenue | 16,693,000 | 3,450,000 |
Total cost of revenue | 21,508,000 | 1,125,000 |
Hotel Operations [Member] | ||
Total revenue | 16,697,000 | |
Total cost of revenue | 11,406,000 | |
Crane Operations [Member] | ||
Total revenue | 2,739,000 | |
Total cost of revenue | 940,000 | |
Lending And Trading Activities [Member] | ||
Total revenue | $ 36,644,000 | $ 16,854,000 |
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] | Treasury Stocks [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 28,000 | $ 171,396,000 | $ (122,329,000) | $ (785,000) | $ 822,000 | $ 49,132,000 | ||
Beginning balance, shares at Dec. 31, 2020 | 132,040 | 27,753,562 | ||||||
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 | |||||||
Stock-based compensation | 7,121,000 | 629,000 | 7,750,000 | |||||
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 | |||||||
Financing cost in connection with sales of common stock | (5,941,000) | (5,941,000) | ||||||
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) | ||||||
Issuance of common stock for conversion of convertible notes payable | 449,000 | 449,000 | ||||||
Issuance of common stock for conversion of convertible notes payable, related party | 400,000 | 400,000 | ||||||
Issuance of common stock for conversion of convertible notes payable, related party, 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 | |||||||
Fair value of warrants issued in connection with notes | 16,310,000 | 16,310,000 | ||||||
Proceeds allocated to public warrants of Ault Disruptive subsidiary, net of offering costs | 4,092,000 | 4,092,000 | ||||||
Remeasurement of Ault Disruptive subsidiary temporary equity | (12,904,000) | (12,904,000) | ||||||
Net loss | (23,251,000) | (23,251,000) | ||||||
Preferred dividends | (18,000) | (18,000) | ||||||
Impairment of debt securities | 594,000 | 594,000 | ||||||
Foreign currency translation adjustments | 85,000 | 85,000 | ||||||
Net income attributable to non-controlling interest | 213,000 | 213,000 | ||||||
Other | (2,000) | (1,000) | (3,000) | |||||
Issuance of common stock for conversion of convertible notes payable, shares | 183,214 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 84,000 | 385,644,000 | (145,600,000) | (106,000) | 1,613,000 | (13,180,000) | 228,455,000 | |
Ending balance, shares at Dec. 31, 2021 | 132,040 | 84,344,607 | ||||||
Issuance of common stock for restricted stock awards | $ 1,000 | (1,000) | ||||||
Issuance of common stock for restricted stock awards (in Shares) | 936,879 | |||||||
Preferred stock issued | 4,321,000 | 4,321,000 | ||||||
Preferred stock issued, shares | 172,838 | |||||||
Preferred stock offering costs | (811,000) | (811,000) | ||||||
Stock-based compensation | 6,363,000 | 839,000 | 7,202,000 | |||||
Issuance of Gresham Worldwide common stock for GIGA acquisition | 1,669,000 | 1,669,000 | ||||||
Issuance of common stock for cash | $ 285,000 | 171,968,000 | 172,253,000 | |||||
Issuance of common stock for cash, shares | 285,359,804 | |||||||
Financing cost in connection with sales of common stock | (4,210,000) | (4,210,000) | ||||||
Issuance of common stock upon exercise of warrants | $ 12,000 | 1,184,000 | 1,196,000 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 11,605,913 | |||||||
Fair value of warrants issued in connection with notes | 1,296,000 | 1,296,000 | ||||||
Remeasurement of Ault Disruptive subsidiary temporary equity | (1,268,000) | (1,268,000) | ||||||
Increase in ownership interest of subsidiary | (1,900,000) | (2,365,000) | (4,265,000) | |||||
Non-controlling interest from AVLP acquisition | 7,790,000 | 7,790,000 | ||||||
Non-controlling interest from SMC acquisition | 10,336,000 | 10,336,000 | ||||||
Non-controlling interest from GIGA acquisition | 2,735,000 | 2,735,000 | ||||||
Non-controlling interest from Circle 8 acquisition | 4,565,000 | 4,565,000 | ||||||
Purchase of treasury stock - Ault Alpha | (16,054,000) | (16,054,000) | ||||||
Net loss | (181,816,000) | (181,816,000) | ||||||
Preferred dividends | (393,000) | (393,000) | ||||||
Impairment of debt securities | ||||||||
Foreign currency translation adjustments | (995,000) | (995,000) | ||||||
Net income attributable to non-controlling interest | (8,017,000) | (8,017,000) | ||||||
Other | (1,000) | 1,000 | (1,000) | (1,000) | ||||
Ending balance, value at Dec. 31, 2022 | $ 382,000 | $ 565,523,000 | $ (329,078,000) | $ (1,100,000) | $ 17,496,000 | $ (29,235,000) | $ 223,988,000 | |
Ending balance, shares at Dec. 31, 2022 | 304,878 | 382,247,203 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (189,833,000) | $ (23,038,000) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 19,743,000 | 3,458,000 |
Interest expense – debt discount | 29,972,000 | 1,076,000 |
Deferred tax benefit | (5,000,000) | |
Accretion of original issue discount on notes receivable – related party | (4,210,000) | |
Gain on extinguishment of debt | (929,000) | |
Change in fair value of warrant liability | 1,672,000 | 542,000 |
Impairment of debt securities, net | 594,000 | |
Accretion of original issue discount on notes receivable | (5,549,000) | 21,000 |
Increase in accrued interest on notes receivable – related party | (198,000) | (235,000) |
Stock-based compensation | 7,202,000 | 7,750,000 |
Impairment of goodwill | 13,064,000 | |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Impairment of cryptocurrencies | 3,099,000 | 403,000 |
Impairment of Bitcoin mining equipment | 79,556,000 | |
Impairment of equity securities | 11,500,000 | |
Realized gain on the sale of cryptocurrencies | (1,045,000) | |
Revenue, cryptocurrency mining | (16,693,000) | (3,450,000) |
Realized gains on sale of marketable securities | (12,111,000) | (21,187,000) |
Unrealized losses on marketable securities | 13,889,000 | 14,127,000 |
Unrealized losses on investments in common stock, related parties | 11,682,000 | 13,527,000 |
Unrealized gains on equity securities | (41,994,000) | (10,734,000) |
Gain from bargain purchase of business | (806,000) | |
Loss from investment in unconsolidated entity | 924,000 | 311,000 |
Loss on remeasurement of investment in unconsolidated entity | 2,700,000 | |
Changes in operating assets and liabilities: | ||
Proceeds from the sale of cryptocurrencies | 15,832,000 | |
Marketable equity securities | 78,951,000 | (29,398,000) |
Accounts receivable | (58,000) | (1,407,000) |
Accrued revenue | (106,000) | (498,000) |
Inventories | (1,068,000) | (2,031,000) |
Prepaid expenses and other current assets | 3,559,000 | (5,548,000) |
Other assets | (3,969,000) | (1,526,000) |
Accounts payable and accrued expenses | 11,493,000 | 1,630,000 |
Other current liabilities | ||
Lease liabilities | (1,919,000) | (919,000) |
Net cash provided by (used in) operating activities | 26,489,000 | (61,671,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (108,416,000) | (151,993,000) |
Investment in promissory notes and other, related parties | (2,200,000) | (9,844,000) |
Investments in common stock and warrants, related parties | (4,901,000) | (20,163,000) |
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 SMC, net of cash received | (8,239,000) | |
Purchase of GIGA, net of cash received | (3,687,000) | |
Cash received upon acquisition of AVLP | 1,245,000 | |
Purchase of Circle 8, net of cash received | (11,101,000) | |
Acquisition of non-controlling interests | (4,265,000) | |
Purchase of marketable equity securities | (2,017,000) | (2,765,000) |
Sales of marketable equity securities | 11,748,000 | 4,062,000 |
Investments in loans receivable | (11,309,000) | (18,235,000) |
Principal payments on loans receivable | 11,050,000 | |
Investment of Ault Disruptive initial public offering proceeds into trust account | (116,725,000) | |
Investments in equity securities | (26,551,000) | (17,623,000) |
Net cash used in investing activities | (158,643,000) | (333,451,000) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock | 172,253,000 | 200,053,000 |
Financing cost in connection with sales of common stock | (4,210,000) | (5,941,000) |
Proceeds from warrant exercises | 4,724,000 | |
Proceeds from sales of preferred stock | 4,321,000 | |
Financing cost in connection with sales of preferred stock | (811,000) | |
Proceeds from notes payable | 60,654,000 | 84,909,000 |
Repayment of margin accounts | (17,721,000) | 18,488,000 |
Payments on notes payable | (73,927,000) | (2,461,000) |
Payments of preferred dividends | (393,000) | (18,000) |
Purchase of treasury stock | (16,054,000) | (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) | |
Net cash provided by financing activities | 124,112,000 | 397,941,000 |
Effect of exchange rate changes on cash and cash equivalents | 864,000 | (266,000) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (7,178,000) | 2,553,000 |
Cash and cash equivalents and restricted cash at beginning of period | 21,233,000 | 18,680,000 |
Cash and cash equivalents and restricted cash at end of period | 14,055,000 | 21,233,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 13,107,000 | 257,000 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable into shares of common stock | 449,000 | |
Settlement of accounts payable with digital currency | 418,000 | 890,000 |
Conversion of investment in unconsolidated entity for acquisition of AVLP | 20,706,000 | |
Conversion of convertible notes payable, related party into shares of common stock | 400,000 | 400,000 |
Conversion of debt and equity securities to marketable securities | 44,782,000 | 2,656,000 |
Conversion of loans receivable to marketable securities | 11,502,000 | |
Conversion of interest receivable to marketable securities | 386,000 | |
Conversion of loans receivable to debt and equity securities | 4,520,000 | |
Recognition of new operating lease right-of-use assets and lease liabilities | 2,198,000 | 1,875,000 |
Remeasurement of Ault Disruptive temporary equity | 1,268,000 | 1,712,000 |
Deferred offering costs of Ault Disruptive | 3,579,000 | |
Fair value of warrants and common stock issued in connection with notes | 2,491,000 | 16,310,000 |
Amounts receivable from issuance of promissory notes payable | 6,900,000 | |
Issuance of notes payable for purchase of property and equipment | 22,000,000 | |
Deferred underwriter commissions payable of Ault Disruptive subsidiary | 3,450,000 | |
Debt discount from accrued lender profit participation rights | 6,000,000 | |
Prepaid expenditures capitalized to property and equipment | $ 2,150,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Ault Alliance, Inc., a Delaware corporation (“Ault Alliance” or the “Company”) was incorporated in September 2017. Ault Alliance 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 metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance 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. All major investment and capital allocation decisions are made for the Company by Mr. Ault and the other members of the Executive Committee. The Company has the following eight reportable segments: · Energy and Infrastructure (“Energy”) – crane operations, advanced textiles processing and oil exploration; · Technology and Finance (“Fintech”) –commercial lending, activist investing, media, and digital learning; · The Singing Machine Company, Inc. (“SMC”) – consumer electronics; · BitNile, Inc. (“BNI”) – cryptocurrency mining operations; · Giga-tronics Incorporated (“GIGA”) – defense solutions; · Imperalis Holding Corp., also referred to as TurnOnGreen (“TurnOnGreen”) – commercial electronics solutions; · Ault Global Real Estate Equities, Inc. (“AGREE”) – hotel operations and other commercial real estate holdings; and · Ault Disruptive Technologies Corporation (“Ault Disruptive”) – a special purpose acquisition company (“SPAC”). On January 3, 2023, the Company (then known as BitNile Holdings, Inc.) merged its wholly owned subsidiary, Ault Alliance, Inc. with and into BitNile Holdings, Inc. In connection with this upstream merger, Ault Alliance, Inc. was merged out of existence and the business of the Company continued as it was being conducted. Further, on January 3, 2023, the effective date of the merger, the Company changed its name to Ault Alliance, Inc. and its ticker was changed to “AULT.” The name change did not affect the rights of security holders of the Company. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, the Company had cash and cash equivalents of $ 10.5 The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances including: its financial position, cash flow and cash usage forecasts, and obligations and debts. Although management has a long history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. Management expects that the Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of December 31, 2022, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities and selling its marketable securities, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to scale back its operations or cease operations altogether. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 Ault Alliance 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. 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 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 The Fintech segment, through Ault Lending, LLC (“Ault 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 The Fintech segment, through Ault 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. For more information on fair value, see Note 5. Fair Value of Financial Instruments. Trading-related revenue can be volatile and is largely driven by general market conditions. Also, trading-related revenue is dependent on the volume and type of transactions, the level of risk assumed, and the volatility of price and rate movements at any given time within the ever-changing market environment. Realized and unrealized gains and losses are recognized in revenue from trading activities. Bitcoin Mining The Company has entered into a digital asset mining pool by executing a contract with a mining pool operator to provide computing power to the mining pool. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any time by and at no cost to the Company, and by the pool operator under certain conditions specified in the contract. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. 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 non-cash consideration in the form of Bitcoin. Changes in the fair value of the non-cash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and therefore, are not included in revenue. The mining pool operator charges fees to cover the costs of maintaining the pool and are deducted from amounts the Company may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been approximately 0.3% per reward earned, on average. In exchange for providing computing power, the Company is entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party. All consideration pursuant to this arrangement is variable. It is not probable that a significant reversal of cumulative revenue will occur and the Company is able to calculate the payout based on the contractual formula, non-cash revenue is estimated and recognized based on the spot price of Bitcoin determined on Yahoo Finance for Bitcoin at the inception of each contract, which is determined to be daily. Non-cash consideration is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the quoted price on Yahoo Finance for Bitcoin at the beginning of the contract period. This amount is estimated and recognized in revenue upon inception, which is when hash rate is provided. There is no significant financing component in these transactions. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. Hotel Operations The primary sources of revenue include room and food and beverage revenue from the Company’s hotels. Rooms revenue represents revenue from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate charged. Rooms revenue includes revenue from guest no-shows, daily use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay at the daily transaction price agreed to under the contract. Food and beverage revenue consists of revenue from the restaurants and lounges, in room dining and mini bars, and banquet/catering revenue from group and social functions. Payment of the transaction price is due immediately when the customer purchases the goods and services. Therefore, revenue is recognized at a point in time when the physical possession has transferred to the customer. Crane Operations - Heavy Lifting and Pump Maintenance Services The Company generates revenue by providing heavy lifting and pump maintenance services to customers under various short-term agreements which may be hourly, daily, weekly or monthly. Each service agreement includes a promise to complete the service at a specified location and time and identifies the billing rate to be charged. Payment terms are identified in the terms of the contract and agreed to by both parties for each promised service within the contract prior to the commencement or performance of said services. The collectability of payment is considered probable based on management’s history with the certain type and class of customers and their ability and intention of payment. The customer simultaneously receives and consumes the benefits as the company provides the hourly, daily, weekly or monthly service. 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 $ 1.5 0.9 0.6 0.1 Restricted Cash As of December 31, 2022, restricted cash included $2.0 million of cash collateral for notes payable, $0.8 million of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. Cash, cash equivalents and restricted cash consisted of the following: Schedule of cash equivalents and restricted cash December 31, December 31, 2022 2021 Cash and cash equivalents $ 10,492,000 $ 15,912,000 Restricted cash 3,563,000 5,321,000 Total cash, cash equivalents and restricted cash $ 14,055,000 $ 21,233,000 Cash and Marketable Securities Held in Trust Account As of December 31, 2022, the Company held $ 118.2 Bitcoin Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin held are accounted for as intangible assets with indefinite useful lives. Bitcoin is sold on a first-in first-out basis and measured for impairment whenever indicators of impairment are identified based on the intraday low quoted price of Bitcoin. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the Bitcoin. Subsequent reversal of impairment losses is not permitted. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations. Sales of Bitcoin by the Company and Bitcoin awarded to the Company are included within cash flows from operating activities on the consolidated statements of cash flows. Realized gains or losses from sales of Bitcoin are included in loss from operations on the consolidated statements of operations. 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 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. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. Other equity securities also include investments in entities that do not have a readily determinable fair value and do not report net asset value per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, the Company evaluates whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments the Company holds. Any investments adjusted to their fair value by applying the measurement alternative are disclosed as nonrecurring fair value measurements, including the level in the fair value hierarchy that was used. 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, 2022 and 2021, accrued revenue was $ 2.5 2.3 SMC Sales Return Reserve SMC records a sales return reserve. While SMC has no overstock return privileges in its vendor agreements with its customers, SMC does provide for variable consideration contingent upon the occurrence of uncertain future events. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. SMC estimates variable consideration under its return allowance programs for goods returned from the customer for various reasons, whereby a sales return reserve is recorded based on historic return amounts, specific events as identified and management estimates. 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. 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, 2022 and 2021, the Company recorded an allowance for obsolescence of $ 1.4 9,000 During the years ended December 31, 2022 and 2021, the Company did not record inventory write-offs within the cost of revenue. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. 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) Bitcoin mining equipment 3 Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Crane rental equipment 7 10 Aircraft 7 Vehicles 5 7 Building 29 39 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. Leases The Company accounts for its leases under ASC 842, Leases 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. 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. Business Combination The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions at the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Direct transaction costs associated with the business combination are expensed as incurred. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquirer is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss. 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. During the year ended December 31, 2022, the Company recognized $ 3.2 9.9 Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships, trade names and proprietary technology. The Company also has the trade names and trademarks associated with the acquisitions of Microphase Corporation (“Microphase”) and Relec Electronics Ltd. (“Relec”), which were determined to have an indefinite life. The customer relationships, trade names and proprietary technology, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: Schedule of intangible assets useful lives Useful lives (in years) Customer relationships 8 10 Trade names 9 10 Proprietary technology 3 7 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, 2022 and 2021, the Company recognized no 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 provisions that cause them to not be indexed to the Company’s own stock. Warrant Valuation The Company values warrants issued at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ remaining contractual term, exercise price, current stock price, risk-free interest rate and estimated volatility of the Company’s stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. 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 The Company accounts for debt discount according to ASC 470-20, Debt with Conversion and Other Options 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, 2022, the carrying amount of the redeemable noncontrolling interest in equity of subsidiaries was recorded at its redemption value of $ 118.2 12.9 116.7 4.1 Treasury Stock The shares of Company common stock attributable to the Company’s limited partner interest in the Alpha Fund 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. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 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. 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 v |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021. 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 consisted of the following for the year ended December 31, 2022: Schedule of disaggregated revenues Year ended December 31, 2022 GIGA TurnOnGreen Fintech BNI AGREE SMC Energy Total Primary Geographical Markets North America $ 7,317,000 $ 4,514,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 23,217,000 $ 2,739,000 $ 72,521,000 Europe 9,907,000 115,000 - - - 337,000 216,000 10,575,000 Middle East and other 13,031,000 893,000 - - - 670,000 - 14,594,000 Revenue from contracts with customers 30,255,000 5,522,000 239,000 17,798,000 16,697,000 24,224,000 2,955,000 97,690,000 Revenue, lending and trading activities (North America) - - 36,644,000 - - - - 36,644,000 Total revenue $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 134,334,000 Major Goods or Services RF/microwave filters $ 5,070,000 $ - $ - $ - $ - $ - $ - $ 5,070,000 Detector logarithmic video amplifiers 1,060,000 - - - - - - 1,060,000 Power supply units and systems 11,605,000 5,215,000 - - - - - 16,820,000 Healthcare diagnostic systems 4,073,000 - - - - - - 4,073,000 Electric vehicle chargers - 307,000 - - - - - 307,000 Defense systems 8,447,000 - - - - - - 8,447,000 Digital currency mining - - - 16,693,000 - - - 16,693,000 Hotel operations - - - - 16,697,000 - - 16,697,000 Karaoke machines and related - - - - - 24,224,000 - 24,224,000 Crane rental - - - - - - 2,739,000 2,739,000 Other - - 239,000 1,105,000 - - 216,000 1,560,000 Revenue from contracts with customers 30,255,000 5,522,000 239,000 17,798,000 16,697,000 24,224,000 2,955,000 97,690,000 Revenue, lending and trading activities - - 36,644,000 - - - - 36,644,000 Total revenue $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 134,334,000 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430,000 $ 5,519,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 216,000 $ 83,123,000 Services transferred over time 11,825,000 3,000 - - - - 2,739,000 14,567,000 Revenue from contracts with customers $ 30,255,000 $ 5,522,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 97,690,000 The Company’s disaggregated revenues consisted of the following for the year ended December 31, 2021: Year ended December 31, 2021 GIGA TurnOnGreen Fintech BNI AGREE 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 (North America) - - 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 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 5. 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, assets measured on recurring basis Fair Value Measurement at December 31, 2022 Total Level 1 Level 2 Level 3 Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party $ 6,449,000 $ 6,449,000 $ - $ - Investments in marketable equity securities 6,590,000 6,590,000 - - Cash and marketable securities held in trust account 118,193,000 118,193,000 - - Investments in other equity securities 13,340,000 - - 13,340,000 Total assets measured at fair value $ 144,572,000 $ 131,232,000 $ - $ 13,340,000 Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Investment in common stock of Alzamend – a related party $ 13,230,000 $ 13,230,000 $ - $ - Investments in marketable equity securities 40,380,000 40,380,000 - - Cash and marketable securities held in trust account 116,725,000 116,725,000 - - Investments in other equity securities 9,215,000 - - 9,215,000 Total assets measured at fair value $ 179,550,000 $ 170,335,000 $ - $ 9,215,000 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. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. The following table summarizes the changes in investments in other 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, 2022: Schedule of investments Investments in Balance at January 1, 2022 $ 9,215,000 Investment in preferred stock 11,566,000 Change in fair value of financial instruments 34,118,000 Conversion to marketable securities (41,560,000 ) Balance at December 31, 2022 $ 13,339,000 Equity Investments for Which Measurement Alternative Has Been Selected As of December 31, 2022 and 2021, the Company held equity investments in other securities valued at $ 29.2 21.1 Measurement Alternative Impairment The Company has made cumulative downward adjustments for impairments for equity securities that do not have readily determinable fair values as of December 31, 2022, totaling $ 11.5 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities | |
Marketable Securities | 6. Marketable Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2022 and 2021: Schedule of marketable securities Marketable equity securities at December 31, 2022 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 10,271,000 $ 383,000 $ (4,064,000 ) $ 6,590,000 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 The following table presents additional information about marketable equity securities: Schedule of marketable equity securities Marketable Equity Securities 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 Purchases of marketable equity securities in operations 107,958,000 Purchases of marketable equity securities 2,017,000 Conversion of debt securities to marketable securities 44,782,000 Conversion of loans receivable to marketable securities 11,502,000 Conversion of interest receivable to marketable securities 386,000 Sales of marketable equity securities in operations (186,909,000 ) Sales of marketable equity securities (11,748,000 ) Realized gains on marketable equity securities 44,307,000 Realized losses on marketable equity securities (32,196,000 ) Unrealized losses on marketable equity securities (13,889,000 ) Balance at December 31, 2022 $ 6,590,000 At December 31, 2022 and 2021, the Company had invested in the marketable equity securities of certain publicly traded companies. The Company’s investment in marketable equity securities is revalued on each balance sheet date. |
DIGITAL CURRENCIES
DIGITAL CURRENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Digital Currencies | |
DIGITAL CURRENCIES | 7. DIGITAL CURRENCIES The following table presents the activities of the digital currencies for the years ended December 31, 2022 and 2021: Schedule of activities of the digital currencies Digital Balance at January 1, 2021 $ 7,000 Additions of mined digital currencies 3,450,000 Payments to vendors (889,000 ) Impairment of mined cryptocurrency (403,000 ) Balance at December 31, 2021 2,165,000 Additions of mined digital currencies 16,693,000 Payments to vendors (418,000 ) Impairment of mined cryptocurrency (3,099,000 ) Sale of digital currencies (15,812,000 ) Realized gain on sale of digital currencies 1,025,000 Balance at December 31, 2022 $ 554,000 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 8. INVENTORIES At December 31, 2022 and 2021, inventories consisted of: Schedule of inventories December 31, December 31, 2022 2021 Raw materials, parts and supplies $ 3,653,000 $ 2,421,000 Work-in-progress 3,836,000 1,107,000 Finished products 14,591,000 1,954,000 Total inventories $ 22,080,000 $ 5,482,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 9. PROPERTY AND EQUIPMENT, NET At December 31, 2022 and 2021, property and equipment consisted of: Schedule of property and equipment December 31, 2022 December 31, 2021 Building and improvements $ 81,102,000 $ 68,959,000 Bitcoin mining equipment 54,438,000 10,763,000 Crane rental equipment 32,453,000 - Land 25,646,000 25,696,000 Computer, software and related equipment 23,168,000 8,884,000 Aircraft 15,983,000 - Vehicles 3,314,000 - Office furniture and equipment 2,854,000 702,000 Oil and natural gas properties, unproved properties 972,000 - 239,960,000 115,004,000 Accumulated depreciation and amortization (21,344,000 ) (5,096,000 ) Property and equipment placed in service, net 218,586,000 109,908,000 Deposits on cryptocurrency machines 11,328,000 64,117,000 Property and equipment, net $ 229,914,000 $ 174,025,000 Summary of depreciation expense: Schedule of depreciation For the Year Ended December 31, 2022 2021 Depreciation expense $ 17,262,000 $ 2,103,000 Ault Energy Oil and Gas Properties On July 11, 2022, the Company announced the formation of Ault Energy, LLC (“Ault Energy”), as an indirect wholly owned subsidiary of the Company. Ault Energy is partnering with White River Holdings Corp. (“White River”), a majority owned subsidiary of BitNile Metaverse, Inc., formerly known as Ecoark Holdings, Inc. (“BMI”), on expects to partner on multiple drilling projects across 30,000 acres in Texas, Louisiana and Mississippi. Ault Energy, as the designee of Ault Lending, has the right to purchase up to 25%, or such higher percentages at the discretion of White River, in various drilling projects of White River. In August 2022, Ault Energy purchased a 40% working interest of the Harry O’Neal 20-9 No.1 drilling project in Mississippi for $1.0 million included in property and equipment. The Company has not recorded any depletion as the Harry O’Neal 20-9 No.1 drilling project was considered an unproved property as of December 31, 2022. Compute North Bankruptcy On September 22, 2022, Compute North Holdings, Inc. (along with its affiliated debtors, collectively, “Compute North”), filed for bankruptcy protection. The Company has a deposit of approximately $2.0 million with Compute North for services yet to be performed by Compute North. The ultimate outcome of the bankruptcy process, and its impact on the deposit held by the Company, remains to be determined. The Company assessed this financial exposure and recorded an impairment of the deposit totaling $2 million during the year ended December 31, 2022. The Company has removed the Bitcoin miners that were installed at the hosting facility in Texas. Impairment of Bitcoin Mining Equipment During the year ended December 31, 2022, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of the Company’s miners to be less than their net carrying value as of December 31, 2022, and an impairment charge of $79.6 million was recognized, decreasing the net carrying value of the Company’s Bitcoin mining equipment to their estimated fair value. The estimated fair value of the Company’s miners is classified in Level 2 of the fair value hierarchy due to the quoted market prices for similar assets. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 10. INTANGIBLE ASSETS, NET At December 31, 2022 and 2021, intangible assets consisted of: Schedule of intangible asset Useful Life December 31, December 31, Trade name and trademark Indefinite life $ 1,493,000 $ 1,546,000 Trade names 5 10 4,316,000 - Customer list 8 10 5,865,000 3,486,000 Developed technology 3 8 24,584,000 - Domain name and other intangible assets 5 630,000 714,000 36,888,000 5,746,000 Accumulated amortization (2,102,000 ) (1,711,000 ) Intangible assets, net $ 34,786,000 $ 4,035,000 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 $ 1.0 0.4 The customer relationships, developed technology and certain trade names are subject to amortization over their estimated useful lives, which range between 5 and 10 years with an average remaining useful life of 8.4 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. Schedule of estimated amortization expense 2023 $ 4,471,000 2024 4,471,000 2025 4,371,000 2026 4,271,000 2027 4,271,000 Thereafter 11,438,000 Estimated amortization expense $ 33,293,000 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Goodwill Abstract | |
GOODWILL | 11. GOODWILL The following table summarizes the changes in the Company’s goodwill for the years ended December 31, 2022 and 2021: Schedule of goodwill Goodwill 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 31, 2021 10,090,000 Acquisition of AVLP 18,570,000 Acquisition of SMC 3,184,000 Acquisition of GIGA 9,881,000 Impairment of goodwill (13,064,000 ) Effect of exchange rate changes (759,000 ) Balance as of December 31, 2022 $ 27,902,000 Impairment of SMC Goodwill During the fourth quarter of 2022, SMC experienced adverse changes in business climate, a significant decline in sales and a drop in the trading price of its common stock. Due to these factors, the Company determined that a triggering event had occurred, and therefore, performed a goodwill impairment assessment as of December 31, 2022. The valuation of the SMC reporting units was determined using a market approach with observable inputs, primarily based on the trading price of SMC’s common stock plus an estimated control premium of approximately 20%. The results of the quantitative test indicated the fair value of the SMC reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $ 3.2 Impairment of GIGA Goodwill During the fourth quarter of 2022, GIGA experienced a significant decline in sales and a drop in the trading price of its common stock. Due to these factors, the Company determined that a triggering event had occurred, and therefore, performed a goodwill impairment assessment as of December 31, 2022. The valuation of the GIGA reporting units was determined using an income approach methodology of valuation. The income approach is based on the projected cash flows discounted to their present value using discount rates, that in the Company’s judgment, consider the timing and risk of the forecasted cash flows using internally developed forecasts and assumptions. Under the income approach, the discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. The analysis included assumptions regarding GIGA’s revenue forecast, with negligible or declining growth rates and discount rates of 17.5% using a weighted average cost of capital analysis. The market approach was also considered; however, the income approach was chosen as the Company determined it is a better representation GIGA’s projected long-term performance. The results of the quantitative test indicated the fair value of the GIGA reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $ 9.9 |
INCREASE IN OWNERSHIP INTEREST
INCREASE IN OWNERSHIP INTEREST OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2022 | |
Increase In Ownership Interest Of Subsidiaries | |
INCREASE IN OWNERSHIP INTEREST OF SUBSIDIARIES | 12. INCREASE IN OWNERSHIP INTEREST OF SUBSIDIARIES During the year ended December 31, 2022, the Company increased ownership in certain of its subsidiaries. The following table summarizes the increase in ownership interest of subsidiaries during the years ended December 31, 2022: Summarizes the increase in ownership interest Additional Total Increase in Paid-In Non-Controlling Ownership Interest Subsidiary Capital Interest of Subsidiary ACS $ 1,800,000 $ - $ 1,800,000 SMC 100,000 2,111,000 2,211,000 AVLP - 254,000 254,000 Total $ 1,900,000 $ 2,365,000 $ 4,265,000 |
INVESTMENTS _ RELATED PARTIES
INVESTMENTS – RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Investments Related Parties | |
INVESTMENTS – RELATED PARTIES | 13. INVESTMENTS – RELATED PARTIES Investments in Ault & Company, Inc. (“Ault & Company”) at December 31, 2022 and 2021, were comprised of the following: Schedule of investment Interest Due December 31, December 31, Rate Date 2022 2021 Promissory note, related party 8 Dec. 31, 2023 $ 2,500,000 $ 2,500,000 Accrued interest receivable, related party 368,000 170,000 Other - 172,000 Total investment in promissory notes and other, related parties – gross $ 2,868,000 $ 2,842,000 The Company recorded related party interest income of $ 0.2 Investment in Common Stock, Related Parties December 31, December 31, 2022 2021 Total investment in common stock of Alzamend $ 6,449,000 $ 13,230,000 The following table summarizes the changes in the Company’s investments in Alzamend during the years ended December 31, 2022 and 2021: Schedule of investment in warrants and common stock Investment in Investment in Balance at January 1, 2021 $ 653,000 $ 796,000 Alzamend note and advances converted into common stock - (800,000 ) Investment in common stock of Alzamend 18,181,000 - Unrealized loss in common stock of Alzamend (5,604,000 ) - Accretion of discount - 4,000 Balance at December 31, 2021 13,230,000 - Investment in common stock of Alzamend 4,901,000 - Alzamend stock received for marketing services 989,000 - Unrealized loss in common stock of Alzamend (12,671,000 ) - Balance at December 31, 2022 $ 6,449,000 $ - 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: Schedule of investment of common stock 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 The following table summarizes the changes in the Company’s investments in Alzamend common stock during the year ended December 31, 2022: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2022 6,947,000 $ 1.90 $ 13,230,000 March 9, 2021 securities purchase agreement* 2,667,000 $ 1.50 4,000,000 Alzamend stock received for marketing services 933,000 $ 1.06 989,000 Open market purchases after initial public offering 868,000 $ 1.04 901,000 Unrealized loss in common stock of Alzamend (12,671,000 ) Investment in Alzamend common stock 11,415,000 $ 0.56 $ 6,449,000 * 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 Ault Lending for $10.0 million, or $1.50 per share, and issue to Ault 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, 2022, Ault Lending had funded the full $10.0 million. Alzamend Marketing and Brand Development Services Agreement On November 1, 2022, the Company entered into a contract with Alzamend, a related party, to provide marketing and brand development services. The contract is effective as of August 1, 2022, for a period of one year. The parties to the contract approved the contract on November 1, 2022, which is considered contract inception. Alzamend issued 933,334 As the transaction consideration received by the Company is non-cash consideration in the form of shares of Alzamend common stock, changes in the fair value of the non-cash consideration due to form of the consideration (changes in the market price of Alzamend stock) are not included in the transaction price and therefore, are not included in revenue. The Company will recognize revenue of approximately $ 1.0 0.2 0.8 |
INVESTMENT IN UNCONSOLIDATED EN
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP | 12 Months Ended |
Dec. 31, 2022 | |
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, were comprised of the following: Investment in Promissory Notes Schedule of convertible promissory note Interest December 31, rate 2021 Investment in convertible promissory note 12 $ 17,799,000 Investment in promissory note - Alpha Fund 8 3,600,000 Accrued interest receivable* 2,092,000 Other 600,000 Total investment in promissory notes, gross 24,091,000 Less: provision for loan losses (2,000,000 ) Total investment in promissory note $ 22,091,000 * During the year ended December 31, 2021, no interest income was recognized from the Company’s investment in AVLP. Investment in Common Stock and Warrants December 31, 2021 Investment in common stock and warrants $ 39,000 The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the years ended December 31, 2022 and 2021: Schedule of changes in the equity investments Investment in Investment in warrants and promissory notes Total common stock and advances investment 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 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 Investment in convertible promissory notes - 2,200,000 2,200,000 Loss from equity investment (39,000 ) (885,000 ) (924,000 ) Accrued interest - 143,000 143,000 Loss on remeasurement upon conversion - (2,700,000 ) (2,700,000 ) Conversion of AVLP convertible promissory notes - (17,040,000 ) (17,040,000 ) Elimination of intercompany debt after conversion - (3,809,000 ) (3,809,000 ) Balance at December 31, 2022 $ - $ - $ - |
INVESTMENTS IN LIMITED PARTNERS
INVESTMENTS IN LIMITED PARTNERSHIP | 12 Months Ended |
Dec. 31, 2022 | |
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 related to an investment in a hotel in New York City that opened for operations in 2022. 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, 2022, the Company had invested an aggregate of $ 1.9 |
CONSOLIDATED VARIABLE INTEREST
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 12 Months Ended |
Dec. 31, 2022 | |
Consolidated Variable Interest Entity - Alpha Fund | |
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 16. CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND Alpha Fund – Consolidated Variable Interest Entity As of December 31, 2022 and 2021, the Company held an investment in the Alpha Fund. Alpha Fund operates as a private investment fund. The general partner of 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 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, 2022, Ault Lending subscribed for $ 33 100 17 The Company consolidates Alpha Fund as a variable interest entity (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 As of December 31, 2022, Alpha Fund owned 48,086,223 91,184 13.00 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 17. BUSINESS COMBINATIONS Avalanche International Corp. (“AVLP”) Acquisition On June 1, 2022, the Company converted the principal amount under the convertible promissory notes issued to it by AVLP and accrued unpaid interest into common stock of AVLP. The Company converted $ 20.0 5.9 0.50 20 92 Prior to the conversion of the convertible promissory notes, the Company accounted for its investment in AVLP as an investment in an unconsolidated entity under the equity method of accounting. In connection with the conversion of the convertible promissory notes, the Company’s consolidated financial statements now include all of the accounts of AVLP, and any significant intercompany balances and transactions have been eliminated in consolidation. The consideration transferred for the Company’s approximate 92% ownership interest in connection with this acquisition aggregated $20.7 million, which represented the fair value of the Company’s holdings in AVLP immediately prior to conversion. The carrying amount of the Company’s holdings in AVLP immediately prior to conversion was $23.4 million, resulting in a $2.7 million loss for the related remeasurement, which was recognized in interest and other income. The Company estimated the fair values of assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. The income method to measure the fair value of intangible assets, is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflected a consideration of other marketplace participants and included the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. The tradenames and patents/developed technology intangible assets were valued using the relief-from-royalty method. The relief-from-royalty method is one of the methods under the income approach wherein estimates of a company’s earnings attributable to the intangible asset are based on the royalty rate the company would have paid for the use of the asset if it did not own it. Royalty payments are estimated by applying royalty rates of 20% for patents and developed technology and 0.25% for trademarks. The resulting net annual royalty payments are then discounted to present value using a discount factor of 24.6%. Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. The goodwill resulting from this acquisition is not tax deductible. The Company invested in AVLP based on the potential global impact of the novel technology of AVLP. AVLP has developed a novel cost effective and environmentally friendly material synthesis technology for textile applications. AVLP’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. The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of assets acquired and liabilities assumed based on their fair values Allocation Total purchase consideration $ 22,143,000 Fair value of non-controlling interest 7,790,000 Total consideration $ 29,933,000 Identifiable net liabilities assumed: Cash $ 1,245,000 Prepaid expenses and other current assets 55,000 Property and equipment 5,057,000 Intangible asset - patents/developed technology (not yet placed in service; upon being placed in service, 7 23,984,000 Intangible asset - trademarks ( 9 816,000 Accounts payable and accrued expenses (4,689,000 ) Deferred tax liability (5,000,000 ) Convertible notes payable, principal (10,104,000 ) Net assets assumed 11,364,000 Goodwill $ 18,569,000 The Company consolidates the results of AVLP on a one-month lag, therefore the statements of operations include results for AVLP for the six months ended November 30, 2022. AVLP Related Party Transaction During the period from June 2022 to November 2022, MTIX Ltd., a subsidiary of AVLP, incurred fees of $ 0.3 Overview of SMC Acquisition Beginning in June 2022, the Company, through its subsidiary Ault Lending, began making open market purchases of SMC common stock. These purchases granted the Company a greater than 20% effective ownership on June 9, 2022, and subsequently, on June 15, 2022, the Company owned more than 50% of the issued and outstanding common stock of SMC. The Company’s ownership of SMC stood at approximately 57% as of December 31, 2022. SMC is a NASDAQ-listed global leader in consumer karaoke products. This strategic acquisition aligns with the Company’s initiatives to expand its presence in the hospitality and entertainment industry. SMC leverages a top-tier global distribution network through major mass merchandisers and online retailers. The Company intends to capitalize on its existing relationships and sourcing capabilities to extend SMC’s reach and product offerings, with the goal of increasing market share and revenues. As of June 15, 2022 (“Acquisition Date”), the purchase price of the common stock acquired totaled $ 7.4 3.1 10.5 10.3 The trade names and developed technology intangible assets were valued using the relief-from-royalty method. The relief-from-royalty method is one of the methods under the income approach wherein estimates of a company’s earnings attributable to the intangible asset are based on the royalty rate the company would have paid for the use of the asset if it did not own it. Royalty payments are estimated by applying royalty rates between of 0.5% and 1.0% to the prospective revenue attributable to the intangible asset. The resulting net annual royalty payments are then discounted to present value using a discount factor of 12.0%. The Company determined an estimated fair value of customer relationships using an income approach utilizing a discounted cash flow methodology. The analysis included assumptions regarding the development of new businesses and 3% organic growth rates, a discount rate of 12% using a weighted average cost of capital analysis, and capital expenditure requirements associated with any new initiatives developed by SMC. Significant assumptions utilized in the income approach were based on company specific information and projections which are not observable in the market and are therefore considered Level 3 fair value measurements. The goodwill resulting from this acquisition is not tax deductible. The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of assets acquired and liabilities assumed based on their fair values Allocation Total purchase consideration $ 10,517,000 Fair value of non-controlling interest 10,336,000 Total consideration $ 20,853,000 Identifiable net assets acquired: Cash $ 2,278,000 Accounts receivable 9,891,000 Prepaid expenses and other current assets 673,000 Inventories 12,840,000 Property and equipment, net 529,000 Right-of-use assets 1,073,000 Other assets 83,000 Intangible assets: Trade names ( 10 2,470,000 Customer relationships ( 10 1,380,000 Proprietary technology ( 3 600,000 Accounts payable and accrued expenses (10,052,000 ) Notes payable (2,972,000 ) Lease liabilities (1,124,000 ) Net assets acquired 17,669,000 Goodwill $ 3,184,000 Overview of GIGA Acquisition On September 8, 2022, GIGA acquired 100% of the capital stock of Gresham Worldwide, Inc. (“GWW”) from the Company in exchange for 2.92 million shares of GIGA’s common stock and 514.8 shares of GIGA’s Series F Convertible Preferred Stock (“Series F”) that are convertible into an aggregate of 3.96 million shares of GIGA’s common stock. GIGA also assumed GWW’s outstanding equity awards representing the right to receive up to 749,626 shares of GIGA’s common stock, on an as-converted basis. The transaction described above resulted in a change of control of GIGA. Assuming the Company was to convert all of the Series F, the common stock owned by the Company after such conversion would result in the Company owning approximately 71.2% of GIGA’s outstanding shares. On September 8, 2022, the Company loaned GIGA $ 4.25 10 The Company believes there are synergies between GIGA and GWW. GIGA manufactures specialized electronics equipment for use in both military test and airborne operational applications. GIGA focuses on the design and manufacture of custom microwave products for military airborne, sea, and ground applications as well as the design and manufacture of high-fidelity signal simulation and recording solutions for RADAR and electronic warfare test applications. GIGA’s results of operations subsequent to the acquisition are included in the Company’s GIGA defense business segment. In respect of the above transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in ASC 805, Business Combinations The fair value of the purchase consideration was $ 9.5 4.0 0.4 3.7 1.3 The total purchase price to acquire GIGA has been allocated to the assets acquired and assumed liabilities based upon estimated fair values, with any excess purchase price allocated to goodwill. The goodwill resulting from this acquisition is not tax deductible. The fair value of the acquired assets and assumed liabilities as of the date of acquisition are based on reports from a third-party valuation expert. The purchase price allocation is as follows: Schedule of preliminary purchase price allocation Allocation Total purchase consideration $ 6,763,000 Fair value of non-controlling interest 2,735,000 Total consideration $ 9,498,000 Identifiable net assets acquired (liabilities assumed): Cash $ 107,000 Trade accounts receivable 536,000 Inventories 2,930,000 Prepaid expenses 116,000 Accrued revenue 363,000 Property and equipment 331,000 Right-of-use asset 370,000 Other long-term assets 446,000 Accounts payable (2,831,000 ) Loans payable, net of discounts and issuance costs (387,000 ) Accrued payroll and benefits (1,488,000 ) Lease obligations (491,000 ) Other current liabilities (368,000 ) Other non-current liabilities (17,000 ) Net liabilities assumed (383,000 ) Goodwill $ 9,881,000 Overview of Circle 8 Acquisition On November 17, 2022, Circle 8 (“Buyer”), a wholly owned subsidiary of Circle 8 Holdco LLC entered into an asset purchase agreement (“Circle 8 Purchase Agreement”) with Circle 8 Crane Services, LLC (“Seller”), to acquire substantially all of Circle 8’s operating assets and the recapitalization of the business into Circle 8. The Company has a 65 5.8 In accordance with the Circle 8 Purchase Agreement, on December 16, 2022 (“Closing Date”), the Buyer completed the acquisition and obtained control of Circle 8. The aggregate purchase price consideration transferred from the Buyer to the Seller totaled $31.5 million which included (i) extinguishment of debt amounting to $29.2 million (ii) rollover equity issued to the seller with an estimated fair value of $0.6 million (iii) contingent consideration of $0.9 million and (iv) Seller’s transaction expenses of $0.7 million. Schedule of business acquisitions by acquisition, contingent consideration Extinguishment of debt $ 29,234,000 Rollover equity 565,000 Contingent consideration – earn-out 922,000 Sellers transaction expenses reimbursement 742,000 Total consideration $ 31,463,000 In conjunction with the acquisition, certain individuals of the Seller’s ownership group received rollover equity interest as purchase consideration. The rollover equity includes the Buyer issuing to the Seller 6,000 Class D interests in Circle 8 Holdco LLC, which is the sole owner of the equity interests of Circle 8. Management engaged a valuation specialist to estimate the fair value of the grants as of the Closing Date. Pursuant to the terms of the Circle 8 Purchase Agreement, additional purchase consideration would be paid by the Buyers to the Sellers, contingent upon achievement of a minimum EBITDA threshold for a three-year earn-out measurement period beginning on the day following the Closing Date and ending on the date that is the 36-month anniversary of the Closing Date, which would then increase for additional EBITDA performance up to a maximum ceiling. Pursuant to the terms of the Circle 8 Purchase Agreement, the earn-out would be paid to the Sellers in an amount ranging from $0 up to $0.7 million based on a pro rata basis for incremental EBITDA results starting at a minimum of $5.7 million. The fair value of the earn-out was valued using the Monte Carlo Simulation which estimates the fair value based on an analysis of various future outcomes. As such the fair value measurement includes significant unobservable inputs such as risk-adjusted discount rate and projected results of operations over the earn-out period, and thus, represented a Level 3 measurement. The fair value of the earn-out as of the acquisition date was $0.9 million. To date, the year one earn-out measurement period has not been surpassed and thus, no cash payments have been made from the Buyers to the Sellers for contingent purchase consideration. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. In accordance with ASU 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination, the Company elected not to separately recognize intangible assets that would otherwise arise from customer-related intangible assets. The value of these intangible assets is effectively subsumed into goodwill. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date, with the exception of the deferred income tax assets acquired and liabilities assumed which are recognized and measured in accordance with ASC 740, Income Taxes. The excess of the fair value of purchase consideration over the values of the identifiable assets and liabilities is recorded as goodwill. The acquisition resulted in the fair value of the net assets acquired exceeding the amount of consideration transferred, which occurred as a result of negotiations with the Seller at a time of depressed EBITA as well as imposing a requirement on the Seller to provide preliminary net working capital equal to or greater than $3.0 million without the ability for adjustments up or down. ASC 805 refers to this as a “bargain purchase” and requires the Buyer to recognize a gain for the amount that the values assigned to the net assets acquired exceed the consideration transferred and cannot recognize goodwill from the acquisition. Consequently, the Company reassessed the recognition and measurement of identifiable assets acquired, and liabilities assumed and concluded that all acquired assets and assumed liabilities were recognized and that the valuation procedures and resulting measures were appropriate. As a result, the Company recognized a gain of $0.8 million. The gain is included in the line item “gain from bargain purchase of business” in the consolidated statement of operations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of recognized identified assets acquired and liabilities assumed Assets Cash and cash equivalents $ 290,000 Trade receivable, net 4,334,000 Prepaids and other current assets 1,185,000 Inventory 24,000 Property and equipment, net 36,395,000 Right-of-use assets 1,558,000 Intangible assets – trade name ( 10 1,030,000 Intangible assets – customer relationships ( 8 1,290,000 Other non-current assets 17,000 Total Assets $ 46,123,000 Liabilities Accounts payable $ (548,000 ) Accrued payroll and benefits (186,000 ) Operating lease liabilities - current (436,000 ) Other current liabilities (855,000 ) Notes payable - Equipment notes (10,685,000 ) Operating lease liabilities - non current (1,144,000 ) Total Liabilities $ (13,854,000 ) Net assets acquired $ 32,269,000 The fair value of the acquired trade accounts receivables approximates the carrying value due to the short-term nature of the expected timeframe to collect the amounts due and the contractual cash flows, which are expected to be collected related to these receivables. As part of the purchase price allocation, the Company determined the identifiable intangible assets were: (i) trade name and (ii) customer relationships. The fair value of the intangible assets was estimated using variations of the income approach. Specifically, the relief from royalty method was utilized to estimate the fair value of the trade name and the multi-period excess earnings method was utilized to estimate the fair value of the customer relationships. The trade name relates to the overall consolidated group name and related industry recognition. The customer relationships represent a source of repeat business that is critical to the operations providing crane operators, engineering, custom rigging and transportation services for oilfield, construction, commercial and infrastructure markets. The discounted cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. These nonrecurring fair value measurements are primarily determined using unobservable inputs. Accordingly, these fair value measurements are classified within Level 3 of the fair value hierarchy. The consolidated financial statements include results of operations following the consummation of the acquisition for the period December 16, 2022, through December 31, 2022. Unaudited Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the year ended December 31, 2022 have been prepared as if the AVLP, SMC, GIGA and Circle 8 acquisitions had occurred on January 1, 2021. This table has been prepared for comparative purposes only and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Business acquisition, pro forma information For the Year Ended December 31, 2022 2021 Total revenues $ 214,636,000 $ 135,582,000 Net loss attributable to Ault Alliance, Inc. $ (185,957,000 ) $ (17,966,000 ) 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 0.4 Acquisition of Hotels On December 22, 2021, the Company, through AGREE, acquired four hotel properties for $ 71.3 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 allocation of the purchase price as of the date of the Acquisition. The purchase price consisted of $ 69.2 2.1 Schedule of business acquisitions by acquisition, contingent consideration 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 AGREE, 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 |
EXECUTIVE CHAIRMAN RELOCATION B
EXECUTIVE CHAIRMAN RELOCATION BENEFIT | 12 Months Ended |
Dec. 31, 2022 | |
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 0.3 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
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 7.5 million shares of common stock for grant of awards under the plan. The 2022 Stock Incentive Plan, was approved by stockholders on November 23, 2022 at the 2022 Annual Meeting of Stockholders which reserved 75 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, 2022, an aggregate of 78.1 The options outstanding as of December 31, 2022, 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 3,160,000 8.75 $ 2.34 1,192,092 $ 2.36 $ 480 560 819 2.99 $ 535.27 819 $ 535.27 $ 1,208 1,352 25 1.25 $ 1,336.00 25 $ 1,336.00 $ 2.15 1,352 3,160,844 8.75 $ 2.49 1,192,936 $ 2.75 Issuances outside of the Plan 1.79 850,000 7.72 $ 1.79 850,000 $ 1.79 $ 2.46 2.55 1,800,000 8.32 $ 2.55 898,766 2.55 $ 1.79 2.55 2,650,000 8.13 $ 2.31 1,748,766 $ 2.18 Total Options $ 1.79 1,352 5,810,844 8.47 $ 2.40 2,941,702 $ 2.41 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, 2022 and 2021, was comprised as follows: Schedule of stock-based compensation expense Year Ended December 31, 2022 2021 General and administrative $ 7,147,000 $ 7,750,000 Total stock-based compensation $ 7,147,000 $ 7,750,000 A summary of option activity under the Company’s stock option plans as of December 31, 2022 and 2021, and changes during the years ended are as follows: Schedule of option activity Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2021 6,693 925 $ 564 4.9 $ 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 9.8 $ 0 Authorized 75,000,000 - Forfeited 235,075 (235,075 ) $ 2.66 December 31, 2022 78,076,774 3,160,844 $ 2.49 8.7 $ 0 As of December 31, 2022, there was $ 5.7 2.3 GWW Stock-Based Compensation On May 25, 2021, GWW issued its executives options to purchase an aggregate total of 100,000 14.64 0.2 0.6 0.3 1.5 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 20. WARRANTS A summary of warrant activity for the years ended December 31, 2022 and 2021 is presented below. Schedule of warrants Warrants Weighted- Weighted- Outstanding at January 1, 2021 3,315,560 $ 6.19 4.3 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 4.7 Granted 9,066,666 0.60 Forfeited (3,998 ) 607.30 Exercised (13,548,421 ) 2.22 Outstanding at December 31, 2022 15,529,034 $ 2.24 3.9 The following table summarizes information about common stock warrants outstanding at December 31, 2022: 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 $ 0.00 6,500 1.25 $ 0.00 6,500 $ 0.00 $ 0.45 2.50 15,454,885 3.91 $ 1.38 15,454,885 $ 1.38 $ 8.80 19.80 53,055 1.39 $ 12.78 53,055 $ 12.78 $ 480 920 12,227 0.34 $ 774.63 12,227 $ 774.63 $ 1,040 2,000 2,367 0.18 $ 1,404.85 2,367 $ 1,404.85 $ 0.00 2,000.00 15,529,034 3.89 $ 2.24 15,529,034 $ 2.24 Warrant Issuances During 2021 On December 30, 2021, the Company issued warrants to purchase an aggregate of 16,037,858 2.50 66 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 (see Note 24) at their date of grant utilizing a Monte Carlo simulation valuation model. The Company has valued the other warrants issued at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ remaining contractual term, exercise price, current stock price, risk-free interest rate and estimated volatility of the Company’s stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. Warrant Issuances During 2022 On November 7, 2022, the Company issued warrants to purchase 4,533,334 shares of common stock at exercise price equal to $0.45 per share and warrants to purchase 4,533,334 0.75 promissory notes in the aggregate principal face amount of $ 18.9 million . The Company has valued the warrants issued at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ remaining contractual term, exercise price, current stock price, risk-free interest rate and estimated volatility of the Company’s stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. The Company utilized a variety of pricing models and the weighted average assumptions used during the years ended December 31, 2022 and 2021 were as follows: Schedule of weighted average assumptions December 31, December 31, Exercise price $ 0.60 $ 2.29 Contractual term in years 4.0 4.7 Volatility 176 % 150 % Dividend yield 0 % 0 % Risk-free interest rate 4.5 % 1.0 % |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 21. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other current liabilities at December 31, 2022 and 2021 consisted of: Schedule of other current liabilities December 31, 2022 2021 Accounts payable $ 21,347,000 $ 6,902,000 Accrued payroll and payroll taxes 9,939,000 5,027,000 Accrued lender profit participation rights 6,000,000 - Interest payable 3,207,000 187,000 Accrued legal 3,168,000 2,637,000 Advances from related parties 352,000 - Financial instrument liabilities 651,000 4,249,000 Other accrued expenses 17,980,000 3,753,000 Total liabilities $ 62,644,000 $ 22,755,000 Accrued Lender Profit Participation Rights The accrued lender profit participation rights relate to the November 18, 2022 secured promissory notes. The secured promissory notes have a security interest in certain marketable securities to be acquired by BNI (the “Participation Collateral”). When the Company sells the Participation Collateral, the Company is required to give the investors a profits participation interest equal to 45% of the realized gains. The Company estimated the profit participation right resulting in a $6.0 million estimated liability based on 45% of the expected realized gain as of December 31, 2022. 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 for the year ended December 31, 2021: Schedule of financial instrument December 31, Stock price $ 2.50 Exercise price $ 2.50 Contractually defined remaining term 5.0 Contractually defined volatility 135 % Dividend yield 0 % Risk-free interest rate 1.3 % 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, 2022 and 2021: Schedule of fair value of the financial instruments December 31, 2022 2021 Beginning balance $ 4,249,000 $ 4,192,000 Recognition of financial instruments - 4,239,000 Change in fair value 17,000 542,000 Extinguishment (4,266,000 ) (4,724,000 ) Ending balance $ - $ 4,249,000 Advances from Related Parties As of December 31, 2022, the balance of advances from related parties was $ 0.3 |
INVESTMENT MARGIN ACCOUNTS PAYA
INVESTMENT MARGIN ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
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. As of December 31, 2022 and 2021, outstanding borrowings on the leverage agreements on certain broker accounts were $ 0.8 18.5 72,000 55,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
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, 2022 and 2021: Schedule of supplemental balance sheet information related to leases December 31, December 31, Operating right-of-use assets $ 8,419,000 $ 5,243,000 Operating lease liability - current 2,975,000 1,123,000 Operating lease liability - non-current 5,836,000 4,213,000 The components of lease expenses for the years ended December 31, 2022 and 2021, were as follows: Schedule of lease expenses Year Ended December 31, 2022 2021 Operating lease cost $ 2,716,000 $ 1,406,000 Short-term lease cost - - Variable lease cost - - The following tables provides a summary of other information related to leases for the years ended December 31, 2022 and 2021: Schedule of supplemental cash flow information related to leases December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,554,000 $ 1,008,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,791,000 $ 1,875,000 Weighted-average remaining lease term - operating leases 4.1 6.1 Weighted-average discount rate - operating leases 7.0 % 8.0 % Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2022, were as follows: Schedule of maturities of operating lease liabilities Payments due by period 2023 $ 3,556,000 2024 2,394,000 2025 1,896,000 2026 1,027,000 2027 376,000 Thereafter 1,144,000 Total lease payments 10,393,000 Less interest (1,582,000 ) Present value of lease liabilities $ 8,811,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
NOTES PAYABLE | 24. NOTES PAYABLE Notes payable at December 31, 2022 and 2021, were comprised of the following. Schedule of notes payable Interest Due date December 31, December 31, Short-term notes payable 5.0% January 3, 2023 $ 700,000 $ 118,000 10% original issue discount senior secured notes - 65,972,000 AGREE Madison secured construction loans 7.0% January 1, 2025 62,395,000 55,055,000 SMC line of credit 8.0% October 14, 2025 1,761,000 - SMC installment notes 7.6% June 18, 2024 158,000 - SMC line of credit 8.4% December 16, 2025 14,724,000 - SMC line of credit 7.2% November 16, 2026 10,677,000 - XBTO note payable 12.5% December 30, 2023 2,749,000 - 16% senior secured promissory note 16.0% March 16, 2023 17,456,000 - 3% secured promissory notes 3.0% May 18, 2023 5,672,000 - 8.5% secured promissory notes 8.5% May 7, 2024 17,389,000 - 10% secured promissory notes 10.0% August 10, 2023 8,789,000 - Short-term bank credit facilities 4.4% Renews monthly 1,702,000 960,000 Total notes payable $ 144,172,000 $ 122,105,000 Less: Unamortized debt discounts (13,087,000 ) (27,496,000 ) Total notes payable, net $ 131,085,000 $ 94,609,000 Less: current portion (39,621,000 ) (39,554,000 ) Notes payable – long-term portion $ 91,464,000 $ 55,055,000 During the years ended December 31, 2022 and 2021, the Company recorded amortization of debt discounts of $ 30.0 7.3 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, 2022 were: Schedule Of maturities Year 2023 $ 51,069,000 2024 13,807,000 2025 64,132,000 2026 15,164,000 $ 144,172,000 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 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 In March 2022, the $ 66 26.3 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 $ 62.4 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. 10% Secured Promissory Notes On August 10, 2022, the Company, through its BNI subsidiary, entered into a note purchase agreement providing for the issuance of secured promissory notes with an aggregate principal face amount of $ 11.0 10% 10.0 10 23.1 The maturity date of the secured promissory notes is August 10, 2023. The Company is required to make monthly payment (principal and interest) of $1.0 million on the tenth calendar day of each month, starting in September 2022. Provided that the Company makes the first six monthly payments in full and on a timely basis, after six months, the Company may elect to pay a forbearance fee of $0.3 million in lieu of a monthly payment, which would extend the maturity date of the related secured promissory notes by one month for each forbearance. The Company may not elect forbearance in consecutive months. On November 18, 2022, the Company’s BNI subsidiary entered into an amendment to the 10% secured promissory notes issued on August 10, 2022, whereby the investors permitted the Company to (i) elect to utilize one of the six monthly forbearances under the notes for the November 2022 monthly payment and (ii) make the forbearance payment with the December 2022 monthly payment. As of December 31, 2022, the Company was in default under the terms of the 10% 1.0 SMC Credit and Security Agreement with Fifth Third Bank On October 14, 2022, SMC entered into a Credit and Security Agreement (the “Credit Agreement”) with Fifth Third Bank, National Association, as Lender (“Fifth Third”) replacing SMC’s credit facilities with Crestmark Bank and Iron Horse Credit that were terminated by the Company on October 13, 2022. The Credit Agreement provides for a three-year secured revolving credit facility in an aggregate principal amount of up to $15.0 million decreased to $7.5 million during the period of January 1 through July 31 of each year. The Credit Agreement matures on October 14, 2025. As of December 31, 2022, SMC was in default under the Credit Agreement due to non-compliance with the fixed charge coverage ratio covenant primarily due to SMC’s decrease in revenue in the fourth quarter of 2022 and increased general and administrative expenses. To date, Fifth Third has not taken action to accelerate SMC’s obligations under the Credit Agreement and SMC is currently in negotiations with Fifth Third to obtain a waiver and renegotiate the fixed charge coverage ratio covenant. There can be no assurance that the negotiations will be successful and that Fifth Third will grant SMC a waiver or renegotiate the covenant. The SMC debt is secured by a perfected security interest in all SMC assets including a first-priority security interest in SMC accounts receivable and inventory. Secured Debt Financing On November 7, 2022, the Company and certain of its subsidiaries borrowed $ 18.9 8.5% The lenders received warrants to purchase approximately 4.5 million shares of the Company’s common stock, exercisable for four years at $0.45 per share and warrants to purchase another approximately 4.5 million shares of the Company’s common stock, exercisable for four years at $0.75 per share, subject to adjustment. On November 7, 2022, Ault Aviation used proceeds from the Loans to purchase a private aircraft for a total purchase price of $15.8 million. In addition, the Company and certain of its subsidiaries entered into various agreements as collateral for the repayment of the Loans, including (i) a security interest in certain Bitcoin mining equipment, (ii) a pledge of the membership interests of Third Avenue Apartments, LLC, a wholly owned subsidiary of the Company (“Third Apartments”), (iii) a pledge of the membership interests of Alliance Cloud Services, LLC, a wholly owned subsidiary of the Company (“Alliance Cloud”), (iv) a pledge of the membership interests of Ault Aviation, LLC, a wholly owned subsidiary of the Company (“Ault Aviation”), (v) a pledge in a segregated deposit account of $ 1.5 3% Secured Promissory Notes On November 18, 2022, the Company, through its BNI subsidiary, entered into a note purchase agreement providing for the issuance of secured promissory notes with an aggregate principal face amount of $ 8,181,819 3% 8.2 The maturity date of the secured promissory notes is May 18, 2023. When the Company sells the Collateral, the Company is required to make a payment towards the secured promissory notes equal to 45% of the realized gains. After the secured promissory notes have been repaid in full and until all of the Collateral is sold, when the Company sells any remaining Collateral, the Company is required to give the investors a profits participation interest equal to 45% of the realized gains. 16% Secured Promissory Notes On December 16, 2022 the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Initial Investor”) providing for the issuance of a secured promissory note with an aggregate principal face amount of $ 14.7 Under the SPA, the Company shall repay, while the Note remains outstanding, (i) eighty percent (80%) of the proceeds it may receive from any financing conducted, other than at-the-market offerings and (ii) one hundred percent (100%) of the proceeds it may receive from the sale of marketable securities by Ault Lending. In addition, if Third Avenue Apartments, LLC sells the property it owns in St. Peterburg, Florida, the Company shall use the net proceeds from the sale of such property in excess of $10 million to repay the Note. In addition, the Company agreed to issue 11,605,913 shares of the Company’s common stock (the “Registrable Shares”) to the Investor in exchange for the cancellation of all outstanding warrants previously issued to the Investor, which warrants were exercisable for 11,605,913 shares of the Company’s common stock. The Company agreed to file a registration statement on Form S-3 to register the Registrable Shares and certain other shares owned by the Investor within ten (10) days of the Closing Date. The Company agreed to pay the Investor liquidated damages of approximately $0.1 million per month that the Registrable Shares have not been registered. Pursuant to the SPA, the Company, Ault Lending, BNI and Esousa Group Holdings, LLC, as the collateral agent on behalf of the Investors entered into a security agreement (the “Security Agreement”), pursuant to which (i) BNI granted to the Investor a security interest in 12,000 Bitcoin miners and (ii) Ault Lending granted to the Investor a security interest in, among other items, substantially all of the Ault Lending’s deposit accounts, securities accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom (the “Assets”), as set forth in the Security Agreement, except for assets previously granted security interests to other parties. The Notes are further secured by a guaranty (the “Guaranty”) provided by Ault Lending, BNI, Ault & Company, an affiliate of the Company, as well as by Milton C. Ault, the Company’s Executive Chairman and the Chief Executive Officer of Ault & Company. The Notes have a principal face amount of $ 17.5 16% The maturity date of the Notes is March 16, 2023, although if the Company repays at least $14.3 million of principal payment on or before the maturity date, the Company may extend the maturity date by forty-five (45) days by paying a fee of 10% of the outstanding balance owed on the Notes as of the original maturity date. The Notes contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Notes, or bankruptcy or insolvency of the Company. The Company may prepay any or all outstanding principal and accrued and unpaid interest at any time without penalty. The purchase price for the Notes was $16.1 million, of which $13.3 million was paid in cash, $1.8 million was a non-accountable expense allowance and $1.0 million was the forgiveness of cash owed to the Subsequent Investor for cashless exercise of warrants previously issued to the Subsequent Investor. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
CONVERTIBLE NOTES | 25. CONVERTIBLE NOTES Convertible Notes Payable at December 31, 2022 and 2021, were comprised of the following: Schedule of convertible notes payable Conversion Price Interest Due Date December 31, December 31, Convertible promissory note $ 4.00 4% May 10, 2024 $ 660,000 $ 660,000 AVLP convertible promissory notes $ 0.35 7% August 22, 2025 9,911,000 - Fair value of embedded options and derivatives 2,316,000 - Less: Unamortized debt discounts (111,000 ) (192,000 ) Total convertible notes payable, net of financing cost, long term 12,776,000 468,000 Less: current portion (1,325,000 ) - Convertible notes payable, net of financing costs – long-term portion $ 11,451,000 $ 468,000 *Subject to price adjustments upon certain contingent events Significant inputs associated with the embedded option include an exercise price of $ 0.35 2.7 75% 4% |
CONVERTIBLE NOTE _ RELATED PART
CONVERTIBLE NOTE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Note Related Party | |
CONVERTIBLE NOTE – RELATED PARTY | 26. CONVERTIBLE NOTE – RELATED PARTY On February 5, 2020, the Company issued an 8% convertible promissory note in the principal amount of $ 1.0 million to Ault & Company (the “Ault & Company Convertible Note”). The Ault & Company Convertible Note was convertible into Common Stock at a conversion price of $ 1.45 per share. During the year ended December 31, 2021, the Ault & Company Convertible Note was converted into 0.3 million shares in full satisfaction thereof. Related party interest expense for the year ended December 31, 2021 was $ 12,000 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 27. COMMITMENTS AND CONTINGENCIES Commitments Advertising Sponsorship Agreement The Company entered into an advertising sponsorship agreement. The sponsorship fee is $ 14 Contingencies 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. As of December 31, 2022 the Company has accrued $ 3.2 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 $1.4 million, plus attorneys’ fees and costs. 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 $1.3 million reserve, 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 the Company, 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 On or about November 28, 2022, the Company and Plaintiffs entered into a stipulation of settlement, which was further amended by the Company and Plaintiffs, by amendments dated, January 12, 2023, February 2, 2023, and February 23, 2023. On or about December 12, 2022, Plaintiffs and Mr. Ault entered into a stipulation of discontinuance, pursuant to which, among other things, Plaintiffs dismissed all claims asserted against Mr. Ault in the action, with prejudice. SEC 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. The Company recorded a $1.0 million loss contingency related to this matter. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 28. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25.0 1.0 500,000 2,500 2,000,000 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. 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 Markets, LLC (“Ascendiant Capital”) to sell shares of common stock having an aggregate offering price of up to $ 50 125 125 200 52.6 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 $ 0.2 16,000 Issuance of Common Stock for Convertible Promissory Note, Related Party On May 12, 2021, the Company issued 275,862 0.4 Issuance of Common Stock Upon Exercise of Warrants During the year ended December 31, 2021, the Company issued 2.4 Issuance of Common Stock for Restricted Stock Awards During the year ended December 31, 2021, the Company issued 1.2 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 1.0 2.99 2.99 2022 Issuances 2022 ATM Offering – Common Stock 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 $ 200 285.9 172.4 Public Offering of Series D Preferred Stock The Company has designated 2.0 0.001 On June 3, 2022, the Company announced the closing of its public offering of 144,000 25.00 3.6 3.1 2022 ATM Offering – Preferred Stock On June 14, 2022, the Company entered into an At-The-Market equity offering program with Ascendiant Capital under which it may sell, from time to time, shares of its Series D Preferred Stock for aggregate gross proceeds of up to $ 46.4 28,838 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 29. INCOME TAXES The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2022 and 2021: Schedule of income loss before the provision for income tax 2022 2021 Pre-tax loss U.S. Federal $ (189,899,000 ) $ (24,644,000 ) Foreign (4,419,000 ) 803,000 Total $ (194,318,000 ) $ (23,841,000 ) 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 2022 2021 Deferred tax asset: Allowance for doubtful accounts $ 439,000 $ 361,000 Unrealized losses 11,082,000 5,413,000 Obsolete inventory 2,816,000 375,000 Stock compensation 3,581,000 1,915,000 Other carryforwards 317,000 132,000 Net operating loss carryforwards 17,878,000 8,716,000 Lease liability 1,979,000 888,000 Impairment 22,822,000 560,000 Accrued expenses 3,648,000 2,157,000 Interest Expense 8,668,000 - Other 404,000 - Total deferred tax asset 73,634,000 20,517,000 Deferred tax liability: Right-of-use assets (1,865,000 ) (857,000 ) Fixed assets, net (1,575,000 ) (3,937,000 ) Intangible assets, net (6,638,000 ) (256,000 ) Bargain Gain/Loss (225,000 ) - Total deferred income tax liabilities (10,303,000 ) (5,050,000 ) Net deferred income tax assets 63,331,000 15,467,000 Valuation allowance (63,304,000 ) (15,467,000 ) Deferred tax asset (liability), net 27,000 $ - At December 31, 2022, the Company had federal and state net operating loss carry forwards (“NOLs”) for income tax purposes of approximately $ 23.7 104.2 382, 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, 2022, Ault Disruptive Technologies Corp, 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 valuation allowance substantially against its deferred tax assets with the exception of Ault Disruptive Technologies Corp deferred tax assets which are more likely than not to be realized. For the year ended December 31, 2022, the valuation allowance increased by $ 47.8 The net income tax provision (benefit) consisted of the following: Schedule of reconciliation of income tax attributable to operations 2022 2021 Current U.S. Federal $ 244,000 $ 69,000 U.S. State 143,000 35,000 Foreign 132,000 26,000 Total current provision 519,000 130,000 Deferred U.S. Federal (4,977,000 ) - U.S. State (27,000 ) - Foreign 0 - Total deferred provision (benefit) (5,004,000 ) - Total provision (benefit) for income taxes $ (4,485,000 ) $ 130,000 The Company’s effective tax rates were 2.3% (0.9%) 21% Schedule of effective income tax rate reconciliation 2022 2021 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit 7.3 % 6.1 % Foreign rate differential 0.0 % 0.3 % PPP forgiveness 0.0 % 0.4 % Effect of change in valuation allowance -22.1 % -26.0 % Permanent differences -1.0 % -0.1 % Goodwill impairment -1.4 % - IRC Section 162(m) compensation limitation -0.3 % -0.7 % Excess tax benefit - windfall/(shortfall) -0.2 % 0.7 % Other -0.9 % -2.6 % Income tax benefit 2.3 % -0.9 % 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, 2022 and 2021, 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. In general, the Company’s statute of limitations remains open for various taxable years, in various U.S. federal, U.S. state and foreign jurisdictions. However, if and when the Company claims net operating loss carryforwards against future taxable income, those losses may be examined by taxing authorities. The Company will perform an analysis to determine the effect, if any, of these loss limitations rules on the NOL carryforward balances. Earnings in all foreign jurisdictions are permanently reinvested. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 30. 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, 2022 and 2021: Schedule of net loss per share December 31, 2022 2021 Stock options 5,811,000 6,396,000 Restricted stock grants - 2,775,000 Warrants 15,529,000 20,015,000 Convertible notes 165,000 165,000 Conversion of preferred stock 2,000 2,000 Total 21,507,000 29,353,000 |
SEGMENT AND CUSTOMERS INFORMATI
SEGMENT AND CUSTOMERS INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND CUSTOMERS INFORMATION | 31. SEGMENT AND CUSTOMERS INFORMATION The Company has eight and six reportable segments and the holding company as of December 31, 2022 and 2021, respectively; 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, 2022: Schedule of operating segments GIGA TurnOn Green Fintech BNI AGREE Ault SMC Energy Holding Co. Total Revenue $ 30,255,000 $ 5,522,000 $ 239,000 $ - $ - $ - $ 24,224,000 $ 216,000 $ - $ 60,456,000 Revenue, cryptocurrency mining - - - 16,693,000 - - - - - 16,693,000 Revenue, commercial real estate leases - - - 1,105,000 - - - - - 1,105,000 Revenue, lending and trading activities - - 36,644,000 - - - - - - 36,644,000 Revenue, crane operations - - - - - - - 2,739,000 2,739,000 Revenue, hotel operations - - - - 16,697,000 - - - - 16,697,000 Total revenues $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ - $ 24,224,000 $ 2,955,000 $ - $ 134,334,000 Depreciation and amortization expense $ 1,713,000 $ 497,000 $ 475,000 $ 12,396,000 $ 3,323,000 $ - $ 503,000 $ 505,000 $ 556,000 $ 19,968,000 Income (loss) from operations $ (13,951,000 ) $ (3,843,000 ) $ 4,430,000 $ (91,614,000 ) $ (691,000 ) $ (1,420,000 ) $ (4,973,000 ) $ (546,000 ) $ (27,560,000 ) $ (140,168,000 ) Capital expenditures for the year ended December 31, 2022 $ 600,000 $ 266,000 $ 17,374,000 $ 80,799,000 $ 9,112,000 $ - $ 93,000 $ 31,000 $ 141,000 $ 108,416,000 Identifiable assets as of December 31, 2022 $ 38,520,000 $ 6,959,000 $ 82,944,000 $ 75,731,000 $ 98,495,000 $ 118,791,000 $ 27,508,000 $ 90,805,000 $ 16,311,000 $ 556,064,000 Segment information for the year ended December 31, 2021: GIGA TurnOn Green Fintech BNI AGREE 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 leases - - - 788,000 - - - 788,000 Revenue, lending and trading activities - - 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 expense $ 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 ended December 31, 2021 $ 947,000 $ 18,000 $ - $ 85,927,000 $ 86,884,000 $ - $ 217,000 $ 173,993,000 Identifiable assets as of December 31, 2021 $ 33,716,000 $ 4,601,000 $ 81,415,000 $ 99,590,000 $ 93,838,000 $ 119,335,000 $ 57,791,000 $ 490,286,000 |
CONCENTRATIONS OF CREDIT AND RE
CONCENTRATIONS OF CREDIT AND REVENUE RISK | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations Of Credit And Revenue Risk | |
CONCENTRATIONS OF CREDIT AND REVENUE RISK | 32. CONCENTRATIONS OF CREDIT AND REVENUE RISK 2022 Concentrations of Credit and Revenue Risk Accounts receivable are concentrated with a certain large customer. At December 31, 2022, one SMC customer in North America accounted for 14% For the year ended December 31, 2022, one customer represented 16% 12% 2021 Concentrations of Credit and Revenue Risk For the year ended December 31, 2021, one customer attributable to Enertec represented 18% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 33. SUBSEQUENT EVENTS 2022 Common ATM Offering During the period between January 1, 2023 through March 13, 2023, the Company sold an aggregate of 32.0 4.2 2022 Preferred ATM Offering During the period between January 1, 2023 through April 15, 2023, the Company sold an aggregate of 109,114 1.4 Investments in Alpha Fund During the period between January 1, 2023 through April 15, 2023, the Company purchased an additional $ 0.6 33.9 Investments by Alpha Fund On December 29, 2022, Alpha Fund purchased 1.9 0.10 Share Exchange Agreement with BMI The Company entered into a Share Exchange Agreement (the “Agreement”) with BMI and sold to BMI all of the outstanding shares of capital stock of the Company’s subsidiary, BitNile.com, Inc. (“BitNile.com”) as well as the securities of Earnity, Inc. (“Earnity”) beneficially owned by BitNile.com as of the date of the Agreement (the “Transaction”). As consideration for the acquisition, BMI issued shares of preferred stock convertible into common stock of BMI representing approximately 92.4% of BMI’s outstanding common stock. Pending approval of the transaction by BMI’s shareholders, the preferred stock combined are subject to a 19.9% beneficial ownership limitation. The holders of preferred stock will be entitled to receive dividends at a rate of 5% of the stated value of the preferred stock. The Company is entitled to appoint three members to the board of directors of BMI, and following shareholder approval, a majority of the Board. March 28, 2023 Security Purchase Agreement On March 28, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), an aggregate of 100,000 100.00 83,000 1,000 16,000 Each share of Series E Preferred Stock and Series F Preferred Stock had a purchase price of $100.00, equal to each such share’s stated value. The purchase price of the Series E Preferred Stock and the Series F Preferred Stock was paid for by the Investors’ canceling outstanding secured promissory notes in the principal amount of $8.4 million, whereas the purchase price of the shares of Series G Preferred Stock consisted of accrued but unpaid interest on these notes, as well as other good and valuable consideration. Each Preferred Share is convertible into shares of the Company’s common stock at a conversion price equal to 85% of the closing sale price of the common stock on the trading day prior to the date of conversion, subject to a floor price of $0.10. 12% Term Note On April 5, 2023, the Company issued a term note with a principal amount of $ 1.1 12% June 5, 2023 30,000 Amendment to 16% Secured Promissory Note On April 6, 2023, the Company entered into an amendment agreement, effective as of March 16, 2023, with the Initial Investor related to the December 2022 16% secured promissory note extending the due date on the note to May 31, 2023, which will automatically extend to June 30, 2023 if the Company repays the balance outstanding on the note as of the extension date, which was $8.3 million, by May 31, 2023. The Company agreed to increase the principal amount of the note by approximately $2.0 million, reflecting a $1.7 million extension fee and $0.4 million of liquidated damages for failure to obtain an effective registration statement. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 Ault Alliance 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. 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 | 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 |
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 The Fintech segment, through Ault Lending, LLC (“Ault 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 The Fintech segment, through Ault 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. For more information on fair value, see Note 5. Fair Value of Financial Instruments. Trading-related revenue can be volatile and is largely driven by general market conditions. Also, trading-related revenue is dependent on the volume and type of transactions, the level of risk assumed, and the volatility of price and rate movements at any given time within the ever-changing market environment. Realized and unrealized gains and losses are recognized in revenue from trading activities. Bitcoin Mining The Company has entered into a digital asset mining pool by executing a contract with a mining pool operator to provide computing power to the mining pool. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any time by and at no cost to the Company, and by the pool operator under certain conditions specified in the contract. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. 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 non-cash consideration in the form of Bitcoin. Changes in the fair value of the non-cash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and therefore, are not included in revenue. The mining pool operator charges fees to cover the costs of maintaining the pool and are deducted from amounts the Company may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been approximately 0.3% per reward earned, on average. In exchange for providing computing power, the Company is entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party. All consideration pursuant to this arrangement is variable. It is not probable that a significant reversal of cumulative revenue will occur and the Company is able to calculate the payout based on the contractual formula, non-cash revenue is estimated and recognized based on the spot price of Bitcoin determined on Yahoo Finance for Bitcoin at the inception of each contract, which is determined to be daily. Non-cash consideration is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the quoted price on Yahoo Finance for Bitcoin at the beginning of the contract period. This amount is estimated and recognized in revenue upon inception, which is when hash rate is provided. There is no significant financing component in these transactions. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. Hotel Operations The primary sources of revenue include room and food and beverage revenue from the Company’s hotels. Rooms revenue represents revenue from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate charged. Rooms revenue includes revenue from guest no-shows, daily use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay at the daily transaction price agreed to under the contract. Food and beverage revenue consists of revenue from the restaurants and lounges, in room dining and mini bars, and banquet/catering revenue from group and social functions. Payment of the transaction price is due immediately when the customer purchases the goods and services. Therefore, revenue is recognized at a point in time when the physical possession has transferred to the customer. Crane Operations - Heavy Lifting and Pump Maintenance Services The Company generates revenue by providing heavy lifting and pump maintenance services to customers under various short-term agreements which may be hourly, daily, weekly or monthly. Each service agreement includes a promise to complete the service at a specified location and time and identifies the billing rate to be charged. Payment terms are identified in the terms of the contract and agreed to by both parties for each promised service within the contract prior to the commencement or performance of said services. The collectability of payment is considered probable based on management’s history with the certain type and class of customers and their ability and intention of payment. The customer simultaneously receives and consumes the benefits as the company provides the hourly, daily, weekly or monthly service. |
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 $ 1.5 0.9 0.6 0.1 |
Restricted Cash | Restricted Cash As of December 31, 2022, restricted cash included $2.0 million of cash collateral for notes payable, $0.8 million of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. Cash, cash equivalents and restricted cash consisted of the following: Schedule of cash equivalents and restricted cash December 31, December 31, 2022 2021 Cash and cash equivalents $ 10,492,000 $ 15,912,000 Restricted cash 3,563,000 5,321,000 Total cash, cash equivalents and restricted cash $ 14,055,000 $ 21,233,000 |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2022, the Company held $ 118.2 |
Bitcoin | Bitcoin Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin held are accounted for as intangible assets with indefinite useful lives. Bitcoin is sold on a first-in first-out basis and measured for impairment whenever indicators of impairment are identified based on the intraday low quoted price of Bitcoin. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the Bitcoin. Subsequent reversal of impairment losses is not permitted. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations. Sales of Bitcoin by the Company and Bitcoin awarded to the Company are included within cash flows from operating activities on the consolidated statements of cash flows. Realized gains or losses from sales of Bitcoin are included in loss from operations on the consolidated statements of operations. |
Fair Value of Financial Instruments | 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 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. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. Other equity securities also include investments in entities that do not have a readily determinable fair value and do not report net asset value per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, the Company evaluates whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments the Company holds. Any investments adjusted to their fair value by applying the measurement alternative are disclosed as nonrecurring fair value measurements, including the level in the fair value hierarchy that was used. |
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. |
Accrued Revenue | Accrued Revenue Manufacturing services that are recognized as revenue based upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, accrued revenue was $ 2.5 2.3 |
SMC Sales Return Reserve | SMC Sales Return Reserve SMC records a sales return reserve. While SMC has no overstock return privileges in its vendor agreements with its customers, SMC does provide for variable consideration contingent upon the occurrence of uncertain future events. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. SMC estimates variable consideration under its return allowance programs for goods returned from the customer for various reasons, whereby a sales return reserve is recorded based on historic return amounts, specific events as identified and management estimates. |
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. |
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, 2022 and 2021, the Company recorded an allowance for obsolescence of $ 1.4 9,000 During the years ended December 31, 2022 and 2021, 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) Bitcoin mining equipment 3 Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Crane rental equipment 7 10 Aircraft 7 Vehicles 5 7 Building 29 39 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases |
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. |
Impairment of Debt Securities | 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. |
Business Combination | Business Combination The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions at the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Direct transaction costs associated with the business combination are expensed as incurred. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquirer is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss. |
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. During the year ended December 31, 2022, the Company recognized $ 3.2 9.9 |
Intangible Assets | Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships, trade names and proprietary technology. The Company also has the trade names and trademarks associated with the acquisitions of Microphase Corporation (“Microphase”) and Relec Electronics Ltd. (“Relec”), which were determined to have an indefinite life. The customer relationships, trade names and proprietary technology, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: Schedule of intangible assets useful lives Useful lives (in years) Customer relationships 8 10 Trade names 9 10 Proprietary technology 3 7 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, 2022 and 2021, the Company recognized no |
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 provisions that cause them to not be indexed to the Company’s own stock. |
Warrant Valuation | Warrant Valuation The Company values warrants issued at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ remaining contractual term, exercise price, current stock price, risk-free interest rate and estimated volatility of the Company’s stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. |
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 |
Redeemable Noncontrolling Interests in Equity of Subsidiary | 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, 2022, the carrying amount of the redeemable noncontrolling interest in equity of subsidiaries was recorded at its redemption value of $ 118.2 12.9 116.7 4.1 |
Treasury Stock | Treasury Stock The shares of Company common stock attributable to the Company’s limited partner interest in the Alpha Fund 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 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. 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 over the expected term of the grant; and · the risk-free rate reflects the U.S. Treasury yield for a similar expected term in effect at the time of the grant. |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with Financial Accounting Standards Board (“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, 2022 and 2021, there were no |
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, 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. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income |
Accounting Estimates | Accounting Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, reserves for trade receivables and inventories, the fair value of loans receivables, intangible assets and goodwill, useful lives and the recoverability of long-lived assets, share based arrangements, contingent consideration, and deferred income taxes and related valuation allowance. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. |
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. The impact on any prior period disclosures was immaterial. |
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Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses,” (“ASU No. 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash equivalents and restricted cash | Schedule of cash equivalents and restricted cash December 31, December 31, 2022 2021 Cash and cash equivalents $ 10,492,000 $ 15,912,000 Restricted cash 3,563,000 5,321,000 Total cash, cash equivalents and restricted cash $ 14,055,000 $ 21,233,000 |
Schedule of estimated useful life of property, plant and equipment | Schedule of estimated useful life of property, plant and equipment Useful lives (in years) Bitcoin mining equipment 3 Computer, software and related equipment 3 5 Office furniture and equipment 5 10 Crane rental equipment 7 10 Aircraft 7 Vehicles 5 7 Building 29 39 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Schedule of intangible assets useful lives | Schedule of intangible assets useful lives Useful lives (in years) Customer relationships 8 10 Trade names 9 10 Proprietary technology 3 7 |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues Year ended December 31, 2022 GIGA TurnOnGreen Fintech BNI AGREE SMC Energy Total Primary Geographical Markets North America $ 7,317,000 $ 4,514,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 23,217,000 $ 2,739,000 $ 72,521,000 Europe 9,907,000 115,000 - - - 337,000 216,000 10,575,000 Middle East and other 13,031,000 893,000 - - - 670,000 - 14,594,000 Revenue from contracts with customers 30,255,000 5,522,000 239,000 17,798,000 16,697,000 24,224,000 2,955,000 97,690,000 Revenue, lending and trading activities (North America) - - 36,644,000 - - - - 36,644,000 Total revenue $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 134,334,000 Major Goods or Services RF/microwave filters $ 5,070,000 $ - $ - $ - $ - $ - $ - $ 5,070,000 Detector logarithmic video amplifiers 1,060,000 - - - - - - 1,060,000 Power supply units and systems 11,605,000 5,215,000 - - - - - 16,820,000 Healthcare diagnostic systems 4,073,000 - - - - - - 4,073,000 Electric vehicle chargers - 307,000 - - - - - 307,000 Defense systems 8,447,000 - - - - - - 8,447,000 Digital currency mining - - - 16,693,000 - - - 16,693,000 Hotel operations - - - - 16,697,000 - - 16,697,000 Karaoke machines and related - - - - - 24,224,000 - 24,224,000 Crane rental - - - - - - 2,739,000 2,739,000 Other - - 239,000 1,105,000 - - 216,000 1,560,000 Revenue from contracts with customers 30,255,000 5,522,000 239,000 17,798,000 16,697,000 24,224,000 2,955,000 97,690,000 Revenue, lending and trading activities - - 36,644,000 - - - - 36,644,000 Total revenue $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 134,334,000 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430,000 $ 5,519,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 216,000 $ 83,123,000 Services transferred over time 11,825,000 3,000 - - - - 2,739,000 14,567,000 Revenue from contracts with customers $ 30,255,000 $ 5,522,000 $ 239,000 $ 17,798,000 $ 16,697,000 $ 24,224,000 $ 2,955,000 $ 97,690,000 The Company’s disaggregated revenues consisted of the following for the year ended December 31, 2021: Year ended December 31, 2021 GIGA TurnOnGreen Fintech BNI AGREE 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 (North America) - - 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 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | Fair value, assets measured on recurring basis Fair Value Measurement at December 31, 2022 Total Level 1 Level 2 Level 3 Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party $ 6,449,000 $ 6,449,000 $ - $ - Investments in marketable equity securities 6,590,000 6,590,000 - - Cash and marketable securities held in trust account 118,193,000 118,193,000 - - Investments in other equity securities 13,340,000 - - 13,340,000 Total assets measured at fair value $ 144,572,000 $ 131,232,000 $ - $ 13,340,000 Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Investment in common stock of Alzamend – a related party $ 13,230,000 $ 13,230,000 $ - $ - Investments in marketable equity securities 40,380,000 40,380,000 - - Cash and marketable securities held in trust account 116,725,000 116,725,000 - - Investments in other equity securities 9,215,000 - - 9,215,000 Total assets measured at fair value $ 179,550,000 $ 170,335,000 $ - $ 9,215,000 |
Schedule of investments | Schedule of investments Investments in Balance at January 1, 2022 $ 9,215,000 Investment in preferred stock 11,566,000 Change in fair value of financial instruments 34,118,000 Conversion to marketable securities (41,560,000 ) Balance at December 31, 2022 $ 13,339,000 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities | |
Schedule of marketable securities | Schedule of marketable securities Marketable equity securities at December 31, 2022 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 10,271,000 $ 383,000 $ (4,064,000 ) $ 6,590,000 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 |
Schedule of marketable equity securities | Schedule of marketable equity securities Marketable Equity Securities 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 Purchases of marketable equity securities in operations 107,958,000 Purchases of marketable equity securities 2,017,000 Conversion of debt securities to marketable securities 44,782,000 Conversion of loans receivable to marketable securities 11,502,000 Conversion of interest receivable to marketable securities 386,000 Sales of marketable equity securities in operations (186,909,000 ) Sales of marketable equity securities (11,748,000 ) Realized gains on marketable equity securities 44,307,000 Realized losses on marketable equity securities (32,196,000 ) Unrealized losses on marketable equity securities (13,889,000 ) Balance at December 31, 2022 $ 6,590,000 |
DIGITAL CURRENCIES (Tables)
DIGITAL CURRENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Digital Currencies | |
Schedule of activities of the digital currencies | Schedule of activities of the digital currencies Digital Balance at January 1, 2021 $ 7,000 Additions of mined digital currencies 3,450,000 Payments to vendors (889,000 ) Impairment of mined cryptocurrency (403,000 ) Balance at December 31, 2021 2,165,000 Additions of mined digital currencies 16,693,000 Payments to vendors (418,000 ) Impairment of mined cryptocurrency (3,099,000 ) Sale of digital currencies (15,812,000 ) Realized gain on sale of digital currencies 1,025,000 Balance at December 31, 2022 $ 554,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, December 31, 2022 2021 Raw materials, parts and supplies $ 3,653,000 $ 2,421,000 Work-in-progress 3,836,000 1,107,000 Finished products 14,591,000 1,954,000 Total inventories $ 22,080,000 $ 5,482,000 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2022 December 31, 2021 Building and improvements $ 81,102,000 $ 68,959,000 Bitcoin mining equipment 54,438,000 10,763,000 Crane rental equipment 32,453,000 - Land 25,646,000 25,696,000 Computer, software and related equipment 23,168,000 8,884,000 Aircraft 15,983,000 - Vehicles 3,314,000 - Office furniture and equipment 2,854,000 702,000 Oil and natural gas properties, unproved properties 972,000 - 239,960,000 115,004,000 Accumulated depreciation and amortization (21,344,000 ) (5,096,000 ) Property and equipment placed in service, net 218,586,000 109,908,000 Deposits on cryptocurrency machines 11,328,000 64,117,000 Property and equipment, net $ 229,914,000 $ 174,025,000 |
Schedule of depreciation | Schedule of depreciation For the Year Ended December 31, 2022 2021 Depreciation expense $ 17,262,000 $ 2,103,000 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible asset | Schedule of intangible asset Useful Life December 31, December 31, Trade name and trademark Indefinite life $ 1,493,000 $ 1,546,000 Trade names 5 10 4,316,000 - Customer list 8 10 5,865,000 3,486,000 Developed technology 3 8 24,584,000 - Domain name and other intangible assets 5 630,000 714,000 36,888,000 5,746,000 Accumulated amortization (2,102,000 ) (1,711,000 ) Intangible assets, net $ 34,786,000 $ 4,035,000 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2023 $ 4,471,000 2024 4,471,000 2025 4,371,000 2026 4,271,000 2027 4,271,000 Thereafter 11,438,000 Estimated amortization expense $ 33,293,000 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Goodwill Abstract | |
Schedule of goodwill | Schedule of goodwill Goodwill 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 31, 2021 10,090,000 Acquisition of AVLP 18,570,000 Acquisition of SMC 3,184,000 Acquisition of GIGA 9,881,000 Impairment of goodwill (13,064,000 ) Effect of exchange rate changes (759,000 ) Balance as of December 31, 2022 $ 27,902,000 |
INCREASE IN OWNERSHIP INTERES_2
INCREASE IN OWNERSHIP INTEREST OF SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Increase In Ownership Interest Of Subsidiaries | |
Summarizes the increase in ownership interest | Summarizes the increase in ownership interest Additional Total Increase in Paid-In Non-Controlling Ownership Interest Subsidiary Capital Interest of Subsidiary ACS $ 1,800,000 $ - $ 1,800,000 SMC 100,000 2,111,000 2,211,000 AVLP - 254,000 254,000 Total $ 1,900,000 $ 2,365,000 $ 4,265,000 |
INVESTMENTS _ RELATED PARTIES (
INVESTMENTS – RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments Related Parties | |
Schedule of investment | Schedule of investment Interest Due December 31, December 31, Rate Date 2022 2021 Promissory note, related party 8 Dec. 31, 2023 $ 2,500,000 $ 2,500,000 Accrued interest receivable, related party 368,000 170,000 Other - 172,000 Total investment in promissory notes and other, related parties – gross $ 2,868,000 $ 2,842,000 The Company recorded related party interest income of $ 0.2 Investment in Common Stock, Related Parties December 31, December 31, 2022 2021 Total investment in common stock of Alzamend $ 6,449,000 $ 13,230,000 |
Schedule of investment in warrants and common stock | Schedule of investment in warrants and common stock Investment in Investment in Balance at January 1, 2021 $ 653,000 $ 796,000 Alzamend note and advances converted into common stock - (800,000 ) Investment in common stock of Alzamend 18,181,000 - Unrealized loss in common stock of Alzamend (5,604,000 ) - Accretion of discount - 4,000 Balance at December 31, 2021 13,230,000 - Investment in common stock of Alzamend 4,901,000 - Alzamend stock received for marketing services 989,000 - Unrealized loss in common stock of Alzamend (12,671,000 ) - Balance at December 31, 2022 $ 6,449,000 $ - |
Schedule of investment of common stock | Schedule of investment of common stock 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 The following table summarizes the changes in the Company’s investments in Alzamend common stock during the year ended December 31, 2022: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2022 6,947,000 $ 1.90 $ 13,230,000 March 9, 2021 securities purchase agreement* 2,667,000 $ 1.50 4,000,000 Alzamend stock received for marketing services 933,000 $ 1.06 989,000 Open market purchases after initial public offering 868,000 $ 1.04 901,000 Unrealized loss in common stock of Alzamend (12,671,000 ) Investment in Alzamend common stock 11,415,000 $ 0.56 $ 6,449,000 * 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 Ault Lending for $10.0 million, or $1.50 per share, and issue to Ault 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, 2022, Ault Lending had funded the full $10.0 million. |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED ENTITY – AVLP (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment In Unconsolidated Entity Avlp | |
Schedule of convertible promissory note | Schedule of convertible promissory note Interest December 31, rate 2021 Investment in convertible promissory note 12 $ 17,799,000 Investment in promissory note - Alpha Fund 8 3,600,000 Accrued interest receivable* 2,092,000 Other 600,000 Total investment in promissory notes, gross 24,091,000 Less: provision for loan losses (2,000,000 ) Total investment in promissory note $ 22,091,000 * During the year ended December 31, 2021, no interest income was recognized from the Company’s investment in AVLP. Investment in Common Stock and Warrants December 31, 2021 Investment in common stock and warrants $ 39,000 |
Schedule of changes in the equity investments | Schedule of changes in the equity investments Investment in Investment in warrants and promissory notes Total common stock and advances investment 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 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 Investment in convertible promissory notes - 2,200,000 2,200,000 Loss from equity investment (39,000 ) (885,000 ) (924,000 ) Accrued interest - 143,000 143,000 Loss on remeasurement upon conversion - (2,700,000 ) (2,700,000 ) Conversion of AVLP convertible promissory notes - (17,040,000 ) (17,040,000 ) Elimination of intercompany debt after conversion - (3,809,000 ) (3,809,000 ) Balance at December 31, 2022 $ - $ - $ - |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of business acquisitions by acquisition, contingent consideration Land and improvements $ 9,021,000 Building improvements 60,265,000 Furniture, fixtures and equipment 2,048,000 Assets acquired $ 71,334,000 |
Schedule of recognized identified assets acquired and liabilities assumed | Schedule of recognized identified assets acquired and liabilities assumed Assets Cash and cash equivalents $ 290,000 Trade receivable, net 4,334,000 Prepaids and other current assets 1,185,000 Inventory 24,000 Property and equipment, net 36,395,000 Right-of-use assets 1,558,000 Intangible assets – trade name ( 10 1,030,000 Intangible assets – customer relationships ( 8 1,290,000 Other non-current assets 17,000 Total Assets $ 46,123,000 Liabilities Accounts payable $ (548,000 ) Accrued payroll and benefits (186,000 ) Operating lease liabilities - current (436,000 ) Other current liabilities (855,000 ) Notes payable - Equipment notes (10,685,000 ) Operating lease liabilities - non current (1,144,000 ) Total Liabilities $ (13,854,000 ) Net assets acquired $ 32,269,000 |
Business acquisition, pro forma information | Business acquisition, pro forma information For the Year Ended December 31, 2022 2021 Total revenues $ 214,636,000 $ 135,582,000 Net loss attributable to Ault Alliance, Inc. $ (185,957,000 ) $ (17,966,000 ) |
A V L P Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of assets acquired and liabilities assumed based on their fair values Allocation Total purchase consideration $ 22,143,000 Fair value of non-controlling interest 7,790,000 Total consideration $ 29,933,000 Identifiable net liabilities assumed: Cash $ 1,245,000 Prepaid expenses and other current assets 55,000 Property and equipment 5,057,000 Intangible asset - patents/developed technology (not yet placed in service; upon being placed in service, 7 23,984,000 Intangible asset - trademarks ( 9 816,000 Accounts payable and accrued expenses (4,689,000 ) Deferred tax liability (5,000,000 ) Convertible notes payable, principal (10,104,000 ) Net assets assumed 11,364,000 Goodwill $ 18,569,000 |
S M C Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of assets acquired and liabilities assumed based on their fair values Allocation Total purchase consideration $ 10,517,000 Fair value of non-controlling interest 10,336,000 Total consideration $ 20,853,000 Identifiable net assets acquired: Cash $ 2,278,000 Accounts receivable 9,891,000 Prepaid expenses and other current assets 673,000 Inventories 12,840,000 Property and equipment, net 529,000 Right-of-use assets 1,073,000 Other assets 83,000 Intangible assets: Trade names ( 10 2,470,000 Customer relationships ( 10 1,380,000 Proprietary technology ( 3 600,000 Accounts payable and accrued expenses (10,052,000 ) Notes payable (2,972,000 ) Lease liabilities (1,124,000 ) Net assets acquired 17,669,000 Goodwill $ 3,184,000 |
G I G A Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of preliminary purchase price allocation Allocation Total purchase consideration $ 6,763,000 Fair value of non-controlling interest 2,735,000 Total consideration $ 9,498,000 Identifiable net assets acquired (liabilities assumed): Cash $ 107,000 Trade accounts receivable 536,000 Inventories 2,930,000 Prepaid expenses 116,000 Accrued revenue 363,000 Property and equipment 331,000 Right-of-use asset 370,000 Other long-term assets 446,000 Accounts payable (2,831,000 ) Loans payable, net of discounts and issuance costs (387,000 ) Accrued payroll and benefits (1,488,000 ) Lease obligations (491,000 ) Other current liabilities (368,000 ) Other non-current liabilities (17,000 ) Net liabilities assumed (383,000 ) Goodwill $ 9,881,000 |
Circle 8 Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of business acquisitions by acquisition, contingent consideration Extinguishment of debt $ 29,234,000 Rollover equity 565,000 Contingent consideration – earn-out 922,000 Sellers transaction expenses reimbursement 742,000 Total consideration $ 31,463,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of exercise price | 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 3,160,000 8.75 $ 2.34 1,192,092 $ 2.36 $ 480 560 819 2.99 $ 535.27 819 $ 535.27 $ 1,208 1,352 25 1.25 $ 1,336.00 25 $ 1,336.00 $ 2.15 1,352 3,160,844 8.75 $ 2.49 1,192,936 $ 2.75 Issuances outside of the Plan 1.79 850,000 7.72 $ 1.79 850,000 $ 1.79 $ 2.46 2.55 1,800,000 8.32 $ 2.55 898,766 2.55 $ 1.79 2.55 2,650,000 8.13 $ 2.31 1,748,766 $ 2.18 Total Options $ 1.79 1,352 5,810,844 8.47 $ 2.40 2,941,702 $ 2.41 |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense Year Ended December 31, 2022 2021 General and administrative $ 7,147,000 $ 7,750,000 Total stock-based compensation $ 7,147,000 $ 7,750,000 |
Schedule of option activity | Schedule of option activity Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2021 6,693 925 $ 564 4.9 $ 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 9.8 $ 0 Authorized 75,000,000 - Forfeited 235,075 (235,075 ) $ 2.66 December 31, 2022 78,076,774 3,160,844 $ 2.49 8.7 $ 0 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of warrants | Schedule of warrants Warrants Weighted- Weighted- Outstanding at January 1, 2021 3,315,560 $ 6.19 4.3 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 4.7 Granted 9,066,666 0.60 Forfeited (3,998 ) 607.30 Exercised (13,548,421 ) 2.22 Outstanding at December 31, 2022 15,529,034 $ 2.24 3.9 |
Schedule of common stock warrants outstanding | 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 $ 0.00 6,500 1.25 $ 0.00 6,500 $ 0.00 $ 0.45 2.50 15,454,885 3.91 $ 1.38 15,454,885 $ 1.38 $ 8.80 19.80 53,055 1.39 $ 12.78 53,055 $ 12.78 $ 480 920 12,227 0.34 $ 774.63 12,227 $ 774.63 $ 1,040 2,000 2,367 0.18 $ 1,404.85 2,367 $ 1,404.85 $ 0.00 2,000.00 15,529,034 3.89 $ 2.24 15,529,034 $ 2.24 |
Schedule of weighted average assumptions | Schedule of weighted average assumptions December 31, December 31, Exercise price $ 0.60 $ 2.29 Contractual term in years 4.0 4.7 Volatility 176 % 150 % Dividend yield 0 % 0 % Risk-free interest rate 4.5 % 1.0 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities December 31, 2022 2021 Accounts payable $ 21,347,000 $ 6,902,000 Accrued payroll and payroll taxes 9,939,000 5,027,000 Accrued lender profit participation rights 6,000,000 - Interest payable 3,207,000 187,000 Accrued legal 3,168,000 2,637,000 Advances from related parties 352,000 - Financial instrument liabilities 651,000 4,249,000 Other accrued expenses 17,980,000 3,753,000 Total liabilities $ 62,644,000 $ 22,755,000 |
Schedule of financial instrument | Schedule of financial instrument December 31, Stock price $ 2.50 Exercise price $ 2.50 Contractually defined remaining term 5.0 Contractually defined volatility 135 % Dividend yield 0 % Risk-free interest rate 1.3 % |
Schedule of fair value of the financial instruments | Schedule of fair value of the financial instruments December 31, 2022 2021 Beginning balance $ 4,249,000 $ 4,192,000 Recognition of financial instruments - 4,239,000 Change in fair value 17,000 542,000 Extinguishment (4,266,000 ) (4,724,000 ) Ending balance $ - $ 4,249,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of supplemental balance sheet information related to leases | Schedule of supplemental balance sheet information related to leases December 31, December 31, Operating right-of-use assets $ 8,419,000 $ 5,243,000 Operating lease liability - current 2,975,000 1,123,000 Operating lease liability - non-current 5,836,000 4,213,000 |
Schedule of lease expenses | Schedule of lease expenses Year Ended December 31, 2022 2021 Operating lease cost $ 2,716,000 $ 1,406,000 Short-term lease cost - - Variable lease cost - - |
Schedule of supplemental cash flow information related to leases | Schedule of supplemental cash flow information related to leases December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,554,000 $ 1,008,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,791,000 $ 1,875,000 Weighted-average remaining lease term - operating leases 4.1 6.1 Weighted-average discount rate - operating leases 7.0 % 8.0 % |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities Payments due by period 2023 $ 3,556,000 2024 2,394,000 2025 1,896,000 2026 1,027,000 2027 376,000 Thereafter 1,144,000 Total lease payments 10,393,000 Less interest (1,582,000 ) Present value of lease liabilities $ 8,811,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
Schedule of notes payable | Schedule of notes payable Interest Due date December 31, December 31, Short-term notes payable 5.0% January 3, 2023 $ 700,000 $ 118,000 10% original issue discount senior secured notes - 65,972,000 AGREE Madison secured construction loans 7.0% January 1, 2025 62,395,000 55,055,000 SMC line of credit 8.0% October 14, 2025 1,761,000 - SMC installment notes 7.6% June 18, 2024 158,000 - SMC line of credit 8.4% December 16, 2025 14,724,000 - SMC line of credit 7.2% November 16, 2026 10,677,000 - XBTO note payable 12.5% December 30, 2023 2,749,000 - 16% senior secured promissory note 16.0% March 16, 2023 17,456,000 - 3% secured promissory notes 3.0% May 18, 2023 5,672,000 - 8.5% secured promissory notes 8.5% May 7, 2024 17,389,000 - 10% secured promissory notes 10.0% August 10, 2023 8,789,000 - Short-term bank credit facilities 4.4% Renews monthly 1,702,000 960,000 Total notes payable $ 144,172,000 $ 122,105,000 Less: Unamortized debt discounts (13,087,000 ) (27,496,000 ) Total notes payable, net $ 131,085,000 $ 94,609,000 Less: current portion (39,621,000 ) (39,554,000 ) Notes payable – long-term portion $ 91,464,000 $ 55,055,000 |
Schedule Of maturities | Schedule Of maturities Year 2023 $ 51,069,000 2024 13,807,000 2025 64,132,000 2026 15,164,000 $ 144,172,000 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
Schedule of convertible notes payable | Schedule of convertible notes payable Conversion Price Interest Due Date December 31, December 31, Convertible promissory note $ 4.00 4% May 10, 2024 $ 660,000 $ 660,000 AVLP convertible promissory notes $ 0.35 7% August 22, 2025 9,911,000 - Fair value of embedded options and derivatives 2,316,000 - Less: Unamortized debt discounts (111,000 ) (192,000 ) Total convertible notes payable, net of financing cost, long term 12,776,000 468,000 Less: current portion (1,325,000 ) - Convertible notes payable, net of financing costs – long-term portion $ 11,451,000 $ 468,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income loss before the provision for income tax | Schedule of income loss before the provision for income tax 2022 2021 Pre-tax loss U.S. Federal $ (189,899,000 ) $ (24,644,000 ) Foreign (4,419,000 ) 803,000 Total $ (194,318,000 ) $ (23,841,000 ) |
Schedule of deferred tax assets | Schedule of deferred tax assets 2022 2021 Deferred tax asset: Allowance for doubtful accounts $ 439,000 $ 361,000 Unrealized losses 11,082,000 5,413,000 Obsolete inventory 2,816,000 375,000 Stock compensation 3,581,000 1,915,000 Other carryforwards 317,000 132,000 Net operating loss carryforwards 17,878,000 8,716,000 Lease liability 1,979,000 888,000 Impairment 22,822,000 560,000 Accrued expenses 3,648,000 2,157,000 Interest Expense 8,668,000 - Other 404,000 - Total deferred tax asset 73,634,000 20,517,000 Deferred tax liability: Right-of-use assets (1,865,000 ) (857,000 ) Fixed assets, net (1,575,000 ) (3,937,000 ) Intangible assets, net (6,638,000 ) (256,000 ) Bargain Gain/Loss (225,000 ) - Total deferred income tax liabilities (10,303,000 ) (5,050,000 ) Net deferred income tax assets 63,331,000 15,467,000 Valuation allowance (63,304,000 ) (15,467,000 ) Deferred tax asset (liability), net 27,000 $ - |
Schedule of reconciliation of income tax attributable to operations | Schedule of reconciliation of income tax attributable to operations 2022 2021 Current U.S. Federal $ 244,000 $ 69,000 U.S. State 143,000 35,000 Foreign 132,000 26,000 Total current provision 519,000 130,000 Deferred U.S. Federal (4,977,000 ) - U.S. State (27,000 ) - Foreign 0 - Total deferred provision (benefit) (5,004,000 ) - Total provision (benefit) for income taxes $ (4,485,000 ) $ 130,000 |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2022 2021 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit 7.3 % 6.1 % Foreign rate differential 0.0 % 0.3 % PPP forgiveness 0.0 % 0.4 % Effect of change in valuation allowance -22.1 % -26.0 % Permanent differences -1.0 % -0.1 % Goodwill impairment -1.4 % - IRC Section 162(m) compensation limitation -0.3 % -0.7 % Excess tax benefit - windfall/(shortfall) -0.2 % 0.7 % Other -0.9 % -2.6 % Income tax benefit 2.3 % -0.9 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per share | Schedule of net loss per share December 31, 2022 2021 Stock options 5,811,000 6,396,000 Restricted stock grants - 2,775,000 Warrants 15,529,000 20,015,000 Convertible notes 165,000 165,000 Conversion of preferred stock 2,000 2,000 Total 21,507,000 29,353,000 |
SEGMENT AND CUSTOMERS INFORMA_2
SEGMENT AND CUSTOMERS INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of operating segments | Schedule of operating segments GIGA TurnOn Green Fintech BNI AGREE Ault SMC Energy Holding Co. Total Revenue $ 30,255,000 $ 5,522,000 $ 239,000 $ - $ - $ - $ 24,224,000 $ 216,000 $ - $ 60,456,000 Revenue, cryptocurrency mining - - - 16,693,000 - - - - - 16,693,000 Revenue, commercial real estate leases - - - 1,105,000 - - - - - 1,105,000 Revenue, lending and trading activities - - 36,644,000 - - - - - - 36,644,000 Revenue, crane operations - - - - - - - 2,739,000 2,739,000 Revenue, hotel operations - - - - 16,697,000 - - - - 16,697,000 Total revenues $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ 16,697,000 $ - $ 24,224,000 $ 2,955,000 $ - $ 134,334,000 Depreciation and amortization expense $ 1,713,000 $ 497,000 $ 475,000 $ 12,396,000 $ 3,323,000 $ - $ 503,000 $ 505,000 $ 556,000 $ 19,968,000 Income (loss) from operations $ (13,951,000 ) $ (3,843,000 ) $ 4,430,000 $ (91,614,000 ) $ (691,000 ) $ (1,420,000 ) $ (4,973,000 ) $ (546,000 ) $ (27,560,000 ) $ (140,168,000 ) Capital expenditures for the year ended December 31, 2022 $ 600,000 $ 266,000 $ 17,374,000 $ 80,799,000 $ 9,112,000 $ - $ 93,000 $ 31,000 $ 141,000 $ 108,416,000 Identifiable assets as of December 31, 2022 $ 38,520,000 $ 6,959,000 $ 82,944,000 $ 75,731,000 $ 98,495,000 $ 118,791,000 $ 27,508,000 $ 90,805,000 $ 16,311,000 $ 556,064,000 Segment information for the year ended December 31, 2021: GIGA TurnOn Green Fintech BNI AGREE 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 leases - - - 788,000 - - - 788,000 Revenue, lending and trading activities - - 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 expense $ 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 ended December 31, 2021 $ 947,000 $ 18,000 $ - $ 85,927,000 $ 86,884,000 $ - $ 217,000 $ 173,993,000 Identifiable assets as of December 31, 2021 $ 33,716,000 $ 4,601,000 $ 81,415,000 $ 99,590,000 $ 93,838,000 $ 119,335,000 $ 57,791,000 $ 490,286,000 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) | Jun. 30, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and cash equivalents | $ 10,500,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 10,492,000 | $ 15,912,000 | |
Restricted cash | 3,563,000 | 5,321,000 | |
Total cash, cash equivalents and restricted cash | $ 14,055,000 | $ 21,233,000 | $ 18,680,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2022 | |
Bitcoin Mining Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 3 years |
Computer Software And Related Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 3 years |
Computer Software And Related Equipment [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 |
Crane Rental Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 7 years |
Crane Rental Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 10 years |
Aircraft [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 7 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 5 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 7 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_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2022 | |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 8 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Trade Names [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 9 years |
Trade Names [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Proprietary Technology [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 3 years |
Proprietary Technology [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 7 years |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 10,492,000 | $ 15,912,000 |
Restricted cash description | restricted cash included $2.0 million of cash collateral for notes payable, $0.8 million of cash held in escrow related to the purchase of the four hotels in the Madison, Wisconsin area, and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. | |
Marketable securities | $ 118,200,000 | |
Accrued revenue | 2,500,000 | 2,300,000 |
Allowance | 1,400,000 | 9,000 |
Impairment of goodwill | (13,064,000) | |
Impairment of intangibles | 0 | 0 |
Redeemable noncontrolling interest in equity | 118,200,000 | |
Offering costs incurred | 12,900,000 | |
Uncertain tax positions | 0 | 0 |
Subsidiaries [Member] | ||
Sale of commomn stock value | 116,700,000 | |
Subsidiaries [Member] | Warrant [Member] | ||
Sale of commomn stock value | 4,100,000 | |
S M C [Member] | ||
Impairment of goodwill | 3,200,000 | |
G I G A [Member] | ||
Impairment of goodwill | 9,900,000 | |
U K [Member] | ||
Cash and cash equivalents | 1,500,000 | 900,000 |
Israel Area [Member] | ||
Cash and cash equivalents | $ 600,000 | $ 100,000 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 134,334,000 | $ 52,400,000 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 83,123,000 | 23,790,000 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,567,000 | 11,756,000 |
Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 97,690,000 | 35,546,000 |
R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,070,000 | 4,905,000 |
Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,060,000 | 1,888,000 |
Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,820,000 | |
Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,073,000 | 794,000 |
Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 307,000 | 18,000 |
Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,447,000 | 10,140,000 |
Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,693,000 | 3,450,000 |
Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | |
Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,739,000 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,560,000 | 1,169,000 |
Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 97,690,000 | 35,546,000 |
Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,644,000 | 16,854,000 |
Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 134,334,000 | 52,400,000 |
Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,941,000 | |
Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 241,000 | |
Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 97,690,000 | 35,546,000 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 72,521,000 | 15,943,000 |
North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,644,000 | 16,854,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,575,000 | 7,949,000 |
Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,594,000 | 10,803,000 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 851,000 | |
C I G A [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,255,000 | 25,581,000 |
C I G A [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,430,000 | 13,825,000 |
C I G A [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,825,000 | 11,756,000 |
C I G A [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,255,000 | 25,581,000 |
C I G A [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,070,000 | 4,905,000 |
C I G A [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,060,000 | 1,888,000 |
C I G A [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,605,000 | |
C I G A [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,073,000 | 794,000 |
C I G A [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,447,000 | 10,140,000 |
C I G A [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,255,000 | 25,581,000 |
C I G A [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,255,000 | 25,581,000 |
C I G A [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,613,000 | |
C I G A [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 241,000 | |
C I G A [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,255,000 | 25,581,000 |
C I G A [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,317,000 | 6,788,000 |
C I G A [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
C I G A [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,907,000 | 7,492,000 |
C I G A [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,031,000 | 10,803,000 |
C I G A [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 498,000 | |
Turn On Green [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,522,000 | 5,346,000 |
Turn On Green [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,519,000 | 5,346,000 |
Turn On Green [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,000 | |
Turn On Green [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,522,000 | 5,346,000 |
Turn On Green [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,215,000 | |
Turn On Green [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 307,000 | 18,000 |
Turn On Green [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,522,000 | 5,346,000 |
Turn On Green [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,522,000 | 5,346,000 |
Turn On Green [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,328,000 | |
Turn On Green [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,522,000 | 5,346,000 |
Turn On Green [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,514,000 | 4,536,000 |
Turn On Green [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Turn On Green [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 115,000 | 457,000 |
Turn On Green [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 893,000 | |
Turn On Green [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 353,000 | |
Fintech [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,883,000 | 17,046,000 |
Fintech [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,644,000 | 16,854,000 |
Fintech [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,883,000 | 17,046,000 |
Fintech [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | 192,000 |
Fintech [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,644,000 | 16,854,000 |
Fintech [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,693,000 | 3,450,000 |
B N I [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,105,000 | 788,000 |
B N I [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,798,000 | 4,238,000 |
B N I [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
B N I [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | |
A G R E E [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 189,000 | |
A G R E E [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Power Supply Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,697,000 | 189,000 |
A G R E E [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
A G R E E [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,224,000 | |
S M C [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,217,000 | |
S M C [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 337,000 | |
S M C [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 670,000 | |
Energy [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,955,000 | |
Energy [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 216,000 | |
Energy [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,739,000 | |
Energy [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,955,000 | |
Energy [Member] | R F Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Electricvehiclechargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Hotel Operations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Karaoke Machines And Rleated [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,739,000 | |
Energy [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 216,000 | |
Energy [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,955,000 | |
Energy [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,955,000 | |
Energy [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,955,000 | |
Energy [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,739,000 | |
Energy [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 216,000 | |
Energy [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 144,572,000 | $ 179,550,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 131,232,000 | 170,335,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 13,340,000 | 9,215,000 |
Alzamend Neuro Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 6,449,000 | 13,230,000 |
Alzamend Neuro Inc [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 6,449,000 | 13,230,000 |
Alzamend Neuro Inc [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Alzamend Neuro Inc [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 6,590,000 | 40,380,000 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 6,590,000 | 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] | ||
Total assets measured at fair value | ||
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Cash And Marketable Securities Held In Trust [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 118,193,000 | 116,725,000 |
Cash And Marketable Securities Held In Trust [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 118,193,000 | 116,725,000 |
Cash And Marketable Securities Held In Trust [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Cash And Marketable Securities Held In Trust [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Investments In Other Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 13,340,000 | 9,215,000 |
Investments In Other Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Investments In Other Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | ||
Investments In Other Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 13,340,000 | $ 9,215,000 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at beginning | $ 9,215,000 |
Investment preferred stock | 11,566,000 |
Change in fair value of financial instruments | 34,118,000 |
Conversion to marketable securities | (41,560,000) |
Balance at ending | $ 13,339,000 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Equity investments in other securities | $ 29,200,000 | $ 21,100,000 |
Impairments | $ 11,500,000 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - Common Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | ||
Cost | $ 10,271,000 | $ 53,475,000 |
Gross unrealized gains | 383,000 | 32,000 |
Gross unrealized losses | (4,064,000) | (13,127,000) |
Fair value | $ 6,590,000 | $ 40,380,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | ||
Sales of marketable equity securities | $ (11,748,000) | $ (4,062,000) |
Realized gains on marketable equity securities | (419,000) | 1,924,000 |
Realized losses on marketable equity securities | 12,111,000 | 21,187,000 |
Unrealized losses on marketable equity securities | (2,144,000) | (1,327,000) |
Conversion of loans receivable to marketable securities | 11,502,000 | |
Conversion of interest receivable to marketable securities | 386,000 | |
Equity Securities [Member] | ||
Net Investment Income [Line Items] | ||
Balance at beginning | 40,380,000 | 2,563,000 |
Purchases of marketable equity securities in operations | 107,958,000 | 385,235,000 |
Purchases of marketable equity securities | 2,017,000 | 2,765,000 |
Conversion of debt securities to marketable securities | 44,782,000 | 2,656,000 |
Sales of marketable equity securities in operations | (186,909,000) | (355,837,000) |
Sales of marketable equity securities | (11,748,000) | (4,062,000) |
Realized gains on marketable equity securities | 44,307,000 | 27,377,000 |
Realized losses on marketable equity securities | (32,196,000) | (6,190,000) |
Unrealized losses on marketable equity securities | (13,889,000) | (14,127,000) |
Conversion of loans receivable to marketable securities | 11,502,000 | |
Conversion of interest receivable to marketable securities | 386,000 | |
Balance at ending | $ 6,590,000 | $ 40,380,000 |
DIGITAL CURRENCIES (Details)
DIGITAL CURRENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of mined cryptocurrency | $ 3,099,000 | $ 403,000 |
Digital Currencies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance | 2,165,000 | 7,000 |
Additions of mined digital currencies | 16,693,000 | 3,450,000 |
Payments to vendors | (418,000) | (889,000) |
Impairment of mined cryptocurrency | (3,099,000) | (403,000) |
Sale of digital currencies | (15,812,000) | |
Realized gain on sale of digital currencies | 1,025,000 | |
Ending balance | $ 554,000 | $ 2,165,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 3,653,000 | $ 2,421,000 |
Work-in-progress | 3,836,000 | 1,107,000 |
Finished products | 14,591,000 | 1,954,000 |
Total inventories | $ 22,080,000 | $ 5,482,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 239,960,000 | $ 115,004,000 |
Accumulated depreciation and amortization | (21,344,000) | (5,096,000) |
Property and equipment placed in service, net | 218,586,000 | 109,908,000 |
Deposits on cryptocurrency machines | 11,328,000 | 64,117,000 |
Property, Plant and Equipment, Net | 229,914,000 | 174,025,000 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 81,102,000 | 68,959,000 |
Bitcoin Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 54,438,000 | 10,763,000 |
Crane Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 32,453,000 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 25,646,000 | 25,696,000 |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,168,000 | 8,884,000 |
Aircraft [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 15,983,000 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,314,000 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,854,000 | 702,000 |
Oil and Gas [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 972,000 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 17,262,000 | $ 2,103,000 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 36,888,000 | $ 5,746,000 |
Accumulated amortization | (2,102,000) | (1,711,000) |
Intangible assets, net | 34,786,000 | 4,035,000 |
Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,493,000 | 1,546,000 |
Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 4,316,000 | |
Trade Names [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Trade Names [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Customer Lists [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5,865,000 | 3,486,000 |
Customer Lists [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years | |
Customer Lists [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Developed Technology [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,584,000 | |
Developed Technology [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Developed Technology [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years | |
Domain Name And Other Intangible Assets [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 630,000 | $ 714,000 |
Useful Life | 5 years |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details 1) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 4,471,000 |
2024 | 4,471,000 |
2025 | 4,371,000 |
2026 | 4,271,000 |
2027 | 4,271,000 |
Thereafter | 11,438,000 |
Estimated amortization expense | $ 33,293,000 |
INTANGIBLE ASSETS, NET (Detai_3
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,000,000 | $ 400,000 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Goodwill Abstract | ||
Beginning Balance | $ 10,090,000 | $ 9,646,000 |
Acquisition of Imperalis | 278,000 | |
Effect of exchange rate changes | (759,000) | 166,000 |
Acquisition of AVLP | 18,570,000 | |
Acquisition of SMC | 3,184,000 | |
Acquisition of GIGA | 9,881,000 | |
Impairment of goodwill | (13,064,000) | |
Ending Balance | $ 27,902,000 | $ 10,090,000 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
S M C [Member] | |
Impairment of goodwill | $ 3,200,000 |
G I G A [Member] | |
Impairment of goodwill | $ 9,900,000 |
INCREASE IN OWNERSHIP INTERES_3
INCREASE IN OWNERSHIP INTEREST OF SUBSIDIARIES (Details) | Dec. 31, 2022 USD ($) |
Additional Paid-In Capital | $ 1,900,000 |
Non-Controlling Interest | 2,365,000 |
Total Increase in Ownership Interest of Subsidiary | 4,265,000 |
A C S [Member] | |
Additional Paid-In Capital | 1,800,000 |
Non-Controlling Interest | |
Total Increase in Ownership Interest of Subsidiary | 1,800,000 |
S M C [Member] | |
Additional Paid-In Capital | 100,000 |
Non-Controlling Interest | 2,111,000 |
Total Increase in Ownership Interest of Subsidiary | 2,211,000 |
A V L P [Member] | |
Additional Paid-In Capital | |
Non-Controlling Interest | 254,000 |
Total Increase in Ownership Interest of Subsidiary | $ 254,000 |
INVESTMENTS RELATED PARTIES (De
INVESTMENTS RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments Related Parties | ||
Interest Rate | 8% | |
Due date | Dec. 31, 2023 | |
Promissory note, related party | $ 2,500,000 | $ 2,500,000 |
Accrued interest receivable, related party | 368,000 | 170,000 |
Other | 172,000 | |
Total investment in promissory notes and other, related parties - gross | 2,868,000 | 2,842,000 |
Total investment in promissory notes, related parties | $ 6,449,000 | $ 13,230,000 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Details 1) - Avalanche International Corp And Alzamend [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants And Common Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | $ 13,230,000 | $ 653,000 |
Alzamend note and advances converted into common stock | ||
Investment in common stock of Alzamend | 4,901,000 | 18,181,000 |
Unrealized loss in common stock of Alzamend | (12,671,000) | (5,604,000) |
Accretion of discount | ||
Alzamend stock received for marketing services | 989,000 | |
Ending Balance | 6,449,000 | 13,230,000 |
Convertible Promissory Note [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 796,000 | |
Alzamend note and advances converted into common stock | (800,000) | |
Investment in common stock of Alzamend | ||
Unrealized loss in common stock of Alzamend | ||
Accretion of discount | 4,000 | |
Alzamend stock received for marketing services | ||
Ending Balance |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Restructuring Cost and Reserve [Line Items] | |||
Unrealized loss in common stock of Alzamend | $ (2,144,000) | $ (1,327,000) | |
Common Stock [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Investment in Alzamend common stock (in shares) | 2,400,000 | ||
Alzamend [Member] | Common Stock [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Begining balance (in shares) | 6,947,000 | 428,000 | |
Begining balance (in dollars per shares) | $ 1.90 | $ 1.50 | |
Begining balance | $ 13,230,000 | $ 642,000 | |
Purchase of shares from an Alzamend shareholder (in shares) | 62,000 | ||
Purchase of shares from an Alzamend shareholder (in dollars per shares) | $ 0.81 | ||
Purchase of shares from an Alzamend shareholder | $ 50,000 | ||
Securities purchase agreement (in shares) | [1] | 2,667,000 | 4,000,000 |
Securities purchase agreement (in dollars per shares) | [1] | $ 1.50 | $ 1.50 |
Securities purchase agreement | [1] | $ 4,000,000 | $ 6,000,000 |
Investment in Alzamend initial public offering (in sharers) | 2,000,000 | ||
Investment in Alzamend initial public offering (in dollars per shares) | $ 5 | ||
Investment in Alzamend initial public offering | $ 10,000,000 | ||
Open market purchases after initial public offering (in shares) | 868,000 | 457,000 | |
Open market purchases after initial public offering (in dollars per shares) | $ 1.04 | $ 4.67 | |
Open market purchases after initial public offering | $ 901,000 | $ 2,132,000 | |
Unrealized loss in common stock of Alzamend | $ (12,671,000) | $ (5,625,000) | |
Investment in Alzamend common stock (in shares) | 11,415,000 | 6,947,000 | |
Investment in Alzamend common stock (in dollar per share) | $ 0.56 | $ 1.90 | |
Investment in Alzamend common stock | $ 6,449,000 | $ 13,199,000 | |
Investment in Alzamend options | 31,000 | ||
Ending balance | $ 13,230,000 | ||
Begining balance (in shares) | 6,947,000 | ||
Begining balance (in dollars per shares) | $ 1.90 | ||
Begining balance | $ 13,230,000 | ||
Alzamend stock received for marketing services (in shares) | 933,000 | ||
Alzamend stock received for marketing services (in dollars per shares) | $ 1.06 | ||
Alzamend stock received for marketing services | $ 989,000 | ||
[1]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 Ault Lending for $10.0 million, or $1.50 per share, and issue to Ault 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, 2022, Ault Lending had funded the full $10.0 million. |
INVESTMENTS _ RELATED PARTIES_2
INVESTMENTS – RELATED PARTIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Related party interest income | $ 200,000 |
Alzamend [Member] | |
Common stock issued | shares | 933,334 |
Revenue recognize | $ 1,000,000 |
Revenue recognize related party | 200,000 |
Contract liability | $ 800,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED ENTITY- AVLP (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Investment In Unconsolidated Entity Avlp | |
Investment in convertible promissory note, Interest rate | 12% |
Investment in convertible promissory note | $ 17,799,000 |
Investment in promissory note - Alpha Fund, Interest rate | 8% |
Investment in promissory note - Alpha Fund | $ 3,600,000 |
Accrued interest receivable | 2,092,000 |
Other | 600,000 |
Total investment in promissory note gross | 24,091,000 |
Less: provision for loan losses | (2,000,000) |
Total Investment In Promissory Note | 22,091,000 |
Investment in common stock and warrants | $ 39,000 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED ENTITY - AVLP (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning balance | $ 22,130,000 | $ 15,957,000 |
Investment in convertible promissory notes | 2,200,000 | 7,344,000 |
Fair value of warrants | 2,786,000 | |
Unrealized loss in warrants | (7,772,000) | |
Unrealized gain in common stock | (150,000) | |
Loss from equity investment | (924,000) | (311,000) |
Accretion of discount | 4,210,000 | |
Accrued interest | 143,000 | 66,000 |
Loss on remeasurement upon conversion | (2,700,000) | |
Conversion of AVLP convertible promissory notes | (17,040,000) | |
Elimination of intercompany debt after conversion | (3,809,000) | |
Ending balance | 22,130,000 | |
Warrants And Common Stock [Member] | ||
Beginning balance | 39,000 | 5,486,000 |
Investment in convertible promissory notes | ||
Fair value of warrants | 2,786,000 | |
Unrealized loss in warrants | (7,772,000) | |
Unrealized gain in common stock | (150,000) | |
Loss from equity investment | (39,000) | (311,000) |
Accretion of discount | ||
Accrued interest | ||
Loss on remeasurement upon conversion | ||
Conversion of AVLP convertible promissory notes | ||
Elimination of intercompany debt after conversion | ||
Ending balance | 39,000 | |
Convertible Promissory Note [Member] | ||
Beginning balance | 22,091,000 | 10,471,000 |
Investment in convertible promissory notes | 2,200,000 | 7,344,000 |
Fair value of warrants | ||
Unrealized loss in warrants | ||
Unrealized gain in common stock | ||
Loss from equity investment | (885,000) | |
Accretion of discount | 4,210,000 | |
Accrued interest | 143,000 | 66,000 |
Loss on remeasurement upon conversion | (2,700,000) | |
Conversion of AVLP convertible promissory notes | (17,040,000) | |
Elimination of intercompany debt after conversion | (3,809,000) | |
Ending balance | $ 22,091,000 |
INVESTMENTS IN LIMITED PARTNE_2
INVESTMENTS IN LIMITED PARTNERSHIP (Details Narrative) | Dec. 31, 2022 USD ($) |
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, 2022 USD ($) shares | |
Investment | $ | $ 33,000,000 |
Investment Percentage | 100% |
Increase in investment | $ | $ 17,000,000 |
Series D Preferred Stock [Member] | |
Treasury stock | shares | 48,086,223 |
Treasury stock, shares | shares | 91,184 |
Preferred stock, dividend rate | 13% |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - A V L P Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 22,143,000 |
Fair value of non-controlling interest | 7,790,000 |
Total consideration | 29,933,000 |
Cash | 1,245,000 |
Prepaid expenses and other current assets | 55,000 |
Property and equipment, net | 5,057,000 |
Accounts payable and accrued expenses | (4,689,000) |
Deferred tax liability | (5,000,000) |
Convertible notes payable, principal | (10,104,000) |
Net assets assumed | 11,364,000 |
Goodwill | $ 18,569,000 |
Patents [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 7 years |
Intangible asset | $ 23,984,000 |
Trademarks [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 9 years |
Intangible asset | $ 816,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - S M C Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total purchase consideration | $ 10,517,000 |
Fair value of non-controlling interest | 10,336,000 |
Total consideration | 20,853,000 |
Cash | 2,278,000 |
Accounts receivables | 9,891,000 |
Prepaid expenses and other current assets | 673,000 |
Inventories | 12,840,000 |
Property and equipment, net | 529,000 |
Right-of-use assets | 1,073,000 |
Other assets | 83,000 |
Accounts payable and accrued expenses | (10,052,000) |
Notes payable | (2,972,000) |
Lease liabilities | (1,124,000) |
Net assets acquired | 17,669,000 |
Goodwill | $ 3,184,000 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 10 years |
Intangible asset | $ 2,470,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 10 years |
Intangible asset | $ 1,380,000 |
Proprietary Technology [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 3 years |
Intangible asset | $ 600,000 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Accrued revenue | $ 2,479,000 | $ 2,283,000 |
G I G A Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total purchase consideration | 6,763,000 | |
Fair value of non-controlling interest | 2,735,000 | |
Total consideration | 9,498,000 | |
Cash | 107,000 | |
Trade accounts receivable | 536,000 | |
Inventories | 2,930,000 | |
Prepaid expenses | 116,000 | |
Accrued revenue | 363,000 | |
Property and equipment | 331,000 | |
Right-of-use assets | 370,000 | |
Other long-term assets | 446,000 | |
Accounts payable | (2,831,000) | |
Loans payable, net of discounts and issuance costs | (387,000) | |
Accrued payroll and benefits | (1,488,000) | |
Lease obligations | (491,000) | |
Other current liabilities | (368,000) | |
Other non-current liabilities | (17,000) | |
Net liabilities assumed | (383,000) | |
Goodwill | $ 9,881,000 |
BUSINESS COMBINATIONS (Detail_3
BUSINESS COMBINATIONS (Details 3) - Circle 8 Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Extinguishment of debt | $ 29,234,000 |
Rollover equity | 565,000 |
Contingent consideration – earn-out | 922,000 |
Sellers transaction expenses reimbursement | 742,000 |
Total consideration | $ 31,463,000 |
BUSINESS COMBINATIONS (Detail_4
BUSINESS COMBINATIONS (Details 4) - Circle 8 Acquisition [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 290,000 |
Trade receivable, net | 4,334,000 |
Prepaid expenses and other current assets | 1,185,000 |
Inventory | 24,000 |
Property and equipment, net | 36,395,000 |
Right-of-use assets | 1,558,000 |
Other non-current assets | 17,000 |
Total Assets | 46,123,000 |
Accounts payable | (548,000) |
Accrued payroll and benefits | (186,000) |
Operating lease liabilities - current | (436,000) |
Other current liabilities | (855,000) |
Notes payable - Equipment notes | (10,685,000) |
Operating lease liabilities - non current | (1,144,000) |
Total Liabilities | (13,854,000) |
Net assets acquired | $ 32,269,000 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 10 years |
Intangible asset | $ 1,030,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Equipment useful life | 8 years |
Intangible asset | $ 1,290,000 |
BUSINESS COMBINATIONS (Detail_5
BUSINESS COMBINATIONS (Details 5) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total revenues | $ 214,636,000 | $ 135,582,000 |
Net loss attributable to Ault Alliance, Inc. | $ (185,957,000) | $ (17,966,000) |
BUSINESS COMBINATIONS (Detail_6
BUSINESS COMBINATIONS (Details 6) - Hotels [Member] | Dec. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |
Land and improvements | $ 9,021,000 |
Building improvements | 60,265,000 |
Furniture, fixtures and equipment | 2,048,000 |
Assets acquired | $ 71,334,000 |
BUSINESS COMBINATIONS (Detail_7
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Convertible promissory notes | $ 11,451,000 | $ 468,000 | |
Interst and other income | 200,000 | ||
A V L P Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Convertible promissory notes | 20,000,000 | ||
Accrued interest receivable | $ 5,900,000 | ||
Conversion price | $ 0.50 | ||
Ownership % | 20% | ||
Ownership maximum percentage | 92% | ||
Description of acquisition | The consideration transferred for the Company’s approximate 92% ownership interest in connection with this acquisition aggregated $20.7 million, which represented the fair value of the Company’s holdings in AVLP immediately prior to conversion. The carrying amount of the Company’s holdings in AVLP immediately prior to conversion was $23.4 million, resulting in a $2.7 million loss for the related remeasurement, which was recognized in interest and other income. | ||
Related party expenses | $ 300,000 | ||
S M C Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Description of acquisition | the Company owned more than 50% of the issued and outstanding common stock of SMC. The Company’s ownership of SMC stood at approximately 57% as of December 31, 2022. | ||
Purchase price of common stock aquired | $ 7,400,000 | ||
Interest and Other income1 | 3,100,000 | ||
Interst and other income | 10,500,000 | ||
Non controlling interest at fair value | 10,300,000 | ||
G I G A Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Convertible promissory notes | $ 4,250,000 | ||
Ownership % | 10% | ||
Description of acquisition | acquired 100% of the capital stock of Gresham Worldwide, Inc. (“GWW”) from the Company in exchange for 2.92 million shares of GIGA’s common stock and 514.8 shares of GIGA’s Series F Convertible Preferred Stock (“Series F”) that are convertible into an aggregate of 3.96 million shares of GIGA’s common stock. GIGA also assumed GWW’s outstanding equity awards representing the right to receive up to 749,626 shares of GIGA’s common stock, on an as-converted basis. The transaction described above resulted in a change of control of GIGA. Assuming the Company was to convert all of the Series F, the common stock owned by the Company after such conversion would result in the Company owning approximately 71.2% of GIGA’s outstanding shares. | ||
Purchase price of common stock aquired | 9,500,000 | ||
Interest and Other income1 | 4,000,000 | ||
Interst and other income | 400,000 | ||
Non controlling interest at fair value | 3,700,000 | ||
Non controlling interest at fair value | $ 1,300,000 | ||
Circle 8 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Ownership % | 5.80% | ||
Ownership maximum percentage | 65% | ||
Description of acquisition | The aggregate purchase price consideration transferred from the Buyer to the Seller totaled $31.5 million which included (i) extinguishment of debt amounting to $29.2 million (ii) rollover equity issued to the seller with an estimated fair value of $0.6 million (iii) contingent consideration of $0.9 million and (iv) Seller’s transaction expenses of $0.7 million. | ||
Purchase price | $ 4,000,000 | ||
Estimated cost | 400,000 | ||
Assets acquired | 71,300,000 | ||
Direct transaction costs | 69,200,000 | $ 2,100,000 | |
Purchase price for the property | $ 15,500,000 |
EXECUTIVE CHAIRMAN RELOCATION_2
EXECUTIVE CHAIRMAN RELOCATION BENEFIT (Details Narrative) | Feb. 23, 2021 USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Payments for purchase | $ 300,000 |
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 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 2.15 |
Exercise price, upper limit | $ 1,352 |
Options outstanding shares | shares | 3,160,844 |
Weighted average remaining contractual life (Years) | 8 years 9 months |
Weighted average eexercise price, outstanding | $ 2.49 |
Options, exercisable shares | shares | 1,192,936 |
Weighted average exercise price, exercisable | $ 2.75 |
Issuances Outside Of Plans [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 1.79 |
Options outstanding shares | shares | 850,000 |
Weighted average eexercise price, outstanding | $ 1.79 |
Options, exercisable shares | shares | 850,000 |
Weighted average exercise price, exercisable | $ 1.79 |
Weighted average remaining contractual life (Years) | 7 years 8 months 19 days |
Issuances Outside Of Plans 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 2.46 |
Exercise price, upper limit | $ 2.55 |
Options outstanding shares | shares | 1,800,000 |
Weighted average eexercise price, outstanding | $ 2.55 |
Options, exercisable shares | shares | 898,766 |
Weighted average exercise price, exercisable | $ 2.55 |
Weighted average remaining contractual life (Years) | 8 years 3 months 25 days |
Issuances Outside Of Plans 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 1.79 |
Exercise price, upper limit | $ 2.55 |
Options outstanding shares | shares | 2,650,000 |
Weighted average eexercise price, outstanding | $ 2.31 |
Options, exercisable shares | shares | 1,748,766 |
Weighted average exercise price, exercisable | $ 2.18 |
Weighted average remaining contractual life (Years) | 8 years 1 month 17 days |
Total Options [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 1.79 |
Exercise price, upper limit | $ 1,352 |
Options outstanding shares | shares | 5,810,844 |
Weighted average eexercise price, outstanding | $ 2.40 |
Options, exercisable shares | shares | 2,941,702 |
Weighted average exercise price, exercisable | $ 2.41 |
Weighted average remaining contractual life (Years) | 8 years 5 months 19 days |
Exercise Price Range 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 2.15 |
Exercise price, upper limit | $ 2.62 |
Options outstanding shares | shares | 3,160,000 |
Weighted average remaining contractual life (Years) | 8 years 9 months |
Weighted average eexercise price, outstanding | $ 2.34 |
Options, exercisable shares | shares | 1,192,092 |
Weighted average exercise price, exercisable | $ 2.36 |
Exercise Price Range 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 480 |
Exercise price, upper limit | $ 560 |
Options outstanding shares | shares | 819 |
Weighted average remaining contractual life (Years) | 2 years 11 months 26 days |
Weighted average eexercise price, outstanding | $ 535.27 |
Options, exercisable shares | shares | 819 |
Weighted average exercise price, exercisable | $ 535.27 |
Exercise Price Range 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 1,208 |
Exercise price, upper limit | $ 1,352 |
Options outstanding shares | shares | 25 |
Weighted average remaining contractual life (Years) | 1 year 3 months |
Weighted average eexercise price, outstanding | $ 1,336 |
Options, exercisable shares | shares | 25 |
Weighted average exercise price, exercisable | $ 1,336 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
General and administrative | $ 7,147,000 | $ 7,750,000 |
Total stock-based compensation | $ 7,147,000 | $ 7,750,000 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Shares available for grant, beginning balance | 2,841,699 | 6,693 | |
Number of options, beginning balance | 3,395,919 | 925 | |
Weighted average exercise price, beginning balance | $ 2.52 | $ 564 | |
Weighted aaverage remaining contractual term 1 | 8 years 8 months 12 days | 9 years 9 months 18 days | 4 years 10 months 24 days |
Options outstanding, intrinsic beginning value | $ 0 | $ 0 | |
Authorized | 75,000,000 | 7,500,000 | |
Stock options granted | (3,395,000) | ||
Number of stock options granted | 3,395,000 | ||
Weighted average exercise price, stock options granted | $ 2.35 | ||
Restricted Stock Award | (1,270,000) | ||
Forfeited | 235,075 | 6 | |
Number of options, forfeited | (235,075) | (6) | |
Weighted average exercise price, forfeited | $ 2.66 | $ 1,352 | |
Shares available for grant, ending balance | 78,076,774 | 2,841,699 | 6,693 |
Number of options, ending balance | 3,160,844 | 3,395,919 | 925 |
Weighted average exercise price, ending balance | $ 2.49 | $ 2.52 | $ 564 |
Options outstanding, intrinsic ending value | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||
May 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Common stock for grant of awards reserved | 75,000,000 | ||
Stock available for future grant | 78,100,000 | ||
Unrecognized compensation cost | $ 5,700,000 | ||
Weighted average period | 2 years 3 months 18 days | ||
Share-Based Payment Arrangement, Expense | $ 200,000 | $ 600,000 | |
Mr Read And Mr Long [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized compensation cost | $ 300,000 | ||
Weighted average period | 1 year 6 months | ||
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 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at beginning | 20,014,787 | 3,315,560 | |
Weighted average exercise price, beginning | $ 3.09 | $ 6.19 | |
Weighted average remaining contractual life, ending | 3 years 10 months 24 days | 4 years 8 months 12 days | 4 years 3 months 18 days |
Granted | 9,066,666 | 18,665,252 | |
Weighted average exercise price, granted | $ 0.60 | $ 2.47 | |
Forfeited | (3,998) | (397) | |
Weighted average exercise price, forfieted | $ 607.30 | $ 8 | |
Exercised | (13,548,421) | (1,965,628) | |
Weighted average exercise price, exercised | $ 2.22 | $ 2.42 | |
Balance at end | 15,529,034 | 20,014,787 | 3,315,560 |
Weighted average exercise price, ending | $ 2.24 | $ 3.09 | $ 6.19 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 0 |
Class of Warrant or Right, Outstanding | shares | shares | 6,500 |
Weighted average remaining contractual life (years) | 1 year 3 months |
Weighted average exercise price outstanding | $ 0 |
Number exercisable | shares | 6,500 |
Exercisable, Weighted average exercise price | $ 0 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 15,454,885 |
Weighted average remaining contractual life (years) | 3 years 10 months 28 days |
Weighted average exercise price outstanding | $ 1.38 |
Number exercisable | shares | 15,454,885 |
Exercisable, Weighted average exercise price | $ 1.38 |
Exercise Price 2 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | 0.45 |
Exercise Price 2 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 2.50 |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 53,055 |
Weighted average remaining contractual life (years) | 1 year 4 months 20 days |
Weighted average exercise price outstanding | $ 12.78 |
Number exercisable | shares | 53,055 |
Exercisable, Weighted average exercise price | $ 12.78 |
Exercise Price 3 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | 8.80 |
Exercise Price 3 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 19.80 |
Exercise Price 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 12,227 |
Weighted average remaining contractual life (years) | 4 months 2 days |
Weighted average exercise price outstanding | $ 774.63 |
Number exercisable | shares | 12,227 |
Exercisable, Weighted average exercise price | $ 774.63 |
Exercise Price 4 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | 480 |
Exercise Price 4 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 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 |
Weighted average remaining contractual life (years) | 2 months 4 days |
Weighted average exercise price outstanding | $ 1,404.85 |
Number exercisable | shares | 2,367 |
Exercisable, Weighted average exercise price | $ 1,404.85 |
Exercise Price 5 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | 1,040 |
Exercise Price 5 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 2,000 |
Exercise Price 6 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Outstanding | shares | shares | 15,529,034 |
Weighted average remaining contractual life (years) | 3 years 10 months 20 days |
Weighted average exercise price outstanding | $ 2.24 |
Number exercisable | shares | 15,529,034 |
Exercisable, Weighted average exercise price | $ 2.24 |
Exercise Price 6 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | 0 |
Exercise Price 6 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 2,000 |
WARRANTS (Details 2)
WARRANTS (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Nov. 07, 2021 | |
Exercise price | $ 0.60 | $ 2.29 | $ 2.50 | $ 0.75 |
Contractual term | 4 years | 4 years 8 months 12 days | ||
Volatility | 176% | 150% | ||
Dividend yield | 0% | 0% | ||
Risk-free interest rate | 4.50% | 1% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] - USD ($) | 1 Months Ended | ||||
Nov. 07, 2022 | Dec. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 07, 2021 | |
Number of prohibited warrants to purchase shares | 4,533,334 | 16,037,858 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | $ 0.60 | $ 2.29 | $ 0.75 | |
Principal amount | $ 66,000,000 | $ 18,900,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 21,347,000 | $ 6,902,000 |
Accrued payroll and payroll taxes | 9,939,000 | 5,027,000 |
Accrued lender profit participation rights | 6,000,000 | |
Interest payable | 3,207,000 | 187,000 |
Accrued legal | 3,168,000 | 2,637,000 |
Advances from related parties | 352,000 | |
Financial instrument liabilities | 651,000 | 4,249,000 |
Other accrued expenses | 17,980,000 | 3,753,000 |
Total liabilities | $ 62,644,000 | $ 22,755,000 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details 1) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Payables and Accruals [Abstract] | |
Stock price | $ 2.50 |
Exercise price | $ 2.50 |
Contractually defined remaining term | 5 years |
Contractually defined volatility | 135% |
Dividend yield | 0% |
Risk-free interest rate | 1.30% |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 4,249,000 | $ 4,192,000 |
Recognition of financial instruments | 4,239,000 | |
Change in fair value | 17,000 | 542,000 |
Extinguishment | (4,266,000) | (4,724,000) |
Ending balance | $ 4,249,000 |
ACCOUNTS PAYABLE AND ACCRUED _6
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) | Dec. 31, 2022 USD ($) |
Payables and Accruals [Abstract] | |
Advances from related parties | $ 300,000 |
INVESTMENT MARGIN ACCOUNTS PA_2
INVESTMENT MARGIN ACCOUNTS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investment Margin Accounts Payable | ||
Increase (Decrease) in Securities Borrowed | $ 800,000 | $ 18,500,000 |
Interest expense borrowings | $ 72,000 | $ 55,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating right-of-use assets | $ 8,419,000 | $ 5,243,000 |
Operating lease liability - current | 2,975,000 | 1,123,000 |
Operating lease liability - non-current | $ 5,836,000 | $ 4,213,000 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost | $ 2,716,000 | $ 1,406,000 |
Short-term lease cost | ||
Variable lease cost |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 2,554,000 | $ 1,008,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,791,000 | $ 1,875,000 |
Weighted-average remaining lease term - operating leases | 4 years 1 month 6 days | 6 years 1 month 6 days |
Weighted-average discount rate - operating leases | 7% | 8% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 3,556,000 |
2024 | 2,394,000 |
2025 | 1,896,000 |
2026 | 1,027,000 |
2027 | 376,000 |
Thereafter | 1,144,000 |
Total lease payments | 10,393,000 |
Less interest | 1,582,000 |
Present value of lease liabilities | $ 8,811,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 144,172,000 | $ 122,105,000 |
Unamortized debt discounts | (13,087,000) | (27,496,000) |
Total notes payable, net | 131,085,000 | 94,609,000 |
Less: current portion | (39,621,000) | (39,554,000) |
Notes payable - long-term portion | $ 91,464,000 | 55,055,000 |
Short Term Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 5% | |
Due date | Jan. 03, 2023 | |
Total notes payable | $ 700,000 | 118,000 |
Senior Secured Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 65,972,000 | |
Madison Secured Construction Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 7% | |
Due date | Jan. 01, 2025 | |
Total notes payable | $ 62,395,000 | 55,055,000 |
S M C Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8% | |
Due date | Oct. 14, 2025 | |
Total notes payable | $ 1,761,000 | |
S M C installment Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 7.60% | |
Due date | Jun. 18, 2024 | |
Total notes payable | $ 158,000 | |
S M C Line Of Credit One [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8.40% | |
Due date | Dec. 16, 2025 | |
Total notes payable | $ 14,724,000 | |
S M C Line Of Credit Two [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 7.20% | |
Due date | Nov. 16, 2026 | |
Total notes payable | $ 10,677,000 | |
X B T O Trading Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 12.50% | |
Due date | Dec. 30, 2023 | |
Total notes payable | $ 2,749,000 | |
Secured Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 16% | |
Due date | Mar. 16, 2023 | |
Total notes payable | $ 17,456,000 | |
Secured Promissory Notes One [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 3% | |
Due date | May 18, 2023 | |
Total notes payable | $ 5,672,000 | |
Secured Promissory Notes Two [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8.50% | |
Due date | May 07, 2024 | |
Total notes payable | $ 17,389,000 | |
Secured Promissory Notes Three [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | |
Due date | Aug. 10, 2023 | |
Total notes payable | $ 8,789,000 | |
Short Term Bank Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 4.40% | |
Total notes payable | $ 1,702,000 | $ 960,000 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Dec. 31, 2022 USD ($) |
Notes Payable | |
2023 | $ 51,069,000 |
2024 | 13,807,000 |
2025 | 64,132,000 |
2026 | 15,164,000 |
Total | $ 144,172,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Oct. 14, 2022 | Aug. 10, 2022 | Dec. 16, 2022 | Nov. 18, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 07, 2022 | Dec. 30, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Amortization of debt discount | $ 30,000,000 | $ 7,300,000 | |||||||
Repayments of Secured Debt | $ 66,000,000 | ||||||||
Amortization of Debt Discount (Premium) | $ 26,300,000 | $ 29,972,000 | $ 1,076,000 | ||||||
Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 16% | ||||||||
Principal amount | $ 17,500,000 | ||||||||
Maturity date description | The maturity date of the Notes is March 16, 2023, although if the Company repays at least $14.3 million of principal payment on or before the maturity date, the Company may extend the maturity date by forty-five (45) days by paying a fee of 10% of the outstanding balance owed on the Notes as of the original maturity date. The Notes contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Notes, or bankruptcy or insolvency of the Company. The Company may prepay any or all outstanding principal and accrued and unpaid interest at any time without penalty. The purchase price for the Notes was $16.1 million, of which $13.3 million was paid in cash, $1.8 million was a non-accountable expense allowance and $1.0 million was the forgiveness of cash owed to the Subsequent Investor for cashless exercise of warrants previously issued to the Subsequent Investor. | ||||||||
Secured Debt Financing [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 8.50% | ||||||||
Principal amount | $ 18,900 | ||||||||
Cash | $ 1,500,000 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 11,000,000 | ||||||||
Debt issuance costs | 10,000 | ||||||||
Purchace price | 10,000,000 | ||||||||
Mining equipment | $ 23,100,000 | ||||||||
Securities Purchase Agreement [Member] | Fifth Third Bank [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Maturity date description | The Credit Agreement provides for a three-year secured revolving credit facility in an aggregate principal amount of up to $15.0 million decreased to $7.5 million during the period of January 1 through July 31 of each year. The Credit Agreement matures on October 14, 2025. | ||||||||
Securities Purchase Agreement [Member] | Promissory Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 10% | 8% | |||||||
Principal amount | $ 14,700,000 | $ 1,000,000 | $ 66,000,000 | ||||||
Percentage of original issue discount | 10% | 10% | |||||||
Maturity date description | The maturity date of the secured promissory notes is August 10, 2023. The Company is required to make monthly payment (principal and interest) of $1.0 million on the tenth calendar day of each month, starting in September 2022. Provided that the Company makes the first six monthly payments in full and on a timely basis, after six months, the Company may elect to pay a forbearance fee of $0.3 million in lieu of a monthly payment, which would extend the maturity date of the related secured promissory notes by one month for each forbearance. The Company may not elect forbearance in consecutive months. | ||||||||
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 | ||||||||
Securities Purchase Agreement [Member] | B N I Subsidiary [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 3% | ||||||||
Principal amount | $ 8,181,819,000 | ||||||||
Purchace price | $ 8,200,000 | ||||||||
Maturity date description | The maturity date of the secured promissory notes is May 18, 2023. When the Company sells the Collateral, the Company is required to make a payment towards the secured promissory notes equal to 45% of the realized gains. After the secured promissory notes have been repaid in full and until all of the Collateral is sold, when the Company sells any remaining Collateral, the Company is required to give the investors a profits participation interest equal to 45% of the realized gains. | ||||||||
Collaborative Arrangement [Member] | Construction Loan Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Construction loan | $ 62,400,000 | ||||||||
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. |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Fair value of embedded options and derivatives | $ 2,316,000 | |
Less: unamortized debt discounts | (111,000) | (192,000) |
Total convertible notes payable, net of financing cost | 12,776,000 | 468,000 |
Less: current portion | (1,325,000) | |
Total convertible notes payable, net of financing cost, long term | $ 11,451,000 | 468,000 |
Convertible Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 4 | |
Interest rate on convertible note | 4% | |
Convertible note | $ 660,000 | 660,000 |
A V L P Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.35 | |
Interest rate on convertible note | 7% | |
Convertible note | $ 9,911,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - Convertible Notes Payable [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Debt Instrument [Line Items] | |
Exercise price | $ 0.35 |
Term | 2 years 8 months 12 days |
Volatility | 75% |
Risk free interest rate | 4% |
CONVERTIBLE NOTE _ RELATED PA_2
CONVERTIBLE NOTE – RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 05, 2020 | |
Short-Term Debt [Line Items] | |||
Interest Expense | $ 42,546,000 | $ 1,871,000 | |
Common Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Conversion of Stock, Shares Converted | 300,000 | ||
Interest Expense | $ 12,000 | ||
Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||
Debt Instrument, Face Amount | $ 1,000,000 | ||
Convertible Promissory Note [Member] | Common Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 1.45 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 28, 2018 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Loss on litigation | $ 3,200 | |
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 | $ 14,000,000 | |
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 $14 million for 2023, subject to certain termination provisions. The contract terminates on December 31, 2023. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jun. 14, 2022 | Jun. 03, 2022 | Feb. 25, 2022 | Jun. 11, 2021 | May 12, 2021 | Jan. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 25,000,000 | |||||||
Voting rights | The Class B common stock carries the voting power of 10 shares of Class A common stock, referred to herein as the common stock. | |||||||
IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Net proceeds from offering | $ 3,600,000 | |||||||
Non-accountable fees and offering expenses | $ 3,100,000 | |||||||
Esousa Holdings [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Principal amount | $ 200,000 | |||||||
Accrued interest | 16,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued for services | 125,000,000 | |||||||
Shares of its common stock in satisfaction of accrued liabilities | $ 200,000,000 | |||||||
Number of shares issued (in shares) | 2,400,000 | |||||||
Common Stock [Member] | Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 1,200,000 | |||||||
At The Market Issuance Sales Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Net proceeds from offering | $ 125,000,000 | |||||||
Number of shares issued for services (in shares) | 52,600,000 | |||||||
At The Market Issuance Sales Agreement [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 200,000,000 | |||||||
At The Market Issuance Sales Agreement [Member] | Wilson Davis And Co Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 50,000,000 | |||||||
At The Market Issuance Sales Agreement [Member] | Wilson Davis And Co Inc [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 172,400,000 | |||||||
Number of shares sold | 285,900,000 | |||||||
Securities Purchase Agreement [Member] | Ault And Company [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares agreed to purchase | 1,000,000 | 275,862 | ||||||
Number of shares agreed to purchase, value | $ 2,990,000 | $ 400,000 | ||||||
Shares issued price (in dollars per share) | $ 2.99 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 500,000 | 500,000 | ||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 2,500 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 2,000,000 | 2,000,000 | ||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | ||||||
Series D Preferred Stock [Member] | IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized | 2,000,000 | |||||||
Number of shares issued (in shares) | 144,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||
Preferred stock, per share | $ 25 | |||||||
Series D Preferred Stock [Member] | At The Market Issuance Sales Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Net proceeds from offering | $ 46,400,000 | |||||||
Number of shares sold | 28,838 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pre-tax loss | ||
U.S. Federal | $ (189,899,000) | $ (24,644,000) |
Foreign | (4,419,000) | 803,000 |
Total | $ (194,318,000) | $ (23,841,000) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Allowance for doubtful accounts | $ 439,000 | $ 361,000 |
Unrealized losses | 11,082,000 | 5,413,000 |
Obsolete inventory | 2,816,000 | 375,000 |
Stock compensation | 3,581,000 | 1,915,000 |
Other carryforwards | 317,000 | 132,000 |
Net operating loss carryforwards | 17,878,000 | 8,716,000 |
Lease liability | 1,979,000 | 888,000 |
Impairment | 22,822,000 | 560,000 |
Accrued expenses | 3,648,000 | 2,157,000 |
Interest Expense | 8,668,000 | |
Other | 404,000 | |
Total deferred tax asset | 73,634,000 | 20,517,000 |
Deferred tax liability: | ||
Right-of-use assets | (1,865,000) | (857,000) |
Fixed assets, net | (1,575,000) | (3,937,000) |
Intangible assets, net | (6,638,000) | (256,000) |
Bargain Gain/Loss | (225,000) | |
Total deferred income tax liabilities | 10,303,000 | 5,050,000 |
Net deferred income tax assets | 63,331,000 | 15,467,000 |
Valuation allowance | (63,304,000) | (15,467,000) |
Deferred tax asset (liability), net | $ (27,000) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. Federal | $ 244,000 | $ 69,000 |
U.S. State | 143,000 | 35,000 |
Foreign | 132,000 | 26,000 |
Total current provision | 519,000 | 130,000 |
Deferred | ||
U.S. Federal | (4,977,000) | |
U.S. State | (27,000) | |
Foreign | 0 | |
Total deferred provision (benefit) | (5,004,000) | |
Total provision (benefit) for income taxes | $ (4,485,000) | $ 130,000 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | 21% | 21% |
State taxes net of federal benefit | 7.30% | 6.10% |
Foreign rate differential | 0% | 0.30% |
PPP forgiveness | 0% | 0.40% |
Effect of change in valuation allowance | (22.10%) | (26.00%) |
Permanent differences | 1% | (0.10%) |
Goodwill impairment | (1.40%) | |
IRC Section 162(m) compensation limitation | (0.30%) | (0.70%) |
Excess tax benefit - windfall/(shortfall) | (0.20%) | 0.70% |
Other | (0.90%) | (2.60%) |
Income tax benefit | (2.30%) | (0.90%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 17,878,000 | $ 8,716,000 |
Decreased in valuation allowance | $ 47,800,000 | |
Effective tax rates | 2.30% | (0.90%) |
Corporate income tax rate | 21% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 23,700,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 104,200,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,507,000 | 29,353,000 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,811,000 | 6,396,000 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,775,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 15,529,000 | 20,015,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 165,000 | 165,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,000 | 2,000 |
SEGMENT AND CUSTOMERS INFORMA_3
SEGMENT AND CUSTOMERS INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue, cryptocurrency mining, net | $ (16,693,000) | $ (3,450,000) |
Income (loss) from operations | (140,168,000) | (18,361,000) |
Capital expenditures for the year ended December 31, 2021 | 108,416,000 | 151,993,000 |
Identifiable assets | 561,514,000 | 490,286,000 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 60,456,000 | 31,119,000 |
Revenue, cryptocurrency mining, net | 16,693,000 | 3,450,000 |
Revenue, commercial real estate leases | 1,105,000 | 788,000 |
Revenue, lending and trading activities | 36,644,000 | 16,854,000 |
Revenue, hotel | 2,739,000 | 189,000 |
Revenue, hotel operations | 16,697,000 | |
Total revenues | 134,334,000 | 52,400,000 |
Depreciation and amortization expense | 19,968,000 | 2,478,000 |
Income (loss) from operations | (140,168,000) | (18,361,000) |
Capital expenditures for the year ended December 31, 2021 | 108,416,000 | 173,993,000 |
Identifiable assets | 556,064,000 | 490,286,000 |
Operating Segments [Member] | G I G A [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 30,255,000 | 25,581,000 |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | 30,255,000 | 25,581,000 |
Depreciation and amortization expense | 1,713,000 | 876,000 |
Income (loss) from operations | (13,951,000) | (1,298,000) |
Capital expenditures for the year ended December 31, 2021 | 600,000 | 947,000 |
Identifiable assets | 38,520,000 | 33,716,000 |
Operating Segments [Member] | Turn On Green [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,522,000 | 5,346,000 |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | 5,522,000 | 5,346,000 |
Depreciation and amortization expense | 497,000 | 25,000 |
Income (loss) from operations | (3,843,000) | (1,518,000) |
Capital expenditures for the year ended December 31, 2021 | 266,000 | 18,000 |
Identifiable assets | 6,959,000 | 4,601,000 |
Operating Segments [Member] | Fintech [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 239,000 | 192,000 |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | 36,644,000 | 16,854,000 |
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | 36,883,000 | 17,046,000 |
Depreciation and amortization expense | 475,000 | |
Income (loss) from operations | 4,430,000 | 3,794,000 |
Capital expenditures for the year ended December 31, 2021 | 17,374,000 | |
Identifiable assets | 82,944,000 | 81,415,000 |
Operating Segments [Member] | B N I [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | 16,693,000 | 3,450,000 |
Revenue, commercial real estate leases | 1,105,000 | 788,000 |
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | 17,798,000 | 4,238,000 |
Depreciation and amortization expense | 12,396,000 | 1,384,000 |
Income (loss) from operations | (91,614,000) | 1,541,000 |
Capital expenditures for the year ended December 31, 2021 | 80,799,000 | 85,927,000 |
Identifiable assets | 75,731,000 | 99,590,000 |
Operating Segments [Member] | A G R E E [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 | |
Revenue, hotel operations | 16,697,000 | |
Total revenues | 16,697,000 | 189,000 |
Depreciation and amortization expense | 3,323,000 | 138,000 |
Income (loss) from operations | (691,000) | (194,000) |
Capital expenditures for the year ended December 31, 2021 | 9,112,000 | 86,884,000 |
Identifiable assets | 98,495,000 | 93,838,000 |
Operating Segments [Member] | Ault Disruptive [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | ||
Depreciation and amortization expense | ||
Income (loss) from operations | (1,420,000) | (20,000) |
Capital expenditures for the year ended December 31, 2021 | ||
Identifiable assets | 118,791,000 | 119,335,000 |
Operating Segments [Member] | S M C [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,224,000 | |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | 24,224,000 | |
Depreciation and amortization expense | 503,000 | |
Income (loss) from operations | (4,973,000) | |
Capital expenditures for the year ended December 31, 2021 | 93,000 | |
Identifiable assets | 27,508,000 | |
Operating Segments [Member] | Energy [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 216,000 | |
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | 2,739,000 | |
Revenue, hotel operations | ||
Total revenues | 2,955,000 | |
Depreciation and amortization expense | 505,000 | |
Income (loss) from operations | (546,000) | |
Capital expenditures for the year ended December 31, 2021 | 31,000 | |
Identifiable assets | 90,805,000 | |
Operating Segments [Member] | Holding Co. [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, cryptocurrency mining, net | ||
Revenue, commercial real estate leases | ||
Revenue, lending and trading activities | ||
Revenue, hotel | ||
Revenue, hotel operations | ||
Total revenues | ||
Depreciation and amortization expense | 556,000 | 55,000 |
Income (loss) from operations | (27,560,000) | (20,666,000) |
Capital expenditures for the year ended December 31, 2021 | 141,000 | 217,000 |
Identifiable assets | $ 16,311,000 | $ 57,791,000 |
CONCENTRATIONS OF CREDIT AND _2
CONCENTRATIONS OF CREDIT AND REVENUE RISK (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Member] | Geographic Concentration Risk [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 14% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 16% | 18% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 12% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | ||||
Apr. 06, 2023 | Apr. 05, 2023 | Dec. 29, 2022 | Mar. 13, 2023 | Apr. 15, 2023 | Mar. 28, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Preferred stock, authorized | 25,000,000 | ||||||
Alpha Fund [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares purchased for investment | 1,900,000 | ||||||
Average purchase price | $ 0.10 | ||||||
Subsequent Event [Member] | N 12 Term Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 1,100,000 | ||||||
Interest rate | 12% | ||||||
Maturity date | Jun. 05, 2023 | ||||||
Extension fee | $ 30,000 | ||||||
Subsequent Event [Member] | Secured Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Secured promissory note description | Company entered into an amendment agreement, effective as of March 16, 2023, with the Initial Investor related to the December 2022 16% secured promissory note extending the due date on the note to May 31, 2023, which will automatically extend to June 30, 2023 if the Company repays the balance outstanding on the note as of the extension date, which was $8.3 million, by May 31, 2023. The Company agreed to increase the principal amount of the note by approximately $2.0 million, reflecting a $1.7 million extension fee and $0.4 million of liquidated damages for failure to obtain an effective registration statement. | ||||||
Subsequent Event [Member] | Alpha Fund [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payment for investment | $ 600,000 | ||||||
Investments | $ 33,900,000 | ||||||
Subsequent Event [Member] | Sales Agreement [Member] | Common A T M Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sold an aggregate shares | 32,000,000 | ||||||
Gross Proceeds from Issuance or Sale of Equity | $ 4,200,000 | ||||||
Subsequent Event [Member] | Sales Agreement [Member] | Preferred A T M Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sold an aggregate shares | 109,114 | ||||||
Gross Proceeds from Issuance or Sale of Equity | $ 1,400,000 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, authorized | 100,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 100 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Series E Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, authorized | 83,000 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Series F Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, authorized | 1,000 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Series G Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, authorized | 16,000 |