Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 6.3 | ||
Entity Common Stock, Shares Outstanding | 30,065,399 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
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, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 8,626,000 | $ 7,942,000 |
Restricted cash | 4,966,000 | 732,000 |
Cash and marketable securities held in trust account | 118,193,000 | |
Marketable equity securities | 27,000 | 6,590,000 |
Accounts receivable, net | 10,839,000 | 19,322,000 |
Inventories | 8,384,000 | 22,036,000 |
Investment in promissory notes and other, related party | 3,968,000 | 2,868,000 |
Loans receivable, current | 1,234,000 | 7,593,000 |
Prepaid expenses and other current assets | 9,450,000 | 5,074,000 |
Current assets of discontinued operations | 90,991,000 | 5,959,000 |
TOTAL CURRENT ASSETS | 138,485,000 | 196,309,000 |
Cash and marketable securities held in trust account | 2,200,000 | |
Intangible assets, net | 5,754,000 | 34,786,000 |
Goodwill | 6,088,000 | 27,902,000 |
Property and equipment, net | 108,829,000 | 146,779,000 |
Right-of-use assets | 6,315,000 | 8,419,000 |
Investments in common stock, related parties | 679,000 | 6,449,000 |
Investments in other equity securities | 21,767,000 | 42,494,000 |
Other assets | 9,073,000 | 5,841,000 |
Non-current assets of discontinued operations | 92,535,000 | |
TOTAL ASSETS | 299,190,000 | 561,514,000 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 66,443,000 | 60,428,000 |
Operating lease liability, current | 2,119,000 | 2,975,000 |
Notes payable, current | 12,866,000 | 39,621,000 |
Notes payable, related party, current | 2,375,000 | 352,000 |
Convertible notes payable, current | 11,763,000 | 1,325,000 |
Redeemable non-controlling interests in equity of subsidiaries | 117,993,000 | |
Guarantee liability | 38,900,000 | |
Current liabilities of discontinued operations | 70,361,000 | 2,631,000 |
TOTAL CURRENT LIABILITIES | 204,827,000 | 225,325,000 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 4,402,000 | 5,836,000 |
Notes payable, non-current | 18,158,000 | 29,831,000 |
Convertible notes payable, non-current | 9,453,000 | 11,451,000 |
Deferred underwriting commissions of Ault Disruptive Technologies Corporation (“Ault Disruptive”) subsidiary | 3,450,000 | 3,450,000 |
Non-current liabilities of discontinued operations | 61,633,000 | |
TOTAL LIABILITIES | 240,290,000 | 337,526,000 |
Redeemable non-controlling interests in equity of subsidiaries | 2,224,000 | |
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 644,852,000 | 565,905,000 |
Accumulated deficit | (567,469,000) | (329,078,000) |
Accumulated other comprehensive loss | (2,097,000) | (1,100,000) |
Treasury stock, at cost | (30,571,000) | (29,235,000) |
TOTAL AULT ALLIANCE STOCKHOLDERS’ EQUITY | 44,719,000 | 206,492,000 |
Non-controlling interest | 11,957,000 | 17,496,000 |
TOTAL STOCKHOLDERS’ EQUITY | 56,676,000 | 223,988,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 299,190,000 | 561,514,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, value | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, value | ||
Series C 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 | 4,000 | |
Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common Stock, value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 25,000,000 | |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars 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] | ||
Convertible preferred stock, stated value (in dollars 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 | 0 | 125,000 |
Preferred stock, shares outstanding | 0 | 125,000 |
Preferred stock, liquidation preference, value | $ 0 | $ 1,190,000 |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 41,500 | 0 |
Preferred stock, shares outstanding | 41,500 | 0 |
Preferred stock, liquidation preference, value | $ 41,500,000 | $ 41,500,000 |
Series D Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars 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 | 425,197 | 172,838 |
Preferred stock, shares outstanding | 425,197 | 172,838 |
Preferred stock, liquidation preference, value | $ 10,630,000 | $ 4,321,000 |
Common Class A [Member] | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,483,459 | 50,966 |
Common stock, shares outstanding | 4,483,459 | 50,966 |
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, 2023 | Dec. 31, 2022 | |
Total revenue | $ 156,444,000 | $ 117,637,000 |
Total cost of revenue | 125,385,000 | 66,956,000 |
Gross profit | 31,059,000 | 50,681,000 |
Operating expenses | ||
Research and development | 7,234,000 | 2,773,000 |
Selling and marketing | 33,529,000 | 29,364,000 |
General and administrative | 77,806,000 | 60,302,000 |
Impairment of goodwill and intangible assets | 47,561,000 | 13,064,000 |
Impairment of property and equipment | 18,161,000 | 79,556,000 |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Impairment of mined digital currencies | 489,000 | 3,099,000 |
Total operating expenses | 184,780,000 | 190,158,000 |
Loss from operations | (153,721,000) | (139,477,000) |
Other income (expense): | ||
Interest and other income | 5,294,000 | 2,594,000 |
Interest expense | (36,595,000) | (37,342,000) |
Interest expense, related party | (664,000) | |
Other expense, guarantee | (35,400,000) | |
Loss on extinguishment of debt | (8,719,000) | |
Loss on extinguishment of debt, related party | (4,164,000) | |
Loss from investment in unconsolidated entity | (302,000) | (924,000) |
Loss on deconsolidation of subsidiary | (3,040,000) | |
Impairment of equity securities | (9,555,000) | (11,500,000) |
Gain from bargain purchase of business | 806,000 | |
Gain on the sale of fixed assets | 2,069,000 | |
Change in fair value of warrant and derivative liabilities | 4,544,000 | (2,580,000) |
Total other expense, net | (86,532,000) | (48,946,000) |
Loss before income taxes | (240,253,000) | (188,423,000) |
Income tax provision (benefit) | 337,000 | (4,485,000) |
Net loss from continuing operations | (240,590,000) | (183,938,000) |
Net loss from discontinued operations | (15,704,000) | (5,895,000) |
Net loss | (256,294,000) | (189,833,000) |
Net loss attributable to non-controlling interest | 25,268,000 | 8,017,000 |
Net loss attributable to Ault Alliance, Inc. | (231,026,000) | (181,816,000) |
Preferred dividends | (1,375,000) | (393,000) |
Net loss available to common stockholders | $ (232,401,000) | $ (182,209,000) |
Net income (loss) continuing operations basic | $ (306.07) | $ (5,877.13) |
Net income (loss) continuing operations diluted | (306.07) | (5,877.13) |
Net income (loss) discontinued operations basic | (22.18) | (196.50) |
Net income (loss) discontinued operations diluted | (22.18) | (196.50) |
Net loss per common share | $ (328.25) | $ (6,073.63) |
Weighted average basic common shares outstanding | 708,000 | 30,000 |
Weighted average diluted common shares outstanding | 708,000 | 30,000 |
Comprehensive loss | ||
Net loss available to common stockholders | $ (232,401,000) | $ (182,209,000) |
Foreign currency translation adjustment | (997,000) | (995,000) |
Other comprehensive loss | (997,000) | (995,000) |
Total comprehensive loss | (233,398,000) | (183,204,000) |
Revenue products [Member] | ||
Total revenue | 76,137,000 | 61,561,000 |
Revenue Digital Currencies Mining [Member] | ||
Total revenue | 33,107,000 | 16,693,000 |
Crane Operations [Member] | ||
Total revenue | 49,198,000 | 2,739,000 |
Lending and Trading Activities [Member] | ||
Total revenue | (1,998,000) | 36,644,000 |
Product [Member] | ||
Total cost of revenue | 57,788,000 | 44,508,000 |
Cost Of Revenue Crypto Currency Mining [Member] | ||
Total cost of revenue | 36,446,000 | 21,508,000 |
Cost Of Sales Crane Operations [Member] | ||
Total cost of revenue | 29,971,000 | 940,000 |
Cost Of Revenue Lending And Trading Activities [Member] | ||
Total cost of revenue | $ 1,180,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Class A 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, 2021 | $ 385,728,000 | $ (145,600,000) | $ (106,000) | $ 1,613,000 | $ (13,180,000) | $ 228,455,000 | |||||
Beginning balance, shares at Dec. 31, 2021 | 7,040 | 125,000 | 11,246 | ||||||||
Issuance of Class A common stock for restricted stock awards | |||||||||||
Issuance of Class A common stock for restricted stock awards, shares | 125 | ||||||||||
Series D preferred stock issued for cash | 4,321,000 | 4,321,000 | |||||||||
Series D preferred stock issued for cash, shares | 172,838 | ||||||||||
Series D 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 Gresham Worldwide, Inc., formerly known as Giga-tronics Incorporated (“GIGA”) acquisition | 1,669,000 | 1,669,000 | |||||||||
Issuance of Class A common stock for cash | 172,253,000 | 172,253,000 | |||||||||
Issuance of Class A common stock for cas, shares | 38,048 | ||||||||||
Financing cost in connection with sales of Class A common stock | (4,210,000) | ||||||||||
Issuance of Class A common stock upon exercise of warrants | 1,196,000 | 1,196,000 | |||||||||
Issuance of Class A common stock upon exercise of warrants, shares | 1,547 | ||||||||||
Fair value of warrants issued in connection with notes payable | 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 Avalanche International Corp. (“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) | |||||||||
Foreign currency translation adjustments | (995,000) | (995,000) | |||||||||
Net loss attributable to non-controlling interest | (8,017,000) | (8,017,000) | |||||||||
Other | (1,000) | 1,000 | (1,000) | (1,000) | |||||||
Financing cost in connection with sales of Class A common stock | (4,210,000) | (4,210,000) | |||||||||
Ending balance, value at Dec. 31, 2022 | 565,905,000 | (329,078,000) | (1,100,000) | 17,496,000 | (29,235,000) | 223,988,000 | |||||
Ending balance, shares at Dec. 31, 2022 | 7,040 | 125,000 | 172,838 | 50,966 | |||||||
Issuance of Class A common stock for restricted stock awards | |||||||||||
Issuance of Class A common stock for restricted stock awards, shares | 199 | ||||||||||
Issuance of Series C preferred stock, related party | 27,042,000 | 27,042,000 | |||||||||
Issuance of Series C preferred stock, related party, shares | 41,500 | ||||||||||
Fair value of warrants issued in connection with Series C preferred stock, related party | 10,958,000 | 10,958,000 | |||||||||
Series C preferred stock issuance costs | (500,000) | (500,000) | |||||||||
Issuance of Series D preferred stock | 2,982,000 | 2,982,000 | |||||||||
Issuance of Series D preferred stock, shares | 252,359 | ||||||||||
Series D preferred stock offering costs | (105,000) | (105,000) | |||||||||
Series B preferred stock exchanged for convertible note, related party | (1,190,000) | (1,190,000) | |||||||||
Series B preferred stock exchanged for convertible note, related party, shares | (125,000) | ||||||||||
Stock-based compensation | 6,615,000 | 4,253,000 | 10,868,000 | ||||||||
Issuance of Class A common stock for cash | $ 4,000 | 39,411,000 | 39,415,000 | ||||||||
Issuance of Class A common stock for cas, shares | 4,340,336 | ||||||||||
Financing cost in connection with sales of Class A common stock | (1,344,000) | (1,344,000) | |||||||||
Issuance of Class A common stock for conversion of preferred stock liabilities | 912,000 | 912,000 | |||||||||
Issuance of Class A common stock for conversion of preferred stock liabilities, shares | 5,736 | ||||||||||
Issuance of Class A common stock for conversion of debt | 527,000 | 527,000 | |||||||||
Issuance of Class A common stock for conversion of debt, shares | 84,632 | ||||||||||
Class A common stock issued in connection with issuance of notes payable | 162,000 | 162,000 | |||||||||
Class A common stock issued in connection with issuance of notes payable, shares | 1,590 | ||||||||||
Warrants issued in connection with issuance of convertible notes payable, related party | 4,164,000 | 4,164,000 | |||||||||
Remeasurement of Ault Disruptive subsidiary temporary equity | (5,990,000) | (5,990,000) | |||||||||
Increase in ownership interest of subsidiary | 13,000 | (1,086,000) | (1,073,000) | ||||||||
Non-controlling interest in RiskOn International, Inc. (“ROI”) subsidiary acquired | 6,357,000 | 6,357,000 | |||||||||
Non-controlling interest in Eco Pack Technologies Limited (“Eco Pack”) subsidiary acquired | 856,000 | 856,000 | |||||||||
Sale of subsidiary stock to non-controlling interests | 7,342,000 | 7,342,000 | |||||||||
Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest | (729,000) | (729,000) | |||||||||
Deconsolidation of The Singing Machine Company, Inc. (“SMC”) | (7,966,000) | (7,966,000) | |||||||||
Purchase of treasury stock - Ault Alpha | (1,336,000) | (1,336,000) | |||||||||
Net loss | (231,026,000) | (231,026,000) | |||||||||
Preferred dividends | (1,375,000) | (1,375,000) | |||||||||
Foreign currency translation adjustments | (997,000) | (997,000) | |||||||||
Net loss attributable to non-controlling interest | (25,268,000) | (25,268,000) | |||||||||
Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Ault Alliance Class A common stockholders ($2.02 per share) | (10,700,000) | 10,700,000 | |||||||||
Other | 2,000 | 2,000 | |||||||||
Ending balance, value at Dec. 31, 2023 | $ 4,000 | $ 644,852,000 | $ (567,469,000) | $ (2,097,000) | $ 11,957,000 | $ (30,571,000) | $ 56,676,000 | ||||
Ending balance, shares at Dec. 31, 2023 | 7,040 | 41,500 | 425,197 | 4,483,459 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (256,294,000) | $ (189,833,000) |
Net loss from discontinued operations | (15,704,000) | (5,895,000) |
Net loss from continuing operations | (240,590,000) | (183,938,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 26,974,000 | 14,676,000 |
Amortization of debt discount | 21,507,000 | 29,581,000 |
Amortization of right-of-use assets | 2,882,000 | 1,745,000 |
Other expense, guarantee | 35,400,000 | |
Deferred tax benefit | (5,000,000) | |
Impairment of goodwill and intangible assets | 47,561,000 | 13,064,000 |
Impairment of property and equipment | 18,161,000 | 79,556,000 |
Stock-based compensation | 10,868,000 | 7,202,000 |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Accretion of original issue discount on notes receivable | (5,549,000) | |
Gain on the sale of fixed assets | (2,069,000) | |
Impairment of equity securities | 15,755,000 | 11,500,000 |
Impairment of digital currencies | 489,000 | 3,099,000 |
Realized gain on the sale of digital currencies | (520,000) | (1,045,000) |
Revenue, digital currencies mining | (33,107,000) | (16,693,000) |
Realized gains on sale of marketable securities | (8,437,000) | (12,111,000) |
Unrealized (gains) losses on marketable securities | (2,509,000) | 13,889,000 |
Unrealized losses on investments in common stock, related parties | 5,785,000 | 11,682,000 |
Unrealized gains on equity securities | (41,994,000) | |
Income from cash held in trust | (2,590,000) | |
Loss from investment in unconsolidated entity | 302,000 | 924,000 |
Loss on remeasurement of investment in unconsolidated entity | 2,700,000 | |
Provision for loan losses | 1,180,000 | |
Change in the fair value of warrant and derivative liabilities | (4,544,000) | 1,672,000 |
Loss on extinguishment of debt | 12,883,000 | |
Loss on deconsolidation of subsidiary | 3,040,000 | |
Other | (1,173,000) | (1,004,000) |
Changes in operating assets and liabilities: | ||
Proceeds from the sale of digital currencies | 29,111,000 | 15,832,000 |
Marketable equity securities | 46,457,000 | 78,951,000 |
Accounts receivable | (415,000) | (58,000) |
Inventories | 4,312,000 | (1,068,000) |
Prepaid expenses and other current assets | 3,214,000 | 3,802,000 |
Other assets | (3,232,000) | (3,969,000) |
Accounts payable and accrued expenses | 15,662,000 | 9,466,000 |
Lease liabilities | (3,187,000) | (1,919,000) |
Net cash (used in) provided by operating activities from continuing operations | (830,000) | 26,993,000 |
Net cash used in operating activities from discontinued operations | (4,598,000) | (504,000) |
Net cash (used in) provided by operating activities | (5,428,000) | 26,489,000 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,666,000) | (99,305,000) |
Investment in promissory notes and other, related parties | (2,200,000) | |
Investments in common stock and warrants, related parties | (4,901,000) | |
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) | |
Purchase of Eco Pack, net of cash received | (132,000) | |
Cash decrease upon deconsolidation of subsidiary | (6,285,000) | |
Acquisition of non-controlling interests | (1,072,000) | (4,265,000) |
Purchase of marketable equity securities | (2,017,000) | |
Sales of marketable equity securities | 11,748,000 | |
Investments in loans receivable | (501,000) | (11,309,000) |
Principal payments on loans receivable | 11,050,000 | |
Investments in non-marketable equity securities | (10,952,000) | (26,551,000) |
Proceeds from the sale of fixed assets | 4,515,000 | |
Other | (78,000) | |
Net cash used in investing activities from continuing operations | (23,171,000) | (149,532,000) |
Net cash used in investing activities from discontinued operations | (6,347,000) | (9,111,000) |
Net cash used in investing activities | (29,518,000) | (158,643,000) |
Cash flows from financing activities: | ||
Gross proceeds from sales of Class A common stock | 39,415,000 | 172,253,000 |
Financing cost in connection with sales of Class A common stock | (1,344,000) | (4,210,000) |
Proceeds from sales of Series D preferred stock | 2,983,000 | 4,321,000 |
Financing cost in connection with sales of Series D preferred stock | (105,000) | (811,000) |
Proceeds from sales of Series C preferred stock, related party | 3,841,000 | |
Financing cost in connection with sales of Series C preferred stock, related party | (500,000) | |
Proceeds from subsidiaries’ sale of stock to non-controlling interests | 7,342,000 | |
Distribution to Circle 8 non-controlling interest | (729,000) | |
Proceeds from notes payable | 38,782,000 | 53,314,000 |
Proceeds from convertible notes payable, related party | 4,625,000 | |
Proceeds from notes payable, related party | 2,337,000 | |
Repayment of margin accounts | (767,000) | (17,721,000) |
Payments on notes payable | (65,049,000) | (73,927,000) |
Payments on convertible notes payable, related party | (150,000) | |
Payments on notes payable, related party | (314,000) | |
Payments of preferred dividends | (1,375,000) | (393,000) |
Purchase of treasury stock | (1,336,000) | (16,054,000) |
Proceeds from sales of convertible notes | 5,165,000 | |
Payments on convertible notes | (1,022,000) | |
Net cash provided by financing activities from continuing operations | 31,799,000 | 116,772,000 |
Net cash provided by financing activities from discontinued operations | 5,237,000 | 7,340,000 |
Net cash provided by financing activities | 37,036,000 | 124,112,000 |
Effect of exchange rate changes on cash and cash equivalents | (776,000) | 864,000 |
Net increase (decrease in cash and cash equivalents and restricted cash | 1,314,000 | (7,178,000) |
Cash and cash equivalents and restricted cash at beginning of period - continuing operations | 8,674,000 | 14,842,000 |
Cash and cash equivalents and restricted cash at beginning of period - discontinued operations | 5,381,000 | 6,391,000 |
Cash and cash equivalents and restricted cash at beginning of period | 14,055,000 | 21,233,000 |
Cash and cash equivalents and restricted cash at end of period | 15,369,000 | 14,055,000 |
Less cash and cash equivalents and restricted cash of discontinued operations at end of period | (1,777,000) | (5,381,000) |
Cash and cash equivalents and restricted cash of continued operations at end of period | 13,592,000 | 8,674,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest - continuing operations | 4,744,000 | 8,294,000 |
Cash paid during the period for interest - discontinued operations | 7,506,000 | 4,813,000 |
Non-cash investing and financing activities: | ||
Settlement of accounts payable with digital currency | 28,000 | 418,000 |
Conversion of investment in unconsolidated entity for acquisition of AVLP | 20,706,000 | |
Conversion of convertible notes payable, related party into shares of Class A common stock | 400,000 | 400,000 |
Conversion of debt and equity securities to marketable securities | 23,703,000 | 44,782,000 |
Conversion of loans receivable to marketable securities | 5,430,000 | 11,502,000 |
Conversion of interest receivable to marketable securities | 386,000 | |
Recognition of new operating lease right-of-use assets and lease liabilities | $ 4,372,000 | $ 2,198,000 |
Remeasurement of Ault Disruptive temporary equity | 5,990,000 | 1,268,000 |
Preferred stock exchanged for notes payable | 9,224,000 | |
Notes payable exchanged for notes payable, related party | $ 11,645,000 | |
Redeemable non-controlling interests in equity of subsidiaries paid with cash and marketable securities held in trust account | 120,064,000 | |
Dividend paid in TurnOnGreen common stock in additional paid-in capital | 10,700,000 | |
Exchange of notes payable for preferred stock liabilities | 8,437,000 | |
Exchange of notes payable for preferred stock, related party | 20,194,000 | |
Exchange of convertible notes payable for preferred stock, related party | 17,370,000 | |
Exchange of preferred stock for convertible notes payable, related party | 1,250,000 | |
Fair value of warrants and Class A common stock issued in connection with notes | 2,491,000 | |
Debt discount from accrued lender profit participation rights | 6,000,000 | |
Prepaid expenditures capitalized to property and equipment | $ 2,150,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (231,026,000) | $ (181,816,000) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Ault Alliance, Inc., a Delaware corporation (“Ault Alliance” or the “Company”) 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 offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, 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. 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, stock trading, media, and digital learning; · SMC – consumer electronics; · Sentinum, Inc. (“Sentinum”) – digital currencies mining operations and colocation and hosting services for the emerging artificial intelligence ecosystems and other industries; · GIGA – defense industry; · TurnOnGreen – commercial electronics solutions; · ROI – immersive metaverse platform; and · Ault Disruptive – a special purpose acquisition company. Reverse Stock Splits On May 15, 2023, pursuant to the authorization provided by the Company’s stockholders at a special meeting of stockholders, the Company’s board of directors approved an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding common stock by a ratio of one-for-three hundred (the “ 1-for-300 Reverse Split On January 12, 2024, pursuant to the authorization provided by the Company’s stockholders at the annual meeting of stockholders, the Company’s board of directors approved an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding common stock by a ratio of one-for-twenty-five (the “ 1-for-25 Reverse Split All share amounts in these financial statements have been updated to reflect the 1-for-300 Reverse Split and the 1-for-25 Reverse Split. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, the Company had cash and cash equivalents of $ 8.6 66.3 The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow and cash usage forecasts, as well as obligations and debts. Although management 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 beyond the Company’s direct control that management expects to be available within the next 12 months. Management expects that the Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of December 31, 2023, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities and selling its marketable securities and digital currencies, 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, 2023 | |
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 all entities that the Company controls as the primary beneficiary of a variable interest entity (“VIE”). 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 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 products. 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, also generates revenue from trading activities primarily through sales of securities and unrealized gains and losses from held securities. All investment transactions are recorded on a trade date basis. Financial instruments utilized in trading activities are carried at fair value. For more information on fair value, see Note 6. 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 hash calculation services to the mining pool. The Company’s customer, as defined in ASC 606-10-20, is the mining pool operator with which the Company has agreed to the terms of service and user service agreement. The Company supplies hash calculation services, in exchange for consideration, to the pool operator who in turn provides transaction verification services to third parties via a mining pool that includes other participants. The Company’s performance obligation is the provision of hash calculation services to the pool operator and this performance obligation is an output of the Company’s ordinary activities for which it decides when to provide services under the contract. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides hash calculation services 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 hash calculation services. The contract with the pool operator provides both parties the unilateral enforceable right to terminate the contract at any time without penalty. The customer termination option results in a contract that continuously renews throughout the day and therefore has a duration of less than 24 hours. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates. Providing such hash calculation services 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 are therefore 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. The Company participated in mining pools that used the FPPS payout method for the year ended December 31, 2023. The Company is entitled to compensation once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on a daily basis. The non-cash consideration that the Company is entitled to for providing hash calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator fees determined as follows: · The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that the Company provided to the pool operator as a percent of the Bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin network block rewards expected to be generated for the same daily period. · The non-cash consideration in the form of transaction fees paid by transaction requestors is based on the share of standard transaction fees over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC. The pool operator calculates the standard transaction fee during the 24-hour period using a rolling 144 block moving average of actual transaction fees. · The block reward and transaction fees earned by the Company are reduced by mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance with the pool operator’s payout formula during the same 24-hour period beginning midnight UTC daily. 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 the Company’s principal market 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 midnight UTC spot price of the Company’s principal market 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. The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception. There is no significant financing component in these transactions. Expenses associated with running the digital currencies mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. 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 generally has one performance obligation and 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 United States (“U.S.”) Federal Deposit Insurance Corporation insurance limits. The Company had cash and cash equivalents of $ 1.5 1.7 0.6 Restricted Cash As of December 31, 2023, restricted cash included $4.3 million of cash collateral for notes payable and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. As of December 31, 2022, restricted cash included $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, 2023 2022 Cash and cash equivalents $ 8,625,000 $ 7,942,000 Restricted cash 4,966,000 732,000 Total cash, cash equivalents and restricted cash $ 13,591,000 $ 8,674,000 Cash and Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, the Company held $ 2.2 118.2 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 most, but not all, of 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 Credit Losses The Company’s receivables are recorded when invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. 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 U.S. 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. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Inbound shipping and handling costs are classified as a component of cost of revenues in the consolidated statements of operations. The Company reviews the components of its inventory and its inventory purchase commitments on a regular basis for excess and obsolete inventory based on estimated future usage and sales. Write-downs in inventory value or losses on inventory purchase commitments depend on various items, including factors related to customer demand, economic and competitive conditions, technological advances or new product introductions by the Company or its customers that vary from its current expectations. Whenever inventory is written down, a new cost basis is established and the inventory is not subsequently written up if market conditions improve. During the years ended December 31, 2023 and 2022, 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. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: 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 and building improvements 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. 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 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. 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. Fair value option The Company has elected to record the senior secured convertible promissory note, related party (“Convertible Notes”) at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while those are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The Company utilized a Monte-Carlo simulation at inception to value the Note. The Monte-Carlo simulation is calculated as the average present value over all simulated paths. The key inputs and assumptions used in the Monte-Carlo Simulation, including volatility, estimated market yield, risk-free rate, the probability of various scenarios, including held to maturity and subsequent preferred stock offering and various simulated paths. The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For instruments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. 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 Guarantee Liability The Company maintains a guarantee liability that represents its exposure related to guarantees associated with related party debt. The guarantee liability is reported in current liabilities as a separate line item on the consolidated balance sheets, and the provision for guarantee liability is reported in other income (expense) as a separate line item on the consolidated statement of operations. The guarantee liability represents management’s estimate of the Company’s exposure to losses pursuant to the Company’s related party guarantee obligations. Redeemable Non-Controlling Interests in Equity of Subsidiary The Company records redeemable non-controlling interests in equity of subsidiaries to ref |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Assets Held For Sale And Discontinued Operations | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 4. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Presentation of AGREE Operations In September 2023, the Company committed to a plan for its wholly owned subsidiary AGREE to list for sale its four recently renovated Midwest hotels, the Hilton Garden Inn in Madison West, the Residence Inn in Madison West, the Courtyard in Madison West, and the Hilton Garden Inn in Rockford. The decision to sell the hotels follows the decision to also list the multifamily development site in St. Petersburg, Florida and is driven by the Company’s desire to focus on its core businesses, Energy, Fintech and Sentinum. The Company’s real estate properties, which include both hotels and land, are currently listed for sale. In connection with the planned sale of AGREE assets, the Company concluded that the net assets of AGREE met the criteria for classification as held for sale. In addition, the proposed sale represents a strategic shift that will have a significant effect on the Company’s operations and financial results. As a result, the Company has presented the results of operations, cash flows and financial position of AGREE as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented. The assets held for sale were measured at the lower of their carrying amount or fair value less cost to sell. The Company performed a fair value analysis for the disposal group utilizing an income approach for the hotels and a market approach for the land, resulting in an $8.3 million impairment of property and equipment. As of December 31, 2023, the Company expected the planned sale of AGREE assets to close within one year and, as a result, the Company has classified the total assets and total liabilities associated with AGREE as current in the consolidated balance sheets as of December 31, 2023. The following table presents the assets and liabilities of AGREE operations: Schedule of assets and liabilities of agree operations December 31, December 31, 2023 2022 Cash and cash equivalents $ 1,080,000 $ 2,550,000 Restricted cash 697,000 2,831,000 Accounts receivable 247,000 264,000 Inventories 50,000 44,000 Property and equipment, net - current 88,525,000 - Prepaid expenses and other current assets 392,000 270,000 Total current assets 90,991,000 5,959,000 Property and equipment, net - 92,535,000 Total assets 90,991,000 98,494,000 Accounts payable and accrued expenses 3,099,000 2,631,000 Notes payable, current 67,262,000 - Total current liabilities 70,361,000 2,631,000 Notes payable - 61,633,000 Total liabilities 70,361,000 64,264,000 Net assets of discontinued operations $ 20,630,000 $ 34,230,000 A disposal group classified as held for sale shall be measured at the lower of its carrying amount or fair value less costs to sell. No impairment was recognized upon reclassification of the disposal group as held for sale. The following table presents the results of AGREE operations: Schedule of estimated costs to sell and expected For the Year Ended December 31, 2023 2022 Revenue, hotel and real estate operations $ 16,161,000 $ 16,697,000 Cost of revenue, hotel operations 12,300,000 11,406,000 Gross profit 3,861,000 5,291,000 General and administrative 3,383,000 5,982,000 Impairment of property and equipment 8,284,000 - Total operating expenses 11,667,000 5,982,000 Loss from operations (7,806,000 ) (691,000 ) Interest expense (7,898,000 ) (5,204,000 ) Net loss from discontinued operations $ (15,704,000 ) $ (5,895,000 ) The cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below: Schedule of cash flow activity related to discontinued operations For the Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ (15,704,000 ) $ (5,895,000 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 2,074,000 3,322,000 Amortization of debt discount 392,000 391,000 Impairment of property and equipment 8,284,000 - Changes in operating assets and liabilities: Accounts receivable 17,000 (213,000 ) Inventories (6,000 ) (13,000 ) Prepaid expenses and other current assets (122,000 ) 349,000 Accounts payable and accrued expenses 467,000 2,026,000 Net cash used in operating activities (4,598,000 ) (33,000 ) Cash flows from investing activities: Purchase of property and equipment (6,347,000 ) (9,111,000 ) Net cash used in investing activities (6,347,000 ) (9,111,000 ) Cash flows from financing activities: Proceeds from notes payable 5,237,000 7,340,000 Cash contributions from parent 2,104,000 794,000 Net cash provided by financing activities 7,341,000 8,134,000 Net decrease in cash and cash equivalents and restricted cash (3,604,000 ) (1,010,000 ) Cash and cash equivalents and restricted cash at beginning of period 5,381,000 6,391,000 Cash and cash equivalents and restricted cash at end of period $ 1,777,000 $ 5,381,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 7,506,000 $ 4,813,000 |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | 5. REVENUE DISAGGREGATION The following tables summarize disaggregated customer contract revenues and the source of the revenue for the years ended December 31, 2023 and 2022. 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, 2023: Schedule of disaggregated revenues Year ended December 31, 2023 GIGA TurnOnGreen Fintech Sentinum SMC Energy ROI Total Primary Geographical Markets North America $ 13,161,000 $ 3,879,000 $ - $ 34,523,000 $ 31,099,000 $ 49,431,000 $ 305,000 $ 132,398,000 Europe 8,351,000 29,000 - - 238,000 666,000 - 9,394,000 Middle East and other 16,247,000 293,000 - - 220,000 - - 16,760,000 Revenue from contracts with customers 37,759,000 4,201,000 - 34,523,000 31,557,000 50,097,000 305,000 158,442,000 Revenue, lending and trading activities (North America) - - (1,998,000 ) - - - - (1,998,000 ) Total revenue $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ 31,557,000 $ 50,097,000 $ 305,000 $ 156,444,000 Major Goods or Services Radio frequency/microwave filters $ 8,196,000 $ - $ - $ - $ - $ - $ - $ 8,196,000 Power supply units and systems 8,973,000 4,201,000 - - - - - 13,174,000 Healthcare diagnostic systems 4,095,000 - - - - - - 4,095,000 Defense systems 16,495,000 - - - - - - 16,495,000 Digital currencies mining - - - 33,107,000 - - - 33,107,000 Karaoke machines and related consumer goods - - - - 31,557,000 - - 31,557,000 Crane rental - - - - - 49,198,000 - 49,198,000 Other - - - 1,416,000 - 899,000 305,000 2,620,000 Revenue from contracts with customers 37,759,000 4,201,000 - 34,523,000 31,557,000 50,097,000 305,000 158,442,000 Revenue, lending and trading activities - - (1,998,000 ) - - - - (1,998,000 ) Total revenue $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ 31,557,000 $ 50,097,000 $ 305,000 $ 156,444,000 Timing of Revenue Recognition Goods transferred at a point in time $ 20,647,000 $ 348,000 $ - $ 34,523,000 $ 31,557,000 $ 999,000 $ 305,000 $ 88,279,000 Services transferred over time 17,112,000 3,853,000 - - - 49,198,000 - 70,163,000 Revenue from contracts with customers $ 37,759,000 $ 4,201,000 $ - $ 34,523,000 $ 31,557,000 $ 50,207,000 $ 305,000 $ 158,442,000 The Company’s disaggregated revenues consisted of the following for the year ended December 31, 2022: Year ended December 31, 2022 GIGA TurnOnGreen Fintech Sentinum SMC Energy Total Primary Geographical Markets North America $ 7,317,000 $ 4,514,000 $ 239,000 $ 17,798,000 $ 23,217,000 $ 2,739,000 $ 55,824,000 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 24,224,000 2,955,000 80,993,000 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 $ 24,224,000 $ 2,955,000 $ 117,637,000 Major Goods or Services Radio frequency/microwave filters $ 6,130,000 $ - $ - $ - $ - $ - $ 6,130,000 Power supply units and systems 11,605,000 5,522,000 - - - - 17,127,000 Healthcare diagnostic systems 4,073,000 - - - - - 4,073,000 Defense systems 8,447,000 - - - - - 8,447,000 Digital currencies mining - - - 16,693,000 - - 16,693,000 Karaoke machines and related consumer goods - - - - 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 24,224,000 2,955,000 80,993,000 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 $ 24,224,000 $ 2,955,000 $ 117,637,000 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430,000 $ 5,519,000 $ 239,000 $ 17,798,000 $ 24,224,000 $ 216,000 $ 66,426,000 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 $ 24,224,000 $ 2,955,000 $ 80,993,000 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair value, assets measured on recurring basis Fair Value Measurement at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party $ 679,000 $ 679,000 $ - $ - Investments in marketable equity securities 27,000 27,000 - - Cash and marketable securities held in trust account 2,200,000 2,200,000 - - Total assets measured at fair value $ 2,906,000 $ 2,906,000 $ - $ - Liabilities: Warrant and embedded conversion feature liabilities $ 1,742,000 $ - $ - $ 1,742,000 Convertible promissory notes 22,485,000 - - 22,485,000 Total liabilities measured at fair value $ 24,227,000 $ - $ - $ 24,227,000 Fair Value Measurement at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of 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 Liabilities: Warrant and embedded conversion feature liabilities $ 2,967,000 $ - $ - $ 2,967,000 Convertible promissory notes 12,776,000 - - 12,776,000 Total liabilities measured at fair value $ 15,743,000 $ - $ - $ 15,743,000 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, 2023: Schedule of investments in other equity securities Investments in Balance at January 1, 2023 $ 13,340,000 Conversion to Level 1 marketable securities (13,340,000 ) Balance at December 31, 2023 $ - Equity Investments for Which Measurement Alternative Has Been Selected As of December 31, 2023 and 2022, the Company held equity investments in other securities valued at $ 21.8 29.2 The Company has made cumulative downward adjustments for impairments for equity securities that do not have readily determinable fair values as of December 31, 2023 and 2022, totaling $ 15.8 11.5 6.2 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Marketable Securities | |
Marketable Securities | 7. Marketable Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2023 and 2022: Schedule of marketable securities Marketable equity securities at December 31, 2023 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 5,119,000 $ 12,000 $ (5,104,000 ) $ 27,000 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 The Company’s investment in marketable equity securities is revalued on each balance sheet date. |
DIGITAL CURRENCIES
DIGITAL CURRENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Digital Currencies | |
DIGITAL CURRENCIES | 8. DIGITAL CURRENCIES The following table presents the activities of the digital currencies for the years ended December 31, 2023 and 2022: Schedule of activities of the digital currencies Digital Currencies Balance at January 1, 2022 $ 2,165,000 Additions of mined digital currencies 16,693,000 Payments to vendors (418,000 ) Impairment of mined digital currencies (3,099,000 ) Sales of digital currencies (15,832,000 ) Realized gain on sales of digital currencies 1,045,000 Balance at December 31, 2022 554,000 Additions of mined digital currencies 29,100,000 Payments to vendors (28,000 ) Impairment of mined digital currencies (489,000 ) Sales of digital currencies (29,111,000 ) Realized gain on sales of digital currencies 520,000 Balance at December 31, 2023 $ 546,000 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 9. INVENTORIES At December 31, 2023 and 2022, inventories consisted of: Schedule of inventories December 31, December 31, 2023 2022 Raw materials, parts and supplies $ 5,247,000 $ 3,653,000 Work-in-progress 1,578,000 3,836,000 Finished products 1,559,000 14,547,000 Total inventories $ 8,384,000 $ 22,036,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 10. PROPERTY AND EQUIPMENT, NET At December 31, 2023 and 2022, property and equipment consisted of: Schedule of property and equipment December 31, 2023 December 31, 2022 Building, land and improvements $ 15,752,000 $ 12,995,000 Bitcoin mining equipment 50,640,000 42,438,000 Crane rental equipment 34,469,000 32,453,000 Computer, software and related equipment 14,335,000 23,168,000 Aircraft 15,983,000 15,983,000 Other property and equipment 8,603,000 4,896,000 139,782,000 131,933,000 Accumulated depreciation and amortization (30,953,000 ) (5,882,000 ) Property and equipment placed in service, net 108,829,000 126,051,000 Construction in progress AVLP equipment - 9,400,000 Deposits on Bitcoin mining equipment - 11,328,000 Property and equipment, net $ 108,829,000 $ 146,779,000 Summary of depreciation expense: Schedule of depreciation For the Year Ended December 31, 2023 2022 Depreciation expense $ 25,660,000 $ 13,939,000 Impairment of Property and Equipment During the year ended December 31, 2023, certain unforeseen business developments and changes in financial projections at AVLP indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of AVLP property and equipment as of December 31, 2023 was $0, and an impairment charge of $ 14.0 During the year ended December 31, 2023, the Company recognized an impairment charge of $ 3.9 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 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 had a deposit of approximately $ 2.0 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 11. INTANGIBLE ASSETS, NET At December 31, 2023 and 2022, intangible assets consisted of: Schedule of intangible asset Definite lived intangible assets: Useful Life December 31, December 31, Developed technology 3 8 $ 1,949,000 $ 24,584,000 Customer list 8 10 3,596,000 5,865,000 Trade names 5 10 1,030,000 4,316,000 Domain name and other intangible assets 5 612,000 630,000 7,187,000 35,395,000 Accumulated amortization (1,910,000 ) (2,102,000 ) Total definite-lived intangible assets $ 5,277,000 $ 33,293,000 Indefinite lived intangible assets: Trade name and trademark Indefinite life 477,000 1,493,000 Total intangible assets, net $ 5,754,000 $ 34,786,000 The Company’s trademarks and certain trade names 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 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 7.9 years. Schedule of estimated amortization expense 2024 $ 724,000 2025 724,000 2026 724,000 2027 724,000 2028 724,000 Thereafter 1,657,000 $ 5,277,000 During the year ended December 31, 2023, the Company recognized $ 24.7 1.5 3.9 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Goodwill Abstract | |
GOODWILL | 12. GOODWILL The following table summarizes the changes in the Company’s goodwill for the years ended December 31, 2023 and 2022: Schedule of goodwill Goodwill Balance as of January 1, 2022 $ 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 goodwill (21,387,000 ) Effect of exchange rate changes (427,000 ) Balance as of December 31, 2023 $ 6,088,000 During the year ended December 31, 2023, the Company recognized $ 18.6 3.2 3.2 9.9 Impairment of AVLP Goodwill 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. The Company performed a goodwill impairment test as of June 30, 2023 related to AVLP as there were indicators of impairment related to certain unforeseen business developments and changes in financial projections. The valuation of AVLP 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 AVLP’s revenue forecast and discount rates of 26.7% 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 was a better representation of AVLP’s projected long-term performance. The results of the quantitative test indicated the fair value of the AVLP reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $ 18.6 Impairment of Microphase Goodwill During the fourth quarter of 2023, Microphase experienced a significant decline in sales and, as a result, the Company performed a goodwill impairment test as of December 31, 2023. The valuation of Microphase 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. The market approach was also considered; however, the income approach was chosen as the Company determined it was a better representation of Microphase’s projected long-term performance. The results of the quantitative test indicated the fair value of the Microphase reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $ 3.2 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 was a better representation of 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 |
INVESTMENTS _ RELATED PARTIES
INVESTMENTS – RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Investments Related Parties | |
INVESTMENTS – RELATED PARTIES | 13. INVESTMENTS – RELATED PARTIES Investment in Promissory Note, Related Parties – Ault & Company, Inc. (“Ault & Company”) Investments in Ault & Company, an affiliate, and Alzamend, a related party, at December 31, 2023 and 2022, were comprised of the following: Schedule of investment Interest Due December 31, December 31, Rate Date 2023 2022 Investment in promissory note of Ault & Company 8% Dec. 31, 2024 $ 2,500,000 $ 2,500,000 Accrued interest receivable Ault & Company 568,000 368,000 Other - Alzamend 900,000 - Total investment in promissory notes and other, related parties $ 3,968,000 $ 2,868,000 The Company recorded related party interest income of $0.2 million for each of the years ended December 31, 2023 and 2022 in interest income. Investment in Common Stock, Related Parties – Alzamend Schedule of investment of common stock Investments in common stock, related parties at December 31, 2023 Cost Gross unrealized losses Fair value Common shares $ 24,688,000 $ (24,009,000 ) $ 679,000 Investments in common stock, related parties at December 31, 2022 Cost Gross unrealized losses Fair value Common shares $ 24,673,000 $ (18,224,000 ) $ 6,449,000 The following table summarizes the changes in the Company’s investments in Alzamend during the years ended December 31, 2023 and 2022: Schedule of investment in warrants and common stock Investment in common stock of Alzamend Investment in promissory notes and advances of Alzamend and Other Balance at January 1, 2022 $ 13,230,000 $ 173,000 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 ) - Amortization of related party investment - (173,000 ) Balance at December 31, 2022 6,449,000 - Investment in common stock of Alzamend 15,000 - Unrealized loss in common stock of Alzamend (5,785,000 ) - Balance at December 31, 2023 $ 679,000 $ - Messrs. Ault, Horne and Nisser are each paid $ 50,000 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 14. EQUITY METHOD INVESTMENTS Equity Investments in Unconsolidated Entity – AVLP The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the year ended December 31, 2022: Schedule of investments in an unconsolidated entity, AVLP Investment in Investment in warrants and promissory notes Total common stock and advances investment Balance at January 1, 2022 $ 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 $ - $ - $ - Equity Investments in Unconsolidated Entity – SMC On November 20, 2023, SMC, a consolidated VIE of the Company, completed a transaction pursuant to which SMC entered into an agreement to sell 2.2 million shares of its common stock for $2.0 million to two affiliates of SMC, both of which are existing shareholders with representation on the board of directors of SMC. As a result of the transaction, Ault Alliance’s share ownership of SMC was diluted to approximately 28%. As a result of SMC’s transaction with its affiliates, the Company initiated a derivative lawsuit against SMC and certain Board members. Upon deconsolidation, the Company recorded its $ 2.3 The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, SMC, during the year ended December 31, 2023: Schedule of equity investments in unconsolidated entity – SMC Rollforward investment in unconsolidated entity Amount Beginning balance - January 1, 2023 $ - Equity method investment in SMC upon deconsolidation 2,259,000 Loss from investment in unconsolidated entity (302,000 ) Ending balance - December 31, 2023 $ 1,957,000 The following table provides summarized financial information for the Company’s ownership interest in SMC accounted for under the equity method for the December 31, 2023 period presented and has been compiled from SMC’s financial statements. Amounts presented represent totals at the investee level and not the Company’s proportionate share: Summarized Statements of Operations Schedule of summarized statements of operations For the Year Ended December 31, 2023 Revenue $ 32,581,000 Gross profit $ 6,964,000 Loss from operations $ (8,290,000 ) Net loss $ (9,384,000 ) Summarized Balance Sheet Information Schedule of summarized balance sheet information December 31, 2023 Current assets $ 23,206,000 Non-current assets $ 4,509,000 Current liabilities $ 16,209,000 Non-current liabilities $ 3,928,000 |
CONSOLIDATED VARIABLE INTEREST
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND | 15. CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND Alpha Fund – Consolidated Variable Interest Entity As of December 31, 2022, the Company held an investment in the Alpha Fund. The Alpha Fund was liquidated during the year ended December 31, 2023. Alpha Fund operated as a private investment fund. The general partner of Alpha Fund, Ault Alpha GP LLC (“Alpha GP”) was owned by Ault Capital Management LLC (the “Investment Manager”), which also acted as the investment manager to Alpha Fund. The Investment Manager was owned by Ault & Company. Messrs. Ault, Horne, Nisser and Cragun, who serve as executive officers and/or directors of the Company, were executive officers of the Investment Manager, and Messrs. Ault, Horne and Nisser are executive officers and directors of Ault & Company. Prior to the liquidation of the Alpha Fund, the Company consolidated Alpha Fund as a VIE due to its significant level of influence and control of Alpha Fund, the size of its investment, and its ability to participate in policy making decisions. The Company was considered the primary beneficiary of the VIE. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 16. BUSINESS COMBINATIONS ROI Acquisition On March 6, 2023, the Company closed a share exchange agreement with ROI and sold to ROI all the outstanding shares of capital stock of the Company’s subsidiary, BitNile.com, Inc. as well as RiskOn360, Inc. (formerly known as Ault Iconic, Inc.) and the securities of Earnity, Inc. beneficially owned by BitNile.com, Inc. as of the date of the Agreement. As consideration for the acquisition, ROI issued shares of preferred stock that could have been convertible into common stock, subject to shareholder approval, of ROI representing approximately 73.2% of ROI’s outstanding common stock at the time of the transaction. Total consideration included $0.3 million purchase consideration, representing the fair value of ROI common stock acquired by the Company, and $6.4 million allocated for the fair value of the non-controlling interest. 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 trade names 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 business acquisitions by acquisition, contingent consideration 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 post-acquisition periods ended November 30, 2023 and 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 seller of consumer karaoke products. SMC leverages a top-tier global distribution network through major mass merchandisers and online retailers. 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 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 business acquisitions by acquisition, contingent consideration 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 assets 756,000 Inventories 12,840,000 Property and equipment, net 529,000 Right-of-use assets 1,073,000 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 were 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 business acquisitions by acquisition, contingent consideration 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 and other assets 1,626,000 Accounts payable and accrued liabilities (4,704,000 ) Loans payable, net of discounts and issuance costs (387,000 ) Lease obligations (491,000 ) Net liabilities assumed (383,000 ) Goodwill $ 9,881,000 Overview of Circle 8 Acquisition On November 17, 2022, Circle 8, a wholly owned subsidiary of Circle 8 Holdco LLC (“Circle 8 Holdco”) entered into an asset purchase agreement (“Circle 8 Purchase Agreement”) with Circle 8 Crane Services, LLC (“Seller”), to acquire substantially all of Seller’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”), Circle 8 completed the acquisition and obtained control of the Seller. The aggregate purchase price consideration transferred from Circle 8 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 Seller’s 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 Circle 8 issuing to the Seller 6,000 Class D interests in Circle 8 Holdco, 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 Circle 8 to the Seller, 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 Seller 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 Closing 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 Circle 8 to the Seller for contingent purchase consideration. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. In accordance with ASU 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination, 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 Circle 8 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 1,226,000 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 Total Assets $ 46,123,000 Liabilities Accounts payable and accrued liabilities $ (1,589,000 ) Notes payable – equipment notes (10,685,000 ) Operating lease liabilities (1,580,000 ) 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. 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, 2022. 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 Total revenues $ 214,636,000 Net loss attributable to Ault Alliance, Inc. $ (185,957,000 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
STOCK-BASED COMPENSATION | 17. STOCK-BASED COMPENSATION The Company provides stock-based compensation to directors, employees and consultants under the (i) 2021 Stock Incentive Plan, which was approved by stockholders on August 13, 2021 at the 2021 Annual Meeting of Stockholders and which reserved 1,000 shares of common stock for grant of awards under the plan and (ii) 2022 Stock Incentive Plan, which was approved by stockholders on November 23, 2022 at the 2022 Annual Meeting of Stockholders and which reserved 10,000 Options granted under the plans 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, 2023, an aggregate of 10,441 The options outstanding as of December 31, 2023, 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 $ 16,091 19,628 421 7.8 $ 17,546 287 $ 17,577 Issuances outside of the Plan $ 13,425 116 6.7 $ 13,425 116 $ 13,425 $ 19,125 242 7.3 $ 19,125 242 $ 2,284 $ 13,425 19,125 358 7.1 $ 17,278 358 $ 17,278 Total Options $ 13,425 19,628 779 7.5 $ 17,423 645 $ 17,411 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, 2023 and 2022, was comprised as follows: Schedule of stock-based compensation expense Year Ended December 31, 2023 2022 General and administrative $ 10,868,000 $ 7,202,000 Total stock-based compensation $ 10,868,000 $ 7,202,000 A summary of option activity under the Company’s stock option plans as of December 31, 2023 and 2022, and changes during the years ended is 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, 2022 379 453 $ 18,900 9.8 $ 0 Authorized 10,000 - Forfeited 31 (31 ) $ 19,950 December 31, 2022 10,410 422 $ 18,675 8.7 $ 0 Forfeited 1 (1 ) $ 39,157 December 31, 2023 10,411 421 $ 17,546 7.8 $ 0 As of December 31, 2023, there was $ 2.1 1.5 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | 18. WARRANTS A summary of warrant activity for the years ended December 31, 2023 and 2022 is presented below. Schedule of warrants Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at January 1, 2022 2,669 $ 23,175 4.7 Granted 1,209 4,500 Forfeited (1 ) 4,554,717 Exercised (1,803 ) 16,618 Outstanding at December 31, 2022 2,074 16,835 3.9 Granted 14,176,472 3.55 Forfeited - - Exercised - - Outstanding at December 31, 2023 14,178,546 $ 5.10 4.7 The following table summarizes information about common stock warrants outstanding at December 31, 2023: 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 $ 3.38 12,269,032 4.77 $ 3.38 - $ 4.59 1,907,440 4.60 $ 4.59 - $ 3,375 18,750 2,067 2.72 $ 10,3801 2,067 $ 10,381 $ 66,000 148,500 7 0.24 $ 84,643 7 $ 84,643 $ 3.38 148,500 14,178,546 4.75 $ 5.10 2,074 $ 10,631 Warrant Issuances During 2023 During the year ended December 31, 2023, the Company issued warrants to purchase 14.2 3.54 Warrant Issuances During 2022 On November 7, 2022, the Company issued warrants to purchase 606 5,625 promissory notes in the aggregate principal face amount of $ 18.9 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, 2023 and 2022 were as follows: Schedule of weighted average assumptions December 31, 2023 December 31, 2022 Exercise price $ 3.54 $ 4,500 Contractual term in years 5.0 4.0 Volatility 168 % 176 % Dividend yield 0 % 0 % Risk-free interest rate 4.0 % 4.5 % |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 19. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other current liabilities at December 31, 2023 and 2022 consisted of: Schedule of other current liabilities December 31, December 31, 2023 2022 Accounts payable $ 32,592,000 $ 20,027,000 Accrued payroll and payroll taxes 9,779,000 9,789,000 Financial instrument liabilities 832,000 651,000 Interest payable 4,197,000 3,207,000 Accrued legal 2,340,000 3,168,000 Accrued lender profit participation rights - 6,000,000 Other accrued expenses 16,703,000 17,586,000 Total liabilities $ 66,443,000 $ 60,428,000 The following table summarizes the changes in financial instrument liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022: Schedule of changes in financial instrument liabilities For the Year Ended December 31, 2023 2022 Beginning balance $ 651,000 $ 4,249,000 Recognition of financial instrument liabilities 7,262,000 290,000 Change in fair value (7,081,000 ) 377,000 Transfer out of level 3 - (4,265,000 ) Ending balance $ 832,000 $ 651,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 20. 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 one year. The following table provides a summary of leases by balance sheet category as of December 31, 2023 and 2022: Schedule of supplemental balance sheet information related to leases December 31, December 31, Operating right-of-use assets $ 6,315,000 $ 8,419,000 Operating lease liability - current 2,119,000 2,975,000 Operating lease liability - non-current 4,402,000 5,836,000 The components of lease expenses for the years ended December 31, 2023 and 2022, were as follows: Schedule of lease expenses Year Ended December 31, 2023 2022 Operating lease cost $ 3,677,000 $ 2,716,000 Short-term lease cost - - The following tables provides a summary of other information related to leases for the years ended December 31, 2023 and 2022: Schedule of supplemental cash flow information related to leases December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,699,000 $ 2,554,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 885,000 $ 3,791,000 Weighted-average remaining lease term - operating leases 3.7 4.1 Weighted-average discount rate - operating leases 8.0 % 7.0 % Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2023, were as follows: Schedule of maturities of operating lease liabilities Payments due by period 2024 $ 2,674,000 2025 2,205,000 2026 1,258,000 2027 414,000 2028 357,000 Thereafter 759,000 Total lease payments 7,667,000 Less interest (1,146,000 ) Present value of lease liabilities $ 6,521,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable | |
NOTES PAYABLE | 21. NOTES PAYABLE Notes payable at December 31, 2023 and 2022, were comprised of the following: Schedule of notes payable Collateral Guarantors Interest rate Due date December 31, 2023 December 31, 2022 Circle 8 revolving credit facility Circle 8 cranes with a book value of $31.7 million - 8.4% December 16, 2025 $ 15,907,000 $ 14,724,000 8.5% secured promissory notes - - 8.5% May 7, 2024 - 17,389,000 16% promissory note (in default at December 31, 2023) - Ault & Company and Milton C. Ault, III 16.0% December 16, 2023 2,572,000 17,456,000 Circle 8 equipment financing notes Circle 8 equipment with a book value of $3.9 million - 0.0% March 15, 2024 November 15, 2026 5,629,000 10,677,000 3% secured promissory notes - - 3.0% - 5,672,000 8% demand loans - - 8.0% Upon demand 950,000 - Short-term bank credit facilities - - 5.9% Renews monthly 1,464,000 1,702,000 XBTO note payable (in default at December 31, 2023 and repaid in March 2024) 2,482 Antminers with a book value of $3.4 million - 12.5% December 30, 2023 1,067,000 2,749,000 10% secured promissory notes - - 10.0% - 8,789,000 Other ($0.9 million in default at December 31, 2023) - - 3,518,000 2,619,000 Total notes payable - - $ 31,107,000 $ 81,777,000 Less: - - Unamortized debt discounts - - (83,000 ) (12,325,000 ) Total notes payable, net - - $ 31,024,000 $ 69,452,000 Less: current portion - - (12,866,000 ) (39,621,000 ) Notes payable – long-term portion - - $ 18,158,000 $ 29,831,000 During the year ended December 31, 2023, the holders of $ 8.4 1.5 During the year ended December 31, 2023, the holders of $ 10.5 1.1 0.4 In connection with the December 2023 Series C Preferred Stock offering (see Note 26), the Company paid $20.4 million to pay the $20.2 million outstanding balance of the 8% senior secured promissory notes, plus $0.2 million accrued interest payable. 3.2 The Company recorded a $ 2.0 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, 2023 were: Schedule Of maturities Year 2024 $ 12,866,000 2025 17,721,000 2026 418,000 2027 51,000 2028 51,000 $ 31,107,000 Interest Expense Schedule of interest expense For the Year Ended December 31, 2023 2022 Contractual interest expense $ 9,619,000 $ 6,780,000 Forbearance fees 5,469,000 1,453,000 Amortization of debt discount 21,507,000 29,109,000 Total interest expense $ 36,595,000 $ 37,342,000 |
NOTES PAYABLE, RELATED PARTY
NOTES PAYABLE, RELATED PARTY | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable Related Party | |
NOTES PAYABLE, RELATED PARTY | 22. NOTES PAYABLE, RELATED PARTY Notes payable, related party at December 31, 2023 and December 31, 2022, were comprised of the following: Schedule of notes payable, related party Interest Due date December 31, December 31, Notes from officers - AAI 18% February 1, 2024* $ 98,000 $ - Notes from officers - TurnOnGreen 14% Past due 51,000 25,000 Notes from board member - ROI 18% January 19, 2024* 90,000 - Ault & Company advances No interest Upon demand 1,909,000 - Advances from officers - AAI No interest Upon demand - 300,000 Advances from officers - TurnOnGreen No interest Upon demand - 14,000 Advances from officers - GIGA 8% Upon demand 52,000 - Other related party advances No interest Upon demand 175,000 13,000 Total notes payable $ 2,375,000 $ 352,000 Ault & Company Loan Agreement On June 8, 2023, the Company entered into a loan agreement with Ault & Company as lender. The loan agreement provides for an unsecured, non-revolving credit facility in an aggregate principal amount of up to $ 10 9.5% 4.6 In August 2023, Ault & Company assumed $11.6 million of secured promissory notes previously issued by the Company for which the Company has issued term notes to Ault & Company in the same amount. One term note has a principal amount of $1.1 million and bears interest at 12% and the second term note has a principal amount of $10.5 million and bears interest at 10%. Summary of interest expense, related party, recorded within interest expense on the condensed consolidated statement of operations: Schedule of interest expense, related party For the Year Ended December 31, 2023 2022 Interest expense, related party $ 664,000 $ - |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | 23. CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2023 and 2022, were comprised of the following: Schedule of convertible notes payable Conversion price per share Interest rate Due date December 31, 2023 December 31, 2022 Convertible promissory note $ 4.00 4% May 10, 2024 $ - $ 660,000 Convertible promissory note – original issue discount (“OID”) only 90% OID Only September 28, 2024 1,673,000 - AVLP convertible promissory notes, principal $ 0.35 7% August 22, 2025 9,911,000 9,911,000 GIGA senior secured convertible notes - in default $ 0.25 18% October 11, 2024 4,388,000 - ROI senior secured convertible note $ 0.11 OID Only April 27, 2024 6,513,000 - Fair value of embedded conversion options 910,000 2,316,000 Total convertible notes payable 23,395,000 12,887,000 Less: unamortized debt discounts (2,179,000 ) (111,000 ) Total convertible notes payable, net of financing cost, long term $ 21,216,000 $ 12,776,000 Less: current portion (11,763,000 ) (1,325,000 ) Convertible notes payable, net of financing cost – long-term portion $ 9,453,000 $ 11,451,000 The contractual maturities of the Company’s convertible notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of December 31, 2023, were: Schedule of contractual maturities Year Principal 2024 $ 12,574,000 2025 10,821,000 $ 23,395,000 Significant inputs associated with the embedded conversion options include: Schedule of weighted average assumptions December 31, 2023 December 31, 2022 At Inception Contractual term in years 0.3 2.7 1.0 Volatility 138% 82% 111% Dividend yield 0% 0% 0% Risk-free interest rate 3.8% 4.0% 3.5% The following table summarizes the changes in embedded conversion option derivative liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022: Schedule of derivative liabilities For the Year Ended December 31, 2023 2022 Beginning balance $ 2,316,000 $ - Fair value of embedded conversion options issued or acquired 1,652,000 5,851,000 Change in fair value (3,058,000 ) (3,535,000 ) Ending balance $ 910,000 $ 2,316,000 The following table summarizes the changes in convertible notes payable measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022: Schedule of convertible notes payable For the Year Ended December 31, 2023 2022 Beginning balance $ 10,571,000 $ 660,000 Convertible notes from acquisitions - 9,911,000 Issuance of convertible notes 12,441,000 - Transfer out of level 3 (527,000 ) - Ending balance $ 22,485,000 $ 10,571,000 In October 2023 GIGA entered into an exchange and waiver agreement related to its senior secured convertible promissory notes, which resulted in a loss on extinguishment of debt of $ 1.4 |
SENIOR SECURED CONVERTIBLE NOTE
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY | 12 Months Ended |
Dec. 31, 2023 | |
Senior Secured Convertible Note Related Party | |
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY | 24. SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY On October 13, 2023 (the “A&C Closing Date”), the Company entered into a note purchase agreement with Ault & Company, pursuant to which the Company sold to Ault & Company (i) a senior secured convertible promissory note in the principal face amount of $17.5 million (the “Note”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock for a total purchase price of up to $ 17.5 The purchase price was comprised of the following: (i) cancellation of $4.6 million of cash loaned by Ault & Company to the Company since June 8, 2023 pursuant to the loan agreement; (ii) cancellation of $11.6 million of term loans made by the Company to Ault & Company in exchange for Ault & Company assuming liability for the payment of $11.6 million of secured notes; and (iii) the retirement of $1.25 million stated value of 125,000 shares of the Company’s Series B Convertible Preferred Stock (representing all shares issued and outstanding of that series) being transferred from Ault & Company to the Company. The Note had a principal face amount of $17.5 million and had a maturity date of October 12, 2028 10% 4.2 The Warrants grant Ault & Company the right to purchase 1.9 4.5925 The Company elected the fair value option and utilized a Monte-Carlo simulation at inception to value the Note. The Monte-Carlo simulation is calculated as the average present value over all simulated paths. The key inputs and assumptions used in the Monte-Carlo Simulation, including volatility, estimated market yield, risk-free rate, the probability of various scenarios, including held to maturity and subsequent preferred stock offering and various simulated paths, were utilized to estimate the fair value at $17.8 million or approximately the principal amount outstanding as of inception. The value of the 2023 Note was calculated as the average present value over 25,000 simulated paths. Given the Notes were fully satisfied in connection with issuance of the Series C convertible preferred stock, the Company calculated the fair value on the date of extinguishment as the total principal plus accrued interest outstanding. The following table summarizes some of the significant inputs and assumptions used in the Monte-Carlo simulation: Schedule of senior secured convertible promissory note assumptions Senior secured convertible promissory note Amounts Principal outstanding at valuation date $17.5 Volatility 80% Interest rate 10.0% Risk-free interest rate range 4.7% 5.6% Estimated yield 19.5% 21.0% The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $4.2 million based on the estimated fair value of the Warrants. In addition to a 21% discount for lack of marketability, significant inputs associated with the calculation of the fair value of the Warrants included the following: Schedule of convertible note Contractual term in years 5.0 Volatility 167.3% Dividend yield 0% Risk-free interest rate 4.7% The rollforward of the senior secured convertible promissory note notes is as follows: Schedule of senior secured convertible promissory note Senior secured convertible promissory note Total Balance as of December 31, 2022 $ - Exchange of loan agreement with Ault & Company 4,625,000 Ault & Company note from exchange of 12% demand promissory note 1,100,000 Ault & Company note from exchange of 10% demand promissory note 10,545,000 Exchange of Series B convertible preferred stock 1,250,000 Cash payments of senior secured convertible promissory note (150,000 ) Payment from issuance of Series C preferred stock (17,370,000 ) Balance as of December 31, 2023 $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 25. COMMITMENTS AND CONTINGENCIES 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, 2023 the Company has accrued $ 2.3 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 26. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25.0 1,000,000 50,000 2,000,000 On January 23, 2023, the Company filed a Certificate of Elimination of the certificate of designations of preferred stock with the Secretary of State of the state of Delaware with respect to the Company’s Series C convertible preferred stock, par value $ 0.001 On November 15, 2023, the Company filed a new Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Preferred Stock. On December 8, 2023, the Company filed a Certificate of Elimination of the certificate of designations of preferred stock with the Secretary of State of the state of Delaware with respect to the Company’s Series B convertible preferred stock, par value $ 0.001 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. 2023 Issuances Common ATM Offerings On February 25, 2022, the Company entered into an At-The-Market issuance sales agreement with Ascendiant Capital Markets, LLC (“Ascendiant Capital”) to sell shares of common stock having an aggregate offering price of up to $ 200 4,268 4.2 On June 9, 2023, 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 $ 10 4.3 35.3 Preferred ATM Offering On June 14, 2022, the Company entered into an At-The-Market sales agreement 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 $ 46.4 252,359 2.9 Issuance of Common Stock Upon Conversion of Preferred Stock During the year ended December 31, 2023, the Investors converted 1,000 6,756 5,736 Proceeds from Subsidiaries’ Sale of Stock to Non-Controlling Interests During the year ended December 31, 2023, SMC and ROI sold an aggregate of $ 7.3 Series C Convertible Preferred Stock Offering, Related Party On December 14, 2023, pursuant to the November 2023 SPA entered into with Ault & Company on November 6, 2023, the Company sold to Ault & Company, in three separate closings that occurred on the closing date, an aggregate of 41,500 12.3 41.5 The proceeds from the sale of Series C Preferred Stock were used in part to pay $ 17.5 4.2 In addition, the Company paid $ 20.4 0.2 3.2 On December 14, 2023, the Company, along with its wholly owned subsidiaries Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending, Ault Aviation, LLC (“Ault Aviation”) and AGREE (collectively with the Company, Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending and Ault Aviation, the “Guarantors”) entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with institutional lenders, pursuant to which Ault & Company borrowed $36 million and issued secured promissory notes to the lenders in the aggregate amount of $38.9 million (collectively, the “Secured Notes”; and the transaction, the “Loan”). Pursuant to the Loan Agreement, the Guarantors, as well as Milton C. Ault, III, the Company’s Executive Chairman and the Chief Executive Officer of Ault & Company, agreed to act as guarantors for repayment of the Secured Notes. In addition, certain Guarantors entered into various agreements as collateral in support of the guarantee of the Secured Notes, including (i) a security agreement by Sentinum, pursuant to which Sentinum granted to the Lenders a security interest in (a) 19,226 Antminers (the “Miners”), (b) all of the digital currency mined or otherwise generated from the Miners and (c) the membership interests of ACS, (ii) a security agreement by the Company, Ault Lending, BNI Montana and AGREE, pursuant to which those entities granted to the lenders a security interest in substantially all of their assets, as well as a pledge of equity interests in Ault Aviation, AGREE, Sentinum, Third Avenue, Ault Energy, LLC, the Company’s wholly owned subsidiary, ADTC, Eco Pack Technologies, Inc., the Company’s wholly owned subsidiary, and Circle 8 Holdco, (iii) a mortgage and security agreement by Third Avenue on the real estate property owned by Third Avenue in St. Petersburg, Florida (the “Florida Property”), (iv) a future advance mortgage by ACS on the real estate property owned by ACS in Dowagiac, Michigan (the “Michigan Property”), (v) an aircraft mortgage and security agreement by Ault Aviation on a private aircraft owned by Ault Aviation (the “Aircraft”), and (vi) deposit account control agreements over certain bank accounts held by certain of the Company’s subsidiaries. In addition, pursuant to the Loan Agreement, the Company agreed to establish a segregated deposit account (the “Segregated Account”), which would be used as a further guarantee of repayment of the Secured Notes. $3.5 million of cash was paid into the Segregated Account on the closing date. The Company is required to have the minimum balance in the Segregated Account be not less than $7 million, $15 million, $20 million and $27.5 million on the four-month, nine-month, one-year and two-year anniversaries of the closing date, respectively. In addition, starting on March 31, 2024, the Company is required to deposit $0.3 million monthly into the Segregated Account, which increases to $0.4 million monthly starting March 31, 2025. Further, the Company agreed to deposit into the Segregated Account, (i) up to the first $7 million of net proceeds, if any, from the sale of the Hilton Garden Inn in Madison West, the Residence Inn in Madison West, the Courtyard in Madison West, and the Hilton Garden Inn in Rockford; (ii) 50% of cash dividends (on a per dividend basis) received from Circle 8 on or after June 30, 2024; (iii) 30% of the net proceeds from any bond offerings the Company conducts, which shall not exceed $9 million in the aggregate; and (iv) 25% of the net proceeds from cash flows, collections and revenues from loans or other investments made by Ault Lending (including but not limited to sales of loans or investments, dividends, interest payments and amortization payments), which shall not exceed $5 million in the aggregate. In addition, if the Company decides to sell certain assets, the Company further agreed to deposit funds into the Segregated Account from the sale of those assets, including, (i) $15 million from the sale of the Florida Property, (ii) $11 million from the sale of the Aircraft, (iii) $17 million from the sale of the Michigan Property, (iv) $350 per Miner, subject to a de minimis threshold of $1 million, and (v) $10 million from the sale of Circle 8. Pursuant to the Company’s financial guarantee obligations noted above, the Company recorded a guarantee liability of $38.9 million using the practical expedient to fair value as set forth in ASC 460-10-30-2(a) and recorded an expense of $35.4 million (the amount of the guarantee liability, less the $3.5 million restricted cash in the Segregated Account) within other income (expense) on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. The guarantee written by the Company represents a variable interest in Ault & Company. Ault & Company, Inc, founded in 2015, is a private holding company focused on acquiring undervalued assets and disruptive technologies within the commercial, defense, aerospace, industrial, hospitality, technology and real estate sectors. Mr. Ault is the Founder and Executive Chairman of its Board of Directors. Ault & Company has demonstrated its ability to raise capital independently, on a limited basis, however given the nature of its strategic investment policy, there is no requirement for it to raise additional capital until and unless a strategic opportunity presents itself that requires additional capital. The nature and amount of the financing that the Company guaranteed indicates that Ault & Company’s lender required the Company’s collateral and support to close the December 2023 financing. The accounting guidance requires the Company to perform an analysis to determine whether its variable interest gives it a controlling financial interest in Ault & Company. The Company performed a VIE analysis and determined that given the control structure and ownership of Ault & Company that the Company would not be able to remove the key operating decision maker, Mr. Ault, from his leadership role at Ault & Company and therefore the Company does not meet the power criterion to be considered the primary beneficiary of Ault & Company. 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 38,000 172.4 Public Offering of Series D Preferred Stock The Company has designated 2.0 million shares of preferred stock, par value $ 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 0.5 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 27. INCOME TAXES The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2023 and 2022: Schedule of income loss before the provision for income tax 2023 2022 Pre-tax loss U.S. Federal $ (256,824,000 ) $ (189,899,000 ) Foreign 867,000 (4,419,000 ) Total $ (255,957,000 ) $ (194,318,000 ) 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 2023 2022 Deferred tax asset: Allowance for doubtful accounts $ 315,000 $ 439,000 Unrealized losses 13,859,000 11,082,000 Obsolete inventory 1,996,000 2,816,000 Stock compensation 13,383,000 3,581,000 Other carryforwards 311,000 317,000 Net operating loss carryforwards 94,899,000 17,878,000 Lease liability 1,224,000 1,979,000 Impairment 29,702,000 22,822,000 Accrued expenses 2,360,000 3,648,000 Interest expense 14,713,000 8,668,000 Outside basis difference 9,308,000 - Other 2,095,000 404,000 Total deferred tax asset 184,165,000 73,634,000 Deferred tax liability: Right-of-use assets (1,112,000 ) (1,865,000 ) Fixed assets, net (15,289,000 ) (1,575,000 ) Intangible assets, net 42,000 (6,638,000 ) Bargain gain/loss - (225,000 ) Total deferred income tax liabilities (16,359,000 ) (10,303,000 ) Net deferred income tax assets 167,806,000 63,331,000 Valuation allowance (167,806,000 ) (63,304,000 ) Deferred tax asset (liability), net - $ 27,000 At December 31, 2023, the Company had federal net operating loss carryforwards (“NOLs”) for income tax purposes of approximately $ 215.4 132.5 At December 31, 2023, Ault Disruptive, an entity not consolidated for income tax purposes, utilized its remaining NOLs. The Company has not completed a formal §382 study and completion of such an analysis in future periods may yield income tax provision impacts in subsequent financial statements. In assessing the realization of deferred tax assets, management considers whether it is more likely than not some portion or all deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all positive and negative evidence, including the Company’s generation of NOLs in current and prior periods, there is substantial doubt regarding the Company’s ability to utilize its deferred tax assets, therefore, the Company recorded a full valuation allowance. For the year ended December 31, 2023, the valuation allowance increased by $ 104.5 The net income tax provision (benefit) consisted of the following: Schedule of reconciliation of income tax attributable to operations 2023 2022 Current U.S. Federal $ 221,000 $ 244,000 U.S. State (99,000 ) 143,000 Foreign 188,000 132,000 Total current provision 310,000 519,000 Deferred U.S. Federal 0 (4,977,000 ) U.S. State 27,000 (27,000 ) Foreign 0 0 Total deferred provision (benefit) 27,000 (5,004,000 ) Total provision (benefit) for income taxes $ 337,000 $ (4,485,000 ) The Company’s effective tax rates were (0.3)% 2.3% 21% Schedule of effective income tax rate reconciliation 2023 2022 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit -1.1 % 7.3 % Effect of change in valuation allowance -15.8 % -22.1 % Permanent differences 1.0 % -1.0 % Goodwill impairment -2.3 % -1.4 % IRC Section 162(m) compensation limitation 0.0 % -0.3 % Excess tax benefit - windfall/(shortfall) -0.2 % -0.2 % Guarantee loss -2.9 % - Other 0.2 % -0.9 % Income tax benefit -0.1 % 2.3 % 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, 2023 and 2022, 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, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 28. 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, 2023 and 2022: Schedule of net loss per share December 31, 2023 2022 Warrants 14,179,000 2,000 Convertible preferred stock 8,137,000 - Convertible notes 1,339,000 - Stock options 1,000 1,000 Total 23,656,000 3,000 |
SEGMENT AND CUSTOMERS INFORMATI
SEGMENT AND CUSTOMERS INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND CUSTOMERS INFORMATION | 29. SEGMENT AND CUSTOMERS INFORMATION The Company has eight and seven reportable segments and the holding company as of December 31, 2023 and 2022, 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, 2023: Schedule of operating segments GIGA TurnOn Green Fintech Sentinum Ault Disruptive SMC Energy ROI Holding Company Total Revenue, product $ 37,759,000 $ 4,201,000 $ - $ 1,416,000 $ - $ 31,557,000 $ 899,000 $ 305,000 $ - $ 76,137,000 Revenue, digital currencies mining - - - 33,107,000 - - - - - 33,107,000 Revenue, lending and trading activities - - (1,998,000 ) - - - - - - (1,998,000 ) Revenue, crane operations - - - - - - 49,198,000 - - 49,198,000 Total revenues $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ - $ 31,557,000 $ 50,743,000 $ 305,000 $ - $ 156,444,000 Depreciation and amortization expense $ 1,097,000 $ 93,000 $ - $ 18,295,000 $ - $ 884,000 $ 4,377,000 $ 173,000 $ 2,055,000 $ 26,974,000 Impairment of goodwill and intangible assets $ 4,681,000 $ - $ - $ - $ - $ - $ 42,880,000 $ - $ - $ 47,561,000 Impairment of property and equipment $ - $ - $ - $ - $ - $ - $ 14,025,000 $ 4,136,000 $ - $ 18,161,000 Impairment of mined digital currencies $ - $ - $ - $ 489,000 $ - $ - $ - $ - $ - $ 489,000 Income (loss) from operations $ (12,227,000 ) $ (4,381,000 ) $ (3,416,000 ) $ (2,583,000 ) $ (1,325,000 ) $ (6,972,000 ) $ (51,351,000 ) $ (44,353,000 ) $ (27,113,000 ) $ (153,721,000 ) Interest expense $ 843,000 $ 124,000 $ - $ 221,000 $ - $ 338,000 $ 2,344,000 $ 4,383,000 $ 28,342,000 $ 36,595,000 Capital expenditures for the year ended December 31, 2023 $ 271,000 $ 145,000 $ - $ 2,019,000 $ - $ 383,000 $ 3,603,000 $ 479,000 $ 2,757,000 $ 9,657,000 Segment identifiable assets as of December 31, 2023 $ 32,470,000 $ 4,995,000 $ 17,027,000 $ 59,903,000 $ 2,347,000 $ - $ 51,254,000 $ 9,937,000 $ 31,266,000 208,199,000 Assets of discontinued operations 90,991,000 Total identifiable assets as of December 31, 2023 $ 299,190,000 Segment information for the year ended December 31, 2022: GIGA TurnOn Green Fintech Sentinum Ault Disruptive SMC Energy Holding Company Total Revenue $ 30,255,000 $ 5,522,000 $ 239,000 $ 1,105,000 $ - $ 24,224,000 $ 216,000 $ - $ 61,561,000 Revenue, digital currencies mining - - - 16,693,000 - - - - 16,693,000 Revenue, crane operations - - - - - - 2,739,000 - 2,739,000 Revenue, lending and trading activities - - 36,644,000 - - - - - 36,644,000 Total revenues $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ - $ 24,224,000 $ 2,955,000 $ - $ 117,637,000 Depreciation and amortization expense $ 1,713,000 $ 497,000 $ 475,000 $ 12,396,000 $ - $ 503,000 $ 281,000 $ 556,000 $ 16,421,000 Impairment of goodwill and intangible assets $ 9,881,000 - $ - $ - $ - $ 3,183,000 $ - $ - $ 13,064,000 Impairment of property and equipment $ - $ - $ - $ 79,556,000 $ - $ - $ - $ - $ 79,556,000 Impairment of deposit due to vendor bankruptcy filing $ - $ - $ - $ 2,000,000 $ - $ - $ - $ - $ 2,000,000 Impairment of mined digital currencies $ - $ - $ - $ 3,099,000 $ - $ - $ - $ - $ 3,099,000 Income (loss) from operations $ (13,951,000 ) $ (3,843,000 ) $ 4,430,000 $ (91,614,000 ) $ (1,420,000 ) $ (4,973,000 ) $ (546,000 ) $ (27,560,000 ) $ (139,477,000 ) Interest expense $ 745,000 $ 7,000 $ 3,000 $ 233,000 $ 7,000 $ 271,000 $ 1,457,000 $ 34,619,000 $ 37,342,000 Capital expenditures for the year ended December 31, 2022 $ 600,000 $ 266,000 $ 17,374,000 $ 80,799,000 $ - $ 93,000 $ 31,000 $ 142,000 $ 99,305,000 Segment identifiable assets as of December 31, 2022 $ 38,520,000 $ 6,959,000 $ 82,944,000 $ 75,731,000 $ 118,791,000 $ 27,508,000 $ 96,255,000 $ 16,312,000 $ 463,020,000 Assets of discontinued operations 98,494,000 Total identifiable assets as of December 31, 2022 $ 561,514,000 |
CONCENTRATIONS OF CREDIT AND RE
CONCENTRATIONS OF CREDIT AND REVENUE RISK | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations Of Credit And Revenue Risk | |
CONCENTRATIONS OF CREDIT AND REVENUE RISK | 30. CONCENTRATIONS OF CREDIT AND REVENUE RISK 2023 Concentrations of Credit and Revenue Risk Accounts receivable are concentrated with a certain large customer. At December 31, 2023, one Circle 8 customer in North America accounted for 11% For the year ended December 31, 2023, one customer, a mining pool operator in North America, represented 11% 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, a mining pool operator in North America, represented 14% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 31. SUBSEQUENT EVENTS 2023 Common ATM Offering During the period between January 1, 2024 through April 16, 2024, the Company sold an aggregate of 25.6 14.6 6% Convertible Promissory Notes On March 11, 2024, the Company entered into a note purchase agreement with two institutional investors pursuant to which the Investors agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investors an aggregate of $ 2.0 6% 1.8 September 12, 2024 0.35 Additional Closings of Series C Preferred Stock, Related Party On each of March 7, 2024, March 8, 2024 the November 2023 SPA entered into with Ault & Company on November 6, 2023, the Company sold to Ault & Company 500 shares of Series C Preferred Stock and Warrants to purchase 147,820 shares of common stock, for a total purchase price of $0.5 million. As of March 19, 2024, Ault & Company has purchased an aggregate of 43,500 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 12,860,312 Warrant Shares, for an aggregate purchase price of $43.5 million. The November 2023 SPA provides that Ault & Company may purchase up to $75.0 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. Amendment to the November 2023 SPA and Series C Designation of Preferences, Rights and Limitations On March 25, 2024, the November 2023 SPA entered into with Ault & Company was amended to increase the amount of Series C Preferred Stock and Series C Warrants that may be purchase under the agreement from $50.0 million to $75.0 million and an extension of the date to closing the final tranche of the financing to June 30, 2024. On April 3, 2024, the Company filed a Certificate of Increase to the Series C Designation of Preferences, Rights and Limitations to increase the number of authorized shares of Series C Preferred Stock from 50,000 75,000 Ault Lending Investment in Alzamend Series A Convertible Preferred Stock and Warrants On January 31, 2024, Ault Lending entered into a securities purchase agreement with Alzamend pursuant to which Alzamend agreed to sell Ault Lending up to 6,000 shares of Alzamend Series A convertible preferred stock and warrants to purchase shares of the Alzamend common stock. The Agreement provides that Ault Lending may purchase up to $6 million of Alzamend Series A Convertible Preferred Stock in one or more closings. On January 31, 2024, Alzamend sold 1,220 1.2 1.2 780 0.8 0.8 Amendment to the Loan Agreement On April 15, 2024, the Loan Agreement was amended to extend the deadline, from the four-month anniversary to the five-month anniversary of the closing date of the Loans, by which the Company is required to have the minimum balance in the Segregated Account be not less than $7 million. Final Distribution of TurnOnGreen Securities Announced The Company established a record date of April 15, 2024 for its final distribution of TurnOnGreen securities. Stockholders as of this date are entitled to 0.83 shares of TurnOnGreen common stock and warrants to purchase 0.83 shares of TurnOnGreen common stock for every share of the Company’s common stock they held on the record date. The Company will distribute 25.0 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
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 all entities that the Company controls as the primary beneficiary of a variable interest entity (“VIE”). 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 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 products. 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, also generates revenue from trading activities primarily through sales of securities and unrealized gains and losses from held securities. All investment transactions are recorded on a trade date basis. Financial instruments utilized in trading activities are carried at fair value. For more information on fair value, see Note 6. 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 hash calculation services to the mining pool. The Company’s customer, as defined in ASC 606-10-20, is the mining pool operator with which the Company has agreed to the terms of service and user service agreement. The Company supplies hash calculation services, in exchange for consideration, to the pool operator who in turn provides transaction verification services to third parties via a mining pool that includes other participants. The Company’s performance obligation is the provision of hash calculation services to the pool operator and this performance obligation is an output of the Company’s ordinary activities for which it decides when to provide services under the contract. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides hash calculation services 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 hash calculation services. The contract with the pool operator provides both parties the unilateral enforceable right to terminate the contract at any time without penalty. The customer termination option results in a contract that continuously renews throughout the day and therefore has a duration of less than 24 hours. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates. Providing such hash calculation services 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 are therefore 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. The Company participated in mining pools that used the FPPS payout method for the year ended December 31, 2023. The Company is entitled to compensation once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on a daily basis. The non-cash consideration that the Company is entitled to for providing hash calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator fees determined as follows: · The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that the Company provided to the pool operator as a percent of the Bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin network block rewards expected to be generated for the same daily period. · The non-cash consideration in the form of transaction fees paid by transaction requestors is based on the share of standard transaction fees over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC. The pool operator calculates the standard transaction fee during the 24-hour period using a rolling 144 block moving average of actual transaction fees. · The block reward and transaction fees earned by the Company are reduced by mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance with the pool operator’s payout formula during the same 24-hour period beginning midnight UTC daily. 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 the Company’s principal market 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 midnight UTC spot price of the Company’s principal market 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. The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception. There is no significant financing component in these transactions. Expenses associated with running the digital currencies mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues. 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 generally has one performance obligation and 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 United States (“U.S.”) Federal Deposit Insurance Corporation insurance limits. The Company had cash and cash equivalents of $ 1.5 1.7 0.6 |
Restricted Cash | Restricted Cash As of December 31, 2023, restricted cash included $4.3 million of cash collateral for notes payable and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. As of December 31, 2022, restricted cash included $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, 2023 2022 Cash and cash equivalents $ 8,625,000 $ 7,942,000 Restricted cash 4,966,000 732,000 Total cash, cash equivalents and restricted cash $ 13,591,000 $ 8,674,000 |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, the Company held $ 2.2 118.2 |
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 most, but not all, of 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 Credit Losses | Accounts Receivable and Allowance for Credit Losses The Company’s receivables are recorded when invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. |
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 U.S. 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. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Inbound shipping and handling costs are classified as a component of cost of revenues in the consolidated statements of operations. The Company reviews the components of its inventory and its inventory purchase commitments on a regular basis for excess and obsolete inventory based on estimated future usage and sales. Write-downs in inventory value or losses on inventory purchase commitments depend on various items, including factors related to customer demand, economic and competitive conditions, technological advances or new product introductions by the Company or its customers that vary from its current expectations. Whenever inventory is written down, a new cost basis is established and the inventory is not subsequently written up if market conditions improve. During the years ended December 31, 2023 and 2022, 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. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: 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 and building improvements 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. |
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 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. |
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. |
Fair value option | Fair value option The Company has elected to record the senior secured convertible promissory note, related party (“Convertible Notes”) at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while those are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The Company utilized a Monte-Carlo simulation at inception to value the Note. The Monte-Carlo simulation is calculated as the average present value over all simulated paths. The key inputs and assumptions used in the Monte-Carlo Simulation, including volatility, estimated market yield, risk-free rate, the probability of various scenarios, including held to maturity and subsequent preferred stock offering and various simulated paths. The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For instruments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. |
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 |
Guarantee Liability | Guarantee Liability The Company maintains a guarantee liability that represents its exposure related to guarantees associated with related party debt. The guarantee liability is reported in current liabilities as a separate line item on the consolidated balance sheets, and the provision for guarantee liability is reported in other income (expense) as a separate line item on the consolidated statement of operations. The guarantee liability represents management’s estimate of the Company’s exposure to losses pursuant to the Company’s related party guarantee obligations. |
Redeemable Non-Controlling Interests in Equity of Subsidiary | Redeemable Non-Controlling Interests in Equity of Subsidiary The Company records redeemable non-controlling interests in equity of subsidiaries to reflect the economic interests of the common stockholders in Ault Disruptive. These interests are presented as redeemable non-controlling 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, 2023 and 2022, the carrying amount of the redeemable non-controlling interest in equity of subsidiaries was recorded at its redemption value of $ 2.2 million and $ 117.9 Activity for the years ended December 31, 2023 and 2022 reconciled in the following table: Schedule of redeemable non-controlling interest Gross proceeds $ 115,000,000 Less: Proceeds allocated to Ault Disruptive public warrants (4,313,000 ) Issuance costs allocated to Ault Disruptive common stock (6,867,000 ) Plus: Remeasurement of carrying value to redemption value 14,173,000 Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2022 117,993,000 Less: Redemptions of Ault Disruptive common stock (120,064,000 ) Plus: Remeasurement of carrying value to redemption value 1,963,000 Extension proceeds paid by the Ault Disruptive sponsor 2,332,000 Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2023 $ 2,224,000 Treasury Stock The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to stockholders’ equity. 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 The Company determines its income taxes under the asset and liability method in accordance with 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, 2023 and 2022, there were no 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, 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 The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income 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, stock-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. Preferred Stock Liabilities The Company follows ASC 480-10, Distinguishing Liabilities from Equity · A fixed monetary amount known at inception; · Variations in something other than the fair value of the issuer’s shares; or · Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares. The number of shares delivered is determined on the basis of (1) the fixed monetary amount determined as the stated value and (2) the current stock price at settlement, so that the aggregate fair value of the shares delivered equals the monetary value of the obligation, which is fixed or predominantly fixed. Accordingly, the holder is not significantly exposed to gains and losses attributable to changes in the fair value of the Company’s equity shares. Instead, the Company is using its own equity shares as currency to settle a monetary obligation. Discontinued Operations The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”). 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. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its consolidated financial statements. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. On December 13, 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Treasury Stock | Treasury Stock The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to stockholders’ equity. |
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 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, 2023 and 2022, 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, 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, stock-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. |
Preferred Stock Liabilities | Preferred Stock Liabilities The Company follows ASC 480-10, Distinguishing Liabilities from Equity · A fixed monetary amount known at inception; · Variations in something other than the fair value of the issuer’s shares; or · Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares. The number of shares delivered is determined on the basis of (1) the fixed monetary amount determined as the stated value and (2) the current stock price at settlement, so that the aggregate fair value of the shares delivered equals the monetary value of the obligation, which is fixed or predominantly fixed. Accordingly, the holder is not significantly exposed to gains and losses attributable to changes in the fair value of the Company’s equity shares. Instead, the Company is using its own equity shares as currency to settle a monetary obligation. |
Discontinued Operations | Discontinued Operations The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”). |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its consolidated financial statements. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. On December 13, 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of cash equivalents and restricted cash | Schedule of cash equivalents and restricted cash December 31, December 31, 2023 2022 Cash and cash equivalents $ 8,625,000 $ 7,942,000 Restricted cash 4,966,000 732,000 Total cash, cash equivalents and restricted cash $ 13,591,000 $ 8,674,000 |
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 and building improvements 29 39 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Schedule of redeemable non-controlling interest | Schedule of redeemable non-controlling interest Gross proceeds $ 115,000,000 Less: Proceeds allocated to Ault Disruptive public warrants (4,313,000 ) Issuance costs allocated to Ault Disruptive common stock (6,867,000 ) Plus: Remeasurement of carrying value to redemption value 14,173,000 Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2022 117,993,000 Less: Redemptions of Ault Disruptive common stock (120,064,000 ) Plus: Remeasurement of carrying value to redemption value 1,963,000 Extension proceeds paid by the Ault Disruptive sponsor 2,332,000 Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2023 $ 2,224,000 |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Assets Held For Sale And Discontinued Operations | |
Schedule of assets and liabilities of agree operations | Schedule of assets and liabilities of agree operations December 31, December 31, 2023 2022 Cash and cash equivalents $ 1,080,000 $ 2,550,000 Restricted cash 697,000 2,831,000 Accounts receivable 247,000 264,000 Inventories 50,000 44,000 Property and equipment, net - current 88,525,000 - Prepaid expenses and other current assets 392,000 270,000 Total current assets 90,991,000 5,959,000 Property and equipment, net - 92,535,000 Total assets 90,991,000 98,494,000 Accounts payable and accrued expenses 3,099,000 2,631,000 Notes payable, current 67,262,000 - Total current liabilities 70,361,000 2,631,000 Notes payable - 61,633,000 Total liabilities 70,361,000 64,264,000 Net assets of discontinued operations $ 20,630,000 $ 34,230,000 |
Schedule of estimated costs to sell and expected | Schedule of estimated costs to sell and expected For the Year Ended December 31, 2023 2022 Revenue, hotel and real estate operations $ 16,161,000 $ 16,697,000 Cost of revenue, hotel operations 12,300,000 11,406,000 Gross profit 3,861,000 5,291,000 General and administrative 3,383,000 5,982,000 Impairment of property and equipment 8,284,000 - Total operating expenses 11,667,000 5,982,000 Loss from operations (7,806,000 ) (691,000 ) Interest expense (7,898,000 ) (5,204,000 ) Net loss from discontinued operations $ (15,704,000 ) $ (5,895,000 ) |
Schedule of cash flow activity related to discontinued operations | Schedule of cash flow activity related to discontinued operations For the Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ (15,704,000 ) $ (5,895,000 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 2,074,000 3,322,000 Amortization of debt discount 392,000 391,000 Impairment of property and equipment 8,284,000 - Changes in operating assets and liabilities: Accounts receivable 17,000 (213,000 ) Inventories (6,000 ) (13,000 ) Prepaid expenses and other current assets (122,000 ) 349,000 Accounts payable and accrued expenses 467,000 2,026,000 Net cash used in operating activities (4,598,000 ) (33,000 ) Cash flows from investing activities: Purchase of property and equipment (6,347,000 ) (9,111,000 ) Net cash used in investing activities (6,347,000 ) (9,111,000 ) Cash flows from financing activities: Proceeds from notes payable 5,237,000 7,340,000 Cash contributions from parent 2,104,000 794,000 Net cash provided by financing activities 7,341,000 8,134,000 Net decrease in cash and cash equivalents and restricted cash (3,604,000 ) (1,010,000 ) Cash and cash equivalents and restricted cash at beginning of period 5,381,000 6,391,000 Cash and cash equivalents and restricted cash at end of period $ 1,777,000 $ 5,381,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 7,506,000 $ 4,813,000 |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues Year ended December 31, 2023 GIGA TurnOnGreen Fintech Sentinum SMC Energy ROI Total Primary Geographical Markets North America $ 13,161,000 $ 3,879,000 $ - $ 34,523,000 $ 31,099,000 $ 49,431,000 $ 305,000 $ 132,398,000 Europe 8,351,000 29,000 - - 238,000 666,000 - 9,394,000 Middle East and other 16,247,000 293,000 - - 220,000 - - 16,760,000 Revenue from contracts with customers 37,759,000 4,201,000 - 34,523,000 31,557,000 50,097,000 305,000 158,442,000 Revenue, lending and trading activities (North America) - - (1,998,000 ) - - - - (1,998,000 ) Total revenue $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ 31,557,000 $ 50,097,000 $ 305,000 $ 156,444,000 Major Goods or Services Radio frequency/microwave filters $ 8,196,000 $ - $ - $ - $ - $ - $ - $ 8,196,000 Power supply units and systems 8,973,000 4,201,000 - - - - - 13,174,000 Healthcare diagnostic systems 4,095,000 - - - - - - 4,095,000 Defense systems 16,495,000 - - - - - - 16,495,000 Digital currencies mining - - - 33,107,000 - - - 33,107,000 Karaoke machines and related consumer goods - - - - 31,557,000 - - 31,557,000 Crane rental - - - - - 49,198,000 - 49,198,000 Other - - - 1,416,000 - 899,000 305,000 2,620,000 Revenue from contracts with customers 37,759,000 4,201,000 - 34,523,000 31,557,000 50,097,000 305,000 158,442,000 Revenue, lending and trading activities - - (1,998,000 ) - - - - (1,998,000 ) Total revenue $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ 31,557,000 $ 50,097,000 $ 305,000 $ 156,444,000 Timing of Revenue Recognition Goods transferred at a point in time $ 20,647,000 $ 348,000 $ - $ 34,523,000 $ 31,557,000 $ 999,000 $ 305,000 $ 88,279,000 Services transferred over time 17,112,000 3,853,000 - - - 49,198,000 - 70,163,000 Revenue from contracts with customers $ 37,759,000 $ 4,201,000 $ - $ 34,523,000 $ 31,557,000 $ 50,207,000 $ 305,000 $ 158,442,000 The Company’s disaggregated revenues consisted of the following for the year ended December 31, 2022: Year ended December 31, 2022 GIGA TurnOnGreen Fintech Sentinum SMC Energy Total Primary Geographical Markets North America $ 7,317,000 $ 4,514,000 $ 239,000 $ 17,798,000 $ 23,217,000 $ 2,739,000 $ 55,824,000 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 24,224,000 2,955,000 80,993,000 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 $ 24,224,000 $ 2,955,000 $ 117,637,000 Major Goods or Services Radio frequency/microwave filters $ 6,130,000 $ - $ - $ - $ - $ - $ 6,130,000 Power supply units and systems 11,605,000 5,522,000 - - - - 17,127,000 Healthcare diagnostic systems 4,073,000 - - - - - 4,073,000 Defense systems 8,447,000 - - - - - 8,447,000 Digital currencies mining - - - 16,693,000 - - 16,693,000 Karaoke machines and related consumer goods - - - - 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 24,224,000 2,955,000 80,993,000 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 $ 24,224,000 $ 2,955,000 $ 117,637,000 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430,000 $ 5,519,000 $ 239,000 $ 17,798,000 $ 24,224,000 $ 216,000 $ 66,426,000 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 $ 24,224,000 $ 2,955,000 $ 80,993,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | Fair value, assets measured on recurring basis Fair Value Measurement at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party $ 679,000 $ 679,000 $ - $ - Investments in marketable equity securities 27,000 27,000 - - Cash and marketable securities held in trust account 2,200,000 2,200,000 - - Total assets measured at fair value $ 2,906,000 $ 2,906,000 $ - $ - Liabilities: Warrant and embedded conversion feature liabilities $ 1,742,000 $ - $ - $ 1,742,000 Convertible promissory notes 22,485,000 - - 22,485,000 Total liabilities measured at fair value $ 24,227,000 $ - $ - $ 24,227,000 Fair Value Measurement at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of 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 Liabilities: Warrant and embedded conversion feature liabilities $ 2,967,000 $ - $ - $ 2,967,000 Convertible promissory notes 12,776,000 - - 12,776,000 Total liabilities measured at fair value $ 15,743,000 $ - $ - $ 15,743,000 |
Schedule of investments in other equity securities | Schedule of investments in other equity securities Investments in Balance at January 1, 2023 $ 13,340,000 Conversion to Level 1 marketable securities (13,340,000 ) Balance at December 31, 2023 $ - |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Marketable Securities | |
Schedule of marketable securities | Schedule of marketable securities Marketable equity securities at December 31, 2023 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 5,119,000 $ 12,000 $ (5,104,000 ) $ 27,000 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 |
DIGITAL CURRENCIES (Tables)
DIGITAL CURRENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Digital Currencies | |
Schedule of activities of the digital currencies | Schedule of activities of the digital currencies Digital Currencies Balance at January 1, 2022 $ 2,165,000 Additions of mined digital currencies 16,693,000 Payments to vendors (418,000 ) Impairment of mined digital currencies (3,099,000 ) Sales of digital currencies (15,832,000 ) Realized gain on sales of digital currencies 1,045,000 Balance at December 31, 2022 554,000 Additions of mined digital currencies 29,100,000 Payments to vendors (28,000 ) Impairment of mined digital currencies (489,000 ) Sales of digital currencies (29,111,000 ) Realized gain on sales of digital currencies 520,000 Balance at December 31, 2023 $ 546,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, December 31, 2023 2022 Raw materials, parts and supplies $ 5,247,000 $ 3,653,000 Work-in-progress 1,578,000 3,836,000 Finished products 1,559,000 14,547,000 Total inventories $ 8,384,000 $ 22,036,000 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2023 December 31, 2022 Building, land and improvements $ 15,752,000 $ 12,995,000 Bitcoin mining equipment 50,640,000 42,438,000 Crane rental equipment 34,469,000 32,453,000 Computer, software and related equipment 14,335,000 23,168,000 Aircraft 15,983,000 15,983,000 Other property and equipment 8,603,000 4,896,000 139,782,000 131,933,000 Accumulated depreciation and amortization (30,953,000 ) (5,882,000 ) Property and equipment placed in service, net 108,829,000 126,051,000 Construction in progress AVLP equipment - 9,400,000 Deposits on Bitcoin mining equipment - 11,328,000 Property and equipment, net $ 108,829,000 $ 146,779,000 |
Schedule of depreciation | Schedule of depreciation For the Year Ended December 31, 2023 2022 Depreciation expense $ 25,660,000 $ 13,939,000 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible asset | Schedule of intangible asset Definite lived intangible assets: Useful Life December 31, December 31, Developed technology 3 8 $ 1,949,000 $ 24,584,000 Customer list 8 10 3,596,000 5,865,000 Trade names 5 10 1,030,000 4,316,000 Domain name and other intangible assets 5 612,000 630,000 7,187,000 35,395,000 Accumulated amortization (1,910,000 ) (2,102,000 ) Total definite-lived intangible assets $ 5,277,000 $ 33,293,000 Indefinite lived intangible assets: Trade name and trademark Indefinite life 477,000 1,493,000 Total intangible assets, net $ 5,754,000 $ 34,786,000 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2024 $ 724,000 2025 724,000 2026 724,000 2027 724,000 2028 724,000 Thereafter 1,657,000 $ 5,277,000 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Goodwill Abstract | |
Schedule of goodwill | Schedule of goodwill Goodwill Balance as of January 1, 2022 $ 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 goodwill (21,387,000 ) Effect of exchange rate changes (427,000 ) Balance as of December 31, 2023 $ 6,088,000 |
INVESTMENTS _ RELATED PARTIES (
INVESTMENTS – RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments Related Parties | |
Schedule of investment | Schedule of investment Interest Due December 31, December 31, Rate Date 2023 2022 Investment in promissory note of Ault & Company 8% Dec. 31, 2024 $ 2,500,000 $ 2,500,000 Accrued interest receivable Ault & Company 568,000 368,000 Other - Alzamend 900,000 - Total investment in promissory notes and other, related parties $ 3,968,000 $ 2,868,000 |
Schedule of investment of common stock | Schedule of investment of common stock Investments in common stock, related parties at December 31, 2023 Cost Gross unrealized losses Fair value Common shares $ 24,688,000 $ (24,009,000 ) $ 679,000 Investments in common stock, related parties at December 31, 2022 Cost Gross unrealized losses Fair value Common shares $ 24,673,000 $ (18,224,000 ) $ 6,449,000 |
Schedule of investment in warrants and common stock | Schedule of investment in warrants and common stock Investment in common stock of Alzamend Investment in promissory notes and advances of Alzamend and Other Balance at January 1, 2022 $ 13,230,000 $ 173,000 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 ) - Amortization of related party investment - (173,000 ) Balance at December 31, 2022 6,449,000 - Investment in common stock of Alzamend 15,000 - Unrealized loss in common stock of Alzamend (5,785,000 ) - Balance at December 31, 2023 $ 679,000 $ - |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of investments in an unconsolidated entity, AVLP | Schedule of investments in an unconsolidated entity, AVLP Investment in Investment in warrants and promissory notes Total common stock and advances investment Balance at January 1, 2022 $ 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 $ - $ - $ - |
Schedule of equity investments in unconsolidated entity – SMC | Schedule of equity investments in unconsolidated entity – SMC Rollforward investment in unconsolidated entity Amount Beginning balance - January 1, 2023 $ - Equity method investment in SMC upon deconsolidation 2,259,000 Loss from investment in unconsolidated entity (302,000 ) Ending balance - December 31, 2023 $ 1,957,000 |
Schedule of summarized statements of operations | Schedule of summarized statements of operations For the Year Ended December 31, 2023 Revenue $ 32,581,000 Gross profit $ 6,964,000 Loss from operations $ (8,290,000 ) Net loss $ (9,384,000 ) |
Schedule of summarized balance sheet information | Schedule of summarized balance sheet information December 31, 2023 Current assets $ 23,206,000 Non-current assets $ 4,509,000 Current liabilities $ 16,209,000 Non-current liabilities $ 3,928,000 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
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 1,226,000 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 Total Assets $ 46,123,000 Liabilities Accounts payable and accrued liabilities $ (1,589,000 ) Notes payable – equipment notes (10,685,000 ) Operating lease liabilities (1,580,000 ) 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 Total revenues $ 214,636,000 Net loss attributable to Ault Alliance, Inc. $ (185,957,000 ) |
AVLP Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of business acquisitions by acquisition, contingent consideration 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 |
SMC Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of business acquisitions by acquisition, contingent consideration 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 assets 756,000 Inventories 12,840,000 Property and equipment, net 529,000 Right-of-use assets 1,073,000 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 |
GIGA Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of business acquisitions by acquisition, contingent consideration | Schedule of business acquisitions by acquisition, contingent consideration 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 and other assets 1,626,000 Accounts payable and accrued liabilities (4,704,000 ) Loans payable, net of discounts and issuance costs (387,000 ) Lease obligations (491,000 ) 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 Seller’s transaction expenses reimbursement 742,000 Total consideration $ 31,463,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 16,091 19,628 421 7.8 $ 17,546 287 $ 17,577 Issuances outside of the Plan $ 13,425 116 6.7 $ 13,425 116 $ 13,425 $ 19,125 242 7.3 $ 19,125 242 $ 2,284 $ 13,425 19,125 358 7.1 $ 17,278 358 $ 17,278 Total Options $ 13,425 19,628 779 7.5 $ 17,423 645 $ 17,411 |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense Year Ended December 31, 2023 2022 General and administrative $ 10,868,000 $ 7,202,000 Total stock-based compensation $ 10,868,000 $ 7,202,000 |
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, 2022 379 453 $ 18,900 9.8 $ 0 Authorized 10,000 - Forfeited 31 (31 ) $ 19,950 December 31, 2022 10,410 422 $ 18,675 8.7 $ 0 Forfeited 1 (1 ) $ 39,157 December 31, 2023 10,411 421 $ 17,546 7.8 $ 0 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Schedule of warrants | Schedule of warrants Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Outstanding at January 1, 2022 2,669 $ 23,175 4.7 Granted 1,209 4,500 Forfeited (1 ) 4,554,717 Exercised (1,803 ) 16,618 Outstanding at December 31, 2022 2,074 16,835 3.9 Granted 14,176,472 3.55 Forfeited - - Exercised - - Outstanding at December 31, 2023 14,178,546 $ 5.10 4.7 |
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 $ 3.38 12,269,032 4.77 $ 3.38 - $ 4.59 1,907,440 4.60 $ 4.59 - $ 3,375 18,750 2,067 2.72 $ 10,3801 2,067 $ 10,381 $ 66,000 148,500 7 0.24 $ 84,643 7 $ 84,643 $ 3.38 148,500 14,178,546 4.75 $ 5.10 2,074 $ 10,631 |
Schedule of weighted average assumptions | Schedule of weighted average assumptions December 31, 2023 December 31, 2022 Exercise price $ 3.54 $ 4,500 Contractual term in years 5.0 4.0 Volatility 168 % 176 % Dividend yield 0 % 0 % Risk-free interest rate 4.0 % 4.5 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities December 31, December 31, 2023 2022 Accounts payable $ 32,592,000 $ 20,027,000 Accrued payroll and payroll taxes 9,779,000 9,789,000 Financial instrument liabilities 832,000 651,000 Interest payable 4,197,000 3,207,000 Accrued legal 2,340,000 3,168,000 Accrued lender profit participation rights - 6,000,000 Other accrued expenses 16,703,000 17,586,000 Total liabilities $ 66,443,000 $ 60,428,000 |
Schedule of changes in financial instrument liabilities | Schedule of changes in financial instrument liabilities For the Year Ended December 31, 2023 2022 Beginning balance $ 651,000 $ 4,249,000 Recognition of financial instrument liabilities 7,262,000 290,000 Change in fair value (7,081,000 ) 377,000 Transfer out of level 3 - (4,265,000 ) Ending balance $ 832,000 $ 651,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 6,315,000 $ 8,419,000 Operating lease liability - current 2,119,000 2,975,000 Operating lease liability - non-current 4,402,000 5,836,000 |
Schedule of lease expenses | Schedule of lease expenses Year Ended December 31, 2023 2022 Operating lease cost $ 3,677,000 $ 2,716,000 Short-term lease cost - - |
Schedule of supplemental cash flow information related to leases | Schedule of supplemental cash flow information related to leases December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,699,000 $ 2,554,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 885,000 $ 3,791,000 Weighted-average remaining lease term - operating leases 3.7 4.1 Weighted-average discount rate - operating leases 8.0 % 7.0 % |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities Payments due by period 2024 $ 2,674,000 2025 2,205,000 2026 1,258,000 2027 414,000 2028 357,000 Thereafter 759,000 Total lease payments 7,667,000 Less interest (1,146,000 ) Present value of lease liabilities $ 6,521,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable | |
Schedule of notes payable | Schedule of notes payable Collateral Guarantors Interest rate Due date December 31, 2023 December 31, 2022 Circle 8 revolving credit facility Circle 8 cranes with a book value of $31.7 million - 8.4% December 16, 2025 $ 15,907,000 $ 14,724,000 8.5% secured promissory notes - - 8.5% May 7, 2024 - 17,389,000 16% promissory note (in default at December 31, 2023) - Ault & Company and Milton C. Ault, III 16.0% December 16, 2023 2,572,000 17,456,000 Circle 8 equipment financing notes Circle 8 equipment with a book value of $3.9 million - 0.0% March 15, 2024 November 15, 2026 5,629,000 10,677,000 3% secured promissory notes - - 3.0% - 5,672,000 8% demand loans - - 8.0% Upon demand 950,000 - Short-term bank credit facilities - - 5.9% Renews monthly 1,464,000 1,702,000 XBTO note payable (in default at December 31, 2023 and repaid in March 2024) 2,482 Antminers with a book value of $3.4 million - 12.5% December 30, 2023 1,067,000 2,749,000 10% secured promissory notes - - 10.0% - 8,789,000 Other ($0.9 million in default at December 31, 2023) - - 3,518,000 2,619,000 Total notes payable - - $ 31,107,000 $ 81,777,000 Less: - - Unamortized debt discounts - - (83,000 ) (12,325,000 ) Total notes payable, net - - $ 31,024,000 $ 69,452,000 Less: current portion - - (12,866,000 ) (39,621,000 ) Notes payable – long-term portion - - $ 18,158,000 $ 29,831,000 |
Schedule Of maturities | Schedule Of maturities Year 2024 $ 12,866,000 2025 17,721,000 2026 418,000 2027 51,000 2028 51,000 $ 31,107,000 |
Schedule of interest expense | Schedule of interest expense For the Year Ended December 31, 2023 2022 Contractual interest expense $ 9,619,000 $ 6,780,000 Forbearance fees 5,469,000 1,453,000 Amortization of debt discount 21,507,000 29,109,000 Total interest expense $ 36,595,000 $ 37,342,000 |
NOTES PAYABLE, RELATED PARTY (T
NOTES PAYABLE, RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable Related Party | |
Schedule of notes payable, related party | Schedule of notes payable, related party Interest Due date December 31, December 31, Notes from officers - AAI 18% February 1, 2024* $ 98,000 $ - Notes from officers - TurnOnGreen 14% Past due 51,000 25,000 Notes from board member - ROI 18% January 19, 2024* 90,000 - Ault & Company advances No interest Upon demand 1,909,000 - Advances from officers - AAI No interest Upon demand - 300,000 Advances from officers - TurnOnGreen No interest Upon demand - 14,000 Advances from officers - GIGA 8% Upon demand 52,000 - Other related party advances No interest Upon demand 175,000 13,000 Total notes payable $ 2,375,000 $ 352,000 |
Schedule of interest expense, related party | Schedule of interest expense, related party For the Year Ended December 31, 2023 2022 Interest expense, related party $ 664,000 $ - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | Schedule of convertible notes payable Conversion price per share Interest rate Due date December 31, 2023 December 31, 2022 Convertible promissory note $ 4.00 4% May 10, 2024 $ - $ 660,000 Convertible promissory note – original issue discount (“OID”) only 90% OID Only September 28, 2024 1,673,000 - AVLP convertible promissory notes, principal $ 0.35 7% August 22, 2025 9,911,000 9,911,000 GIGA senior secured convertible notes - in default $ 0.25 18% October 11, 2024 4,388,000 - ROI senior secured convertible note $ 0.11 OID Only April 27, 2024 6,513,000 - Fair value of embedded conversion options 910,000 2,316,000 Total convertible notes payable 23,395,000 12,887,000 Less: unamortized debt discounts (2,179,000 ) (111,000 ) Total convertible notes payable, net of financing cost, long term $ 21,216,000 $ 12,776,000 Less: current portion (11,763,000 ) (1,325,000 ) Convertible notes payable, net of financing cost – long-term portion $ 9,453,000 $ 11,451,000 |
Schedule of contractual maturities | Schedule of contractual maturities Year Principal 2024 $ 12,574,000 2025 10,821,000 $ 23,395,000 |
Schedule of weighted average assumptions | Schedule of weighted average assumptions December 31, 2023 December 31, 2022 At Inception Contractual term in years 0.3 2.7 1.0 Volatility 138% 82% 111% Dividend yield 0% 0% 0% Risk-free interest rate 3.8% 4.0% 3.5% |
Schedule of derivative liabilities | Schedule of derivative liabilities For the Year Ended December 31, 2023 2022 Beginning balance $ 2,316,000 $ - Fair value of embedded conversion options issued or acquired 1,652,000 5,851,000 Change in fair value (3,058,000 ) (3,535,000 ) Ending balance $ 910,000 $ 2,316,000 |
Schedule of convertible notes payable | Schedule of convertible notes payable For the Year Ended December 31, 2023 2022 Beginning balance $ 10,571,000 $ 660,000 Convertible notes from acquisitions - 9,911,000 Issuance of convertible notes 12,441,000 - Transfer out of level 3 (527,000 ) - Ending balance $ 22,485,000 $ 10,571,000 |
SENIOR SECURED CONVERTIBLE NO_2
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Senior Secured Convertible Note Related Party | |
Schedule of senior secured convertible promissory note assumptions | Schedule of senior secured convertible promissory note assumptions Senior secured convertible promissory note Amounts Principal outstanding at valuation date $17.5 Volatility 80% Interest rate 10.0% Risk-free interest rate range 4.7% 5.6% Estimated yield 19.5% 21.0% |
Schedule of convertible note | Schedule of convertible note Contractual term in years 5.0 Volatility 167.3% Dividend yield 0% Risk-free interest rate 4.7% |
Schedule of senior secured convertible promissory note | Schedule of senior secured convertible promissory note Senior secured convertible promissory note Total Balance as of December 31, 2022 $ - Exchange of loan agreement with Ault & Company 4,625,000 Ault & Company note from exchange of 12% demand promissory note 1,100,000 Ault & Company note from exchange of 10% demand promissory note 10,545,000 Exchange of Series B convertible preferred stock 1,250,000 Cash payments of senior secured convertible promissory note (150,000 ) Payment from issuance of Series C preferred stock (17,370,000 ) Balance as of December 31, 2023 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income loss before the provision for income tax | Schedule of income loss before the provision for income tax 2023 2022 Pre-tax loss U.S. Federal $ (256,824,000 ) $ (189,899,000 ) Foreign 867,000 (4,419,000 ) Total $ (255,957,000 ) $ (194,318,000 ) |
Schedule of deferred tax assets | Schedule of deferred tax assets 2023 2022 Deferred tax asset: Allowance for doubtful accounts $ 315,000 $ 439,000 Unrealized losses 13,859,000 11,082,000 Obsolete inventory 1,996,000 2,816,000 Stock compensation 13,383,000 3,581,000 Other carryforwards 311,000 317,000 Net operating loss carryforwards 94,899,000 17,878,000 Lease liability 1,224,000 1,979,000 Impairment 29,702,000 22,822,000 Accrued expenses 2,360,000 3,648,000 Interest expense 14,713,000 8,668,000 Outside basis difference 9,308,000 - Other 2,095,000 404,000 Total deferred tax asset 184,165,000 73,634,000 Deferred tax liability: Right-of-use assets (1,112,000 ) (1,865,000 ) Fixed assets, net (15,289,000 ) (1,575,000 ) Intangible assets, net 42,000 (6,638,000 ) Bargain gain/loss - (225,000 ) Total deferred income tax liabilities (16,359,000 ) (10,303,000 ) Net deferred income tax assets 167,806,000 63,331,000 Valuation allowance (167,806,000 ) (63,304,000 ) 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 2023 2022 Current U.S. Federal $ 221,000 $ 244,000 U.S. State (99,000 ) 143,000 Foreign 188,000 132,000 Total current provision 310,000 519,000 Deferred U.S. Federal 0 (4,977,000 ) U.S. State 27,000 (27,000 ) Foreign 0 0 Total deferred provision (benefit) 27,000 (5,004,000 ) Total provision (benefit) for income taxes $ 337,000 $ (4,485,000 ) |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2023 2022 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit -1.1 % 7.3 % Effect of change in valuation allowance -15.8 % -22.1 % Permanent differences 1.0 % -1.0 % Goodwill impairment -2.3 % -1.4 % IRC Section 162(m) compensation limitation 0.0 % -0.3 % Excess tax benefit - windfall/(shortfall) -0.2 % -0.2 % Guarantee loss -2.9 % - Other 0.2 % -0.9 % Income tax benefit -0.1 % 2.3 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per share | Schedule of net loss per share December 31, 2023 2022 Warrants 14,179,000 2,000 Convertible preferred stock 8,137,000 - Convertible notes 1,339,000 - Stock options 1,000 1,000 Total 23,656,000 3,000 |
SEGMENT AND CUSTOMERS INFORMA_2
SEGMENT AND CUSTOMERS INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of operating segments | Schedule of operating segments GIGA TurnOn Green Fintech Sentinum Ault Disruptive SMC Energy ROI Holding Company Total Revenue, product $ 37,759,000 $ 4,201,000 $ - $ 1,416,000 $ - $ 31,557,000 $ 899,000 $ 305,000 $ - $ 76,137,000 Revenue, digital currencies mining - - - 33,107,000 - - - - - 33,107,000 Revenue, lending and trading activities - - (1,998,000 ) - - - - - - (1,998,000 ) Revenue, crane operations - - - - - - 49,198,000 - - 49,198,000 Total revenues $ 37,759,000 $ 4,201,000 $ (1,998,000 ) $ 34,523,000 $ - $ 31,557,000 $ 50,743,000 $ 305,000 $ - $ 156,444,000 Depreciation and amortization expense $ 1,097,000 $ 93,000 $ - $ 18,295,000 $ - $ 884,000 $ 4,377,000 $ 173,000 $ 2,055,000 $ 26,974,000 Impairment of goodwill and intangible assets $ 4,681,000 $ - $ - $ - $ - $ - $ 42,880,000 $ - $ - $ 47,561,000 Impairment of property and equipment $ - $ - $ - $ - $ - $ - $ 14,025,000 $ 4,136,000 $ - $ 18,161,000 Impairment of mined digital currencies $ - $ - $ - $ 489,000 $ - $ - $ - $ - $ - $ 489,000 Income (loss) from operations $ (12,227,000 ) $ (4,381,000 ) $ (3,416,000 ) $ (2,583,000 ) $ (1,325,000 ) $ (6,972,000 ) $ (51,351,000 ) $ (44,353,000 ) $ (27,113,000 ) $ (153,721,000 ) Interest expense $ 843,000 $ 124,000 $ - $ 221,000 $ - $ 338,000 $ 2,344,000 $ 4,383,000 $ 28,342,000 $ 36,595,000 Capital expenditures for the year ended December 31, 2023 $ 271,000 $ 145,000 $ - $ 2,019,000 $ - $ 383,000 $ 3,603,000 $ 479,000 $ 2,757,000 $ 9,657,000 Segment identifiable assets as of December 31, 2023 $ 32,470,000 $ 4,995,000 $ 17,027,000 $ 59,903,000 $ 2,347,000 $ - $ 51,254,000 $ 9,937,000 $ 31,266,000 208,199,000 Assets of discontinued operations 90,991,000 Total identifiable assets as of December 31, 2023 $ 299,190,000 Segment information for the year ended December 31, 2022: GIGA TurnOn Green Fintech Sentinum Ault Disruptive SMC Energy Holding Company Total Revenue $ 30,255,000 $ 5,522,000 $ 239,000 $ 1,105,000 $ - $ 24,224,000 $ 216,000 $ - $ 61,561,000 Revenue, digital currencies mining - - - 16,693,000 - - - - 16,693,000 Revenue, crane operations - - - - - - 2,739,000 - 2,739,000 Revenue, lending and trading activities - - 36,644,000 - - - - - 36,644,000 Total revenues $ 30,255,000 $ 5,522,000 $ 36,883,000 $ 17,798,000 $ - $ 24,224,000 $ 2,955,000 $ - $ 117,637,000 Depreciation and amortization expense $ 1,713,000 $ 497,000 $ 475,000 $ 12,396,000 $ - $ 503,000 $ 281,000 $ 556,000 $ 16,421,000 Impairment of goodwill and intangible assets $ 9,881,000 - $ - $ - $ - $ 3,183,000 $ - $ - $ 13,064,000 Impairment of property and equipment $ - $ - $ - $ 79,556,000 $ - $ - $ - $ - $ 79,556,000 Impairment of deposit due to vendor bankruptcy filing $ - $ - $ - $ 2,000,000 $ - $ - $ - $ - $ 2,000,000 Impairment of mined digital currencies $ - $ - $ - $ 3,099,000 $ - $ - $ - $ - $ 3,099,000 Income (loss) from operations $ (13,951,000 ) $ (3,843,000 ) $ 4,430,000 $ (91,614,000 ) $ (1,420,000 ) $ (4,973,000 ) $ (546,000 ) $ (27,560,000 ) $ (139,477,000 ) Interest expense $ 745,000 $ 7,000 $ 3,000 $ 233,000 $ 7,000 $ 271,000 $ 1,457,000 $ 34,619,000 $ 37,342,000 Capital expenditures for the year ended December 31, 2022 $ 600,000 $ 266,000 $ 17,374,000 $ 80,799,000 $ - $ 93,000 $ 31,000 $ 142,000 $ 99,305,000 Segment identifiable assets as of December 31, 2022 $ 38,520,000 $ 6,959,000 $ 82,944,000 $ 75,731,000 $ 118,791,000 $ 27,508,000 $ 96,255,000 $ 16,312,000 $ 463,020,000 Assets of discontinued operations 98,494,000 Total identifiable assets as of December 31, 2022 $ 561,514,000 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 1 Months Ended | |
Jan. 16, 2024 | May 17, 2023 | |
Subsequent Event [Line Items] | ||
Reverse Stock Splits | 1-for-300 Reverse Split | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Reverse Stock Splits | 1-for-25 Reverse Split |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 8,625,000 | $ 7,942,000 | $ 8,600,000 |
Working capital | $ 66,300,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 8,625,000 | $ 7,942,000 | $ 8,600,000 |
Restricted cash | 4,966,000 | 732,000 | |
Total cash, cash equivalents and restricted cash | $ 13,591,000 | $ 8,674,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2023 | |
Bitcoin Mining Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 3 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 3 years |
Computer Software, Intangible Asset [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 and Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, and equipment, useful life (in year) | 29 years |
Building and Building Improvements [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) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 115,000,000 | |
Proceeds allocated to Ault Disruptive public warrants | $ (120,064,000) | (4,313,000) |
Issuance costs allocated to Ault Disruptive common stock | (6,867,000) | |
Remeasurement of carrying value to redemption value | 1,963,000 | 14,173,000 |
Redeemable non-controlling interests in equity of subsidiaries | 2,224,000 | $ 117,993,000 |
Extension proceeds paid by the Ault Disruptive sponsor | $ 2,332,000 |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 8,626,000 | $ 7,942,000 |
Restricted cash description | restricted cash included $4.3 million of cash collateral for notes payable and $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. As of December 31, 2022, restricted cash included $0.7 million of cash held in trust related to environmental contingencies related to the Michigan data center. | |
Marketable securities | $ 2,200,000 | 118,200,000 |
Payments for Repurchase of Redeemable Noncontrolling Interest | 2,200,000 | 117,900,000 |
Uncertain tax positions | 0 | 0 |
UK [Member] | ||
Cash and cash equivalents | 1,500,000 | 1,500,000 |
Israel Area [Member] | ||
Cash and cash equivalents | $ 1,700,000 | $ 600,000 |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Cash and cash equivalents | $ 8,626,000 | $ 7,942,000 |
Restricted cash | 4,966,000 | 732,000 |
Accounts receivable | 10,839,000 | 19,322,000 |
Inventories | 8,384,000 | 22,036,000 |
Property and equipment, net - current | 139,782,000 | 131,933,000 |
Prepaid expenses and other current assets | 9,450,000 | 5,074,000 |
Total current assets | 138,485,000 | 196,309,000 |
Property and equipment, net | 108,829,000 | 146,779,000 |
Total assets | 299,190,000 | 561,514,000 |
Accounts payable and accrued expenses | 66,443,000 | 60,428,000 |
Notes payable, current | 12,866,000 | 39,621,000 |
Total current liabilities | 204,827,000 | 225,325,000 |
Notes payable | 18,158,000 | 29,831,000 |
Total liabilities | 240,290,000 | 337,526,000 |
AGREE [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash and cash equivalents | 1,080,000 | 2,550,000 |
Restricted cash | 697,000 | 2,831,000 |
Accounts receivable | 247,000 | 264,000 |
Inventories | 50,000 | 44,000 |
Property and equipment, net - current | 88,525,000 | |
Prepaid expenses and other current assets | 392,000 | 270,000 |
Total current assets | 90,991,000 | 5,959,000 |
Property and equipment, net | 92,535,000 | |
Total assets | 90,991,000 | 98,494,000 |
Accounts payable and accrued expenses | 3,099,000 | 2,631,000 |
Notes payable, current | 67,262,000 | |
Total current liabilities | 70,361,000 | 2,631,000 |
Notes payable | 61,633,000 | |
Total liabilities | 70,361,000 | 64,264,000 |
Net assets of discontinued operations | $ 20,630,000 | $ 34,230,000 |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cost of revenue, hotel operations | $ 125,385,000 | $ 66,956,000 |
Gross profit | 31,059,000 | 50,681,000 |
General and administrative | 77,806,000 | 60,302,000 |
Total operating expenses | 184,780,000 | 190,158,000 |
Loss from operations | (153,721,000) | (139,477,000) |
Interest expense | (36,595,000) | (37,342,000) |
Net loss from discontinued operations | (15,704,000) | (5,895,000) |
AGREE [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Revenue, hotel and real estate operations | 16,161,000 | 16,697,000 |
Cost of revenue, hotel operations | 12,300,000 | 11,406,000 |
Gross profit | 3,861,000 | 5,291,000 |
General and administrative | 3,383,000 | 5,982,000 |
Impairment of property and equipment | 8,284,000 | |
Total operating expenses | 11,667,000 | 5,982,000 |
Loss from operations | (7,806,000) | (691,000) |
Interest expense | 7,898,000 | 5,204,000 |
Net loss from discontinued operations | $ (15,704,000) | $ (5,895,000) |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (231,026,000) | $ (181,816,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt discount | 21,507,000 | 29,581,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (415,000) | (58,000) |
Inventories | 4,312,000 | (1,068,000) |
Prepaid expenses and other current assets | 3,214,000 | 3,802,000 |
Accounts payable and accrued expenses | 15,662,000 | 9,466,000 |
Net cash used in operating activities | (5,428,000) | 26,489,000 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,666,000) | (99,305,000) |
Net cash used in investing activities | (29,518,000) | (158,643,000) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 38,782,000 | 53,314,000 |
Net cash provided by financing activities | 37,036,000 | 124,112,000 |
Cash and cash equivalents and restricted cash at beginning of period | 14,055,000 | 21,233,000 |
Cash and cash equivalents and restricted cash at end of period | 15,369,000 | 14,055,000 |
AGREE [Member] | ||
Cash flows from operating activities: | ||
Net loss | (15,704,000) | (5,895,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,074,000 | 3,322,000 |
Amortization of debt discount | 392,000 | 391,000 |
Impairment of property and equipment | 8,284,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (17,000) | 213,000 |
Inventories | 6,000 | 13,000 |
Prepaid expenses and other current assets | 122,000 | (349,000) |
Accounts payable and accrued expenses | 467,000 | 2,026,000 |
Net cash used in operating activities | (4,598,000) | (33,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (6,347,000) | (9,111,000) |
Net cash used in investing activities | (6,347,000) | (9,111,000) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 5,237,000 | 7,340,000 |
Cash contributions from parent | 2,104,000 | 794,000 |
Net cash provided by financing activities | 7,341,000 | 8,134,000 |
Net decrease in cash and cash equivalents and restricted cash | (3,604,000) | (1,010,000) |
Cash and cash equivalents and restricted cash at beginning of period | 5,381,000 | 6,391,000 |
Cash and cash equivalents and restricted cash at end of period | 1,777,000 | 5,381,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | $ 7,506,000 | $ 4,813,000 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 156,444,000 | $ 117,637,000 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 88,279,000 | 66,426,000 |
Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 158,442,000 | 80,993,000 |
Radio Frequency Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,196,000 | 6,130,000 |
Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,174,000 | 17,127,000 |
Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,095,000 | 4,073,000 |
Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,495,000 | 8,447,000 |
Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 33,107,000 | 16,693,000 |
Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 24,224,000 |
Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,198,000 | 2,739,000 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,620,000 | 1,560,000 |
Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 158,442,000 | 80,993,000 |
Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,644,000 |
Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 156,444,000 | 117,637,000 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 70,163,000 | 14,567,000 |
Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 158,442,000 | 80,993,000 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 132,398,000 | 55,824,000 |
North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,644,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,394,000 | 10,575,000 |
Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,760,000 | 14,594,000 |
GIGA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,759,000 | 30,255,000 |
GIGA [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 20,647,000 | 18,430,000 |
GIGA [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,112,000 | 11,825,000 |
GIGA [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,759,000 | 30,255,000 |
GIGA [Member] | Radio Frequency Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,196,000 | 6,130,000 |
GIGA [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,973,000 | 11,605,000 |
GIGA [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,095,000 | 4,073,000 |
GIGA [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,495,000 | 8,447,000 |
GIGA [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Revenuefromcontractswithcustomers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,759,000 | 30,255,000 |
GIGA [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,759,000 | 30,255,000 |
GIGA [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,759,000 | 30,255,000 |
GIGA [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,161,000 | 7,317,000 |
GIGA [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
GIGA [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,351,000 | 9,907,000 |
GIGA [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,247,000 | 13,031,000 |
Turn On Green [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,201,000 | 5,522,000 |
Turn On Green [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 348,000 | 5,519,000 |
Turn On Green [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,853,000 | 3,000 |
Turn On Green [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,201,000 | 5,522,000 |
Turn On Green [Member] | Radio Frequency Microwave Filters [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 | 4,201,000 | 5,522,000 |
Turn On Green [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
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] | Karaoke Machines And Rleated Consumer Goods [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 | 4,201,000 | 5,522,000 |
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 | 4,201,000 | 5,522,000 |
Turn On Green [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,201,000 | 5,522,000 |
Turn On Green [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,879,000 | 4,514,000 |
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 | 29,000 | 115,000 |
Turn On Green [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 293,000 | 893,000 |
Fintech [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,883,000 |
Fintech [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | |
Fintech [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | |
Fintech [Member] | Radio Frequency Microwave Filters [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] | 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] | Karaoke Machines And Rleated Consumer Goods [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 | |
Fintech [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | |
Fintech [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,644,000 |
Fintech [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,883,000 |
Fintech [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | |
Fintech [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 239,000 | |
Fintech [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (1,998,000) | 36,644,000 |
Fintech [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Fintech [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | Radio Frequency Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 33,107,000 | 16,693,000 |
Sentinum [Member] | Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,416,000 | 1,105,000 |
Sentinum [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,523,000 | 17,798,000 |
Sentinum [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Sentinum [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 24,224,000 |
S M C [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 24,224,000 |
S M C [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 24,224,000 |
S M C [Member] | Radio Frequency Microwave Filters [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] | 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] | Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 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 | 31,557,000 | 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 | 31,557,000 | 24,224,000 |
S M C [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
S M C [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,557,000 | 24,224,000 |
S M C [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 31,099,000 | 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 | 238,000 | 337,000 |
S M C [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 220,000 | 670,000 |
Energy [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,097,000 | 2,955,000 |
Energy [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 999,000 | 216,000 |
Energy [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,207,000 | 2,955,000 |
Energy [Member] | Radio Frequency Microwave Filters [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] | 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] | Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Energy [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,198,000 | 2,739,000 |
Energy [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 899,000 | 216,000 |
Energy [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,097,000 | 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 | 50,097,000 | 2,955,000 |
Energy [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,198,000 | 2,739,000 |
Energy [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,097,000 | 2,955,000 |
Energy [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,431,000 | 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 | 666,000 | 216,000 |
Energy [Member] | Middle East [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Revenue From Contracts With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Radio Frequency Microwave Filters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Power Supply Units And Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Healthcare Diagnostic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Defense Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Digital Currency Mining [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Karaoke Machines And Rleated Consumer Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Crane Rental [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Revenues From Contract With Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Total [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 305,000 | |
ROI [Member] | North America [Member] | Revenue Lending And Trading Activities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
ROI [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, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 2,906,000 | $ 144,572,000 |
Total liabilities measured at fair value | 1,742,000 | 2,967,000 |
Warrant And Embedded Conversion Feature Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 22,485,000 | 12,776,000 |
Convertible promissory notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 24,227,000 | 15,743,000 |
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 | 2,906,000 | 131,232,000 |
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 1 [Member] | Warrant And Embedded Conversion Feature Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 1 [Member] | Convertible promissory notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | ||
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 | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | Warrant And Embedded Conversion Feature Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | Convertible promissory notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities 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 | |
Total liabilities measured at fair value | 1,742,000 | 2,967,000 |
Fair Value, Inputs, Level 3 [Member] | Warrant And Embedded Conversion Feature Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 22,485,000 | 12,776,000 |
Fair Value, Inputs, Level 3 [Member] | Convertible promissory notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 24,227,000 | 15,743,000 |
Alzamend Neuro Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 679,000 | 6,449,000 |
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 | 679,000 | 6,449,000 |
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 | 27,000 | 6,590,000 |
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 | 27,000 | 6,590,000 |
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 | 2,200,000 | 118,193,000 |
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 | 2,200,000 | 118,193,000 |
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 | |
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 |
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, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at beginning | $ 13,340,000 |
Conversion to Level 1 marketable securities | (13,340,000) |
Balance at ending |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity investments in other securities | $ 21,800,000 | $ 29,200,000 |
Equity Method Investment, Other than Temporary Impairment | 15,800,000 | $ 11,500,000 |
Revenue From Lending And Trading Activitie [Member] | ||
Equity Method Investment, Other than Temporary Impairment | $ 6,200,000 |
Marketable Securities (Details)
Marketable Securities (Details) - Common Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Investments [Line Items] | ||
Cost | $ 5,119,000 | $ 10,271,000 |
Gross unrealized gains | 12,000 | 383,000 |
Gross unrealized losses | (5,104,000) | (4,064,000) |
Fair value | $ 27,000 | $ 6,590,000 |
DIGITAL CURRENCIES (Details)
DIGITAL CURRENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Realized gain on sale of digital currencies | $ 520,000 | $ 1,045,000 |
Digital Currencies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning balance | 554,000 | 2,165,000 |
Additions of mined digital currencies | 29,100,000 | 16,693,000 |
Payments to vendors | (28,000) | (418,000) |
Impairment of mined cryptocurrency | (489,000) | (3,099,000) |
Sale of digital currencies | (29,111,000) | (15,832,000) |
Realized gain on sale of digital currencies | 520,000 | 1,045,000 |
Ending balance | $ 546,000 | $ 554,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 5,247,000 | $ 3,653,000 |
Work-in-progress | 1,578,000 | 3,836,000 |
Finished products | 1,559,000 | 14,547,000 |
Total inventories | $ 8,384,000 | $ 22,036,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 139,782,000 | $ 131,933,000 |
Accumulated depreciation and amortization | (30,953,000) | (5,882,000) |
Property and equipment placed in service, net | 108,829,000 | 126,051,000 |
Construction in progress AVLP equipment | 9,400,000 | |
Deposits on Bitcoin mining equipment | 11,328,000 | |
Property, Plant and Equipment, Net | 108,829,000 | 146,779,000 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 15,752,000 | 12,995,000 |
Bitcoin Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 50,640,000 | 42,438,000 |
Crane Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 34,469,000 | 32,453,000 |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 14,335,000 | 23,168,000 |
Aircraft [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 15,983,000 | 15,983,000 |
Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,603,000 | $ 4,896,000 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 25,660,000 | $ 13,939,000 |
PROPERTY AND EQUIPMENT, NET (_3
PROPERTY AND EQUIPMENT, NET (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
ROI [Member] | |
Property, Plant and Equipment [Line Items] | |
Impairment charge | $ 3,900,000 |
Bitcoin Mining Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Impairment charge | 79,600,000 |
Compute North [Member] | |
Property, Plant and Equipment [Line Items] | |
Impairment charge | 2,000,000 |
AVLP Property and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Impairment charge | $ 14,000,000 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 7,187,000 | $ 35,395,000 |
Accumulated amortization | (1,910,000) | (2,102,000) |
Total definite-lived intangible assets | 5,277,000 | 33,293,000 |
Intangible assets, net | 5,754,000 | 34,786,000 |
Developed Technology [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,949,000 | 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 | |
Customer Lists [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,596,000 | 5,865,000 |
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 | |
Domain Name And Other Intangible Assets [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,030,000 | $ 630,000 |
Domain Name And Other Intangible Assets [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Domain Name And Other Intangible Assets [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Intangible assets, gross | $ 4,316,000 | $ 612,000 |
Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 477,000 | $ 1,493,000 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details 1) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 724,000 |
2025 | 724,000 |
2026 | 724,000 |
2027 | 724,000 |
2028 | 724,000 |
Thereafter | 1,657,000 |
Finite-Lived Intangible Assets, Net | $ 5,277,000 |
INTANGIBLE ASSETS, NET (Detai_3
INTANGIBLE ASSETS, NET (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives description | 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 7.9 years. |
Intangible assets | $ 3,900,000 |
AVLP Property and Equipment [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expense | 1,000,000 |
Impairment of Intangible Assets, Finite-Lived | 24,700,000 |
Microphase [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Impairment of Intangible Assets, Finite-Lived | $ 1,500,000 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Goodwill Abstract | ||
Beginning Balance | $ 27,902,000 | $ 10,090,000 |
Acquisition of AVLP | 18,570,000 | |
Acquisition of SMC | 3,184,000 | |
Acquisition of GIGA | 9,881,000 | |
Impairment of goodwill | (21,387,000) | (13,064,000) |
Effect of exchange rate changes | (427,000) | (759,000) |
Ending Balance | $ 6,088,000 | $ 27,902,000 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
AVLP [Member] | |
Impairment of goodwill | $ 18,600,000 |
Non-cash impairment charge | 18,600,000 |
Microphase [Member] | |
Impairment of goodwill | 3,200,000 |
Non-cash impairment charge | 3,200,000 |
S M C [Member] | |
Impairment of goodwill | 3,200,000 |
Non-cash impairment charge | 3,200,000 |
GIGA [Member] | |
Impairment of goodwill | 9,900,000 |
Non-cash impairment charge | $ 9,900,000 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments Related Parties | ||
Interest Rate | 8% | |
Due date | Dec. 31, 2024 | |
Investment in promissory note of Ault & Company | $ 2,500,000 | $ 2,500,000 |
Accrued interest receivable Ault & Company | 568,000 | 368,000 |
Other - Alzamend | 900,000 | |
Total investment in promissory notes and other, related parties | $ 3,968,000 | $ 2,868,000 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details 1) - Common Stock [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cost | $ 24,688,000 | $ 24,673,000 |
Gross unrealized losses | (24,009,000) | (18,224,000) |
Fair value | $ 679,000 | $ 6,449,000 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 2) - Alzamend [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investment In Common Stock Of Alzamend [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | $ 6,449,000 | $ 13,230,000 |
Investment in common stock of Alzamend | 15,000 | 4,901,000 |
Alzamend stock received for marketing services | 989,000 | |
Unrealized loss in common stock of Alzamend | (5,785,000) | (12,671,000) |
Amortization of related party investment | ||
Ending Balance | 679,000 | 6,449,000 |
Investment In Promissory Notes And Advances Of Alzamend And Other [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 173,000 | |
Investment in common stock of Alzamend | ||
Alzamend stock received for marketing services | ||
Unrealized loss in common stock of Alzamend | ||
Amortization of related party investment | (173,000) | |
Ending Balance |
INVESTMENTS _ RELATED PARTIES_2
INVESTMENTS – RELATED PARTIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Messrs Ault [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Related party payment | $ 50,000 |
Nisser [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Related party payment | $ 50,000 |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Beginning balance | $ 22,130,000 |
Investment in convertible promissory notes | 2,200,000 |
Loss from equity investment | (924,000) |
Accrued interest | 143,000 |
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 | |
Warrants And Common Stock [Member] | |
Beginning balance | 39,000 |
Investment in convertible promissory notes | |
Loss from equity investment | (39,000) |
Accrued interest | |
Loss on remeasurement upon conversion | |
Conversion of AVLP convertible promissory notes | |
Elimination of intercompany debt after conversion | |
Ending balance | |
Convertible Promissory Note [Member] | |
Beginning balance | 22,091,000 |
Investment in convertible promissory notes | 2,200,000 |
Loss from equity investment | (885,000) |
Accrued interest | 143,000 |
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 |
EQUITY METHOD INVESTMENTS (De_2
EQUITY METHOD INVESTMENTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Loss from investment in unconsolidated entity | $ (302,000) | $ (924,000) |
SMC Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | ||
Equity method investment in SMC upon deconsolidation | 2,259,000 | |
Loss from investment in unconsolidated entity | (302,000) | |
Ending balance | $ 1,957,000 |
EQUITY METHOD INVESTMENTS (De_3
EQUITY METHOD INVESTMENTS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Gross profit | $ 31,059,000 | $ 50,681,000 |
Loss from operations | (240,590,000) | (183,938,000) |
Net loss | (231,026,000) | $ (181,816,000) |
S M C [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenue | 32,581,000 | |
Gross profit | 6,964,000 | |
Loss from operations | (8,290,000) | |
Net loss | $ (9,384,000) |
EQUITY METHOD INVESTMENTS (De_4
EQUITY METHOD INVESTMENTS (Details 3) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Current assets | $ 138,485,000 | $ 196,309,000 |
Current liabilities | 204,827,000 | $ 225,325,000 |
S M C [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Current assets | 23,206,000 | |
Non-current assets | 4,509,000 | |
Current liabilities | 16,209,000 | |
Non-current liabilities | $ 3,928,000 |
EQUITY METHOD INVESTMENTS (De_5
EQUITY METHOD INVESTMENTS (Details Narrative) | Dec. 31, 2023 USD ($) |
NY Partnership [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Real estate investment | $ 2,300,000 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 6,088,000 | $ 27,902,000 |
AVLP Acquisition [Member] | ||
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 | |
AVLP Acquisition [Member] | Patents [Member] | ||
Business Acquisition [Line Items] | ||
Equipment useful life | 7 years | |
Intangible asset | $ 23,984,000 | |
AVLP Acquisition [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Equipment useful life | 9 years | |
Intangible asset | $ 816,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 6,088,000 | $ 27,902,000 |
SMC Acquisition [Member] | ||
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 assets | 756,000 | |
Inventories | 12,840,000 | |
Property and equipment, net | 529,000 | |
Right-of-use assets | 1,073,000 | |
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 | |
SMC Acquisition [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Equipment useful life | 10 years | |
Intangible asset | $ 2,470,000 | |
SMC Acquisition [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Equipment useful life | 10 years | |
Intangible asset | $ 1,380,000 | |
SMC Acquisition [Member] | 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, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 6,088,000 | $ 27,902,000 |
GIGA 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 and other assets | 1,626,000 | |
Accounts payable and accrued liabilities | (4,704,000) | |
Loans payable, net of discounts and issuance costs | (387,000) | |
Lease obligations | (491,000) | |
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, 2023 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] | Dec. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 290,000 |
Trade receivable, net | 4,334,000 |
Prepaid expenses and other current assets | 1,226,000 |
Property and equipment, net | 36,395,000 |
Right-of-use assets | 1,558,000 |
Total Assets | 46,123,000 |
Accounts payable and accrued liabilities | (1,589,000) |
Notes payable - equipment notes | (10,685,000) |
Operating lease liabilities | (1,580,000) |
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) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Total revenues | $ 214,636,000 |
Net loss attributable to Ault Alliance, Inc. | $ (185,957,000) |
BUSINESS COMBINATIONS (Detail_6
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Convertible promissory notes | $ 9,453,000 | $ 11,451,000 | |
ROI Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Description of acquisition | Total consideration included $0.3 million purchase consideration, representing the fair value of ROI common stock acquired by the Company, and $6.4 million allocated for the fair value of the non-controlling interest. | ||
AVLP Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
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. | ||
Convertible promissory notes | $ 20,000,000 | ||
Accrued interest receivable | $ 5,900,000 | ||
Conversion price | $ 0.50 | ||
Ownership % | 20% | ||
Ownership maximum percentage | 92% | ||
Related party expenses | $ 300,000 | ||
SMC 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 | ||
GIGA Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
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 were 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. | ||
Convertible promissory notes | $ 4,250,000 | ||
Ownership % | 10% | ||
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] | |||
Description of acquisition | The aggregate purchase price consideration transferred from Circle 8 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. | ||
Ownership % | 5.80% | ||
Ownership maximum percentage | 65% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Issuances Outside Of Plans [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 13,425 |
Options outstanding shares | shares | 116 |
Weighted average remaining contractual life (Years) | 6 years 8 months 12 days |
Weighted average eexercise price, outstanding | $ 13,425 |
Options, exercisable shares | shares | 116 |
Weighted average exercise price, exercisable | $ 13,425 |
Issuances Outside Of Plans 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 19,125 |
Options outstanding shares | shares | 242 |
Weighted average remaining contractual life (Years) | 7 years 3 months 18 days |
Weighted average eexercise price, outstanding | $ 19,125 |
Options, exercisable shares | shares | 242 |
Weighted average exercise price, exercisable | $ 2,284 |
Issuances Outside Of Plans 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 13,425 |
Exercise price, upper limit | $ 19,125 |
Options outstanding shares | shares | 358 |
Weighted average remaining contractual life (Years) | 7 years 1 month 6 days |
Weighted average eexercise price, outstanding | $ 17,278 |
Options, exercisable shares | shares | 358 |
Weighted average exercise price, exercisable | $ 17,278 |
Total Options [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 13,425 |
Exercise price, upper limit | $ 19,628 |
Options outstanding shares | shares | 779 |
Weighted average remaining contractual life (Years) | 7 years 6 months |
Weighted average eexercise price, outstanding | $ 17,423 |
Options, exercisable shares | shares | 645 |
Weighted average exercise price, exercisable | $ 17,411 |
Exercise Price Range 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 16,091 |
Exercise price, upper limit | $ 19,628 |
Options outstanding shares | shares | 421 |
Weighted average remaining contractual life (Years) | 7 years 9 months 18 days |
Weighted average eexercise price, outstanding | $ 17,546 |
Options, exercisable shares | shares | 287 |
Weighted average exercise price, exercisable | $ 17,577 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
General and administrative | $ 10,868,000 | $ 7,202,000 |
Total stock-based compensation | $ 10,868,000 | $ 7,202,000 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Shares available for grant, beginning balance | 10,410 | 379 | |
Number of options, beginning balance | 422 | 453 | |
Weighted average exercise price, beginning balance | $ 18,675 | $ 18,900 | |
Weighted aaverage remaining contractual term 1 | 7 years 9 months 18 days | 8 years 8 months 12 days | 9 years 9 months 18 days |
Options outstanding, intrinsic beginning value | $ 0 | $ 0 | |
Authorized | 10,000 | ||
Forfeited | 1 | ||
Number of options, forfeited | 1 | 31 | |
Number of options, forfeited | (1) | (31) | |
Weighted average exercise price, forfeited | $ 39,157 | $ 19,950 | |
Shares available for grant, ending balance | 10,411 | 10,410 | 379 |
Number of options, ending balance | 421 | 422 | 453 |
Weighted average exercise price, ending balance | $ 17,546 | $ 18,675 | $ 18,900 |
Options outstanding, intrinsic ending value | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Retirement Benefits [Abstract] | |
Common stock for grant of awards reserved | 10,000 |
Stock available for future grant | 10,441 |
Unrecognized compensation cost | $ | $ 2,100,000 |
Weighted average period | 1 year 6 months |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance at beginning | 2,074 | 2,669 | |
Weighted average exercise price, beginning | $ 16,835 | $ 23,175 | |
Weighted average remaining contractual life, ending | 4 years 8 months 12 days | 3 years 10 months 24 days | 4 years 8 months 12 days |
Granted | 14,176,472 | 1,209 | |
Weighted average exercise price, granted | $ 3.55 | $ 4,500 | |
Forfeited | (1) | ||
Weighted average exercise price, forfieted | $ 4,554,717 | ||
Exercised | (1,803) | ||
Weighted average exercise price, exercised | $ 16,618 | ||
Balance at end | 14,178,546 | 2,074 | 2,669 |
Weighted average exercise price, ending | $ 5.10 | $ 16,835 | $ 23,175 |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Oct. 13, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 4.5925 | |
Exercise Price 1 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 3.38 | |
Class of Warrant or Right, Outstanding | shares | 12,269,032 | |
Weighted average remaining contractual life (years) | 4 years 9 months 7 days | |
Weighted average exercise price outstanding | $ 3.38 | |
Number exercisable | ||
Exercise Price 2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 4.59 | |
Class of Warrant or Right, Outstanding | shares | 1,907,440 | |
Weighted average remaining contractual life (years) | 4 years 7 months 6 days | |
Weighted average exercise price outstanding | $ 4.59 | |
Number exercisable | ||
Exercise Price 3 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 2,067 | |
Weighted average remaining contractual life (years) | 2 years 8 months 19 days | |
Weighted average exercise price outstanding | $ 10.3801 | |
Number exercisable | 2,067 | |
Exercisable, Weighted average exercise price | $ 10,381 | |
Exercise Price 3 [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 3,375 | |
Exercise Price 3 [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 18,750 | |
Exercise Price 4 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 7 | |
Weighted average remaining contractual life (years) | 2 months 26 days | |
Weighted average exercise price outstanding | $ 84,643 | |
Number exercisable | 7 | |
Exercisable, Weighted average exercise price | $ 84,643 | |
Exercise Price 4 [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 66,000 | |
Exercise Price 4 [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 148,500 | |
Exercise Price 5 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 14,178,546 | |
Weighted average remaining contractual life (years) | 4 years 9 months | |
Weighted average exercise price outstanding | $ 5.10 | |
Number exercisable | 2,074 | |
Exercisable, Weighted average exercise price | $ 10,631 | |
Exercise Price 5 [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | 3.38 | |
Exercise Price 5 [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price | $ 148,500 |
WARRANTS (Details 2)
WARRANTS (Details 2) - $ / shares | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Contractual term | 1 year | 3 months 18 days | 2 years 8 months 12 days |
Volatility | 111% | 138% | 82% |
Risk-free interest rate | 3.50% | 3.80% | 4% |
Warrant [Member] | |||
Exercise price | $ 3.54 | $ 3.54 | $ 4,500 |
Contractual term | 5 years | 4 years | |
Volatility | 168% | 176% | |
Dividend yield | 0% | 0% | |
Risk-free interest rate | 4% | 4.50% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Nov. 07, 2022 | Dec. 31, 2023 | Oct. 13, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Nov. 07, 2021 | |
Warrant exercise price (in dollars per share) | $ 4.5925 | ||||||
Warrant [Member] | |||||||
Number of prohibited warrants to purchase shares | 606 | 14,200,000 | |||||
Warrant exercise price (in dollars per share) | $ 5.10 | $ 16,835 | $ 23,175 | $ 3.54 | $ 5,625 | ||
Principal amount | $ 18,900,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 32,592,000 | $ 20,027,000 |
Accrued payroll and payroll taxes | 9,779,000 | 9,789,000 |
Financial instrument liabilities | 832,000 | 651,000 |
Interest payable | 4,197,000 | 3,207,000 |
Accrued legal | 2,340,000 | 3,168,000 |
Accrued lender profit participation rights | 6,000,000 | |
Other accrued expenses | 16,703,000 | 17,586,000 |
Total liabilities | $ 66,443,000 | $ 60,428,000 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details 1) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Beginning balance | $ 651,000 | $ 4,249,000 |
Recognition of financial instrument liabilities | 7,262,000 | 290,000 |
Change in fair value | (7,081,000) | 377,000 |
Transfer out of level 3 | (4,265,000) | |
Ending balance | $ 832,000 | $ 651,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating right-of-use assets | $ 6,315,000 | $ 8,419,000 |
Operating lease liability - current | 2,119,000 | 2,975,000 |
Operating lease liability - non-current | $ 4,402,000 | $ 5,836,000 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 3,677,000 | $ 2,716,000 |
Short-term lease cost |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 3,699,000 | $ 2,554,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 885,000 | $ 3,791,000 |
Weighted-average remaining lease term - operating leases | 3 years 8 months 12 days | 4 years 1 month 6 days |
Weighted-average discount rate - operating leases | 8% | 7% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 2,674,000 |
2025 | 2,205,000 |
2026 | 1,258,000 |
2027 | 414,000 |
2028 | 357,000 |
Thereafter | 759,000 |
Total lease payments | 7,667,000 |
Less interest | (1,146,000) |
Present value of lease liabilities | $ 6,521,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 31,107,000 | $ 81,777,000 |
Unamortized debt discounts | (83,000) | (12,325,000) |
Total notes payable, net | 31,024,000 | 69,452,000 |
Less: current portion | (12,866,000) | (39,621,000) |
Notes payable - long-term portion | $ 18,158,000 | 29,831,000 |
Circle 8 Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Collateral | Circle 8 cranes with a book value of $31.7 million | |
Interest rate | 8.40% | |
Due date | Dec. 16, 2025 | |
Total notes payable | $ 15,907,000 | 14,724,000 |
Secured promissory notes 8.5 percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8.50% | |
Due date | May 07, 2024 | |
Total notes payable | 17,389,000 | |
Promissory Note 16 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 16% | |
Due date | Dec. 16, 2023 | |
Total notes payable | $ 2,572,000 | 17,456,000 |
Circle 8 equipment financing notes [Member] | ||
Short-Term Debt [Line Items] | ||
Collateral | Circle 8 equipment with a book value of $3.9 million | |
Interest rate | 0% | |
Total notes payable | $ 5,629,000 | 10,677,000 |
Circle 8 equipment financing notes [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Due date | Mar. 15, 2024 | |
Circle 8 equipment financing notes [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Due date | Nov. 15, 2026 | |
Secured promissory notes 3 percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 3% | |
Total notes payable | 5,672,000 | |
8% demand loans [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8% | |
Total notes payable | $ 950,000 | |
Shortrm Bank Credit Facilities [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 5.90% | |
Total notes payable | $ 1,464,000 | 1,702,000 |
XBTO Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Collateral | 2,482 Antminers with a book value of $3.4 million | |
Interest rate | 12.50% | |
Due date | Dec. 30, 2023 | |
Total notes payable | $ 1,067,000 | 2,749,000 |
Secured promissory notes 10 percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | |
Total notes payable | 8,789,000 | |
Other [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 3,518,000 | $ 2,619,000 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Dec. 31, 2023 USD ($) |
Notes Payable | |
2024 | $ 12,866,000 |
2025 | 17,721,000 |
2026 | 418,000 |
2027 | 51,000 |
2028 | 51,000 |
Total | $ 31,107,000 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable | ||
Contractual interest expense | $ 9,619,000 | $ 6,780,000 |
Forbearance fees | 5,469,000 | 1,453,000 |
Amortization of debt discount | 21,507,000 | 29,109,000 |
Total interest expense | $ 36,595,000 | $ 37,342,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Notes exchanged | $ 9,453,000 | $ 11,451,000 | |
Loss on extinguishment of debt | $ (8,719,000) | ||
Series C Preferred Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Description of outstanding balance payment | the Company paid $20.4 million to pay the $20.2 million outstanding balance of the 8% senior secured promissory notes, plus $0.2 million accrued interest payable. | ||
10% secured promissory notes [Member] | |||
Short-Term Debt [Line Items] | |||
Notes exchanged | $ 8,400,000 | ||
Loss on extinguishment of debt | 1,500,000 | ||
10% Demand Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Notes exchanged | 10,500,000 | ||
Loss on extinguishment of debt | 400,000 | ||
12% Demand Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Notes exchanged | 1,100,000 | ||
8% senior secured promissory notes [Member] | |||
Short-Term Debt [Line Items] | |||
Loss on extinguishment of debt | $ 3,200,000 | ||
Promissory Notes Payable 16 Percentage [Member] | |||
Short-Term Debt [Line Items] | |||
Loss on extinguishment of debt | $ 2,000,000 |
NOTES PAYABLE, RELATED PARTY (D
NOTES PAYABLE, RELATED PARTY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | $ 2,375,000 | $ 352,000 |
Notes from officers AAI [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 98,000 | |
Notes from officers turn on green [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 51,000 | 25,000 |
Notes from board member ROI [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 90,000 | |
Ault and company advances [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 1,909,000 | |
Advances from officers AAI [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 300,000 | |
Advances from officers turn on green [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 14,000 | |
Advances from officers GIGA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | 52,000 | |
Other Related Party Advances [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable, related party | $ 175,000 | $ 13,000 |
NOTES PAYABLE, RELATED PARTY _2
NOTES PAYABLE, RELATED PARTY (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable Related Party | ||
Interest income, related party | $ 664,000 |
NOTES PAYABLE, RELATED PARTY _3
NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 08, 2023 | Aug. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Advance from related party | $ 4,600,000 | ||
Secured Promissory Notes [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ault & company loan agreement, description | Company assumed $11.6 million of secured promissory notes previously issued by the Company for which the Company has issued term notes to Ault & Company in the same amount. One term note has a principal amount of $1.1 million and bears interest at 12% and the second term note has a principal amount of $10.5 million and bears interest at 10%. | ||
Ault And Company [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Principal amount | $ 10,000,000 | ||
Interest rate | 9.50% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 23,395,000 | $ 12,887,000 |
Fair value of embedded options and derivatives | 910,000 | 2,316,000 |
Less: unamortized debt discounts | (2,179,000) | (111,000) |
Total convertible notes payable, net of financing cost, long term | 21,216,000 | 12,776,000 |
Less: current portion | (11,763,000) | (1,325,000) |
Convertible Notes Payable Net of Financing Cost Long Term | $ 9,453,000 | 11,451,000 |
Convertible Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 4 | |
Interest rate on convertible note | 4% | |
Due date | May 10, 2024 | |
Total convertible notes payable | 660,000 | |
Convertible Promissory Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 90 | |
Due date | Sep. 28, 2024 | |
Total convertible notes payable | $ 1,673,000 | |
AVLP Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.35 | |
Interest rate on convertible note | 7% | |
Due date | Aug. 22, 2025 | |
Total convertible notes payable | $ 9,911,000 | 9,911,000 |
GIGA Senior Secured Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.25 | |
Interest rate on convertible note | 18% | |
Due date | Oct. 11, 2024 | |
Total convertible notes payable | $ 4,388,000 | |
ROI Senior Secured Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.11 | |
Due date | Apr. 27, 2024 | |
Total convertible notes payable | $ 6,513,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 12,866,000 |
2025 | 17,721,000 |
Total | 31,107,000 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2024 | 12,574,000 |
2025 | 10,821,000 |
Total | $ 23,395,000 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable | |||
Contractual term in years | 1 year | 3 months 18 days | 2 years 8 months 12 days |
Volatility | 111% | 138% | 82% |
Dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 3.50% | 3.80% | 4% |
CONVERTIBLE NOTES PAYABLE (De_4
CONVERTIBLE NOTES PAYABLE (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable | ||
Beginning balance | $ 2,316,000 | |
Fair value of embedded conversion options issued or acquired | 1,652,000 | 5,851,000 |
Change in fair value | (3,058,000) | (3,535,000) |
Ending balance | $ 910,000 | $ 2,316,000 |
CONVERTIBLE NOTES PAYABLE (De_5
CONVERTIBLE NOTES PAYABLE (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Beginning balance | $ 11,451,000 | |
Ending balance | 9,453,000 | $ 11,451,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Beginning balance | 10,571,000 | 660,000 |
Convertible notes from acquisitions | 9,911,000 | |
Issuance of convertible notes | 12,441,000 | |
Transfer out of level 3 | (527,000) | |
Ending balance | $ 22,485,000 | $ 10,571,000 |
CONVERTIBLE NOTES PAYABLE (De_6
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss on extinguishment of debt | $ (8,719,000) | ||
GIGA [Member] | |||
Loss on extinguishment of debt | $ 1,400,000 |
SENIOR SECURED CONVERTIBLE NO_3
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY (Details) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Volatility | 111% | 138% | 82% |
Interest rate | 3.50% | 3.80% | 4% |
Senior Secured Convertible Promissory Note [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Principal outstanding at valuation date | $ 17.5 | ||
Volatility | 80% | ||
Interest rate | 10% | ||
Risk-free interest rate range | 4.70% | ||
Risk-free interest rate range | 5.60% | ||
Senior Secured Convertible Promissory Note [Member] | Minimum [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Estimated yield | 19.50% | ||
Senior Secured Convertible Promissory Note [Member] | Maximum [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Estimated yield | 21% |
SENIOR SECURED CONVERTIBLE NO_4
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY (Details 1) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Contractual term in years | 1 year | 3 months 18 days | 2 years 8 months 12 days |
Volatility | 111% | 138% | 82% |
Risk-free interest rate | 3.50% | 3.80% | 4% |
Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Contractual term in years | 5 years | ||
Volatility | 167.30% | ||
Dividend yield | 0% | ||
Risk-free interest rate | 4.70% |
SENIOR SECURED CONVERTIBLE NO_5
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY (Details 2) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | |
Exchange of loan agreement with Ault & Company | 4,625,000 |
Ault & Company note from exchange of 12% demand promissory note | 1,100,000 |
Ault & Company note from exchange of 10% demand promissory note | 10,545,000 |
Exchange of Series B convertible preferred stock | 1,250,000 |
Cash payments of senior secured convertible promissory note | (150,000) |
Payment from issuance of Series C preferred stock | (17,370,000) |
Balance at end |
SENIOR SECURED CONVERTIBLE NO_6
SENIOR SECURED CONVERTIBLE NOTE, RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Senior secured convertible note, related party description | (i) cancellation of $4.6 million of cash loaned by Ault & Company to the Company since June 8, 2023 pursuant to the loan agreement; (ii) cancellation of $11.6 million of term loans made by the Company to Ault & Company in exchange for Ault & Company assuming liability for the payment of $11.6 million of secured notes; and (iii) the retirement of $1.25 million stated value of 125,000 shares of the Company’s Series B Convertible Preferred Stock (representing all shares issued and outstanding of that series) being transferred from Ault & Company to the Company. | ||
Loss on extinguishment | $ (8,719,000) | ||
Warrant share purchase | 1,900,000 | ||
Exercise price of warrants | $ 4.5925 | ||
Note [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Principal amount | $ 17,500,000 | ||
Debt instrument, maturity date | Oct. 12, 2028 | ||
Debt instrument, interest rate during period | 10% | ||
Loss on extinguishment | $ 4,200,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain (Loss) Related to Litigation Settlement | $ 2,300,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 14, 2023 | Jun. 09, 2023 | Jun. 14, 2022 | Jun. 03, 2022 | Feb. 25, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 03, 2024 | Apr. 02, 2024 | Dec. 08, 2023 | |
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. | ||||||||||
Unamortized debt discount | $ 83,000 | $ 12,325,000 | |||||||||
SMC and ROI [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of common stock | $ 7,300,000 | ||||||||||
IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 3,600,000 | ||||||||||
Non-accountable fees and offering expenses | $ 3,100,000 | ||||||||||
At The Market Issuance Sales Agreement [Member] | Common Stock [Member] | Issuances 2023 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 10,000,000 | $ 200,000,000 | |||||||||
Number of shares sold | 4,268 | 4,300,000 | |||||||||
Proceeds from issuance of common stock | $ 4,200,000 | $ 35,300,000 | |||||||||
At The Market Issuance Sales Agreement [Member] | Common Stock [Member] | Issuances 2022 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 200,000,000 | ||||||||||
Number of shares sold | 38,000 | ||||||||||
Proceeds from issuance of common stock | $ 172,400,000 | ||||||||||
Securities Purchase Agreement [Member] | Series F Convertible Preferred Liability [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares converted | 1,000 | ||||||||||
Securities Purchase Agreement [Member] | Series G Convertible Preferred Liability [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares converted | 6,756 | ||||||||||
Securities Purchase Agreement [Member] | Companys Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Converted aggregate share | 5,736 | ||||||||||
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 C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, authorized | 50,000 | 50,000 | 75,000 | 50,000 | |||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | |||||||||
Series C Preferred Stock [Member] | Senior Secured Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unamortized debt discount | $ 3,200,000 | ||||||||||
Payment to related party | 20,400,000 | ||||||||||
Accrued interest | $ 200,000 | ||||||||||
Series C Preferred Stock [Member] | Secured Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Loan and guaranty agreement description | Company, along with its wholly owned subsidiaries Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending, Ault Aviation, LLC (“Ault Aviation”) and AGREE (collectively with the Company, Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending and Ault Aviation, the “Guarantors”) entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with institutional lenders, pursuant to which Ault & Company borrowed $36 million and issued secured promissory notes to the lenders in the aggregate amount of $38.9 million (collectively, the “Secured Notes”; and the transaction, the “Loan”). | ||||||||||
Series C Preferred Stock [Member] | November 2023 SPA [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold | 17.5 | ||||||||||
Converted aggregate share | 41,500 | ||||||||||
Number of shares agreed to purchase | 12,300,000 | ||||||||||
Number of shares agreed to purchase, value | $ 41,500,000 | ||||||||||
Unamortized debt discount | $ 4,200,000 | ||||||||||
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, per share | $ 25 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Number of shares issued (in shares) | 144,000 | ||||||||||
Series D Preferred Stock [Member] | At The Market Issuance Sales Agreement [Member] | Issuances 2023 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 46,400,000 | ||||||||||
Number of shares sold | 252,359 | ||||||||||
Proceeds from issuance of common stock | $ 2,900,000 | ||||||||||
Series D Preferred Stock [Member] | At The Market Issuance Sales Agreement [Member] | Issuances 2022 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds from offering | $ 500,000 | ||||||||||
Number of shares sold | 28,838 | ||||||||||
Proceeds from issuance of common stock | $ 46,400,000 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, per share | $ 0.001 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, per share | $ 0.001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal | $ (256,824,000) | $ (189,899,000) |
Foreign | 867,000 | (4,419,000) |
Total | $ (255,957,000) | $ (194,318,000) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset: | ||
Allowance for doubtful accounts | $ 315,000 | $ 439,000 |
Unrealized losses | 13,859,000 | 11,082,000 |
Obsolete inventory | 1,996,000 | 2,816,000 |
Stock compensation | 13,383,000 | 3,581,000 |
Other carryforwards | 311,000 | 317,000 |
Net operating loss carryforwards | 94,899,000 | 17,878,000 |
Lease liability | 1,224,000 | 1,979,000 |
Impairment | 29,702,000 | 22,822,000 |
Accrued expenses | 2,360,000 | 3,648,000 |
Interest expense | 14,713,000 | 8,668,000 |
Outside basis difference | 9,308,000 | |
Other | 2,095,000 | 404,000 |
Total deferred tax asset | 184,165,000 | 73,634,000 |
Deferred tax liability: | ||
Right-of-use assets | (1,112,000) | (1,865,000) |
Fixed assets, net | (15,289,000) | (1,575,000) |
Intangible assets, net | 42,000 | (6,638,000) |
Bargain gain/loss | (225,000) | |
Total deferred income tax liabilities | 16,359,000 | 10,303,000 |
Net deferred income tax assets | 167,806,000 | 63,331,000 |
Valuation allowance | (167,806,000) | (63,304,000) |
Deferred tax asset (liability), net | $ (27,000) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | $ 221,000 | $ 244,000 |
U.S. State | (99,000) | 143,000 |
Foreign | 188,000 | 132,000 |
Total current provision | 310,000 | 519,000 |
Deferred | ||
U.S. Federal | 0 | (4,977,000) |
U.S. State | 27,000 | (27,000) |
Foreign | 0 | 0 |
Total deferred provision (benefit) | 27,000 | (5,004,000) |
Total provision (benefit) for income taxes | $ 337,000 | $ (4,485,000) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | 21% | 21% |
State taxes net of federal benefit | (1.10%) | 7.30% |
Effect of change in valuation allowance | (15.80%) | (22.10%) |
Permanent differences | 1% | (1.00%) |
Goodwill impairment | (2.30%) | (1.40%) |
IRC Section 162(m) compensation limitation | 0% | (0.30%) |
Excess tax benefit - windfall/(shortfall) | (0.20%) | (0.20%) |
Guarantee loss | (2.90%) | |
Other | 0.20% | (0.90%) |
Income tax benefit | (0.10%) | 2.30% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 94,899,000 | $ 17,878,000 |
Decreased in valuation allowance | $ 104,500,000 | |
Effective income tax rate | (0.30%) | 2.30% |
Corporate income tax rate | 21% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 215,400,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 132,500,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 23,656,000 | 3,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 14,179,000 | 2,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,137,000 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,339,000 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,000 | 1,000 |
SEGMENT AND CUSTOMERS INFORMA_3
SEGMENT AND CUSTOMERS INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Impairment of goodwill and intangible assets | $ 47,561,000 | $ 13,064,000 |
Impairment of property and equipment | 18,161,000 | 79,556,000 |
Impairment of mined digital currencies | 489,000 | 3,099,000 |
Income (loss) from operations | (153,721,000) | (139,477,000) |
Interest expense | 36,595,000 | 37,342,000 |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 76,137,000 | 61,561,000 |
Revenue, digital currencies mining | 33,107,000 | 16,693,000 |
Revenue, lending and trading activities | (1,998,000) | 36,644,000 |
Revenue, crane operations | 49,198,000 | 2,739,000 |
Total revenues | 156,444,000 | 117,637,000 |
Depreciation and amortization expense | 26,974,000 | 16,421,000 |
Impairment of goodwill and intangible assets | 47,561,000 | 13,064,000 |
Impairment of property and equipment | 18,161,000 | 79,556,000 |
Impairment of mined digital currencies | 489,000 | 3,099,000 |
Income (loss) from operations | (153,721,000) | (139,477,000) |
Interest expense | 36,595,000 | 37,342,000 |
Capital expenditures for the year ended December 31, 2022 | 9,657,000 | 99,305,000 |
Segment identifiable assets as of December 31, 2022 | 208,199,000 | 463,020,000 |
Assets of discontinued operations | 90,991,000 | 98,494,000 |
Total identifiable assets as of December 31, 2022 | 299,190,000 | 561,514,000 |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Operating Segments [Member] | GIGA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37,759,000 | 30,255,000 |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | 37,759,000 | 30,255,000 |
Depreciation and amortization expense | 1,097,000 | 1,713,000 |
Impairment of goodwill and intangible assets | 4,681,000 | 9,881,000 |
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (12,227,000) | (13,951,000) |
Interest expense | 843,000 | 745,000 |
Capital expenditures for the year ended December 31, 2022 | 271,000 | 600,000 |
Segment identifiable assets as of December 31, 2022 | 32,470,000 | 38,520,000 |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | Turn On Green [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,201,000 | 5,522,000 |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | 4,201,000 | 5,522,000 |
Depreciation and amortization expense | 93,000 | 497,000 |
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (4,381,000) | (3,843,000) |
Interest expense | 124,000 | 7,000 |
Capital expenditures for the year ended December 31, 2022 | 145,000 | 266,000 |
Segment identifiable assets as of December 31, 2022 | 4,995,000 | 6,959,000 |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | Fintech [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 239,000 | |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | (1,998,000) | 36,644,000 |
Revenue, crane operations | ||
Total revenues | (1,998,000) | 36,883,000 |
Depreciation and amortization expense | 475,000 | |
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (3,416,000) | 4,430,000 |
Interest expense | 3,000 | |
Capital expenditures for the year ended December 31, 2022 | 17,374,000 | |
Segment identifiable assets as of December 31, 2022 | 17,027,000 | 82,944,000 |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | Sentinum [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,416,000 | 1,105,000 |
Revenue, digital currencies mining | 33,107,000 | 16,693,000 |
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | 34,523,000 | 17,798,000 |
Depreciation and amortization expense | 18,295,000 | 12,396,000 |
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | 79,556,000 | |
Impairment of mined digital currencies | 489,000 | 3,099,000 |
Income (loss) from operations | (2,583,000) | (91,614,000) |
Interest expense | 221,000 | 233,000 |
Capital expenditures for the year ended December 31, 2022 | 2,019,000 | 80,799,000 |
Segment identifiable assets as of December 31, 2022 | 59,903,000 | 75,731,000 |
Impairment of deposit due to vendor bankruptcy filing | 2,000,000 | |
Operating Segments [Member] | Ault Disruptive [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | ||
Depreciation and amortization expense | ||
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (1,325,000) | (1,420,000) |
Interest expense | 7,000 | |
Capital expenditures for the year ended December 31, 2022 | ||
Segment identifiable assets as of December 31, 2022 | 2,347,000 | 118,791,000 |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | S M C [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,557,000 | 24,224,000 |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | 31,557,000 | 24,224,000 |
Depreciation and amortization expense | 884,000 | 503,000 |
Impairment of goodwill and intangible assets | 3,183,000 | |
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (6,972,000) | (4,973,000) |
Interest expense | 338,000 | 271,000 |
Capital expenditures for the year ended December 31, 2022 | 383,000 | 93,000 |
Segment identifiable assets as of December 31, 2022 | 27,508,000 | |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | Energy [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 899,000 | 216,000 |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | 49,198,000 | 2,739,000 |
Total revenues | 50,743,000 | 2,955,000 |
Depreciation and amortization expense | 4,377,000 | 281,000 |
Impairment of goodwill and intangible assets | 42,880,000 | |
Impairment of property and equipment | 14,025,000 | |
Impairment of mined digital currencies | ||
Income (loss) from operations | (51,351,000) | (546,000) |
Interest expense | 2,344,000 | 1,457,000 |
Capital expenditures for the year ended December 31, 2022 | 3,603,000 | 31,000 |
Segment identifiable assets as of December 31, 2022 | 51,254,000 | 96,255,000 |
Impairment of deposit due to vendor bankruptcy filing | ||
Operating Segments [Member] | ROI [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 305,000 | |
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | 305,000 | |
Depreciation and amortization expense | 173,000 | |
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | 4,136,000 | |
Impairment of mined digital currencies | ||
Income (loss) from operations | (44,353,000) | |
Interest expense | 4,383,000 | |
Capital expenditures for the year ended December 31, 2022 | 479,000 | |
Segment identifiable assets as of December 31, 2022 | 9,937,000 | |
Operating Segments [Member] | Holding Company [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Revenue, digital currencies mining | ||
Revenue, lending and trading activities | ||
Revenue, crane operations | ||
Total revenues | ||
Depreciation and amortization expense | 2,055,000 | 556,000 |
Impairment of goodwill and intangible assets | ||
Impairment of property and equipment | ||
Impairment of mined digital currencies | ||
Income (loss) from operations | (27,113,000) | (27,560,000) |
Interest expense | 28,342,000 | 34,619,000 |
Capital expenditures for the year ended December 31, 2022 | 2,757,000 | 142,000 |
Segment identifiable assets as of December 31, 2022 | $ 31,266,000 | 16,312,000 |
Impairment of deposit due to vendor bankruptcy filing |
CONCENTRATIONS OF CREDIT AND _2
CONCENTRATIONS OF CREDIT AND REVENUE RISK (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Member] | Geographic Concentration Risk [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 11% | 14% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 11% | 14% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||
Mar. 11, 2024 | Nov. 06, 2023 | Apr. 15, 2024 | Mar. 26, 2024 | Jan. 31, 2024 | Apr. 16, 2024 | Dec. 31, 2023 | Apr. 03, 2024 | Apr. 02, 2024 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Additional closings of stock description | the November 2023 SPA entered into with Ault & Company on November 6, 2023, the Company sold to Ault & Company 500 shares of Series C Preferred Stock and Warrants to purchase 147,820 shares of common stock, for a total purchase price of $0.5 million. As of March 19, 2024, Ault & Company has purchased an aggregate of 43,500 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 12,860,312 Warrant Shares, for an aggregate purchase price of $43.5 million. The November 2023 SPA provides that Ault & Company may purchase up to $75.0 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. | |||||||||
Shares authorized | 25,000,000 | |||||||||
Final distribution | ||||||||||
Series C Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares authorized | 50,000 | 75,000 | 50,000 | 50,000 | ||||||
Series A Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares authorized | 1,000,000 | 1,000,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Final distribution | $ 25,000,000 | |||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sold an aggregate shares | 780 | 1,220 | ||||||||
Stock purchased | $ 800,000 | $ 1,200,000 | ||||||||
Stock purchase price | $ 800,000 | $ 1,200,000 | ||||||||
Subsequent Event [Member] | Convertible promissory notes [Member] | Investor [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Gross proceeds from issuance or sale of equity | $ 1,800,000 | |||||||||
Sale of stock amount | $ 2,000,000 | |||||||||
Interest rate | 6% | |||||||||
Maturity date | Sep. 12, 2024 | |||||||||
Common stock convertible conversion price | $ 0.35 | |||||||||
Subsequent Event [Member] | Sales Agreement [Member] | Common ATM Offering [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sold an aggregate shares | 25,600,000 | |||||||||
Gross proceeds from issuance or sale of equity | $ 14,600,000 | |||||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Securities purchase agreement description | Alzamend agreed to sell Ault Lending up to 6,000 shares of Alzamend Series A convertible preferred stock and warrants to purchase shares of the Alzamend common stock. The Agreement provides that Ault Lending may purchase up to $6 million of Alzamend Series A Convertible Preferred Stock in one or more closings. |