DECONSOLIDATION AND RECONSOLIDATION OF SUBSIDIARIES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Deconsolidation And Reconsolidation Of Subsidiaries |
|
| Schedule of gain on deconsolidatio |
| Schedule of gain on deconsolidatio | |
| | |
| | |
For the Year Ended December 31, 2024 | |
| Gresham net loss | |
$ | (2,792,000 | ) |
| Gain on deconsolidation | |
| 2,013,000 | |
| Net loss from discontinued operations | |
$ | (779,000 | ) |
|
| Schedule of operations |
| Schedule of operations | |
| | |
| | |
For the Year | |
| | |
Ended | |
| | |
December 31, | |
| | |
2024 | |
| Revenue, products | |
$ | 30,862,000 | |
| Cost of revenue, products | |
| 23,339,000 | |
| Gross profit | |
| 7,523,000 | |
| Operating expenses | |
| | |
| Research and development | |
| 2,617,000 | |
| Selling and marketing | |
| 1,166,000 | |
| General and administrative | |
| 8,033,000 | |
| Impairment of goodwill and intangible assets | |
| - | |
| Total operating expenses | |
| 11,816,000 | |
| Loss from operations | |
| (4,293,000 | ) |
| Other income (expense): | |
| | |
| Interest and other income | |
| 1,594,000 | |
| Interest expense | |
| (1,662,000 | ) |
| Loss on extinguishment of debt | |
| - | |
| Change in fair value of warrant liability | |
| - | |
| Total other expense, net | |
| (68,000 | ) |
| Loss before income taxes | |
| (4,361,000 | ) |
| Income tax benefit | |
| (15,000 | ) |
| Net loss | |
| (4,346,000 | ) |
| Net loss attributable to non-controlling interest | |
| 1,554,000 | |
| Net loss attributable to common stockholders | |
$ | (2,792,000 | ) |
|
| Schedule of statement of cash flows |
| Schedule of statement of cash flows | |
| | |
| | |
For the Year | |
| | |
Ended | |
| | |
December 31, | |
| | |
2024 | |
| Cash flows from operating activities: | |
| | |
| Net loss | |
$ | (4,346,000 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | |
| Depreciation and amortization | |
| 618,000 | |
| Amortization of right-of-use assets | |
| 684,000 | |
| Amortization of intangibles | |
| 157,000 | |
| Impairment of goodwill and intangible assets | |
| - | |
| Stock-based compensation | |
| (858,000 | ) |
| Changes in operating assets and liabilities: | |
| | |
| Accounts receivable | |
| (1,638,000 | ) |
| Inventories | |
| 1,514,000 | |
| Prepaid expenses and other current assets | |
| (1,516,000 | ) |
| Lease liabilities | |
| (667,000 | ) |
| Accounts payable and accrued expenses | |
| (314,000 | ) |
| Net cash used in operating activities | |
| (6,366,000 | ) |
| Cash flows from investing activities: | |
| | |
| Purchase of property and equipment | |
| (249,000 | ) |
| Cash decrease upon deconsolidation | |
| (3,550,000 | ) |
| Net cash used in investing activities | |
| (3,799,000 | ) |
| Cash flows from financing activities: | |
| | |
| Proceeds from notes payable | |
| 2,552,000 | |
| Cash contributions from parent | |
| 3,383,000 | |
| Net cash provided by financing activities | |
| 5,935,000 | |
| | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (71,000 | ) |
| | |
| | |
| Net (decrease) increase in cash and cash equivalents and restricted cash | |
| (4,301,000 | ) |
| | |
| | |
| Cash and cash equivalents and restricted cash at beginning of period | |
| 4,301,000 | |
| | |
| | |
| Cash and cash equivalents and restricted cash at end of period | |
$ | - | |
| | |
| | |
| Supplemental disclosures of cash flow information: | |
| | |
| Cash paid during the period for interest | |
$ | 946,000 | |
|
| Schedule of consideration transferred |
| Schedule of consideration transferred | |
| | |
| | |
Amount | |
| Exit financing funded | |
$ | 10,000,000 | |
| Fair value of prepetition debt exchanged for equity | |
| 18,753,000 | |
| Fair value of non-controlling interest | |
| 1,294,000 | |
| Total consideration | |
$ | 30,047,000 | |
|
| Schedule of preliminary allocation of purchase price |
| Schedule of preliminary allocation of purchase price | |
| | | |
| | | |
| | |
| | |
Enertec | | |
Other Gresham Entities | | |
Total | |
| Identifiable net assets acquired: | |
| | | |
| | | |
| | |
| Cash | |
$ | - | | |
$ | 4,382,000 | | |
$ | 4,382,000 | |
| Restricted cash | |
| 850,000 | | |
| - | | |
| 850,000 | |
| Trade accounts receivable | |
| 2,642,000 | | |
| 1,566,000 | | |
| 4,208,000 | |
| Accrued revenue | |
| 8,170,000 | | |
| - | | |
| 8,170,000 | |
| Inventories, net | |
| 975,000 | | |
| 2,452,000 | | |
| 3,427,000 | |
| Prepaid expenses and other current assets | |
| 1,182,000 | | |
| 560,000 | | |
| 1,742,000 | |
| Property and equipment | |
| 503,000 | | |
| 357,000 | | |
| 860,000 | |
| Right-of-use asset | |
| 1,665,000 | | |
| 521,000 | | |
| 2,186,000 | |
| Intangible asset - trade name (12-15 year estimated useful life) | |
| 1,350,000 | | |
| 120,000 | | |
| 1,470,000 | |
| Intangible asset - developed technology (5-10 year estimated useful life) | |
| 4,780,000 | | |
| 810,000 | | |
| 5,590,000 | |
| Intangible asset - customer relationships (10-12 year estimated useful life) | |
| 3,810,000 | | |
| 1,150,000 | | |
| 4,960,000 | |
| Other assets | |
| 291,000 | | |
| 52,000 | | |
| 343,000 | |
| Accounts payable and accrued expenses | |
| (5,484,000 | ) | |
| (1,516,000 | ) | |
| (7,000,000 | ) |
| Notes payable | |
| (4,027,000 | ) | |
| - | | |
| (4,027,000 | ) |
| Notes payable, related party | |
| - | | |
| (315,000 | ) | |
| (315,000 | ) |
| Pre-petition unsecured creditor obligations | |
| - | | |
| (3,280,000 | ) | |
| (3,280,000 | ) |
| Operating lease liabilities | |
| (1,718,000 | ) | |
| (1,344,000 | ) | |
| (3,062,000 | ) |
| Other non-current liabilities | |
| (20,000 | ) | |
| (329,000 | ) | |
| (349,000 | ) |
| Net assets acquired | |
| 14,969,000 | | |
| 5,186,000 | | |
| 20,155,000 | |
| Goodwill | |
$ | 5,031,000 | | |
$ | 4,861,000 | | |
$ | 9,892,000 | |
|
| Schedule of intangible assets |
| Schedule of intangible assets | |
| | | |
|
| Intangible Asset | |
Fair Value | | |
Estimated Useful Life |
| Trade names | |
$ | 1,470,000 | | |
12 years |
| Developed technology | |
| 5,590,000 | | |
5 years |
| Customer relationships | |
| 4,960,000 | | |
10 years |
| Total identifiable intangible assets | |
$ | 12,020,000 | | |
|
|
| Schedule of financial information |
| Schedule of financial information | |
| | | |
| | |
| | |
For the Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Total revenue | |
$ | 138,764,000 | | |
$ | 148,283,000 | |
| Net loss attributable to Hyperscale Data | |
$ | (70,541,000 | ) | |
$ | (65,273,000 | ) |
|