Hyperscale Data, Inc. 10-Q

Item 1. Financial Statements. AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 2024 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 9,430,000 $ 8,626,000 Restricted cash 5,463,000 4,966,000 Marketable equity securities 9,426,000 27,000 Accounts receivable, net 11,579,000 10,839,000 Inventories 7,599,000 8,384,000 Investment in promissory notes and other, related party - 3,968,000 Loans receivable, current 1,364,000 1,234,000 Prepaid expenses and other current assets 8,035,000 9,450,000 Current assets of discontinued operations 91,872,000 90,991,000 TOTAL CURRENT ASSETS 144,768,000 138,485,000 Cash and marketable securities held in trust account 794,000 2,200,000 Intangible assets, net 5,482,000 5,754,000 Goodwill 6,010,000 6,088,000 Property and equipment, net 103,989,000 108,829,000 Right-of-use assets 7,211,000 6,315,000 Investments in common stock and equity securities, related party 2,768,000 679,000 Investments in other equity securities 20,077,000 21,767,000 Other assets 8,678,000 9,073,000 TOTAL ASSETS $ 299,777,000 $ 299,190,000 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 61,759,000 $ 66,443,000 Operating lease liability, current 2,385,000 2,119,000 Notes payable, current 12,370,000 12,866,000 Notes payable, related party, current 293,000 2,375,000 Convertible notes payable, current 11,131,000 11,763,000 Guarantee liability 38,900,000 38,900,000 Current liabilities of discontinued operations 71,405,000 70,361,000 TOTAL CURRENT LIABILITIES 198,243,000 204,827,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 1 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (continued) (Unaudited) March 31, December 31, 2024 2023 LONG TERM LIABILITIES Operating lease liability, non-current 5,514,000 4,402,000 Notes payable, non-current 17,314,000 18,158,000 Convertible notes payable, non-current 9,453,000 9,453,000 Deferred underwriting commissions of Ault Disruptive Technologies Corporation (“Ault Disruptive”) subsidiary 3,450,000 3,450,000 TOTAL LIABILITIES 233,974,000 240,290,000 COMMITMENTS AND CONTINGENCIES Redeemable non-controlling interests in equity of subsidiaries 784,000 2,224,000 STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock, $ 25 stated value per share, $ 0.001 par value – 1,000,000 shares authorized; 7,040 shares issued and outstanding at March 31, 2024 and December 31, 2023 (liquidation preference of $ 176,000 as of March 31, 2024 and December 31, 2023) - - Series C Convertible Preferred Stock, $ 1,000 stated value per share, share, $ 0.001 par value – 50,000 shares authorized; 43,500 and 41,500 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (liquidation preference of $ 43,500,000 and $ 41,500,000 at March 31, 2024 and December 31, 2023, respectively) - - Series D Cumulative Redeemable Perpetual Preferred Stock, $ 25 stated value per share, $ 0.001 par value – 2,000,000 shares authorized; 323,835 and 425,197 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (liquidation preference of $ 8,096,000 as of March 31, 2024 and December 31, 2023) - - Class A Common Stock, $ 0.001 par value – 500,000,000 shares authorized; 30,065,339 and 4,483,459 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 30,000 4,000 Class B Common Stock, $ 0.001 par value – 25,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023 - - Additional paid-in capital 656,587,000 644,852,000 Accumulated deficit ( 565,035,000 ) ( 567,469,000 ) Accumulated other comprehensive loss ( 2,061,000 ) ( 2,097,000 ) Treasury stock, at cost ( 30,571,000 ) ( 30,571,000 ) TOTAL AULT ALLIANCE STOCKHOLDERS’ EQUITY 58,950,000 44,719,000 Non-controlling interest 6,069,000 11,957,000 TOTAL STOCKHOLDERS’ EQUITY 65,019,000 56,676,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 299,777,000 $ 299,190,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 2 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended March 31, 2024 2023 Revenue $ 11,468,000 $ 13,889,000 Revenue, digital assets mining 11,447,000 7,347,000 Revenue, crane operations 12,918,000 12,646,000 Revenue, lending and trading activities 9,099,000 ( 4,939,000 ) Total revenue 44,932,000 28,943,000 Cost of revenue, products 9,164,000 9,787,000 Cost of revenue, digital assets mining 8,544,000 8,103,000 Cost of revenue, crane operations 7,715,000 7,388,000 Cost of revenue, lending and trading activities - 1,180,000 Total cost of revenue 25,423,000 26,458,000 Gross profit 19,509,000 2,485,000 Operating expenses Research and development 1,072,000 1,842,000 Selling and marketing 4,660,000 8,796,000 General and administrative 13,380,000 21,571,000 Impairment of mined digital assets - 139,000 Total operating expenses 19,112,000 32,348,000 Income (loss) from operations 397,000 ( 29,863,000 ) Other income (expense): Interest and other income 583,000 1,197,000 Interest expense ( 4,900,000 ) ( 12,100,000 ) Gain on conversion of investment in equity securities to marketable equity securities 17,900,000 - Gain (loss) on extinguishment of debt 1,405,000 ( 63,000 ) Loss from investment in unconsolidated entity ( 667,000 ) - Impairment of equity securities - ( 9,555,000 ) Provision for loan losses, related party ( 3,068,000 ) - Gain on the sale of fixed assets 68,000 4,515,000 Total other income (expense), net 11,321,000 ( 16,006,000 ) Income (loss) before income taxes 11,718,000 ( 45,869,000 ) Income tax benefit ( 44,000 ) ( 263,000 ) Net income (loss) from continuing operations 11,762,000 ( 45,606,000 ) Net loss from discontinued operations ( 1,801,000 ) ( 3,223,000 ) Net income (loss) 9,961,000 ( 48,829,000 ) Net (income) loss attributable to non-controlling interest ( 6,244,000 ) 183,000 Net income (loss) attributable to Ault Alliance, Inc. 3,717,000 ( 48,646,000 ) Preferred dividends ( 1,260,000 ) ( 229,000 ) Net income (loss) available to common stockholders $ 2,457,000 $ ( 48,875,000 ) Basic net income (loss) per common share: Continuing operations $ 0.26 $ ( 971.32 ) Discontinued operations ( 0.11 ) ( 68.57 ) Basic net income (loss) per common share $ 0.15 $ ( 1,039.89 ) Diluted net income (loss) per common share: Continuing operations $ 0.14 $ ( 971.32 ) Discontinued operations ( 0.05 ) ( 68.57 ) Diluted net income (loss) per common share $ 0.09 $ ( 1,039.89 ) Weighted average common shares outstanding: Basic 16,116,000 47,000 Diluted 36,493,000 47,000 Comprehensive income (loss) Net income (loss) available to common stockholders $ 2,457,000 $ ( 48,875,000 ) Foreign currency translation adjustment 36,000 170,000 Other comprehensive income 36,000 170,000 Total comprehensive income (loss) $ 2,493,000 $ ( 48,705,000 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 3 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2024 Preferred Stock Additional Other Non- Total Series A Series C Series D Class A Common Stock Paid-In Accumulated Comprehensive Controlling Treasury Stockholders’ Shares Par Amount Shares Par Amount Shares Par Amount Shares Amount Capital Deficit Loss Interest Stock Equity BALANCES, January 1, 2024 7,040 $ - 41,500 - $ - 425,197 $ - 4,483,459 $ 4,000 $ 644,852,000 $ ( 567,469,000 ) $ ( 2,097,000 ) $ 11,957,000 $ ( 30,571,000 ) $ 56,676,000 Issuance of Series C preferred stock, related party - - 2,000 - - - - - 1,818,000 - - - - 1,818,000 Fair value of warrants issued in connection with Series C preferred stock, related party - - - - - - - - 182,000 - - - - 182,000 Stock-based compensation 577,000 - - - - 577,000 Issuance of Class A common stock for cash - - - - - - 25,609,079 26,000 14,573,000 - - - - 14,599,000 Financing cost in connection with sales of Class A common stock - - - - - - - - ( 513,000 ) - - - - ( 513,000 ) Remeasurement of Ault Disruptive subsidiary temporary equity - - - - - - - - - ( 23,000 ) - - - ( 23,000 ) Sale of subsidiary stock to non-controlling interests - - - - - - - - - - - 1,485,000 - 1,469,000 Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest - - - - - - - - - - - ( 170,000 ) - ( 170,000 ) Conversion of RiskOn International, Inc. (“ROI”) convertible note - - - - - - - - - - - 863,000 - 863,000 Net income - - - - - - - - - - 3,717,000 - - - 3,717,000 Series A preferred dividends ($0.63 per share) ( 4,000 ) ( 4,000 ) Series C preferred dividends ($25.53 per share) ( 992,000 ) ( 992,000 ) Series D preferred dividends ($0.81 per share) ( 264,000 ) ( 264,000 ) Foreign currency translation adjustments - - - - - - - - - - 36,000 - - 36,000 Net income attributable to non-controlling interest - - - - - - - - - - - 6,244,000 - 6,244,000 Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Ault Alliance Class A common stockholders ($2.02 per share) - - - - - - - - ( 4,900,000 ) - - 4,900,000 - - Distribution of ROI investment in White River Energy Corp (“White River”) to ROI stockholders - - - - - - - - - - - ( 19,210,000 ) - ( 19,210,000 ) Other - - - - ( 101,362 ) - ( 27,199 ) - ( 2,000 ) - - - - ( 2,000 ) BALANCES, March 31, 2024 7,040 $ - 43,500 - $ - 323,835 $ - 30,065,339 $ 30,000 $ 656,587,000 $ ( 565,035,000 ) $ ( 2,061,000 ) $ 6,069,000 $ ( 30,571,000 ) $ 65,019,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 4 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2023 Accumulated Preferred Stock Additional Other Non- Total Series A Series B Series D Class A Common Stock Paid-In Accumulated Comprehensive Controlling Treasury Stockholders’ Shares Par Amount Shares Par Amount Shares Par Amount Shares Amount Capital Deficit Loss Interest Stock Equity BALANCES, January 1, 2023 7,040 $ - 125,000 $ - 172,838 $ - 50,966 $ - $ 565,905,000 $ ( 329,078,000 ) $ ( 1,100,000 ) $ 17,496,000 $ ( 29,235,000 ) $ 223,988,000 Issuance of Class A common stock for restricted stock awards - - - - - - 199 - - - - - - - Preferred stock issued for cash - - - - 90,184 - - - 2,255,000 - - - - 2,255,000 Preferred stock offering costs - - - - - - - - ( 1,079,000 ) - - - - ( 1,079,000 ) Stock-based compensation - - - - - - - - 3,931,000 - - 617,000 - 4,548,000 Issuance of Class A common stock for cash - - - - - - 4,268 - 4,158,000 - - - - 4,157,000 Financing cost in connection with sales of Class A common stock - - - - - - - - ( 105,000 ) - - - - ( 105,000 ) Remeasurement of Ault Disruptive subsidiary temporary equity - - - - - - - - - ( 679,000 ) - - - ( 679,000 ) Increase in ownership interest of subsidiary - - - - - - - - 11,000 - - ( 22,000 ) - ( 11,000 ) Non-controlling position at ROI subsidiary acquired - - - - - - - - - - - 6,357,000 - 6,357,000 Purchase of treasury stock - Ault Alpha, LP - - - - - - - - - - - - ( 197,000 ) ( 197,000 ) Net loss - - - - - - - - - ( 48,645,000 ) - - - ( 48,645,000 ) Series A preferred dividends ($0.63 per share) - - - - - - - - - ( 4,000 ) - - - ( 4,000 ) Series D preferred dividends ($0.81 per share) - - - - - - - - - ( 162,000 ) - - - ( 162,000 ) Foreign currency translation adjustments - - - - - - - - - - 170,000 - - 170,000 Net loss attributable to non-controlling interest - - - - - - - - - - - ( 183,000 ) - ( 183,000 ) Other - - - - - - - - ( 2,000 ) ( 65,000 ) ( 1,000 ) - - ( 68,000 ) BALANCES, March 31, 2023 7,040 $ - 125,000 $ - 263,022 $ - 55,433 $ - $ 575,074,000.00 $ ( 378,633,000 ) $ ( 931,000 ) $ 24,265,000 $ ( 29,432,000 ) $ 190,343,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 5 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net income (loss) $ 9,961,000 $ ( 48,829,000 ) Net loss from discontinued operations ( 1,801,000 ) ( 3,223,000 ) Net income (loss) from continuing operations 11,762,000 ( 45,606,000 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 5,935,000 5,325,000 Amortization of debt discount 3,653,000 10,302,000 Amortization of right-of-use assets 583,000 877,000 Stock-based compensation 577,000 4,548,000 Gain on the sale of fixed assets ( 68,000 ) ( 4,515,000 ) Impairment of equity securities - 11,555,000 Impairment of digital assets - 139,000 Realized gain on the sale of digital assets ( 738,000 ) ( 250,000 ) Revenue, digital assets mining ( 8,862,000 ) ( 7,347,000 ) Realized gains on sale of marketable securities - 3,627,000 Gain on conversion of investment in equity securities to marketable equity securities ( 17,900,000 ) - Unrealized gains on marketable securities ( 8,899,000 ) ( 1,908,000 ) Unrealized (gains) losses on investments in common stock, related parties ( 84,000 ) 1,598,000 Income from cash held in trust ( 21,000 ) - Provision for loan losses - 1,180,000 Provision for loan losses, related party 3,068,000 - (Gain) loss on extinguishment of debt ( 1,405,000 ) 63,000 Other ( 1,196,000 ) ( 83,000 ) Changes in operating assets and liabilities: Proceeds from the sale of digital assets 8,634,000 7,780,000 Marketable equity securities - 21,986,000 Accounts receivable ( 995,000 ) 5,030,000 Inventories 775,000 1,936,000 Prepaid expenses and other current assets 1,041,000 ( 687,000 ) Other assets 395,000 ( 490,000 ) Accounts payable and accrued expenses ( 4,385,000 ) ( 3,801,000 ) Lease liabilities ( 348,000 ) ( 910,000 ) Net cash (used in) provided by operating activities from continuing operations ( 8,478,000 ) 10,349,000 Net cash used in operating activities from discontinued operations ( 1,738,000 ) ( 2,646,000 ) Net cash (used in) provided by operating activities ( 10,216,000 ) 7,703,000 Cash flows from investing activities: Purchase of property and equipment ( 882,000 ) ( 4,308,000 ) Investments in loans receivable ( 134,000 ) ( 181,000 ) Investments in non-marketable equity securities ( 120,000 ) ( 102,000 ) Proceeds from the sale of fixed assets - 4,515,000 Other ( 5,000 ) 22,000 Net cash used in investing activities from continuing operations ( 1,141,000 ) ( 54,000 ) Net cash used in investing activities from discontinued operations ( 589,000 ) ( 2,713,000 ) Net cash used in investing activities ( 1,730,000 ) ( 2,767,000 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 6 AULT ALLIANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited) For the Three Months Ended March 31, 2024 2023 Cash flows from financing activities: Gross proceeds from sales of Class A common stock $ 14,599,000 $ 4,158,000 Financing cost in connection with sales of Class A common stock ( 513,000 ) ( 105,000 ) Proceeds from sales of Series D preferred stock - 2,255,000 Financing cost in connection with sales of Series D preferred stock - ( 1,079,000 ) Proceeds from sales of Series C preferred stock and warrants to purchase Class A common stock, related party 2,000,000 - Proceeds from subsidiaries’ sale of stock to non-controlling interests 1,485,000 - Distribution to Circle 8 non-controlling interest ( 170,000 ) - Proceeds from notes payable 2,311,000 2,500,000 Repayment of margin accounts - ( 767,000 ) Payments on notes payable ( 5,155,000 ) ( 19,651,000 ) Payments on convertible notes payable, related party ( 188,000 ) - Payments on notes payable, related party ( 1,894,000 ) - Payments of preferred dividends ( 1,260,000 ) ( 229,000 ) Purchase of treasury stock - ( 197,000 ) Proceeds from sales of convertible notes 1,800,000 2,680,000 Payments on convertible notes ( 1,030,000 ) ( 160,000 ) Net cash provided by (used in) financing activities from continuing operations 11,985,000 ( 10,595,000 ) Net cash provided by financing activities from discontinued operations 1,056,000 2,498,000 Net cash provided by (used in) financing activities 13,041,000 ( 8,097,000 ) Effect of exchange rate changes on cash and cash equivalents 574,000 177,000 Discontinued operations cash contributions from parent 1,639,000 81,000 Net increase (decrease) in cash and cash equivalents and restricted cash - continuing operations 1,301,000 ( 203,000 ) Net increase (decrease) in cash and cash equivalents and restricted cash - discontinued operations 368,000 ( 2,781,000 ) Net increase (decrease) in cash and cash equivalents and restricted cash 1,669,000 ( 2,984,000 ) Cash and cash equivalents and restricted cash at beginning of period - continuing operations 13,592,000 8,674,000 Cash and cash equivalents and restricted cash at beginning of period - discontinued operations 1,776,000 5,381,000 Cash and cash equivalents and restricted cash at beginning of period 15,368,000 14,055,000 Cash and cash equivalents and restricted cash at end of period 17,037,000 11,071,000 Less cash and cash equivalents and restricted cash of discontinued operations at end of period ( 2,144,000 ) ( 2,601,000 ) Cash and cash equivalents and restricted cash of continued operations at end of period $ 14,893,000 $ 8,470,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest - continuing operations $ 1,945,000 $ 2,990,000 Cash paid during the period for interest - discontinued operations $ 2,023,000 $ 1,668,000 Non-cash investing and financing activities: Settlement of accounts payable with digital assets $ 8,000 $ - Settlement of interest payable with digital assets $ 142,000 $ - Settlement of note payable with digital assets $ 506,000 $ - Conversion of convertible notes payable, related party into shares of Class A common stock $ - $ 400,000 Conversion of debt and equity securities to marketable securities $ 1,810,000 $ 13,340,000 Conversion of loans receivable to marketable securities $ - $ 5,430,000 Exchange of related party advances for investment in other equity securities, related party $ 2,000,000 $ - Recognition of new operating lease right-of-use assets and lease liabilities $ 1,725,000 $ - Remeasurement of Ault Disruptive temporary equity $ 23,000 $ 679,000 Dividend of ROI investment in White River to ROI shareholders $ 19,210,000 $ - Redeemable non-controlling interests in equity of subsidiaries paid with cash and marketable securities held in trust account $ 1,463,000 $ - Dividend paid in TurnOnGreen common stock in additional paid-in capital $ 4,900,000 $ - Debt discount from accrued lender profit participation rights $ - $ 8,500,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 7 1. DESCRIPTION OF BUSINESS Ault Alliance, Inc., a Delaware corporation (“Ault Alliance” or the “Company”) is a diversified holding company pursuing growth by acquiring and developing 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 seven reportable segments: · Energy and Infrastructure (“Energy”) – crane operations, advanced textiles processing and oil exploration; · Technology and Finance (“Fintech”) – commercial lending, activist investing, and stock trading; · Sentinum, Inc. (“Sentinum”) – digital assets mining operations and colocation and hosting services for the emerging artificial intelligence ecosystems and other industries; · Gresham Worldwide, Inc., formerly known as Giga-tronics Incorporated (“GIGA”) – defense industry; · TurnOnGreen – commercial electronics solutions; · ROI – immersive metaverse platform, media, and digital learning; and · Ault Disruptive – a special purpose acquisition company. 2. LIQUIDITY AND FINANCIAL CONDITION As of March 31, 2024, the Company had cash and cash equivalents of $ 9.4 million, negative working capital of $ 53.5 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. 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 March 31, 2024, 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 as well as digital assets, 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 or cease its operations altogether. F- 8 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024. The condensed consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report. Results of the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Significant Accounting Policies Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2023 Annual Report. Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. These reclassifications had no effect on previously reported results of operations. Recently Issued Accounting Standards On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. 4. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Presentation of Ault Global Real Estate Equities, Inc. (“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. 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. As of March 31, 2024 and December 31, 2023, the Company has classified the total assets and total liabilities associated with AGREE as current in the consolidated balance sheets. F- 9 The following table presents the assets and liabilities of AGREE operations: Schedule of assets and liabilities of agree operations March 31, December 31, 2024 2023 Cash and cash equivalents $ 1,285,000 $ 1,080,000 Restricted cash 859,000 697,000 Accounts receivable 204,000 247,000 Inventories 59,000 50,000 Property and equipment, net - current 89,114,000 88,525,000 Prepaid expenses and other current assets 351,000 392,000 Total current assets 91,872,000 90,991,000 Property and equipment, net - - Total assets 91,872,000 90,991,000 Accounts payable and accrued expenses 2,985,000 3,099,000 Notes payable, current 68,420,000 67,262,000 Total current liabilities 71,405,000 70,361,000 Total liabilities 71,405,000 70,361,000 Net assets of discontinued operations $ 20,467,000 $ 20,630,000 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 up reclassification of the disposal group as assets and liabilities held for sale. The following table presents the results of AGREE operations: Schedule of estimated costs to sell and expected For the Three Months Ended March 31, 2024 2023 Revenue, hotel and real estate operations $ 3,006,000 $ 2,243,000 Cost of revenue, hotel operations 2,817,000 2,688,000 Gross profit 189,000 ( 445,000 ) General and administrative 407,000 1,110,000 Total operating expenses 407,000 1,110,000 Loss from operations ( 218,000 ) ( 1,555,000 ) Interest expense ( 1,583,000 ) ( 1,668,000 ) Net loss from discontinued operations $ ( 1,801,000 ) $ ( 3,223,000 ) F- 10 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 Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 1,801,000 ) $ ( 3,223,000 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization - 838,000 Amortization of debt discount 101,000 98,000 Changes in operating assets and liabilities: Accounts receivable 43,000 114,000 Inventories ( 9,000 ) ( 12,000 ) Prepaid expenses and other current assets 41,000 ( 32,000 ) Accounts payable and accrued expenses ( 113,000 ) ( 429,000 ) Net cash used in operating activities ( 1,738,000 ) ( 2,646,000 ) Cash flows from investing activities: Purchase of property and equipment ( 589,000 ) ( 2,713,000 ) Net cash used in investing activities ( 589,000 ) ( 2,713,000 ) Cash flows from financing activities: Proceeds from notes payable 1,056,000 2,498,000 Cash contributions from parent 1,639,000 81,000 Net cash provided by financing activities 2,695,000 2,579,000 Net increase (decrease) in cash and cash equivalents and restricted cash 368,000 ( 2,780,000 ) Cash and cash equivalents and restricted cash at beginning of period 1,776,000 5,381,000 Cash and cash equivalents and restricted cash at end of period $ 2,144,000 $ 2,601,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 1,583,000 $ 1,668,000 Change in Plan of Sale of AGREE Hotel Properties On April 30, 2024, the Company had a change in plan of sale for its four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets will no longer meet the held for sale criteria and will be required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the subsequent decision not to sell. F- 11 5. REVENUE DISAGGREGATION The following tables summarize disaggregated customer contract revenues and the source of the revenue for the three months ended March 31, 2024 and 2023. 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 three months ended March 31, 2024 (excludes Ault Disruptive, as that segment has no revenue): Schedule of disaggregated revenues GIGA TurnOnGreen Fintech Sentinum Energy ROI Holding Company Total Primary Geographical Markets North America $ 2,065,000 $ 1,157,000 $ - $ 11,749,000 $ 12,918,000 $ 28,000 $ 301,000 $ 28,218,000 Europe 2,511,000 4,000 - - 39,000 - - 2,554,000 Middle East and other 4,997,000 64,000 - - - - - 5,061,000 Revenue from contracts with customers 9,573,000 1,225,000 - 11,749,000 12,957,000 28,000 301,000 35,833,000 Revenue, lending and trading activities (North America) - - 9,099,000 - - - - 9,099,000 Total revenue $ 9,573,000 $ 1,225,000 $ 9,099,000 $ 11,749,000 $ 12,957,000 $ 28,000 $ 301,000 $ 44,932,000 Major Goods or Services Radio frequency/microwave filters $ 2,091,000 $ - $ - $ - $ - $ - $ - $ 2,091,000 Power supply units and systems 2,260,000 1,225,000 - - - - - 3,485,000 Healthcare diagnostic systems 531,000 - - - - - - 531,000 Defense systems 4,691,000 - - - - - - 4,691,000 Digital assets mining - - - 11,447,000 - - - 11,447,000 Crane rental - - - - 12,918,000 - - 12,918,000 Other - - - 302,000 39,000 28,000 301,000 670,000 Revenue from contracts with customers 9,573,000 1,225,000 - 11,749,000 12,957,000 28,000 301,000 35,833,000 Revenue, lending and trading activities - - 9,099,000 - - - - 9,099,000 Total revenue $ 9,573,000 $ 1,225,000 $ 9,099,000 $ 11,749,000 $ 12,957,000 $ 28,000 $ 301,000 $ 44,932,000 Timing of Revenue Recognition Goods and services transferred at a point in time $ 4,762,000 $ 10,000 $ - $ 11,749,000 $ 39,000 $ 28,000 $ 301,000 $ 16,889,000 Services transferred over time 4,811,000 1,215,000 - - 12,918,000 - - 18,944,000 Revenue from contracts with customers $ 9,573,000 $ 1,225,000 $ - $ 11,749,000 $ 12,957,000 $ 28,000 $ 301,000 $ 35,833,000 F- 12 The Company’s disaggregated revenues consisted of the following for the three months ended March 31, 2023 (excludes Ault Disruptive, as that segment has no revenue): GIGA TurnOnGreen Fintech Sentinum The Singing Machine Company, Inc. (“SMC”) Energy Total Primary Geographical Markets North America $ 2,334,000 $ 785,000 $ - $ 7,805,000 $ 3,383,000 $ 13,085,000 $ 27,392,000 Europe 2,441,000 4,000 - - - 25,000 2,470,000 Middle East and other 3,933,000 87,000 - - - - 4,020,000 Revenue from contracts with customers 8,708,000 876,000 - 7,805,000 3,383,000 13,110,000 33,882,000 Revenue, lending and trading activities (North America) - - ( 4,939,000 ) - - - ( 4,939,000 ) Total revenue $ 8,708,000 $ 876,000 $ ( 4,939,000 ) $ 7,805,000 $ 3,383,000 $ 13,110,000 $ 28,943,000 Major Goods or Services Radio frequency/microwave filters $ 1,792,000 $ - $ - $ - $ - $ - $ 1,792,000 Power supply units and systems 3,114,000 876,000 - - - - 3,990,000 Healthcare diagnostic systems 1,137,000 - - - - - 1,137,000 Defense systems 2,665,000 - - - - - 2,665,000 Digital assets mining - - - 7,347,000 - - 7,347,000 Karaoke machines and related consumer goods - - - - 3,383,000 - 3,383,000 Crane rental - - - - - 12,646,000 12,646,000 Other - - - 458,000 - 464,000 922,000 Revenue from contracts with customers 8,708,000 876,000 - 7,805,000 3,383,000 13,110,000 33,882,000 Revenue, lending and trading activities - - ( 4,939,000 ) - - - ( 4,939,000 ) Total revenue $ 8,708,000 $ 876,000 $ ( 4,939,000 ) $ 7,805,000 $ 3,383,000 $ 13,110,000 $ 28,943,000 Timing of Revenue Recognition Goods and services transferred at a point in time $ 5,406,000 $ 873,000 $ - $ 7,805,000 $ 3,383,000 $ 464,000 $ 17,931,000 Services transferred over time 3,302,000 3,000 - - - 12,646,000 15,951,000 Revenue from contracts with customers $ 8,708,000 $ 876,000 $ - $ 7,805,000 $ 3,383,000 $ 13,110,000 $ 33,882,000 F- 13 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 March 31, 2024 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party $ 768,000 $ 768,000 $ - $ - Investments in marketable equity securities 9,426,000 9,426,000 - - Cash and marketable securities held in trust account 794,000 794,000 - - Total assets measured at fair value $ 10,988,000 $ 10,988,000 $ - $ - Liabilities: Warrant and embedded conversion feature liabilities $ 715,000 $ - $ - $ 715,000 Convertible promissory notes 21,180,000 - - 21,180,000 Total liabilities measured at fair value $ 21,895,000 $ - $ - $ 21,895,000 Fair Value Measurement at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Investment in common stock of Alzamend $ 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 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. Equity Investments for Which Measurement Alternative Has Been Selected As of March 31, 2024 and December 31, 2023, the Company held equity investments in other securities valued at $ 20.6 million and $ 21.8 million, respectively, that were valued using a measurement alternative. These investments are included in other equity securities in the accompanying consolidated balance sheets. The Company has made cumulative downward adjustments for impairments for equity securities that do not have readily determinable fair values for the three months ended March 31, 2024 and 2023, totaling $ 0 and $ 11.6 million, respectively. Approximately $ 9.6 million of the prior year adjustments are reflected in other income (expense) and $2.0 million of these adjustments related to Fintech lending operations and have been recorded against revenue from lending and trading activities on the condensed consolidated statement of operations and comprehensive loss. F- 14 The changes in Level 3 fair value hierarchy during the three months ended March 31, 2024 and 2023 were as follows: Schedule of changes in fair value hierarchy Level 3 Balance at Beginning of Period Fair Value Adjustments Purchases, Sales and Settlements Transfer in and/or out of Level 3 Level 3 Balance at End of Period Three months ended March 31, 2024 Warrant and embedded conversion feature liabilities $ 1,742,000 $ ( 1,027,000 ) $ - $ - $ 715,000 Convertible promissory notes 22,485,000 - 770,000 ( 2,075,000 ) 21,180,000 Three months ended March 31, 2023 Warrant and embedded conversion feature liabilities $ 2,967,000 $ ( 1,311,000 ) $ 1,530,000 $ - $ 3,186,000 Series E, F and G preferred stock liabilities - 8,500,000 - 8,500,000 Convertible promissory notes 10,571,000 - 2,205,000 - 12,776,000 7. Marketable EQUITY Securities Marketable equity securities with readily determinable market prices consisted of the following as of March 31, 2024 and December 31, 2023: Schedule of marketable securities Marketable equity securities at March 31, 2024 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 5,581,000 $ 8,910,000 $ ( 5,065,000 ) $ 9,426,000 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 The Company’s investment in marketable equity securities is revalued on each balance sheet date. 8. DIGITAL ASSETS The following table presents revenue from mined digital assets for the three months ended March 31, 2024 and 2023: Schedule of revenue from digital assets For the Three Months Ended March 31, 2024 2023 Revenue from mined digital assets at Sentinum owned and operated facilities $ 8,862,000 $ 7,347,000 Revenue from Sentinum mining equipment hosted at third-party facilities 2,585,000 - Revenue, digital assets mining $ 11,447,000 $ 7,347,000 The following table presents the activities of the digital assets (included in prepaid expenses and other current assets) for the three months ended March 31, 2024 and 2023: Schedule of activities of the digital assets Digital Assets Balance at January 1, 2024 $ 546,000 Additions of mined digital assets 8,862,000 Payments to vendors ( 8,000 ) Sale of digital assets ( 8,634,000 ) Payment of notes payable with digital assets ( 506,000 ) Payment of interest payable with digital assets ( 142,000 ) Realized gain on sale of digital assets 738,000 Unrealized gain on digital assets 43,000 Balance at March 31, 2024 $ 899,000 F- 15 Digital Assets Balance at January 1, 2023 $ 554,000 Additions of mined digital assets 7,347,000 Payments to vendors ( 139,000 ) Sale of digital assets ( 7,780,000 ) Realized gain on sale of digital assets 250,000 Balance at March 31, 2023 $ 232,000 9. PROPERTY AND EQUIPMENT, NET At March 31, 2024 and December 31, 2023, property and equipment consisted of: Schedule of property and equipment March 31, 2024 December 31, 2023 Building, land and improvements $ 16,161,000 $ 15,752,000 Digital assets mining equipment 50,640,000 50,640,000 Crane rental equipment 34,228,000 34,469,000 Computer, software and related equipment 14,885,000 14,335,000 Aircraft 15,983,000 15,983,000 Other property and equipment 8,751,000 8,603,000 140,648,000 139,782,000 Accumulated depreciation and amortization ( 36,659,000 ) ( 30,953,000 ) Property and equipment, net $ 103,989,000 $ 108,829,000 Summary of depreciation expense: Schedule of depreciation For the Three Months Ended March 31, 2024 2023 Depreciation expense $ 5,778,000 $ 5,072,000 10. INTANGIBLE ASSETS, NET At March 31, 2024 and December 31, 2023, intangible assets consisted of: Schedule of intangible asset Useful Life March 31, 2024 December 31, 2023 Definite lived intangible assets: Developed technology 3 - 8 years $ 1,807,000 $ 1,949,000 Customer list 8 - 10 years 3,567,000 3,596,000 Trade names 5 - 10 years 1,030,000 1,030,000 Domain name and other intangible assets 5 years 603,000 612,000 7,007,000 7,187,000 Accumulated amortization ( 1,998,000 ) ( 1,910,000 ) Total definite-lived intangible assets $ 5,009,000 $ 5,277,000 Indefinite lived intangible assets: Trade name and trademark Indefinite life 473,000 477,000 Total intangible assets, net $ 5,482,000 $ 5,754,000 Certain of the Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite-lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives. Schedule of indefinite-lived intangible assets For the Three Months Ended March 31, 2024 2023 Amortization expense $ 157,000 $ 253,000 F- 16 As of March 31, 2024, intangible assets subject to amortization have an average remaining useful life of 9.5 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. Schedule of estimated amortization expense 2024 (remainder) $ 628,000 2025 704,000 2026 704,000 2027 704,000 2028 693,000 2029 473,000 Thereafter 1,103,000 $ 5,009,000 11. GOODWILL The following table summarizes the changes in the Company’s goodwill for the three months ended March 31, 2024: Schedule of goodwill Goodwill Balance as of January 1, 2024 $ 6,088,000 Effect of exchange rate changes ( 78,000 ) Balance as of March 31, 2024 $ 6,010,000 12. INVESTMENTS – RELATED PARTIES Investments in Alzamend and Ault & Company, Inc. (“Ault & Company”) at March 31, 2024 and December 31, 2023, were comprised of the following: Investment in Promissory Notes, Related Parties – Ault & Company Schedule of investment Interest Due March 31, December 31, Rate Date 2024 2023 Promissory note, related party 8 % Dec. 31, 2024 $ - $ 2,500,000 Accrued interest receivable Ault & Company - 568,000 Other - Alzamend - 900,000 Total investment in promissory notes and other, related parties $ - $ 3,968,000 Summary of interest income, related party, recorded within interest and other income on the condensed consolidated statement of operations: Schedule of Interest income, related party For the Three Months Ended March 31, 2024 2023 Interest income, related party $ - $ 50,000 During the quarter ended March 31, 2023, due to uncertainties surrounding collection, the Company recorded a loan loss reserve of $3.1 million related to the promissory note from Ault & Company, reversed the related accrued receivable and did not record interest income on the note. Investment in Common Stock, Related Parties – Alzamend Schedule of investment in common stock Investments in common stock, related parties at March 31, 2024 Cost Gross unrealized losses Fair value Common shares $ 24,694,000 $ ( 23,926,000 ) $ 768,000 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 F- 17 The following table summarizes the changes in the Company’s investments in Alzamend common stock during the three months ended March 31, 2024 and 2023: Schedule of investment in warrants and common stock For the Three Months Ended March 31, 2024 2023 Balance at January 1 $ 679,000 $ 6,449,000 Investment in common stock of Alzamend 5,000 5,000 Unrealized gain (loss) in common stock of Alzamend 84,000 ( 1,598,000 ) Balance at March 31 $ 768,000 $ 4,856,000 Ault Lending, LLC (“Ault Lending”) Investment in Alzamend Series B Convertible Preferred Stock and Warrants Schedule of investment in warrants and preferred stock March 31, December 31, 2024 2023 Investment in Alzamend preferred stock $ 2,000,000 $ - Total investment in other investments securities, related party $ 2,000,000 $ - In connection with a securities purchase agreement entered into with Alzamend in January 2024, the Company purchased 2,000 shares of Alzamend Series B Convertible Preferred Stock and warrants to purchase 2.0 million shares of Alzamend common stock with a five-year term and an exercise price of $1.20 per share for a total purchase price of $2.0 million. The Agreement provides that Ault Lending may purchase up to $6 million of Alzamend Series B Convertible Preferred Stock in one or more closings. The Company has elected to account for investment in other investments securities, related party, using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Messrs. Ault, Horne and Nisser are each paid $ 50,000 annually by Alzamend. 13. EQUITY METHOD INVESTMENT Equity Investments in Unconsolidated Entity – SMC The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, SMC, included in other assets on the condensed consolidated balance sheet, during the three months ended March 31, 2024: Schedule of equity investments in unconsolidated entity – SMC Rollforward investment in unconsolidated entity Amount Beginning balance - January 1, 2024 $ 1,957,000 Loss from investment in unconsolidated entity ( 667,000 ) Ending balance - March 31, 2024 $ 1,290,000 The following table provides summarized financial information for the Company’s ownership interest in SMC accounted for under the equity method 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 Three Months Ended March 31, 2024 Revenue $ 2,426,000 Gross profit $ 502,000 Loss from operations $ ( 2,287,000 ) Net loss $ ( 2,368,000 ) F- 18 Summarized Balance Sheet Information Schedule of summarized balance sheet information March 31, December 31, 2024 2023 Current assets $ 15,532,000 $ 23,206,000 Non-current assets $ 4,372,000 $ 4,509,000 Current liabilities $ 10,645,000 $ 16,209,000 Non-current liabilities $ 4,029,000 $ 3,928,000 14. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other current liabilities at March 31, 2024 and December 31, 2023 consisted of: Schedule of other current liabilities March 31, December 31, 2024 2023 Accounts payable $ 25,517,000 $ 32,592,000 Accrued payroll and payroll taxes 10,520,000 9,779,000 Financial instrument liabilities 560,000 832,000 Interest payable 4,534,000 4,197,000 Accrued legal 2,399,000 2,340,000 Contract liabilities 1,820,000 1,621,000 Other accrued expenses 16,409,000 15,082,000 $ 61,759,000 $ 66,443,000 15. DIVIDEND PAYABLE IN TURNONGREEN COMMON STOCK In March 2024, the Company, in connection with a planned distribution of its common stock holdings of TurnOnGreen, announced the distribution to its stockholders 25.0 million shares of TurnOnGreen common stock and warrants to purchase 25.0 million shares of TurnOnGreen common stock, which resulted in an adjustment to additional paid in capital and increase to non-controlling interest of $ 4.9 million based on the recorded value of the Company’s holdings in TurnOnGreen at the record date of the distribution. 16. ROI TRANSFERS OF WHITE RIVER COMMON STOCK In January 2024, ROI announced that it had concluded that, for regulatory reasons, ROI would be unable to effect the distribution of its shares of common stock of White River as contemplated by a registration statement previously filed by White River. In an effort to attempt to fulfill its original intent to transfer the shares to ROI shareholders of record as of September 30, 2022, ROI would send such shareholders an agreement whereby qualified shareholders can demonstrate to ROI’s satisfaction that they in fact were beneficial shareholders of ROI’s common or preferred stock as of September 30, 2022 and affirm that they are “accredited investors” by July 26, 2024. During the quarter ended March 31, 2024, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer to certain of its accredited investors to resolve the matters discussed above. In conjunction with the transfers to non-controlling interests, ROI converted a portion of their White River’s Series A Convertible Preferred Stock into common stock and recorded a non-cash $17.9 million gain on conversion. Ault Lending Transfer On February 14, 2024, ROI transferred 2.5 million shares of White River common stock with a carryover basis of $0.5 million at the date of transfer to Ault Lending. As of March 31, 2024, the 2.5 million shares of White River common stock held by Ault Lending had a fair value of $ 9.4 million and Ault Lending recorded an unrealized gain of $ 8.9 million during the quarter ended March 31, 2024 included in revenue from lending and trading activities. F- 19 17. REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF SUBSIDIARY LIABILITY The Company records redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the common stockholders in Ault Disruptive. As of March 31, 2024, the carrying amount of the redeemable noncontrolling interest in equity of subsidiaries was recorded at its redemption value of $ 0.8 million. During the three months ended March 31, 2024, shares of Ault Disruptive common stock were redeemed for an aggregate redemption amount of $ 1.4 million. The following table summarizes the changes in the Company’s redeemable noncontrolling interests in equity of subsidiaries during the three months ended March 31, 2024: Redeemable noncontrolling interests in equity of subsidiary liability Redeemable noncontrolling interests in equity of subsidiaries as of January 1, 2024 $ 2,224,000 Redemption of ADRT common stock ( 1,463,000 ) Remeasurement of carrying value to redemption value 23,000 Redeemable noncontrolling interests in equity of subsidiaries as of March 31, 2024 $ 784,000 F- 20 18. NOTES PAYABLE Notes payable at March 31, 2024 and December 31, 2023, were comprised of the following: Schedule of notes payable Collateral Guarantors Interest rate Due date March 31, 2024 December 31, 2023 Circle 8 revolving credit facility Circle 8 cranes with a book value of $30.7 million - 8.4 % December 16, 2025 $ 15,467,000 $ 15,907,000 16% promissory note (in default at December 31, 2023) - Ault & Company and Milton C. Ault, III 16.0 % June 15, 2024 4,072,000 2,572,000 Circle 8 equipment financing notes Circle 8 equipment with a book value of $3.8 million - 6.6 % April 15, 2024 through November 15, 2026 4,739,000 5,629,000 8% demand loans - - 8.0 % Upon demand - 950,000 Short-term bank credit facilities - - 6.8 % Renews monthly 942,000 1,464,000 Sentinum note payable - - 12.5 % - - 1,067,000 ROI promissory note (in default as of May 1, 2024) - - 18.0 % April 30, 2024 2,094,000 - Other ($0.9 million in default at March 31, 2024) - - - - 2,698,000 3,518,000 Total notes payable $ 30,012,000 $ 31,107,000 Less: Unamortized debt discounts ( 328,000 ) ( 83,000 ) Total notes payable, net $ 29,684,000 $ 31,024,000 Less: current portion ( 12,370,000 ) ( 12,866,000 ) Notes payable – long-term portion $ 17,314,000 $ 18,158,000 F- 21 ROI 15% Term Note On February 9, 2024, ROI entered into a $ 1.77 million term note agreement with an institutional investor bearing interest of 15 % . The term note was issued at a discount, with net proceeds to ROI of $ 1.75 million. The term note was scheduled to mature February 14, 2024. This note has been guaranteed by Ault & Company and Mr. Ault. The term note was subsequently amended to increase the principal amount due to $ 2.1 million, increase the interest rate to 18 % and extend the maturity date to April 30, 2024 . The term note is in default as of May 1, 2024. Subsequent Events – 15% Term Notes On April 29, 2024, the Company entered into a $ 1.7 million term note agreement with an institutional investor bearing interest of 15 % . The term note was issued at a discount, with net proceeds to the Company of $ 1.6 million. The term note was scheduled to mature May 17, 2024 . On May 16, 2024, the due date was extended to June 15, 2024. On May 16, 2024, the Company entered into a $ 0.5 million term note agreement with an institutional investor bearing interest of 15 % . The term note is scheduled to mature June 15, 2024 . 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 March 31, 2024 were: Schedule of maturities Year 2024 (remainder) $ 12,370,000 2025 17,241,000 2026 379,000 2027 11,000 2028 11,000 $ 30,012,000 Interest Expense Schedule of interest expense For the Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,263,000 $ 1,097,000 Forbearance fees 1,500,000 603,000 Amortization of debt discount 2,137,000 10,400,000 Total interest expense $ 4,900,000 $ 12,100,000 19. NOTES PAYABLE, RELATED PARTY Notes payable, related party at March 31, 2024 and December 31, 2023, were comprised of the following: Schedule of notes payable, related party Interest rate Due date March 31, 2024 December 31, 2023 Notes from officers – Ault Alliance 18 % - $ - $ 98,000 Notes from officers - TurnOnGreen 14 % Past due 51,000 51,000 Notes from board member - ROI 18 % - - 90,000 Ault & Company advances No interest Upon demand 65,000 1,909,000 Advances from officers - GIGA 8 % Upon demand 53,000 52,000 Other related party advances No interest Upon demand 124,000 175,000 Total notes payable $ 293,000 $ 2,375,000 F- 22 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 Three Months Ended March 31, 2024 2023 Interest expense, related party $ 16,000 $ - 20. CONVERTIBLE NOTES Convertible notes payable at March 31, 2024 and December 31, 2023, were comprised of the following: Schedule of convertible notes payable Conversion price per share Interest rate Due date March 31, 2024 December 31, 2023 Convertible promissory notes $ 0.35 6 % June 12, 2024 $ 2,000,000 $ - Convertible promissory note – original issue discount (“OID”) only 90% of 5-day VWAP OID Only September 28, 2024 643,000 1,673,000 Avalanche International Corp. (“AVLP”) convertible promissory notes, principal $ 0.35 (AVLP stock) 7 % August 22, 2025 9,911,000 9,911,000 GIGA senior secured convertible notes - in default $ 0.25 (GIGA stock) 18 % October 11, 2024 4,381,000 4,388,000 ROI senior secured convertible note – in default as of May 1, 2024 $ 0.11 (ROI stock) OID Only April 27, 2024 4,245,000 6,513,000 Fair value of embedded conversion options 154,000 910,000 Total convertible notes payable 21,334,000 23,395,000 Less: unamortized debt discounts ( 750,000 ) ( 2,179,000 ) Total convertible notes payable, net of financing cost, long term $ 20,584,000 $ 21,216,000 Less: current portion ( 11,131,000 ) ( 11,763,000 ) Convertible notes payable, net of financing cost – long-term portion $ 9,453,000 $ 9,453,000 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 million convertible promissory notes, bearing interest of 6 % . The convertible promissory notes were issued at a discount, with net proceeds to the Company of $ 1.8 million. The convertible promissory notes are scheduled to mature June 12, 2024, though the Company has the option to extend the maturity date to September 12, 2024 , for which the Company will increase the principal amount of the Notes by 5%. The Notes are convertible into shares of Class A common stock at a conversion price of $ 0.35 per share. ROI Gain on Extinguishment of Senior Secured Convertible Notes During the three months ended March 31, 2024, ROI converted $ 2.3 million of ROI senior secured convertible notes that had a fair value of $ 0.9 million at the time of conversion and recognized a $ 1.4 million gain on extinguishment of debt. 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 March 31, 2024 were: Schedule of contractual maturities Year Principal 2024 $ 11,269,000 2025 9,911,000 $ 21,180,000 F- 23 Significant inputs associated with the embedded conversion options include: Schedule of weighted average assumptions March 31, 2024 December 31, 2023 At Inception Contractual term in years Variable 2.7 1.0 Volatility 75 % 82 % 111 % Dividend yield 0 % 0 % 0 % Risk-free interest rate 4.8 % 4.0 % 3.5 % Activity related to the embedded conversion option derivative liabilities for the three months ended March 31, 2024 was as follows: Schedule of derivative liabilities Balance as of January 1, 2024 $ 910,000 Change in fair value ( 756,000 ) Ending balance as of March 31, 2024 $ 154,000 21. 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. The Company had accrued loss contingencies related to litigation matters $ 2.4 million and $ 2.3 million as of March 31, 2024 and December 31, 2023, respectively. 22. STOCKHOLDERS’ EQUITY Reverse Stock 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”). The 1-for-25 Reverse Split did not affect the number of authorized shares of common stock, preferred stock or their respective par value per share. As a result of the 1-for-25 Reverse Split, each twenty-five shares of common stock issued and outstanding prior to the 1-for-25 Reverse Split were converted into one share of common stock. The 1-for-25 Reverse Split became effective in the State of Delaware on January 16, 2024. F- 24 2023 Issuances Common ATM Offering During the three months ended March 31, 2024, the Company sold an aggregate of 25.6 million shares of Class A common stock pursuant to the At-The-Market issuance sales agreement, as amended, entered into with Ascendiant Capital Markets, LLC in 2023 (the “2023 Common ATM Offering”) for gross proceeds of $ 14.6 million. Series C Convertible Preferred Stock Offering, Related Party During the three months ended March 31, 2024, the Company sold to Ault & Company an aggregate of 2,000 shares of Series C Preferred Stock and Warrants to purchase 0.6 million shares of Class A common stock, for a total purchase price of $ 2.0 million. 23. INCOME TAXES The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Income Taxes. The Company’s effective tax rate (“ETR”) from continuing operations was 0.4 % and ( 0.6 % ) for the three months ended March 31, 2024 and 2023, respectively. The Company recorded an income tax benefit of $ 44,000 and $ 0.3 million for the three months ended March 31, 2024 and 2023, respectively. The difference between the ETR and federal statutory rate of 21 % is primarily attributable to items recorded for GAAP but permanently disallowed for U.S. federal income tax purposes and changes in valuation allowance. 24. NET INCOME (LOSS) PER SHARE The following table presents the calculation of basic and diluted net income (loss) per share: Schedule of basic and diluted net income (loss) per share For the Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) from continuing operations $ 11,762,000 $ ( 45,606,000 ) Less: net income (loss) attributable to non-controlling interest, continuing operations ( 6,244,000 ) 183,000 Less: Preferred stock dividends ( 1,260,000 ) ( 229,000 ) Numerator for basic EPS - Net income (loss) from continuing operations attributable to Ault Alliance, Inc. 4,258,000 ( 45,652,000 ) Numerator for basic EPS - Net loss from discontinued operations attributable to Ault Alliance, Inc. ( 1,801,000 ) ( 3,223,000 ) Effect of dilutive securities: Interest expense associated with convertible notes, continuing operations 7,000 - Series C Convertible Preferred Stock dividend 992,000 - Numerator for diluted EPS - Net income (loss) from continuing operations attributable to Ault Alliance, Inc., after the effect of dilutive securities 5,257,000 ( 45,652,000 ) Numerator for diluted EPS - Net loss from discontinued operations attributable to Ault Alliance, Inc. $ ( 1,801,000 ) $ ( 3,223,000 ) Denominator: Denominator for basic EPS - Weighted average shares of common stock outstanding 16,116,000 47,000 Effect of dilutive securities: Warrants 6,369,000 - Convertible notes 5,714,000 - Series C Convertible Preferred Stock 8,294,000 - Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities 36,493,000 47,000 Basic net income (loss) per share from: Continuing operations $ 0.26 $ ( 971.32 ) Discontinued operations ( 0.11 ) ( 68.57 ) Basic net income (loss) per share $ 0.15 $ ( 1,039.89 ) Diluted net income (loss) per share from: Continuing operations $ 0.14 $ ( 971.32 ) Discontinued operations ( 0.05 ) ( 68.57 ) Diluted net income (loss) per share $ 0.09 $ ( 1,039.89 ) F- 25 For the three ended March 31, 2023, 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 the three months ended March 31, 2023, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for the period. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at March 31, 2023: Schedule of net loss per share March 31, 2023 Warrants 2,000 Stock options 1,000 Total 3,000 F- 26 25. SEGMENT AND CUSTOMERS INFORMATION The Company had the following reportable segments as of March 31, 2024 and 2023; 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 and its operating segments for the three months ended March 31, 2024: Schedule of operating segments GIGA TurnOnGreen Fintech Sentinum Ault Disruptive Energy ROI Holding Co. Total Revenue $ 9,573,000 $ 1,225,000 $ - $ 302,000 $ - $ 39,000 $ 28,000 $ 301,000 $ 11,468,000 Revenue, digital assets mining - - - 11,447,000 - - - - 11,447,000 Revenue, lending and trading activities - - 9,099,000 - - - - - 9,099,000 Revenue, crane operations - - - - - 12,918,000 - - 12,918,000 Total revenues $ 9,573,000 $ 1,225,000 $ 9,099,000 $ 11,749,000 $ - $ 12,957,000 $ 28,000 $ 301,000 $ 44,932,000 Depreciation and amortization expense $ 297,000 $ 24,000 $ - $ 4,051,000 $ - $ 1,030,000 $ 18,000 $ 515,000 $ 5,935,000 (Loss) income from operations $ ( 3,478,000 ) $ ( 495,000 ) $ 9,008,000 $ 3,369,000 $ ( 386,000 ) $ 1,188,000 $ ( 3,662,000 ) $ ( 5,147,000 ) $ 397,000 Interest expense $ ( 627,000 ) $ ( 69,000 ) $ ( 5,000 ) $ ( 118,000 ) $ ( 16,000 ) $ ( 1,067,000 ) $ ( 1,601,000 ) $ ( 1,397,000 ) $ ( 4,900,000 ) Capital expenditures for the three months ended March 31, 2024 $ 51,000 $ 8,000 $ - $ 293,000 $ - $ 451,000 $ 30,000 $ 49,000 $ 882,000 Segment identifiable assets as of March 31, 2024 $ 31,376,000 $ 4,507,000 $ 27,975,000 $ 55,710,000 $ 936,000 $ 52,214,000 $ 7,692,000 $ 27,495,000 207,905,000 Assets of discontinued operations 91,872,000 Total identifiable assets as of March 31, 2024 $ 299,777,000 F- 27 Segment information for the three months ended March 31, 2023: GIGA TurnOnGreen Fintech Sentinum Ault Disruptive SMC Energy ROI Holding Co. Total Revenue $ - $ 876,000 $ - $ - $ - $ 3,383,000 $ 25,000 $ - $ - $ 12,992,000 Revenue, digital assets mining - - - 7,347,000 - - - - - 7,347,000 Revenue, commercial real estate leases - - - 458,000 - - 439,000 - - 897,000 Revenue, crane operations - - - - - - 12,646,000 - - 12,646,000 Revenue, lending and trading activities - - ( 4,939,000 ) - - - - - - ( 4,939,000 ) Total revenues $ 8,708,000 $ 876,000 $ ( 4,939,000 ) $ 7,805,000 $ - $ 3,383,000 $ 13,110,000 $ - $ - $ 28,943,000 Depreciation and amortization expense $ 590,000 $ 143,000 $ - $ 3,335,000 $ - $ 371,000 $ 1,070,000 $ 83,000 $ 610,000 $ 6,202,000 Impairment of mined digital assets $ - $ - $ - $ 139,000 $ - $ - $ - $ - $ - $ 139,000 (Loss) income from operations $ ( 2,672,000 ) $ ( 980,000 ) $ ( 6,985,000 ) $ ( 475,000 ) $ ( 383,000 ) $ ( 2,251,000 ) $ 1,970,000 $ ( 8,056,000 ) $ ( 10,031,000 ) $ ( 29,863,000 ) Interest expense $ 221,000 $ 2,000 $ - $ - $ - $ 40,000 $ 194,000 $ 6,000 $ 11,637,000 $ 12,100,000 Capital expenditures for the three months ended March 31, 2023 $ 46,000 $ 10,000 $ - $ 1,052,000 $ - $ 142,000 $ 331,000 $ 407,000 $ 2,320,000 $ 4,308,000 Identifiable assets as of March 31, 2023 $ 37,952,000 $ 6,293,000 $ 27,109,000 $ 73,589,000 $ 119,649,000 $ 21,013,000 $ 95,942,000 $ 12,929,000 $ 34,912,000 429,388,000 Assets of discontinued operations 97,519,000 Total identifiable assets as of March 31, 2023 $ 526,907,000 F- 28 26. CONCENTRATIONS OF CREDIT AND REVENUE RISK 2024 Concentrations of Credit and Revenue Risk Accounts receivable are concentrated with two large Energy customers in North America that accounted for 14 % and 11 % of consolidated accounts receivable, respectively. For the three months ended March 31, 2024, one customer, a mining pool operator in North America, represented 20 % of consolidated revenues. 2023 Concentrations of Credit and Revenue Risk Accounts receivable are concentrated with two large customers. At December 31, 2023, one Enertec customer in the Middle East accounted for 14 % of consolidated accounts receivable, and one Circle 8 customer in North America accounted for 11 % of consolidated accounts receivable. For the three months ended March 31, 2023, one customer, a mining pool operator in North America, represented 25 % of consolidated revenues. 27. SUBSEQUENT EVENTS Additional Closing of Series C Preferred Stock, Related Party On April 17, 2024, the Company sold to Ault & Company 500 shares of Series C Preferred Stock and Warrants to purchase 0.1 million shares of Class A common stock, for a total purchase price of $ 0.5 million. Amendment to Loan and Guarantee Agreement On May 15, 2024, the loan and guarantee agreement, under which the Company has financial guarantee obligations related to Ault & Company borrowings, was amended to extend the deadline, from May 15, 2024 to July 22, 2024, by which the Company is required to have the minimum balance in the restricted cash account, and the minimum specified balance was increased from $7 million to $7.4 million. F- 29