Hyperscale Data, Inc 8-K, filed Apr 16, 2021
Hyperscale Data, Inc. (GPUS)
About this 8-K
Hyperscale Data, Inc filed this 8-K on April 16, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): April 16, 2021
AULT GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-12711 | 94-1721931 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 (Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | DPW | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 12, 2021, Ault Global Holdings, Inc. (the “Company”) announced that it would be hosting a conference call via webcast to discuss the financial results for the fourth quarter and year-ended December 31, 2020 on Thursday, April 15, 2021 at 3:00 PM PDT. The speakers on the webcast were Milton C. Ault, the Company’s Executive Chairman, William B. Horne, its Chief executive Officer, and Kenneth S. Cragun, its Chief Financial Officer.
On April 15, 2021, the Company issued a press release announcing that it reported financial results for its fourth quarter and its fiscal year December 31, 2020 on its Form 10-K filed with the Securities and Exchange Commission on April 15, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
During the webcast, the Company discussed the contents of a presentation prepared by the Company (the “Corporate Presentation”). A copy of the Corporate Presentation is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release issued on April 15, 2021. | |
| 99.2 | Corporate Presentation |
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AULT GLOBAL HOLDINGS, INC. | |
| Dated: April 16, 2021 |
/s/ Kenneth S. Cragun Kenneth S. Cragun Chief Executive Officer |
-3-
Exhibit 99.1
Ault Global Holdings Reports 2020 Year-End Financial Results
Las Vegas, NV, April 15, 2021 – Ault Global Holdings, Inc. (NYSE American: DPW) a diversified holding company (the “Company”), reported financial results for its fourth quarter and year ended December 31, 2020 on its Form 10-K filed with the Securities and Exchange Commission today.
Q4-2020 highlights
| · | Revenue of $7.2 million, an increase of 14.8% from the prior fourth fiscal quarter; |
| · | Gross profit of $1.9 million, an increase of 374.9% from the prior fourth fiscal quarter; |
| · | Loss from continuing operations of $709,361, compared to a loss from continuing operations of $8.9 million during the prior fourth fiscal quarter; and |
| · | Net loss of $10.4 million for the quarter, including non-cash charges of $11.2 million. |
Year ended December 31, 2020 highlights
| · | Revenue of $23.9 million, an increase of 6.7% from the prior fiscal year; |
| · | Gross profit of $7.5 million, an increase of 145.6% from the prior fiscal year; |
| · | Loss from continuing operations of $6.0 million, an 75.6% decrease from the loss from continuing operations of $24.7 million in the prior fiscal year; |
| · | Net loss of $32.7 million, including non-cash charges of $29.3 million, and |
| · | For the first time under current management, there will be no going concern qualification in the report of our independent registered public accounting firm. |
Revenues
Our revenues increased by $1,509,283, or 7%, to $23,871,277 for the year ended December 31, 2020, from $22,361,994 for the year ended December 31, 2019.
Gresham Worldwide
Gresham Worldwide’s revenues increased by $2,980,878, or 20%, to $18,212,721 for the year ended December 31, 2020, from $15,231,843 for the year ended December 31, 2019. The increase in revenue from our Gresham Worldwide segment for customized solutions for the military markets reflected the benefit of capital that was allocated to our defense business during the second half of 2019. Gresham Worldwide revenue in 2020 includes $598,500 from Relec Electronics, which was acquired on November 30, 2020.
Coolisys
Coolisys revenues decreased by $409,528, or 7%, to $5,416,138 for the year ended December 31, 2020, from $5,825,666 for the year ended December 31, 2019.
Ault Alliance
Revenues from our cryptocurrency mining operations revenues decreased by $641,745, or 100% from the year ended December 31, 2019, due to our decision to cease our cryptocurrency mining operations in 2020. We announced in March of 2021 that we resumed bitcoin mining as we believe that we are now in a position to better withstand the volatility associated with cryptocurrency mining, as we have and improved capital structure and have secured a low-cost energy source that we control.
Revenues from our lending and investing activities at Digital Power Lending decreased by $420,322, or 63%, to $242,418 for the year ended December 31, 2020, from $662,740 for the year ended December 31, 2019, which is attributable to a reduction in our loan portfolio. During 2021, we have provided significant new funding to expand Digital Power Lending’s loan and investment portfolio.
Gross margins
Gross margins increased to 31.5% for the year ended December 31, 2020, compared to 13.7% for the year ended December 31, 2019. Our gross margin of 13.7% recognized during the year ended December 31, 2019, was impacted by the approximate $2.1 million negative margins at Digital Farms and the provision for credit losses of $1,550,000 at Digital Power Lending, compared to no provision for credit losses during the year ended December 31, 2020. Excluding the effects of Digital Farms and credit losses at Digital Power Lending, our adjusted gross margin for the year ended December 31, 2019 would have been 31.1%.
Non-cash charges
During the three months ended December 31, 2020 and 2019, our reported net loss included non-cash charges of $11,225,420 and $1,236,731, respectively. During the year ended December 31, 2020 and 2019, our reported net loss included non-cash charges of $29,325,236 and $12,401,816, respectively. A summary of these non-cash charges is shown below:
| For the Three Months Ended | For the Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Loss on extinguishment of debt | $ | 5,408,695 | $ | 2,902 | $ | 18,706,488 | $ | 966,134 | ||||||||
| Interest expense – debt discount | 4,872,169 | 675,539 | 7,251,365 | 3,709,993 | ||||||||||||
| Stock-based compensation | 833,222 | 229,929 | 1,105,688 | 1,583,991 | ||||||||||||
| Depreciation and amortization | 118,322 | 671,493 | 727,373 | 3,465,091 | ||||||||||||
| Impairment of property and equipment | - | - | 1,525,316 | 4,315,856 | ||||||||||||
| Accretion of original issue discount on notes receivable – related party | 1,466 | (407,999 | ) | 21,998 | (2,277,777 | ) | ||||||||||
| Accretion of original issue discount on notes receivable | (57,296 | ) | 77,155 | (61,834 | ) | - | ||||||||||
| Fair value in excess of proceeds upon issuance of warrants | - | - | - | 1,763,481 | ||||||||||||
| Change in fair value of warrant liability | 48,842 | (12,288 | ) | 48,842 | (1,124,953 | ) | ||||||||||
| Non-cash items included in net loss | $ | 11,225,420 | $ | 1,236,731 | $ | 29,325,236 | $ | 12,401,816 | ||||||||
The Company’s Chief Financial Officer, Kenneth S. Cragun, said, “The financial results for 2020 demonstrate that we are achieving our objectives to grow revenue and improve operating results. In spite of the disruption from the COVID-19 pandemic, we were able to increase fourth quarter revenues by 14.8% from the prior year period, driven by our defense business. Our gross margins for the year ended December 31, 2020 improved considerably, up $4.5 million, or 145.6% from the prior year. Combined with a reduction in operating expenses, our loss from continuing operations for the year ended December 31, 2020 decreased by $18.7 million from the prior year. We significantly improved our balance sheet as well, ending fiscal year 2020 with positive working capital of $12.5 million, due to our ability to raise capital in the public market, compared to a working capital deficit of $19.2 million at the end of 2019.”
Ault Global’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “The past year has been extremely rewarding and is the result of years of strategic planning. During this time, we have strengthened our operating businesses, improved our balance sheet tremendously and positioned the Company to capitalize on the very promising technologies at our subsidiaries. We anticipate significant revenue growth and profitability within the foreseeable future. With the strongest balance sheet in the Company’s history, a capable team at the Company, and a talented group of CEOs at the subsidiary level, the future prospects look bright for the Company in the short and long term.”
Mr. Ault added “Our holding company platform transformation is developing rapidly. Our recent capital raise of approximately $165 million has enabled us to fund our subsidiaries while virtually eliminating our net debt. I am more confident than ever that the decision to become a holding company was correct. We see strength across all our subsidiaries and expect the completion of the lending and investment platform by the end of the second quarter. Simply stated, we are in the strongest position of our company’s 52-year history. To all who stood behind our company and me during some tough times, I deeply thank you. From my perspective, the road ahead is bright.”
For more information on Ault Global Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.AultGlobal.com or available at www.sec.gov.
About Ault Global Holdings, Inc.
Ault Global Holdings, Inc. 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 provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global Holding’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.com.
Forward-Looking Statements
This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.AultGlobal.com.
Contacts:
IR@AultGlobal.com or 1-888-753-2235
Exhibit 99.2
Ault Global Holdings, Inc YE 12/31/2020 Financial Results April 15, 2021
Safe Harbor FINANCIAL RESULTS 2 This presentation and other written or oral statements made from time to time by representatives of Ault Global Holdings Inc. (s ometimes referred to as “AGH”) contain “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Ex cha nge Act of 1934. Forward - looking statements reflect the current view about future events. Statements that are not historical in nature, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - looking statements. Such statements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, products and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward - looking s tatements are based on management’s current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”) and other information contained in subsequently filed current and periodic reports, each of which is availabl e o n our website and on the Securities and Exchange Commission’s website ( www.sec.gov ). Any forward - looking statements are qualified in their entirety by reference to the factors discussed in the 2020 Annual Repor t. Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions p rov e incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Important factors that could cause actual results to differ materially from those in the forward looking statements include: a d ecline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the ability to protect ou r i ntellectual property rights; impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in product development; inabili ty to raise capital to fund continuing operations; changes in government regulation, the ability to complete customer transactions and capital raising transactions. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us t o p redict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States , we do not intend to update any of the forward - looking statements to conform these statements to actual results. All forecasts are provided by management in this presentation and are based on information available to us at this time and m ana gement expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management’s best estimate of our future financial perfo rmance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products.
Q4 2020 Highlights FINANCIAL RESULTS 3 • Revenue of $ 7 . 2 million, an increase of 14 . 8 % from the prior fourth fiscal quarter ; • Gross profit of $ 1 . 9 million, an increase of 374 . 9 % from the prior fourth fiscal quarter ; • Loss from continuing operations of $ 709 , 361 , compared to a loss from continuing operations of $ 8 . 9 million during the prior fourth fiscal quarter ; and • Net loss of $ 10 . 4 million for the quarter, including non - cash charges of $ 11 . 2 million .
Year ended December 31, 2020 Highlights FINANCIAL RESULTS 4 • Revenue of $ 23 . 9 million, an increase of 6 . 7 % from the prior fiscal year ; • Gross profit of $ 7 . 5 million, an increase of 145 . 6 % from the prior fiscal year ; • Loss from continuing operations of $ 6 . 0 million, an 75 . 6 % decrease from the loss from continuing operations of $ 24 . 7 million in the prior fiscal year ; • Net loss of $ 32 . 7 million, including non - cash charges of $ 29 . 3 million, and • For the first time under current management, there will be no going concern qualification in the report of our independent registered public accounting firm .
Revenues FINANCIAL RESULTS 5 Our revenues increase by $ 1 , 509 , 238 or 7 % , to $ 23 , 871 , 277 for the year ended December 31 , 2020 from $ 22 , 361 , 994 for the year ended December 31 , 2019 . Gresham Worldwide Gresham Worldwide’s revenues increased by $ 2 , 980 , 878 , or 20 % , to $ 18 , 212 , 721 for the year ended December 31 , 2020 , from $ 15 , 231 , 843 for the year ended December 31 , 2019 . The increase in revenue from our Gresham Worldwide segment for customized solutions for the military markets reflected the benefit of capital that was allocated to our defense business during the second half of 2019 . Gresham Worldwide revenue in 2020 includes $ 598 , 500 from Relec Electronics, which was acquired on November 30 , 2020 . Coolisys Coolisys revenues decreased by $ 409 , 528 , or 7 % , to $ 5 , 416 , 138 for the year ended December 31 , 2020 , from $ 5 , 825 , 666 for the year ended December 31 , 2019 . Ault Alliance Revenues from our cryptocurrency mining operations revenues decreased by $ 641 , 745 , or 100 % from the year ended December 31 , 2019 , due to our decision to cease our cryptocurrency mining operations in 2020 . We announced in March of 2021 that we resumed bitcoin mining as we believe that we are now in a position to better withstand the volatility associated with cryptocurrency mining, as we have and improved capital structure and have secured a low - cost energy source that we control . Revenues from our lending and investing activities at Digital Power Lending decreased by $ 420 , 322 , or 63 % , to $ 242 , 418 for the year ended December 31 , 2020 , from $ 662 , 740 for the year ended December 31 , 2019 , which is attributable to a reduction in our loan portfolio . During 2021 , we have provided significant new funding to expand Digital Power Lending’s loan and investment portfolio .
Non - Cash Charges FINANCIAL RESULTS 6 During the three months ended December 31, 2020 and 2019, our reported net loss included non - cash charges of $11,225,420 and $1, 236,731, respectively. During the year ended December 31, 2020 and 2019, our reported net loss included non - cash charges of $29,325,236 a nd $12,401,816, respectively. A summary of these non - cash charges is shown below: The Company’s Chief Financial Officer, Kenneth S. Cragun, said, “The financial results for 2020 demonstrate that we are achie vin g our objectives to grow revenue and improve operating results. In spite of the disruption from the COVID - 19 pandemic, we were able to increase fourth quarter revenues by 14.8% from the prior year period, driven by our defense business. Our gross margins for the year e nde d December 31, 2020 improved considerably, up $4.5 million, or 145.6% from the prior year. Combined with a reduction in operating expenses, our loss from continuing operations for the year ended December 31, 2020 decreased by $18.7 million from the prior year. We significantly i mpr oved our balance sheet as well, ending fiscal year 2020 with positive working capital of $12.5 million, due to our ability to raise ca pit al in the public market, compared to a working capital deficit of $19.2 million at the end of 2019.”
Executive Chairman Commentary FINANCIAL RESULTS 7 Ault Global’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “The past year has been extremely rewarding and is the result of years of strategic planning. During this time, we have strengthened our operating businesses, improved our balance sheet tremendously and positioned the Company to capitalize on the very promising technologies at our subsidiaries. We anticipate significant revenue growth and profitability within the foreseeable future. With the strongest balance sheet in the Company’s history, a capable team at the Company, and a talented group of CEOs at the subsidiary level, the future prospects look bright for the Company in the short and long term.” Mr. Ault added “Our holding company platform transformation is developing rapidly. Our recent capital raise of approximately $165 million has enabled us to fund our subsidiaries while virtually eliminating our net debt. I am more confident than ever that the decision to become a holding company was correct. We see strength across all our subsidiaries and expect the completion of the lending and investment platform by the end of the second quarter. Simply stated, we are in the strongest position of our company’s 52 - year history. To all who stood behind our company and me during some tough times, I deeply thank you. From my perspective, the road ahead is bright.”
Overview of Company FINANCIAL RESULTS Raise capital to fund growth, increase lending activities and make potential acquisitions Shareholder value expected to increase through growth or strategic transactions Current focus on defense and aerospace, power solutions, lending Holding Company structure and focus Strategy • Key business units to operate with more autonomy • Provide the structure to raise, allocate, deploy and manage significant permanent capital • Raise capital to fund growth of subsidiaries • Provide the wherewithal to purchase companies we believe we can operate more effectively than incumbent management • Focus on opportunities with large addressable markets • Gresham Worldwide defense business led by Jonathan Read and Tim Long with announced new board of directors • Coolisys Technologies power solutions, EV charging, and power storage business led by Amos Kohn • Ault Alliance Inc. lending, data center, media, and investments, led by Darren Magot 9
Ault Global Holdings Org Chart FINANCIAL RESULTS Who We Are: • Milton “Todd” Ault III – Executive Chairman • William Horne – Chief Executive Officer and Vice Chairman • Kenneth Cragun – Chief Financial Officer • Henry Nisser – President and General Counsel • Darren Magot – Head of Operations • David Katzoff – Senior VP of Finance • Douglas Gintz – CTO • Joe Spaziano – CIO What It Is: AGH is a holding company managed by a team of seasoned Wall Street professionals with over 75 years of cumulative experience in Private Equity, Venture Capital and Activism Why Ault Global: We are a diversified holding company acquiring undervalued assets and disruptive technologies with a global impact 10 Defense & Aerospace $930 billion addressable market Power Supplies $25 billion addressable market FinTech $130 billion addressable market Ault Global Holdings, Inc. Coolisys Technologies Corp. Digital Power Corporation Gresham Worldwide, Inc. Coolisys Technologies, Inc. Microphase Corporation Gresham Power Electronics Ltd. (f/k/a Digital Power Limited) Enertec Systems 2001 Ltd. Relec Electronics Ltd. Ault Allliance ,Inc. Digital Power Lending, LLC Alliance Cloud Services, LLC Tansocial, LLC
Thank you! Comments/Questions Year Ended December 31, 2020