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Commitments and Contingencies
3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

20. COMMITMENTS AND CONTINGENCIES


From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows.


On January 17, 2020, Arrow Electronics, Inc. (“Arrow”) filed suit against DragonWave and the Company in the United States District Court for the District of Colorado, Case No. 1:20-cv-00149-NRN. Arrow alleged that in November and December 2018, DragonWave took delivery of merchandise from Arrow worth approximately $124,000 and ordered additional merchandise from Arrow worth approximately $520,000, but that DragonWave defaulted in December 2018 on its obligations to pay Arrow. Arrow further alleged that in November 2019, Arrow, DragonWave entered into a forbearance agreement acknowledging indebtedness to Arrow of approximately $124,000, plus an additional commitment to purchase inventory of $520,000 plus fees of $10,000, to be paid in certain installments. On June 12, 2020, Arrow and DragonWave entered into a settlement agreement whereby DragonWave was obligated to pay Arrow $503,500 on or before August 15, 2020, DragonWave-X gave a consent judgment to Arrow in the amount of $503,000, and the Company guaranteed DragonWave-X’s payment to Arrow. The consent judgment against DragonWave-X was entered on June 15, 2020. Also on June 15, 2020, the Company was dismissed from the case. On August 14, 2020, Arrow and DragonWave entered into an amendment to the June 12, 2020 settlement agreement whereby DragonWave was obligated to pay Arrow $200,000 on or before August 17, 2020 and $313,000 on or before September 18, 2020. On August 18, 2020, the $200,000 was paid to Arrow. On September 28, 2020, Arrow and DragonWave entered into an amendment to the June 12, 2020, settlement agreement whereby DragonWave was obligated to pay Arrow a remaining balance of $323,500 on or before November 6, 2020. On December 1, 2020, Arrow filed suit against DragonWave, Daniel L. Hodges, the Chairman and Chief Executive Officer, and the Company in the United States District Court for the District of Colorado, Case No. 1:20-cv-03532-NYW. In its complaint, Arrow alleges that the Company and DragonWave breached the June 12, 2020 settlement agreement, as amended, by failing to pay the remaining balance due, and that Mr. Hodges breached his personal guaranty. Arrow sought damages of approximately $340,000. On December 3, 2020, we, DragonWave and Mr. Hodges provided waivers of service of process in the case. As of December 31, 2020, these amounts remain unpaid. In February 2021, the Company paid $374,410 in full settlement and received inventory valued at approximately $283,500.


On May 22, 2020, Michael Powell, a former employee, filed suit against DragonWave-X, LLC, DragonWave-X, Inc., Transform-X, Inc., COMSovereign Corp, and the Company in the Pima County Arizona Superior Court, Case No. C20202216. On December 7, 2020, Mr. Powell filed his first amended complaint against DragonWave Corp., COMSovereign Holding Corp., and Transform-X, Inc. Mr. Powell has alleged that he entered into an employment agreement with DragonWave-X, Inc. in July 2018, was terminated without cause in May 2019, and claims he is owed approximately $182,000 in wages and $50,000 in bonuses. Mr. Powell is seeking approximately $697,000 in treble damages, punitive damages, consequential damages, interest and attorneys’ fees and costs. The Company disputes Mr. Powell’s allegations and it intends to vigorously defend the lawsuit.


On December 1, 2020, Arrow filed suit against Elitise, LLC, the research and development arm of the Company’s wholly-owned subsidiary InduraPower, in the United States District Court for the Southern District of New York, Case No. 1:20-cv-10045. In its complaint, Arrow alleges that Elitise breached an August 19, 2016 secured promissory note and a September 11, 2019 forbearance agreement. The outstanding principal under this promissory note has been included in the Company’s balance sheet as a current portion of long-term debt. See Note 10 - Debt Agreements for detail on the promissory note. In such action, Arrow was seeking damages of approximately of up to $950,000. On December 3, 2020, Elitise provided a waiver of service of process in the case. In February 2021, the Company reached and paid a settlement on this matter totaling $900,000.


In May 20, 2019, and prior to its acquisition by the Company, Fastback entered into a purchase commitment agreement to purchase 11,800 DAN chips (the “Chips”) for a price of $105 per Chip from a vendor and paid a deposit on the purchase totaling $539,000. In addition, Fastback committed to an additional $1.00 per chip premium per month from and after May 20, 2019, to the date of payment for each chip until December 31, 2019, when this premium would be increased to $2.50 per chip per month. In addition, Fastback is prohibited from purchasing these Chips from any other vendor until the completion of the purchase of the agreed upon Chips. The deposit was to be applied to the purchase of the last $539,000 worth of chips, provided however that any remaining unapplied portion of the deposit shall be forfeit if all of the Chips are not purchased pursuant to this agreement on or before December 31, 2020. In December of 2020, this agreement, including the forfeiture date of the deposit, was extended through May 15 2021. As of March 31, 2021, the estimated cost to fulfil this contract totaled approximately $1.6 million which would have included a cash payment of approximately $1.1 million and the use of the deposit of $0.5 million. This agreement has not been extended as of the date of this 10-Q and the deposit has been forfeited.