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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, GWW, Coolisys, Digital Power Corporation (a wholly owned subsidiary of Coolisys), Gresham Power, Enertec, DP Lending, Ault Alliance, It’sLikeFashion and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates

Accounting Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, carrying amounts of digital currencies, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance.

Impairment of long-lived assets:

Impairment of long-lived assets:

 

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value.  During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and right-of-use assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and right-of-use assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the nine months ended September 30, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $504,802 and the impairment related to the right-of-use assets attributed to the discontinued restaurant operations was the full carrying amount of $1,020,514. The restaurant-related impairment charges are included as a component of net loss from discontinued operations (see Note 4).

Revenue Recognition

Revenue Recognition

  

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

  

  Step 1: Identify the contract with the customer,
  Step 2: Identify the performance obligations in the contract,
  Step 3: Determine the transaction price,
  Step 4: Allocate the transaction price to the performance obligations in the contract, and
  Step 5: Recognize revenue when the company satisfies a performance obligation.

  

The Company’s disaggregated revenues consist of the following for the nine months ended September 30, 2020 and 2019:

  

    Nine Months ended September 30, 2020  
    GWW     Coolisys     Ault Alliance     Total  
                         
Primary Geographical Markets                        
North America   $ 5,109,672     $ 3,100,552     $ (27,140 )   $ 8,183,084  
Europe     694,478       288,282       -       982,760  
Middle East     6,837,501       -       -       6,837,501  
Other     264,226       414,407       -       678,633  
    $ 12,905,877     $ 3,803,241     $ (27,140 )   $ 16,681,978  
                                 
Major Goods                                
RF/Microwave Filters   $ 3,886,940     $     $     $ 3,886,940  
Detector logarithmic video amplifiers     1,318,547                   1,318,547  
Power Supply Units           3,803,241             3,803,241  
Power Supply Systems     862,889                   862,889  
Healthcare diagnostic systems     784,689                   784,689  
Defense systems     6,052,812                   6,052,812  
Lending activities                 (27,140 )     (27,140 )
    $ 12,905,877     $ 3,803,241     $ (27,140 )   $ 16,681,978  
                                 
Timing of Revenue Recognition                                
Goods transferred at a point in time   $ 6,068,376     $ 3,803,241     $ (27,140 )   $ 9,844,477  
Services transferred over time     6,837,501                   6,837,501  
    $ 12,905,877     $ 3,803,241     $ (27,140 )   $ 16,681,978  

  

    Nine Months ended September 30, 2019  
    GWW     Coolisys     Ault Alliance     Total  
                         
Primary Geographical Markets                        
North America   $ 2,703,803     $ 4,590,840     $ 443,927     $ 7,738,570  
Europe     6,341,396       16,804             6,358,200  
Middle East     1,283,312       21,348             1,283,312  
Other     447,786       269,440             717,226  
    $ 10,776,297     $ 4,898,432     $ 443,927     $ 16,097,308  
                                 
Major Goods                                
RF/Microwave filters   $ 989,114     $     $     $ 989,114  
Detector logarithmic video amplifiers     473,150                   473,150  
Power supply units     3,194,843       4,306,340             7,501,183  
Power supply systems     1,423,971                   1,423,971  
Healthcare diagnostic systems     1,260,700                   1,260,700  
Defense systems     3,413,171                   3,413,171  
Lending activities                 443,927       443,927  
Digital currency mining           592,092             592,092  
    $ 10,754,949     $ 4,898,432     $ 443,927     $ 16,097,308  
                                 
Timing of Revenue Recognition                                
Goods transferred at a point in time   $ 5,944,177     $ 4,898,432     $ 443,927     $ 11,286,536  
Services transferred over time     4,810,772                   4,810,772  
    $ 10,754,949     $ 4,898,432     $ 443,927     $ 16,097,308  

  

Sales of Products

  

The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of an invoice.

  

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

  

Manufacturing Services

  

The Company provides manufacturing services in exchange primarily for fixed fees; however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company is entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units.

  

For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

  

The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less.

  

The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of September 30, 2020, for the MLSE units was approximately $48 million, representing 24 MLSE units. Based on our expectations regarding funding of the production process and our experience building the first machines, the Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over an estimated three year period. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized.

  

Lending Activities

  

Ault Alliance, through DP Lending, generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method.

Fair value of Financial Instruments

Fair value of Financial Instruments

 

In accordance with ASC No. 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

 

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments.

 

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments (see Note 5 and Note 9) that were measured at fair value on a recurring basis by level within the fair value hierarchy:

 

    Fair Value Measurement at September 30, 2020  
    Total     Level 1     Level 2     Level 3  
Investments in convertible promissory note of
AVLP – a related party
  $ 7,059,322     $     $     $ 7,059,322  
Investments in common stock and derivative
instruments of AVLP – a related party
    2,750,580       259,786     $       2,490,794  
Investment in common stock and warrants of
Alzamend – a related party
    587,686                   587,686  
Investments in marketable equity securities     386,476       386,476              
Investments in warrants of public companies     103                   103  
Total Investments   $ 10,784,167     $ 646,262     $     $ 10,137,905  

  

    Fair Value Measurement at December 31, 2019  
    Total     Level 1     Level 2     Level 3  
Investments in convertible promissory note of
AVLP – a related party
  $ 6,540,720     $     $     $ 6,540,720  
Investments in common stock and derivative
instruments of AVLP – a related party
    1,569,286       238,602             1,330,684  
Investment in common stock of Alzamend – a
related party
    558,938                   558,938  
Investments in marketable equity securities     639,647       639,647              
Investments in warrants of public companies     9,174                   9,174  
Total Investments   $ 9,317,765     $ 878,249     $     $ 8,439,516  

 

We assess 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.

Net Loss per Share

Net Loss per Share

 

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. The Company has included 6,500 warrants, which are exercisable for shares of the Company’s common stock on a one-for-one basis, in its earnings per share calculation for the nine months ended September 30, 2020 and 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2020 and 2019:

 

    September 30,  
    2020     2019  
Stock options     950       2,906  
Warrants (1)     3,582,116       72,921  
Convertible notes     1,396,419       349,486  
Conversion of preferred stock     2,232       2,232  
Total     4,981,717       427,545  

 

  (1) The Company has excluded 6,500 warrants issued in April 2019, which may be exercised by means of a cashless exercise into 6,500 shares of the Company’s common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding.
Reclassifications

Reclassifications

 

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

 

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which will modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the removal of certain disclosure requirements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new disclosure requirements for the period ending March 31, 2020. The additional components of this release did not have a material impact on the Company’s consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure credit losses for most financial assets and other instruments that are not measured at fair value through net income. This update introduces the current expected credit loss (“CECL”) model, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. ASU 2016-13 is effective for public companies in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has completed its evaluation process and the January 1, 2020 adoption did not have a material impact to the Company’s consolidated financial statements for the three and nine months ended September 30, 2020.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company has not early adopted ASU 2019-12 and is currently evaluating its impact on the Company’ss financial position, results of operations, and cash flows.