BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 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 our condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from our 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/A for the year ended December 31, 2019, filed with the Securities and Exchange Commission on June 1, 2020. The condensed consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited 2019 financial statements contained in the above referenced Form 10-K/A. Results of the three and six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. 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 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 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: 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 six months ended June 30, 2020, management determined that its operating right-of-use assets attributed to the discontinued operations of I.AM were impaired by $1,020,514. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers 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 six months ended June 30, 2020: Six Months ended June 30, 2020 GWW Coolisys DP Lending Total Primary Geographical Markets North America $ 3,370,374 $ 1,965,465 $ 2,396 $ 5,338,235 Europe 447,603 287,157 — 734,760 Middle East 4,605,482 — — 4,605,482 Other 153,123 174,814 — 327,937 $ 8,576,582 $ 2,427,436 $ 2,396 $ 11,006,414 Major Goods RF/Microwave Filters $ 2,545,967 $ — $ — $ 2,545,967 Detector logarithmic video amplifiers 878,372 — — 878,372 Power Supply Units — 2,427,436 — 2,427,436 Power Supply Systems 546,761 — — 546,761 Healthcare diagnostic systems 523,228 — — 523,228 Defense systems 4,082,254 — — 4,082,254 Lending activities — — 2,396 2,396 $ 8,576,582 $ 2,427,436 $ 2,396 $ 11,006,414 Timing of Revenue Recognition Goods transferred at a point in time $ 3,971,100 $ 2,427,436 $ 2,396 $ 6,400,932 Services transferred over time 4,605,482 — — 4,605,482 $ 8,576,582 $ 2,427,436 $ 2,396 $ 11,006,414 Six Months ended June 30, 2019 GWW Coolisys DP Lending Total Primary Geographical Markets North America $ 1,569,939 $ 2,790,091 $ 374,710 $ 4,734,740 Europe 1,012,761 16,804 — 1,029,565 Middle East 4,488,553 — — 4,488,553 Other 327,799 171,822 — 499,621 $ 7,399,052 $ 2,978,717 $ 374,710 $ 10,752,479 Major Goods RF/Microwave filters $ 989,114 $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — 473,150 Power supply units 180,475 2,693,797 — 2,874,272 Power supply systems 1,082,442 — — 1,082,442 Healthcare diagnostic systems 1,260,700 — — 1,260,700 Defense systems 3,413,171 — — 3,413,171 Lending activities — — 374,710 374,710 Digital currency mining — 284,920 — 284,920 $ 7,399,052 $ 2,978,717 $ 374,710 $ 10,752,479 Timing of Revenue Recognition Goods transferred at a point in time $ 2,588,280 $ 2,978,717 $ 374,710 $ 5,941,707 Services transferred over time 4,810,772 — — 4,810,772 $ 7,399,052 $ 2,978,717 $ 374,710 $ 10,752,479 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 June 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 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 In accordance with ASC No. 820, Fair Value Measurements and Disclosures 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 June 30, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of AVLP – a related party $ 6,739,234 $ — $ — $ 6,739,234 Investments in common stock and derivative instruments of AVLP – a related party 1,028,424 169,860 — 858,564 Investment in common stock of Alzamend – a related party 575,925 — — 575,925 Investments in marketable equity securities 596,313 596,313 — — Investments in warrants of public companies 2 — — 2 Total Investments $ 8,939,898 $ 766,173 $ — $ 8,173,725 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 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 six months ended June 30, 2020 and 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at June 30, 2020 and 2019: June 30, 2020 2019 Stock options 950 9,006 Warrants (1) 2,151,953 51,465 Convertible notes 551,104 75,000 Conversion of preferred stock 2,232 2,232 Total 2,706,239 137,703 (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 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 Issued Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |