Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 20, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Ault Global Holdings, Inc. | |
Entity Central Index Key | 0000896493 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-12711 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | DPW | |
Security Exchange Name | NYSEAMER | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,774,538 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 107,801,265 | $ 18,679,848 |
Marketable equity securities | 18,153,863 | 2,562,983 |
Securities purchased under agreement to resell | 33,647,059 | |
Accounts receivable | 3,506,451 | 3,852,033 |
Accounts and other receivable, related party | 1,196,379 | 1,196,379 |
Accrued revenue | 1,533,215 | 1,695,905 |
Inventories | 3,476,512 | 3,373,851 |
Prepaid expenses and other current assets | 2,918,284 | 2,988,080 |
TOTAL CURRENT ASSETS | 172,233,028 | 34,349,079 |
Intangible assets, net | 4,240,420 | 4,390,388 |
Goodwill | 9,466,577 | 9,645,686 |
Property and equipment, net | 6,288,714 | 2,122,730 |
Right-of-use assets | 4,816,798 | 4,317,778 |
Investment in promissory notes, related parties | 13,467,783 | 10,668,470 |
Investments in derivatives and common stock, related parties | 14,822,439 | 6,139,391 |
Investments in debt and equity securities | 2,320,539 | 261,767 |
Investment in limited partnership | 1,869,000 | 1,869,000 |
Loans receivable | 596,568 | 750,174 |
Other investments, related parties | 3,465,000 | 802,500 |
Other assets | 443,543 | 326,419 |
TOTAL ASSETS | 234,030,409 | 75,643,382 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 9,020,134 | 10,579,501 |
Securities purchase consideration payable | 33,310,589 | |
Accounts payable and accrued expenses, related party | 32,569 | 35,687 |
Operating lease liability, current | 855,933 | 524,326 |
Revolving credit facility | 117,215 | 125,188 |
Notes payable, net | 2,154,676 | 4,048,009 |
Notes payable, related parties | 149,489 | 187,818 |
Convertible notes payable, related party | 400,000 | 400,000 |
Warrant liability | 4,870,821 | 4,192,052 |
Other current liabilities | 1,836,937 | 1,789,825 |
TOTAL CURRENT LIABILITIES | 52,748,363 | 21,882,406 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 4,020,877 | 3,854,573 |
Notes payable | 319,047 | 336,500 |
Notes payable, related parties | 66,083 | 51,537 |
Convertible notes payable | 406,327 | 386,283 |
TOTAL LIABILITIES | 57,560,697 | 26,511,299 |
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 292,763,040 | 171,397,199 |
Accumulated deficit | (119,403,734) | (121,396,715) |
Accumulated other comprehensive income (loss) | 1,158,542 | (1,717,934) |
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY | 174,567,479 | 48,310,436 |
Non-controlling interest | 1,902,233 | 821,647 |
TOTAL STOCKHOLDERS' EQUITY | 176,469,712 | 49,132,083 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 234,030,409 | 75,643,382 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 7 | 7 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 125 | 125 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock | 49,499 | 27,754 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | |
Convertible preferred stock, authorized | 25,000,000 | |
Convertible preferred stock, outstanding | 23,500,000 | |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 25 | $ 25 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, issued | 7,040 | 7,040 |
Convertible preferred stock, outstanding | 7,040 | 7,040 |
Convertible preferred stock, redemption amount | $ 176,000 | $ 176,000 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 500,000 | 500,000 |
Convertible preferred stock, issued | 125,000 | 125,000 |
Convertible preferred stock, outstanding | 125,000 | 125,000 |
Convertible preferred stock, liquidation preference | $ 1,250,000 | $ 1,250,000 |
Class A Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 49,498,676 | 27,753,562 |
Common stock, outstanding | 49,498,676 | 27,753,562 |
Class B Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 25,000,000 | 25,000,000 |
Common stock, issued | 0 | 0 |
Common stock, outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 13,244,629 | $ 5,605,434 |
Cost of revenue | 5,107,908 | 3,853,435 |
Gross profit | 8,136,721 | 1,751,999 |
Operating expenses | ||
Engineering and product development | 601,918 | 440,626 |
Selling and marketing | 1,241,542 | 338,163 |
General and administrative | 5,092,268 | 2,902,994 |
Provision for credit losses | 1,000,000 | |
Total operating expenses | 6,935,728 | 4,681,783 |
Income (loss) from continuing operations | 1,200,993 | (2,929,784) |
Other income (expenses) | ||
Interest income | 36,923 | 320 |
Interest expense | (313,934) | (1,086,163) |
Change in fair value of marketable equity securities | 1,959,791 | (365,359) |
Realized gain on marketable securities | 397,331 | |
Gain (loss) on extinguishment of debt | 481,533 | (463,134) |
Change in fair value of warrant liability | (678,769) | 4,411 |
Total other income (expenses), net | 1,882,875 | (1,909,925) |
Income (loss) from continuing operations before income taxes | 3,083,868 | (4,839,709) |
Income tax (expense) benefit | (5,901) | 5,905 |
Net income (loss) from continuing operations | 3,077,967 | (4,833,804) |
Net loss from discontinued operations, net of taxes | (1,697,744) | |
Net income (loss) | 3,077,967 | (6,531,548) |
Less: Net income attributable to non-controlling interest | (1,080,586) | |
Net income (loss) attributable to Ault Global Holdings | 1,997,381 | (6,531,548) |
Preferred dividends | (4,400) | (4,460) |
Net income (loss) available to common stockholders | $ 1,992,981 | $ (6,536,008) |
Basic net income (loss) per common share: | ||
Continuing operations | $ 0.05 | $ (1.07) |
Discontinued operations | (0.37) | |
Net income (loss) per common share (in dollars per share) | 0.05 | (1.44) |
Diluted net income (loss) per common share: | ||
Continuing operations | 0.05 | (1.07) |
Discontinued operations | (0.37) | |
Net income (loss) per common share (in dollars per share) | $ 0.05 | $ (1.44) |
Weighted average basic common shares outstanding (in shares) | 39,256,336 | 4,533,217 |
Weighted average diluted common shares outstanding (in shares) | 40,202,443 | 4,533,217 |
Comprehensive income (loss) | ||
Income (loss) available to common stockholders | $ 1,992,981 | $ (6,536,008) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | (92,694) | (148,607) |
Net unrealized gain (loss) on derivative securities of related party | 2,969,170 | (1,242,094) |
Other comprehensive income (loss) | 2,876,476 | (1,390,701) |
Total comprehensive income (loss) | 4,869,457 | (7,926,709) |
Revenue [Member] | ||
Total revenue | 7,904,511 | 5,569,282 |
Cryptocurrency Mining [Member] | ||
Total revenue | 129,896 | |
Lending and Trading Activities [Member] | ||
Total revenue | $ 5,210,222 | $ 36,152 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Series A & B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at beginning at Dec. 31, 2019 | $ 132 | $ 3,318 | $ 101,099,347 | $ (88,650,465) | $ (5,511,624) | $ 8,242 | $ 6,948,950 |
Balance at beginning (in shares) at Dec. 31, 2019 | 132,040 | 3,318,390 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 19,956 | 19,956 | |||||
Stock based compensation: Common stock | $ 65 | 73,385 | 73,450 | ||||
Stock based compensation: Common Stock (Shares) | 65,000 | ||||||
Issuance of common stock in payment of short term advances, related party | $ 661 | 739,287 | 739,948 | ||||
Issuance of common stock in payment of short term advances, related party (in shares) | 660,667 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 13 | 73,141 | 73,154 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 12,500 | ||||||
Issuance of common stock for conversion of debt | $ 1,345 | 2,118,617 | 2,119,962 | ||||
Issuance of common stock for conversion of debt (in shares) | 1,345,164 | ||||||
Beneficial conversion feature in connection with convertible notes | 20,345 | 20,345 | |||||
Fair value warrants issued in connection with convertible notes | 414,895 | 414,895 | |||||
Comprehensive loss: | |||||||
Net income\loss | (6,531,548) | (6,531,548) | |||||
Preferred dividends | (4,460) | (4,460) | |||||
Net unrealized loss on derivatives in related party | (1,242,094) | (1,242,094) | |||||
Foreign currency translation adjustments | (148,607) | (148,607) | |||||
Balance at ending at Mar. 31, 2020 | $ 132 | $ 5,402 | 104,558,973 | (95,186,473) | (6,902,325) | 8,242 | 2,483,951 |
Balance at ending (in shares) at Mar. 31, 2020 | 132,040 | 5,401,721 | |||||
Balance at beginning at Dec. 31, 2020 | $ 132 | $ 27,754 | 171,397,199 | (121,396,715) | (1,717,934) | 821,647 | 49,132,083 |
Balance at beginning (in shares) at Dec. 31, 2020 | 132,040 | 27,753,562 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 19,602 | 19,602 | |||||
Issuance of common stock for cash | $ 21,562 | 124,961,743 | 124,983,305 | ||||
Issuance of common stock for cash (in shares) | 21,561,900 | ||||||
Issuance of common stock for conversion of convertible notes payable | $ 183 | 449,333 | 449,516 | ||||
Issuance of common stock for conversion of convertible notes payable (in shares) | 183,214 | ||||||
Financing cost in connection with sales of common stock | (4,064,837) | (4,064,837) | |||||
Comprehensive loss: | |||||||
Net income\loss | 1,997,381 | 1,997,381 | |||||
Preferred dividends | (4,400) | (4,400) | |||||
Net unrealized loss on derivatives in related party | 2,969,170 | 2,969,170 | |||||
Foreign currency translation adjustments | (92,694) | (92,694) | |||||
Net loss attributable to non-controlling interest | 1,080,586 | 1,080,586 | |||||
Balance at ending at Mar. 31, 2021 | $ 132 | $ 49,499 | $ 292,763,040 | $ (119,403,734) | $ 1,158,542 | $ 1,902,233 | $ 176,469,712 |
Balance at ending (in shares) at Mar. 31, 2021 | 132,040 | 49,498,676 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ 3,077,967 | $ (6,531,548) |
Less: Net loss from discontinued operations | (1,697,744) | |
Net income (loss) from continuing operations | 3,077,967 | (4,833,804) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 161,713 | 174,947 |
Amortization | 104,130 | 83,285 |
Amortization of right-of-use assets | 228,703 | 122,034 |
Amortization, related party | 7,500 | 7,500 |
Interest expense - debt discount | 20,044 | 677,022 |
Gain on extinguishment of debt | (481,533) | |
Change in fair value of warrant liability | 678,769 | (4,411) |
Accretion of original issue discount on notes receivable - related party | (3,870) | |
Accretion of original issue discount on notes receivable | (64,596) | (3,738) |
Increase in accrued interest on notes receivable - related party | (745) | |
Stock-based compensation | 19,602 | 122,763 |
Realized losses on other investments | 27,500 | |
Realized gains on sale of marketable securities | (4,891,601) | (14,442) |
Unrealized (gains) losses on marketable equity securities | (2,259,739) | 121,068 |
Unrealized (gains) losses on equity securities - related party | (153,576) | 181,990 |
Unrealized (gains) losses on equity securities | (57,560) | 92,930 |
Provision for loan losses | 1,000,000 | |
Changes in operating assets and liabilities: | ||
Marketable equity securities | (8,869,664) | |
Accounts receivable | 300,848 | (607,615) |
Accrued revenue | 104,231 | 403,955 |
Inventories | (117,654) | 25,590 |
Prepaid expenses and other current assets | (90,656) | 103,636 |
Other assets | (85,525) | (46,813) |
Accounts payable and accrued expenses | (1,709,982) | 894,001 |
Accounts payable, related parties | (3,118) | (9,725) |
Other current liabilities | 77,677 | 480,477 |
Lease liabilities | (229,812) | (115,350) |
Net cash used in continuing operating activities | (14,238,447) | (1,117,200) |
Net cash provided by discontinued operating activities | 1,246 | |
Net cash used in operating activities | (14,238,447) | (1,115,954) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,348,871) | (155,981) |
Investment in promissory notes, related parties | (3,594,698) | (50,661) |
Investments in derivative liabilities and common stock, related parties | (4,756,302) | (1,413) |
Investment in real property, related party | (2,670,000) | |
Purchase of marketable equity securities | ||
Sales of marketable equity securities | 430,124 | 106,589 |
Investments in debt and equity securities | (1,787,010) | (510) |
Net cash used in investing activities | (16,726,757) | (101,976) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 124,983,305 | |
Financing cost in connection with sales of equity securities | (4,064,837) | |
Proceeds from notes payable | 600,000 | |
Proceeds from short-term advances - related party | 573,754 | |
Payments on short-term advances - related party | (28,779) | |
Payments on notes payable | (971,925) | (80,782) |
Payments on advances on future receipts | (20,000) | |
Payments of preferred dividends | (4,400) | (4,460) |
Payments on revolving credit facilities, net | (7,973) | 231,957 |
Net cash provided by financing activities | 119,934,170 | 1,271,690 |
Effect of exchange rate changes on cash and cash equivalents | 152,451 | 89,194 |
Net increase (decrease) in cash and cash equivalents | 89,121,417 | 142,954 |
Cash and cash equivalents at beginning of period | 18,679,848 | 483,383 |
Cash and cash equivalents at end of period | 107,801,265 | 626,337 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 658,042 | 38,345 |
Non-cash investing and financing activities: | ||
Cancellation of notes payable into shares of common stock | 449,516 | 1,909,350 |
Payment of accounts payable with digital currency | 118,627 | |
Cancellation of short term advances, related party into shares of common stock | 739,948 | |
Purchase of marketable equity securities for future payment | $ 33,647,059 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Ault Global Holdings, Inc., a Delaware corporation (“Ault Global” or the “Company”), formerly known as DPW Holdings, was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending and advanced textile technology. The Company’s wholly-owned operating subsidiaries are Gresham Worldwide, Inc. (“GWW”), Coolisys Technologies Corp. (“Coolisys”), Gresham Power Electronics Ltd. (f/k/a Digital Power Limited) (“Gresham Power”), Relec Electronics Ltd. (“Relec”), Digital Power Lending, LLC (“DP Lending”), Ault Alliance, Inc. (“Ault Alliance”), Ault Disruptive Technologies Company, LLC and Tansocial LLC (“Tansocial”). The Company also has a controlling interest in Enertec Systems 2001 Ltd (“Enertec”), Microphase Corporation (“Microphase”) and Alliance Cloud Services, LLC (“Alliance Cloud Services”). The Company has three reportable segments: GWW – defense solutions with operations conducted by Microphase, Enertec, Gresham Power and Relec, Coolisys – commercial electronics solutions, and Ault Alliance – commercial lending and digital learning through DP Lending, Alliance Cloud Services and Tansocial. During March 2020, the Company ceased restaurant operations at I.AM, Inc. (“I.AM”). Management determined that the permanent closing of the restaurant operations at I.AM, which owned and operated the Prep Kitchen brand restaurants located in the San Diego area, met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations segment are presented as discontinued operations in our condensed consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. On November 2, 2020, I.AM filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, the Company concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, the Company deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020. In March 2021, the Company resumed cryptocurrency mining operations due to several factors, which had positively affected the number of active miners the Company operated, including the market prices of digital currencies, and favorable power costs available at the Michigan cloud data center purchased on January 29, 2021. On January 19, 2021, the Company changed its corporate name from DPW Holdings, Inc., to Ault Global Holdings, Inc. The name change was effected through a parent/subsidiary short merger pursuant to an agreement and plan of merger dated January 7, 2021. The merger and resulting name change do not affect the rights of security holders of the Company. The Company’s common stock continues to be quoted on the NYSE American under the symbol “DPW”. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2021 | |
Liquidity and Managments Plan [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | 2. LIQUIDITY AND FINANCIAL CONDITION As of March 31, 2021, the Company had cash and cash equivalents of $107.8 million, working capital of $119.5 million and total stockholders’ equity of $176.5 million. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During the three months ended March 31, 2021, the Company continued to successfully obtain additional equity financing. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 for the year ended December 31, 2020, filed with the Securities and Exchange Commission on April 15, 2021. The condensed consolidated balance sheet as of December 31, 2020 was derived from the Company’s audited 2020 financial statements contained in the above referenced Form 10-K. Results of the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2020 Annual Report other than disclosed below. 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. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | 4. Revenue Disaggregation The following tables summarize disaggregated customer contract revenues and the source of the revenue for the three months ended March 31, 2021 and 2020. 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 consist of the following for the three months ended March 31, 2021 and 2020: Three Months ended March 31, 2021 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 1,889,262 $ 1,207,400 $ 302,039 $ 3,398,701 Europe 1,910,002 109,141 — 2,019,143 Middle East 2,389,063 — — 2,389,063 Other 161,692 65,808 — 227,500 Revenue from contracts with customers 6,350,019 1,382,349 302,039 8,034,407 Revenue, lending and trading activities 5,210,222 5,210,222 Total revenue $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Major Goods RF/Microwave Filters $ 1,214,901 $ — $ — $ 1,214,901 Detector logarithmic video amplifiers 71,070 — — 71,070 Power Supply Units 238,423 1,382,349 — 1,620,772 Power Supply Systems 2,233,287 — — 2,233,287 Healthcare diagnostic systems 184,725 — — 184,725 Defense systems 2,407,613 — — 2,407,613 Digital currency mining 129,896 129,896 Other — — 172,143 172,143 Revenue from contracts with customers 6,350,019 1,382,349 302,039 8,034,407 Revenue, lending and trading activities 5,210,222 5,210,222 Total revenue $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Timing of Revenue Recognition Goods transferred at a point in time $ 3,757,681 $ 1,382,349 $ 302,039 $ 5,442,069 Services transferred over time 2,592,338 — — 2,592,338 Revenue from contracts with customers $ 6,350,019 $ 1,382,349 $ 302,039 $ 8,034,407 Three Month ended March 31, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 1,672,726 $ 866,928 $ - $ 2,539,654 Europe 310,569 227,328 — 537,897 Middle East 2,306,288 — — 2,306,288 Other 97,864 87,579 — 185,443 Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282 Revenue, lending and trading activities 36,152 36,152 Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Major Goods RF/Microwave filters $ 1,501,380 $ — $ — $ 1,501,380 Detector logarithmic video amplifiers 288,846 — — 288,846 Power supply units — 1,181,835 — 1,181,835 Power supply systems 290,933 — — 290,933 Healthcare diagnostic systems 214,303 — — 214,303 Defense systems 2,091,985 — — 2,091,985 Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282 Revenue, lending and trading activities 36,152 36,152 Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Timing of Revenue Recognition Goods transferred at a point in time $ 2,081,159 $ 1,181,835 $ - $ 3,262,994 Services transferred over time 2,306,288 — — 2,306,288 Revenue from contracts with customers $ 4,387,447 $ 1,181,835 $ - $ 5,569,282 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 March 31, 2021, for the MLSE units was $48.0 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 and Trading 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. Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from lending activities. Blockchain Mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 5. fair value of financial 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 that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Investments in convertible and term $ 13,467,783 $ — $ — $ 13,467,783 Investments in common stock and derivative 10,335,348 819,324 — 9,516,024 Investment in common stock and warrants of 4,487,091 — — 4,487,091 Investments in marketable equity securities 18,153,863 18,153,863 — — Securities purchased under agreement to resell 33,647,059 33,647,059 Investments in debt and equity securities 2,320,539 — 506,574 1,813,965 Total Investments $ 82,411,683 $ 52,620,246 $ 506,574 $ 29,284,863 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 10,668,470 $ — $ — $ 10,668,470 Investments in common stock and derivative 5,486,140 499,588 — 4,986,552 Investment in common stock and warrants of 653,251 — — 653,251 Investments in marketable equity securities 2,562,983 2,562,983 — — Investments in debt and equity securities 261,767 — — 261,767 Total Investments $ 19,632,611 $ 3,062,571 $ — $ 16,570,040 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. We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. Our other current financial assets and current financial liabilities have fair values that approximate their carrying values. 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. Investments We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. The Company made an irrevocable election to record available-for-sale debt investments at fair value utilizing the fair value option available under U.S. GAAP. The Company believed that carrying these investments at fair value better portrayed the economic substance of the investments. Under the fair value option, gains and losses on the debt investments are included in unrealized gains/(losses) on investments within net earnings each reporting period. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments . Equity investments The following discusses our marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities. Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because we estimate the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3. We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net. Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are primarily recognized in other income (expense), net. The following table summarizes the changes in investments in debt and equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the three months ended March 31, 2021: Investments in debt and equity securities Balance at January 1, 2021 $ 261,767 Investment in convertible promissory notes 500,000 Investment in warrants 1,000,000 Change in fair value of warrants 57,560 Accretion of discount 52,198 Balance at March 31, 2021 $ 2,320,539 See Note 12 for the changes in investments in AVLP, Alzamend and Ault & Company measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) during the three months ended March 31, 2021. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 6. Net Income (Loss) per Share Basic and diluted net income per common share for the three months ended March 31, 2021 are calculated as follows: For the Three Months Ended March 31, 2021 Income Shares Per-Share (Numerator) (Denominator) Amount Net income (loss) attributable to Ault Global Holdings $ 1,997,381 Less: Preferred stock dividends (4,400 ) Basic earnings per share Net income available to common stockholders 1,992,981 39,256,336 $ 0.05 Effect of dilutive securities Stock options - 505,245 8% convertible notes, related party 8,000 275,862 4% convertible notes 6,600 165,000 Diluted earnings per share Income available to common stockholders plus $ 2,007,581 40,202,443 $ 0.05 For the three months ended March 31, 2020, 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, 2020, 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, 2020: March 31, 2020 Stock options 950 Warrants 765,422 Convertible notes 561,158 Conversion of preferred stock 2,232 Total 1,329,762 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM | 7. Discontinued Operations On March 16, 2020, to try and mitigate the spread of COVID-19, San Diego County health officials issued orders mandating that all restaurants must end dine-in services. As a result of these temporary closures and the deteriorating business conditions at the Company’s restaurant businesses, the Company concluded that discontinuing the operations of I.AM was ultimately in its best interest. In the first quarter of 2020, management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations are presented as discontinued operations in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and are excluded from continuing operations for all periods presented. On November 2, 2020, I.AM filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, the Company concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, the Company deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020. The restaurant operations are included in our results as discontinued operations through March 16, 2020, the date of closing of the restaurants. The following tables summarize the major classes of line items included in loss from discontinued operations: For the Three Months Ended March 31, 202 Revenue $ 543,327 Cost of revenue (160,310 ) Selling and marketing — General and administrative (555,445 ) Impairment of property and equipment and right-of-use assets (1,525,316 ) Income (loss) from discontinued operations $ (1,697,744 ) |
MARKETABLE EQUITY SECURITIES
MARKETABLE EQUITY SECURITIES | 3 Months Ended |
Mar. 31, 2021 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | 8. Marketable Equity Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of March 31, 2021 and December 31, 2020: Marketable equity securities at March 31, 2021 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 15,225,347 $ 3,733,672 $ (805,156 ) $ 18,153,863 Marketable equity securities at December 31, 2020 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 1,505,686 $ 1,083,532 $ (26,235 ) $ 2,562,983 Marketable equity securities The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2021 $ 2,562,983 Purchases of marketable equity securities in operations 62,994,562 Sales of marketable equity securities in operations (54,124,898 ) Sales of marketable equity securities (430,124 ) Realized gains on marketable equity securities 4,891,601 Unrealized gains on marketable equity securities 2,259,739 Balance at March 31, 2021 $ 18,153,863 At March 31, 2021 and December 31, 2020, the Company had invested in the marketable equity securities of certain publicly traded companies. The Company’s investment in marketable equity securities will be revalued on each balance sheet date. The fair value of the Company’s holdings in marketable equity securities at March 31, 2021and December 31, 2020 is a Level 1 measurement based on quoted prices in an active market. At March 31, 2021 and December 31, 2020, the Company also held an investment in a limited partnership. This investment does not have a readily determinable fair value and has been measured at cost less impairment, if any, and adjusted for observable price changes for identical or similar investments. Naked Brand Group stock purchase agreement On March 29, 2021, DP Lending entered into a stock purchase agreement with an institutional investor (the “Seller”) to purchase 47,058,824 shares of Naked Brand Group Limited (the “NAKD shares”). Under the agreement, DP Lending agreed to sell the NAKD shares and pay the Seller 99% of the net proceeds from the sale. As of March 31, 2021, the fair value of the NAKD shares was $33.6 million and is included in securities purchased under agreement to resell. The Company also recorded a $33.3 million stock purchase consideration payable and a $336,000 contract liability as of March 31, 2021. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 9. PROPERTY AND EQUIPMENT, NET At March 31, 2021 and December 31, 2020, property and equipment consist of: March 31, 2021 December 31, 2020 Cryptocurrency machines and related equipment $ 593,226 $ 567,216 Computer, software and related equipment 3,340,446 3,056,711 Office furniture and equipment 751,272 489,315 Land 2,566,621 — Building 1,283,311 Leasehold improvements 1,343,162 1,352,124 9,878,038 5,465,366 Accumulated depreciation and amortization (3,589,324 ) (3,342,636 ) Property and equipment, net $ 6,288,714 $ 2,122,730 For the three months ended March 31, 2021 and 2020, depreciation expense amounted to $162,000 and $175,000 respectively. Acquisition of Michigan Cloud Data Center On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $3.9 million. The facility is subject to a final corrective measures plan with the Environment Protection Agency. The seller performed remedial activities at the Michigan facility relating to historical soil and groundwater contamination and the Company is responsible for ongoing monitoring and final remediation plans. The Company’s estimated cost of the environmental remediation obligation is approximately $300,000 and reflects its best estimate of probable future costs for remediation based on the current assessment data and regulatory obligations. Future costs will depend on many factors, including the extent of work necessary to implement monitoring and final remediation plans and the Company’s time frame for remediation. The Company may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cash flows during the period in which they are recorded. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 10. INTANGIBLE ASSETS, NET At March 31, 2021 and December 31, 2020 intangible assets consist of: March 31, 2021 December 31, 2020 Trade name and trademark $ 1,555,571 $ 1,551,197 Customer list 3,391,272 3,441,654 Domain name and other intangible assets 665,295 689,920 5,612,138 5,682,771 Accumulated depreciation and amortization (1,371,718 ) (1,292,383 ) Intangible assets, net $ 4,240,420 $ 4,390,388 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. Amortization expense was $104,000 and $83,000, respectively, for the three months ended March 31, 2021 and 2020. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
GOODWILL | 11. GOODWILL The following table summarizes the changes in our goodwill during the three months ended March 31, 2021: Goodwill Balance as of January 1, 2021 $ 9,645,686 Effect of exchange rate changes (179,109 ) Balance as of March 31, 2021 $ 9,466,577 |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 12. INVESTMENTS – RELATED PARTIES Investments in AVLP, Alzamend Neuro, Inc. (“Alzamend”) and Ault and Company, Inc. (“Ault & Company”) at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, December 31, 2021 2020 Investment in convertible promissory note of AVLP $ 13,924,136 $ 11,269,136 Short term advance in Alzamend - 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 2,500,000 - Accrued interest in promissory notes, related parties 2,027,557 2,026,812 Total investment in promissory notes, related parties – gross 18,451,693 14,095,948 Less: original issue discount (1,560,302 ) (3,870 ) Less: provision for loan losses (3,423,608 ) (3,423,608 ) Total investment in promissory notes, related parties 13,467,783 10,668,470 Investment in derivative instruments of AVLP 9,516,024 4,986,552 Investment in common stock of AVLP 819,324 499,588 Investment in common stock and warrants of Alzamend 4,487,091 653,251 Investments in derivatives and common stock, related parties 14,822,439 6,139,391 Total investments, related parties – net $ 28,290,222 $ 16,807,861 Investments in derivatives and common stock, related parties $ 14,822,439 $ 6,139,391 Investment in promissory notes, related parties 13,467,783 10,668,470 Total investment, related parties – net $ 28,290,222 $ 16,807,861 The following table summarizes the changes in our investments in AVLP, Alzamend and Ault & Company during the three months ended March 31, 2021: Investment in Investment in promissory notes Total warrants and and advances investment common stock of AVLP, in AVLP, of AVLP and Alzamend and Alzamend and Alzamend Ault & Company Ault & Company, net Balance at January 1, 2021 $ 6,139,391 $ 10,668,470 $ 16,807,861 Investment in convertible promissory notes of AVLP — 1,094,698 1,094,698 Investment in convertible promissory note of Alzamend — (50,000 ) (50,000 ) Investment in promissory note of Ault & Company — 2,500,000 2,500,000 Investment in common stock of AVLP and Alzamend 3,046,016 — 3,046,016 Investment in warrants of Alzamend 953,984 — 953,984 Short term advance in Alzamend — (750,000 ) (750,000 ) Fair value of derivative instruments issued by AVLP 1,560,302 — 1,560,302 Unrealized gain in derivative instruments of AVLP 2,969,170 — 2,969,170 Unrealized loss in warrants of Alzamend (13,086 ) — (13,086 ) Unrealized gain in common stock of AVLP and Alzamend 166,662 — 166,662 Accretion of discount — 3,870 3,870 Accrued Interest — 745 745 Balance at March 31, 2021 $ 14,822,439 $ 13,467,783 $ 28,290,222 Investments in AVLP The Company’s investments in AVLP, a related party controlled by Philou Ventures, LLC (“Philou”), an affiliate of the Company, consist of convertible promissory notes, derivative instruments and shares of AVLP common stock. As of March 31, 2021, loans to AVLP totaled $13.9 million and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 27.8 million shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The warrants are considered derivative financial instruments. At March 31, 2021, the Company recorded a cumulative unrealized gain on its investment in warrants of AVLP of $1.9 million compared to a cumulative unrealized loss of $1.1 million at December 31, 2020 representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet. During the three months ended March 31, 2021, the Company recognized, in other comprehensive income (loss), net unrealized gain on derivative securities of related party of $3.0 million compared to a net unrealized loss on derivative securities of related party of $1.2 million during the three months ended March 31, 2020. The Company’s investment in AVLP will be revalued on each balance sheet date. The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: Exercise price $0.50 Remaining contractual term (in years) 1.68 — 5.0 Volatility 68.7% — $104.6% Weighted average risk free interest rate 0.13% — 2.98% Expected dividend yield 0% The volatility factor was determined based on historical stock prices for similar technology companies with market capitalizations under $100 million. The warrant valuation is a Level 3 measurement. During the three months ended March 31, 2021 and 2020, no interest income was recognized from the Company’s investment in AVLP. The Company evaluated the collectability of both interest and principal for the convertible promissory notes in AVLP to determine whether there was an impairment. Based on current information and events, primarily the value of the underlying conversion feature and current economic events, In aggregate, the Company has 999,175 shares of AVLP common stock which represents 18.0% of AVLP’s outstanding shares of common stock. At March 31, 2021, the closing market price of AVLP’s common stock was $0.82, an increase from $0.50 at December 31, 2020. Based upon the closing market price of AVLP common stock at March 31, 2021, the Company’s investment in AVLP common stock had an unrealized gain of $71,000. The Company has determined that AVLP is a variable interest entity (“VIE”) as it does not have sufficient equity at risk. The Company does not consolidate AVLP because the Company is not the primary beneficiary and does not have a controlling financial interest. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although the Company has made a significant investment in AVLP, the Company has determined that Philou, which controls AVLP through the voting power conferred by its equity investment and which is deemed to be more closely associated with AVLP, is the primary beneficiary. As a result, AVLP’s financial position and results of operations are not consolidated in our financial position and results of operations. Investments in Alzamend At December 31, 2020, the Company had provided Alzamend a short-term advance of $750,000 and invested $50,000 in an 8% convertible promissory note. In conjunction with the issuance of the 8% convertible promissory note, Alzamend issued to the Company warrants to purchase 16,667 shares of Alzamend common stock at an exercise price of $3.00 per share for a period of five years. On March 9, 2021, DP Lending, entered into a securities purchase agreement with Alzamend to invest $10.0 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. DP Lending funded $4.0 million upon execution of the securities purchase agreement, which included the conversion of the short term advance and convertible promissory note in the aggregate amount of $800,000. The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, in aggregate, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by the Company’s independent directors after receiving a third-party valuation report of Alzamend. In addition to the Alzamend common shares purchase on March 9, 2021, the Company also held 427,888 shares of Alzamend common stock that it had acquired in during the years ended December 31, 2020 and 2019 for $252,000. At March 31, 2021, the estimated fair value of Alzamend’s common stock was $1.14. Based upon the estimated fair value of Alzamend common stock at March 31, 2021, the Company’s investment in Alzamend common stock had an unrealized gain of $236,000. Investment in Ault & Company, Inc. On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to the Company. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022. |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Other Investments Related Parties [Abstract] | |
OTHER INVESTMENTS, RELATED PARTIES | 13. OTHER INVESTMENTS, RELATED PARTIES Executive Chairman relocation benefit On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $2.7 million. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. The Company and Mr. Ault agreed to escrow $254,000 of the purchase price in the event of a loss on the subsequent sale of the residence. During April 2021, the Company entered into an agreement for the subsequent sale of the residence, which closed on April 19, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION The options outstanding as of March 31, 2021, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $480 - $560 894 4.70 $ 537.34 695 $ 530.84 $1,208 - $1,352 25 3.00 $ 1,336.00 25 $ 1,336.00 $480 - $1,352 919 4.65 $ 559.07 720 $ 558.82 Issuances outside of Plans $1.79 850,000 9.47 $ 1.79 0 $ 0.00 Total Options $480 - 1,856 850,919 9.47 $ 2.39 720 $ 558.82 On March 31, 2021 and December 31, 2020, there was no aggregate intrinsic value of stock options that were outstanding and exercisable. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date. A summary of option activity under the Company's stock option plans as of March 31, 2021, and changes during the three months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2021 6,693 925 $ 564.43 4.87 $ — Forfeited 1 — (6 ) $ 1,352.00 March 31, 2021 6,693 919 $ 559.07 4.65 $ — 1 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
WARRANTS | 15. WARRANTS During the three months ended March 31, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at March 31, 2021: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 3.00 $ — 6,500 $ — $0.88 - $1.91 3,237,016 4.05 $ 1.43 3,237,016 $0.88 - $1.91 $8.00 - $19.80 53,452 3.13 $ 12.74 53,452 $8.00 - $19.80 $440 - $920 16,225 1.95 $ 733.40 16,225 $440 - $920 $1,040 - $2,000 2,367 1.93 $ 1,404.85 2,367 $1,040 - $2,000 $0.88 - $2,000 3,315,560 4.02 $ 6.19 3,315,560 $ 6.19 Warrant issuances during 2020 requiring shareholder approval Rule 713 of the NYSE American, the national securities exchange on which the Common Stock is listed, requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of Common Stock (or securities convertible into or exercisable for Common Stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholders of the issuer equals 20% or more of presently outstanding Common Stock, or equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock, or when the issuance or potential issuance of additional shares will result in a change of control of the issuer. Accordingly, absent shareholder approval, the holders of warrants issued between October 22, 2020 and November 19, 2020 to purchase an aggregate of 2,627,394 shares of Common Stock are prohibited from exercising the warrants and receiving shares of Common Stock unless stockholder approval is obtained for the warrants. The Company anticipates seeking stockholder approval for the exercise of all the warrants during July 2021. The Company utilized the Black-Scholes option pricing model and the assumptions used during the three months ended March 31, 2020: Exercise price $0.88 - $1.91 Remaining contractual term (in years) 5.0 Volatility 86.3% Weighted average risk free interest rate 0.46% — 1.38% Expected dividend yield 0% |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 16. OTHER CURRENT LIABILITIES Other current liabilities at March 31, 2021 and December 31, 2020 consist of: March 31, 2021 December 31, 2020 Accrued payroll and payroll taxes $ 1,497,374 $ 1,411,728 Warranty liability 91,043 90,640 Other accrued expenses 248,520 287,457 $ 1,836,937 $ 1,789,825 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | 17. LEASES We have operating leases for office space. Our leases have remaining lease terms of 2 month to 11 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of March 31, 2021: March 31, 2021 Operating right-of-use assets $ 4,816,798 Operating lease liability - current 855,933 Operating lease liability - non-current 4,020,877 The components of lease expenses for the three months ended March 31, 2021, were as follows: Three Months Ended March 31, 2021 Operating lease cost $ 345,755 Short-term lease cost — Variable lease cost — The following tables provides a summary of other information related to leases for the three months ended March 31, 2021: March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 346,864 Right-of-use assets obtained in exchange for new operating lease liabilities $ — Weighted-average remaining lease term - operating leases 6.4 years Weighted-average discount rate - operating leases 9.0 % The Company determined that using a discount rate of 9% is reasonable, as this is consistent with the mortgage rates for commercial properties for the time period commensurate with the terms of the leases. Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2021, are as follows: Payments due by period 2021 (remainder) $ 1,033,945 2022 1,292,334 2023 992,390 2024 914,693 2025 697,692 Thereafter 1,793,975 Total lease payments 6,725,029 Less interest (1,848,219 ) Present value of lease liabilities $ 4,876,810 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 18. NOTES PAYABLE Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 Esousa purchased notes $ — $ 200,000 Short-term notes payable 1,087,491 1,088,899 Notes payable to Wells Fargo 174,290 182,615 Note payable to Dept. of Economic and Community Development 185,546 196,597 Paycheck Protection Program Loans 447,201 1,162,302 SBA Economic Injury Disaster Loan 150,000 150,000 Short term bank credit 429,195 1,404,096 Total notes payable $ 2,473,723 $ 4,384,509 Less: current portion (2,154,676 ) (4,048,009 ) Notes payable – long-term portion $ 319,047 $ 336,500 Master Exchange Agreement On February 10, 2020, the Company entered into a master exchange agreement (the “Master Exchange Agreement”) with Esousa Holdings, LLC (“Esousa” or the “Creditor”) which acquired certain promissory notes that had been previously issued by the Company. During January 2021, the Company issued to the investor an aggregate of 183,214 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $200,000 and $15,948, respectively. A loss on extinguishment of $234,000 was recognized on the issuance of common stock based on the fair value of the Company’s common stock at the date of the exchanges. Paycheck Protection Program During April 2020, the Company received loans under the Paycheck Protection Program (“PPP”) in the principal amount of $715,000 and the Company’s majority owned subsidiary, Microphase, received loans in the principal amount of $467,000. The principal of the loan may be forgiven up to the total cost of payroll, mortgage interest payments, rent and utility payments made during the eight-week period after origination. On January 11, 2021, the Company received forgiveness in the principal amount of $715,000 . The Company expects the remaining amount received under the PPP shall also be forgiven. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 19. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 Notes payable, related parties $ 215,572 $ 239,355 Less: current portion (149,489 ) (187,818 ) Notes payable, related parties – long-term portion $ 66,083 $ 51,537 Microphase is a party to several notes payable agreements with six of its past officers, employees and their family members. As of March 31, 2021, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $33,000 of accrued interest, was $248,000, with annual interest rates ranging between 3.00% and 6.00%. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 20. CONVERTIBLE NOTES Convertible Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 4% Convertible promissory note $ 660,000 $ 660,000 Less: Unamortized debt discounts (253,673 ) (273,717 ) Total convertible notes payable, net of financing cost $ 406,327 $ 386,283 4% Convertible Promissory Note On May 20, 2019, the Company entered into a securities purchase agreement with an investor to sell, for a purchase price of $500,000, a 4% original issue discount (“OID”) convertible promissory note with an aggregate principal face amount of $660,000 and a five-year warrant to purchase an aggregate of 12,500 shares of the Company’s common stock. The Company is required to make quarterly interest payments and the principal amount of the note is due on May 20, 2024. The note is convertible into shares of Common Stock at $4.00 per share. The exercise price of the warrant is $12.00 per share. In addition, the Executive Chairman of the Company agreed to guarantee and act as surety for the Company’s obligation to repay the note pursuant to a personal guarantee. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $58,000based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of the Common Stock was in excess of the effective conversion price, resulting in a beneficial conversion feature (“BCF”) In aggregate, the Company recorded a debt discount in the amount of $406,896 based on the relative fair values of the warrants, BCF and OID. During the three months ended March 31, 2021 and 2020, non-cash interest expense of $20,000 and $20,000, respectively, was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.18% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 87.51% was determined based on historical stock prices of similar technology companies. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Blockchain Mining Supply and Services, Ltd. On November 28, 2018, Blockchain Mining Supply and Services, Ltd. (“Blockchain Mining”) a vendor who sold computers to our subsidiary, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against us and our subsidiary, Digital Farms, Inc. (f/k/a Super Crypto Mining, Inc.), in an action captioned Blockchain Mining Supply and Services, Ltd. v. Super Crypto Mining, Inc. and DPW Holdings, Inc. The Complaint asserts claims for breach of contract and promissory estoppel against the Company and its subsidiary arising from the subsidiary’s alleged failure to honor its obligations under the purchase agreement. The Complaint seeks monetary damages in excess of $1,388,495, plus attorneys’ fees and costs. The Company intends to vigorously defend against the claims asserted against it in this action. On April 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Complaint in its entirety as against us, and the promissory estoppel claim as against its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Complaint in connection with the breach of contract claim. On April 29, 2020, Blockchain Mining filed an amended complaint (the “Amended Complaint”). The Amended Complaint asserts the same causes of action and seeks the same damages as the initial Complaint. On May 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against the Company, and the promissory estoppel claim as against of its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim. In its partial Answer, the Company’s subsidiary admitted to the validity of the contract at issue and also asserted numerous affirmative defenses concerning the proper calculation of damages. On December 4, 2020, the Court issued an Order directing the Parties to engage in limited discovery (the “Limited Discovery”) to be completed by March 4, 2021. In connection therewith, the Court also denied the defendants’ Motion to Dismiss without prejudice. The Company and its subsidiary have informed the Court that they intend to file a revised motion to dismiss the Amended Complaint and anticipate filing such motion to dismiss when the Court issues a briefing schedule. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations. Ding Gu (a/k/a Frank Gu) and Xiaodan Wang Litigation On January 17, 2020, Ding Gu (a/k/a Frank Gu) (“Gu”) and Xiaodan Wang (“Wang” and with “Gu” collectively, “Plaintiffs”), filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against us and our Chief Executive Officer, Milton C. Ault, III, in an action captioned Ding Gu (a/k/a Frank Gu) and Xiaodan Wang v. DPW Holdings, Inc. and Milton C. Ault III (a/k/a Milton Todd Ault III a/k/a Todd Ault) The Complaint asserts causes of action for declaratory judgment, specific performance, breach of contract, conversion, attorneys’ fees, permanent injunction, enforcement of Guaranty, unjust enrichment, money had and received, and fraud arising from: (i) a series of transactions entered into between Gu and us, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and DPW, in or about July 2019. The Complaint seeks, among other things, monetary damages in excess of $1.1 million, plus a decree of specific performance directing the Company to deliver unrestricted shares of common stock to Gu, plus attorneys’ fees and costs. The Company intends to vigorously defend against the claims asserted against it in this action. On May 4, 2020, the Company and Ault jointly filed a motion to dismiss the Complaint in its entirety, with prejudice. On July 24, 2020, Plaintiffs filed their opposition papers to the Company’s joint motion to dismiss. The motion to dismiss has been fully briefed and is currently pending before the court. Based on the Company’s assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations. Subpoena The Company received a subpoena from the SEC for the voluntary production of documents. The Company is fully cooperating with this non-public, fact-finding inquiry and Management believe that the Company has operated its business in compliance with all applicable laws. The subpoena expressly provides that the inquiry is not to be construed as an indication by the Commission or its staff that any violations of the federal securities laws have occurred, nor should it be considered a reflection upon any person, entity or security. However, there can be no assurance as to the outcome of this matter. Other Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. We are 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 22. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25.0 million shares of Preferred Stock $0.001 par value. The Board has designated 1.0 million shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 2,500 shares as Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). The rights, preferences, privileges and restrictions on the remaining authorized 23.5 million shares of Preferred Stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of March 31, 2021, there were 7,040 shares of Series A Preferred Stock, 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock. 2021 ATM Offering On January 22, 2021, the Company entered into an At-The-Market Issuance Sales Agreement, as amended on February 17, 2021 and thereafter on March 5, 2021 (the “2021 Sales Agreement”) with Ascendiant Capital Markets, LLC, or the sales agent, relating to the sale of shares of Common Stock offered by a prospectus supplement and the accompanying prospectus, as amended by the amendments to the sales agreement dated February 16, 2021 and March 5, 2021. In accordance with the terms of the 2021 Sales Agreement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $200.0 million from time to time through the sales agent. As of March 5, 2021, the Company had sold an aggregate of 21.6 million shares of Common Stock pursuant to the sales agreement for gross proceeds of $125.0 million. Issuance of common stock for conversion of debt During January 2021, the Company issued to Esousa an aggregate of 183,214 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $200,000 and $16,000, respectively. A loss on extinguishment of $234,000 was recognized on the issuance of common stock based on the fair value of the Company’s common stock at the date of the exchanges. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 23. RELATED PARTY TRANSACTIONS a. The Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017. At March 31, 2021, the Company has provided loans to AVLP in the principal amount $13.9 million and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 27.8 million shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of March 31, 2021, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $2.0 million, and a provision for loan loss of $3.4 million. The Company owns 999,175 shares of AVLP common stock that it acquired in the open market. At March 31, 2021, the Company’s investment in AVLP common stock had an unrealized gain of $71,000. Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Executive Chairman of the Board of the Company. Mr. Horne is the Chief Financial Officer and a director of AVLP and Chief Executive Officer, Vice Chairman and Director of the Company. Mr. Nisser is General Counsel of AVLP and President, General Counsel and Director of the Company. In March 2017, the Company was awarded a $50.0 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. On April 12, 2019, the Company received payment of $2.7 million for manufacturing services performed on the first MLSE system. At December 31, 2020, the Company had recorded a receivable from MTIX of $1.2 million. b. On March 12, 2021, DP Lending, entered into a securities purchase agreement with Alzamend to invest $10.0 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. DP Lending funded $4.0 million upon execution of the securities purchase agreement, which included the conversion of a short-term advance of $750,000 and a convertible promissory note of $50,000. The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, in aggregate, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by the Company’s independent directors after receiving a third-party valuation report of Alzamend. In addition to the Alzamend common shares purchased on March 9, 2021, the Company also held 427,888 shares of Alzamend common stock that it had acquired during the years ended December 31, 2020 and 2019 for $252,000. At March 31, 2021, the estimated fair value of Alzamend’s common stock was $1.50. Based upon the estimated fair value of Alzamend common stock at March 31, 2021, the Company’s investment in Alzamend common stock had an unrealized gain of $236,000. Mr. Ault is Executive Chairman of Alzamend’s Board of Directors and the Chairman of the Board. Mr. William B. Horne and Mr. Henry Nisser are directors of Alzamend and the Company. Mr. Kenneth S. Cragun is Chief Financial Officer of Alzamend and the Company. c. On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to the Company. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022 d. On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $2.7 million. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. During April 2021, the Company entered into an agreement for the subsequent sale of the residence, which closed on April 19, 2021. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 24. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has three reportable segments; 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’s operating segments and presented in accordance with ASC No. 280. The total income (loss) from operations of the Company’s reportable segments is different than the Company’s consolidated income (loss) from operations due to Ault Global Holdings corporate expenses. Three Months ended March 31, 2021 GWW Coolisys Ault Alliance Total Revenue $ 6,350,019 $ 1,382,349 $ 172,143 $ 7,904,511 Revenue, lending and trading — — 5,210,222 5,210,222 Revenue, cryptocurrency — — 129,896 129,896 Total revenues $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Depreciation and amortization expense $ 213,217 $ 6,810 $ 45,816 $ 265,843 Loss from operations $ 211,658 $ (200,332 ) $ 4,033,013 $ 4,044,339 Capital expenditures for segment assets, as of March 31, 2021 $ 92,268 $ - $ 4,256,603 $ 4,348,871 Identifiable assets as of March 31, 2021 $ 29,838,776 $ 1,720,894 $ 202,470,739 $ 234,030,409 Three Months ended March 31, 2020 GWW Coolisys Ault Alliance Total Revenue $ 4,387,447 $ 1,181,835 $ — $ 5,569,282 Revenue, lending and trading — — 36,152 36,152 Total revenues $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Depreciation and amortization expense $ 150,014 $ 108,218 $ — $ 258,232 Loss from operations $ 95,756 $ (218,544 ) $ (35,713 ) $ (158,501 ) Capital expenditures for segment assets, as of March 31, 2020 $ 138,672 $ 669 $ 16,640 $ 155,981 Identifiable assets as of March 31, 2020 $ 20,827,301 $ 15,352,192 $ 1,586,215 $ 37,765,708 Concentration Risk: The following tables provide the percentage of total revenues for the three months ended March 31, 2021 and 2020 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended March 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 2,107,072 16 % For the Three Months Ended March 31, 202 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 1,854,295 33 % Revenue from Customer A is attributable to Enertec. Further, at March 31, 2021, MTIX represented all the Company’s accounts and other receivable, related party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS Extension of AVLP Loan Agreement On April 13, 2021, the AVLP Loan Agreement was increased to up to $15,000,000 and extended to December 31, 2023. As of April 14, 2021, the Company has provided loans to AVLP in the principal amount $13,924,136 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 27,848,272 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. Issuance of Common Stock for Convertible Promissory Note On May 12, 2021, the Company issued 275,862 shares of Common Stock to Ault & Company, Inc. upon the conversion of $400,000 of principal on an 8% Convertible Promissory Note dated February 5, 2020. Sale of Naked Brand Group Stock In April 22, 2021, DP Lending sold 47,058,824 shares of Naked Brand Group Limited for gross proceeds of $29.3 million. DP Lending remitted 99% of the proceeds to the institutional investor and retained 1% or $293,000, which will be recorded as revenue in April 2021. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2020 Annual Report other than disclosed below. |
Fair value of Financial Instruments | 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the three months ended March 31, 2021 and 2020: Three Months ended March 31, 2021 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 1,889,262 $ 1,207,400 $ 302,039 $ 3,398,701 Europe 1,910,002 109,141 — 2,019,143 Middle East 2,389,063 — — 2,389,063 Other 161,692 65,808 — 227,500 Revenue from contracts with customers 6,350,019 1,382,349 302,039 8,034,407 Revenue, lending and trading activities 5,210,222 5,210,222 Total revenue $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Major Goods RF/Microwave Filters $ 1,214,901 $ — $ — $ 1,214,901 Detector logarithmic video amplifiers 71,070 — — 71,070 Power Supply Units 238,423 1,382,349 — 1,620,772 Power Supply Systems 2,233,287 — — 2,233,287 Healthcare diagnostic systems 184,725 — — 184,725 Defense systems 2,407,613 — — 2,407,613 Digital currency mining 129,896 129,896 Other — — 172,143 172,143 Revenue from contracts with customers 6,350,019 1,382,349 302,039 8,034,407 Revenue, lending and trading activities 5,210,222 5,210,222 Total revenue $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Timing of Revenue Recognition Goods transferred at a point in time $ 3,757,681 $ 1,382,349 $ 302,039 $ 5,442,069 Services transferred over time 2,592,338 — — 2,592,338 Revenue from contracts with customers $ 6,350,019 $ 1,382,349 $ 302,039 $ 8,034,407 Three Month ended March 31, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 1,672,726 $ 866,928 $ - $ 2,539,654 Europe 310,569 227,328 — 537,897 Middle East 2,306,288 — — 2,306,288 Other 97,864 87,579 — 185,443 Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282 Revenue, lending and trading activities 36,152 36,152 Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Major Goods RF/Microwave filters $ 1,501,380 $ — $ — $ 1,501,380 Detector logarithmic video amplifiers 288,846 — — 288,846 Power supply units — 1,181,835 — 1,181,835 Power supply systems 290,933 — — 290,933 Healthcare diagnostic systems 214,303 — — 214,303 Defense systems 2,091,985 — — 2,091,985 Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282 Revenue, lending and trading activities 36,152 36,152 Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Timing of Revenue Recognition Goods transferred at a point in time $ 2,081,159 $ 1,181,835 $ - $ 3,262,994 Services transferred over time 2,306,288 — — 2,306,288 Revenue from contracts with customers $ 4,387,447 $ 1,181,835 $ - $ 5,569,282 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurement | 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 that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Investments in convertible and term $ 13,467,783 $ — $ — $ 13,467,783 Investments in common stock and derivative 10,335,348 819,324 — 9,516,024 Investment in common stock and warrants of 4,487,091 — — 4,487,091 Investments in marketable equity securities 18,153,863 18,153,863 — — Securities purchased under agreement to resell 33,647,059 33,647,059 Investments in debt and equity securities 2,320,539 — 506,574 1,813,965 Total Investments $ 82,411,683 $ 52,620,246 $ 506,574 $ 29,284,863 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 10,668,470 $ — $ — $ 10,668,470 Investments in common stock and derivative 5,486,140 499,588 — 4,986,552 Investment in common stock and warrants of 653,251 — — 653,251 Investments in marketable equity securities 2,562,983 2,562,983 — — Investments in debt and equity securities 261,767 — — 261,767 Total Investments $ 19,632,611 $ 3,062,571 $ — $ 16,570,040 |
Schedule of summarizes the changes in investments | The following table summarizes the changes in investments in debt and equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the three months ended March 31, 2021: Investments in debt and equity securities Balance at January 1, 2021 $ 261,767 Investment in convertible promissory notes 500,000 Investment in warrants 1,000,000 Change in fair value of warrants 57,560 Accretion of discount 52,198 Balance at March 31, 2021 $ 2,320,539 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income per common share | Basic and diluted net income per common share for the three months ended March 31, 2021 are calculated as follows: For the Three Months Ended March 31, 2021 Income Shares Per-Share (Numerator) (Denominator) Amount Net income (loss) attributable to Ault Global Holdings $ 1,997,381 Less: Preferred stock dividends (4,400 ) Basic earnings per share Net income available to common stockholders 1,992,981 39,256,336 $ 0.05 Effect of dilutive securities Stock options - 505,245 8% convertible notes, related party 8,000 275,862 4% convertible notes 6,600 165,000 Diluted earnings per share Income available to common stockholders plus $ 2,007,581 40,202,443 $ 0.05 |
Schedule of anti-dilutive securities | Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at March 31, 2020: March 31, 2020 Stock options 950 Warrants 765,422 Convertible notes 561,158 Conversion of preferred stock 2,232 Total 1,329,762 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of loss from discontinued operations | The following tables summarize the major classes of line items included in loss from discontinued operations: For the Three Months Ended March 31, 202 Revenue $ 543,327 Cost of revenue (160,310 ) Selling and marketing — General and administrative (555,445 ) Impairment of property and equipment and right-of-use assets (1,525,316 ) Income (loss) from discontinued operations $ (1,697,744 ) |
MARKETABLE EQUITY SECURITIES (T
MARKETABLE EQUITY SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2021 $ 2,562,983 Purchases of marketable equity securities in operations 62,994,562 Sales of marketable equity securities in operations (54,124,898 ) Sales of marketable equity securities (430,124 ) Realized gains on marketable equity securities 4,891,601 Unrealized gains on marketable equity securities 2,259,739 Balance at March 31, 2021 $ 18,153,863 |
Schedule of additional information about marketable securities | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2021 $ 2,562,983 Purchases of marketable equity securities in operations 62,994,562 Sales of marketable equity securities in operations (54,124,898 ) Sales of marketable equity securities (430,124 ) Realized gains on marketable equity securities 4,891,601 Unrealized gains on marketable equity securities 2,259,739 Balance at March 31, 2021 $ 18,153,863 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | At March 31, 2021 and December 31, 2020, property and equipment consist of: March 31, 2021 December 31, 2020 Cryptocurrency machines and related equipment $ 593,226 $ 567,216 Computer, software and related equipment 3,340,446 3,056,711 Office furniture and equipment 751,272 489,315 Land 2,566,621 — Building 1,283,311 Leasehold improvements 1,343,162 1,352,124 9,878,038 5,465,366 Accumulated depreciation and amortization (3,589,324 ) (3,342,636 ) Property and equipment, net $ 6,288,714 $ 2,122,730 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | At March 31, 2021 and December 31, 2020 intangible assets consist of: March 31, 2021 December 31, 2020 Trade name and trademark $ 1,555,571 $ 1,551,197 Customer list 3,391,272 3,441,654 Domain name and other intangible assets 665,295 689,920 5,612,138 5,682,771 Accumulated depreciation and amortization (1,371,718 ) (1,292,383 ) Intangible assets, net $ 4,240,420 $ 4,390,388 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of goodwill | The following table summarizes the changes in our goodwill during the three months ended March 31, 2021: Goodwill Balance as of January 1, 2021 $ 9,645,686 Effect of exchange rate changes (179,109 ) Balance as of March 31, 2021 $ 9,466,577 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in AVLP, Alzamend Neuro, Inc. (“Alzamend”) and Ault and Company, Inc. (“Ault & Company”) at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, December 31, 2021 2020 Investment in convertible promissory note of AVLP $ 13,924,136 $ 11,269,136 Short term advance in Alzamend - 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 2,500,000 - Accrued interest in promissory notes, related parties 2,027,557 2,026,812 Total investment in promissory notes, related parties – gross 18,451,693 14,095,948 Less: original issue discount (1,560,302 ) (3,870 ) Less: provision for loan losses (3,423,608 ) (3,423,608 ) Total investment in promissory notes, related parties 13,467,783 10,668,470 Investment in derivative instruments of AVLP 9,516,024 4,986,552 Investment in common stock of AVLP 819,324 499,588 Investment in common stock and warrants of Alzamend 4,487,091 653,251 Investments in derivatives and common stock, related parties 14,822,439 6,139,391 Total investments, related parties – net $ 28,290,222 $ 16,807,861 Investments in derivatives and common stock, related parties $ 14,822,439 $ 6,139,391 Investment in promissory notes, related parties 13,467,783 10,668,470 Total investment, related parties – net $ 28,290,222 $ 16,807,861 |
Schedule of summarizes the changes in our investments | The following table summarizes the changes in our investments in AVLP, Alzamend and Ault & Company during the three months ended March 31, 2021: Investment in Investment in promissory notes Total warrants and and advances investment common stock of AVLP, in AVLP, of AVLP and Alzamend and Alzamend and Alzamend Ault & Company Ault & Company, net Balance at January 1, 2021 $ 6,139,391 $ 10,668,470 $ 16,807,861 Investment in convertible promissory notes of AVLP — 1,094,698 1,094,698 Investment in convertible promissory note of Alzamend — (50,000 ) (50,000 ) Investment in promissory note of Ault & Company — 2,500,000 2,500,000 Investment in common stock of AVLP and Alzamend 3,046,016 — 3,046,016 Investment in warrants of Alzamend 953,984 — 953,984 Short term advance in Alzamend — (750,000 ) (750,000 ) Fair value of derivative instruments issued by AVLP 1,560,302 — 1,560,302 Unrealized gain in derivative instruments of AVLP 2,969,170 — 2,969,170 Unrealized loss in warrants of Alzamend (13,086 ) — (13,086 ) Unrealized gain in common stock of AVLP and Alzamend 166,662 — 166,662 Accretion of discount — 3,870 3,870 Accrued Interest — 745 745 Balance at March 31, 2021 $ 14,822,439 $ 13,467,783 $ 28,290,222 |
Schedule of black-Scholes option-pricing method | The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: Exercise price $0.50 Remaining contractual term (in years) 1.68 — 5.0 Volatility 68.7% — $104.6% Weighted average risk free interest rate 0.13% — 2.98% Expected dividend yield 0% |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of exercise price | The options outstanding as of March 31, 2021, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $480 - $560 894 4.70 $ 537.34 695 $ 530.84 $1,208 - $1,352 25 3.00 $ 1,336.00 25 $ 1,336.00 $480 - $1,352 919 4.65 $ 559.07 720 $ 558.82 Issuances outside of Plans $1.79 850,000 9.47 $ 1.79 0 $ 0.00 Total Options $480 - 1,856 850,919 9.47 $ 2.39 720 $ 558.82 |
Schedule of option activity under the company's stock option plans | A summary of option activity under the Company's stock option plans as of March 31, 2021, and changes during the three months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2021 6,693 925 $ 564.43 4.87 $ — Forfeited 1 — (6 ) $ 1,352.00 March 31, 2021 6,693 919 $ 559.07 4.65 $ — |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Schedule of common stock warrants outstanding | During the three months ended March 31, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at March 31, 2021: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 3.00 $ — 6,500 $ — $0.88 - $1.91 3,237,016 4.05 $ 1.43 3,237,016 $0.88 - $1.91 $8.00 - $19.80 53,452 3.13 $ 12.74 53,452 $8.00 - $19.80 $440 - $920 16,225 1.95 $ 733.40 16,225 $440 - $920 $1,040 - $2,000 2,367 1.93 $ 1,404.85 2,367 $1,040 - $2,000 $0.88 - $2,000 3,315,560 4.02 $ 6.19 3,315,560 $ 6.19 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the three months ended March 31, 2020: Exercise price $0.88 - $1.91 Remaining contractual term (in years) 5.0 Volatility 86.3% Weighted average risk free interest rate 0.46% — 1.38% Expected dividend yield 0% |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Current Liabilities | |
Schedule of other current liabilities | Other current liabilities at March 31, 2021 and December 31, 2020 consist of: March 31, 2021 December 31, 2020 Accrued payroll and payroll taxes $ 1,497,374 $ 1,411,728 Warranty liability 91,043 90,640 Other accrued expenses 248,520 287,457 $ 1,836,937 $ 1,789,825 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | The following table provides a summary of leases by balance sheet category as of March 31, 2021: March 31, 2021 Operating right-of-use assets $ 4,816,798 Operating lease liability - current 855,933 Operating lease liability - non-current 4,020,877 |
Schedule of lease expenses | The components of lease expenses for the three months ended March 31, 2021, were as follows: Three Months Ended March 31, 2021 Operating lease cost $ 345,755 Short-term lease cost — Variable lease cost — |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the three months ended March 31, 2021: March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 346,864 Right-of-use assets obtained in exchange for new operating lease liabilities $ — Weighted-average remaining lease term - operating leases 6.4 years Weighted-average discount rate - operating leases 9.0 % |
Schedule of maturities of operating lease liabilities | Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2021, are as follows: Payments due by period 2021 (remainder) $ 1,033,945 2022 1,292,334 2023 992,390 2024 914,693 2025 697,692 Thereafter 1,793,975 Total lease payments 6,725,029 Less interest (1,848,219 ) Present value of lease liabilities $ 4,876,810 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 Esousa purchased notes $ — $ 200,000 Short-term notes payable 1,087,491 1,088,899 Notes payable to Wells Fargo 174,290 182,615 Note payable to Dept. of Economic and Community Development 185,546 196,597 Paycheck Protection Program Loans 447,201 1,162,302 SBA Economic Injury Disaster Loan 150,000 150,000 Short term bank credit 429,195 1,404,096 Total notes payable $ 2,473,723 $ 4,384,509 Less: current portion (2,154,676 ) (4,048,009 ) Notes payable – long-term portion $ 319,047 $ 336,500 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 Notes payable, related parties $ 215,572 $ 239,355 Less: current portion (149,489 ) (187,818 ) Notes payable, related parties – long-term portion $ 66,083 $ 51,537 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following: March 31, 2021 December 31, 2020 4% Convertible promissory note $ 660,000 $ 660,000 Less: Unamortized debt discounts (253,673 ) (273,717 ) Total convertible notes payable, net of financing cost $ 406,327 $ 386,283 |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of geographic operating segments | The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC No. 280. The total income (loss) from operations of the Company’s reportable segments is different than the Company’s consolidated income (loss) from operations due to Ault Global Holdings corporate expenses. Three Months ended March 31, 2021 GWW Coolisys Ault Alliance Total Revenue $ 6,350,019 $ 1,382,349 $ 172,143 $ 7,904,511 Revenue, lending and trading — — 5,210,222 5,210,222 Revenue, cryptocurrency — — 129,896 129,896 Total revenues $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629 Depreciation and amortization expense $ 213,217 $ 6,810 $ 45,816 $ 265,843 Loss from operations $ 211,658 $ (200,332 ) $ 4,033,013 $ 4,044,339 Capital expenditures for segment assets, as of March 31, 2021 $ 92,268 $ - $ 4,256,603 $ 4,348,871 Identifiable assets as of March 31, 2021 $ 29,838,776 $ 1,720,894 $ 202,470,739 $ 234,030,409 Three Months ended March 31, 2020 GWW Coolisys Ault Alliance Total Revenue $ 4,387,447 $ 1,181,835 $ — $ 5,569,282 Revenue, lending and trading — — 36,152 36,152 Total revenues $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434 Depreciation and amortization expense $ 150,014 $ 108,218 $ — $ 258,232 Loss from operations $ 95,756 $ (218,544 ) $ (35,713 ) $ (158,501 ) Capital expenditures for segment assets, as of March 31, 2020 $ 138,672 $ 669 $ 16,640 $ 155,981 Identifiable assets as of March 31, 2020 $ 20,827,301 $ 15,352,192 $ 1,586,215 $ 37,765,708 |
Schedule of total revenues | The following tables provide the percentage of total revenues for the three months ended March 31, 2021 and 2020 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended March 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 2,107,072 16 % For the Three Months Ended March 31, 202 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 1,854,295 33 % |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Number | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Liquidity and Managments Plan [Abstract] | |||||
Cash and cash equivalent | $ 107,801,265 | $ 18,679,848 | $ 107,800,000 | $ 626,337 | $ 483,383 |
Total stockholders' equity | $ 176,469,712 | $ 49,132,083 | 176,500,000 | $ 2,483,951 | $ 6,948,950 |
Working capital | $ 119,500,000 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from contracts with customers | $ 8,034,407 | $ 5,569,282 |
Revenue, lending and trading activities | 5,210,222 | 36,152 |
Total revenue | 13,244,629 | 5,605,434 |
RF/Microwave Filters [Member] | ||
Revenue from contracts with customers | 1,214,901 | 1,501,380 |
Detector Logarithmic Video Amplifiers [Member] | ||
Revenue from contracts with customers | 71,070 | 288,846 |
Power Supply Units [Member] | ||
Revenue from contracts with customers | 1,620,772 | 1,181,835 |
Power Supply Systems [Member] | ||
Revenue from contracts with customers | 2,233,287 | 290,933 |
Services Transferred Over Time [Member] | ||
Revenue from contracts with customers | 2,592,338 | 2,306,288 |
Healthcare Diagnostic Systems [Member] | ||
Revenue from contracts with customers | 184,725 | 214,303 |
Defense Systems [Member] | ||
Revenue from contracts with customers | 2,407,613 | 2,091,985 |
Digital Currency Mining [Member] | ||
Revenue from contracts with customers | 129,896 | |
Goods Transferred At A Point In Time [Member] | ||
Revenue from contracts with customers | 5,442,069 | 3,262,994 |
Other [Member] | ||
Revenue from contracts with customers | 172,143 | |
GWW [Member] | ||
Revenue from contracts with customers | 6,350,019 | 4,387,447 |
Total revenue | 6,350,019 | 4,387,447 |
GWW [Member] | RF/Microwave Filters [Member] | ||
Revenue from contracts with customers | 1,214,901 | 1,501,380 |
GWW [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Revenue from contracts with customers | 71,070 | 288,846 |
GWW [Member] | Power Supply Units [Member] | ||
Revenue from contracts with customers | 238,423 | |
GWW [Member] | Power Supply Systems [Member] | ||
Revenue from contracts with customers | 2,233,287 | 290,933 |
GWW [Member] | Services Transferred Over Time [Member] | ||
Revenue from contracts with customers | 2,592,338 | 2,306,288 |
GWW [Member] | Healthcare Diagnostic Systems [Member] | ||
Revenue from contracts with customers | 184,725 | 214,303 |
GWW [Member] | Defense Systems [Member] | ||
Revenue from contracts with customers | 2,407,613 | 2,091,985 |
GWW [Member] | Goods Transferred At A Point In Time [Member] | ||
Revenue from contracts with customers | 3,757,681 | 2,081,159 |
GWW [Member] | Other [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | ||
Revenue from contracts with customers | 1,382,349 | 1,181,835 |
Total revenue | 1,382,349 | 1,181,835 |
Coolisys [Member] | RF/Microwave Filters [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Power Supply Units [Member] | ||
Revenue from contracts with customers | 1,382,349 | 1,181,835 |
Coolisys [Member] | Power Supply Systems [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Services Transferred Over Time [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Healthcare Diagnostic Systems [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Defense Systems [Member] | ||
Revenue from contracts with customers | ||
Coolisys [Member] | Goods Transferred At A Point In Time [Member] | ||
Revenue from contracts with customers | 1,382,349 | 1,181,835 |
Coolisys [Member] | Other [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | ||
Revenue from contracts with customers | 302,039 | |
Revenue, lending and trading activities | 5,210,222 | 36,152 |
Total revenue | 5,512,261 | 36,152 |
Ault Alliance [Member] | RF/Microwave Filters [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | Power Supply Systems [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | Services Transferred Over Time [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | Healthcare Diagnostic Systems [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | Defense Systems [Member] | ||
Revenue from contracts with customers | ||
Ault Alliance [Member] | Digital Currency Mining [Member] | ||
Revenue from contracts with customers | 129,896 | |
Ault Alliance [Member] | Goods Transferred At A Point In Time [Member] | ||
Revenue from contracts with customers | 302,039 | |
Ault Alliance [Member] | Other [Member] | ||
Revenue from contracts with customers | 172,143 | |
North America [Member] | ||
Revenue from contracts with customers | 3,398,701 | 2,539,654 |
North America [Member] | GWW [Member] | ||
Revenue from contracts with customers | 1,889,262 | 1,672,726 |
North America [Member] | Coolisys [Member] | ||
Revenue from contracts with customers | 1,207,400 | 866,928 |
North America [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers | 302,039 | |
Europe [Member] | ||
Revenue from contracts with customers | 2,019,143 | 537,897 |
Europe [Member] | GWW [Member] | ||
Revenue from contracts with customers | 1,910,002 | 310,569 |
Europe [Member] | Coolisys [Member] | ||
Revenue from contracts with customers | 109,141 | 227,328 |
Europe [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers | ||
Middle East [Member] | ||
Revenue from contracts with customers | 2,389,063 | 2,306,288 |
Middle East [Member] | GWW [Member] | ||
Revenue from contracts with customers | 2,389,063 | 2,306,288 |
Middle East [Member] | Coolisys [Member] | ||
Revenue from contracts with customers | ||
Middle East [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers | ||
Other [Member] | ||
Revenue from contracts with customers | 227,500 | 185,443 |
Other [Member] | GWW [Member] | ||
Revenue from contracts with customers | 161,692 | 97,864 |
Other [Member] | Coolisys [Member] | ||
Revenue from contracts with customers | 65,808 | 87,579 |
Other [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers | ||
Detector Logarithmic Video Amplifiers [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers | ||
Power Supply Units [Member] | Ault Alliance [Member] | ||
Revenue from contracts with customers |
REVENUE DISAGGREGATION (Detai_2
REVENUE DISAGGREGATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)Number | |
MLSE Units [Member] | |
Revenue performance obligation | $ 48,000,000 |
Number of units | Number | 24 |
MTIX Ltd [Member] | Two MLSE Units [Member] | |
Unit purchase price | $ 50,000,000 |
Manufacturing costs | $ 100,000 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Available-for-sale securities | $ 82,411,683 | $ 19,632,611 |
Level 1 [Member] | ||
Available-for-sale securities | 52,620,246 | 3,062,571 |
Level 2 [Member] | ||
Available-for-sale securities | 506,574 | |
Level 3 [Member] | ||
Available-for-sale securities | 29,284,863 | 16,570,040 |
Marketable Equity Securities [Member] | ||
Available-for-sale securities | 18,153,863 | 2,562,983 |
Marketable Equity Securities [Member] | Level 1 [Member] | ||
Available-for-sale securities | 18,153,863 | 2,562,983 |
Avalanche International Corp. [Member] | ||
Available-for-sale securities | 5,486,140 | |
Avalanche International Corp. [Member] | Common Stock and Derivative Instruments [Member] | ||
Available-for-sale securities | 10,335,348 | |
Avalanche International Corp. [Member] | Level 1 [Member] | ||
Available-for-sale securities | 499,588 | |
Avalanche International Corp. [Member] | Level 1 [Member] | Common Stock and Derivative Instruments [Member] | ||
Available-for-sale securities | 819,324 | |
Avalanche International Corp. [Member] | Level 2 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Level 2 [Member] | Common Stock and Derivative Instruments [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Level 3 [Member] | ||
Available-for-sale securities | 4,986,552 | |
Avalanche International Corp. [Member] | Level 3 [Member] | Common Stock and Derivative Instruments [Member] | ||
Available-for-sale securities | 9,516,024 | |
Alzamend - A Related Party [Member] | ||
Available-for-sale securities | 4,487,091 | |
Alzamend - A Related Party [Member] | Level 1 [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Level 2 [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Level 3 [Member] | ||
Available-for-sale securities | 4,487,091 | |
Marketable Securities [Member] | Level 2 [Member] | ||
Available-for-sale securities | ||
Marketable Securities [Member] | Level 3 [Member] | ||
Available-for-sale securities | ||
AVLP and Ault & Company [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 13,467,783 | |
AVLP and Ault & Company [Member] | Debt and Equity Securities [Member] | ||
Available-for-sale securities | 2,320,539 | 261,767 |
AVLP and Ault & Company [Member] | Level 1 [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
AVLP and Ault & Company [Member] | Level 1 [Member] | Debt and Equity Securities [Member] | ||
Available-for-sale securities | ||
AVLP and Ault & Company [Member] | Level 2 [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
AVLP and Ault & Company [Member] | Level 2 [Member] | Debt and Equity Securities [Member] | ||
Available-for-sale securities | 2,320,539 | |
AVLP and Ault & Company [Member] | Level 3 [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 13,467,783 | |
AVLP and Ault & Company [Member] | Level 3 [Member] | Debt and Equity Securities [Member] | ||
Available-for-sale securities | 2,320,539 | 261,767 |
Securities Purchased Under Agreement to Resell [Member] | ||
Available-for-sale securities | 33,647,059 | |
Securities Purchased Under Agreement to Resell [Member] | Level 1 [Member] | ||
Available-for-sale securities | $ 33,647,059 | |
AVLP and Alzamend [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 10,668,470 | |
AVLP and Alzamend [Member] | Level 3 [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | $ 10,668,470 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Change in fair value of warrants | $ 678,769 | $ (4,411) |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Beginning balance | 261,767 | |
Investment in convertible promissory notes | 500,000 | |
Investment in warrants | 1,000,000 | |
Change in fair value of warrants | 57,560 | |
Accretion of discount | 52,198 | |
Ending balance | $ 2,320,539 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income (loss) attributable to Ault Global Holdings | $ 1,997,381 | $ (6,531,548) |
Less: Preferred stock dividends | (4,400) | (4,460) |
Basic earnings per share | ||
Net income available to common stockholders | $ 1,992,981 | $ (6,536,008) |
Net income available to common stockholders (in shares) | 39,256,336 | |
Net income available to common stockholders (in dollars per share) | $ 0.05 | |
Diluted earnings per share | ||
Income available to common stockholders plus assumed conversions | $ 2,007,581 | |
Income available to common stockholders plus assumed conversions (in shares) | 40,202,443 | |
Income available to common stockholders plus assumed conversions (in dollars per share) | $ 0.05 | |
Stock options [Member] | ||
Effect of dilutive securities | ||
Effect of dilutive securities | ||
Effect of dilutive securities (in shares) | 505,245 | |
8% convertible notes, related party [Member] | ||
Effect of dilutive securities | ||
Effect of dilutive securities | $ 8,000 | |
Effect of dilutive securities (in shares) | 275,862 | |
4% Convertible Notes [Member] | ||
Effect of dilutive securities | ||
Effect of dilutive securities | $ 6,600 | |
Effect of dilutive securities (in shares) | 165,000 |
NET INCOME (LOSS) PER SHARE (_2
NET INCOME (LOSS) PER SHARE (Details 1) | 3 Months Ended |
Mar. 31, 2020shares | |
Anti-dilutive securities | 1,329,762 |
Conversion of Preferred Stock [Member] | |
Anti-dilutive securities | 2,232 |
Stock Option [Member] | |
Anti-dilutive securities | 950 |
Warrant [Member] | |
Anti-dilutive securities | 765,422 |
Convertible Notes [Member] | |
Anti-dilutive securities | 561,158 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details ) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenue | $ 543,327 |
Cost of revenue | (160,310) |
Selling and marketing | |
General and administrative | (555,445) |
Impairment of property and equipment and right-of-use assets | (1,525,316) |
Income (loss) from discontinued operations | $ (1,697,744) |
MARKETABLE EQUITY SECURITIES (D
MARKETABLE EQUITY SECURITIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cost | $ 3,594,698 | $ 50,661 | |
Gross unrealized gains (losses) | 3,733,672 | ||
Gross realized gains (losses) | (805,156) | ||
Common Stock [Member] | |||
Cost | 15,225,347 | $ 1,505,686 | |
Gross unrealized gains (losses) | 3,733,672 | 1,083,532 | |
Gross realized gains (losses) | (805,156) | (26,235) | |
Fair value | $ 18,153,863 | $ 2,562,983 |
MARKETABLE EQUITY SECURITIES _2
MARKETABLE EQUITY SECURITIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales of marketable equity securities | $ (430,124) | $ (106,589) |
Realized gains on marketable equity securities | 397,331 | |
Unrealized gains on marketable equity securities | 1,959,791 | $ (365,359) |
Common Stock [Member] | ||
Balance at January 1, 2020 | 2,562,983 | |
Purchases of marketable equity securities in operations | 62,994,562 | |
Sales of marketable equity securities in operations | (54,124,898) | |
Sales of marketable equity securities | (430,124) | |
Realized gains on marketable equity securities | 4,891,601 | |
Unrealized gains on marketable equity securities | 2,259,739 | |
Balance at March 31, 2021 | $ 18,153,863 |
MARKETABLE EQUITY SECURITIES _3
MARKETABLE EQUITY SECURITIES (Details Narrative) - Stock Purchase Agreement [Member] - Naked Brand Group Limited [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Number of share purchase | shares | 47,058,824 |
Percentage of net proceeds from the sale | 99.00% |
Fair value of shares | $ 33,600,000 |
Stock purchase consideration payable | 33,300,000 |
Contract liability | $ 336,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment, gross | $ 9,878,038 | $ 5,465,366 |
Accumulated depreciation and amortization | (3,589,324) | (3,342,636) |
Property and equipment, net | 6,288,714 | 2,122,730 |
Cryptocurrency Machines and Related Equipment [Member] | ||
Property, plant and equipment, gross | 593,226 | 567,216 |
Computer Software and Related Equipment [Member] | ||
Property, plant and equipment, gross | 3,340,446 | 3,056,711 |
Office Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | 751,272 | 489,315 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 1,343,162 | $ 1,352,124 |
Land [Member] | ||
Property, plant and equipment, gross | 2,566,621 | |
Building [Member] | ||
Property, plant and equipment, gross | $ 1,283,311 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Depreciation expense | $ 162,000 | $ 175,000 | |
Michigan Cloud Data Center [Member] | |||
Purchase price | $ 3,900,000 | ||
Environmental remediation obligation | $ 300,000 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible assets gross | $ 5,612,138 | $ 5,682,771 |
Accumulated depreciation and amortization | (1,371,718) | (1,292,383) |
Intangible assets, net | 4,240,420 | 4,390,388 |
Trade Name and Trademark [Member] | ||
Intangible assets gross | 1,555,571 | 1,551,197 |
Customer List [Member] | ||
Intangible assets gross | 3,391,272 | 3,441,654 |
Domain Name and Other Intangible Assets [Member] | ||
Intangible assets gross | $ 665,295 | $ 689,920 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 104,000 | $ 83,000 |
GOODWILL (Details)
GOODWILL (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Balance as of January 1, 2021 | $ 9,645,686 |
Effect of exchange rate changes | (179,109) |
Balance as of March 31, 2021 | $ 9,466,577 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Investment in convertible promissory note of AVLP | $ 13,924,136 | $ 11,269,136 |
Short term advance in Alzamend | 750,000 | |
Investment in convertible promissory note of Alzamend | 50,000 | |
Investment in promissory note of Ault & Company | 2,500,000 | |
Accrued interest in promissory notes, related parties | 2,027,557 | 2,026,812 |
Total investment in promissory notes, related parties - gross | 18,451,693 | 14,095,948 |
Less: original issue discount | (1,560,302) | (3,870) |
Less: provision for loan losses | (3,423,608) | (3,423,608) |
Total investment in promissory notes, related parties | 13,467,783 | 10,668,470 |
Investment in derivative instruments of AVLP | 9,516,024 | 4,986,552 |
Investment in common stock of AVLP | 819,324 | 499,588 |
Investment in common stock and warrants of Alzamend | 4,487,091 | 653,251 |
Investments in derivatives and common stock, related parties | 14,822,439 | 6,139,391 |
Total investments, related parties - net | 28,290,222 | 16,807,861 |
Investments in derivatives and common stock, related parties | 14,822,439 | 6,139,391 |
Investment in promissory notes, related parties | 13,467,783 | 10,668,470 |
Total investment, related parties - net | $ 28,290,222 | $ 16,807,861 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair value of derivative instruments issued by AVLP | $ 678,769 | $ (4,411) |
Avalanche International Corp. [Member] | ||
Balance at January 1, 2021 | 16,807,861 | |
Investment in convertible promissory notes of AVLP | 1,094,698 | |
Investment in convertible promissory note of Alzamend | (50,000) | |
Investment in promissory note of Ault & Company | 2,500,000 | |
Investment in common stock of AVLP and Alzamend | 3,046,016 | |
Investment in warrants of Alzamend | 953,984 | |
Short term advance in Alzamend | (750,000) | |
Fair value of derivative instruments issued by AVLP | 1,560,302 | |
Unrealized gain in derivative instruments of AVLP | 2,969,170 | |
Unrealized loss in warrants of Alzamend | (13,086) | |
Unrealized gain in common stock of AVLP and Alzamend | 166,662 | |
Accretion of discount | 3,870 | |
Accrued Interest | 745 | |
Balance at March 31, 2021 | 28,290,222 | |
Avalanche International Corp. [Member] | Warrants and Common Stock [Member] | ||
Balance at January 1, 2021 | 6,139,391 | |
Investment in convertible promissory notes of AVLP | ||
Investment in convertible promissory note of Alzamend | ||
Investment in promissory note of Ault & Company | ||
Investment in common stock of AVLP and Alzamend | 3,046,016 | |
Investment in warrants of Alzamend | 953,984 | |
Short term advance in Alzamend | ||
Fair value of derivative instruments issued by AVLP | 1,560,302 | |
Unrealized gain in derivative instruments of AVLP | 2,969,170 | |
Unrealized loss in warrants of Alzamend | (13,086) | |
Unrealized gain in common stock of AVLP and Alzamend | 166,662 | |
Accretion of discount | ||
Accrued Interest | ||
Balance at March 31, 2021 | 14,822,439 | |
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Balance at January 1, 2021 | 10,668,470 | |
Investment in convertible promissory notes of AVLP | 1,094,698 | |
Investment in convertible promissory note of Alzamend | (50,000) | |
Investment in promissory note of Ault & Company | 2,500,000 | |
Investment in common stock of AVLP and Alzamend | ||
Investment in warrants of Alzamend | ||
Short term advance in Alzamend | (750,000) | |
Fair value of derivative instruments issued by AVLP | ||
Unrealized gain in derivative instruments of AVLP | ||
Unrealized loss in warrants of Alzamend | ||
Unrealized gain in common stock of AVLP and Alzamend | ||
Accretion of discount | 3,870 | |
Accrued Interest | 745 | |
Balance at March 31, 2021 | $ 13,467,783 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details 2) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Remaining contractual term (in years) | 5 years | |
Volatility | 86.30% | |
Expected dividend yield | 0.00% | |
Minimum [Member] | ||
Exercise price | $ 0.88 | |
Weighted average risk-free interest rate | 0.46% | |
Maximum [Member] | ||
Exercise price | $ 1.91 | |
Weighted average risk-free interest rate | 1.38% | |
Avalanche International Corp. [Member] | ||
Exercise price | $ 0.50 | |
Expected dividend yield | 0.00% | |
Avalanche International Corp. [Member] | Minimum [Member] | ||
Remaining contractual term (in years) | 1 year 8 months 5 days | |
Volatility | 68.70% | |
Weighted average risk-free interest rate | 0.13% | |
Avalanche International Corp. [Member] | Maximum [Member] | ||
Remaining contractual term (in years) | 5 years | |
Volatility | 104.60% | |
Weighted average risk-free interest rate | 2.98% |
INVESTMENTS - RELATED PARTIES_5
INVESTMENTS - RELATED PARTIES (Details Narrative) - USD ($) | Mar. 12, 2021 | Feb. 25, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 09, 2021 |
Net unrealized gain (loss) on derivative securities, related party | $ 2,969,170 | $ (1,242,094) | |||||
Provision for credit losses | 1,000,000 | ||||||
Avalanche International Corp. [Member] | |||||||
Unrealized gain (loss) on its investment | 1,900,000 | $ (1,100,000) | |||||
Net unrealized gain (loss) on derivative securities, related party | $ 3,000,000 | ||||||
Description of market capitalizations | Based on historical stock prices for similar technology companies with market capitalizations under $100 million. | ||||||
Avalanche International Corp. [Member] | Common Stock [Member] | |||||||
Closing price of stock | $ 0.82 | $ 0.50 | |||||
Number of shares owned | 999,175 | ||||||
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 12,500,000 | ||||||
Avalanche International Corp. [Member] | |||||||
Interest income from related party | 0 | 0 | |||||
Net unrealized gain (loss) on derivative securities, related party | $ 1,200,000 | ||||||
Avalanche International Corp. [Member] | Philou Ventures, LLC [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 13,900,000 | ||||||
Conversion price (in dollars per share) | $ 0.50 | ||||||
Interest rate | 12.00% | ||||||
Warrant term | 5 years | ||||||
Number of warrants purchased | 27,800,000 | ||||||
Avalanche International Corp. [Member] | Philou Ventures, LLC [Member] | Ownership [Member] | |||||||
Ownership percentage | 18.00% | ||||||
Alzamend. [Member] | |||||||
Short-term advance | $ 750,000 | ||||||
Convertible promissory note aggregate principal amount | $ 50,000 | ||||||
Conversion price (in dollars per share) | $ 3 | ||||||
Interest rate | 8.00% | ||||||
Warrant term | 5 years | ||||||
Number of warrants purchased | 16,667 | ||||||
Fair value of common stock | $ 1.50 | ||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | |||||||
Investment in common stock and warrants | $ 10,000,000 | ||||||
Funded amount | $ 4,000,000 | ||||||
Description of reamaining funded amount | The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. | ||||||
Description of agreement | Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. | ||||||
Convertible promissory note aggregate principal amount | $ 800,000 | ||||||
Unrealized gain (loss) on its investment | $ 236,000 | ||||||
Fair value of common stock | $ 1.14 | ||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Value of shares issued | $ 252,000 | ||||||
Number of shares acquired | 427,888 | ||||||
Alzamend. [Member] | DPW Holdings [Member] | Securities Purchase Agreement [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 800,000 | ||||||
Alzamend. [Member] | DPW Holdings [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Value of shares issued | $ 252,000 | ||||||
Number of shares acquired | 427,888 | ||||||
Ault & Company, Inc. [Member] | 8% Secured Promissory Note [Member] | |||||||
Principal amount | $ 2,500,000 | ||||||
Interest rate | 8.00% | ||||||
Due and payable date | Feb. 25, 2022 |
OTHER INVESTMENTS, RELATED PA_2
OTHER INVESTMENTS, RELATED PARTIES (Details Narrative) - USD ($) | Feb. 23, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Payments to acquire property | $ 4,348,871 | $ 155,981 | ||
Amortization expense | $ 20,044 | $ 677,022 | ||
Executive Chairman relocation benefit [Member] | ||||
Purchase price of residence | $ 2,700,000 | |||
Executive Chairman relocation benefit [Member] | Subsequent Event [Member] | ||||
Loss on the subsequent sale | $ 254,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Exercise Price Range $480.00 - $560.00 [Member] | |
Exercise Price, lower limit | $ 480 |
Exercise Price, upper limit | $ 560 |
Options Outstanding | shares | 894 |
Weighted Average Remaining Contractual Life (Years) | 4 years 8 months 12 days |
Weighted Average Exercise Price, Outstanding | $ 537.34 |
Options, Exercisable | shares | 695 |
Weighted Average Exercise Price, Exercisable | $ 530.84 |
Exercise Price Range $1,208.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 1,208 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 25 |
Weighted Average Remaining Contractual Life (Years) | 3 years |
Weighted Average Exercise Price, Outstanding | $ 1,336 |
Options, Exercisable | shares | 25 |
Weighted Average Exercise Price, Exercisable | $ 1,336 |
Exercise Price Range $480.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 919 |
Weighted Average Remaining Contractual Life (Years) | 4 years 7 months 24 days |
Weighted Average Exercise Price, Outstanding | $ 559.07 |
Options, Exercisable | shares | 720 |
Weighted Average Exercise Price, Exercisable | $ 558.82 |
Issuances Outside Of Plans [Member] | |
Exercise Price, upper limit | $ 1.79 |
Options Outstanding | shares | 850,000 |
Weighted Average Remaining Contractual Life (Years) | 9 years 5 months 19 days |
Weighted Average Exercise Price, Outstanding | $ 1.79 |
Options, Exercisable | shares | 0 |
Weighted Average Exercise Price, Exercisable | $ 0 |
Total Options [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 850,919 |
Weighted Average Remaining Contractual Life (Years) | 9 years 5 months 19 days |
Weighted Average Exercise Price, Outstanding | $ 2.39 |
Options, Exercisable | shares | 720 |
Weighted Average Exercise Price, Exercisable | $ 558.82 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Shares Available for Grant | ||
Beginning balance | 6,693 | |
Forfeited | [1] | |
Exercised | ||
Ending balance | 6,693 | |
Number of Shares | ||
Beginning balance | 925 | |
Forfeited | (6) | [1] |
Ending balance | 919 | |
Weighted Average Exercise Price | ||
Beginning balance | $ / shares | $ 564.43 | |
Forfeited | $ / shares | 1,352 | [1] |
Ending balance | $ / shares | $ 559.07 | |
Weighted Average Remaining Contractual Life | ||
Beginning balance | 4 years 10 months 13 days | |
Ending balance | 4 years 7 months 24 days | |
Aggregate Intrinsic Value | ||
Ending balance | $ | $ 0 | |
[1] | Includes options that were issued pursuant to the Company's 2002 Plan and are not available for future issuance. |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2021 | |
Exercise Price $0.00 [Member] | ||
Exercse price (in dollars per share) | ||
Number warrant outstanding | 6,500 | |
Weighted average remaining contractual life (years) | 3 years 18 months | |
Number of warrant exercisable | 6,500 | |
Exercise Price $0.88 - $1.91 [Member] | ||
Number warrant outstanding | 3,237,016 | |
Weighted average remaining contractual life (years) | 4 years 18 days | |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 1.43 | |
Number of warrant exercisable | 3,237,016 | |
Exercise Price $8.00 - $19.80 [Member] | ||
Number warrant outstanding | 53,452 | |
Weighted average remaining contractual life (years) | 3 years 1 month 17 days | |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 12.74 | |
Number of warrant exercisable | 53,452 | |
Exercise Price $440 - $920 [Member] | ||
Number warrant outstanding | 16,225 | |
Weighted average remaining contractual life (years) | 1 year 11 months 12 days | |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 733.40 | |
Number of warrant exercisable | 16,225 | |
Exercise Price $1,040 - $2,000 [Member] | ||
Number warrant outstanding | 2,367 | |
Weighted average remaining contractual life (years) | 1 year 11 months 5 days | |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 1,404.85 | |
Number of warrant exercisable | 2,367 | |
Exercise Price $0.88 - $2,000 [Member] | ||
Number warrant outstanding | 3,315,560 | |
Weighted average remaining contractual life (years) | 4 years 7 days | |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 6.19 | |
Number of warrant exercisable | 3,315,560 | |
Minimum [Member] | Exercise Price $0.88 - $1.91 [Member] | ||
Exercse price (in dollars per share) | $ 0.88 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 0.88 | |
Minimum [Member] | Exercise Price $8.00 - $19.80 [Member] | ||
Exercse price (in dollars per share) | 8 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 8 | |
Minimum [Member] | Exercise Price $440 - $920 [Member] | ||
Exercse price (in dollars per share) | 440 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 440 | |
Minimum [Member] | Exercise Price $1,040 - $2,000 [Member] | ||
Exercse price (in dollars per share) | 1,040 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 1,040 | |
Minimum [Member] | Exercise Price $0.88 - $2,000 [Member] | ||
Exercse price (in dollars per share) | 0.88 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 0.88 | |
Maximum [Member] | Exercise Price $0.88 - $1.91 [Member] | ||
Exercse price (in dollars per share) | 1.91 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 1.91 | |
Maximum [Member] | Exercise Price $8.00 - $19.80 [Member] | ||
Exercse price (in dollars per share) | 19.80 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 19.80 | |
Maximum [Member] | Exercise Price $440 - $920 [Member] | ||
Exercse price (in dollars per share) | 920 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 920 | |
Maximum [Member] | Exercise Price $1,040 - $2,000 [Member] | ||
Exercse price (in dollars per share) | 2,000 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | 2,000 | |
Maximum [Member] | Exercise Price $0.88 - $2,000 [Member] | ||
Exercse price (in dollars per share) | 2,000 | |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 2,000 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Remaining contractual term (in years) | 5 years |
Volatility | 86.30% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Exercise price | $ 0.88 |
Weighted average risk-free interest rate | 0.46% |
Maximum [Member] | |
Exercise price | $ 1.91 |
Weighted average risk-free interest rate | 1.38% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 1 Months Ended |
Nov. 19, 2020shares | |
Warrant [Member] | |
Number of prohibited warrants to purchase shares | 2,627,394 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,497,374 | $ 1,411,728 |
Warranty liability | 91,043 | 90,640 |
Other accrued expenses | 248,520 | 287,457 |
Total | $ 1,836,937 | $ 1,789,825 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 4,816,798 | |
Operating lease liability - current | 855,933 | $ 524,326 |
Operating lease liability - non-current | $ 4,020,877 | $ 3,854,573 |
LEASES (Details 1)
LEASES (Details 1) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 345,755 |
Short-term lease cost | |
Variable lease cost |
LEASES (Details 2)
LEASES (Details 2) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 346,864 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 6 years 4 months 24 days |
Weighted-average discount rate - operating leases | 9.00% |
LEASES (Details 3)
LEASES (Details 3) | Mar. 31, 2021USD ($) |
Payments due by period | |
2021 (remainder) | $ 1,033,945 |
2022 | 1,292,334 |
2023 | 992,390 |
2024 | 914,693 |
2025 | 697,692 |
Thereafter | 1,793,975 |
Total lease payments | 6,725,029 |
Less interest | (1,848,219) |
Present value of lease liabilities | $ 4,876,810 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Discount rate | 9.00% |
Office Space And Restaurant [Member] | |
Lease options to terminate | Within 1 year. |
Office Space And Restaurant [Member] | Minimum [Member] | |
Lease terms | 2 months |
Office Space And Restaurant [Member] | Maximum [Member] | |
Lease terms | 11 years |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total notes payable | $ 2,473,723 | $ 4,384,509 |
Less: current portion | (2,154,676) | (4,048,009) |
Notes payable - long-term portion | 319,047 | 336,500 |
Esousa Purchased Notes [Member] | ||
Total notes payable | 200,000 | |
Short Term Notes Payable [Member] | ||
Total notes payable | 1,087,491 | 1,088,899 |
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | 174,290 | 182,615 |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 185,546 | 196,597 |
Paycheck Protection Program Loans [Member] | ||
Total notes payable | 447,201 | 1,162,302 |
SBA Economic Injury Disaster Loan [Member] | ||
Total notes payable | 150,000 | 150,000 |
Short Term Bank Credit [Member] | ||
Total notes payable | $ 429,195 | $ 1,404,096 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 11, 2021 | Apr. 30, 2020 |
Loss on extinguishment | $ 481,533 | $ (463,134) | |||
Paycheck Protection Program Loan [Member] | |||||
Principal amount | $ 715,000 | $ 715,000 | |||
Investor [Member] | Common Stock [Member] | |||||
Number of shares issued (in shares) | 183,214 | ||||
Value of shares issued | $ 200,000 | ||||
Loss on extinguishment | $ 15,948 | ||||
Microphase Corporation [Member] | Paycheck Protection Program Loan [Member] | |||||
Principal amount | $ 467,000 |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable [Abstract] | ||
Notes payable, related parties | $ 215,572 | $ 239,355 |
Less: current portion | (149,489) | (187,818) |
Notes payable, related parties - long-term portion | $ 66,083 | $ 51,537 |
NOTES PAYABLE - RELATED PARTI_4
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable from related parties | $ 149,489 | $ 187,818 |
Microphase Corporation [Member] | ||
Notes payable from related parties | 33,000 | |
Notes payable outstanding | $ 248,000 | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 3.00% | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 6.00% |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Unamortized debt discounts | $ (253,673) | $ (273,717) |
Total convertible notes payable, net of financing cost | 406,327 | 386,283 |
4% Convertible Promissory Notes [Member] | ||
Total convertible notes payable | $ 660,000 | $ 660,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) | May 20, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)Number | Mar. 31, 2020USD ($) |
Debt discount amount | $ 406,896 | ||
Interest expense | $ 20,000 | $ 20,000 | |
Risk Free Interest Rate [Member] | |||
Estimated fair value of warrants | Number | 2.18 | ||
Price Volatility [Member] | |||
Estimated fair value of warrants | Number | 87.51 | ||
4% Convertible Promissory Note [Member] | Investor [Member] | Securities Purchase Agreement [Member] | |||
Principal amount | $ 660,000 | ||
Interest rate on debt | 4.00% | ||
Maturity date | May 20, 2024 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 12 | ||
Debt discount amount | $ 58,000 | ||
Debt convertible beneficial conversion feature amount | $ 188,000 | ||
Aggregate purchase price of debt | $ 500,000 | ||
Number of common stock issued | shares | 12,500 | ||
Warrant tem | 5 years | ||
Share price (in dollars per share) | $ / shares | $ 4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 28, 2018 | Mar. 31, 2021 |
Ding Gu [Member] | ||
Damages amount | $ 1,100,000 | |
Blockchain Mining Supply And Services, Ltd [Member] | ||
Damages amount | $ 1,388,495 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Mar. 05, 2021 | Jan. 31, 2021 | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, authorized | 25,000,000 | ||||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | ||||
Preferred stock outstanding | 23,500,000 | ||||
Esousa Holdings, LLC [Member] | |||||
Principal amount | $ 200,000 | ||||
Accrued interest | 16,000 | ||||
Loss on extinguishment | $ 234,000 | ||||
Number of shares issued upon debt conversion | 183,214 | ||||
2021 Sales Agreement [Member] | |||||
Aggregate offering price | $ 200,000,000 | ||||
Number of common shares issued | 21,600,000 | ||||
Value of common shares issued | $ 125,000,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | $ 0.001 | |||
Preferred stock issued | 7,040 | 7,040 | |||
Preferred stock outstanding | 7,040 | 7,040 | |||
Series B Convertible Preferred Stock [Member] | |||||
Preferred stock, authorized | 500,000 | 500,000 | |||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | $ 0.001 | |||
Preferred stock issued | 125,000 | 125,000 | |||
Preferred stock outstanding | 125,000 | 125,000 | |||
Series C Preferred Stock [Member] | |||||
Convertible preferred stock, authorized | 2,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 12, 2021 | Feb. 25, 2021 | Feb. 23, 2021 | Mar. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 09, 2021 |
Provision for losses | $ 1,000,000 | ||||||||
MTIX Limited [Member] | |||||||||
Proceeds from sale of shares | $ 1,200,000 | ||||||||
MTIX Limited [Member] | Multiplex Laser Surface Enhancement [Member] | |||||||||
Purchase order | $ 50,000,000 | ||||||||
AVLP [Member] | Loan And Security Agreement [Member] | |||||||||
Principal amount | $ 13,900,000 | ||||||||
Number of shares acquired | 999,175 | ||||||||
Contractual interest receivable | $ 2,000,000 | ||||||||
Unrealized gain | $ 71,000 | ||||||||
Number of warrants purchased | 27,800,000 | ||||||||
Provision for losses | $ 3,400,000 | ||||||||
AVLP [Member] | Loan And Security Agreement [Member] | Convertible Promissory Note [Member] | |||||||||
Interest rate on debt | 12.00% | ||||||||
Alzamend. [Member] | |||||||||
Short-term advance | $ 750,000 | ||||||||
Convertible promissory note aggregate principal amount | $ 50,000 | ||||||||
Fair value of common stock | $ 1.50 | ||||||||
Interest rate on debt | 8.00% | ||||||||
Number of warrants purchased | 16,667 | ||||||||
Warrant tem | 5 years | ||||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | |||||||||
Investment in common stock and warrants | $ 10,000,000 | ||||||||
Funded amount | $ 4,000,000 | ||||||||
Description of reamaining funded amount | The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. | ||||||||
Description of agreement | Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. | ||||||||
Convertible promissory note aggregate principal amount | $ 800,000 | ||||||||
Fair value of common stock | $ 1.14 | ||||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||
Number of shares acquired | 427,888 | ||||||||
Amount of shares issued | $ 252,000 | ||||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | DPW Holdings [Member] | |||||||||
Convertible promissory note aggregate principal amount | $ 800,000 | ||||||||
Unrealized gain | $ 236,000 | ||||||||
Alzamend. [Member] | Securities Purchase Agreement [Member] | DPW Holdings [Member] | Common Stock [Member] | |||||||||
Number of shares acquired | 427,888 | ||||||||
Amount of shares issued | $ 252,000 | ||||||||
Ault & Company, Inc. [Member] | 8% Secured Promissory Note [Member] | |||||||||
Principal amount | $ 2,500,000 | ||||||||
Interest rate on debt | 8.00% | ||||||||
Due and payable date | Feb. 25, 2022 | ||||||||
Ault & Company, Inc. [Member] | 8% Secured Promissory Note [Member] | Series B Preferred Stock [Member] | |||||||||
Number of shares issued (in shares) | 125,000 | ||||||||
Mr. Ault's [Member] | CALIFORNIA | |||||||||
Purchase amount of residence | $ 2,700,000 |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue | $ 7,904,511 | $ 5,569,282 | |
Revenue, lending and trading activities | 5,210,222 | 36,152 | |
Revenue, cryptocurrency mining | 129,896 | ||
Total revenues | 13,244,629 | 5,605,434 | |
Depreciation and amortization expense | 265,843 | 258,232 | |
Loss from operations | 1,200,993 | (2,929,784) | |
Capital expenditures for segment assets | 4,348,871 | 155,981 | |
Identifiable assets | 234,030,409 | 37,765,708 | $ 75,643,382 |
Operating Segments [Member] | GWW [Member] | |||
Revenue | 6,350,019 | 4,387,447 | |
Revenue, lending and trading activities | |||
Revenue, cryptocurrency mining | |||
Total revenues | 6,350,019 | 4,387,447 | |
Depreciation and amortization expense | 213,217 | 150,014 | |
Loss from operations | 211,658 | 95,756 | |
Capital expenditures for segment assets | 92,268 | 138,672 | |
Identifiable assets | 29,838,776 | 20,827,301 | |
Operating Segments [Member] | Coolisys [Member] | |||
Revenue | 1,382,349 | 1,181,835 | |
Revenue, lending and trading activities | |||
Revenue, cryptocurrency mining | |||
Total revenues | 1,382,349 | 1,181,835 | |
Depreciation and amortization expense | 6,810 | 108,218 | |
Loss from operations | (200,332) | (218,544) | |
Capital expenditures for segment assets | 669 | ||
Identifiable assets | 1,720,894 | 15,352,192 | |
Operating Segments [Member] | Ault Alliance [Member] | |||
Revenue | 172,143 | ||
Revenue, lending and trading activities | 5,210,222 | 36,152 | |
Revenue, cryptocurrency mining | 129,896 | ||
Total revenues | 5,512,261 | 36,152 | |
Depreciation and amortization expense | 45,816 | ||
Loss from operations | 4,033,013 | (35,713) | |
Capital expenditures for segment assets | 4,256,603 | 16,640 | |
Identifiable assets | $ 202,470,739 | $ 1,586,215 |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenues by Major Customer | $ 13,244,629 | $ 5,605,434 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Total Revenues by Major Customer | $ 2,107,072 | $ 1,854,295 |
Percentage of Total Company Revenues | 16.00% | 33.00% |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | May 12, 2021 | Apr. 22, 2021 | Apr. 13, 2021 | Apr. 14, 2021 |
Naked Brand Group Limited [Member] | ||||
Number of shares issued | 47,058,824 | |||
Proceeds from sale of shares | $ 29,300,000 | |||
Description of sale of stock | DP Lending sold 47,058,824 shares of Naked Brand Group Limited for gross proceeds of $29.3 million. DP Lending remitted 99% of the proceeds to the institutional investor and retained 1% or $293,000, which will be recorded as revenue in April 2021. | |||
8% Convertible Promissory Note [Member] | Common Stock [Member] | Ault & Company, Inc. [Member] | ||||
Principal amount | $ 400,000 | |||
Interest rate on debt | 8.00% | |||
Number of shares issued | 275,862 | |||
Maturity date | Feb. 5, 2020 | |||
AVLP Loan Agreement [Member] | ||||
Increase amount under loan agreement | $ 15,000,000 | |||
Extended agreement date | Dec. 31, 2023 | |||
Principal amount | $ 13,924,136 | |||
Number of warrants purchased | 27,848,272 | |||
Warrant tem | 5 years | |||
Warrant exercise price (in dollars per share) | $ 0.50 | |||
AVLP Loan Agreement [Member] | Convertible Promissory Note [Member] | ||||
Interest rate on debt | 12.00% |