Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-12711 | |
Entity Registrant Name | AULT GLOBAL HOLDINGS, INC. | |
Entity Central Index Key | 0000896493 | |
Entity Tax Identification Number | 94-1721931 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11411 Southern Highlands Pkwy #240 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89141 | |
City Area Code | (949) | |
Local Phone Number | 444-5464 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | DPW | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,924,987 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 44,047,000 | $ 18,680,000 |
Marketable equity securities | 49,931,000 | 2,563,000 |
Accounts receivable | 5,115,000 | 3,852,000 |
Accounts and other receivable, related party | 1,196,000 | 1,196,000 |
Accrued revenue | 1,857,000 | 1,696,000 |
Inventories | 3,842,000 | 3,374,000 |
Prepaid expenses and other current assets | 7,987,000 | 2,988,000 |
TOTAL CURRENT ASSETS | 113,975,000 | 34,349,000 |
Intangible assets, net | 4,069,000 | 4,390,000 |
Goodwill | 9,606,000 | 9,646,000 |
Property and equipment, net | 29,550,000 | 2,123,000 |
Right-of-use assets | 5,201,000 | 4,318,000 |
Investment in promissory notes, related parties | 19,194,000 | 10,668,000 |
Investments in common stock and warrants, related parties | 24,911,000 | 6,139,000 |
Investments in debt and equity securities | 9,924,000 | 262,000 |
Investment in limited partnership | 1,869,000 | 1,869,000 |
Loans receivable | 5,877,000 | 750,000 |
Other investments, related parties | 780,000 | 803,000 |
Other assets | 765,000 | 326,000 |
TOTAL ASSETS | 225,721,000 | 75,643,000 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 9,361,000 | 10,579,000 |
Accounts payable and accrued expenses, related party | 26,000 | 36,000 |
Operating lease liability, current | 1,014,000 | 524,000 |
Revolving credit facility | 125,000 | |
Notes payable, net | 1,697,000 | 4,048,000 |
Notes payable, related parties | 188,000 | |
Convertible notes payable, related party | 400,000 | |
Warrant liability | 4,322,000 | 4,192,000 |
Other current liabilities | 3,608,000 | 1,790,000 |
TOTAL CURRENT LIABILITIES | 20,028,000 | 21,882,000 |
LONG-TERM LIABILITIES | ||
Operating lease liability, non-current | 4,265,000 | 3,855,000 |
Notes payable | 336,000 | |
Notes payable, related parties | 52,000 | |
Convertible notes payable | 447,000 | 386,000 |
TOTAL LIABILITIES | 24,740,000 | 26,511,000 |
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 331,886,000 | 171,396,000 |
Accumulated deficit | (120,066,000) | (121,396,000) |
Accumulated other comprehensive loss | (9,631,000) | (1,718,000) |
Treasury stock, at cost | (2,773,000) | |
TOTAL AULT GLOBAL HOLDINGS STOCKHOLDERS’ EQUITY | 199,479,000 | 48,310,000 |
Non-controlling interest | 1,502,000 | 822,000 |
TOTAL STOCKHOLDERS’ EQUITY | 200,981,000 | 49,132,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 225,721,000 | 75,643,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Series B Convertible Preferred Stock, $10 stated value per share, | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Series B Convertible Preferred Stock, $10 stated value per share, | ||
Common Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized; | 63,000 | 28,000 |
Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized; |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized | 25,000,000 | |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 25 | $ 25 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 7,040 | 7,040 |
Preferred Stock, Shares Issued | 7,040 | 7,040 |
Preferred Stock, Redemption Amount | $ 176,000 | $ 176,000 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 125,000 | 125,000 |
Preferred Stock, Shares Issued | 125,000 | 125,000 |
Preferred Stock, Liquidation Preference, Value | $ 1,250,000 | $ 1,250,000 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 63,346,921 | |
Common Stock, Shares, Issued | 63,346,921 | 27,753,562 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common Stock, Shares, Issued | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ (30,794,000) | $ 5,676,000 | $ 44,580,000 | $ 16,682,000 |
Cost of revenue | 5,271,000 | 3,736,000 | 16,657,000 | 11,085,000 |
Gross profit (loss) | (36,065,000) | 1,940,000 | 27,923,000 | 5,597,000 |
Operating expenses | ||||
Research and development | 524,000 | 469,000 | 1,657,000 | 1,372,000 |
Selling and marketing | 1,993,000 | 260,000 | 4,740,000 | 893,000 |
General and administrative | 11,292,000 | 2,836,000 | 24,376,000 | 8,656,000 |
Total operating expenses | 13,809,000 | 3,565,000 | 30,773,000 | 10,921,000 |
Loss from continuing operations | (49,874,000) | (1,625,000) | (2,850,000) | (5,324,000) |
Other income (expenses) | ||||
Interest income | 125,000 | 102,000 | 176,000 | 139,000 |
Accretion of discount on note receivable, related party | 4,210,000 | 4,210,000 | ||
Interest expense | (140,000) | (2,366,000) | (475,000) | (4,414,000) |
Change in fair value of marketable equity securities | (750,000) | (29,000) | (705,000) | (58,000) |
Realized gain on marketable securities | 30,000 | 428,000 | ||
Gain (loss) on extinguishment of debt | (12,823,000) | 929,000 | (13,298,000) | |
Change in fair value of warrant liability | 259,000 | (130,000) | (6,000) | |
Total other income (expenses), net | 3,734,000 | (15,116,000) | 4,433,000 | (17,637,000) |
Income (loss) from continuing operations before income taxes | (46,140,000) | (16,741,000) | 1,583,000 | (22,961,000) |
Income tax (provision) benefit | 3,366,000 | 6,000 | (144,000) | 18,000 |
Net income (loss) from continuing operations | (42,774,000) | (16,735,000) | 1,439,000 | (22,943,000) |
Net loss from discontinued operations, net of taxes | (1,698,000) | |||
Net income (loss) | (42,774,000) | (16,735,000) | 1,439,000 | (24,641,000) |
Net loss attributable to non-controlling interest | (96,000) | (93,000) | ||
Net income (loss) attributable to Ault Global Holdings | (42,870,000) | (16,735,000) | 1,346,000 | (24,641,000) |
Preferred dividends | (4,000) | (3,000) | (13,000) | (10,000) |
Net income (loss) available to common stockholders | $ (42,874,000) | $ (16,738,000) | $ 1,333,000 | $ (24,651,000) |
Basic net income (loss) per common share: | ||||
Continuing operations | $ (0.73) | $ (1.69) | $ 0.03 | $ (3.40) |
Discontinued operations | (0.25) | |||
Net income (loss) per common share | (0.73) | (1.69) | 0.03 | (3.65) |
Diluted net income (loss) per common share: | ||||
Continuing operations | (0.73) | (1.69) | 0.03 | (3.40) |
Discontinued operations | (0.25) | |||
Net income (loss) per common share | $ (0.73) | $ (1.69) | $ 0.03 | $ (3.65) |
Weighted average basic common shares outstanding | 58,987,000 | 9,879,000 | 49,714,000 | 6,759,000 |
Weighted average diluted common shares outstanding | 58,987,000 | 9,879,000 | 50,145,000 | 6,759,000 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | $ (182,000) | $ 44,000 | $ (141,000) | $ (8,000) |
Net unrealized gain (loss) on derivative securities of related party | (4,849,000) | 1,561,000 | (7,773,000) | 1,080,000 |
Other comprehensive income (loss) | (5,031,000) | 1,605,000 | (7,914,000) | 1,072,000 |
Total comprehensive loss | (47,905,000) | (15,133,000) | (6,581,000) | (23,579,000) |
Revenue [Member] | ||||
Total revenue | 7,803,000 | 5,705,000 | 24,272,000 | 16,709,000 |
Revenue Cryptocurrency Mining [Member] | ||||
Total revenue | 272,000 | 693,000 | ||
Lending And Trading Activities [Member] | ||||
Total revenue | $ (38,869,000) | $ (29,000) | $ 19,615,000 | $ (27,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Treasury Stock [Member] | Total |
BALANCES, January 1, 2020 at Dec. 31, 2019 | $ 3,000 | $ 101,099,000 | $ (88,650,000) | $ (5,511,000) | $ 8,000 | $ 6,949,000 | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 132,040 | 3,318,390 | ||||||
Options | 61,000 | 61,000 | ||||||
Cash for exchange fees and other financing costs | (25,000) | (25,000) | ||||||
Net loss | (24,641,000) | (24,641,000) | ||||||
Preferred dividends | (10,000) | (10,000) | ||||||
in related party | 1,080,000 | 1,080,000 | ||||||
Foreign currency translation adjustments | (8,000) | (8,000) | ||||||
Net income attributable to non-controlling interest | ||||||||
Other | (1,000) | (1,000) | ||||||
BALANCES, September 30, 2020 at Sep. 30, 2020 | $ 11,000 | 122,244,000 | (113,302,000) | (4,439,000) | 8,000 | 4,522,000 | ||
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 132,040 | 11,473,410 | ||||||
Common stock | 182,000 | 182,000 | ||||||
Stock based compensation: Common Stock (Shares) | 102,500 | |||||||
of debt | $ 7,000 | 16,704,000 | 16,711,000 | |||||
Issuance of common stock for conversion of debt (in shares) | 7,238,729 | |||||||
with convertible notes | 82,000 | 82,000 | ||||||
with convertible notes | 3,173,000 | 3,173,000 | ||||||
short term advances, related party | $ 1,000 | 739,000 | 740,000 | |||||
Issuance of common stock in payment of short term advances, related party (in shares) | 660,667 | |||||||
accrued liabilities | 229,000 | 229,000 | ||||||
Issuance of common stock in payment of accrued liabilities (in shares) | 153,124 | |||||||
BALANCES, January 1, 2020 at Jun. 30, 2020 | $ 6,000 | 105,626,000 | (96,565,000) | (6,044,000) | 8,000 | 3,031,000 | ||
Shares, Outstanding, Beginning Balance at Jun. 30, 2020 | 132,040 | 6,112,117 | ||||||
Options | 20,000 | 20,000 | ||||||
Cash for exchange fees and other financing costs | (25,000) | (25,000) | ||||||
Net loss | (16,735,000) | (16,735,000) | ||||||
Preferred dividends | (3,000) | (3,000) | ||||||
in related party | 1,561,000 | 1,561,000 | ||||||
Foreign currency translation adjustments | 45,000 | 44,000 | ||||||
Net income attributable to non-controlling interest | ||||||||
Other | 1,000 | 1,000 | ||||||
BALANCES, September 30, 2020 at Sep. 30, 2020 | $ 11,000 | 122,244,000 | (113,302,000) | (4,439,000) | 8,000 | 4,522,000 | ||
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 132,040 | 11,473,410 | ||||||
Common stock | 109,000 | 109,000 | ||||||
Stock based compensation: Common Stock (Shares) | 37,500 | |||||||
of debt | $ 5,000 | 14,017,000 | 14,022,000 | |||||
Issuance of common stock for conversion of debt (in shares) | 5,323,793 | |||||||
with convertible notes | 15,000 | 15,000 | ||||||
with convertible notes | 2,482,000 | 2,482,000 | ||||||
BALANCES, January 1, 2020 at Dec. 31, 2020 | $ 28,000 | 171,396,000 | (121,396,000) | (1,718,000) | 822,000 | 49,132,000 | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 132,040 | 27,753,562 | ||||||
Issuance of common stock for restricted stock awards | ||||||||
Issuance of common stock for restricted stock awards (in Shares) | 449,373 | |||||||
Options | 1,833,000 | 1,833,000 | ||||||
Restricted stock awards | 2,312,000 | 2,312,000 | ||||||
Issuance of stock options at Gresham Worldwide | 587,000 | 587,000 | ||||||
Issuance of common stock for cash | $ 35,000 | 160,448,000 | 160,483,000 | |||||
Issuance of common stock for cash (in shares) | 34,684,910 | |||||||
Cash for exchange fees and other financing costs | (4,952,000) | (4,952,000) | ||||||
Adjustment to treasury stock for holdings in investment partnerships | $ (2,773,000) | $ (2,773,000) | ||||||
Comprehensive loss: | ||||||||
Net loss | 1,346,000 | $ 1,346,000 | ||||||
Preferred dividends | (13,000) | (13,000) | ||||||
in related party | (7,773,000) | (7,773,000) | ||||||
Foreign currency translation adjustments | (141,000) | (141,000) | ||||||
Net income attributable to non-controlling interest | 93,000 | 93,000 | ||||||
Other | (3,000) | 1,000 | (2,000) | |||||
BALANCES, September 30, 2020 at Sep. 30, 2021 | $ 63,000 | 331,886,000 | (120,066,000) | (9,631,000) | 1,502,000 | (2,773,000) | 200,981,000 | |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 132,040 | 63,346,921 | ||||||
of convertible notes payable | 449,000 | 449,000 | ||||||
Issuance of common stock for conversion of convertible notes payable (in shares) | 183,214 | |||||||
of convertible notes payable, related party | 400,000 | 400,000 | ||||||
Issuance of common stock for conversion of convertible notes payable related party (in shares) | 275,862 | |||||||
BALANCES, January 1, 2020 at Jun. 30, 2021 | $ 56,000 | 311,759,000 | (77,190,000) | (4,600,000) | 1,364,000 | 231,389,000 | ||
Shares, Outstanding, Beginning Balance at Jun. 30, 2021 | 132,040 | 56,159,963 | ||||||
Issuance of common stock for restricted stock awards | ||||||||
Issuance of common stock for restricted stock awards (in Shares) | 449,373 | |||||||
Options | 1,794,000 | 1,794,000 | ||||||
Restricted stock awards | 2,312,000 | 2,312,000 | ||||||
Issuance of stock options at Gresham Worldwide | 42,000 | 42,000 | ||||||
Issuance of common stock for cash | $ 7,000 | 16,432,000 | 16,439,000 | |||||
Issuance of common stock for cash (in shares) | 6,737,585 | |||||||
Cash for exchange fees and other financing costs | (411,000) | (411,000) | ||||||
Adjustment to treasury stock for holdings in investment partnerships | (2,773,000) | (2,773,000) | ||||||
Net loss | (42,870,000) | (42,870,000) | ||||||
Preferred dividends | (4,000) | (4,000) | ||||||
in related party | (4,849,000) | (4,849,000) | ||||||
Foreign currency translation adjustments | (182,000) | (182,000) | ||||||
Net income attributable to non-controlling interest | 96,000 | 96,000 | ||||||
Other | (2,000) | (2,000) | ||||||
BALANCES, September 30, 2020 at Sep. 30, 2021 | $ 63,000 | $ 331,886,000 | $ (120,066,000) | $ (9,631,000) | $ 1,502,000 | $ (2,773,000) | $ 200,981,000 | |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 132,040 | 63,346,921 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,439,000 | $ (24,641,000) |
Less: Net loss from discontinued operations | (1,698,000) | |
Net income (loss) from continuing operations | 1,439,000 | (22,943,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 711,000 | 357,000 |
Amortization | 296,000 | 252,000 |
Amortization of right-of-use assets | 683,000 | 47,000 |
Amortization, related party | 23,000 | |
Interest expense – debt discount | 61,000 | 2,379,000 |
(Gain) loss on extinguishment of debt | (929,000) | 2,749,000 |
Change in fair value of warrant liability | (259,000) | |
Accretion of original issue discount on notes receivable – related party | (4,213,000) | 21,000 |
Accretion of original issue discount on notes receivable | (366,000) | (5,000) |
Increase in accrued interest on notes receivable – related party | (119,000) | |
Stock-based compensation | 4,732,000 | 272,000 |
Realized losses on other investments | 28,000 | |
Realized gains on sale of marketable securities | (15,154,000) | (23,000) |
Unrealized losses on marketable equity securities | 6,353,000 | 132,000 |
Unrealized gains on equity securities – related party | (6,150,000) | (25,000) |
Unrealized (gains) losses on equity securities | (2,795,000) | 73,000 |
Changes in operating assets and liabilities: | ||
Marketable equity securities | (34,196,000) | |
Accounts receivable | (1,270,000) | (591,000) |
Accrued revenue | (166,000) | 600,000 |
Inventories | (492,000) | (199,000) |
Prepaid expenses and other current assets | (5,155,000) | (750,000) |
Other assets | (407,000) | (86,000) |
Accounts payable and accrued expenses | (1,073,000) | 11,986,000 |
Accounts payable, related parties | (9,000) | (26,000) |
Other current liabilities | 2,210,000 | 408,000 |
Lease liabilities | (666,000) | (13,000) |
Net cash used in continuing operating activities | (56,911,000) | (5,357,000) |
Net cash provided by discontinued operating activities | 1,000 | |
Net cash used in operating activities | (56,911,000) | (5,356,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (28,145,000) | (554,000) |
Investment in promissory notes, related parties | (4,994,000) | (517,000) |
Investments in common stock and warrants, related parties | (19,590,000) | (93,000) |
Investment in real property, related party | (2,670,000) | |
Proceeds from sale of investment in real property, related party | 2,670,000 | |
Sales of marketable equity securities | 430,000 | 144,000 |
Purchase of marketable equity securities | (2,144,000) | |
Proceeds from loans receivable | 140,000 | |
Investments in debt and equity securities | (14,287,000) | (13,000) |
Net cash used in investing activities | (68,730,000) | (893,000) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock | 160,483,000 | |
Financing cost in connection with sales of equity securities | (4,952,000) | (25,000) |
Proceeds from convertible notes payable | 100,000 | |
Proceeds from notes payable | 724,000 | 7,122,000 |
Proceeds from short-term advances | 570,000 | |
Payments on short-term advances | (30,000) | |
Proceeds from short-term advances – related party | 653,000 | |
Payments on short-term advances – related party | (230,000) | |
Payments on notes payable | (2,263,000) | (289,000) |
Payments on advances on future receipts | (762,000) | |
Payments of preferred dividends | (13,000) | (10,000) |
Purchase of treasury stock | (2,773,000) | |
Payments on revolving credit facilities, net | (125,000) | (44,000) |
Net cash provided by financing activities | 151,081,000 | 7,055,000 |
Effect of exchange rate changes on cash and cash equivalents | (73,000) | (15,000) |
Net increase in cash and cash equivalents | 25,367,000 | 791,000 |
Cash and cash equivalents at beginning of period | 18,680,000 | 483,000 |
Cash and cash equivalents at end of period | 44,047,000 | 1,274,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 712,000 | 101,000 |
Non-cash investing and financing activities: | ||
Cancellation of convertible notes payable into shares of common stock | ||
Cancellation of notes payable into shares of common stock | 449,000 | 16,711,000 |
Payment of accounts payable with digital currency | 119,000 | |
Issuance of common stock in payment of liability | 229,000 | |
of common stock | 740,000 | |
payment of accrued expenses | 420,000 | |
Conversion of debt and equity securities to marketable securities | 2,656,000 | |
Conversion of loans to debt and equity securities | 150,000 | |
of common stock | $ 400,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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, Inc., was incorporated in September 2017. Ault Global is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global was founded by Milton “Todd” Ault III, its Executive Chairman and is led by Mr. Ault, William B. Horne, its Chief Executive Officer and Vice Chairman and Henry Nisser, its President and General Counsel. Together, they constitute the Executive Committee, which manages the day-to-day operations of the holding company. The Company’s long-term objective is to maximize per share intrinsic value. All major investment and capital allocation decisions are made for the Company by Mr. Ault and the Executive Committee. The Company has three reportable segments: · Gresham Worldwide (“GWW”) – defense solutions, · TurnOnGreen – commercial electronics solutions, and · Ault Alliance – Bitcoin mining, data center operations, commercial lending and media. 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 form merger pursuant to an agreement and plan of merger dated January 7, 2021. The merger and resulting name change did not affect the rights of security holders of the Company. The Company’s common stock continues to be listed on the NYSE American under the symbol “DPW”. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | 2. LIQUIDITY AND FINANCIAL CONDITION As of September 30, 2021, the Company had cash and cash equivalents of $ 44.0 million 93.9 201.0 million 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 | 9 Months Ended |
Sep. 30, 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 the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s 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 (the “SEC”) 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 and nine months ended September 30, 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. Variable Interest Entities For Variable Interest Entities (“VIEs”), the Company assesses whether it is the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb the losses or the right to receive the benefits that could potentially be significant to the entity. The Company evaluates its business relationships with related parties to identify potential VIEs under ASC 810 “Consolidation”. The Company consolidates VIEs in which it is considered to be the primary beneficiary. Entities are considered to be the primary beneficiary if they have both of the following characteristics: (i) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance, and (ii) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The Company’s judgment with respect to its level of influence or control of an entity involves the consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, the size of its investment, estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the joint venture, if applicable. Treasury Stock The shares of Company stock attributable to the Company’s limited partner interest in Ault Alpha LP (the “Alpha Fund”) are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Disaggregation
Revenue Disaggregation | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 September 30, 2021: Three Months ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 1,415,000 $ 1,103,000 $ 608,000 $ 3,126,000 Europe 1,848,000 (97,000 ) - 1,751,000 Middle East 2,949,000 - - 2,949,000 Other 161,000 88,000 - 249,000 Revenue from contracts with customers 6,373,000 1,094,000 608,000 8,075,000 Revenue, lending and trading activities - - (38,869,000 ) (38,869,000 ) Total revenue $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Major Goods RF/microwave filters $ 630,000 $ - $ - $ 630,000 Detector logarithmic video amplifiers 905,000 - - 905,000 Power supply units 1,256,000 1,094,000 - 2,350,000 Power supply systems 545,000 - - 545,000 Healthcare diagnostic systems 97,000 - - 97,000 Defense systems 2,940,000 - - 2,940,000 Digital currency mining - - 272,000 272,000 Other - - 336,000 336,000 Revenue from contracts with customers 6,373,000 1,094,000 608,000 8,075,000 Revenue, lending and trading activities - - (38,869,000 ) (38,869,000 ) Total revenue $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Timing of Revenue Recognition Goods transferred at a point in time $ 3,336,000 $ 1,094,000 $ 607,000 $ 5,037,000 Services transferred over time 3,037,000 - - 3,037,000 Revenue from contracts with customers $ 6,373,000 $ 1,094,000 $ 607,000 $ 8,074,000 The Company’s disaggregated revenues consist of the following for the three months ended September 30, 2020: Three Months ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 1,740,000 $ 1,136,000 $ - $ 2,876,000 Europe 246,000 1,000 - 247,000 Middle East 2,233,000 - - 2,233,000 Other 110,000 239,000 - 349,000 Revenue from contracts with customers 4,329,000 1,376,000 - 5,705,000 Revenue, lending and trading activities - - (29,000 ) (29,000 ) Total revenue $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Major Goods RF/microwave filters $ 1,341,000 $ - $ - $ 1,341,000 Detector logarithmic video amplifiers 441,000 - - 441,000 Power supply units - 1,376,000 - 1,376,000 Power supply systems 316,000 - - 316,000 Healthcare diagnostic systems 262,000 - - 262,000 Defense systems 1,969,000 - - 1,969,000 Revenue from contracts with customers 4,329,000 1,376,000 - 5,705,000 Revenue, lending and trading activities - - (29,000 ) (29,000 ) Total revenue $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Timing of Revenue Recognition Goods transferred at a point in time $ 2,096,000 $ 1,376,000 $ (29,000 ) $ 3,443,000 Services transferred over time 2,233,000 - - 2,233,000 Revenue from contracts with customers $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 The Company’s disaggregated revenues consisted of the following for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 5,444,000 $ 3,600,000 $ 1,459,000 $ 10,503,000 Europe 5,600,000 318,000 — 5,918,000 Middle East 7,845,000 — — 7,845,000 Other 309,000 390,000 — 699,000 Revenue from contracts with customers 19,198,000 4,308,000 1,459,000 24,965,000 Revenue, lending and trading activities 19,615,000 19,615,000 Total revenue $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Major Goods RF/microwave filters $ 2,921,000 $ — $ — $ 2,921,000 Detector logarithmic video amplifiers 1,049,000 — — 1,049,000 Power supply units 1,734,000 4,308,000 — 6,042,000 Power supply systems 5,253,000 — — 5,253,000 Healthcare diagnostic systems 510,000 — — 510,000 Defense systems 7,731,000 — — 7,731,000 Digital currency mining 693,000 693,000 Other — — 766,000 766,000 Revenue from contracts with customers 19,198,000 4,308,000 1,459,000 24,965,000 Revenue, lending and trading activities 19,615,000 19,615,000 Total revenue $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Timing of Revenue Recognition Goods transferred at a point in time $ 10,957,000 $ 4,308,000 $ 1,459,000 $ 16,724,000 Services transferred over time 8,241,000 — — 8,241,000 Revenue from contracts with customers $ 19,198,000 $ 4,308,000 $ 1,459,000 $ 24,965,000 The Company’s disaggregated revenues consisted of the following for the nine months ended September 30, 2020: Nine Months ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 5,110,000 $ 3,102,000 $ - $ 8,212,000 Europe 694,000 288,000 - 982,000 Middle East 6,838,000 - - 6,838,000 Other 264,000 413,000 - 677,000 Revenue from contracts with customers 12,906,000 3,803,000 - 16,709,000 Revenue, lending and trading activities - - (27,000 ) (27,000 ) Total revenue $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 Major Goods RF/microwave filters $ 3,887,000 $ - $ - $ 3,887,000 Detector logarithmic video amplifiers 1,319,000 - - 1,319,000 Power supply units - 3,803,000 - 3,803,000 Power supply systems 863,000 - - 863,000 Healthcare diagnostic systems 785,000 - - 785,000 Defense systems 6,052,000 - - 6,052,000 Revenue from contracts with customers 12,906,000 3,803,000 - 16,709,000 Revenue, lending and trading activities - - (27,000 ) (27,000 ) Total revenue $ 2,906,000 $ ,803,000 $ (27,000 ) $ ,682,000 Timing of Revenue Recognition Goods transferred at a point in time $ 6,068,000 $ 3,803,000 $ (27,000 ) $ 9,844,000 Services transferred over time 6,838,000 - - 6,838,000 Revenue from contracts with customers $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 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 title transfers to the customer. Generally products are shipped FOB shipping point and title transfers to the customer at the time the products are placed on a common carrier. 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 Accounting Standards Codification (“ASC”) 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services For manufacturing services, which include revenues generated by the Company’s subsidiary, Enertec Systems 2001 Ltd (“Enertec”), and in certain instances, revenues generated by the Company’s subsidiary, Gresham Power Electronics Ltd., 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. Lending and Trading Activities Lending Activities Ault Alliance, Inc. (“Ault Alliance”), through its wholly owned subsidiary Digital Power Lending, LLC (“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. Trading Activities Ault Alliance, through DP Lending, generates revenue from trading activities primarily through sales of securities that have appreciated since their acquisition. 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 and trading activities. Blockchain Mining The Company has executed contracts with digital asset mining pools 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 fractional 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 to add a block to the blockchain. 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. All consideration is variable. The Company cannot determine, during the course of solving for a block, that a reversal of revenue is not probable and therefore revenue is recognized when 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. 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 promulgated 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 depreciation and electricity costs are recorded as a component of cost of revenues. |
fair value of financial instrum
fair value of financial instruments | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 16,574,000 $ - $ - $ 16,574,000 Investment in term promissory note of Ault & 2,620,000 - - 2,620,000 Investments in common stock of AVLP – a 60,000 - - 60,000 Investment in common stock and warrants of 24,851,000 20,781,000 - 4,070,000 Investments in marketable equity securities 49,931,000 49,931,000 - - Investments in debt and equity securities 9,924,000 - - 9,924,000 Total Investments $ 103,960,000 $ 70,712,000 $ - $ 33,248,000 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 10,668,000 $ — $ — $ 10,668,000 Investments in common stock and warrants of 5,486,000 500,000 — 4,986,000 Investment in common stock and warrants of 653,000 — — 653,000 Investments in marketable equity securities 2,563,000 2,563,000 — — Investments in debt and equity securities 262,000 — — 262,000 Total Investments $ 19,632,000 $ 3,063,000 $ — $ 16,569,000 The Company assesses 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 The Company considers 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 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, the Company evaluates, 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, the Company employs a systematic methodology that considers available quantitative and qualitative evidence. In addition, the Company considers specific adverse conditions related to the financial health of, and business outlook for, the investee. If the Company has plans to sell the security or it is more likely than not that the Company 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, the Company may incur future impairments. Equity Investments The following discusses the Company’s marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities. The Company’s 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 the Company uses quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of the Company’s 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 the Company estimates 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 the Company holds. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3. The Company performs a qualitative assessment on a periodic basis and recognizes 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 nine months ended September 30, 2021: Investments in debt and equity securities Balance at January 1, 2021 $ 262,000 Investment in convertible promissory notes 3,850,000 Investment in convertible preferred stock 2,850,000 Initial valuation of acquired warrants 2,673,000 Change in fair value of warrants 995,000 Conversion of loans to debt and equity securities 150,000 Unrealized gains on debt and equity securities 1,800,000 Conversion to marketable securities (2,656,000 ) Balance at September 30, 2021 $ 9,924,000 See Note 13 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 nine months ended September 30, 2021. |
Net incomE (Loss) per Share
Net incomE (Loss) per Share | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2021 are calculated as follows: For the Nine Months Ended September 30, 2021 Income Shares Per-Share (Numerator) (Denominator) Amount Net income attributable to Ault Global Holdings $ 1,346,000 Less: Preferred stock dividends (13,000 ) Basic earnings per share Net income available to common stockholders 1,333,000 49,714,000 $ 0.03 Effect of dilutive securities Restricted stock grants - 431,000 Diluted earnings per share Income available to common stockholders plus assumed conversions $ 1,333,000 50,145,000 $ 0.03 Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, excluding the nine months ended September 30, 2021, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2021 and 2020: September 30, 2021 2020 Stock options 4,761,000 1,000 Warrants 5,936,000 3,582,000 Convertible notes 165,000 1,396,000 Conversion of preferred stock 2,000 2,000 Total 10,864,000 4,981,000 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 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, Inc. (“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 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 the Company’s 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 Nine Months Ended September 30, 2020 Revenue $ 543,000 Cost of revenue (160,000 ) Selling and marketing — General and administrative (556,000 ) Impairment of property and equipment and right-of-use assets (1,525,000 ) Loss from discontinued operations $ (1,698,000 ) |
Marketable Equity Securities
Marketable Equity Securities | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Equity Securities | |
Marketable Equity Securities | 8. Marketable Equity Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2021 and December 31, 2020: Marketable equity securities at September 30, 2021 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 55,233,000 $ 2,112,000 $ (7,414,000 ) $ 49,931,000 Marketable equity securities at December 31, 2020 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 1,506,000 $ 1,083,000 $ (26,000 ) $ 2,563,000 Marketable Equity Securities The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2021 $ 2,563,000 Purchases of marketable equity securities in operations 338,620,000 Purchases of marketable equity securities 2,144,000 Conversion of debt securities to marketable securities 2,656,000 Sales of marketable equity securities in operations (303,923,000 ) Sales of marketable equity securities (430,000 ) Realized gains on marketable equity securities 19,040,000 Realized losses on marketable equity securities (4,386,000 ) Unrealized gains on marketable equity securities (6,353,000 ) Balance at September 30, 2021 $ 49,931,000 At September 30, 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. At September 30, 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 99 DP 47,058,824 |
LOANS RECEIVABLE
LOANS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Loans Receivable | |
LOANS RECEIVABLE | 9. LOANS RECEIVABLE Loans receivable are summarized as follows September 30, 2021 December 31, 2020 Loans receivable before allowances and discounts $ 9,114,000 $2,032,000 Allowances for uncollectible loans (1,281,000 ) (1,281,000) Unamortized discounts (1,956,000 ) (1,000) Loans receivable $ 5,877,000 $750,000 DP Lending provides commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses. Activity related to loans receivable for the nine months ended September 30, 2021 is summarized as follows: Loans Receivable Balance at January 1, 2021 $ 750,000 Investment in convertible promissory notes 4,923,000 Accretion of discount 366,000 Foreign currency loss (8,000 ) Conversion to marketable securities (154,000 ) Balance at September 30, 2021 $ 5,877,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 10. PROPERTY AND EQUIPMENT, NET During the quarter ended September 30, 2021, the Company executed contracts to purchase 4,000 Antminer S-19 Pro Bitcoin miners. As of September 30, 2021, the Company had received 1,000 of the Bitcoin miners. The remaining 3,000 units are expected to be delivered at a rate of 300 units per month between October 2021 and July 2022 7.3 million 18.1 million 433,000 1.2 million At September 30, 2021 and December 31, 2020, property and equipment consisted of: September 30, 2021 December 31, 2020 Cryptocurrency machines and related equipment $ 20,362,000 $ 567,000 Computer, software and related equipment 4,364,000 3,057,000 Office furniture and equipment 702,000 490,000 Land 2,567,000 — Building 1,439,000 — Leasehold improvements 4,229,000 1,352,000 33,663,000 5,466,000 Accumulated depreciation and amortization (4,113,000 ) (3,343,000 ) Property and equipment, net $ 29,550,000 $ 2,123,000 For the nine months ended September 30, 2021 and 2020, depreciation expense amounted to $ 711,000 357,000 Acquisition of Michigan Cloud Data Center On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of Ault Alliance, closed on the acquisition of a 617,000 3.9 million 369,000 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 11. INTANGIBLE ASSETS, NET At September 30, 2021 and December 31, 2020 intangible assets consisted of: Useful Life September 30, 2021 December 31, 2020 Trade name and trademark Indefinite life $ 1,544,000 $ 1,551,000 Customer list 10 14 3,421,000 3,441,000 Domain name and other intangible assets 5 688,000 690,000 5,653,000 5,682,000 Accumulated depreciation and amortization (1,584,000 ) (1,292,000 ) Intangible assets, net $ 4,069,000 $ 4,390,000 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 $ 296,000 252,000 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Following Table Summarizes Changes In Companys Goodwill During Nine Months Ended September 30 2021 | |
GOODWILL | 12. GOODWILL The following table summarizes the changes in the Company’s goodwill during the nine months ended September 30, 2021: Goodwill Balance as of January 1, 2021 $ 9,646,000 Effect of exchange rate changes (40,000 ) Balance as of September 30, 2021 $ 9,606,000 |
INVESTMENTS _ RELATED PARTIES
INVESTMENTS – RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Investments Related Parties | |
INVESTMENTS – RELATED PARTIES | 13. INVESTMENTS – RELATED PARTIES Investments in AVLP, Alzamend and Ault & Company at September 30, 2021 and December 31, 2020, are comprised of the following: Investment in Promissory Notes, Related Parties Interest Due September 30, December 31, Rate Date 2021 2020 Investment in convertible promissory note of AVLP 12% December 31, 2023 $ 16,549,000 $ 11,269,000 Short-term advance in Alzamend - 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 8% February 25, 2022 2,500,000 - Accrued interest receivable, AVLP 2,025,000 2,025,000 Accrued interest receivable, Ault & Company and Alzamend 120,000 2,000 Total investment in promissory notes, related parties – gross 21,194,000 14,096,000 Less: original issue discount - (4,000 ) Less: provision for loan losses, AVLP (2,000,000 ) (3,424,000 ) Total investment in promissory notes, related parties $ 19,194,000 $ 10,668,000 Investment in Common Stock and Warrants, Related Parties Weighted Avg. Remaining September 30, December 31, Contractual Term 2021 2020 Investment in warrants of AVLP 2.9 years $ - $ 4,986,000 Investment in common stock of AVLP 60,000 500,000 Investment in warrants of Alzamend 4.7 years 4,070,000 11,000 Investment in common stock of Alzamend 20,781,000 642,000 Total investment in common stock and warrants, related parties $ 24,911,000 $ 6,139,000 The following table summarizes the changes in the Company’s investments in AVLP, Alzamend and Ault & Company during the nine months ended September 30, 2021: Investment in Investment in promissory notes Total warrants and and advances investment in common stock of AVLP, AVLP, Alzamend of AVLP and Alzamend and and Ault & Alzamend Ault & Company Company, net Balance at January 1, 2021 $ 6,139,000 $ 10,668,000 $ 16,807,000 Investment in convertible promissory notes of AVLP — 2,494,000 2,494,000 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 16,118,000 — 16,118,000 Investment in warrants of Alzamend 1,490,000 — 1,490,000 Short-term advance in Alzamend — (750,000 ) (750,000 ) Fair value of warrants issued by AVLP 2,786,000 — 2,786,000 Unrealized loss in warrants of AVLP (7,772,000 ) — (7,772,000 ) Unrealized gain in warrants of Alzamend 2,568,000 — 2,568,000 Unrealized gain in common stock of AVLP and Alzamend 3,582,000 — 3,582,000 Accretion of discount — 4,213,000 4,213,000 Accrued interest — 119,000 119,000 Balance at September 30, 2021 $ 24,911,000 $ 19,194,000 $ 44,105,000 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, warrants and shares of AVLP common stock. As of September 30, 2021, loans to AVLP totaled $ 16.5 million 12 33.1 0.50 five During the nine months ended September 30, 2021, the Company recorded an unrealized loss of $ 7.7 million Fair Value Assessment of Convertible Notes - AVLP During the nine months ended September 30, 2021 and 2020, no interest income was recognized from the Company’s investment in convertible promissory notes 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. At September 30, 2021, the Company determined that the fair value of the convertible promissory notes in AVLP was $ 16.6 million Fair Value Assessment of Common Stock – AVLP In aggregate, the Company has 999,175 shares of AVLP common stock which represents 18.0 As a result of new rules implemented by the SEC, which became effective September 28, 2021, shares of AVLP were no longer eligible for quotation on the “Pink – No Information” tier operated by the OTC Markets Group, Inc. Under the new rules, companies like AVLP are required to have current financial information publicly available for brokers to publish competing quotes and provide continuous market making. As AVLP does not have financial information publicly available, AVLP was removed from the Pink Market, which resulted in almost a complete loss of liquidity for shares of AVLP common stock. Shares of AVLP are available only through the “Expert Market” tier operated by the OTC Markets Group, in which quotes are “unsolicited only.” That means broker-dealers can publish unsolicited quotes representing limit orders from customers who are not affiliates or insiders of the issuer. However, many broker-dealers will not effectuate trades in securities that are not eligible for competing quotes, such as those on the Expert Market tier. Quotations in Expert Market tier securities are only made available to broker-dealers, institutions and other sophisticated investors. Securities that are on Expert Market tier do not have trading bid and ask prices and share trading volumes publicly quoted. As a result, any transactions would be unknown to the public marketplace and would not provide stockholders with a reliable market value for their shares. At September 30, 2021, the Company estimated the fair value of AVLP’s common stock was $0.06 per share, a decrease from $0.50 at December 31, 2020. Based upon the estimated fair value of AVLP common stock at September 30, 2021, the Company’s investment in AVLP common stock had an unrealized loss of $688,000. Variable Interest Entity Considerations - AVLP The Company has determined that AVLP is a 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 the Company’s financial position and results of operations. Extension of AVLP Loan Agreement On April 13, 2021, the AVLP Loan Agreement was increased to up to $ 15 20 Investments in Alzamend Common Stock and Warrants The following table summarizes the changes in the Company’s investments in Alzamend common stock during the nine months ended September 30, 2021: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2021 427,888 $ 1.50 $ 642,000 Purchase of shares from an Alzamend shareholder 62,500 $ 0.80 50,000 March 9, 2021 securities purchase agreement 4,000,000 $ 1.13 4,510,000 Investment in Alzamend initial public offering 2,000,000 $ 5.00 10,000,000 Open market purchases after initial public offering 230,000 $ 7.17 1,648,000 Unrealized gain in common stock of Alzamend 3,849,000 Investment in Alzamend common stock 6,720,388 $ 3.08 20,699,000 Investment in Alzamend options 82,000 Balance at September 30, 2021 $ 20,781,000 At December 31, 2020, the Company had provided Alzamend a short-term advance of $ 750,000 50,000 8 16,667 five On March 9, 2021, DP Lending entered into a securities purchase agreement with Alzamend to invest $ 10.0 800,000 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. 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 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. On June 15, 2021, Alzamend closed an initial public offering at a price to the public of $ 5.00 2 10 On July 28, 2021, Alzamend received from the U.S. Food and Drug Administration a “Study May Proceed” letter for a Phase 1 study under the Alzamend’s Investigational New Drug application for AL001, a lithium-based ionic cocrystal oral therapy for patients with dementia related to mild, moderate, and severe cognitive impairment associated with Alzheimer’s disease. Based on the achievement of this milestone, under the March 9, 2021 securities purchase agreement, Alzamend sold an additional 1,333,333 shares of its common stock to DPL for $2 million, or $1.50 per share, and issued to DPL warrants to acquire 666,667 shares of Alzamend common stock with an exercise price of $3.00 per share. At September 30, 2021, the fair value of Alzamend’s common stock was $3.08 based on the closing price of Alzamend’s common stock. Based upon the fair value of Alzamend common stock at September 30, 2021, during the nine months ended September 30, 2021, the Company recorded an unrealized gain of $3.8 million related to its investment in Alzamend common stock. In conjunction with the March 2021 securities purchase agreement, Alzamend issued to the Company warrants to purchase 1,333,334 shares of Alzamend common stock at an exercise price of $3.00 per share for a period of five years. The Company computed the fair value of Alzamend warrants using the Black-Scholes option pricing model. During the nine months ended September 30, 2021, the Company recorded an unrealized gain on its investment in warrants of Alzamend of $2.6 million. The Company’s investment in Alzamend will be revalued on each balance sheet date. Fair Value Assessment of Alzamend Warrants The fair value of the Company’s holdings in the 2,016,667 Alzamend warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: Exercise price $ 3.00 Remaining contractual term (in years) 3.9 4.8 Volatility 86.3 Weighted average risk free interest rate 0.76 0.98 Expected dividend yield 0 Significant Fluctuation in the Fair Value of Investment in Alzamend Revenues from the Company’s trading activities during the nine months ended September 30, 2021 included significant net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in the Company’s periodic earnings. At September 30, 2021, the fair value of Alzamend’s common stock was $3.08 based on the closing price of Alzamend’s common stock. Based upon the fair value of Alzamend common stock at September 30, 2021, during the three months ended September 30, 2021, the Company recorded an unrealized loss of $27.4 million related to its investment in Alzamend common stock and during the nine months ended September 30, 2021, the Company recorded an unrealized gain of $3.8 million related to its investment in Alzamend common stock. During the three months ended September 30, 2021, the Company recorded an unrealized loss on its investment in warrants of Alzamend of $6.0 million and during the nine months ended September 30, 2021, the Company recorded an unrealized gain on its investment in warrants of Alzamend of $2.6 million. The Company’s investment in Alzamend will be revalued on each balance sheet date. Investment in Ault & Company On February 25, 2021, Ault & Company, a related party, sold and issued an 8 2.5 million |
INVESTMENT PARTNERSHIP
INVESTMENT PARTNERSHIP | 9 Months Ended |
Sep. 30, 2021 | |
INVESTMENT PARTNERSHIP | 14. INVESTMENT PARTNERSHIP Investments in the Alpha Fund During fiscal year 2021, the Company has invested in the Alpha Fund. The Alpha Fund operates as a private investment fund. The general partner of the Alpha Fund, Ault Alpha GP LLC (“Alpha GP”) is owned by Ault Capital Management LLC (the “Investment Manager”), which also acts as the investment manager to the Alpha Fund. The Investment Manager is owned by Ault & Company, Inc. (“Ault & Co.”). Messrs. Ault, Horne and Nisser as well as Kenneth Cragun, who serve as executive officers and/or directors of the Company, are executive officers of the Investment Manager, and Messrs. Ault, Horne and Nisser are executive officers and directors of Ault & Company. As of September 30, 2021, the Company subscribed for $ 10 7.5 million The Company consolidates Alpha Fund as a VIE due to its significant level of influence and control of Alpha Fund, the size of its investment, and its ability to participate in policy making decisions, the Company is considered the primary beneficiary of the VIE. Investments by Alpha Fund The Alpha Fund has purchased shares of the Company’s common stock in open market transactions. As of September 30, 2021, the Alpha Fund owned 1,000,000 shares of the Company’s common stock, accounted for as treasury stock as of September 30, 2021. |
EXECUTIVE CHAIRMAN RELOCATION B
EXECUTIVE CHAIRMAN RELOCATION BENEFIT | 9 Months Ended |
Sep. 30, 2021 | |
Executive Chairman Relocation Benefit | |
EXECUTIVE CHAIRMAN RELOCATION BENEFIT | 15. EXECUTIVE CHAIRMAN RELOCATION BENEFIT On February 23, 2021, as part of a relocation benefit for the Company’s 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 254,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION The options outstanding as of September 30, 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 $ 2.51 1,760,000 9.90 $ 2.51 141,900 $ 2.51 $ 480 560 894 4.20 $ 537.34 774 $ 533.84 $ 1,208 1,352 25 2.50 $ 1,336.00 25 $ 1,336.00 $ 480 1,352 1,760,919 9.90 $ 2.80 142,699 $ 5.63 Issuances Outside of Plans $ 1.79 850,000 8.97 $ 1.79 569,591 $ 1.79 $ 2.46 2.55 2,150,000 9.58 $ 2.54 - - $ 1.79 2.55 3,000,000 9.41 $ 2.33 569,591 $ 1.79 Total Options $ 1.79 1,856 4,760,919 9.59 $ 2.50 712,290 $ 2.56 The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the three and nine months ended September 30, 2021 and 2020, was comprised as follows Three Months Ended Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 4,148,000 $ 20,000 $ 4,732,000 $ 272,000 Total stock-based compensation $ 4,148,000 $ 20,000 $ 4,732,000 $ 272,000 A summary of option activity under the Company’s stock option plans as of September 30, 2021, and changes during the nine months ended are as follows Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2020 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 463 (463 ) 780.54 January 1, 2021 6,693 925 $ 564.43 4.87 $ 0 Authorized 7,500,000 Stock options granted (1,760,000 ) 1,760,000 $ 2.51 Restricted stock awards (1,070,000 ) — Forfeited 6 (6 ) $ 1,352 September 30, 2021 4,676,699 1,760,919 $ 2.80 9.90 $ 0 As of September 30, 2021, there was $ 3.3 million 3.54 GWW Stock-Based Compensation On May 25, 2021, GWW issued to Jonathan Read, its Chief Executive Officer, and Timothy Long, its Chief Operating Officer, options to purchase an aggregate total of 100,000 14.64 four 1,000,000 700,000 500,000 500,000 100,000 42,000 587,000 472,000 2.7 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
WARRANTS | 17. WARRANTS During the nine months ended September 30, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at September 30, 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 2.50 $ — 6,500 $ — $ 0.88 3.01 5,864,410 2.99 $ 1.81 5,864,410 $ 1.81 $ 8.00 19.80 53,452 2.63 $ 12.74 53,452 $ 12.74 $ 440 920 16,225 1.45 $ 733.40 16,225 $ 733.40 $ 1,040 2,000 2,367 1.43 $ 1,404.85 2,367 $ 1,404.85 $ 0.88 2,000 5,942,954 3.98 $ 4.46 5,942,954 $ 4.46 The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2021 Exercise price $ 0.88 3.01 Remaining contractual term (in years) 1.4 5.0 Volatility 86.3 104.6 Risk free interest rate 0.17 1.38 Expected dividend yield 0 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | 18. OTHER CURRENT LIABILITIES Other current liabilities at September 30, 2021 and December 31, 2020 consisted of September 30, 2021 December 31, 2020 Accrued payroll and payroll taxes $ 3,213,000 $ 1,412,000 Warranty liability 90,000 91,000 Deferred tax liability - 18,000 Other accrued expenses 305,000 269,000 $ 3,608,000 $ 1,790,000 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | 19. LEASES The Company has operating leases for office space. The Company’s leases have remaining lease terms of 1.5 years to ten years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. The following table provides a summary of leases by balance sheet category as of September 30, 2021 September 30, 2021 Operating right-of-use assets $ 5,201,000 Operating lease liability - current 1,014,000 Operating lease liability - non-current 4,265,000 The components of lease expenses for the nine months ended September 30, 2021, were as follows Nine Months Ended September 30, 2021 Operating lease cost $ 1,025,000 Short-term lease cost — Variable lease cost — T he following tables provides a summary of other information related to leases for the nine months ended September 30, 2021: September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,025,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ — Weighted-average remaining lease term - operating leases 6.4 Weighted-average discount rate - operating leases 8.0 % The Company determined that using a weighted average discount rate of 8% 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 the Company’s non-cancellable operating leases as of September 30, 2021, were as follows: Payments due by period 2021 (remainder) $ 380,000 2022 1,428,000 2023 1,130,000 2024 1,018,000 2025 751,000 Thereafter 2,180,000 Total lease payments 6,887,000 Less interest (1,608,000 ) Present value of lease liabilities $ 5,279,000 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
NOTES PAYABLE | 20. NOTES PAYABLE Notes payable at September 30, 2021 and December 31, 2020, were comprised of the following Interest Due September 30, December 31, Esousa purchased notes $ - $ 200,000 Short-term notes payable 12.0% Past Due 660,000 1,089,000 Notes payable to Wells Fargo - 183,000 Note payable to Dept. of Economic and Community Development - 196,000 Paycheck Protection Program Loans - 1,162,000 SBA Economic Injury Disaster Loan - 150,000 Short-term bank credit 3.9% 2021 1,037,000 1,404,000 Total notes payable $ 1,697,000 $ 4,384,000 Less: current portion (1,697,000 ) (4,048,000 ) Notes payable – long-term portion $ - $ 336,000 Master Exchange Agreement On February 10, 2020, the Company entered into a master exchange agreement (the “Master Exchange Agreement”) with Esousa Holdings, LLC (“Esousa”) which acquired certain promissory notes that had been previously issued by the Company. During January 2021, the Company issued to Esousa an aggregate of 183,214 216,000 234,000 Paycheck Protection Program During April 2020, the Company received loans under the Paycheck Protection Program (“PPP”) in the principal amount of $ 715,000 715,000 . On May 20, 2021, Microphase received forgiveness in the principal amount of $ 467,000 . |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | 21. NOTES PAYABLE – RELATED PARTIES Notes payable – related parties at September 30, 2021 and December 31, 2020, were comprised of the followin September 30, 2021 December 31, 2020 Notes payable, related parties $ — $ 240,000 Less: current portion — (188,000 ) Notes payable, related parties – long-term portion $ — $ 52,000 Microphase was party to several notes payable agreements with six of its past officers, employees and their family members. As of September 30, 2021, the related party notes payable were paid in full. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes | |
CONVERTIBLE NOTES | 22. CONVERTIBLE NOTES Convertible notes payable at September 30, 2021 and December 31, 2020, were comprised of the following Interest Rate Due Date September 30, December 31, Convertible promissory note 4% May 13, 2024 $ 660,000 $ 660,000 Less: Unamortized debt discounts (213,000 ) (274,000 ) Total convertible notes payable, net of financing cost $ 447,000 $ 386,000 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 4 660,000 five 12,500 4.00 12.00 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 $ 58,000 beneficial conversion feature (“BCF”) 188,000 In aggregate, the Company recorded a debt discount in the amount of $ 407,000 40,000 2.18 87.51 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 23. 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 the Company’s subsidiary, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against the Company and the Company’s 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 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. On June 2, 2021, the Company and its subsidiary filed a motion to dismiss the amended complaint in its entirety as against the Company, and the promissory estoppel claim as against the subsidiary. 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 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, which is included in accounts payable and accrued expenses. An unfavorable outcome may have a material adverse effect on the Company’s 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 the Company and the Company’s 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 the Company, 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 28, 2021, the Court conducted oral argument in connection with the motion to dismiss. During the oral argument, the Court informed the parties that the Court was dismissing the fraud claim, in its entirety, and provided Plaintiffs an opportunity to amend their fraud claim within sixty days of the date of the oral argument. The Court reserved decision on the other causes of action. 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 the Company’s 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 believes 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 SEC 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. The Company is 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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 24. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25.0 million 0.001 1.0 500,000 2,500 As of , there were 7,040 125,000 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 34.7 160.5 million Issuance of Common Stock for Conversion of Debt During January 2021, the Company issued to Esousa an aggregate of 183,214 200,000 16,000 234,000 Issuance of Common Stock for Convertible Promissory Note, Related Party On May 12, 2021, the Company issued 275,862 400,000 Securities Purchase Agreement, Related Party On June 11, 2021, the Company entered into a securities purchase agreement with Ault & Company. Under the terms of the agreement, Ault & Company agreed to purchase an aggregate of 1,000,000 2.99 million 2.99 |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 25. 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 loss from operations due to the Company’s corporate expenses. Three Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Revenue $ 6,373,000 $ 1,094,000 $ 336,000 $ 7,803,000 Revenue, lending and trading activities — — (38,869,000 ) (38,869,000 ) Revenue, cryptocurrency mining — — 272,000 272,000 Total revenues $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Depreciation and amortization expense $ 213,000 $ 6,000 $ 151,000 $ 370,000 Income (loss) from operations $ 19,000 $ (408,000 ) $ (41,872,000 ) $ (42,261,000 ) Capital expenditures for segment assets, as of September 30, 2021 $ 120,000 $ - $ 22,435,000 $ 22,555,000 Identifiable assets as of September 30, 2021 $ 30,584,000 $ 3,811,000 $ 192,326,000 $ 225,721,000 Three Months Ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Revenue $ 4,329,000 $ 1,376,000 $ — $ 5,705,000 Revenue, lending and trading activities — — (29,000 ) (29,000 ) Total revenues $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Depreciation and amortization expense $ 171,000 $ 11,000 $ — $ 182,000 Income (loss) from operations $ 119,000 $ (27,000 ) $ (122,000 ) $ (30,000 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,000 $ 26,000 $ - $ 554,000 Identifiable assets as of September 30, 2020 $ 21,186,000 $ 21,010,000 $ 1,450,000 $ 43,646,000 Nine Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Revenue $ 19,198,000 $ 4,308,000 $ 766,000 $ 24,272,000 Revenue, lending and trading activities — — 19,615,000 19,615,000 Revenue, cryptocurrency mining — — 693,000 693,000 Total revenues $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Depreciation and amortization expense $ 641,000 $ 19,000 $ 347,000 $ 1,007,000 Income (loss) from operations $ (766,000 ) $ (490,000 ) $ 11,220,000 $ 9,964,000 Capital expenditures for segment assets, as of September 30, 2021 $ 686,000 $ - $ 27,459,000 $ 28,145,000 Identifiable assets as of September 30, 2021 $ 30,584,000 $ 3,811,000 $ 191,326,000 $ 225,721,000 Nine Months Ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Revenue $ 12,906,000 $ 3,803,000 $ — $ 16,709,000 Revenue, lending and trading activities — — (27,000 ) (27,000 ) Total revenues $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 Depreciation and amortization expense $ 479,000 $ 130,000 $ — $ 609,000 Income (loss) from operations $ 119,000 $ (27,000 ) $ (122,000 ) $ (30,000 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,000 $ 26,000 $ — $ 554,000 Identifiable assets as of September 30, 2020 $ 21,186,000 $ 21,009,000 $ 1,450,000 $ 43,645,000 Concentration Risk The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2021 and 2020 to a single customer from which 10% or more of total revenues are derived For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 2,635,000 9 % $ 6,819,000 15 % For the Nine Months Ended For the Nine Months Ended September 30, 2020 September 30, 2020 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,863,000 33 % $ 5,596,000 34 % Customer B 1,065,000 19 % 2,661,000 16 % Revenue from Customer A is attributable to Enertec. Revenue from Customer B is attributable to Microphase. MTIX Ltd. represented all the Company’s accounts and other receivable, related party. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 26. INCOME TAXES The Company calculates its interim income tax provision in accordance with ASC 270 and ASC 740. The Company’s effective tax rate (“ETR”) from continuing operations was ( 7.3 0 9.1 0.1 6,000 144,000 18,000 21 A valuation allowance is recorded when it is more-likely-than-not some of the Company’s deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies, in making such assessment. As of September 30, 2021, the Company maintains a full US federal, state and UK valuation allowance. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (i) the Company determines whether it is more likely than not a tax position will be sustained on the basis of the technical merits of such position and (ii) for those tax positions meeting the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it has no uncertain tax positions as of September 30, 2021 and 2020. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 27. SUBSEQUENT EVENTS Activity Under 2021 ATM Offering From October 1, 2021 through November 18, 2021, the Company sold an aggregate of 17.9 million 39.5 million Investments in Alpha Fund In October and November 2021, the Company purchased an additional $8.5 million of limited partnership interests in the Alpha Fund. Investments by Alpha Fund In October 2021, Alpha Fund purchased 1,650,000 2.42 2,650,000 Stock Option and Restricted Stock Grants On November 9, 2021, the Board approved the following grants: · Grants to each independent director of non-qualified stock options to purchase 100,000 2.19 vesting monthly beginning on January 1, 2023 and ending December 31, 2024 and will be exercisable upon approval by the NYSE American and the Company’s stockholders · Grants to each of Milton C. Ault, III, William Horne, Henry Nisser and Kenneth Cragun of non-qualified stock options to purchase 1,000,000 800,000 600,000 300,000 2.19 vesting monthly beginning on January 1, 2023 and ending December 31, 2024 and exercisable upon approval by the NYSE American and the Corporation’s stockholders · Grant to certain employees of non-qualified stock options to purchase an aggregate of 1,635,000 2.19 vesting over 36 months beginning on January 1, 2022 100,000 2.66 vesting ratably over 48 months beginning October 1, 2021 · Restricted stock grant to certain employees of an aggregate of 200,000 Such shares will vest 25% on November 15, 2021, 25% on May 15, 2022, 25% on November 15, 2022 and 25% on May 15, 2023 TurnOnGreen Lease Agreement On November 5, 2021, the Company’s subsidiary, TurnOnGreen, entered into a lease agreement to lease a 31,165 The lease term is approximately 50 months ending January 31, 2026 2.3 million Purchase Agreement for Bitcoin Mining Equipment In November 2021, Ault Alliance entered into contracts with Bitmain Technologies Limited to purchase an aggregate of 16,000 Bitcoin miners for $ 121 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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. |
Variable Interest Entities | Variable Interest Entities For Variable Interest Entities (“VIEs”), the Company assesses whether it is the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb the losses or the right to receive the benefits that could potentially be significant to the entity. The Company evaluates its business relationships with related parties to identify potential VIEs under ASC 810 “Consolidation”. The Company consolidates VIEs in which it is considered to be the primary beneficiary. Entities are considered to be the primary beneficiary if they have both of the following characteristics: (i) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance, and (ii) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The Company’s judgment with respect to its level of influence or control of an entity involves the consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, the size of its investment, estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the joint venture, if applicable. |
Treasury Stock | Treasury Stock The shares of Company stock attributable to the Company’s limited partner interest in Ault Alpha LP (the “Alpha Fund”) are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
The Company’s disaggregated revenues consist of the following for the three months ended September 30, 2021: | The Company’s disaggregated revenues consist of the following for the three months ended September 30, 2021: Three Months ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 1,415,000 $ 1,103,000 $ 608,000 $ 3,126,000 Europe 1,848,000 (97,000 ) - 1,751,000 Middle East 2,949,000 - - 2,949,000 Other 161,000 88,000 - 249,000 Revenue from contracts with customers 6,373,000 1,094,000 608,000 8,075,000 Revenue, lending and trading activities - - (38,869,000 ) (38,869,000 ) Total revenue $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Major Goods RF/microwave filters $ 630,000 $ - $ - $ 630,000 Detector logarithmic video amplifiers 905,000 - - 905,000 Power supply units 1,256,000 1,094,000 - 2,350,000 Power supply systems 545,000 - - 545,000 Healthcare diagnostic systems 97,000 - - 97,000 Defense systems 2,940,000 - - 2,940,000 Digital currency mining - - 272,000 272,000 Other - - 336,000 336,000 Revenue from contracts with customers 6,373,000 1,094,000 608,000 8,075,000 Revenue, lending and trading activities - - (38,869,000 ) (38,869,000 ) Total revenue $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Timing of Revenue Recognition Goods transferred at a point in time $ 3,336,000 $ 1,094,000 $ 607,000 $ 5,037,000 Services transferred over time 3,037,000 - - 3,037,000 Revenue from contracts with customers $ 6,373,000 $ 1,094,000 $ 607,000 $ 8,074,000 The Company’s disaggregated revenues consist of the following for the three months ended September 30, 2020: Three Months ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 1,740,000 $ 1,136,000 $ - $ 2,876,000 Europe 246,000 1,000 - 247,000 Middle East 2,233,000 - - 2,233,000 Other 110,000 239,000 - 349,000 Revenue from contracts with customers 4,329,000 1,376,000 - 5,705,000 Revenue, lending and trading activities - - (29,000 ) (29,000 ) Total revenue $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Major Goods RF/microwave filters $ 1,341,000 $ - $ - $ 1,341,000 Detector logarithmic video amplifiers 441,000 - - 441,000 Power supply units - 1,376,000 - 1,376,000 Power supply systems 316,000 - - 316,000 Healthcare diagnostic systems 262,000 - - 262,000 Defense systems 1,969,000 - - 1,969,000 Revenue from contracts with customers 4,329,000 1,376,000 - 5,705,000 Revenue, lending and trading activities - - (29,000 ) (29,000 ) Total revenue $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Timing of Revenue Recognition Goods transferred at a point in time $ 2,096,000 $ 1,376,000 $ (29,000 ) $ 3,443,000 Services transferred over time 2,233,000 - - 2,233,000 Revenue from contracts with customers $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 The Company’s disaggregated revenues consisted of the following for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 5,444,000 $ 3,600,000 $ 1,459,000 $ 10,503,000 Europe 5,600,000 318,000 — 5,918,000 Middle East 7,845,000 — — 7,845,000 Other 309,000 390,000 — 699,000 Revenue from contracts with customers 19,198,000 4,308,000 1,459,000 24,965,000 Revenue, lending and trading activities 19,615,000 19,615,000 Total revenue $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Major Goods RF/microwave filters $ 2,921,000 $ — $ — $ 2,921,000 Detector logarithmic video amplifiers 1,049,000 — — 1,049,000 Power supply units 1,734,000 4,308,000 — 6,042,000 Power supply systems 5,253,000 — — 5,253,000 Healthcare diagnostic systems 510,000 — — 510,000 Defense systems 7,731,000 — — 7,731,000 Digital currency mining 693,000 693,000 Other — — 766,000 766,000 Revenue from contracts with customers 19,198,000 4,308,000 1,459,000 24,965,000 Revenue, lending and trading activities 19,615,000 19,615,000 Total revenue $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Timing of Revenue Recognition Goods transferred at a point in time $ 10,957,000 $ 4,308,000 $ 1,459,000 $ 16,724,000 Services transferred over time 8,241,000 — — 8,241,000 Revenue from contracts with customers $ 19,198,000 $ 4,308,000 $ 1,459,000 $ 24,965,000 The Company’s disaggregated revenues consisted of the following for the nine months ended September 30, 2020: Nine Months ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Primary Geographical Markets North America $ 5,110,000 $ 3,102,000 $ - $ 8,212,000 Europe 694,000 288,000 - 982,000 Middle East 6,838,000 - - 6,838,000 Other 264,000 413,000 - 677,000 Revenue from contracts with customers 12,906,000 3,803,000 - 16,709,000 Revenue, lending and trading activities - - (27,000 ) (27,000 ) Total revenue $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 Major Goods RF/microwave filters $ 3,887,000 $ - $ - $ 3,887,000 Detector logarithmic video amplifiers 1,319,000 - - 1,319,000 Power supply units - 3,803,000 - 3,803,000 Power supply systems 863,000 - - 863,000 Healthcare diagnostic systems 785,000 - - 785,000 Defense systems 6,052,000 - - 6,052,000 Revenue from contracts with customers 12,906,000 3,803,000 - 16,709,000 Revenue, lending and trading activities - - (27,000 ) (27,000 ) Total revenue $ 2,906,000 $ ,803,000 $ (27,000 ) $ ,682,000 Timing of Revenue Recognition Goods transferred at a point in time $ 6,068,000 $ 3,803,000 $ (27,000 ) $ 9,844,000 Services transferred over time 6,838,000 - - 6,838,000 Revenue from contracts with customers $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 |
fair value of financial instr_2
fair value of financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
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: | 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 September 30, 2021 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 16,574,000 $ - $ - $ 16,574,000 Investment in term promissory note of Ault & 2,620,000 - - 2,620,000 Investments in common stock of AVLP – a 60,000 - - 60,000 Investment in common stock and warrants of 24,851,000 20,781,000 - 4,070,000 Investments in marketable equity securities 49,931,000 49,931,000 - - Investments in debt and equity securities 9,924,000 - - 9,924,000 Total Investments $ 103,960,000 $ 70,712,000 $ - $ 33,248,000 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes $ 10,668,000 $ — $ — $ 10,668,000 Investments in common stock and warrants of 5,486,000 500,000 — 4,986,000 Investment in common stock and warrants of 653,000 — — 653,000 Investments in marketable equity securities 2,563,000 2,563,000 — — Investments in debt and equity securities 262,000 — — 262,000 Total Investments $ 19,632,000 $ 3,063,000 $ — $ 16,569,000 |
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 nine months ended September 30, 2021: | 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 nine months ended September 30, 2021: Investments in debt and equity securities Balance at January 1, 2021 $ 262,000 Investment in convertible promissory notes 3,850,000 Investment in convertible preferred stock 2,850,000 Initial valuation of acquired warrants 2,673,000 Change in fair value of warrants 995,000 Conversion of loans to debt and equity securities 150,000 Unrealized gains on debt and equity securities 1,800,000 Conversion to marketable securities (2,656,000 ) Balance at September 30, 2021 $ 9,924,000 |
Net incomE (Loss) per Share (Ta
Net incomE (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income per common share for the nine months ended September 30, 2021 are calculated as follows: | Basic and diluted net income per common share for the nine months ended September 30, 2021 are calculated as follows: For the Nine Months Ended September 30, 2021 Income Shares Per-Share (Numerator) (Denominator) Amount Net income attributable to Ault Global Holdings $ 1,346,000 Less: Preferred stock dividends (13,000 ) Basic earnings per share Net income available to common stockholders 1,333,000 49,714,000 $ 0.03 Effect of dilutive securities Restricted stock grants - 431,000 Diluted earnings per share Income available to common stockholders plus assumed conversions $ 1,333,000 50,145,000 $ 0.03 |
The calculation of the basic and diluted earnings per share is the same for all periods presented, excluding the nine months ended September 30, 2021, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2021 and 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 all periods presented, excluding the nine months ended September 30, 2021, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2021 and 2020: September 30, 2021 2020 Stock options 4,761,000 1,000 Warrants 5,936,000 3,582,000 Convertible notes 165,000 1,396,000 Conversion of preferred stock 2,000 2,000 Total 10,864,000 4,981,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
The following tables summarize the major classes of line items included in loss from discontinued operations: | The restaurant operations are included in the Company’s 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 Nine Months Ended September 30, 2020 Revenue $ 543,000 Cost of revenue (160,000 ) Selling and marketing — General and administrative (556,000 ) Impairment of property and equipment and right-of-use assets (1,525,000 ) Loss from discontinued operations $ (1,698,000 ) |
Marketable Equity Securities (T
Marketable Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Equity Securities | |
Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2021 and December 31, 2020: | Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2021 and December 31, 2020: Marketable equity securities at September 30, 2021 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 55,233,000 $ 2,112,000 $ (7,414,000 ) $ 49,931,000 Marketable equity securities at December 31, 2020 Gross unrealized Gross unrealized Cost gains losses Fair value Common shares $ 1,506,000 $ 1,083,000 $ (26,000 ) $ 2,563,000 |
The following table presents additional information about marketable equity securities: | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2021 $ 2,563,000 Purchases of marketable equity securities in operations 338,620,000 Purchases of marketable equity securities 2,144,000 Conversion of debt securities to marketable securities 2,656,000 Sales of marketable equity securities in operations (303,923,000 ) Sales of marketable equity securities (430,000 ) Realized gains on marketable equity securities 19,040,000 Realized losses on marketable equity securities (4,386,000 ) Unrealized gains on marketable equity securities (6,353,000 ) Balance at September 30, 2021 $ 49,931,000 |
LOANS RECEIVABLE (Tables)
LOANS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Loans Receivable | |
Loans receivable are summarized as follows | Loans receivable are summarized as follows September 30, 2021 December 31, 2020 Loans receivable before allowances and discounts $ 9,114,000 $2,032,000 Allowances for uncollectible loans (1,281,000 ) (1,281,000) Unamortized discounts (1,956,000 ) (1,000) Loans receivable $ 5,877,000 $750,000 |
Activity related to loans receivable for the nine months ended September 30, 2021 is summarized as follows: | Activity related to loans receivable for the nine months ended September 30, 2021 is summarized as follows: Loans Receivable Balance at January 1, 2021 $ 750,000 Investment in convertible promissory notes 4,923,000 Accretion of discount 366,000 Foreign currency loss (8,000 ) Conversion to marketable securities (154,000 ) Balance at September 30, 2021 $ 5,877,000 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
At September 30, 2021 and December 31, 2020, property and equipment consisted of: | At September 30, 2021 and December 31, 2020, property and equipment consisted of: September 30, 2021 December 31, 2020 Cryptocurrency machines and related equipment $ 20,362,000 $ 567,000 Computer, software and related equipment 4,364,000 3,057,000 Office furniture and equipment 702,000 490,000 Land 2,567,000 — Building 1,439,000 — Leasehold improvements 4,229,000 1,352,000 33,663,000 5,466,000 Accumulated depreciation and amortization (4,113,000 ) (3,343,000 ) Property and equipment, net $ 29,550,000 $ 2,123,000 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
At September 30, 2021 and December 31, 2020 intangible assets consisted of: | At September 30, 2021 and December 31, 2020 intangible assets consisted of: Useful Life September 30, 2021 December 31, 2020 Trade name and trademark Indefinite life $ 1,544,000 $ 1,551,000 Customer list 10 14 3,421,000 3,441,000 Domain name and other intangible assets 5 688,000 690,000 5,653,000 5,682,000 Accumulated depreciation and amortization (1,584,000 ) (1,292,000 ) Intangible assets, net $ 4,069,000 $ 4,390,000 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Following Table Summarizes Changes In Companys Goodwill During Nine Months Ended September 30 2021 | |
The following table summarizes the changes in the Company’s goodwill during the nine months ended September 30, 2021: | The following table summarizes the changes in the Company’s goodwill during the nine months ended September 30, 2021: Goodwill Balance as of January 1, 2021 $ 9,646,000 Effect of exchange rate changes (40,000 ) Balance as of September 30, 2021 $ 9,606,000 |
INVESTMENTS _ RELATED PARTIES (
INVESTMENTS – RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments Related Parties | |
Investments in AVLP, Alzamend and Ault & Company at September 30, 2021 and December 31, 2020, are comprised of the following: | Investments in AVLP, Alzamend and Ault & Company at September 30, 2021 and December 31, 2020, are comprised of the following: Investment in Promissory Notes, Related Parties Interest Due September 30, December 31, Rate Date 2021 2020 Investment in convertible promissory note of AVLP 12% December 31, 2023 $ 16,549,000 $ 11,269,000 Short-term advance in Alzamend - 750,000 Investment in convertible promissory note of Alzamend - 50,000 Investment in promissory note of Ault & Company 8% February 25, 2022 2,500,000 - Accrued interest receivable, AVLP 2,025,000 2,025,000 Accrued interest receivable, Ault & Company and Alzamend 120,000 2,000 Total investment in promissory notes, related parties – gross 21,194,000 14,096,000 Less: original issue discount - (4,000 ) Less: provision for loan losses, AVLP (2,000,000 ) (3,424,000 ) Total investment in promissory notes, related parties $ 19,194,000 $ 10,668,000 Investment in Common Stock and Warrants, Related Parties Weighted Avg. Remaining September 30, December 31, Contractual Term 2021 2020 Investment in warrants of AVLP 2.9 years $ - $ 4,986,000 Investment in common stock of AVLP 60,000 500,000 Investment in warrants of Alzamend 4.7 years 4,070,000 11,000 Investment in common stock of Alzamend 20,781,000 642,000 Total investment in common stock and warrants, related parties $ 24,911,000 $ 6,139,000 |
The following table summarizes the changes in the Company’s investments in AVLP, Alzamend and Ault & Company during the nine months ended September 30, 2021: | The following table summarizes the changes in the Company’s investments in AVLP, Alzamend and Ault & Company during the nine months ended September 30, 2021: Investment in Investment in promissory notes Total warrants and and advances investment in common stock of AVLP, AVLP, Alzamend of AVLP and Alzamend and and Ault & Alzamend Ault & Company Company, net Balance at January 1, 2021 $ 6,139,000 $ 10,668,000 $ 16,807,000 Investment in convertible promissory notes of AVLP — 2,494,000 2,494,000 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 16,118,000 — 16,118,000 Investment in warrants of Alzamend 1,490,000 — 1,490,000 Short-term advance in Alzamend — (750,000 ) (750,000 ) Fair value of warrants issued by AVLP 2,786,000 — 2,786,000 Unrealized loss in warrants of AVLP (7,772,000 ) — (7,772,000 ) Unrealized gain in warrants of Alzamend 2,568,000 — 2,568,000 Unrealized gain in common stock of AVLP and Alzamend 3,582,000 — 3,582,000 Accretion of discount — 4,213,000 4,213,000 Accrued interest — 119,000 119,000 Balance at September 30, 2021 $ 24,911,000 $ 19,194,000 $ 44,105,000 |
The following table summarizes the changes in the Company’s investments in Alzamend common stock during the nine months ended September 30, 2021: | The following table summarizes the changes in the Company’s investments in Alzamend common stock during the nine months ended September 30, 2021: Shares of Per Share Investment in Common Stock Price Common Stock Balance at January 1, 2021 427,888 $ 1.50 $ 642,000 Purchase of shares from an Alzamend shareholder 62,500 $ 0.80 50,000 March 9, 2021 securities purchase agreement 4,000,000 $ 1.13 4,510,000 Investment in Alzamend initial public offering 2,000,000 $ 5.00 10,000,000 Open market purchases after initial public offering 230,000 $ 7.17 1,648,000 Unrealized gain in common stock of Alzamend 3,849,000 Investment in Alzamend common stock 6,720,388 $ 3.08 20,699,000 Investment in Alzamend options 82,000 Balance at September 30, 2021 $ 20,781,000 |
The fair value of the Company’s holdings in the 2,016,667 Alzamend warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: | The fair value of the Company’s holdings in the 2,016,667 Alzamend warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: Exercise price $ 3.00 Remaining contractual term (in years) 3.9 4.8 Volatility 86.3 Weighted average risk free interest rate 0.76 0.98 Expected dividend yield 0 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
The options outstanding as of September 30, 2021, have been classified by exercise price, as follows | The options outstanding as of September 30, 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 $ 2.51 1,760,000 9.90 $ 2.51 141,900 $ 2.51 $ 480 560 894 4.20 $ 537.34 774 $ 533.84 $ 1,208 1,352 25 2.50 $ 1,336.00 25 $ 1,336.00 $ 480 1,352 1,760,919 9.90 $ 2.80 142,699 $ 5.63 Issuances Outside of Plans $ 1.79 850,000 8.97 $ 1.79 569,591 $ 1.79 $ 2.46 2.55 2,150,000 9.58 $ 2.54 - - $ 1.79 2.55 3,000,000 9.41 $ 2.33 569,591 $ 1.79 Total Options $ 1.79 1,856 4,760,919 9.59 $ 2.50 712,290 $ 2.56 |
The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the three and nine months ended September 30, 2021 and 2020, was comprised as follows | The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the three and nine months ended September 30, 2021 and 2020, was comprised as follows Three Months Ended Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 4,148,000 $ 20,000 $ 4,732,000 $ 272,000 Total stock-based compensation $ 4,148,000 $ 20,000 $ 4,732,000 $ 272,000 |
A summary of option activity under the Company’s stock option plans as of September 30, 2021, and changes during the nine months ended are as follows | A summary of option activity under the Company’s stock option plans as of September 30, 2021, and changes during the nine months ended are as follows Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Options Price Life (years) Value January 1, 2020 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 463 (463 ) 780.54 January 1, 2021 6,693 925 $ 564.43 4.87 $ 0 Authorized 7,500,000 Stock options granted (1,760,000 ) 1,760,000 $ 2.51 Restricted stock awards (1,070,000 ) — Forfeited 6 (6 ) $ 1,352 September 30, 2021 4,676,699 1,760,919 $ 2.80 9.90 $ 0 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
During the nine months ended September 30, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at September 30, 2021: | During the nine months ended September 30, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at September 30, 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 2.50 $ — 6,500 $ — $ 0.88 3.01 5,864,410 2.99 $ 1.81 5,864,410 $ 1.81 $ 8.00 19.80 53,452 2.63 $ 12.74 53,452 $ 12.74 $ 440 920 16,225 1.45 $ 733.40 16,225 $ 733.40 $ 1,040 2,000 2,367 1.43 $ 1,404.85 2,367 $ 1,404.85 $ 0.88 2,000 5,942,954 3.98 $ 4.46 5,942,954 $ 4.46 |
The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2021 | The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2021 Exercise price $ 0.88 3.01 Remaining contractual term (in years) 1.4 5.0 Volatility 86.3 104.6 Risk free interest rate 0.17 1.38 Expected dividend yield 0 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other current liabilities at September 30, 2021 and December 31, 2020 consisted of | Other current liabilities at September 30, 2021 and December 31, 2020 consisted of September 30, 2021 December 31, 2020 Accrued payroll and payroll taxes $ 3,213,000 $ 1,412,000 Warranty liability 90,000 91,000 Deferred tax liability - 18,000 Other accrued expenses 305,000 269,000 $ 3,608,000 $ 1,790,000 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
The following table provides a summary of leases by balance sheet category as of September 30, 2021 | The following table provides a summary of leases by balance sheet category as of September 30, 2021 September 30, 2021 Operating right-of-use assets $ 5,201,000 Operating lease liability - current 1,014,000 Operating lease liability - non-current 4,265,000 |
The components of lease expenses for the nine months ended September 30, 2021, were as follows | The components of lease expenses for the nine months ended September 30, 2021, were as follows Nine Months Ended September 30, 2021 Operating lease cost $ 1,025,000 Short-term lease cost — Variable lease cost — |
he following tables provides a summary of other information related to leases for the nine months ended September 30, 2021: | T he following tables provides a summary of other information related to leases for the nine months ended September 30, 2021: September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,025,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ — Weighted-average remaining lease term - operating leases 6.4 Weighted-average discount rate - operating leases 8.0 % |
Maturity of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2021, were as follows: | Maturity of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2021, were as follows: Payments due by period 2021 (remainder) $ 380,000 2022 1,428,000 2023 1,130,000 2024 1,018,000 2025 751,000 Thereafter 2,180,000 Total lease payments 6,887,000 Less interest (1,608,000 ) Present value of lease liabilities $ 5,279,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
Notes payable at September 30, 2021 and December 31, 2020, were comprised of the following | Notes payable at September 30, 2021 and December 31, 2020, were comprised of the following Interest Due September 30, December 31, Esousa purchased notes $ - $ 200,000 Short-term notes payable 12.0% Past Due 660,000 1,089,000 Notes payable to Wells Fargo - 183,000 Note payable to Dept. of Economic and Community Development - 196,000 Paycheck Protection Program Loans - 1,162,000 SBA Economic Injury Disaster Loan - 150,000 Short-term bank credit 3.9% 2021 1,037,000 1,404,000 Total notes payable $ 1,697,000 $ 4,384,000 Less: current portion (1,697,000 ) (4,048,000 ) Notes payable – long-term portion $ - $ 336,000 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable Related Parties | |
Notes payable – related parties at September 30, 2021 and December 31, 2020, were comprised of the followin | Notes payable – related parties at September 30, 2021 and December 31, 2020, were comprised of the followin September 30, 2021 December 31, 2020 Notes payable, related parties $ — $ 240,000 Less: current portion — (188,000 ) Notes payable, related parties – long-term portion $ — $ 52,000 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes | |
Convertible notes payable at September 30, 2021 and December 31, 2020, were comprised of the following | Convertible notes payable at September 30, 2021 and December 31, 2020, were comprised of the following Interest Rate Due Date September 30, December 31, Convertible promissory note 4% May 13, 2024 $ 660,000 $ 660,000 Less: Unamortized debt discounts (213,000 ) (274,000 ) Total convertible notes payable, net of financing cost $ 447,000 $ 386,000 |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
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 loss from operations due to the Company’s corporate expenses. | 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 loss from operations due to the Company’s corporate expenses. Three Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Revenue $ 6,373,000 $ 1,094,000 $ 336,000 $ 7,803,000 Revenue, lending and trading activities — — (38,869,000 ) (38,869,000 ) Revenue, cryptocurrency mining — — 272,000 272,000 Total revenues $ 6,373,000 $ 1,094,000 $ (38,261,000 ) $ (30,794,000 ) Depreciation and amortization expense $ 213,000 $ 6,000 $ 151,000 $ 370,000 Income (loss) from operations $ 19,000 $ (408,000 ) $ (41,872,000 ) $ (42,261,000 ) Capital expenditures for segment assets, as of September 30, 2021 $ 120,000 $ - $ 22,435,000 $ 22,555,000 Identifiable assets as of September 30, 2021 $ 30,584,000 $ 3,811,000 $ 192,326,000 $ 225,721,000 Three Months Ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Revenue $ 4,329,000 $ 1,376,000 $ — $ 5,705,000 Revenue, lending and trading activities — — (29,000 ) (29,000 ) Total revenues $ 4,329,000 $ 1,376,000 $ (29,000 ) $ 5,676,000 Depreciation and amortization expense $ 171,000 $ 11,000 $ — $ 182,000 Income (loss) from operations $ 119,000 $ (27,000 ) $ (122,000 ) $ (30,000 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,000 $ 26,000 $ - $ 554,000 Identifiable assets as of September 30, 2020 $ 21,186,000 $ 21,010,000 $ 1,450,000 $ 43,646,000 Nine Months Ended September 30, 2021 GWW TurnOnGreen Ault Alliance Total Revenue $ 19,198,000 $ 4,308,000 $ 766,000 $ 24,272,000 Revenue, lending and trading activities — — 19,615,000 19,615,000 Revenue, cryptocurrency mining — — 693,000 693,000 Total revenues $ 19,198,000 $ 4,308,000 $ 21,074,000 $ 44,580,000 Depreciation and amortization expense $ 641,000 $ 19,000 $ 347,000 $ 1,007,000 Income (loss) from operations $ (766,000 ) $ (490,000 ) $ 11,220,000 $ 9,964,000 Capital expenditures for segment assets, as of September 30, 2021 $ 686,000 $ - $ 27,459,000 $ 28,145,000 Identifiable assets as of September 30, 2021 $ 30,584,000 $ 3,811,000 $ 191,326,000 $ 225,721,000 Nine Months Ended September 30, 2020 GWW TurnOnGreen Ault Alliance Total Revenue $ 12,906,000 $ 3,803,000 $ — $ 16,709,000 Revenue, lending and trading activities — — (27,000 ) (27,000 ) Total revenues $ 12,906,000 $ 3,803,000 $ (27,000 ) $ 16,682,000 Depreciation and amortization expense $ 479,000 $ 130,000 $ — $ 609,000 Income (loss) from operations $ 119,000 $ (27,000 ) $ (122,000 ) $ (30,000 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,000 $ 26,000 $ — $ 554,000 Identifiable assets as of September 30, 2020 $ 21,186,000 $ 21,009,000 $ 1,450,000 $ 43,645,000 |
The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2021 and 2020 to a single customer from which 10% or more of total revenues are derived | The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2021 and 2020 to a single customer from which 10% or more of total revenues are derived For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 2,635,000 9 % $ 6,819,000 15 % For the Nine Months Ended For the Nine Months Ended September 30, 2020 September 30, 2020 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,863,000 33 % $ 5,596,000 34 % Customer B 1,065,000 19 % 2,661,000 16 % |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash and cash equivalents | $ 44,047,000 | $ 18,680,000 | $ 1,274,000 | $ 483,000 | ||
[custom:WorkingCapital-0] | $ 9,390,000 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 200,981,000 | $ 231,389,000 | $ 49,132,000 | $ 4,522,000 | $ 3,031,000 | $ 6,949,000 |
The Company_s disaggregated rev
The Company’s disaggregated revenues consist of the following for the three months ended September 30, 2021: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 8,075,000 | $ 5,705,000 | $ 24,965,000 | $ 16,709,000 |
Revenue, lending and trading activities | (38,869,000) | (29,000) | 19,615,000 | (27,000) |
Total revenue | (30,794,000) | 5,676,000 | 44,580,000 | 16,682,000 |
R F Microwave Filters [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 630,000 | 1,341,000 | 2,921,000 | 3,887,000 |
Detectorlogarithmicvideoamplifiers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 905,000 | 441,000 | 1,049,000 | 1,319,000 |
Power Supply Units [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,350,000 | 1,376,000 | 6,042,000 | 3,803,000 |
Power Supply Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 545,000 | 316,000 | 5,253,000 | 863,000 |
Healthcare Diagnostic Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 97,000 | 262,000 | 510,000 | 785,000 |
Defense Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,940,000 | 1,969,000 | 7,731,000 | 6,052,000 |
Digital Currency Mining [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 272,000 | 693,000 | ||
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 336,000 | 766,000 | ||
Goods Transferred At A Point In Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 5,037,000 | 3,443,000 | 16,724,000 | 9,844,000 |
Services Transferred Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 3,037,000 | 2,233,000 | 8,241,000 | 6,838,000 |
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 3,126,000 | 2,876,000 | 10,503,000 | 8,212,000 |
Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,751,000 | 247,000 | 5,918,000 | 982,000 |
Middle East [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,949,000 | 2,233,000 | 7,845,000 | 6,838,000 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 249,000 | 349,000 | 699,000 | 677,000 |
G W W [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 6,373,000 | 4,329,000 | 19,198,000 | 12,906,000 |
Revenue, lending and trading activities | ||||
Total revenue | 6,373,000 | 4,329,000 | 19,198,000 | 12,906,000 |
G W W [Member] | R F Microwave Filters [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 630,000 | 1,341,000 | 2,921,000 | 3,887,000 |
G W W [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 905,000 | 441,000 | 1,049,000 | 1,319,000 |
G W W [Member] | Power Supply Units [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,256,000 | 1,734,000 | ||
G W W [Member] | Power Supply Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 545,000 | 316,000 | 5,253,000 | 863,000 |
G W W [Member] | Healthcare Diagnostic Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 97,000 | 262,000 | 510,000 | 785,000 |
G W W [Member] | Defense Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,940,000 | 1,969,000 | 7,731,000 | 6,052,000 |
G W W [Member] | Digital Currency Mining [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
G W W [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
G W W [Member] | Goods Transferred At A Point In Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 3,336,000 | 2,096,000 | 10,957,000 | 6,068,000 |
G W W [Member] | Services Transferred Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 3,037,000 | 2,233,000 | 8,241,000 | 6,838,000 |
G W W [Member] | North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,415,000 | 1,740,000 | 5,444,000 | 5,110,000 |
G W W [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,848,000 | 246,000 | 5,600,000 | 694,000 |
G W W [Member] | Middle East [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,949,000 | 2,233,000 | 7,845,000 | 6,838,000 |
G W W [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 161,000 | 110,000 | 309,000 | 264,000 |
Turn On Green [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 |
Revenue, lending and trading activities | ||||
Total revenue | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 |
Turn On Green [Member] | R F Microwave Filters [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Power Supply Units [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 |
Turn On Green [Member] | Power Supply Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Healthcare Diagnostic Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Defense Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Digital Currency Mining [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Goods Transferred At A Point In Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 |
Turn On Green [Member] | North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,103,000 | 1,136,000 | 3,600,000 | 3,102,000 |
Turn On Green [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | (97,000) | 1,000 | 318,000 | 288,000 |
Turn On Green [Member] | Middle East [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Turn On Green [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 88,000 | 239,000 | 390,000 | 413,000 |
D P Lending [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 608,000 | 1,459,000 | ||
Revenue, lending and trading activities | (38,869,000) | (29,000) | 19,615,000 | (27,000) |
Total revenue | (38,261,000) | (29,000) | 21,074,000 | (27,000) |
D P Lending [Member] | R F Microwave Filters [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Detectorlogarithmicvideoamplifiers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Power Supply Units [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Power Supply Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Healthcare Diagnostic Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Defense Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Digital Currency Mining [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 272,000 | 693,000 | ||
D P Lending [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 336,000 | 766,000 | ||
D P Lending [Member] | Goods Transferred At A Point In Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 607,000 | (29,000) | 1,459,000 | (27,000) |
D P Lending [Member] | North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 608,000 | 1,459,000 | ||
D P Lending [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Middle East [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
D P Lending [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers |
The following table sets forth
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: (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | $ 103,960,000 | $ 19,632,000 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 33,248,000 | 16,569,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 70,712,000 | 3,063,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
A V L P Related Party [Member] | Promissory Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 16,574,000 | ||
A V L P Related Party [Member] | Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 16,574,000 | ||
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 2,620,000 | 10,668,000 | |
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 2,620,000 | 10,668,000 | |
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
A V L P And Alzamend [Member] | Convertible Promissory Note [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Avalanche International Corp [Member] | Common Stock 11 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 60,000 | 5,486,000 | |
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 4,070,000 | 4,986,000 | |
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 500,000 | ||
Avalanche International Corp [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 24,851,000 | 653,000 | |
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 653,000 | ||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 20,781,000 | ||
Alzamend A Related Party [Member] | Common Stock 11 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Marketable Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 49,931,000 | 2,563,000 | |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 49,931,000 | 2,563,000 | |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | |||
Debt Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 9,924,000 | 262,000 | |
Debt Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 9,924,000 | 262,000 | |
Debt Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities |
The following table summarizes
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 nine months ended September 30, 2021: (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Change in fair value of warrants | $ (259,000) | $ 130,000 | $ 6,000 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Balance at January 1, 2021 | $ 9,924,000 | $ 262,000 | $ 262,000 | ||
Investment in convertible promissory notes | 3,850,000 | ||||
Investment in convertible preferred stock | 2,850,000 | ||||
Initial valuation of acquired warrants | 2,673,000 | ||||
Change in fair value of warrants | 995,000 | ||||
Conversion to marketable securities | (2,656,000) | ||||
Balance at September 30, 2021 | $ 9,924,000 |
Basic and diluted net income pe
Basic and diluted net income per common share for the nine months ended September 30, 2021 are calculated as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ (42,870,000) | $ (16,735,000) | $ 1,346,000 | $ (24,641,000) |
Preferred Stock Dividends, Income Statement Impact | (4,000) | (3,000) | (13,000) | (10,000) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (42,874,000) | $ (16,738,000) | $ 1,333,000 | $ (24,651,000) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 49,714,000 | |||
Earnings Per Share, Basic and Diluted | $ 0.03 | |||
[custom:IncomeAvailableToCommonStockholdersPlusAssumedConversions] | $ 1,333,000 | |||
[custom:IncomeAvailableToCommonStockholdersPlusAssumedConversionsInShares] | 50,145,000 | |||
[custom:IncomeAvailableToCommonStockholdersPlusAssumedConversionsDollarsPerShare] | $ 0.03 | |||
Restricted Stock Grants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | ||||
[custom:EffectOfDilutiveSecuritiesInShares] | 431,000 |
The calculation of the basic an
The calculation of the basic and diluted earnings per share is the same for all periods presented, excluding the nine months ended September 30, 2021, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss p (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,864,000 | 4,981,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,864,000 | 4,981,000 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,761,000 | 1,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,761,000 | 1,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 5,936,000 | 3,582,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,936,000 | 3,582,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 165,000 | 1,396,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 165,000 | 1,396,000 |
Conversion Of Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,000 | 2,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,000 | 2,000 |
The following tables summarize
The following tables summarize the major classes of line items included in loss from discontinued operations: (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenue | $ 543,000 |
Cost of revenue | (160,000) |
Selling and marketing | |
General and administrative | (556,000) |
Impairment of property and equipment and right-of-use assets | (1,525,000) |
Loss from discontinued operations | $ (1,698,000) |
Marketable securities in equity
Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2021 and December 31, 2020: (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||
Payments to Acquire Investments | $ 4,994,000 | $ 517,000 | |
Common Stock [Member] | |||
Net Investment Income [Line Items] | |||
Payments to Acquire Investments | 2,144,000 | $ 1,506,000 | |
Unrealized Gain (Loss) on Securities | 2,112,000 | 1,083,000 | |
Debt and Equity Securities, Gain (Loss) | (7,414,000) | (26,000) | |
Mortgage-backed Securities Available-for-sale, Fair Value Disclosure | $ 49,931,000 | $ 2,563,000 |
The following table presents ad
The following table presents additional information about marketable equity securities: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Investment Income [Line Items] | |||||
Purchases of marketable equity securities | $ 4,994,000 | $ 517,000 | |||
Sales of marketable equity securities | (430,000) | (144,000) | |||
Realized gains on marketable equity securities | $ 30,000 | 428,000 | |||
Realized losses on marketable equity securities | 15,154,000 | 23,000 | |||
Unrealized gains on marketable equity securities | (750,000) | $ (29,000) | (705,000) | $ (58,000) | |
Common Stock [Member] | |||||
Net Investment Income [Line Items] | |||||
Balance at January 1, 2021 | 2,563,000 | ||||
Purchases of marketable equity securities in operations | 338,620,000 | ||||
Purchases of marketable equity securities | 2,144,000 | $ 1,506,000 | |||
Conversion of debt securities to marketable securities | 2,656,000 | ||||
Sales of marketable equity securities in operations | (303,923,000) | ||||
Sales of marketable equity securities | (430,000) | ||||
Realized gains on marketable equity securities | 19,040,000 | ||||
Realized losses on marketable equity securities | (4,386,000) | ||||
Unrealized gains on marketable equity securities | (6,353,000) | ||||
Balance at September 30, 2021 | $ 49,931,000 | $ 49,931,000 | $ 2,563,000 |
Marketable Equity Securities (D
Marketable Equity Securities (Details Narrative) - Naked Brand Group Limited [Member] - shares | Apr. 22, 2021 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sale of Stock, Description of Transaction | DP | |
[custom:StockIssuedDuringPeriodSharesNewIssues1] | 47,058,824 | |
Stock Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:NumberOfSharePurchase] | 47,058,824 | |
Net proceeds (percent) | 99.00% |
Loans receivable are summarized
Loans receivable are summarized as follows (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Loans Receivable | ||
Loans receivable before allowances and discounts | $ 9,114,000 | $ 2,032,000 |
Allowances for uncollectible loans | (1,281,000) | (1,281,000) |
Unamortized discounts | (1,956,000) | (1,000) |
Loans receivable | $ 5,877,000 | $ 750,000 |
Activity related to loans recei
Activity related to loans receivable for the nine months ended September 30, 2021 is summarized as follows: (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Financing Receivable, Impaired [Line Items] | |
Balance at January 1, 2021 | $ 750,000 |
Balance at September 30, 2021 | 5,877,000 |
Commercial Portfolio Segment [Member] | |
Financing Receivable, Impaired [Line Items] | |
Balance at January 1, 2021 | 750,000 |
Investment in convertible promissory notes | 4,923,000 |
Accretion of discount | 366,000 |
Foreign currency loss | (8,000) |
Conversion to marketable securities | (154,000) |
Balance at September 30, 2021 | $ 5,877,000 |
At September 30, 2021 and Decem
At September 30, 2021 and December 31, 2020, property and equipment consisted of: (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 33,663,000 | $ 5,466,000 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (4,113,000) | (3,343,000) |
Property, Plant and Equipment, Net | 29,550,000 | 2,123,000 |
Cryptocurrency Machines And Related Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 20,362,000 | 567,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,364,000 | 3,057,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 702,000 | 490,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,567,000 | 0 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,439,000 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,229,000 | $ 1,352,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | Jan. 29, 2021 | Jan. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||||
Cost, Depreciation | $ 711,000 | $ 357,000 | ||
Michigan Cloud Data Center [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
[custom:CompanysRestaurantEquipmentNetOfDepreciation] | $ 617,000 | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 3,900,000 | |||
[custom:EnvironmentalRemediationObligation] | $ 369,000 | |||
Bitcoin Miners [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Purchase commitment description | During the quarter ended September 30, 2021, the Company executed contracts to purchase 4,000 Antminer S-19 Pro Bitcoin miners. As of September 30, 2021, the Company had received 1,000 of the Bitcoin miners. The remaining 3,000 units are expected to be delivered at a rate of 300 units per month between October 2021 and July 2022 | |||
Purchase price | $ 7,300,000 | |||
Payments to Acquire Intangible Assets | 18,100,000 | |||
Shipping cost | 433,000 | |||
Commission | $ 1,200,000 |
At September 30, 2021 and Dec_2
At September 30, 2021 and December 31, 2020 intangible assets consisted of: (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 5,653,000 | $ 5,682,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,584,000) | (1,292,000) |
Intangible Assets, Net (Excluding Goodwill) | 4,069,000 | 4,390,000 |
Trademarks and Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,544,000 | 1,551,000 |
Customer Lists [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,421,000 | 3,441,000 |
Customer Lists [Member] | Minimum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Lists [Member] | Maximum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 14 years | |
Domain Name And Other Intangible Assets [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 688,000 | $ 690,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 296,000 | $ 252,000 |
The following table summarize_2
The following table summarizes the changes in the Company’s goodwill during the nine months ended September 30, 2021: (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Following Table Summarizes Changes In Companys Goodwill During Nine Months Ended September 30 2021 | |
Goodwill, Beginning Balance | $ 9,646,000 |
Goodwill, Foreign Currency Translation Gain (Loss) | (40,000) |
Goodwill, Ending Balance | $ 9,606,000 |
Investments in AVLP, Alzamend a
Investments in AVLP, Alzamend and Ault & Company at September 30, 2021 and December 31, 2020, are comprised of the following: (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued interest receivable, Ault & Company and Alzamend | $ 120,000 | $ 2,000 |
Avalanche International Corp And Alzamend [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
[custom:DueDatePromissoryNoteOfAvlp] | 31 | |
[custom:InvestmentInConvertiblePromissoryNoteOfAvlp] | 16,549,000 | 11,269,000 |
[custom:ShortTermAdvanceInAlzamend] | (750,000) | 750,000 |
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | 2,500,000 | 50,000 |
[custom:DueDatePromissoryNoteOfAultAndCompany] | 25 | |
[custom:InvestmentInPromissoryNoteOfAultCompany] | 2,500,000 | |
[custom:AccruedInterestInConvertiblePromissoryNoteOfAvlp] | 2,025,000 | 2,025,000 |
[custom:InvestmentInConvertiblePromissoryNoteGross] | 21,194,000 | 14,096,000 |
[custom:LessOriginalIssueDiscount] | (4,000) | |
[custom:ProvisionForLoanLosses] | (2,000,000) | (3,424,000) |
[custom:TotalInvestmentInConvertiblePromissoryNoteOfAvlp] | $ 19,194,000 | 10,668,000 |
[custom:WeightedAverageContractualTermOfWarrantsOfAvlp] | 2 years 10 months 24 days | |
[custom:InvestmentsInWarrantsOfAvlp] | 4,986,000 | |
[custom:InvestmentInCommonStock] | $ 60,000 | 500,000 |
[custom:WeightedAverageContractualTermOfWarrantsOfAlzamend] | 4 years 8 months 12 days | |
[custom:InvestmentsInWarrantsOfAlzamend] | $ 4,070,000 | 11,000 |
[custom:InvestmentInCommonStock2] | $ 20,781,000 | $ 642,000 |
[custom:InvestmentInWarrantsAndCommonStockOfAvlpAndAlzamend] | 24,911,000 | 6,139,000 |
The following table summarize_3
The following table summarizes the changes in the Company’s investments in AVLP, Alzamend and Ault & Company during the nine months ended September 30, 2021: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Fair Value Adjustment of Warrants | $ (259,000) | $ 130,000 | $ 6,000 | ||
Avalanche International Corp And Alzamend [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
[custom:TotalInvestmentInNet1-1] | 16,807,000 | ||||
[custom:InvestmentInConvertiblePromissoryNotes] | 2,494,000 | ||||
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | (50,000) | ||||
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | 2,500,000 | $ 50,000 | |||
[custom:InvestmentInCommonStock1] | 16,118,000 | ||||
[custom:InvestmentInWarrantsOfAlzamend] | 1,490,000 | ||||
[custom:ShortTermAdvanceInAlzamend] | (750,000) | 750,000 | |||
Fair Value Adjustment of Warrants | 2,786,000 | ||||
[custom:UnrealizedGainOnWarrant] | (7,772,000) | ||||
[custom:UnrealizedLossInWarrantsOfAlzamend] | 2,568,000 | ||||
[custom:UnrealizedLossInCommonStockOfAvlpAndAlzamend] | 3,582,000 | ||||
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | 4,213,000 | ||||
Investment Income, Interest | 119,000 | ||||
[custom:TotalInvestmentInNet1-2] | 44,105,000 | 44,105,000 | 16,807,000 | ||
Avalanche International Corp And Alzamend [Member] | Warrants And Common Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
[custom:TotalInvestmentInNet1-1] | 6,139,000 | ||||
[custom:InvestmentInConvertiblePromissoryNotes] | |||||
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | |||||
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | |||||
[custom:InvestmentInCommonStock1] | 16,118,000 | ||||
[custom:InvestmentInWarrantsOfAlzamend] | 1,490,000 | ||||
[custom:ShortTermAdvanceInAlzamend] | |||||
Fair Value Adjustment of Warrants | 2,786,000 | ||||
[custom:UnrealizedGainOnWarrant] | (7,772,000) | ||||
[custom:UnrealizedLossInWarrantsOfAlzamend] | 2,568,000 | ||||
[custom:UnrealizedLossInCommonStockOfAvlpAndAlzamend] | 3,582,000 | ||||
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | |||||
Investment Income, Interest | |||||
[custom:TotalInvestmentInNet1-2] | 24,911,000 | 24,911,000 | 6,139,000 | ||
Avalanche International Corp And Alzamend [Member] | Convertible Promissory Note [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
[custom:TotalInvestmentInNet1-1] | 10,668,000 | ||||
[custom:InvestmentInConvertiblePromissoryNotes] | 2,494,000 | ||||
[custom:PaymentOfConvertiblePromissoryNotesOfAvlp] | (50,000) | ||||
[custom:InvestmentInConvertiblePromissoryNoteOfAlzamend] | 2,500,000 | ||||
[custom:ShortTermAdvanceInAlzamend] | (750,000) | ||||
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | 4,213,000 | ||||
Investment Income, Interest | 119,000 | ||||
[custom:TotalInvestmentInNet1-2] | $ 19,194,000 | $ 19,194,000 | $ 10,668,000 |
The fair value of the Company_s
The fair value of the Company’s holdings in the 2,016,667 Alzamend warrants was estimated using the Black-Scholes option-pricing method and the following assumptions: (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 86.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.17% |
Maximum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 104.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.38% |
Alzamend [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 8630.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Alzamend [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 10 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 76.00% |
Alzamend [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 98.00% |
INVESTMENTS _ RELATED PARTIES_2
INVESTMENTS – RELATED PARTIES (Details Narrative) - USD ($) | Jun. 15, 2021 | Mar. 12, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 11, 2021 | Jun. 04, 2021 | Apr. 13, 2021 | Mar. 09, 2021 | Feb. 25, 2021 |
IPO [Member] | |||||||||
Shares Issued, Price Per Share | $ 5 | ||||||||
Shares, Issued | 2 | ||||||||
Redemption Premium | $ 10,000,000 | ||||||||
Alzamend [Member] | |||||||||
[custom:FinancingReceivableFaceAmount-0] | $ 50,000 | ||||||||
Loan Agreement [Member] | |||||||||
Debt Instrument, Face Amount | $ 20,000,000 | $ 15,000,000 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Shares Issued, Price Per Share | $ 2.99 | ||||||||
Avalanche International Corp [Member] | |||||||||
Unrealized Gain (Loss) on Investments | 7,700,000 | ||||||||
Avalanche International Corp [Member] | Convertible Promissory Note Ten [Member] | |||||||||
[custom:FinancingReceivableFaceAmount-0] | 16,600,000 | ||||||||
Avalanche International Corp [Member] | Philou Ventures L L C [Member] | |||||||||
[custom:FinancingReceivableFaceAmount-0] | $ 16,500,000 | ||||||||
Secured promissory note | 12.00% | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 33.1 | ||||||||
[custom:FinancingReceivableConversionPrice-0] | $ 0.50 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Avalanche International Corp [Member] | Philou Ventures L L C [Member] | Ownership [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 1800.00% | ||||||||
Alzamend [Member] | |||||||||
Secured promissory note | 8.00% | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,667 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Short-term Investments | $ 750,000 | ||||||||
Alzamend [Member] | Securities Purchase Agreement [Member] | |||||||||
[custom:FinancingReceivableFaceAmount-0] | $ 800,000 | ||||||||
[custom:InvestmentInCommonStockAndWarrants] | $ 10 | ||||||||
[custom:DescriptionOfReamainingFundedAmount] | 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. | ||||||||
[custom:DescriptionOfAgreement] | 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 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. | ||||||||
Ault And Company Inc [Member] | |||||||||
Secured promissory note | 8.00% | ||||||||
Debt Instrument, Face Amount | $ 2,500,000 |
INVESTMENT PARTNERSHIP (Details
INVESTMENT PARTNERSHIP (Details Narrative) - Ault Alpha L L P [Member] | Sep. 30, 2021USD ($) |
[custom:LimitedPartnershipInterests-0] | $ 10 |
[custom:InvestmentFund-0] | $ 7,500,000 |
EXECUTIVE CHAIRMAN RELOCATION_2
EXECUTIVE CHAIRMAN RELOCATION BENEFIT (Details Narrative) - Executive Chairman Relocation Benefit [Member] - USD ($) | Feb. 23, 2021 | Apr. 30, 2021 |
[custom:PurchasePriceOfResidence] | $ 2,700,000 | |
[custom:LossOnSubsequentSale] | $ 254,000 |
The options outstanding as of S
The options outstanding as of September 30, 2021, have been classified by exercise price, as follows (Details) - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Exercise Price $1.79 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1.79 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 850,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 11 months 19 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.79 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 569,591 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.79 | |
Exercise Price Range $2.46 - $2.55 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 2.46 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 2,150,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 6 months 26 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.54 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 2.55 | |
Exercise Price Range $1.79 - $2.55 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1.79 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 3,000,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 4 months 28 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.33 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 569,591 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.79 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 2.55 | |
Total Options [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1.79 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 4,760,919 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 7 months 2 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.50 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 712,290 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2.56 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 1,856 | |
Exercise Price $2.51 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 2.51 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,760,000 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 10 months 24 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.51 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 141,900 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | 2.51 | |
Exercise Price Range $480.00 - $560.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 480 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 894 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 4 years 2 months 12 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 537.34 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 774 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 533.84 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 560 | |
Exercise Price Range $1,208.00 - $1,352.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 1,208 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 25 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 6 months | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1,336 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 25 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1,336 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1,352 | |
Exercise Price Range $480.00 - $1352.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 480 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 1,760,919 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 10 months 24 days | |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2.80 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 142,699 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 5.63 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1,352 |
The total stock-based compensat
The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the three and nine months ended September 30, 2021 and 2020, was comprised (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
General and administrative | $ 4,148,000 | $ 20,000 | $ 4,732,000 | $ 272,000 |
Total stock-based compensation | $ 4,148,000 | $ 20,000 | $ 4,732,000 | $ 272,000 |
A summary of option activity un
A summary of option activity under the Company’s stock option plans as of September 30, 2021, and changes during the nine months ended are as follows (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber1-1] | 6,693 | 103,105 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 925 | 1,388 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 564.43 | $ 636.47 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 10 months 24 days | 6 years 3 months 29 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRestrictedStockAwardInPeriod1] | (1,070,000) | (96,875) |
[custom:RestrictedStockAwards] | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod1] | 6 | 463 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (6) | (463) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 1,352 | $ 780.54 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAuthorized] | 7,500,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentStockOptionsGranted] | (1,760,000) | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentStockOptionsGrantedPeriod] | 1,760,000 | |
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentStockOptionsGrantedInPeriodWeightedAverageExercisePrice] | $ 2.51 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber1-2] | 4,676,699 | 6,693 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,760,919 | 925 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 2.80 | $ 564.43 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | May 25, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Unrecognized compensation cost | $ 3,300,000 | $ 3,300,000 | ||
Weighted average period | 3 years 6 months 14 days | |||
Preferred Stock, Shares Authorized | 100,000 | 25,000,000 | 25,000,000 | |
Share-based Payment Arrangement, Expense | $ 42,000 | $ 587,000 | ||
Mr Read And Mr Long [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Unrecognized compensation cost | $ 472,000 | $ 472,000 | ||
Weighted average period | 2 years 8 months 12 days | |||
Common Class A [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common Stock, Shares Authorized | 1,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 700,000 | 63,346,921 | 63,346,921 | |
Common Class B [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common Stock, Shares Authorized | 500,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Common Stock, Shares, Outstanding | 500,000 | 0 | 0 | 0 |
Chief Executive Officer [Member] | Common Stock [Member] | Subsidiaries [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 14.64 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
During the nine months ended Se
During the nine months ended September 30, 2021, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at September 30, 2021: (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Exercise Price $0.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | ||
Class of Warrant or Right, Outstanding | 6,500 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 2 years 6 months | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | ||
[custom:ClassOfWarrantOrRightExercisable-0] | 6,500 | |
[custom:ClassOfWarrantOrRightExercisableWeightedAverageExercisePrice-0] | ||
Exercise Price $0.00 [Member] | Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.88 | |
Exercise Price $8.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,864,410 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 2 years 11 months 26 days | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 1.81 | |
[custom:ClassOfWarrantOrRightExercisable-0] | 5,864,410 | |
Exercise Price $8.00 [Member] | Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.88 | |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 1.81 | |
Exercise Price $8.00 [Member] | Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.01 | |
Exercise Price $12.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | 53,452 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 2 years 7 months 17 days | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 12.74 | |
[custom:ClassOfWarrantOrRightExercisable-0] | 53,452 | |
Exercise Price $12.00 [Member] | Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 12.74 | |
Exercise Price $12.00 [Member] | Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.80 | |
Exercise Price $19.80 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | 16,225 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 1 year 5 months 12 days | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 733.40 | |
[custom:ClassOfWarrantOrRightExercisable-0] | 16,225 | |
Exercise Price $19.80 [Member] | Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 440 | |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 733.40 | |
Exercise Price $19.80 [Member] | Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 920 | |
Exercise Price $440.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | 2,367 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 1 year 5 months 8 days | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 1,404.85 | |
[custom:ClassOfWarrantOrRightExercisable-0] | 2,367 | |
Exercise Price $440.00 [Member] | Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1,040 | |
[custom:ClassOfWarrantOrRightsExercisableWeightedAverageExercisePrice-0] | 1,404.85 | |
Exercise Price $440.00 [Member] | Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2,000 | |
Exercise Price 6 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,942,954 | |
[custom:ClassOfWarrantOrRightWeightedAverageRemainingContractualTerm] | 3 years 11 months 23 days | |
[custom:ClassOfWarrantOrRightWeightedAverageExercisePriceOfWarrantsOrRight-0] | $ 4.46 | |
[custom:ClassOfWarrantOrRightExercisable-0] | 5,942,954 | |
Exercise Price 6 [Member] | Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2,000 |
The Company utilized the Black-
The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2021 (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 86.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.17% |
Maximum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 104.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.38% |
Other current liabilities at Se
Other current liabilities at September 30, 2021 and December 31, 2020 consisted of (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll and payroll taxes | $ 3,213,000 | $ 1,412,000 |
Warranty liability | 90,000 | 91,000 |
Deferred tax liability | 18,000 | |
Other accrued expenses | $ 305,000 | $ 269,000 |
The following table provides a
The following table provides a summary of leases by balance sheet category as of September 30, 2021 (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 5,201,000 | |
Operating lease liability - current | 1,014,000 | $ 524,000 |
Operating lease liability - non-current | $ 4,265,000 | $ 3,855,000 |
The components of lease expense
The components of lease expenses for the nine months ended September 30, 2021, were as follows (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,025,000 |
Short-term lease cost | |
Variable lease cost |
he following tables provides a
he following tables provides a summary of other information related to leases for the nine months ended September 30, 2021: (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 1,025,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Operating Lease, Weighted Average Remaining Lease Term | 6 years 4 months 24 days |
Operating Lease, Weighted Average Discount Rate, Percent | 8.00% |
Maturity of lease liabilities u
Maturity of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2021, were as follows: (Details) | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remainder) | $ 380,000 |
2022 | 1,428,000 |
2023 | 1,130,000 |
2024 | 1,018,000 |
2025 | 751,000 |
Thereafter | 2,180,000 |
Total lease payments | 6,887,000 |
Less interest | (1,608,000) |
Present value of lease liabilities | $ 5,279,000 |
Notes payable at September 30,
Notes payable at September 30, 2021 and December 31, 2020, were comprised of the following (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes Payable | $ 1,697,000 | $ 4,384,000 |
Less: current portion | (1,697,000) | (4,048,000) |
Notes payable – long-term portion | 336,000 | |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 196,000 | |
Exercise Price Range $480.00 - $560.00 [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 1,162,000 | |
SBA Economic Injury Disaster Loan [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 150,000 | |
Short Term Bank Credit [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 1,037,000 | 1,404,000 |
Esousa Purchased Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | 200,000 | |
Other Short Term Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | $ 660,000 | 1,089,000 |
Debt, Weighted Average Interest Rate | 12.00% | |
Warrants and Common Stock [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable | $ 183,000 | |
Short Term Notes 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 3.90% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 20, 2021 | Jan. 11, 2021 | Apr. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ (12,823,000) | $ 929,000 | $ (13,298,000) | |||||
Exercise Price Range $480.00 - $560.00 [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 715,000 | $ 715,000 | ||||||
Investor [Member] | Common Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 183,214 | |||||||
Stock Issued During Period, Value, New Issues | $ 216,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 234,000 | |||||||
Microphase Corporation [Member] | Exercise Price Range $480.00 - $560.00 [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 467,000 |
Notes payable _ related parti_3
Notes payable – related parties at September 30, 2021 and December 31, 2020, were comprised of the followin (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Notes Payable Related Parties | ||
Notes payable, related parties | $ 240,000 | |
Less: current portion | (188,000) | |
Notes payable, related parties – long-term portion | $ 52,000 |
Convertible notes payable at Se
Convertible notes payable at September 30, 2021 and December 31, 2020, were comprised of the following (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt Instrument, Unamortized Discount, Current | $ (213,000) | $ (274,000) |
[custom:ConvertibleNotesPayableNetOfFinancingCost-0] | $ 447,000 | 386,000 |
Convertible Debt Three [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 4.00% | |
Long-term Debt, Current Maturities | $ 660,000 | $ 660,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2021USD ($)Number | Sep. 30, 2020USD ($) | May 20, 2019USD ($)$ / sharesshares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
[custom:DebtDiscountAmount-0] | $ 407,000 | ||
Interest Expense, Debt | $ 40,000 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Number | 0.0218 | ||
Measurement Input, Price Volatility [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Number | 0.8751 | ||
Securities Purchase Agreement [Member] | Convertible Promissory Note Twelve [Member] | Investor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
[custom:AggregatePurchasePrice-0] | $ 500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||
Debt Instrument, Face Amount | $ 660,000 | ||
Warrants and Rights Outstanding, Term | 5 years | ||
Common Stock, Shares, Issued | shares | 12,500 | ||
Share Price | $ / shares | $ 4 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | ||
[custom:DebtDiscountAmount-0] | $ 58,000 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 188,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Nov. 28, 2018USD ($) |
Blockchain Mining Supply And Services Ltd [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Paid, Value | $ 1,388,495 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 12, 2021 | May 12, 2021 | Mar. 05, 2021 | Jan. 31, 2021 | Jan. 22, 2021 | Sep. 30, 2021 | Jun. 11, 2021 | May 25, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 25,000,000 | 100,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 275,862 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 400,000 | ||||||||
Esousa Holdings L L C [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 183,214 | ||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||
Accrued Liabilities, Current | 16,000 | ||||||||
[custom:LossOnExtinguishment] | $ 234,000 | ||||||||
Sales Agreement 2021 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:AggregateOfferingPriceOfCommonStock] | $ 200,000,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 3,470,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 160,500,000 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:StockIssuedDuringPeriodSharesAgreedToPurchase] | 1,000,000 | ||||||||
[custom:StockIssuedDuringPeriodSharesAgreedToPurchaseValue] | $ 2,990,000 | ||||||||
Shares Issued, Price Per Share | $ 2.99 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 125,000 | 125,000 | |||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 7,040 | 7,040 | |||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary Equity, Shares Authorized | 2,500 |
The following data presents the
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 tha (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | $ (49,874,000) | $ (1,625,000) | $ (2,850,000) | $ (5,324,000) | |
September 30, 2020 | 28,145,000 | 554,000 | |||
Assets | 225,721,000 | 225,721,000 | $ 75,643,000 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 7,803,000 | 5,705,000 | 24,272,000 | 16,709,000 | |
Revenue, lending and trading activities | (38,869,000) | (29,000) | 19,615,000 | (27,000) | |
Revenue, cryptocurrency mining | 272,000 | 693,000 | |||
Total revenues | (30,794,000) | 5,676,000 | 44,580,000 | 16,682,000 | |
amortization expense | 370,000 | 182,000 | 1,007,000 | 609,000 | |
Income (loss) from operations | (42,261,000) | (30,000) | 9,964,000 | (30,000) | |
September 30, 2020 | 22,555,000 | 554,000 | 28,145,000 | 554,000 | |
Assets | 225,721,000 | 43,646,000 | 225,721,000 | 43,646,000 | |
Operating Segments [Member] | G W W [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 6,373,000 | 4,329,000 | 19,198,000 | 12,906,000 | |
Revenue, lending and trading activities | |||||
Revenue, cryptocurrency mining | |||||
Total revenues | 6,373,000 | 4,329,000 | 19,198,000 | 12,906,000 | |
amortization expense | 213,000 | 171,000 | 641,000 | 479,000 | |
Income (loss) from operations | 19,000 | 119,000 | (766,000) | 119,000 | |
September 30, 2020 | 120,000 | 528,000 | 686,000 | 528,000 | |
Assets | 30,584,000 | 21,186,000 | 30,584,000 | 21,186,000 | |
Operating Segments [Member] | Coolisys [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 | |
Revenue, lending and trading activities | |||||
Revenue, cryptocurrency mining | |||||
Total revenues | 1,094,000 | 1,376,000 | 4,308,000 | 3,803,000 | |
amortization expense | 6,000 | 11,000 | 19,000 | 130,000 | |
Income (loss) from operations | (408,000) | (27,000) | (490,000) | (27,000) | |
September 30, 2020 | 26,000 | 26,000 | |||
Assets | 3,811,000 | 21,010,000 | 3,811,000 | 21,010,000 | |
Operating Segments [Member] | Ault [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 336,000 | 766,000 | |||
Revenue, lending and trading activities | (38,869,000) | (29,000) | 19,615,000 | (27,000) | |
Revenue, cryptocurrency mining | 272,000 | 693,000 | |||
Total revenues | (38,261,000) | (29,000) | 21,074,000 | (27,000) | |
amortization expense | 151,000 | 347,000 | |||
Income (loss) from operations | (41,872,000) | (122,000) | 11,220,000 | (122,000) | |
September 30, 2020 | 22,435,000 | 27,459,000 | |||
Assets | $ 192,326,000 | $ 1,450,000 | $ 192,326,000 | $ 1,450,000 |
The following tables provide th
The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2021 and 2020 to a single customer from which 10% or more of total revenues are derived (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 2,635,000 | $ 1,863,000 | $ 6,819,000 | $ 5,596,000 |
Concentration Risk, Percentage | 9.00% | 33.00% | 15.00% | 34.00% |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 1,065,000 | $ 2,661,000 | ||
Concentration Risk, Percentage | 19.00% | 16.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
[custom:EffectiveIncomeTaxRate] | 730.00% | 0.00% | 910.00% | 0.10% |
Income Tax Expense (Benefit) | $ 3,366,000 | $ 6,000 | $ (144,000) | $ 18,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Nov. 18, 2021USD ($)shares | Nov. 15, 2021shares | Nov. 09, 2021 | Nov. 09, 2021$ / sharesshares | Nov. 05, 2021USD ($)ft² | Oct. 31, 2021$ / sharesshares | Nov. 30, 2021USD ($) | Jun. 11, 2021$ / shares |
Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.99 | |||||||
Subsequent Event [Member] | Turn On Green [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Area of Land | ft² | 31,165 | |||||||
Description of Lessee Leasing Arrangements, Operating Leases | The lease term is approximately 50 months ending January 31, 2026 | |||||||
Short-term Lease Commitment, Amount | $ | $ 2,300,000 | |||||||
Purchase obligation | $ | $ 121,000,000 | |||||||
Subsequent Event [Member] | Stock Incentive Plan 2021 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 100,000 | |||||||
Exercise price | $ / shares | $ 2.66 | |||||||
Vesting description | vesting ratably over 48 months beginning October 1, 2021 | |||||||
Subsequent Event [Member] | Each Independent Director [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 100,000 | |||||||
Exercise price | $ / shares | $ 2.19 | |||||||
Vesting description | vesting monthly beginning on January 1, 2023 and ending December 31, 2024 and will be exercisable upon approval by the NYSE American and the Company’s stockholders | |||||||
Subsequent Event [Member] | Milton C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 1,000,000 | |||||||
Subsequent Event [Member] | William Home C [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 800,000 | |||||||
Subsequent Event [Member] | Henry Nisser [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 600,000 | |||||||
Subsequent Event [Member] | Kenneth Cragun [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 300,000 | |||||||
Subsequent Event [Member] | Executive Chairman And Other [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ / shares | $ 2.19 | |||||||
Vesting description | vesting monthly beginning on January 1, 2023 and ending December 31, 2024 and exercisable upon approval by the NYSE American and the Corporation’s stockholders | |||||||
Subsequent Event [Member] | Certain Employees [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 1,635,000 | |||||||
Exercise price | $ / shares | $ 2.19 | |||||||
Vesting description | vesting over 36 months beginning on January 1, 2022 | |||||||
Subsequent Event [Member] | Certain Employees [Member] | Stock Incentive Plan 2021 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase share | 200,000 | |||||||
Vesting description | Such shares will vest 25% on November 15, 2021, 25% on May 15, 2022, 25% on November 15, 2022 and 25% on May 15, 2023 | |||||||
Subsequent Event [Member] | Sales Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares | 17,900,000 | |||||||
[custom:GrossProceedsFromIssuanceOrSaleOfEquity] | $ | $ 39,500,000 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares | 1,650,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 2.42 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares | 2,650,000 |