Date: 8/28/2020
Form: S-1 - General form for registration of securities under the Securities Act of 1933
Document and Entity Information |
6 Months Ended |
|---|---|
Jun. 30, 2020 | |
| Document and Entity Information [Abstract] | |
| Entity Registrant Name | ComSovereign Holding Corp. |
| Entity Central Index Key | 0001178727 |
| Amendment Flag | false |
| Document Type | S-1 |
| Entity Filer Category | Non-accelerated Filer |
| Entity Small Business | true |
| Entity Emerging Growth Company | false |
| Entity Incorporation State Country Code | NV |
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- References No definition available.
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- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. No definition available.
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| X | ||||||||||
- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Two-character EDGAR code representing the state or country of incorporation. No definition available.
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Accrued warranty liability. No definition available.
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- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount receivable from related parties classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount, after accumulated amortization, of right-of-use asset from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of (a) interest payable on all forms of debt, including trade payables, that has been incurred, and (b) dividends declared but unpaid on equity securities issued by the entity and outstanding (also includes dividends collected on behalf of another owner of securities that are being held by the entity). Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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| X | ||||||||||
- Definition The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amounts due from parties associated with the reporting entity as evidenced by a written promise to pay, due within 1 year (or 1 business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of current assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of long-term debt classified as other, payable within one year or the operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 300,000,000 | 300,000,000 |
| Common stock, shares issued | 128,846,064 | 128,326,243 |
| Common stock, shares outstanding | 128,846,064 | 128,326,243 |
| Treasury stock, shares | 100,000 | 100,000 |
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- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Condensed Consolidated Statement of Operations - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|||
| Income Statement [Abstract] | |||||||
| Revenue | $ 3,010,093 | $ 985,997 | $ 5,495,297 | $ 1,002,911 | $ 4,712,212 | ||
| Cost of Goods Sold | 1,552,724 | 881,332 | 2,613,632 | 888,270 | 2,990,716 | ||
| Gross Profit | 1,457,369 | 104,665 | 2,881,665 | 114,641 | 1,721,496 | ||
| Operating Expenses | |||||||
| Research and development | [1] | 413,012 | 60,653 | 701,485 | 60,964 | 174,257 | |
| Sales and marketing | [1] | 15,571 | 1,656 | 29,625 | 3,815 | 6,222 | |
| General and administrative | [1] | 4,246,748 | 3,589,224 | 8,680,321 | 4,392,935 | 14,325,078 | |
| Depreciation and amortization | 2,912,912 | 2,244,991 | 5,745,063 | 2,478,219 | 7,567,184 | ||
| Gain on sale of fixed assets | (98,410) | ||||||
| Total Operating Expenses | 7,588,243 | 5,896,524 | 15,156,494 | 6,935,933 | 21,974,331 | ||
| Net Operating Loss | (6,130,874) | (5,791,859) | (12,274,829) | (6,821,292) | (20,252,835) | ||
| Other Income (Expense) | |||||||
| Loss on conversion of debt | (2,640,000) | ||||||
| Net loss on extinguishment of debt | (434,774) | ||||||
| Loss on investment | (24) | ||||||
| Foreign currency transaction (gain)/loss | (51,030) | 242,226 | 39,788 | 242,226 | 191,547 | ||
| Interest expense | (1,383,781) | (331,368) | (2,356,821) | (362,602) | (8,399,663) | ||
| Gain on the sale of assets | 197,089 | 663 | 197,089 | ||||
| Other expense | (147,430) | ||||||
| Total Other Expenses | (1,434,811) | 107,947 | (2,316,394) | 76,713 | (11,430,320) | ||
| Net Loss Before Income Taxes | (7,565,685) | (5,683,912) | (14,591,223) | (6,744,579) | (31,683,155) | ||
| Deferred Tax Benefit | 1,396,155 | 1,686,145 | 4,137,900 | ||||
| Net Loss | $ (7,565,685) | $ (4,287,757) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) | ||
| Loss per common share: | |||||||
| Basic | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| Diluted | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| Weighted-average shares outstanding: | |||||||
| Basic | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
| Diluted | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
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| X | ||||||||||
- Definition Gain loss on conversion of debt No definition available.
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| X | ||||||||||
- Definition Cost of product sold and service rendered, excluding depreciation, depletion, and amortization. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of gain (loss) included in earnings for investments classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of income related to nonoperating activities, classified as other. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
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| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Condensed Consolidated Statement of Comprehensive Loss - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Statement of Comprehensive Income [Abstract] | |||||
| Net Loss | $ (7,565,685) | $ (4,287,757) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) |
| Other Comprehensive Loss: | |||||
| Foreign currency translation adjustment | (21,699) | (23,383) | |||
| Total Comprehensive Loss | $ (7,565,685) | $ (4,287,757) | $ (14,612,922) | $ (5,058,434) | $ (27,568,638) |
| X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the share-based compensation. No definition available.
|
| X | ||||||||||
- Definition Common stock issued as debt issuance costs. No definition available.
|
| X | ||||||||||
- Definition Common stock issued as debt issuance costs, shares. No definition available.
|
| X | ||||||||||
- Definition Common stock issued as restricted stock awards. No definition available.
|
| X | ||||||||||
- Definition Common stock issued as restricted stock awards, shares. No definition available.
|
| X | ||||||||||
- Definition Conversion of comsovereign corp stock into Drone Aviation Holding Company Stock. No definition available.
|
| X | ||||||||||
- Definition Conversion of comsovereign corp stock into Drone Aviation Holding Company Stock shares. No definition available.
|
| X | ||||||||||
- Definition Conversion of preferred stock, shares. No definition available.
|
| X | ||||||||||
- Definition Conversion of preferred stock. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for payment of accrued interest. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for payment of accrued interest, shares. No definition available.
|
| X | ||||||||||
- Definition Merger with Drone Aviation Holding Company. No definition available.
|
| X | ||||||||||
- Definition Shares of Merger with ComSovereign. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for exercise of warrants. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for exercise of warrants, shares. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for cash. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for cash, shares. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible debentures. No definition available.
|
| X | ||||||||||
- Definition Shares of stock issued pursuant to Indura powe acquisitions during the period. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for settlement of accounts payable by shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for settlement of debt by shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of preferred stock for silver bullet technology acquisition by shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for transform-X, Inc acquisition by shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of preferred stock for VEO, Inc. acquisition by shares. No definition available.
|
| X | ||||||||||
- Definition The gross value of stock issued during the period upon the conversion of convertible debentures. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued pursuant to Indura powe acquisitions during the period. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for settlement of accounts payable. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for settlement of debt. No definition available.
|
| X | ||||||||||
- Definition Issuance of preferred stock for silver bullet technology acquisition. No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for transform-X, Inc acquisition. No definition available.
|
| X | ||||||||||
- Definition Issuance of preferred stock for VEO, Inc. acquisition. No definition available.
|
| X | ||||||||||
- Definition Warrants issued for services. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in additional paid in capital (APIC) resulting from a tax benefit (deficiency) associated with an share-based compensation plan other than an employee stock ownership plan (ESOP). No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of deferred taxes for convertible debt with a beneficial conversion feature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of tax expense (benefit) allocated to other comprehensive income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) |
Dec. 31, 2019
$ / shares
|
|---|---|
| Statement of Stockholders' Equity [Abstract] | |
| Common stock at a price | $ 0.8902 |
| X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Acquisition of net assets No definition available.
|
| X | ||||||||||
- Definition The value of amortization of debt discounts and debt issuance costs. No definition available.
|
| X | ||||||||||
- Definition The value of amortization of right-of-use asset. No definition available.
|
| X | ||||||||||
- Definition Amount of beneficial conversion feature for the period. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Noncash Investing and Financing Activities Common stock issued for conversion of debt. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for conversion of senior convertible debentures. No definition available.
|
| X | ||||||||||
- Definition Common stock issued for payment of accounts payable. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Debt incurred to sellers for Fast Plastic Parts, LLC and Spring Creek Manufacturing, Inc. acquisition. No definition available.
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in current liabilities classified as other. No definition available.
|
| X | ||||||||||
- Definition The cash outflow to increase decrease in other income net. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Issuance of founder shares at inception for the period, No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Gain loss on conversion of debt No definition available.
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Proceeds from disposal of property and equipment No definition available.
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Recognition of right-of-use operating lease asset and liability. No definition available.
|
| X | ||||||||||
- Definition Warrants issued for services. No definition available.
|
| X | ||||||||||
- Definition Warrants issued in conjunction with debt agreements. No definition available.
|
| X | ||||||||||
- Definition The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash inflow associated with the acquisition of business during the period (for example, cash that was held by the acquired business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) from the effect of exchange rate changes on cash and cash equivalent balances held in foreign currencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash outflow for principal payment on finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of assets utilized in financial service operations. No definition available.
|
| X | ||||||||||
- Definition The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amount due to the reporting entity for good and services provided to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management, an entity and its principal owners, management, member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amount due from borrowers for interest payments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in accrued expenses, and obligations classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families; affiliates; or other parties with the ability to exert significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of liabilities that result from activities that generate operating income. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in current assets classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) of consideration paid in advance for other costs that provide economic benefits in future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The net cash inflow or outflow in aggregate debt due to repayments and proceeds from additional borrowings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
Description of Business and Basis of Presentation |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Description of Business and Basis of Presentation [Abstract] | ||
| DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
COMSovereign Holding Corp., formerly known as Drone Aviation Holding Corp. (the Company), provides technologically-advanced telecom solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. The Company has assembled a portfolio of communications, power and niche technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid rollout of the 5G and "next-Generation" ("nG") networks of the future. The Company focuses on special capabilities, including signal modulations, antennae, software, hardware, and firmware technologies that enable increasingly efficient data transmission across the radio-frequency spectrum. The Company's product solutions are complemented by a broad array of services including technical support, systems design and integration, and sophisticated research and development programs. Since the Company's business operations are in this early stages and the Company has a limited operating history as a consolidated company, the Company may be susceptible to numerous risks, uncertainties, expenses and difficulties associated with early stage enterprises as outlined in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. While the Company competes globally on the basis of its innovative technology, broad product offerings, high-quality and cost-effective customer solutions, as well as the scale of its global customer base and distribution, the Company's primary focus is on the North American telecom infrastructure and service market. The Company believes it is in a unique position to rapidly increase its near-term domestic sales as it is among the few U.S.-based providers of telecommunications equipment and services.
Corporate History
The Company was incorporated in Nevada on April 17, 2014. On June 3, 2014, the Company acquired Drone Aviation Corp. through a share exchange transaction, and on March 26, 2015, Drone Aviation Corp. merged with and into the Company. As a result of the share exchange and merger with Drone Aviation Corp., the Company acquired Drone Aviation Corp.'s subsidiary, Lighter Than Air Systems Corp., which does business under the name Drone Aviation.
On November 27, 2019, the Company completed the acquisition (the "ComSovereign Acquisition") of ComSovereign Corp., a Delaware corporation ("ComSovereign") in a stock-for-stock transaction with a total purchase price of approximately $75 million. The ComSovereign Acquisition was treated as a reverse merger for accounting purposes under U.S. GAAP with ComSovereign as the accounting acquirer and the Company as the accounting acquiree. As a result, our condensed consolidated financial statements included in this Quarterly Report are those of ComSovereign for the three months ended June 30, 2019 and the period January 10, 2019 (Inception) to June 30, 2019 and those of the Company for the three-and six-month periods ended June 30, 2020. The operations of our pre-acquisition business, which consisted primarily of the operations of Drone Aviation, are included in our consolidated operating results only for the three-and six-month periods ended June 30, 2020.
ComSovereign was incorporated in the state of Delaware on January 10, 2019 and commenced operations through a series of acquisitions.
On January 31, 2019, ComSovereign acquired the capital stock of VEO, a San Diego, California-based research and development company innovating Silicon Photonics (SiP) technologies for use in copper-to-fiber-to-copper switching, high-speed computing, high-speed ethernet, autonomous vehicle applications, mobile devices and 5G wireless equipment.
On January 31, 2019, ComSovereign acquired the capital stock of InduraPower Inc. ("InduraPower"), a Tucson, Arizona-based developer and manufacturer of intelligent batteries and back-up power supplies for network systems and telecom nodes. It also provides power designs and batteries for the aerospace, marine and automotive industries.
On March 4, 2019, ComSovereign acquired the capital stock of Silver Bullet Technology, Inc. ("Silver Bullet"), a California-based engineering firm that designs and develops next generation network systems and components, including large scale network protocol development, software-defined radio systems and wireless network designs.
On April 1, 2019, ComSovereign acquired the equity securities of DragonWave-X, LLC and its operating subsidiaries, DragonWave Corp. and DragonWave-X Canada, Inc. (collectively, "DragonWave"), a Dallas-based manufacturer of high-capacity microwave and millimeter point-to-point telecom backhaul radio units. DragonWave and its predecessor have been selling telecom backhaul radios since 2012 and its microwave radios have been installed in over 330,000 locations in more than 100 countries worldwide. According to a report by the U.S. Federal Communications Commission, as of December 2019, DragonWave was the second largest provider of licensed point-to-point microwave backhaul radios in North America.
On April 1, 2019, ComSovereign acquired the capital stock of Lextrum Inc. ("Lextrum"), a Tucson, Arizona-based developer of full-duplex wireless technologies and components, including multi-reconfigurable RF antennae and software programs. This technology enables the doubling of a given spectrum band by allowing simultaneous transmission and receipt of radio signals on the same frequencies.
On March 6, 2020, the Company's newly-formed subsidiary, Sovereign Plastics LLC ("Sovereign Plastics"), acquired substantially all of the assets of a Colorado Springs, Colorado-based manufacturer of Plastics and metal components to third-party manufacturers. The Company acquired its Sovereign Plastics business to increase its operating margins by reducing the manufacturing and production costs of its telecom products. Sovereign Plastics will also primarily operate as the material, component manufacturing and supply chain source for all of the Company's subsidiaries. The Company does not expect the revenues of Sovereign Plastics from sales to third parties to be material in the future.
Each of the Company's subsidiaries was acquired to address a different opportunity or segment within the North American telecom infrastructure and service market.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and with the rules and regulations of the Security and Exchange Commission (SEC) for interim financial information. As a result, the statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial positions, results of operations and cash flows for such periods. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the Company's results of operations, financial position or cash flows that may be expected for the full fiscal year or future operating periods. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
The unaudited consolidated financial statements as of, and for the three- and six-month periods ended June 30, 2020 include the accounts of the Company and its wholly-owned subsidiaries: Drone AFS Corp., Lighter Than Air Systems Corp., DragonWave, Lextrum, Silver Bullet, VEO, InduraPower and Sovereign Plastics. All intercompany transactions and accounts have been eliminated.
Reclassifications
Certain immaterial December 31, 2019 amounts have been reclassified to be consistent with the current period presentation.
Use of Estimates
The preparation of unaudited financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical factors, current circumstances and the experience and judgment of management. The Company evaluates its estimates, assumptions and judgments on an ongoing basis and may employ outside experts to assist in making these evaluations. Hence, changes in such estimates, based on more accurate information or different assumptions or conditions make cause actual results to differ from those estimates. |
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
COMSovereign Holding Corp., formerly known as Drone Aviation Holding Corp. ("the "Company"), is a provider of technologically-advanced telecom solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. The Company has assembled a portfolio of communications, power and niche technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid rollout of the 5G and "next-Generation" ("nG") networks of the future. The Company focuses on special capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the radio-frequency spectrum. The Company's product solutions are complemented by a broad array of services including technical support, systems design and integration, and sophisticated research and development programs. The Company competes globally on the basis of its innovative technology, broad product offerings, high-quality and cost-effective customer solutions, as well as the scale of its global customer base and distribution. In addition, the Company believes it is in a unique position to rapidly increase its near-term domestic sales as it is among the few U.S.-based providers of telecommunications equipment and services.
Acquisition of ComSovereign Corp.
The Company was incorporated under the laws of the State of Nevada on April 17, 2014. On November 27, 2019, the Company entered into an Agreement and Plan of Merger dated as of November 27, 2019 (the "Merger Agreement") with ComSovereign Corp., a Delaware corporation ("ComSovereign"), and DACS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"). The Merger Agreement provided for the merger of Merger Sub with and into ComSovereign (hereafter referred to as the "ComSovereign Acquisition"). As a result of the ComSovereign Acquisition, Merger Sub ceased to exist, and ComSovereign became the surviving corporation and a direct wholly-owned subsidiary of the Company. Additionally, the former stockholders of ComSovereign (the "ComSovereign Stockholders") received a direct equity ownership and controlling equity interest in the Company. For each share of ComSovereign common stock, the stockholder received 1.8902 shares of the Company's common stock. The ComSovereign Acquisition was completed on November 27, 2019. On December 10, 2019, the Company changed its name from Drone Aviation Holding Corp. to COMSovereign Holding Corp.
The ComSovereign Acquisition was accounted for as a reverse merger with ComSovereign acquiring the assets of the Company, and the net assets, including other intangible assets, of the Company prior to the ComSovereign Acquisition being recorded at fair value with the excess purchase price allocated to goodwill. As a result of the completion of the ComSovereign Acquisition, these consolidated financial statements include (1) the assets and liabilities of the Company and its consolidated subsidiaries, including ComSovereign and its subsidiaries, as of December 31, 2019, (2) the historical operations of ComSovereign from inception (January 10, 2019) to the date of consummation of the ComSovereign Acquisition, and (3) and the operations of the Company and its subsidiaries from the date of completion of the ComSovereign Acquisition (November 27, 2019) to December 31, 2019.
Corporate History of ComSovereign
ComSovereign was incorporated in the state of Delaware on January 10, 2019. From the date of incorporation until the date of its first acquisition, as described below, ComSovereign had no business operations.
On January 12, 2019, two founding members of ComSovereign each acquired 6,000,000 shares of common stock at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 20, 2019, the same two founding members of ComSovereign each acquired an additional 6,000,000 shares of common stock at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 22, 2019, an additional 11 founding members of ComSovereign acquired an aggregate of 3,290,000 shares of common stock at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 23, 2019, one of the additional 11 founding members acquired an additional 500,000 shares of common stock at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 29, 2019, an additional founding member of ComSovereign acquired 100,000 shares of common stock at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 31, 2019, ComSovereign acquired the capital stock of VEO, Inc. ("VEO"). VEO is a research and development company innovating silicon photonic ("SiP") technologies for use in copper-to-fiber-to-copper switching, high-speed computing, high-speed ethernet, autonomous vehicle applications, mobile devices and 5G wireless equipment. In connection with the purchase of VEO, ComSovereign issued 1,500,000 unregistered shares of Series A Redeemable Convertible Preferred stock ("Preferred Series A") to Dr. Chen K. Sun, who is also a founding member of ComSovereign.
On January 31, 2019, ComSovereign acquired the capital stock of InduraPower Inc. ("InduraPower"). InduraPower is a manufacturer of intelligent batteries and back-up power supplies for network systems and telecom nodes. It also provides power designs and batteries for aerospace, marine and automotive industries. In connection with the purchase of InduraPower, ComSovereign issued an aggregate of 800,000 unregistered Preferred Series A shares. Of those 800,000 shares, 688,800 Preferred Series A shares were issued to Sergei Begliarov, who is a founding member of ComSovereign and who became the Chief Executive Officer of InduraPower, and the balance was distributed to four other shareholders.
On March 4, 2019, ComSovereign acquired the capital stock of Silver Bullet Technology, Inc. ("Silver Bullet"). Silver Bullet is an engineering firm that designs and develops next generation network systems and components, including large-scale network protocol development, software-defined radio-systems and wireless network designs. In connection with the purchase of Silver Bullet, ComSovereign issued 300,000 unregistered Preferred Series A shares to Dr. Dustin McIntire, who is a founding member of ComSovereign and who became the Company's Chief Technology Officer.
On April 1, 2019, ComSovereign acquired the capital stock of DragonWave-X LLC ("DragonWave") and Lextrum, Inc. ("Lextrum"). DragonWave is a manufacturer of high-capacity microwave and millimeter point-to-point telecom backhaul radio units. Lextrum is a manufacturer of full-duplex wireless technologies and components, including multi-reconfigurable radio frequency antennae and software programs. This technology enables the doubling of a given spectrum band by allowing simultaneous transmission and receipt of radio signals on the same frequencies. In connection with the purchase of DragonWave and Lextrum, ComSovereign issued an aggregate of 13,237,149 shares of common stock to the shareholders of the parent company of DragonWave and Lextrum. Included in those shareholders were Daniel L. Hodges, the Chairman of the parent company, and John E. Howell, the Director and Chief Executive Officer of the parent company. In accordance with the subsections of ASC 805-50, Business Combinations, Transactions Between Entities Under Common Control, the Company noted common control did not exist based on either voting interests or qualitative factors; therefore, the Company concluded that the transaction was considered at arms-length and accounted for the transaction based on ASC 805, Business Combinations.
On November 15, 2019, the 2,600,000 outstanding shares of Preferred Series A were exchanged for an aggregate of 2,600,000 shares of ComSovereign's common stock.
Basis of Presentation
The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The historical information is not necessarily indicative of the Company's future results of operations, financial position or cash flows.
Principle of Consolidation
The consolidated financial statements as of, and for the period from January 10, 2019 (inception) to December 31, 2019 ("fiscal 2019") include the accounts of the Company and its subsidiaries: Drone AFS Corp., Lighter Than Air Systems Corp., DragonWave, Lextrum, Silver Bullet, VEO and InduraPower.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Summary of Significant Accounting Policies |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes in the Company's significant accounting policies as of and for the three months ended June 30, 2020, as compared to the significant accounting policies described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for borrowing instruments that use LIBOR as a reference rate and is effective March 12, 2020 through December 31, 2022. The Company is currently evaluating the potential impact ASU 2020-04 will have on the Company's condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 will be effective for the Company in the fiscal years beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact that adopting ASU 2019-12 will have on the Company's condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. This standard will become effective for interim and annual periods beginning after December 15, 2022 and earlier adoption is permitted. The Company is evaluating the impact the adoption of Topic 326 will have on the Company's condensed consolidated financial statements. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2019.
Accounts Receivable and Credit Policies
Trade accounts receivable consist of amounts due from the sale of the Company's products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2019, the Company characterized $690,830 as uncollectible.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
Related Parties
The Company accounts for related party transactions in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Inventory
Inventory is valued at the lower of cost and net realizable value ("NRV"). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.
Investments
An investment is considered impaired if the fair value of the investment is less than its cost. Generally, an impairment is considered other-than-temporary unless (1) the Company has the ability and intent to hold an investment for a reasonable period of time sufficient for an anticipated recovery of the fair value up to (or beyond) the cost of the investment; and (2) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If impairment is determined to be other that temporary, then an impairment loss is recognized equal to the difference between the investment's cost and fair value.
Property and Equipment, net
Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:
Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.
Long-Lived Assets and Goodwill
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During fiscal 2019, the Company recorded no impairments.
Beneficial Conversion Features and Warrants
The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature ("BCF") related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model.
Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurement. As defined in ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally-developed methodologies that result in management's best estimate of fair value.
The Company's financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2019 approximated their fair value due to their short-term nature.
Debt Discounts
The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and has BCFs. See Note 10 – Debt Agreements and Note 15 – Warrants. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.
As described above under Beneficial Conversion Features and Warrants, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.
Debt Issuance Costs
The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.
Foreign Currency Translation
The Company's operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, that are primarily a direct and integral component or extension of the Company's operations, are translated into U.S. dollars ("USD") using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains and losses are included in foreign currency transaction gain (loss) in the Consolidated Statement of Operations.
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
To further assist with adoption and implementation of ASU 2014-09, the FASB issued the following ASUs:
The Company adopted these standards as of January 10, 2019 (date of incorporation).
At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.
The Company has determined that it has the following performance obligations related to its products and services: equipment, software license, extended warranty, training, installation and consulting service. Revenue from equipment, software license, training and installation are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from extended warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.
For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers a number of factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.
Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the "expected value" method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.
Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.
The Company provides limited warranties for products sold to customers, typically for 13 months, covering product defects. Such limited warranties are not sold separately and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of limited warranties are not considered to be separate performance obligations. In accordance with applicable guidance, the expected cost of the limited warranties is recorded as accrued warranty liability on the Consolidated Balance Sheet. Optional extended warranties are sold to customers and include additional support services.
The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company's performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.
Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2019, there were no such capitalized costs.
The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2019, there were no such financing components.
Research and Development
Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria and are expensed as incurred.
Share-Based Compensation
Employees
The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting ("Topic 718") and has a policy to account for forfeitures as they occur.
Non-Employees
Effective January 10, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"), which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to non-employees under Subtopic 505-50, Equity, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company's consolidated financial statements.
Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in shareholders' equity.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires organizations to recognize right-of-use ("ROU") lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. To further assist with adoption and implementation of ASU 2016-02, the FASB issued the following ASUs:
ASU 2018-11 provided entities with an additional transition method to adopt the new lease standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if any. The new lease standard was effective for fiscal years beginning after December 15, 2018. The Company adopted these standards in the first quarter of 2019 utilizing the transition method allowed under ASU 2018-11. See Note 17 — Leases for more information related to the Company's leases.
Income Taxes
The Company accounts for income taxes utilizing ASC 740, Income Taxes. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company's financial statements or tax returns. The Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2019. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations.
Earnings or Loss per Share
The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock awards and warrants for each period.
There were no adjustments to net loss, the numerator, for purposes of computing basic earnings per share. The following table sets out the computation of basic and diluted income (loss) per share:
Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are dilutive in periods of net loss available to common shareholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company's common stock for the period, regardless of whether the Company is in a period of net loss available to common shareholders. The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive: stock options of 837,479, restricted stock units of 156,091 and warrants of 48,498.
Reportable Segments
U.S. GAAP establishes standards for reporting financial and descriptive information about a company's reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer, who currently reviews the financial performance and the results of operations of our operating subsidiaries on a consolidated basis when making decisions about allocating resources and assessing performance of our company. Accordingly, we currently consider ourselves to be in a single reporting segment for reporting purposes focused on the North American development, manufacturing and production of products and services for the telecom infrastructure market.
As we are still in the early stages of developing our company, we have historically managed our subsidiaries within this single operating segment and do not assess the performance of our product lines or geographic regions or other measures of income or expense, such as product expense, operating income or net income. Each of our subsidiaries is operated under the same senior management of our company, and we view the operations of our subsidiaries as a whole for making business decisions. Employees of one subsidiary, particularly mechanical engineers, are often called upon to assist in the operations of another subsidiary. As the development of our company matures and we move toward full scale production with increased marketing efforts, we will continue to evaluate additional segment disclosure requirements.
Recent Accounting Pronouncements
Management believes there have not been any recently issued, but not effective, accounting standards which, if currently adopted, would have a material effect on the Company's financial statements. |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Going Concern |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Going Concern | ||
| GOING CONCERN | 3. GOING CONCERN
U.S. GAAP requires management to assess a company's ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.
The accompanying unaudited consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the six months ended June 30, 2020, the Company generated negative cash flows from operations of $1,432,896 and had an accumulated deficit of $42,136,478 and negative working capital of $16,730,537.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. The Company intends to position itself so that it will be able to raise additional funds through the capital markets and secure lines of credit. The Company anticipates an approximate $15,000,000 offering of equity securities in the third quarter of 2020. The Company's fiscal operating results, accumulated deficit, and negative working capital, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. Nevertheless, the Company believes the fundraising actions outlined above, and its future operating cash flows, will enable it to meet its liquidity requirements through June 2021. There can be no assurance that the Company will be successful in any capital-raising efforts that it may undertake, and the failure of the Company to raise additional capital could adversely affect its future operations and viability. |
4. GOING CONCERN
On August 27, 2014, the FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to assess a company's ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.
The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For fiscal 2019, the Company generated negative cash flows from operations of $6,853,247 and had an accumulated deficit of $27,545,255 and negative working capital of $6,477,230.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. The Company intends to position itself so that it will be able to raise additional funds through the capital markets and secure lines of credit. The Company is in discussion with its investment bankers regarding the sale of approximately $13,000,000 of equity in the third quarter of 2020.
The Company's fiscal operating results, accumulated deficit and negative working capital, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. However, the Company believes the fundraising actions outlined above, and its future operating cash flows, will enable it to meet its liquidity requirements through June 2021. There can be no assurance that the Company will be successful in any capital-raising efforts that it may undertake, and the failure of the Company to raise additional capital could adversely affect its future operations and viability. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Revenue |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUE | 4. REVENUE
The following table is a summary of the Company's timing of revenue recognition for the three and six months ended June 30, 2020 and for the three months ended June 30, 2019 and the period January 10, 2019 (Inception) to June 30, 2019:
The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by source consisted of the following for the three and six months ended June 30, 2020 and for the three months ended June 30, 2019 and the period January 10, 2019 (Inception) to June 30, 2019:
Revenue by geographic destination consisted of the following for the for the three and six months ended June 30, 2020 and for the three months ended June 30, 2019 and the period January 10, 2019 (Inception) to June 30, 2019:
Contract Balances
The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of June 30, 2020, the Company did not have a contract assets balance.
The following table is a summary of the Company's opening and closing balances of contract liabilities related to contracts with customers.
The increase in contract liabilities during the six months ended June 30, 2020 was primarily due to invoiced amounts that did not yet meet the revenue recognition criteria, partially offset by the revenue recognition criteria being met for previously deferred revenue. The amount of revenue recognized in the six months ended June 30, 2020 that was included in the prior period contract liability balance was $116,707. This revenue consisted of services provided to customers who had been invoiced prior to the current year. |
13. REVENUE
The following table is a summary of the Company's timing of revenue recognition for fiscal 2019:
The Company disaggregates revenue by source and geographic destination, to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by source consisted of the following for fiscal 2019:
Revenue by geographic destination consisted of the following for fiscal 2019:
See Note 2 – Summary of Significant Accounting Policies for the Company's policies on revenue recognition. |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for revenue. No definition available.
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Earnings (Loss) Per Share |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Earnings Loss Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS (LOSS) PER SHARE | 5. EARNINGS (LOSS) PER SHARE
The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock awards and warrants for each period.
There were no adjustments to net loss, the numerator, for purposes of computing basic earnings per share. The following table sets out the computation of basic and diluted income (loss) per share:
Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of options, warrants, or convertible debt are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are dilutive in periods of net loss available to common shareholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company's common stock for the period, regardless of whether the Company is in a period of net loss available to common shareholders. |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Cash and Cash Equivalents |
6 Months Ended | |||||||||||||||||||||||||||
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Jun. 30, 2020 | ||||||||||||||||||||||||||||
| Cash and Cash Equivalents [Abstract] | ||||||||||||||||||||||||||||
| CASH AND CASH EQUIVALENTS | 6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2020 and December 31, 2019.
Cash and cash equivalents consisted of the following as of June 30, 2020 and December 31, 2019:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Accounts Receivable, Net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||
| Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||||||||||||||||||||||||||||||||||||
| ACCOUNTS RECEIVABLE, NET | 7. ACCOUNTS RECEIVABLE, NET
Trade accounts receivable consist of amounts due from the sale of the Company’s products. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable.
Accounts receivable consisted of the following as of June 30, 2020 and December 31, 2019:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
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Inventory |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORY | 8. INVENTORY
Inventory is valued at the lower of cost and net realizable value ("NRV"). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory.
Inventory consisted of the following as of June 30, 2020 and December 31, 2019:
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5. INVENTORY
Inventory consisted of the following as of December 31, 2019:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Prepaid Expenses |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Prepaid Expense, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PREPAID EXPENSES | 9. PREPAID
Prepaid expenses consisted of the following as of June 30, 2020 and December 31, 2019:
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6. PREPAID EXPENSES
Prepaid expenses consisted of the following as of December 31, 2019:
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| X | ||||||||||
- Definition The entire disclosure about prepaid expenses. No definition available.
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| X | ||||||||||
- References No definition available.
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Revolving Line of Credit and Note Payable |
12 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Line of Credit Facility [Abstract] | |
| REVOLVING LINE OF CREDIT AND NOTE PAYABLE | 9. REVOLVING LINE OF CREDIT AND NOTE PAYABLE
Revolving Line of Credit
In 2017, the Company issued a promissory note (the "CNB Note") to City National Bank of Florida ("CNB") in the principal amount of $2,000,000, with a maturity date of August 2, 2018. In 2018, the maturity date of the CNB Note was extended to August 2, 2019. On August 29, 2019, the maturity date of the CNB Note was extended to August 2, 2020. The August 2019 modification was evaluated and it was determined that it did not qualify as an extinguishment of debt. The CNB Note allows for a CNB line of credit with advances that may be requested by the Company until the maturity date of August 2, 2020 so long as no event of default exists under the CNB Note or certain other events.
The CNB Note bears an interest rate equal to the average of the interest rates per annum at which U.S. Dollars are offered in the London Interbank Borrowing Market ("LIBOR") for a 30-day period (the "Index") plus 2.9% over the Index. The Company will pay to CNB a late charge of 5.0% of any monthly payment not received by CNB within 10 calendar days after its due date. The Company may prepay the CNB Note at any time without penalty. In the event of a default, the interest rate will increase to the highest lawful rate. As of December 31, 2019, the interest rate on the CNB Note is 4.6% per annum.
Under the terms of the CNB Note, the Company is obligated to maintain its primary operating account with CNB with a minimum average annual balance of $1,600,000. In the event the Company does not maintain this account balance, CNB may charge the Company a fee equal to 2% of the deficiency as additional interest under the CNB Note. Management believes that it was in compliance at all times during the year with this covenant and was never charged the 2% deficiency fee. The CNB Note is personally guaranteed by the Company's former Chief Executive Officer, Mr. Jay H. Nussbaum and his estate ("Guarantors"). The Company and the Guarantors are obligated to maintain aggregate unencumbered liquidity of no less than $6,000,000 in accounts with recognized financial institutions or licensed brokerage firms during the term of the CNB Note. Management believes that it was in compliance at all times during the year with this covenant. In addition, the CNB Note is secured by all of the Company's accounts, inventory and equipment, along with an assignment of a $120,000 bank account the Company maintains at CNB. The Company maintained the $120,000 bank account as of December 31, 2019. As of December 31, 2019, $2,000,000 had been drawn against the CNB line of credit.
See Note 20 – Subsequent Events for details regarding the payoff of the CNB Note.
Indemnification Agreement
On August 3, 2017, the Company entered into an Indemnification Agreement with Mr. Nussbaum in order to indemnify and defend him to the fullest extent permitted by law for any claim, expense or obligation which might arise as a result of his guarantee of the CNB Note. |
| X | ||||||||||
- Definition The entire disclosure for revolving line of credit. No definition available.
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| X | ||||||||||
- References No definition available.
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Property and Equipment, Net |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT, NET | 10. PROPERTY AND EQUIPMENT, NET
Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:
Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.
Property and equipment, net consisted of the following as of June 30, 2020 and December 31, 2019:
For the six months ended June 30, 2020, the Company invested $34,065 in capital expenditures.
The Company recognized $291,974 and $107,223 of depreciation expense for the three months ended June 30, 2020 and 2019, respectively, and $518,944 and $107,223 for the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019, respectively. |
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following as of December 31, 2019:
For fiscal 2019, the Company invested $87,038 in capital expenditures.
The Company recognized $623,884 of depreciation expense for fiscal 2019. |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Leases |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | 11. LEASES
Operating Leases
The Company has operating leases for office, manufacturing, and warehouse space. Amounts recognized as of June 30, 2020 and December 31, 2019 for operating leases were as follows:
During the quarter ended March 31, 2020, the Company recognized three months of rent abatement for its executive office located at 5000 Quorum Drive, Dallas, TX 75254, resulting in a reduction of the right-of-use asset and lease liability by $101,438.
As part of the Acquired Business transaction on March 6, 2020, the Company assumed a lease for 23,300 square feet of flexible office space with a remaining term of approximately 62 months that will expire on May 30, 2025. A right-of-use asset and lease liability for $1,048,058 was recorded on March 6, 2020. Monthly payments will range from $17,600 to $20,903 during the life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. The lease agreement has no renewal option.
Other information related to the Company's operating leases are as follows:
The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company's operating leases as of June 30, 2020 and December 31, 2019, respectively:
The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Condensed Consolidated Balance Sheet as of June 30, 2020:
Finance Leases
As part of the Acquired Business transaction on March 6, 2020, the Company assumed a finance lease for certain equipment with a remaining term of approximately 20 months. The finance lease includes a bargain purchase option of $1 for the equipment at the end of the term on October 1, 2021. A right-of-use asset and lease liability for $18,009 was recorded on March 6, 2020. Monthly payments are $964.76 during the life of the lease, excluding the bargain purchase option. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate.
On June 11, 2020, the Company entered into a 24-month finance lease for certain equipment. The finance lease includes a bargain purchase option of $1 for the equipment at the end of the term on June 11, 2022. A right-of-use asset and lease liability for $35,562 was recorded on June 11, 2020. Monthly payments are $1,481.69 during the life of the lease, excluding the bargain purchase option. The lease included an implicit rate of return.
Other information related to the Company's finance leases are as follows:
The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company's finance leases as of June 30, 2020 and December 31, 2019, respectively:
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17. LEASES
As of December 31, 2019, the Company had six operating leases for office and manufacturing space and no financial leases. The impact of ASU 2016-02 on the Company’s Consolidated Balance Sheet beginning January 10, 2019 was from the recognition of ROU assets and lease liabilities for operating leases. Amounts recognized as of January 10, 2019 and December 31, 2019 for operating leases were as follows:
The Company elected the practical expedient under ASU 2018-11, which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date. Therefore, the Company recognized and measured leases existing at January 10, 2019 (inception date). In addition, the Company elected the optional practical expedient permitted under the transition guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption. No impact was recorded to the Consolidated Statement of Operations or beginning retained earnings resulting from the adoption of Topic 842.
Beginning January 10, 2019, operating ROU assets and operating lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. Operating leases in effect prior to January 10, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 10, 2019. As none of the Company’s leases included an implicit rate of return, the Company used its incremental secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments.
On January 10, 2019, the Company had one operating lease for office space. The Company is leasing 5,533 square feet of office space with monthly payments of $6,316 and an incremental borrowing rate of 5.90%. As of December 31, 2019, the Company had seven months remaining on the lease with a lease liability of $44,588.
During fiscal 2019, the Company entered into the following leases which the Company identified as operating leases:
On March 1, 2019, the Company entered into a 37-month lease for 2,390 square feet of office space. On December 31, 2019, the remaining liability under this agreement was $54,852, payable in amounts ranging from $2,091 to $2,188 per month through March 2022. The lease did not include an implicit rate of return, so the Company used an incremental borrowing rate of 5.5%.
On June 1, 2018, InduraPower entered into a one-year lease on its executive office located at 1668 S. Research Loop in Tucson, Arizona. InduraPower leases 7,432 square feet of a business park. On February 1, 2019, the date InduraPower was acquired, there were five months remaining on the original lease. On June 7, 2019, InduraPower entered into a two-year lease renewal. On December 31, 2019, the remaining liability under this lease was $89,482 payable in amounts ranging from $5,351 to $5,717 per month until June 2021. The lease did not include an implicit rate of return; therefore, the Company used the average interest rate of InduraPower’s debt financings, which is 8.46%. The lease does not have a renewal option.
On June 1, 2019, VEO entered into a five-year lease on its executive office located at 10509 Vista Sorrento Parkway in San Diego, California. VEO leases 3,031 square feet of a business park. On December 31, 2019, the remaining liability under this agreement was $341,200 payable in amounts from $6,800 to $7,654 per month until May 2024. The lease did not include an implicit rate of return and VEO did not have any outstanding debt financing. Therefore, the Company used the average rate of the first two outstanding leases mentioned above, which is 5.70%. The lease has a renewal option of two additional periods of five years each.
On June 12, 2019, DragonWave entered into a two-year lease on office space located at 362 Terry Fox Drive, Ottawa Canada. DragonWave leases 13,541 square feet of a business park with monthly payments of $10,708, in Canadian dollars. On December 31, 2019, the remaining liability under this lease was $173,792. The lease is effective as of July 1, 2019 through June 2021. DragonWave used a 15% interest rate and there is no renewal option.
On December 13, 2019, the Company entered into a 63-month lease on its executive office located at 5000 Quorum Drive, Dallas, TX 75254. The Company is leasing 15,289 square feet of a business park. The lease began on April 1, 2020 and will expire on July 31, 2025. A right-of-use asset and lease liability for $1,540,142 was recorded as of December 13, 2019. Monthly payments will range from $27,074 to $29,622 during the life of the lease. The lease did not include an implicit rate of return; therefore, the Company used the average rate of the first two outstanding leases mentioned above, which is 5.70%. The lease has a renewal option of two additional periods of five years each.
The renewal periods were not included in the analysis of the right-to-use asset and lease liability as the Company does not consider them to be reasonably certain of being exercised, as comparable locations could generally be identified for comparable lease rates, without the Company incurring significant costs.
Other information related to the Company’s operating leases are as follows:
As of December 31, 2019, the Company’s operating leases had a weighted-average remaining lease term of 4.56 years and a weighted average discount rate of 6.50%.
The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2019:
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- References No definition available.
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- Definition The entire disclosure for lessor's operating leases. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Fair Value of Financial Instruments |
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Jun. 30, 2020 | ||||||||||
| Warrants [Abstract] | ||||||||||
| FAIR VALUE OF FINANCIAL INSTRUMENTS |
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market in the absence of a principal market) for the asset or liability in an orderly transaction between market participants as of the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs in measuring fair value and has established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
The Company's financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of June 30, 2020 approximated their fair value due to their short-term nature. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Business Acquisitions |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS ACQUISITIONS | 13. BUSINESS ACQUISITIONS
Fast Plastic Parts, LLC and Spring Creek Manufacturing, Inc. Acquisition
On March 6, 2020, the Company completed the acquisition of the net assets of Fast Plastic Parts, LLC and 100% of the shares of common stock of Spring Creek Manufacturing, Inc. (together, the "Acquired Business"). The consideration paid was the purchase price of $829,347, representing cash paid on the closing date of $253,773 and short-term debt incurred to the sellers of $575,574. Based in Colorado Springs, Colorado, the acquired business occupies a 23,300-square-foot manufacturing facility that houses a full-production machine shop, a comprehensive line of state-of-the-art plastic injection molding machinery, as well as light-assembly fulfilment and packaging lines serving customers 24x7. To finance the cash paid on the closing date and a portion of the short term debt incurred, the Company entered into a new promissory note with an unaffiliated lender in the principal amount of $500,000 for proceeds of $446,000 that matures on December 5, 2020 and issued 50,000 shares of common stock. See Note 15 for further discussion of the promissory note. The Company expensed acquisition-related costs of $25,714 in the six months ended June 30, 2020, which is included in general and administrative expenses on the Company's Condensed Consolidated Statement of Operations.
The Company has accounted for the purchase using the acquisition method of accounting for business combinations under ASC 805. Accordingly, the purchase price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The following table summarizes the acquired assets and assumed liabilities and the preliminary acquisition accounting for the fair value of the assets and liabilities recognized in the Condensed Consolidated Balance Sheet at June 30, 2020:
This purchase price allocation is preliminary and is pending the finalization of the third-party valuation analysis and working capital, as the Company has not yet completed the detailed valuation analyses as of August 14, 2020.
VEO, Inc.
On January 31, 2019, ComSovereign entered a stock-for-stock exchange with the stockholder of VEO. At the effective date of the acquisition, all of the outstanding capital stock of VEO that was issued and outstanding at such time was exchanged for 1,500,000 unregistered Preferred Series A shares of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of VEO. The shares of Preferred Series A issued to acquire VEO were valued at $8.81 per share (non-marketable basis).
VEO Purchase Price
The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the fair values as of January 31, 2019 was as follows:
InduraPower, Inc.
On January 31, 2019, ComSovereign entered a stock-for-stock exchange with the stockholders of InduraPower. At the effective date of the acquisition, all of the outstanding capital stock of InduraPower that was issued and outstanding at such time was exchanged for 800,000 unregistered shares of Preferred Series A of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of InduraPower. The shares of Preferred Series A issued to acquire InduraPower were valued at $8.81 per share (non-marketable basis).
InduraPower Purchase Price
The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the fair values as of January 31, 2019 was as follows:
Silver Bullet Technology, Inc.
On March 4, 2019, ComSovereign entered a stock-for-stock exchange with the stockholder of Silver Bullet. At the effective date of the acquisition, all of the outstanding capital stock of Silver Bullet that was issued and outstanding at such time was exchanged for 300,000 unregistered shares of Preferred Series A of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of Silver Bullet. The shares of Preferred Series A issued to acquire Silver Bullet were valued at $8.81 per share (non-marketable basis).
Silver Bullet Purchase Price
The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the fair values as of March 4, 2019 was as follows:
DragonWave-X LLC and Lextrum, Inc.
On April 1, 2019, ComSovereign entered into a stock-for-stock exchange with the owner of DragonWave and Lextrum. At the effective date of the acquisition, all of the equity interests of DragonWave and Lextrum were exchanged for an aggregate of 13,237,149 shares of ComSovereign's restricted common stock.
Purchase consideration has been evaluated based on the business enterprise valuation of DragonWave and Lextrum. The shares of common stock issued to acquire DragonWave and Lextrum were valued at $4.40 per share (non-marketable basis).
DragonWave and Lextrum Purchase Price
DragonWave
The allocation of the total purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the fair values as of April 1, 2019 was as follows:
Lextrum
The allocation of the total purchase price to the acquired tangible and intangible assets and liabilities assumed by ComSovereign based on the fair values as of April 1, 2019 was as follows:
Historical Drone Aviation Holding Corp
On November 27, 2019, the Company completed the ComSovereign Acquisition in a stock for stock transaction that was treated as a reverse merger for accounting purposes under U.S. GAAP with ComSovereign as the accounting acquiror and the Company as the accounting acquiree.
The allocation of the total purchase price to the Company's acquired tangible and intangible assets and assumed liabilities based on the fair values as of November 27, 2019 was as follows:
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3. BUSINESS ACQUISITIONS
The Company's acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.
For fiscal 2019, the Company recorded the following acquisitions.
VEO, Inc.
On January 31, 2019, ComSovereign entered a stock-for-stock exchange with the stockholder of VEO. At the effective date of the acquisition, all of the outstanding capital stock of VEO that was issued and outstanding at such time was exchanged for 1,500,000 unregistered Preferred Series A shares of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of VEO. The shares of Preferred Series A issued to acquire VEO were valued at $8.81 per share (non-marketable basis).
VEO Purchase Price
The allocation of the total preliminary estimated purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the estimated fair values as of January 31, 2019 was as follows:
InduraPower, Inc.
On January 31, 2019, ComSovereign entered a stock-for-stock exchange with the stockholders of InduraPower. At the effective date of the acquisition, all of the outstanding capital stock of InduraPower that was issued and outstanding at such time was exchanged for 800,000 unregistered shares of Preferred Series A of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of InduraPower. The shares of Preferred Series A issued to acquire InduraPower were valued at $8.81 per share (non-marketable basis).
InduraPower Purchase Price
The allocation of the total preliminary estimated purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the estimated fair values as of January 31, 2019 was as follows:
Silver Bullet Technology, Inc.
On March 4, 2019, ComSovereign entered a stock-for-stock exchange with the stockholder of Silver Bullet. At the effective date of the acquisition, all of the outstanding capital stock of Silver Bullet that was issued and outstanding at such time was exchanged for 300,000 unregistered shares of Preferred Series A of ComSovereign.
Purchase consideration has been evaluated based on the business enterprise valuation of Silver Bullet. The shares of Preferred Series A issued to acquire Silver Bullet were valued at $8.81 per share (non-marketable basis).
Silver Bullet Purchase Price
The allocation of the total preliminary estimated purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the estimated fair values as of March 4, 2019 was as follows:
DragonWave-X LLC and Lextrum, Inc.
On April 1, 2019, ComSovereign entered into a stock-for-stock exchange with the owner of DragonWave and Lextrum. At the effective date of the acquisition, all of the equity interests of DragonWave and Lextrum were exchanged for an aggregate of 13,237,149 shares of ComSovereign's restricted common stock.
Purchase consideration has been evaluated based on the business enterprise valuation of DragonWave and Lextrum. The shares of common stock issued to acquire DragonWave and Lextrum were valued at $4.40 per share (non-marketable basis).
DragonWave and Lextrum Purchase Price
DragonWave
The allocation of the total preliminary estimated purchase price to the tangible and intangible assets acquired and liabilities assumed by ComSovereign based on the estimated fair values as of April 1, 2019 was as follows:
Lextrum
The allocation of the total preliminary estimated purchase price to the acquired tangible and intangible assets and liabilities assumed by ComSovereign based on the estimated fair values as of April 1, 2019 was as follows:
Historical Drone Aviation Holding Corp
The allocation of the total preliminary estimated purchase price to Drone Aviation Holding Corp's acquired tangible and intangible assets and assumed liabilities based on the estimated fair values as of November 27, 2019 was as follows:
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- References No definition available.
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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Long-Lived Assets and Goodwill |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Longlived Assets and Good will [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-LIVED ASSETS AND GOODWILL | 14. LONG-LIVED ASSETS AND GOODWILL
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. For the six months ended June 30, 2020, the Company recorded no impairments.
Investments
An investment is considered impaired if the fair value of the investment is less than its cost. Generally, an impairment is considered other-than-temporary unless (1) the Company has the ability and intent to hold an investment for a reasonable period of time sufficient for an anticipated recovery of the fair value up to (or beyond) the cost of the investment; and (2) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If impairment is determined to be other that temporary, then an impairment loss is recognized equal to the difference between the investment’s cost and fair value.
The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2020:
The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of June 30, 2020 and December 31, 2019:
Amortization expense of intangible assets was $2,617,949 and $2,134,768 for the three months ended June 30, 2020 and 2019, respectively, and $5,226,119 and $2,370,996 for the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019, respectively.
As of June 30, 2020, assuming no additional amortizable intangible assets, the expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows:
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8. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table sets forth the changes in the carrying amount of goodwill for fiscal 2019:
The following table sets forth the gross carrying amounts and accumulated amortization of the Company's intangible assets as of December 31, 2019:
The following table sets forth the amortization expense (actual and estimated) for intangible assets, assuming no additional amortizable intangible assets, for fiscal 2019 and each of the following five years:
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Debt Agreements |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT AGREEMENTS | 15. DEBT AGREEMENTS
Beneficial Conversion Features and Warrants
The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model.
Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.
Debt Discounts
The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and has BCFs. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.
Debt Issuance Costs
The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations.
Long-term debt consisted of the following as of June 30, 2020 and December 31, 2019:
Secured Notes Payable
In August 2016, InduraPower entered into a promissory note not to exceed the principal amount of $550,000 bearing interest at 8.5% per annum with a maturity date of August 31, 2018. InduraPower could draw funds under the note through February 28, 2017. Interest on this note was payable monthly and the full principal balance was due at maturity. On September 11, 2019, the note was amended with both parties agreeing that the outstanding balance of $813,709 would be due on February 28, 2020. As of June 30, 2020, an aggregate principal amount of $788,709 was outstanding under this note. This promissory note is currently past due. This promissory note is secured by substantially all of the assets of InduraPower.
In August 2016, InduraPower entered into a promissory note in the principal amount of $450,000 that bears interest at 9.0% per annum and matures on March 1, 2022. Accrued interest only payments were due monthly beginning October 1, 2016 through March 1, 2017. Monthly payments of $9,341 for interest and principal are due on this note for the following 60 consecutive months. This promissory note is currently past due. As of June 30, 2020, an aggregate principal amount of $201,179 was outstanding under this note. This promissory note is secured by all assets, certain real estate and cash accounts of InduraPower and is guaranteed by certain officers of InduraPower. This promissory note is subjected to clauses, whereby InduraPower is required to meet certain financial and non-financial terms. InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses those covenants, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of June 30, 2020. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors.
In August 2016, InduraPower entered into a promissory note in the principal amount of $50,000 with an interest rate of 7.785% per annum and a maturity date of September 1, 2021. Beginning April 1, 2017, equal monthly payments of $1,011 for interest and principal are due on the note for 60 consecutive months. This promissory note is currently past due. As of June 30, 2020, an aggregate principal amount of $18,980 was outstanding under this note. This promissory note is secured by business equipment, certain real estate and cash accounts of InduraPower and is guaranteed by certain officers of InduraPower. This promissory note is subjected to clauses, whereby InduraPower is required to meet certain financial and non-financial terms. InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses those covenants, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of June 30, 2020. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors.
In November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2,000,000 loan that bears interest at the rate of 9% per annum and matures on November 26, 2021. Accrued interest is calculated on a compound basis and is payable semi-annually in May and November of each year. Principal is due in full at maturity but can be prepaid in full or in part without penalty. The loan is secured by all of the assets of DragonWave and is guaranteed by ComSovereign. As of June 30, 2020, an aggregate principal amount of $2,000,000 was outstanding under this note. In connection with this loan, DragonWave incurred $20,000 of debt discounts and $4,700,000 of debt issuance costs. The debt issuance costs were the result of the issuance of 1,050,000 shares of common stock of the Company and a cash payment of $80,000. For the three and six months ended June 30, 2020, $590,000 and $1,180,000 of these costs were amortized and recognized in interest expense in the Condensed Consolidated Statement of Operations, respectively. As of June 30, 2020, there were $14,167 of debt discounts and $3,329,167 of debt issuance costs remaining.
On February 26, 2020, the Company entered into a $600,000 secured business loan bearing interest at 78.99% per annum which matures on December 26, 2020. Principal and interest payments of $19,429 are due weekly. The loan is secured by the assets of the Company. As of June 30, 2020, an aggregate principal amount of $401,634 was outstanding under this note.
In connection with the Acquired Business acquisition on March 6, 2020, the Company assumed a secured loan with FirstBank in the principal amount of $979,381 bearing interest at 5% per annum and with a maturity date of June 1, 2020. The loan is secured by certain assets of the Company’s subsidiary, Sovereign Plastics. This loan is subjected to covenants, whereby Sovereign Plastics is required to meet certain financial and non-financial covenants at the end of each fiscal year. Payments in the amount of $22,404 for interest and principal were due over the two months prior to maturity, with the balance due at maturity. As of June 30, 2020, an aggregate principal amount of $942,735 was past due under this loan. On August 5, 2020, the maturity date of this loan was extended to September 15, 2020, with a single payment of all unpaid principal and accrued interest then due, and the interest rate was increased to 36% per annum for any principal balance remaining unpaid past the extended maturity date.
On March 19, 2020, the Company entered into a secured loan agreement in the amount of $2,007,971 bearing interest at 5% per annum with a maturity date of August 31, 2020. Interest payments of $8,428 are due monthly, with the full principal amount due at maturity. The loan is secured by certain intellectual property assets of the Company. The proceeds of the note payable were used to repay the balance of the CNB Note (revolving line of credit) that was entered into in 2017. As of June 30, 2020, an aggregate principal amount of $2,007,971 was outstanding under this loan. On August 5, 2020, the maturity date of this loan was extended to October 15, 2020.
Notes Payable
InduraPower has a financing loan for certain of its equipment that bears interest at 8.775% per annum and is due on September 15, 2020. Principal and interest payments of $1,872 are due quarterly. As of June 30, 2020, the loan had an outstanding balance of $1,708.
In September 2017, ComSovereign entered into a promissory note in the principal amount of $137,500 that bore interest at a rate of 12% per annum and was due on October 17, 2017. The note was repaid during fiscal 2019. On June 10, 2019, ComSovereign entered into a new promissory note with the same lender for $200,000 with an original issue discount of $6,000 and a maturity date of July 9, 2019. The full $200,000 balance was due at maturity. Since this note was not repaid and is currently past due, interest is being accrued at a rate of 18% per annum. Additionally, on August 14, 2019, ComSovereign borrowed from the same lender an additional $200,000 promissory note that matured on September 1, 2019. As this note is currently past due, interest is being accrued at a rate of 18% per annum. As of June 30, 2020, an aggregate principal amount of $400,000 was outstanding under these notes.
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller on a promissory note in the principal amount of $500,000 bearing interest at 12.0% per annum with a maturity date of October 17, 2017. On October 1, 2019, the maturity date was extended until September 30, 2020 and the interest rate was reduced to 10% per annum. All unpaid accrued interest from October 2017 through September 30, 2019 was converted into 150,000 shares of common stock of ComSovereign. On April 21, 2020, all unpaid accrued interest from October 1, 2019 through December 31, 2019 was converted into 14,496 shares of issued common stock of the Company. Accrued interest and the full principal balance are due at maturity. As of June 30, 2020, an aggregate principal amount of $500,000 was outstanding under this note.
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of a promissory note in the principal amount of $175,000 that bore interest at the rate of 15% per annum and was due on November 30, 2017. The interest rate increased to 18% per annum when the note became past due. On October 1, 2019, ComSovereign amended the promissory note to extend the maturity date to September 30, 2020 and to change the interest rate to 10% per annum. Both parties to the note also agreed to convert all unpaid accrued interest into 10,000 shares of common stock of ComSovereign, valued at $44,000. Accrued interest and principal are due and payable at maturity. As of June 30, 2020, the aggregate principal amount of $175,000 was outstanding under this note.
In October 2017, DragonWave entered into a 90-day promissory note in the principal amount of $4,400,000 and received proceeds of $4,000,000. In January 2018, the promissory note was amended to accrue interest at the rate of 8% per annum and to extend the maturity date another 90 days. In August 2018, the maturity date was extended to December 31, 2018 with new payment terms. In September 2018, the maturity date was extended to February 28, 2019 with new payment terms. In October 2018, DragonWave amended the promissory note to clarify the payment of interest. On September 3, 2019, the promissory note was increased to $5,000,000 as all unpaid accrued interest was added to the principal balance. Additionally, the maturity date was extended to March 30, 2020 and the interest rate was changed to 10% per annum. Under this new amendment, interest payments are due and payable monthly, which are currently past due. On April 21, 2020, the maturity date of this note was extended to August 31, 2020, the interest rate was increased to 12% per annum, and the Company provided to the lender 100,000 fully paid and non-assessable shares of its common stock that have been treated as debt issuance costs. As of June 30, 2020, an aggregate principal amount of $5,000,000 was outstanding under this note.
On June 10, 2019, ComSovereign entered into a promissory note in the principal amount of $200,000 with an original issue discount of $6,000 and a maturity date of July 9, 2019. The full $200,000 balance was due at maturity. Since this note was not repaid and is currently past due, interest is being accrued at a rate of 18% per annum. As of June 30, 2020, an aggregate principal amount of $200,000 was outstanding under this note.
On November 7, 2019, ComSovereign entered into several promissory notes in the aggregate principal amount of $450,100 that bore an effective interest rate at 133% per annum due to a single payment incentive, which matured on December 6, 2019. An aggregate principal amount of $200,100 was owed to three related parties out of the $450,100 promissory notes. Accrued interest and principal were due and payable at maturity. These notes are currently past due, and the Company is using an interest rate of 18% per annum to accrue interest on these notes. The Company repaid $250,000 of the aggregate principal amount of this promissory note during the first quarter of the current fiscal year. As of June 30, 2020, the remaining aggregate principal amount of $200,100 is currently past due and outstanding.
On March 5, 2020, the Company sold a promissory note in the principal amount of $500,000 that matures on September 4, 2020 for a purchase price of $446,000. Additionally, in lieu of interest, the Company issued to the lender 50,000 shares of its common stock. As of June 30, 2020, an aggregate principal amount of $500,000 was outstanding under this note.
In connection with the Acquired Business acquisition on March 6, 2020, the Company entered into several promissory notes with the sellers in the aggregate principal amount of $409,586 that do not bear interest and with a maturity date of June 30, 2020 and monthly principal payments. These notes are currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, the aggregate amount of $379,587 was outstanding under these notes.
In connection with the Acquired Business acquisition on March 6, 2020, the Company agreed to pay an aggregate of $165,987 to the sellers on or before June 30, 2020. The agreement was not interest bearing. This obligation is currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, an aggregate amount of $165,987 was outstanding.
In connection with the Acquired Business acquisition on March 6, 2020, the Company assumed a note payable in the amount of $86,866 bearing interest at 3% per annum and with a maturity date of February 16, 2023. Monthly payments in the amount of $3,773 for principal and interest are due over the term. This loan is currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, an aggregate principal amount of $83,309 was outstanding under this note.
In connection with the Acquired Business acquisition on March 6, 2020, the Company assumed an equipment financing loan with an aggregate principal balance of $64,865. Monthly principal and interest payments of approximately $1,680 are due over the term. This loan is currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, an aggregate amount of principal of $62,428 was outstanding under this loan.
In connection with the Acquired Business acquisition on March 6, 2020, the Company assumed an equipment financing loan with an aggregate principal balance of $95,810. Monthly principal and interest payments of approximately $2,361 are due over the term. This loan is currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, an aggregate amount of principal of $92,165 was outstanding under this loan.
In connection with the Acquired Business acquisition on March 6, 2020, the Company assumed an equipment financing loan with an aggregate principal balance of $43,957. Monthly principal and interest payments of approximately $1,063 are due over the term. This loan is currently past due as of the filing date of this Form 10-Q, and there are no penalties associated with this default. As of June 30, 2020, an aggregate amount of principal of $42,326 was outstanding under this loan.
Between April 30 and May 26, 2020, six of the Company’s subsidiaries received loan proceeds in the aggregate amount of $455,184 under the Paycheck Protection Program (“PPP”). The PPP loan has a maturity of 2 years and an interest rate of 1% per annum. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable pursuant to section 1106 of the CARES Act, after a period of up to 24 weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 40 percent of the amount forgiven can be attributable to non-payroll costs. Further, the amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period of up to 24 weeks. As of June 30, 2020, an aggregate amount of principal of $455,184 was outstanding under these loans.
On May 29, 2020, the Company entered into a promissory note in the principal amount of $290,000 with an original issue discount of $40,000 and a maturity date of September 30, 2020. The full $290,000 balance is due at maturity, with interest accruing at a rate of 12% per annum for any principal balance remaining unpaid past the maturity date. As of June 30, 2020, an aggregate principal amount of $290,000 was outstanding under this note.
Senior Debentures
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $100,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller’s option, in shares of the seller’s common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. On April 30, 2020, these debentures were modified to remove the conversion feature and only have settlement through cash. As of June 30, 2020, an aggregate principal amount of $100,000 was outstanding under these debentures. These debentures are past due and interest accrues at a rate of 15% per annum.
Convertible Notes Payable
On April, 29, 2020, the Company sold a $285,714 aggregate principal amount convertible promissory note with an original issue discount of $35,714 that bears interest at a rate of 12.5% per annum and matures on January 29, 2021. Accrued interest and principal are due on the maturity date. Upon maturity, the interest rate shall automatically increase to 18% per annum or the maximum amount permitted by applicable law on any unpaid principal and accrued interest. The Company also issued warrants to purchase 158,730 shares of common stock that are exercisable for a purchase price of $0.99 per share at any time on or prior to April 29, 2025. Warrants to purchase up to 27,778 shares of common stock, at an exercise price of 110% of the initial conversion price of the notes (i.e., an exercise price of $0.99), at any time on or prior to April 29, 2025, were also issued to an unrelated third party as a placement fee for the transaction. In connection with this note, the Company recognized a BCF of $68,654, a debt discount of $36,906 associated with the issuance of warrants to the note holder, and debt issuance costs of $37,418, which were all recorded as debt discounts. During the three and six months ended June 30, 2020, $39,709 of the amounts recorded as debt discounts were amortized and recognized in interest expense in the Condensed Consolidated Statement of Operations, respectively. As of June 30, 2020, there were $138,901 of debt discounts remaining, and an aggregate principal amount of $285,714 was outstanding under this note. On July 7, 2020, the Company sold to the same investor an additional original issue discount note in the principal amount of $285,714 and warrants to purchase an additional 158,730 shares of common stock, with similar terms.
Senior Convertible Debentures
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $25,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller’s option, in shares of the seller’s common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. These debentures were past due and interest accrued at a rate of 15% per annum. The aggregate principal amount of $25,000 under these debentures was fully repaid during the first quarter of the current fiscal year.
On September 24, 2019, ComSovereign sold $250,000 aggregate principal amount of 10% Senior Convertible Debentures that bear interest at a rate of 10% per annum and mature on December 31, 2021. Interest is paid semi-annually in arrears in June and December of each year in cash or, at ComSovereign’s option, in shares of common stock at the conversion price that was equal to the lesser of (1) $2.50 or (2) a future effective price per share of any common stock sold by ComSovereign. Upon an event of default, the interest rate shall automatically increase to 15% per annum. In connection with these debentures, ComSovereign recognized a BCF of $69,000 and a debt discount of $181,000 associated with the issuance of warrants, both of which were recorded as debt discounts. On April 21, 2020, all unpaid accrued interest through December 31, 2019 was converted into 6,700 shares of issued common stock of the Company. Also on April 21, 2020, all the outstanding warrants were exercised at $0.01 per share into 283,530 issued shares of the Company’s common stock, resulting in full recognition in interest expense of the remaining debt discount of approximately $139,000 associated with the issuance of warrants. On April 30, 2020, these debentures were amended to provide for the conversion of the debentures into shares of the Company’s common stock instead of ComSovereign’s common stock. Additionally, the conversion price was changed from $2.50 per share to $0.756 per share. During the three and six months ended June 30, 2020, $151,700 and 176,700 of the costs recorded as debt discounts were amortized and recognized in interest expense in the Condensed Consolidated Statement of Operations, respectively. As of June 30, 2020 and December 31, 2019, there were $48,300 and $225,000 of debt discounts remaining, respectively. As of June 30, 2020, an aggregate principal amount of $250,000 was outstanding under these debentures.
Certain agreements governing the secured notes payable, notes payable and senior convertible debentures contain customary covenants, such as debt service coverage ratios, limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness.
All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements, and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default
Other than for reasons of noncompliance with debt covenants as noted above, all long-term debt obligations are classified as current on the Condensed Consolidated Balance Sheet due to the significant debt issuance costs discounting these obligations and causing classification as noncurrent to be negative.
Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:
See Note 23 – Subsequent Events for details regarding additional debt incurred after June 30, 2020. |
10. DEBT AGREEMENTS
Long-term debt consisted of the following as of December 31, 2019:
Secured Notes Payable
In August 2016, InduraPower entered into a promissory note not to exceed the principal amount of $550,000 bearing interest at 8.5% per annum with a maturity date of August 31, 2018. InduraPower could draw funds under the note through February 28, 2017. Interest on this note was payable monthly and the full principal balance was due at maturity. On September 11, 2019, the note was amended with both parties agreeing that the outstanding balance of $813,709 would be due on February 28, 2020. As of December 31, 2019, an aggregate principal amount of $788,709 was outstanding under this note. This promissory note is currently past due. This promissory note is secured by substantially all of the assets of InduraPower.
In August 2016, InduraPower entered into a promissory note in the principal amount of $450,000 that bears interest at 9.0% per annum and matures on March 1, 2022. Accrued interest only payments were due monthly beginning October 1, 2016 through March 1, 2017. Monthly payments of $9,341 for interest and principal are due on this note for the following 60 consecutive months. As of December 31, 2019, an aggregate principal amount of $224,288 was outstanding under this note. This promissory note is secured by all assets, certain real estate and cash accounts of InduraPower and is guaranteed by certain officers of InduraPower. This promissory note is subjected to clauses, whereby InduraPower is required to meet certain financial and non-financial terms. InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of December 31, 2019. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors.
In August 2016, InduraPower entered into a promissory note in the principal amount of $50,000 with an interest rate of 7.785% per annum and a maturity date of September 1, 2021. Beginning April 1, 2017, equal monthly payments of $1,011 for interest and principal are due on the note for 60 consecutive months. As of December 31, 2019, an aggregate principal amount of $21,571 was outstanding under this note. This promissory note is secured by business equipment, certain real estate and cash accounts of InduraPower and is guaranteed by certain officers of InduraPower. This promissory note is subjected to clauses, whereby InduraPower is required to meet certain financial and non-financial terms. InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of December 31, 2019. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors.
In November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2,000,000 loan that bears interest at the rate of 9% per annum and matures on November 26, 2021. Accrued interest is calculated on a compound basis and is payable semi-annually in May and November of each year. Principal is due in full at maturity but can be prepaid in full or in part without penalty. The loan is secured by all of the assets of DragonWave and is guaranteed by ComSovereign. As of December 31, 2019, an aggregate principal amount of $2,000,000 was outstanding under this note. In connection with this loan, DragonWave incurred $20,000 of debt discounts and $4,700,000 of debt issuance costs. The debt issuance costs were the result of the issuance of 1,050,000 shares of common stock of the Company and a cash payment of $80,000. During fiscal 2019, $196,667 of these costs were amortized and recognized in interest expense in the Consolidated Statement of Operations. As of December 31, 2019, there were $19,167 of debt discounts and $4,504,167 of debt issuance costs remaining.
Notes Payable
InduraPower has a financing loan for certain of its equipment that bears interest at 8.775% per annum and is due on September 15, 2020. Principal and interest payments of $1,872 are due quarterly. As of December 31, 2019, the loan had an outstanding balance of $3,828.
In September 2017, InduraPower entered into a promissory note in the principal amount of $137,500 that bore interest at a rate of 12% per annum and was due on October 17, 2017. The note was repaid during fiscal 2019. On June 10, 2019, InduraPower entered into a new promissory note with the same lender for $200,000 with an original issue discount of $6,000 and a maturity date of July 9, 2019. The full $200,000 balance was due at maturity. Since this note was not repaid and is currently past due, interest is being accrued at a rate of 18% per annum. Additionally, on August 14, 2019, InduraPower borrowed from the same lender an additional $200,000 promissory note that matured on September 1, 2019. As this note is currently past due, interest is being accrued at a rate of 18% per annum. As of December 31, 2019, an aggregate principal amount of $400,000 was outstanding under these notes.
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller on a promissory note in the principal amount of $500,000 bearing interest at 12.0% per annum with a maturity date of October 17, 2017. On October 1, 2019, the maturity date was extended until September 30, 2020 and the interest rate was reduced to 10% per annum. All unpaid accrued interest from October 2017 through September 30, 2019 was converted into 150,000 shares of common stock of ComSovereign. Accrued interest and the full principal balance are due at maturity. As of December 31, 2019, an aggregate principal amount of $500,000 was outstanding under this note. On April 30, 2020, the Company also issued 14,496 shares of common stock in lieu of an aggregate cash interest payment payable by ComSovereign through December 31, 2019 on this outstanding note payable.
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of a promissory note in the principal amount of $175,000 that bore interest at the rate of 15% per annum and was due on November 30, 2017. The interest rate increased to 18% per annum when the note became past due. On October 1, 2019, ComSovereign amended the promissory note to extend the maturity date to September 30, 2020 and to change the interest rate to 10% per annum. Both parties to the note also agreed to convert all unpaid accrued interest into 10,000 shares of common stock of ComSovereign, valued at $44,000. Accrued interest and principal are due and payable at maturity. As of December 31, 2019, an aggregate principal amount of $175,000 was outstanding under this note.
In October 2017, DragonWave entered into a 90-day promissory note in the principal amount of $4,400,000 and received proceeds of $4,000,000. In January 2018, the promissory note was amended to accrue interest at the rate of 8% per annum and to extend the maturity date another 90 days. In August 2018, the maturity date was extended to December 31, 2018 with new payment terms. In September 2018, the maturity date was extended to February 28, 2019 with new payment terms. In October 2018, DragonWave amended the promissory note to clarify the payment of interest. On September 3, 2019, the promissory note was increased to $5,000,000 as all unpaid accrued interest was added to the principal balance. Additionally, the maturity date was extended to March 30, 2020 and the interest rate was changed to 10% per annum. Under this new amendment, principal and interest payments are due and payable monthly. As of December 31, 2019, an aggregate principal amount of $5,000,000 was outstanding under this note. On April 21, 2020, the maturity date of this note was extended to August 31, 2020, and the interest rate was increased to 12% per annum.
On June 10, 2019, ComSovereign entered into a promissory note in the principal amount of $200,000 with an original issue discount of $6,000 and a maturity date of July 9, 2019. The full $200,000 balance was due at maturity. Since this note was not repaid and is currently past due, interest is being accrued at a rate of 18% per annum. As of December 31, 2019, an aggregate principal amount of $200,000 was outstanding under this note.
In September 2019, DragonWave entered into a $5,250,000 promissory note that was not fully funded and was guaranteed by ComSovereign. DragonWave received $3,485,000 in proceeds. As incentive to enter into the promissory note, the noteholder was issued 500,000 shares of ComSovereign's common stock for the total purchase price of $4.40 per share, or $2,200,000, of which only $5,000 was paid in cash. The noteholder was later granted detachable warrants to purchase an aggregate of 2,442,500 shares of ComSovereign's common stock at a price of $0.01 per share. As of December 31, 2019, DragonWave had repaid the principal amount in full along with all accrued interest, and the warrants had been converted into 2,442,500 shares of ComSovereign's common stock at an exercise price of $0.01 per share or noncash proceeds $24,425.
On November 7, 2019, ComSovereign entered into several promissory notes in the aggregate principal amount of $450,100 that bore an effective interest rate at 133% per annum due to a single payment incentive, which matured on December 6, 2019. An aggregate principal amount of $200,100 was owed to three related parties out of the $450,100 promissory notes. Accrued interest and principal were due and payable at maturity. These notes are currently past due, and the Company is using an interest rate of 18% per annum to accrue interest on these notes. As of December 31, 2019, an aggregate principal amount of $450,100 was outstanding under these notes.
Senior Convertible Debentures
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $100,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller's option, in shares of the seller's common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. As of December 31, 2019, an aggregate principal amount of $100,000 was outstanding under these debentures. These debentures are past due and interest accrues at a rate of 15% per annum. On April 30, 2020, these debentures were modified to remove the conversion feature and only have settlement through cash.
In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $25,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller's option, in shares of the seller's common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. As of December 31, 2019, an aggregate principal amount of $25,000 was outstanding under these debentures. These debentures are past due and interest accrues at a rate of 15% per annum. On April 30, 2020, these debentures were modified to remove the conversion feature and only have settlement through cash.
In July and August 2019, ComSovereign sold $1,000,000 principal amount of 9% Senior Convertible Debentures that bore interest at the rate of 9% per annum and matured on December 31, 2021. ComSovereign received $850,000 in cash. Interest was payable in arrears in June and December of each year in cash or, at ComSovereign's option, in shares of common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. The noteholders were also granted detachable warrants to purchase an aggregate of 100,000 shares of ComSovereign's common stock at a price of $5.00 per share. ComSovereign allocated the note proceeds based on relative fair value and recorded the warrants as a discount to the debt in the amount of $63,880. ComSovereign also recorded a $150,000 debt discount and $786,549 for the BCF associated with the debentures. Prior to conversion, the warrants were cancelled and 132,500 warrants were issued for $1.50 per share. On November 15, 2019, ComSovereign converted the outstanding warrants into 132,500 shares of ComSovereign's common stock and the full principal amount of such debentures and accrued interest into 1,100,000 shares of ComSovereign's common stock.
On September 24, 2019, ComSovereign sold $250,000 aggregate principal amount of 10% Senior Convertible Debentures that bear interest at a rate of 10% per annum and mature on December 31, 2021. Interest is paid semi-annually in arrears in June and December of each year in cash or, at ComSovereign's option, in shares of common stock at the conversion price that was equal to the lesser of (1) $2.50 or (2) a future effective price per share of any common stock sold by ComSovereign. Upon an event of default, the interest rate shall automatically increase to 15% per annum. As of December 31, 2019, an aggregate principal amount of $250,000 was outstanding under these debentures. In connection with these debentures, ComSovereign recognized a BCF of $69,000 and a debt discount of $181,000 associated with the issuance of warrants, both of which are recorded as debt discounts. During fiscal 2019, $25,000 of these costs were amortized and recognized in interest expense in the Consolidated Statement of Operations. As of December 31, 2019, there were $225,000 of debt discounts remaining. On April 30, 2020, these debentures were amended to provide for the conversion of the debentures into shares of the Company's common stock instead of ComSovereign's common stock. Additionally, the conversion price was changed from $2.50 per share to $0.756 per share. As a result, all the outstanding warrants were exercised at $0.01 per share into 283,530 shares of the Company's common stock. The Company also issued 6,700 shares of common stock on April 30, 2020 in lieu of an aggregate cash interest payment payable by ComSovereign through December 31, 2019 on these outstanding convertible debentures.
The agreements governing the secured notes payable, notes payable and senior convertible debentures contain customary covenants, such as debt service coverage ratios, limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness. As of December 31, 2019, the various subsidiaries were in compliance with all debt covenants under the applicable agreements except as noted above.
All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due.
Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31:
See Note 20 – Subsequent Events for details regarding additional debt incurred after December 31, 2019. |
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Related Party Transactions |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Related Party Transactions [Abstract] | ||
| RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party that can significantly influence the management or operating policies of the transacting parties or has an ownership interest in one of the other transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Receivable – Related Party
As of June 30, 2020 and December 31, 2019, the receivables - related party balance was $1,595, which represented amounts owed by Dr. Dustin McIntire, the Company's Chief Technology Officer, for personal charges he incurred using his company credit card.
Accrued Liabilities – Related Party
As of June 30, 2020 and December 31, 2019, the accrued liabilities – related party balance was $392,547 and $461,254, respectively, which represented amounts owed to various contractors, officers and employees of the Company as described below.
In August 2016, InduraPower entered into a promissory note in the principal amount of $50,000 that bears interest at 7.785% per annum and matures on September 1, 2021. At the same time, InduraPower also entered into a promissory note in the principal amount of $450,000 with the same lender that bears interest at 9.0% per annum and matures on March 1, 2022. A requirement of the promissory notes is to maintain a balance of at least $155,159 at J.P. Morgan while the promissory notes are outstanding. Sergei Begliarov, Chief Executive Officer of InduraPower, provided cash of $153,761 to comply with the requirements of the promissory notes. The $153,761 was recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019.
During 2019 and the six months ended June 30, 2020, Sergei Begliarov paid $71,199 and $8,001, respectively, of expenses on behalf of InduraPower. Daniel L. Hodges, Chairman and Chief Executive Officer of ComSovereign at the time, paid $6,588 of rent on behalf of InduraPower during 2019 and an additional $65 during the six months ended June 30, 2020. Additionally, during 2019, TM Technologies, Inc. ("TM"), described below, paid $29,300 of expense on behalf of InduraPower. These amounts were recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019, respectively.
On November 10, 2017, the Company and Global Security Innovative Strategies, LLC ("GSIS"), a company in which David Aguilar, a member of the Company's Board of Directors, is a principal, entered in an agreement (the "GSIS Agreement") pursuant to which GSIS agreed to provide business development support and general consulting services for sales opportunities with U.S. government agencies and other identified prospects and consulting support services for the Company. The GSIS Agreement had an initial term of six months beginning on November 1, 2017. On September 26, 2018, the parties amended the GSIS Agreement to extend the period of service through September 2019 with monthly automatic renewals thereafter. The Company also agreed to issue an option to purchase 100,000 shares of the Company's common stock at a strike price of $1.00, or $100,000. This option immediately vested and terminates on September 26, 2022. Pursuant to the GSIS Agreement, GSIS is paid a fee of $10,000 per month. In addition, GSIS is paid for the expenses incurred in connection with the performance of its duties under the GSIS Agreement. Either party may terminate or renew the GSIS Agreement at any time, for any reason or no reason, upon at least 30 days' notice to the other party. GSIS was owed $71,263 for normal monthly retainers and expenses incurred as of June 30, 2020 and $23,036 as of December 31, 2019. This amount was recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019, respectively.
During 2018 and 2019, Daniel L. Hodges paid $29,120 of rent on behalf of Lextrum. This amount was recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019.
On March 21, 2019, concurrent with the resignation of Kevin Hess, the Company's former Chief Technology Officer, the Company and Cognitive Carbon Corporation ("CCC"), entered into an agreement pursuant to which CCC agreed to provide Chief Technology Officer services, sales and marketing services and outsourced software and platform development services which are to be provided personally by Kevin Hess or third-party development firms of his choosing for outsourced development. CCC will receive $19,750 per month for one year for the Chief Technology Officer services and potential bonuses and an amount up to $120,000 for outsourced software and platform development. Felicia Hess, the Company's Chief Quality Officer, who is married to Kevin Hess, is the President and a director of CCC. CCC was owed $23,250 for normal monthly fees as of June 30, 2020 and $148,250 as of December 31, 2019. This amount was recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019, respectively.
Notes Payable – Related Party
On August 5, 2019, Mr. Hodges and his wife, loaned DragonWave $200,000 at an interest rate of 5.0% per annum and a maturity date of December 31, 2019. Interest was payable monthly while the full principal balance was due at maturity. As of June 30, 2020 and December 31, 2019, $200,000 plus accrued interest was outstanding under the loan, and the loan was past due.
Mr. Hodges is also the founder, Chairman and Chief Executive Officer of TM Technologies, Inc. ("TM"). Mr. Hodges also controls TM by virtue of his ownership and control of a majority of the outstanding equity securities of TM. Mr. Brent Davies, who is on the Company's Board of Directors and Audit Committee, is also the Chief Financial Officer (CFO) and a board member of TM. In addition, Mr. Kevin Sherlock, the Company's General Counsel, is also a director of TM. During 2019, TM also performed engineering services on behalf of DragonWave.
In October 2017, TM loaned $250,000 to DragonWave. This loan was partially used to simulate and test emplacement of the modulation technology within one of DragonWave's Harmony line radios. Interest and principal are due at maturity. As of June 30, 2020 and December 31, 2019, $1,292,953 plus accrued interest was outstanding under this loan.
See Note 23 – Subsequent Events for information related to a $50,000 promissory note issued to Brent Davies on July 1, 2020.
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11. RELATED PARTY TRANSACTIONS
Receivable – Related Party
As of December 31, 2019, the receivables - related party balance was $1,595, which represented amounts owed by Dr. Dustin McIntire, the Company's Chief Technology Officer, for personal charges he incurred using his company credit card.
Accrued Liabilities – Related Party
As of December 31, 2019, the accrued liabilities – related party balance was $461,254, which represented amounts owed to various contractors, officers and employees of the Company as described below.
In August 2016, InduraPower entered into a promissory note in the principal amount of $50,000 that bears interest at 7.785% per annum and matures on September 1, 2021. At the same time, InduraPower also entered into a promissory note in the principal amount of $450,000 with the same lender that bears interest at 9.0% per annum and matures on March 1, 2022. A requirement of the promissory notes is to maintain a balance of at least $155,159 at J.P. Morgan while the promissory notes are outstanding. Sergei Begliarov, Chief Executive Officer of InduraPower, provided cash of $153,761 to comply with the requirements of the promissory notes. The $153,761 was recorded in accrued liabilities – related party as of December 31, 2019.
During 2019, Sergei Begliarov paid $71,199 worth of expense of behalf of InduraPower, and Daniel L. Hodges, Chairman and Chief Executive Officer of ComSovereign at the time, paid $6,588 of rent on behalf of InduraPower. Additionally, during 2019, TM Technologies, Inc. ("TM"), described below, paid $29,300 worth of expense of behalf of InduraPower. These amounts were recorded in accrued liabilities – related party as of December 31, 2019.
During 2018 and 2019, Daniel L. Hodges paid $29,120 of rent on behalf of Lextrum. This amount was recorded in accrued liabilities – related party as of December 31, 2019.
On November 10, 2017, the Company and Global Security Innovative Strategies, LLC ("GSIS"), a company in which David Aguilar, a member of the Company's Board of Directors, is a principal, entered in an agreement (the "GSIS Agreement") pursuant to which GSIS agreed to provide business development support and general consulting services for sales opportunities with U.S. government agencies and other identified prospects and consulting support services for the Company. The GSIS Agreement had an initial term of six months beginning on November 1, 2017. On September 26, 2018, the parties amended the GSIS Agreement to extend the period of service through September 2019 with monthly automatic renewals thereafter. The Company also agreed to issue an option to purchase 100,000 shares of the Company's common stock at a strike price of $1.00, or $100,000. This option immediately vested and terminates on September 26, 2022. Pursuant to the GSIS Agreement, GSIS is paid a fee of $10,000 per month. In addition, GSIS is paid for the expenses incurred in connection with the performance of its duties under the GSIS Agreement. Either party may terminate or renew the GSIS Agreement at any time, for any reason or no reason, upon at least 30 days' notice to the other party. GSIS was owed $23,036 for normal monthly retainers and expenses incurred as of December 31, 2019. This amount was recorded in accrued liabilities – related party as of December 31, 2019.
On March 21, 2019, concurrent with the resignation of Kevin Hess, the Company's former Chief Technology Officer, the Company and Cognitive Carbon Corporation ("CCC"), entered into an agreement pursuant to which CCC agreed to provide Chief Technology Officer services, sales and marketing services and outsourced software and platform development services which are to be provided personally by Kevin Hess or third-party development firms of his choosing for outsourced development. CCC will receive $19,750 per month for one year for the Chief Technology Officer services and potential bonuses and an amount up to $120,000 for outsourced software and platform development. Felicia Hess, the Company's Chief Quality Officer, who is married to Kevin Hess, is the President and a director of CCC. CCC was owed $148,250 for normal monthly fees and the 2019 bonus as of December 31, 2019. This amount was recorded in accrued liabilities – related party as of December 31, 2019.
Notes Payable – Related Party
On August 5, 2019, Mr. Hodges and his wife, loaned DragonWave $200,000 at an interest rate of 5.0% per annum and a maturity date of December 31, 2019. Interest was payable monthly while the full principal balance was due at maturity. As of December 31, 2019, $200,000 plus accrued interest was outstanding under the loan, and the loan was past due.
Mr. Hodges is also the founder, Chairman and Chief Executive Officer of TM Technologies, Inc. ("TM"). Mr. Hodges also controls TM by virtue of his ownership and control of a majority of the outstanding equity securities of TM. In October 2017, TM loaned $250,000 to DragonWave. On October 31, 2019, this loan was increased to $1,292,953 at an interest rate of 5% per annum with a maturity date of August 31, 2020. This loan was partially used to simulate and test emplacement of the modulation technology within one of DragonWave's Harmony line radios. Interest and principal are due at maturity. As of December 31, 2019, $1,292,953 plus accrued interest was outstanding under this loan.
Stock Awards
In January 2019, Daniel L. Hodges, Chairman and Chief Executive Officer of ComSovereign at such time, and John E. Howell, President of ComSovereign at such time, each acquired 12,000,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On January 22, 2019, three members of the Board of Directors of ComSovereign and an executive officer of ComSovereign acquired an aggregate of 2,150,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required. Additionally, four executive officers of InduraPower, Lextrum and VEO acquired an aggregate of 500,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required.
On November 19, 2019, ComSovereign's Board of Directors granted an aggregate of 24,000 restricted stock awards ("RSAs") to three executives of DragonWave and Silver Bullet at a grant date fair value of $4.40 per share of common stock for a total value of $105,600. The total value was recognized during fiscal 2019 in share-based compensation expense.
On December 2, 2019, the Company's Board of Directors granted an aggregate of 1,900,000 RSAs to eight officers and directors at a grant date fair value of $0.82 per share of common stock for a total value of $1,558,000. The vesting period for these RSAs is as follows: 850,000 vest on the one-year anniversary of the grant date; 850,000 vest on the two-year anniversary of the original grant date; and 200,000 vest on the three-year anniversary of the original grant date. During fiscal 2019, $54,667 was recognized in share-based compensation expense after the ComSovereign Acquisition. See Note 14 – Share-Based Compensation for additional information.
See Note 20 – Subsequent Events for information regarding a new note payable with the Nussbaum estate. |
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Shareholders' Equity |
6 Months Ended | 12 Months Ended |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Equity [Abstract] | ||
| SHAREHOLDERS' EQUITY | 17. SHAREHOLDERS' EQUITY
For the six months ended June 30, 2020
As of June 30, 2020, the Company had 100,000,000 shares of preferred stock authorized for issuance, none of which were issued and outstanding and 300,000,000 shares of common stock authorized for issuance and 128,846,064 shares of common stock issued and outstanding.
Consulting Agreement
On January 31, 2020, the Company entered into an agreement with a consultant to its subsidiary, Lextrum, to amend a consulting agreement between the consultant and Lextrum to allow the consultant to elect to take from 50% to 100% of its compensation in the form of common stock of the Company. Common stock to be issued to the consultant will be paid on a quarterly basis. On March 12, 2020, the Company issued 165,095 shares of its common stock in satisfaction of $106,238 that was owed by Lextrum to the consultant for services previously rendered. The fair value on the issue date of the 165,095 shares was $193,160. The Company booked the difference between the fair value of the shares issued and the amount owed by Lextrum to the consultant as general and administrative expense in the Company's Condensed Consolidated Financial Statements. To date, no additional shares of common stock have been issued pursuant to this agreement.
For the period January 10, 2019 (Inception) through June 30, 2019
As of June 30, 2019, ComSovereign had 5,000,000 Preferred Series A shares authorized for issuance, 2,600,000 of which were issued and outstanding and 300,000,000 shares of common stock authorized for issuance, 41,207,149 of which were outstanding. All the Preferred Series A shares issued were for the acquisitions of VEO, InduraPower and Silver Bullet during fiscal 2019. On November 15, 2019, each Preferred Series A share was converted into one common share of ComSovereign.
Dividends
The Company did not pay dividends to holders of its common stock during the six months ended June 30, 2020. The determination to pay dividends on common stock will be at the discretion of the Board of Directors and will depend on applicable laws and the Company's financial condition, results of operations, cash requirements, prospects and such other factors as the Board of Directors may deem relevant. In addition, current or future loan agreements may restrict the Company's ability to pay dividends. The Company does not anticipate declaring or paying any cash dividends on common stock in the foreseeable future. |
12. SHAREHOLDERS' EQUITY
ComSovereign had 5,000,000 Preferred Series A shares authorized for issuance and as of March 4, 2019 had 2,600,000 Preferred Series A shares issued and outstanding. All the Preferred Series A shares issued were for the acquisitions of VEO, InduraPower and Silver Bullet during fiscal 2019. On November 15, 2019, each Preferred Series A share was converted into one common share of ComSovereign. After the conversion, the Preferred Series A shares ceased to exist and were no longer authorized for issuance.
As of December 31, 2019, the Company had 100,000,000 shares of preferred stock authorized for issuance, none of which were issued and outstanding.
As of December 31, 2019, the Company had 300,000,000 shares of common stock authorized for issuance and 128,326,243 shares of common stock issued and outstanding.
As of December 31, 2019, the Company had outstanding warrants to purchase an aggregate of 503,523 shares of common stock. Of those 503,523 warrants, 283,523 had an exercise price of $0.01 per share; 70,000 had an exercise price of $5.00 per share; 100,000 had an exercise price of $1.00 per share; and the remaining 50,000 had an exercise price of $0.50 per share.
On September 4, 2019, the Company entered into a Redemption Agreement with Robert Guerra, a former director of the Company, pursuant to which 100,000 shares of common stock were redeemed for $0.50 per share, or an aggregate of $50,000. These redeemed shares were recorded as treasury stock on the Consolidated Balance Sheet as of December 31, 2019.
Dividends
The Company did not pay dividends to holders of its common stock during fiscal 2019. The determination to pay dividends on common stock will be at the discretion of the Board of Directors and will depend on applicable laws and the Company's financial condition, results of operations, cash requirements, prospects and such other factors as the Board of Directors may deem relevant. In addition, current or future loan agreements may restrict the Company's ability to pay dividends. The Company does not anticipate declaring or paying any cash dividends on common stock in the foreseeable future. |
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- References No definition available.
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Share-Based Compensation |
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| SHARE-BASED COMPENSATION | 18. SHARE-BASED COMPENSATION
The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee is required to provide service in exchange for the award, usually the vesting period.
Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in shareholders' equity.
Stock Options
On March 20, 2019, the Company granted options outside of any equity plan to two employees and one non-employee for the purchase of an aggregate of 180,000 shares of the Company's common stock. All the options have an exercise price of $1.06 per share and expire on March 20, 2023. Under the Black-Scholes option pricing model, the fair value of the 180,000 options on the date of grant was estimated at $123,130.
No options were granted during the six months ended June 30, 2020.
The following table summarizes the assumptions used to estimate the fair value of stock options granted during the period January 10, 2019 (inception) to June 30, 2019:
The following table represents stock option activity for the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019:
For the six months ended June 30, 2020, there were no unvested stock options.
The Company did not record any share-based compensation expense for the six months ended June 30, 2020. Compensation expense related to stock options is recorded in share-based compensation expense in the Consolidated Statement of Operations. For the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019, there was no unrecognized compensation expense related to stock options.
Restricted Stock Awards
On March 25, 2019, ComSovereign Corp.'s Board of Directors granted an aggregate of 80,000 restricted stock awards ("RSAs") to a non-employee for consulting services, of which 60,000 RSAs immediately vested and 20,000 RSAs vested upon the change in control of ComSovereign in connection with the ComSovereign Acquisition. The grant date fair value of these RSAs was $4.40 per share of common stock for a total value of $352,000. ComSovereign recognized the full $352,000 of stock compensation expense for the RSAs during the period January 10, 2019 (inception) to March 31, 2019. ComSovereign Corp. did not recognize any additional stock compensation expense related to RSAs during the three months ended June 30, 2019.
For the six months ended June 30, 2020, the Company did not recognize any expense related to RSAs. For the period January 10, 2019 (Inception) through June 30, 2019, the Company recognized $62,500 compensation expense related to RSAs. See Note 1 – Description of Business and Basis of Presentation for information about the shares issued in connection with the formation of ComSovereign.
2020 Long-Term Incentive Plan
On April 22, 2020, the Company's Board of Directors adopted the 2020 Long-Term Incentive Plan (the "2020 Plan") which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards.
A total of 10,000,000 shares of the Company's common stock are authorized for issuance with respect to awards granted under the 2020 Plan. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of August 15, 2020, no stock grants had been issued under the 2020 Plan, and 10,000,000 shares authorized under the 2020 Plan remained available for award purposes.
The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award. |
14. SHARE-BASED COMPENSATION
Stock Options
The following information relates to the stock option activity of the Company prior to the ComSovereign Acquisition.
During 2017, the Company granted the following options outside of any equity plan with the attributes described below to purchase the Company’s common stock (amounts in US$’s, except share data):
During 2018, the Company granted the following options outside of any equity plan with the attributes described below to purchase the Company’s common stock (amounts in US$’s, except share data):
All of the above options were outstanding as of January 10, 2019.
On March 20, 2019, the Company granted options outside of any equity plan to two employees and one non-employee for the purchase of an aggregate of 180,000 shares of the Company’s common stock. All the options have an exercise price of $1.06 per share and expire on March 20, 2023. Under the Black-Scholes option pricing model, the fair value of the 180,000 options on the date of grant was estimated at $123,130.
The following table summarizes the assumptions used to estimate the fair value of stock options granted during fiscal 2019:
Total recognized compensation expense related to the Company’s stock options was $157,441 for fiscal 2019. All options granted by the Company vested upon the change of control resulting from the completion of the ComSovereign Acquisition on November 27, 2019.
The following table represents stock option activity of ComSovereign and the Company as of and for fiscal 2019:
As of December 31, 2019, there were no unvested stock options.
The Company did not record any compensation expense for the period from November 27, 2019, the date of the ComSovereign Acquisition, to December 31, 2019. Compensation expense related to stock options would be recorded in general and administrative expense in the Consolidated Statement of Operations. As of December 31, 2019, there was no unrecognized compensation expense related to stock options.
Restricted Stock Awards
On March 25, 2019, ComSovereign’s Board of Directors granted an aggregate of 80,000 RSAs to a non-employee for consulting services, of which 60,000 RSAs immediately vested and 20,000 RSAs vested upon the change in control of ComSovereign in connection with the ComSovereign Acquisition. The grant date fair value of these RSAs was $4.40 per share of common stock for a total value of $352,000.
On November 12, 2019, the Company’s Board of Directors granted an aggregate of 2,300,000 RSAs to eight employees. The RSAs vested upon the change of control upon the completion of the ComSovereign Acquisition on November 27, 2019. The Company recorded $1,495,000 in share-based compensation expense related to these RSAs during fiscal 2019, prior to the ComSovereign Acquisition. No compensation expense was recognized for the period November 27, 2019, the date of the ComSovereign Acquisition, through December 31, 2019.
On November 14, 2019, ComSovereign’s Board of Directors granted an aggregate of 40,000 RSAs to a non-employee for consulting services that vested immediately. The grant date fair value of these RSAs was $4.40 per share of common stock for a total value of $176,000.
On November 19, 2019, ComSovereign’s Board of Directors granted an aggregate of 270,800 RSAs to noteholders, employees, non-employees and an officer with a grant date fair value of $4.40 per share of common stock that vested immediately for a total value of $1,191,520.
On November 27, 2019, ComSovereign’s Board of Directors granted an aggregate of 50,000 RSAs that immediately vested to a non-employee for assistance in negotiating a secured loan agreement on ComSovereign’s behalf. The grant date fair value of these RSAs was $4.40 per share of common stock for a total value of $220,000.
On December 2, 2019, the Company’s Board of Directors granted an aggregate of 1,900,000 RSAs to nine officers and directors. The vesting period for these RSAs is as follows: 850,000 vest on the one-year anniversary of the grant date; 850,000 vest on the two-year anniversary of the original grant date; and 200,000 vest on the three-year anniversary of the original grant date. The Company recognized $54,667 in share-based compensation expense for these RSAs during fiscal 2019 which was recognized after the ComSovereign Acquisition.
Total recognized compensation expense related to the RSAs was $258,256 which was recorded in general and administration expense in the Consolidated Statement of Operations. See Note 1 – Description of Business and Basis of Presentation for information about the shares issued in connection with the formation of ComSovereign.
See Note 20 – Subsequent Events for information related to the adoption of the 2020 Long-Term Incentive Plan. |
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| X | ||||||||||
- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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Warrants |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| WARRANTS | 19. WARRANTS
On April 29, 2020, the Company issued a warrant to purchase 158,730 shares of the Company’s common stock. The warrant was issued in conjunction with the sale of the Company’s 12.5% OID Convertible Note. The warrant has an exercise price of $0.99 per share and an expiration date of April 29, 2025. In connection with this transaction and as a placement fee to an unrelated third party, the Company also issued a warrant to purchase 27,778 shares of the Company’s common stock. The warrant has an exercise price of $0.99 per share and an expiration date of April 29, 2025. None of these warrants were exercised during the six months ended June 30, 2020. No warrants were granted by the Company during the period January 10, 2019 (inception) to June 30, 2019.
On September 24, 2019, ComSovereign Corp. issued a warrant to purchase 150,000 shares of ComSovereign’s common stock, which was converted into the ability to purchase 283,530 shares of the Company’s common stock as a result of the ComSovereign Merger. The warrant was issued in conjunction with the sale of ComSovereign’s 10% Senior Convertible Debentures. The warrant had an exercise price of $0.01 per share and an expiration date of December 31, 2021. No warrants were exercised during fiscal 2019. On April 21, 2020, these warrants were exercised and exchanged for 283,530 shares of the Company’s common stock.
The following table summarizes the assumptions used to estimate the fair value of warrants granted during the six months ended June 30, 2020:
The following table represents warrant activity for the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019:
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15. WARRANTS
The following warrants were issued by the Company prior to the ComSovereign Acquisition with the attributes described below to purchase the Company’s common stock (amounts in US$’s, except share data):
During the third quarter of 2019, ComSovereign issued eight warrants to purchase an aggregate of 100,000 shares of ComSovereign’s common stock. The warrants were issued in conjunction with the sale of the ComSovereign’s 9% Senior Convertible Debentures. The warrants had an exercise price of $5.00 per share and an expiration date of December 31, 2021. Prior to conversion of the related debentures, ComSovereign cancelled warrants to purchase 80,000 shares of common stock at $5.00 per share, and reissued warrants to purchase 112,500 shares of common stock at $1.50 per share. ComSovereign valued the new warrants at $250,835 using the Black-Scholes pricing model, which is included in interest expense on the Consolidated Statement of Operations. Warrants to purchase all 132,500 shares of common stock were exercised in November 2019 prior to the ComSovereign Acquisition.
On September 24, 2019, ComSovereign issued a warrant to purchase 150,000 shares of the ComSovereign’s common stock, which was converted into the ability to purchase 283,530 shares of the Company’s common stock as a result of the ComSovereign Merger. The warrant was issued in conjunction with the sale of ComSovereign’s 10% Senior Convertible Debentures. The warrant has an exercise price of $0.01 per share and an expiration date of December 31, 2021. No warrants were exercised during fiscal 2019. On April 21, 2020, these warrants were exercised and exchanged for 283,530 shares of the Company’s common stock.
During September 2019, ComSovereign issued two warrants to purchase 2,000,000 shares of ComSovereign’s common stock. The warrants were issued in conjunction with the sale by ComSovereign of a promissory note. The warrants had an exercise price of $0.01 per share and an expiration date of December 31, 2021. Warrants to purchase the full 2,000,000 shares of ComSovereign’s common stock were exercised in November 2019 prior to the ComSovereign Acquisition.
On October 15, 2019, ComSovereign issued a warrant to purchase 442,500 shares of ComSovereign’s common stock. The warrant was issued in conjunction with the sale by ComSovereign of a promissory note. The warrant had an exercise price of $0.01 per share and an expiration date of December 31, 2021. Warrants to purchase the full 442,500 shares of ComSovereign’s common stock were exercised in November 2019 prior to the ComSovereign Acquisition.
On November 26, 2019, ComSovereign issued warrants to purchase 930,000 shares of ComSovereign’s common stock to non-employees for consulting services in connection with the ComSovereign Acquisition. The warrants had an exercise price of $0.01 per share and an expiration date of November 26, 2024. Warrants to purchase the full 930,000 shares of ComSovereign’s common stock were exercised on November 27, 2019.
The following table summarizes the assumptions used to estimate the fair value of the warrants granted during fiscal 2019:
Under the Black-Scholes option pricing model, the fair value of the warrants issued was estimated at $3,138,667 on the date of grant, which was recognized as interest expense in the Consolidated Statement of Operations. As of December 31, 2019, there was no unrecognized expense related to the warrants as all of the warrants were fully vested.
The following table represents warrant activity of ComSovereign and the Company as of and for fiscal 2019:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Entire disclosure of warrants. No definition available.
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Income Taxes |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | 20. INCOME TAXES
The Company's income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for the six months ended June 30, 2020 and the period January 10, 2019 (Inception) to June 30, 2019 due to the following:
To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in various jurisdictions in which the Company is subject to tax. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rate from quarter to quarter. The Company recognizes interest and penalties related to uncertain tax positions, if any, as an income tax expense. As of June 30, 2020, and December 31, 2019, the Company had not recorded any liabilities for uncertain tax positions. There were no discrete items for the quarter ended June 30, 2020.
The Company records valuation allowances to reduce its deferred tax asset to an amount that it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the period in which those temporary differences become deductible. During the three months ended June 30, 2020, the Company recorded a change in the valuation allowance of $1,819,900 as compared to $0 for the three months ended June 30, 2019.
It is the Company's policy to establish reserves based on management's assessment of exposure for certain tax positions taken in previously filed tax returns that may become payable upon audit by taxing authorities. The Company's tax reserves are analyzed quarterly, and adjustments are made as events occur that the Company believes warrant adjustments to those reserves. Management has not recorded any reserves for uncertain tax positions. |
16. INCOME TAXES
Deferred taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment. The Tax Cut and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory income tax rate from 35% to 21% beginning January 1, 2018.
Net deferred tax liabilities consisted of the following as of December 31, 2019:
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2019 due to the following:
As of December 31, 2019, the Company had domestic net operating loss carryforwards of approximately $47,472,000, of which approximately $13,615,000 was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2019 through 2039, and approximately $33,857,000 that may offset future taxable income with no definite expiration date.
Due to the change in the ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon the ultimate settlement with the related tax authority. The Company did not record any liabilities related to uncertain tax positions as of December 31, 2019.
The Company records valuation allowances to reduce its deferred tax assets to an amount the its believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits. |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations or cash flows, except as follows.
On January 17, 2020, Arrow Electronics, Inc. ("Arrow") filed suit against DragonWave and the Company in the United States District Court for the District of Colorado, Case No. 1:20-cv-00149-NRN. Arrow alleged that in November and December 2018, DragonWave took delivery of merchandise from Arrow worth approximately $124,000 and ordered additional merchandise from Arrow worth approximately $520,000, but that DragonWave defaulted in December 2018 on its obligations to pay Arrow. Arrow further alleged that in November 2019, Arrow, DragonWave entered into a forbearance agreement acknowledging indebtedness to Arrow of approximately $124,000, plus an additional commitment to purchase inventory of $520,000 plus fees of $10,000, to be paid in certain installments. On June 12, 2020, Arrow and DragonWave entered into a settlement agreement whereby DragonWave was obligated to pay Arrow $503,500 on or before August 15, 2020, DragonWave-X gave a consent judgment to Arrow in the amount of $503,000, and the Company guaranteed DragonWave-X's payment to Arrow. The consent judgment against DragonWave-X was entered on June 15, 2020. Also on June 15, 2020 the Company was dismissed from the case. On August 14, 2020, Arrow and DragonWave entered into an amendment to the June 12, 2020 settlement agreement whereby DragonWave was obligated to pay Arrow $200,000 on or before August 17, 2020 and $313,000 on or before September 18, 2020. As of August 18, 2020 $200,000 was paid to Arrow.
On February 7, 2020, DragonWave agreed to repurchase inventory held by Tessco Technologies Incorporated ("Tessco"), one of DragonWave's customers and note holders. Upon receipt of the inventory, which is valued at $121,482, DragonWave agreed to reimburse Tessco $56,766, representing the balance due after making the initial payment of $60,000. The return of inventory and payment to Tessco of $56,776 was required by February 28, 2020 but has not yet been made. On June 5, 2020, Tessco filed a complaint for confessed judgment against DragonWave in the Circuit Court for Baltimore, Maryland, Case No. 5539212, for approximately $60,000, which it claims is the reimbursement amount. On June 8, 2020, Tessco obtained an order entering judgement against DragonWave. As of August 17, 2020, the judgement remains unpaid. |
18. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations or cash flows, except as follows.
On May 22, 2020, Michael Powell filed suit against DragonWave-X, LLC, DragonWave-X, Inc., Transform-X, Inc., ComSovereign Corp, and the Company in the Pima County Arizona Superior Court, Case No. C20202216. Mr. Powell has alleged that he entered into an employment agreement with DragonWave-X, Inc. in July 2018, was terminated without cause in May 2019, and is owed approximately $182,000 in wages and $50,000 in bonuses. Mr. Powell is seeking approximately $697,000 in treble damages, punitive damages, consequential damages, interest and attorneys' fees and costs. The Company disputes Mr. Powell's allegations and intends to vigorously defend the lawsuit.
On February 7, 2020, DragonWave agreed to repurchase inventory held by Tessco Technologies Incorporated ("Tessco"), one of DragonWave's customers and note holders. Upon receipt of the inventory, which is valued at $121,482, DragonWave agreed to reimburse Tessco $56,766, representing the balance due after making the initial payment of $60,000. The return of inventory and payment to Tessco of $56,776 was required by February 28, 2020, but has not yet been made. On June 5, 2020, Tessco filed a complaint for confessed judgment against DragonWave in the Circuit Court for Baltimore, Maryland, Case No. 5539212, for approximately $60,000, which it claims is the reimbursement amount. The Company does not intend to oppose the entry of this judgment. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for commitments and contingencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Concentrations |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Risks and Uncertainties [Abstract] | ||
| CONCENTRATIONS | 22. CONCENTRATION
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At June 30, 2020, accounts receivable from one customer comprised 38% of the Company’s total trade accounts receivable, and none of this balance had been characterized as uncollectible as of June 30, 2020. |
19. CONCENTRATIONS
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At December 31, 2019, accounts receivable from one customer comprised 84% of the Company's total trade accounts receivable, and none of this balance has been characterized as uncollectible as of December 31, 2019. |
| X | ||||||||||
- Definition The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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Subsequent Events |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Subsequent Events [Abstract] | ||
| SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS
Corporate Acquisition
On July 6, 2020, the Company completed its acquisition (the "VNC Acquisition") of Virtual Network Communications Inc., a Virginia corporation ("VNC"), pursuant to an Agreement and Plan of Merger and Reorganization dated as of May 21, 2020 (the "Merger Agreement"), by and among the Company and its wholly-owned subsidiaries, CHC Merger Sub 7, Inc. and VNC Acquisition LLC, VNC and Mohan Tammisetti, solely in his capacity as the representative of the security holders of VNC. VNC is an EDGE telecom access radio developer and provider of both 4G LTE/Advanced and 5G capable radio equipment. Additionally, VNC has virtualized and patented an entire LTE Advanced network core solution that the Company believes eliminates much of the costly backbone equipment of telecom networks. VNC also has developed and is currently selling a rapidly deployable network system that can be combined with the tethered aerostats and drones offered by the Company's Drone Aviation subsidiary and enabled and operated in nearly any location in the world.
In connection with the VNC Acquisition, the Company paid to the stockholders and certain other stakeholders of VNC (i) $1,785,139 in cash and (ii) 11,738,210 shares of the Company's common stock, of which an aggregate of 4,000,000 shares is being held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the former VNC security holders under the Merger Agreement. Pursuant to the Merger Agreement, the Company also issued to the holders of outstanding options and warrants of VNC, whether vested or unvested, in replacement of such options or warrants, options or warrants to purchase an aggregate of 4,261,790 shares of the Company's common stock, all of which were fully vested. In addition, at the closing of the VNC Acquisition, the Company paid approximately $1.142 million of outstanding payables of VNC.
Debt Agreements
In connection with the transactions contemplated by the Merger Agreement, on July 2, 2020, the Company sold an aggregate of 29 units (the "Units") to accredited investors, including 19 Units to Dr. Dustin McIntire, the Company's Chief Technology Officer, for a purchase price of $100,000 per Unit, or $2,900,000 in the aggregate. Each Unit consisted of a 9% Senior Convertible Debenture (the "July 9% Debentures") of the Company in the principal amount of $100,000 and warrants (the "July Warrants") to purchase 10,000 shares of the Company's common stock. The July 9% Debentures bear interest at the rate of 9% per annum, mature on September 30, 2020 and are convertible into shares of the Company's common stock at a conversion price of $1.00 per share, subject to adjustment. The July Warrants are exercisable to purchase shares of the Company's common stock at an exercise price of $1.00 per share, subject to adjustment, and expire on the earlier of (i) December 31, 2022 or (ii) the second anniversary of the Company's consummation of a public offering of its common stock in connection with an up-listing of its common stock to a national securities exchange. The proceeds from the sale of the Units were applied to the cash consideration the Company paid in the Acquisition and related expenses.
On July 1, 2020, the Company borrowed $50,000 from Mr. Davies and issued Mr. Davies a promissory note evidencing such loan that bears interest of $1,000 and matures on August 31, 2020.
Between July 2, 2020 and August 10, 2020, the Company borrowed an aggregate of $900,000 from accredited investors and issued to such investors promissory notes evidencing such loans. The principal amounts of the notes are between $50,000 and $200,000. The loans bear interest at a rate of 15% and have maturity dates between October 13, 2020 and November 9, 2020. As additional consideration for such loans, Daniel L. Hodges, the Company's Chairman and Chief Executive Officer, transferred to such investors an aggregate of 170,000 shares of common stock. On July 29, 2020, the Company sold 91,841 shares of common stock at a price of $1.00 per share to one of the accredited investors.
Operating Lease
On August 14, 2020, the Company amended its lease for 5,533 square feet of office space in Jacksonville, Florida to extend the term through July 31, 2023 with monthly payments ranging from $4,786 to $5,078 over the extended lease term, a reduced monthly payment compared to the prior lease term. |
20. SUBSEQUENT EVENTS
Management evaluated for subsequent events requiring disclosure within the financial statements through the date of the filing of this report and noted the following items.
Pending Corporate Transaction
Agreement and Plan of Merger and Reorganization
On May 21, 2020, the Company signed an Agreement and Plan of Merger and Reorganization to acquire Virtual Network Communications, Inc. ("VNC"), a developer of fixed and mobile broadband communications solutions for wireless networks operated by commercial, enterprise, government and defense customers. The acquisition is expected to be completed on or before July 6, 2020, subject to satisfactory completion of closing conditions.
Acquisitions
On March 6, 2020, the Company's subsidiary, Sovereign Plastics, LLC ("Sovereign Plastics"), entered into a Stock Purchase Agreement to acquire 100% of the shares of common stock of Spring Creek Manufacturing, Inc. for a purchase price of $500,000. The acquisition closed on March 6, 2020 with Sovereign Plastics paying the purchase price through the assumption of the obligations of the sellers under an outstanding promissory note in the principal amount of $90,000 and the delivery of short-term promissory notes in the aggregate principal amount of $410,000. Additionally, Sovereign Plastics agreed to pay certain sales commissions on all sales to two specific customers.
On March 6, 2020, in a related transaction, Sovereign Plastics also entered into an Asset Purchase Agreement with Fast Plastics Parts, LLC ("Fast Plastics") to acquire certain assets, consisting primarily of machinery, equipment and furniture of Fast Plastics. The acquisition also closed on March 6, 2020 with Sovereign Plastics providing the purchase price of approximately $1,464,000 by the payment of approximately $66,000 in cash, the repayment of outstanding indebtedness of Fast Plastics in the aggregate amount of $250,000 and the assumption of an outstanding term loan of Fast Plastics in the amount of approximately $979,000. Sovereign Plastics also assumed equipment leases.
The cash portions of the purchase prices were funded by the sale to unaffiliated lenders of promissory notes in the principal amount of $500,000 that mature on September 4, 2020 and 50,000 shares of common stock for an aggregate purchase price of $450,000.
2020 Long-Term Incentive Plan
On April 22, 2020, the Company's Board of Directors adopted the 2020 Long-Term Incentive Plan (the "2020 Plan") which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards.
A total of 10,000,000 shares of the Company's common stock are authorized for issuance with respect to awards granted under the 2020 Plan. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. No stock grants have been issued under the 2020 Plan, and 10,000,000 shares authorized under the 2020 Plan remained available for award purposes.
The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award.
Debt Agreements
On February 26, 2020, the Company entered into a $600,000 secured business loan bearing interest at 81.74% per annum that matures on December 26, 2020. Principal and interest payments of $19,429 are due weekly. The loan is secured by the assets of the Company.
On March 19, 2020, the Company entered into a note payable with the Nussbaum estate in the amount of $2,022,722 bearing interest at 5% per annum with a maturity date of August 31, 2020. Interest payments of $8,428 are due monthly while the full principal amount is due at maturity. The proceeds of the note payable were used to repay the balance of the CNB Note.
On April 29, 2020, the Company entered into a securities purchase agreement pursuant to which it issued a convertible promissory note in the principal amount of $285,714 with an original issue discount of $35,714 and warrants to purchase 158,730 shares of the Company's common stock for proceeds of $250,000. The note bears interest at a rate of 12.5% per annum and matures on January 29, 2021. Within three business days of filing the Annual Report for fiscal 2019, the investor is required to issue, and the Company is required accept, an additional convertible promissory note in the principal amount of $285,714 with an original issue discount of $35,714 along with warrants to purchase an additional 158,730 shares of the Company's common stock for proceeds of $250,000. This note will bear interest at 12.5% per annum and mature on January 29, 2021. The investor will not be required to purchase the additional securities if the Company is in default under the outstanding notes or if certain other conditions are not met.
On May 29, 2020, DragonWave issued a promissory note in the principal amount of $290,000 with an original issue discount of $40,000 for proceeds of $250,000. The note matures on September 30, 2020 and will bear interest at the rate of 12% per annum on any principal balance not paid from the maturity date until paid in full. The promissory note is guaranteed by the Company and Mr. Hodges.
Payroll Protection Program of the CARES Act
During April and May 2020, the Company and its subsidiaries received an aggregate of $455,185 under the Paycheck Protection Program ("PPP") of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") of 2020. These loans are to cover 24 weeks of payroll expenses and may be used for a variety of other needs such as: payroll costs, salaries or commissions, rent, utilities and interest on other outstanding debt. Management believes it is complying with the rules for forgiveness of these funds received under the PPP of the CARES Act.
Consulting Agreement
On January 31, 2020, the Company entered into an agreement with a consultant to its subsidiary, Lextrum, to amend a consulting agreement between the consultant and Lextrum to allow the consultant to elect to take from 50% to 100% of his compensation in the form of common stock of the Company. Common stock to be issued to the consultant will be paid on a quarterly basis. On March 12, 2020, the Company issued 165,095 shares of its common stock in satisfaction of $106,238 that was owed by Lextrum to the consultant for services previously rendered and the additional $106,238 that was owed by Lextrum was partially paid in cash of $55,000 on March 6, 2020. The remaining $51,238 is still outstanding. To date, no additional shares of common stock have been issued pursuant to this agreement. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies (Policies) |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | Cash and Cash Equivalents
Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2019. |
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| Accounts Receivable and Credit Policies | Accounts Receivable and Credit Policies
Trade accounts receivable consist of amounts due from the sale of the Company's products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2019, the Company characterized $690,830 as uncollectible. |
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| Concentration of Credit Risk | Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. |
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| Related Parties | Related Parties
The Company accounts for related party transactions in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
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| Inventory | Inventory
Inventory is valued at the lower of cost and net realizable value ("NRV"). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory. |
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| Investments | Investments
An investment is considered impaired if the fair value of the investment is less than its cost. Generally, an impairment is considered other-than-temporary unless (1) the Company has the ability and intent to hold an investment for a reasonable period of time sufficient for an anticipated recovery of the fair value up to (or beyond) the cost of the investment; and (2) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If impairment is determined to be other that temporary, then an impairment loss is recognized equal to the difference between the investment's cost and fair value. |
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| Property and Equipment, net | Property and Equipment, net
Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:
Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. |
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| Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During fiscal 2019, the Company recorded no impairments. |
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| Beneficial Conversion Features and Warrants | Beneficial Conversion Features and Warrants
The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature ("BCF") related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model.
Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurement. As defined in ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally-developed methodologies that result in management's best estimate of fair value.
The Company's financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2019 approximated their fair value due to their short-term nature. |
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| Debt Discounts | Debt Discounts
The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and has BCFs. See Note 10 – Debt Agreements and Note 15 – Warrants. The warrants are exercisable at various exercise prices per share. The Company evaluated the terms of these warrants at issuance and concluded that they should be treated as equity. The fair value of the warrants was determined by using the Black-Scholes model and was recorded as a debt discount offsetting the carrying value of the debt obligation in the Consolidated Balance Sheet.
As described above under Beneficial Conversion Features and Warrants, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense. |
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| Debt Issuance Costs | Debt Issuance Costs
The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations. |
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| Foreign Currency Translation | Foreign Currency Translation
The Company's operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, that are primarily a direct and integral component or extension of the Company's operations, are translated into U.S. dollars ("USD") using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains and losses are included in foreign currency transaction gain (loss) in the Consolidated Statement of Operations. |
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| Revenue Recognition | Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
To further assist with adoption and implementation of ASU 2014-09, the FASB issued the following ASUs:
The Company adopted these standards as of January 10, 2019 (date of incorporation).
At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.
The Company has determined that it has the following performance obligations related to its products and services: equipment, software license, extended warranty, training, installation and consulting service. Revenue from equipment, software license, training and installation are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from extended warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation.
For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers a number of factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.
Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the "expected value" method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.
Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations.
The Company provides limited warranties for products sold to customers, typically for 13 months, covering product defects. Such limited warranties are not sold separately and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of limited warranties are not considered to be separate performance obligations. In accordance with applicable guidance, the expected cost of the limited warranties is recorded as accrued warranty liability on the Consolidated Balance Sheet. Optional extended warranties are sold to customers and include additional support services.
The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced.
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company's performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet.
Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2019, there were no such capitalized costs.
The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2019, there were no such financing components. |
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| Research and Development | Research and Development
Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria and are expensed as incurred. |
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| Share-Based Compensation | Share-Based Compensation
Employees
The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting ("Topic 718") and has a policy to account for forfeitures as they occur.
Non-Employees
Effective January 10, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"), which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to non-employees under Subtopic 505-50, Equity, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company's consolidated financial statements.
Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in shareholders' equity. |
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| Leases | Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires organizations to recognize right-of-use ("ROU") lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. To further assist with adoption and implementation of ASU 2016-02, the FASB issued the following ASUs:
ASU 2018-11 provided entities with an additional transition method to adopt the new lease standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if any. The new lease standard was effective for fiscal years beginning after December 15, 2018. The Company adopted these standards in the first quarter of 2019 utilizing the transition method allowed under ASU 2018-11. See Note 17 — Leases for more information related to the Company's leases. |
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| Income Taxes | Income Taxes
The Company accounts for income taxes utilizing ASC 740, Income Taxes. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company's financial statements or tax returns. The Company has recorded a 100% valuation allowance against net deferred tax assets due to the uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2019. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations. |
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| Earnings or Loss per Share | Earnings or Loss per Share
The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock awards and warrants for each period.
There were no adjustments to net loss, the numerator, for purposes of computing basic earnings per share. The following table sets out the computation of basic and diluted income (loss) per share:
Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are dilutive in periods of net loss available to common shareholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company's common stock for the period, regardless of whether the Company is in a period of net loss available to common shareholders. The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive: stock options of 837,479, restricted stock units of 156,091 and warrants of 48,498. |
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| Reportable Segments | Reportable Segments
U.S. GAAP establishes standards for reporting financial and descriptive information about a company's reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer, who currently reviews the financial performance and the results of operations of our operating subsidiaries on a consolidated basis when making decisions about allocating resources and assessing performance of our company. Accordingly, we currently consider ourselves to be in a single reporting segment for reporting purposes focused on the North American development, manufacturing and production of products and services for the telecom infrastructure market.
As we are still in the early stages of developing our company, we have historically managed our subsidiaries within this single operating segment and do not assess the performance of our product lines or geographic regions or other measures of income or expense, such as product expense, operating income or net income. Each of our subsidiaries is operated under the same senior management of our company, and we view the operations of our subsidiaries as a whole for making business decisions. Employees of one subsidiary, particularly mechanical engineers, are often called upon to assist in the operations of another subsidiary. As the development of our company matures and we move toward full scale production with increased marketing efforts, we will continue to evaluate additional segment disclosure requirements. |
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
Management believes there have not been any recently issued, but not effective, accounting standards which, if currently adopted, would have a material effect on the Company's financial statements. |
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| Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for borrowing instruments that use LIBOR as a reference rate and is effective March 12, 2020 through December 31, 2022. The Company is currently evaluating the potential impact ASU 2020-04 will have on the Company's condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 will be effective for the Company in the fiscal years beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact that adopting ASU 2019-12 will have on the Company's condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. This standard will become effective for interim and annual periods beginning after December 15, 2022 and earlier adoption is permitted. The Company is evaluating the impact the adoption of Topic 326 will have on the Company's condensed consolidated financial statements. |
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- Definition Disclosure of accounting policy for accounting standards ot yet adopted. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for beneficial conversion features. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for debt issuance costs. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for investment in financial asset. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for leasing arrangement entered into by lessee. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for segment reporting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies (Tables) |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of estimated useful lives |
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| Schedule of computation of basic and diluted income (loss) per share |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for intangible assets and long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Revenue (Tables) |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of timing of revenue recognition |
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| Schedule of revenue by products and services |
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| Schedule of revenue by geography |
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| Schedule of contract liabilities related to contract with customers |
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- References No definition available.
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| X | ||||||||||
- Definition Schedule of timing of revenue recognition. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Earnings (Loss) Per Share (Tables) |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Earnings Loss Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of basic and diluted income (loss) per share |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Cash and Cash Equivalents (Tables) |
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| Cash and Cash Equivalents [Abstract] | ||||||||||||||||||||||||||||
| Schedule of cash and cash equivalents |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the components of cash and cash equivalents. No definition available.
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Accounts Receivable, Net (Tables) |
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| Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||||||||||||||||||||||||||||||||||||
| Schedule of accounts receivable |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
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Inventory (Tables) |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of inventory |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Prepaid Expenses (Tables) |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Prepaid Expense, Current [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of prepaid expenses |
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| X | ||||||||||
- Definition The tabular disclosure of prepaid expenses. No definition available.
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| X | ||||||||||
- References No definition available.
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Property and Equipment, Net (Tables) |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of estimated useful lives |
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| Schedule of property and equipment, net |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for intangible assets and long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Leases (Tables) |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of operating leases |
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| Schedule of other information related to our operating leases |
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| Schedule of weighted-average remaining lease term and weighted average discount rates of operating leases |
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| Schedule of total remaining years to lease liabilities operating leases |
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| Schedule of finance leases information |
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| Schedule of weighted-average remaining lease term and weighted average discount rates of finance leases |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Tabular disclosure for lessee's operating leases. Includes, but is not limited to, description of lessee's operating lease, existence and terms of renewal or purchase options and escalation clauses, restrictions imposed by lease, such as those concerning dividends, additional debt, and further leasing, rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
|
| X | ||||||||||
- Definition Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
|
Business Acquisitions (Tables) |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| VEO Purchase Price [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of purchase price |
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| Schedule of allocation of total preliminary estimated purchase price |
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| IPI Purchase Price [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of purchase price |
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| Schedule of allocation of total preliminary estimated purchase price |
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| SBT Purchase Price [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of purchase price |
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| Schedule of allocation of total preliminary estimated purchase price |
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| DragonWave [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of purchase price |
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| Schedule of allocation of total preliminary estimated purchase price |
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| Lextrum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of allocation of total preliminary estimated purchase price |
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| Drone Aviation [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of allocation of total preliminary estimated purchase price |
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| X | ||||||||||
- Definition Tabular disclosure of transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Long-Lived Assets and Goodwill (Tables) |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of changes in carrying amount of goodwill |
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| Schedule of gross carrying amounts and accumulated amortization |
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| Schedule of amortization expense for intangible assets |
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| X | ||||||||||
- Definition Tabular disclosure of amortization expense of assets, excluding financial assets, that lack physical substance, having a limited useful life. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Debt Agreements (Tables) |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of long-term debt consisted |
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| Schedule of future maturities of long-term debt |
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of maturity and sinking fund requirement for long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Share-Based Compensation (Tables) - Stock Options [Member] |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of equity plan to purchase the Company's common stock |
During 2017, the Company granted the following options outside of any equity plan with the attributes described below to purchase the Company's common stock (amounts in US$'s, except share data):
During 2018, the Company granted the following options outside of any equity plan with the attributes described below to purchase the Company's common stock (amounts in US$'s, except share data):
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| Schedule of assumptions used to estimate fair value stock options granted |
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| Schedule of stock option activity |
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of number, weighted-average exercise price or conversion ratio, aggregate intrinsic value, and weighted-average remaining contractual term for outstanding options that are fully vested and expected to vest. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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Warrants (Tables) - Warrant [Member] |
6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of warrants to purchase the Company's common stock |
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| Schedule of assumptions used to estimate fair value warrants granted |
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The following table summarizes the assumptions used to estimate the fair value of the warrants granted during fiscal 2019:
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| Schedule of warrant activity |
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| X | ||||||||||
- Definition Tabular disclosure of warrant activity. No definition available.
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
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Income Taxes (Tables) |
6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 |
Dec. 31, 2019 |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of deferred tax assets |
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| Schedule of income tax benefit |
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Description of Business and Basis of Presentation (Details) - USD ($) |
1 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 27, 2019 |
Apr. 02, 2019 |
Mar. 04, 2019 |
Jan. 31, 2019 |
Jan. 29, 2019 |
Jan. 23, 2019 |
Jan. 22, 2019 |
Jan. 20, 2019 |
Jan. 12, 2019 |
Nov. 15, 2019 |
Sep. 04, 2019 |
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| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Outstanding shares of Preferred Series A were exchanged | 2,600,000 | ||||||||||
| Aggregate shares of common stock | 2,600,000 | ||||||||||
| Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.50 | ||||||
| Dr. Chen K. Sun [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Unregistered redeemable convertible preferred stock, description | In connection with the purchase of VEO, ComSovereign issued 1,500,000 unregistered shares of Series A Redeemable Convertible Preferred stock (“Preferred Series A”) to Dr. Chen K. Sun, who is also a founding member of ComSovereign. | ||||||||||
| Sergei Begliarov [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Unregistered redeemable convertible preferred stock, description | In connection with the purchase of InduraPower, ComSovereign issued an aggregate of 800,000 unregistered Preferred Series A shares. Of those 800,000 shares, 688,800 Preferred Series A shares were issued to Sergei Begliarov, who is a founding member of ComSovereign and who became the Chief Executive Officer of InduraPower, and the balance was distributed to four other shareholders. | ||||||||||
| Dr. Dustin McIntire [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Unregistered redeemable convertible preferred stock, description | In connection with the purchase of Silver Bullet, ComSovereign issued 300,000 unregistered Preferred Series A shares to Dr. Dustin McIntire, who is a founding member of ComSovereign and who became the Company’s Chief Technology Officer. | ||||||||||
| DragonWave and Lextrum [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Unregistered redeemable convertible preferred stock, description | In connection with the purchase of DragonWave and Lextrum, ComSovereign issued an aggregate of 13,237,149 shares of common stock to the shareholders of the parent company of DragonWave and Lextrum. Included in those shareholders were Daniel L. Hodges, the Chairman of the parent company, and John E. Howell, the Director and Chief Executive Officer of the parent company. | ||||||||||
| Founding Member One [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Common stock acquired | 6,000,000 | 6,000,000 | |||||||||
| Founding Member Two [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Common stock acquired | 6,000,000 | 6,000,000 | |||||||||
| Addional Founding [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Common stock acquired | 100,000 | 500,000 | |||||||||
| Aggregate shares of common stock | 3,290,000 | ||||||||||
| Common stock per share | $ 0.0001 | ||||||||||
| Corporation [Member] | |||||||||||
| Description of Business and Basis of Presentation (Textual) | |||||||||||
| Number of common stock stockholder received after merger agreement, description | For each share of ComSovereign common stock, the stockholder received 1.8902 shares of the Company's common stock. | ||||||||||
| Total purchase price | $ 75,000,000 |
| X | ||||||||||
- Definition Aggregate shares of common stock. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Number of common stock stockholder received after merger agreement, description. No definition available.
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| X | ||||||||||
- Definition Outstanding shares of Preferred Series A shares were exchanged. No definition available.
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| X | ||||||||||
- Definition Unregistered redeemable convertible preferred stock, description. No definition available.
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| X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
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| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
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| X | ||||||||||
- Definition Value of stock issued pursuant to acquisitions during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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- Details
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- Details
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- Details
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- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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Summary of Significant Accounting Policies (Details) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
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| Test equipment, research and development equipment [Member] | Minimum [Member] | ||
| Property and equipment useful life | 4 years | 4 years |
| Test equipment, research and development equipment [Member] | Maximum [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| Computer hardware [Member] | ||
| Property and equipment useful life | 2 years | 2 years |
| Production fixtures [Member] | ||
| Property and equipment useful life | 3 years | 3 years |
| Leasehold Improvements [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| Other [Member] | Minimum [Member] | ||
| Property and equipment useful life | 3 years | 3 years |
| Other [Member] | Maximum [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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| X | ||||||||||
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Summary of Significant Accounting Policies (Details 1) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Mar. 31, 2020 |
Jun. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
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| Numerator: | |||||||
| Net loss | $ (7,565,685) | $ (7,025,538) | $ (4,287,757) | $ (770,677) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) |
| Numerator for basic earnings per share - loss available to common shareholders | $ (7,565,685) | $ (4,287,757) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) | ||
| Denominator: | |||||||
| Denominator for basic earnings per share - weighted average common shares outstanding | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
| Dilutive effect of warrants and options | |||||||
| Denominator for diluted earnings per share - weighted average common shares outstanding and assumed conversions | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
| Basic loss per common share | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| Diluted loss per common share | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise of stock options or restrictive stock units (RSUs). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Summary of Significant Accounting Policies - Additional Information (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2019
USD ($)
shares
| |
| Summary of Significant Accounting Policies (Additional Information) | |
| Uncollectible receivables | $ | $ 690,830 |
| Description of income taxes | The amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2019. |
| FDIC limit of depositor | $ | $ 250,000 |
| Warrant [Member] | |
| Summary of Significant Accounting Policies (Additional Information) | |
| Anti-dilutive shares | 48,498 |
| Share-based Payment Arrangement [Member] | |
| Summary of Significant Accounting Policies (Additional Information) | |
| Anti-dilutive shares | 837,479 |
| Restricted Stock [Member] | |
| Summary of Significant Accounting Policies (Additional Information) | |
| Anti-dilutive shares | 156,091 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of allowance for credit loss on accounts receivable, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Description of events or transactions pertaining to income taxes classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of time deposit liabilities, including certificates of deposit, in denominations that meet or exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Going Concern (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |
|---|---|---|---|---|
Sep. 30, 2020 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Management's Liquidity Plans (Textual) | ||||
| Cash flows from operations | $ (1,432,896) | $ (1,552,370) | $ (6,853,247) | |
| Accumulated deficit | (42,136,478) | (27,545,255) | ||
| Working capital | (16,730,537) | |||
| Private placement | $ 15,000,000 | |||
| Management's Liquidity Plans [Member] | ||||
| Management's Liquidity Plans (Textual) | ||||
| Cash flows from operations | 6,853,247 | |||
| Accumulated deficit | (27,545,255) | |||
| Working capital | $ (6,477,230) | |||
| Management's Liquidity Plans [Member] | Subsequent Event [Member] | ||||
| Management's Liquidity Plans (Textual) | ||||
| Sale of equity | $ 13,000,000 | |||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of working capital. No definition available.
|
| X | ||||||||||
- Definition The difference between the carrying value and the sale price of equity securities, not separately or otherwise categorized as trading or available-for-sale. This element includes investments in which the entity holds a small ownership stake (generally, less than 20% of the shares outstanding) and cannot exert significant influence. No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Monetary value of the issuance of new units of limited partnership interest in a private placement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Revenue (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Revenue [Abstract] | |||||
| Services and products transferred at a point in time | $ 2,953,382 | $ 463,122 | $ 5,115,420 | $ 464,325 | $ 2,803,026 |
| Services and products transferred over time | 56,711 | 522,875 | 379,877 | 538,586 | 1,909,186 |
| Total revenue | $ 3,010,093 | $ 985,997 | $ 5,495,297 | $ 1,002,911 | $ 4,712,212 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Services and products transferred at a point in time. No definition available.
|
| X | ||||||||||
- Definition Services and products transferred over time. No definition available.
|
| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Revenue (Details 1) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Total revenue | $ 3,010,093 | $ 985,997 | $ 5,495,297 | $ 1,002,911 | $ 4,712,212 |
| Products [Member] | |||||
| Total revenue | 2,697,266 | 463,122 | 4,571,616 | 464,325 | 2,702,410 |
| Services [Member] | |||||
| Total revenue | $ 312,827 | $ 522,875 | $ 923,681 | $ 538,586 | $ 2,009,802 |
| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Revenue (Details 2) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Total revenue | $ 3,010,093 | $ 985,997 | $ 5,495,297 | $ 1,002,911 | $ 4,712,212 |
| North America [Member] | |||||
| Total revenue | 2,735,074 | 186,341 | 4,924,750 | 203,255 | 3,476,977 |
| International [Member] | |||||
| Total revenue | $ 275,019 | $ 799,656 | $ 570,547 | $ 799,656 | $ 1,235,235 |
| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Revenue (Details 3) |
6 Months Ended |
|---|---|
|
Jun. 30, 2020
USD ($)
| |
| Revenue [Abstract] | |
| Balance at beginning | $ 302,815 |
| Increase | 50,699 |
| Balance at end | $ 353,514 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration from customer has been received or is due, from business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Revenue (Details Textual) |
Jun. 30, 2020
USD ($)
|
|---|---|
| Revenue (Textual) | |
| Contract liability | $ 116,707 |
| X | ||||||||||
- Definition Amount of prior period contract liability balance. No definition available.
|
| X | ||||||||||
- References No definition available.
|
Earnings (Loss) Per Share (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Mar. 31, 2020 |
Jun. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Numerator: | |||||||
| Net loss | $ (7,565,685) | $ (7,025,538) | $ (4,287,757) | $ (770,677) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) |
| Numerator for basic earnings per share - loss available to common shareholders | $ (7,565,685) | $ (4,287,757) | $ (14,591,223) | $ (5,058,434) | $ (27,545,255) | ||
| Denominator: | |||||||
| Denominator for basic earnings per share - weighted average common shares outstanding | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
| Dilutive effect of warrants and options | |||||||
| Denominator for diluted earnings per share - weighted average common shares outstanding and assumed conversions | 128,658,540 | 28,065,385 | 128,570,426 | 36,463,393 | 48,714,099 | ||
| Basic loss per common share | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| Diluted loss per common share | $ (0.06) | $ (0.15) | $ (0.11) | $ (0.14) | $ (0.57) | ||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise of stock options or restrictive stock units (RSUs). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Cash and Cash Equivalents (Details) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
Jun. 30, 2019 |
Jan. 09, 2019 |
|---|---|---|---|---|
| Cash and Cash Equivalents [Abstract] | ||||
| Cash and cash equivalents | $ 368,685 | $ 812,452 | $ 481,236 | |
| Total cash and cash equivalents in the Statement of Cash Flows | $ 368,685 | $ 812,452 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Accounts Receivable, Net (Details) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
| Account receivables | $ 2,802,229 | $ 2,859,489 |
| Less: Allowance for doubtful accounts | (1,061,211) | (690,830) |
| Total account receivables, net | $ 1,741,018 | $ 2,168,659 |
| X | ||||||||||
- Definition Amount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of allowance for credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Inventory (Details) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Raw materials | $ 1,208,021 | $ 1,041,256 |
| Work in progress | 1,038,681 | 1,566,147 |
| Finished goods | 3,409,325 | 3,060,518 |
| Total production inventory | 5,656,027 | 5,667,921 |
| Inventory held for customer service/warranty | 56,409 | |
| Total inventory | 5,656,027 | 5,724,330 |
| Reserve | (1,048,608) | (1,052,934) |
| Total inventory, net | $ 4,607,419 | $ 4,671,396 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Gross amount, as of the balance sheet date, of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of valuation reserve for inventory. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Prepaid Expenses (Details) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Prepaid Expense, Current [Abstract] | ||
| Prepaid products and services | $ 341,940 | $ 873,617 |
| Prepaid rent and security deposit | 63,112 | 43,112 |
| Prepaid expenses, net | $ 405,052 | $ 916,729 |
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for services that provides economic benefits within a future period of one year or the normal operating cycle, if longer. No definition available.
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for rent and security deposit that provides economic benefits within a future period of one year or the normal operating cycle, if longer. No definition available.
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
Revolving Line of Credit and Note Payable (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2019
USD ($)
| |
| Revolving Line of Credit (Textual) | |
| CNB Bank account | $ 120,000 |
| CNB Bank account [Member] | |
| Revolving Line of Credit (Textual) | |
| CNB Note maturity date, description | In 2017, the Company issued a promissory note (the “CNB Note”) to City National Bank of Florida (“CNB”) in the principal amount of $2,000,000, with a maturity date of August 2, 2018. In 2018, the maturity date of the CNB Note was extended to August 2, 2019. On August 29, 2019, the maturity date of the CNB Note was extended to August 2, 2020. |
| Monthly payment, description | The CNB Note bears an interest rate equal to the average of the interest rates per annum at which U.S. Dollars are offered in the London Interbank Borrowing Market ("LIBOR") for a 30-day period (the "Index") plus 2.9% over the Index. The Company will pay to CNB a late charge of 5.0% of any monthly payment not received by CNB within 10 calendar days after its due date. |
| Line of credit drawn | $ 2,000,000 |
| Additional interest rate on fee | 4.60% |
| Minimum average annual balance | $ 1,600,000 |
| CNB Bank account | 120,000 |
| Aggregate unencumbered liquidity | $ 6,000,000 |
| X | ||||||||||
- Definition Amount of average annual operating cash balance. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Cash includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the customer may deposit additional funds at any time and effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid Investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Short-term investments, exclusive of cash equivalents, generally consist of marketable securities intended to be sold within one year (or the normal operating cycle if longer) and may include trading securities, available-for-sale securities, or held-to-maturity securities (if maturing within one year), as applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Description of the maturity date of the debt instrument including whether the debt matures serially and, if so, a brief description of the serial maturities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Description of the frequency of periodic payments, which may be presented in a variety of ways (for example, monthly, quarterly, annually). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The effective interest rate during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity that is collateralized (backed by pledge, mortgage or other lien in the entity's assets). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Property and Equipment, Net (Details) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Test equipment, research and development equipment [Member] | Minimum [Member] | ||
| Property and equipment useful life | 4 years | 4 years |
| Test equipment, research and development equipment [Member] | Maximum [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| Computer hardware [Member] | ||
| Property and equipment useful life | 2 years | 2 years |
| Production fixtures [Member] | ||
| Property and equipment useful life | 3 years | 3 years |
| Leasehold Improvements [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| Other [Member] | Minimum [Member] | ||
| Property and equipment useful life | 3 years | 3 years |
| Other [Member] | Maximum [Member] | ||
| Property and equipment useful life | 5 years | 5 years |
| X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Property and Equipment, Net (Details 1) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 10,621,493 | $ 9,222,774 |
| Less - accumulated depreciation | (8,169,348) | (7,764,668) |
| Property and equipment, net | 2,452,145 | 1,458,106 |
| Shop machinery and equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 9,452,873 | 8,100,667 |
| Computers and electronics [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 587,659 | 558,561 |
| Office furniture and fixtures [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 337,394 | 341,214 |
| Leasehold improvements [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 243,567 | $ 222,332 |
| X | ||||||||||
- Definition Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Property and Equipment, Net - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Property and Equipment (Textual) | |||||
| Depreciation expense | $ 291,974 | $ 107,223 | $ 518,944 | $ 107,223 | $ 623,884 |
| Capital expenditures | $ 34,065 | $ 87,038 | |||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Future cash outflow to pay for purchases of fixed assets that have occurred. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Leases (Details) - USD ($) |
Jun. 30, 2020 |
Mar. 06, 2020 |
Dec. 31, 2019 |
Dec. 13, 2019 |
Jan. 11, 2019 |
|---|---|---|---|---|---|
| ROU assets | $ 2,878,467 | $ 1,048,058 | $ 2,199,682 | $ 1,540,142 | |
| Lease liability | 2,385,625 | 1,744,569 | |||
| Operating Leases [Member] | |||||
| ROU assets | 2,878,467 | 2,199,682 | $ 116,876 | ||
| Lease liability | $ 2,971,673 | $ 2,212,548 | $ 116,876 |
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
Leases (Details 1) - USD ($) |
6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
Jun. 30, 2020 |
Dec. 31, 2019 |
Jan. 31, 2019 |
|
| ROU Asset Beginning Balance | $ 2,199,682 | ||||
| ROU Asset Ending Balance | 2,878,467 | $ 2,199,682 | |||
| Lease liability Beginning Balance | 2,212,548 | ||||
| Lease liability Ending Balance | 2,971,673 | 2,212,548 | |||
| Lease liability - short term | $ 586,048 | $ 467,979 | |||
| Lease liability - long term | 2,385,625 | 1,744,569 | |||
| Lease liability - total | 2,971,673 | 2,212,548 | 2,971,673 | 2,212,548 | $ 44,588 |
| Other information related [Member] | |||||
| ROU Asset Beginning Balance | 2,212,548 | 116,876 | |||
| Increase | 1,048,058 | 2,300,580 | |||
| Decrease | (101,438) | (217,774) | |||
| Amortization | (267,835) | 2,199,682 | |||
| ROU Asset Ending Balance | 2,878,467 | 2,212,548 | |||
| Lease liability Beginning Balance | 2,212,548 | 116,876 | |||
| Increase | 1,048,058 | 2,300,580 | |||
| Decrease | (101,438) | ||||
| Amortization | (187,495) | (204,908) | |||
| Lease liability Ending Balance | 2,971,673 | 2,212,548 | |||
| Lease liability - short term | 586,048 | 467,979 | |||
| Lease liability - long term | 2,385,625 | 1,744,569 | |||
| Lease liability - total | $ 2,971,673 | $ 116,876 | $ 2,971,673 | $ 2,212,548 |
| X | ||||||||||
- Definition Amortization of lease liability of operating leases. No definition available.
|
| X | ||||||||||
- Definition Amortization of right of use asset of operating leases. No definition available.
|
| X | ||||||||||
- Definition Decrease of lease liability of operating leases. No definition available.
|
| X | ||||||||||
- Definition Decrease of right of use of operating leases. No definition available.
|
| X | ||||||||||
- Definition Increase of lease liability of operating leases. No definition available.
|
| X | ||||||||||
- Definition Increase of right of use of operating leases. No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
Leases (Details 2) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Commitments and Contingencies Disclosure [Abstract] | ||
| Weighted average remaining lease term of operating leases | 4 years 8 months 19 days | 4 years 6 months 21 days |
| Weighted average discount rate of operating leases | 6.01% | 6.50% |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Weighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Leases (Details 3) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
Jan. 31, 2019 |
|---|---|---|---|
| Commitments and Contingencies Disclosure [Abstract] | |||
| 2020 | $ 323,725 | $ 557,200 | |
| 2021 | 740,907 | 521,067 | |
| 2022 | 660,091 | 431,146 | |
| 2023 | 671,761 | 434,736 | |
| 2024 | 635,306 | 389,917 | |
| Thereafter | 371,116 | 177,735 | |
| Total minimum lease payments | 3,402,906 | 2,511,801 | |
| Less: effect of discounting | (431,233) | (299,253) | |
| Present value of future minimum lease payments | 2,971,673 | 2,212,548 | $ 44,588 |
| Less: current obligations under leases | (586,048) | (467,979) | |
| Long-term lease obligations | $ 2,385,625 | $ 1,744,569 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Leases (Details 4) - USD ($) |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| ROU Asset - December 31, 2019 | ||||
| ROU Asset - June 30, 2020 | 50,582 | |||
| Payment | (3,413) | |||
| Lease liability - June 30, 2020 | 21,578 | |||
| Lease liability - short term | $ 28,580 | |||
| Lease liability - total | 21,578 | 21,578 | ||
| Other information related [Member] | ||||
| ROU Asset - December 31, 2019 | ||||
| Increase | 53,571 | |||
| Decrease | ||||
| Amortization | (2,989) | |||
| ROU Asset - June 30, 2020 | 50,582 | |||
| Lease liability - December 31, 2019 | ||||
| Increase | 53,571 | |||
| Decrease | ||||
| Amortization | 446 | |||
| Payment | (3,859) | |||
| Lease liability - June 30, 2020 | 50,158 | |||
| Lease liability - short term | 28,580 | |||
| Lease liability - long term | 21,578 | |||
| Lease liability - total | $ 50,158 | $ 50,158 | ||
| X | ||||||||||
- Definition Amortization of right of use of finance leases. No definition available.
|
| X | ||||||||||
- Definition Decrease of lease liability of finance leases. No definition available.
|
| X | ||||||||||
- Definition Decrease of right of use of finance leases. No definition available.
|
| X | ||||||||||
- Definition Increase of lease liability of finance leases. No definition available.
|
| X | ||||||||||
- Definition Increase of right of use of finance leases. No definition available.
|
| X | ||||||||||
- Definition Amount of interest paid on finance lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash outflow for principal payment on finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of right-of-use asset from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
Leases (Details 5) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Leases [Abstract] | ||
| Weighted average remaining lease term | 1 year 9 months 22 days | 4 years 6 months 21 days |
| Weighted average discount rate | 2.42% | 6.50% |
| X | ||||||||||
- Definition Weighted average discount rate for finance lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Finance lease maturity date. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Reduction of the right-of-use asset and lease liability. No definition available.
|
| X | ||||||||||
- Definition Right-of-use asset and finance lease liability. No definition available.
|
| X | ||||||||||
- Definition In a business combination in which the amount of net identifiable assets acquired and liabilities assumed exceeds the aggregate consideration transferred or to be transferred (as defined), this element represents the amount of gain recognized by the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Discount rate used by lessee to determine present value of operating lease payments. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details) - Fair Value [Member] |
Mar. 06, 2020
USD ($)
|
|---|---|
| Inventory | $ 168,106 |
| Prepaid expenses | 66,575 |
| Property & equipment | 1,365,319 |
| Operating lease right-of-use-assets | 1,048,058 |
| Finance lease right-of-use assets | 18,009 |
| Intangible assets: | |
| Customer relationships | 500,226 |
| Total assets | 3,166,293 |
| Current portion of long-term debt | 1,270,879 |
| Operating lease liabilities, current | 166,919 |
| Finance lease liabilities, current | 6,578 |
| Operating lease liabilities, net of current portion | 881,139 |
| Finance lease liabilities, net of current portion | 11,431 |
| Total purchase consideration | $ 829,347 |
| X | ||||||||||
- Definition Amount of Finance lease liabilities, current due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of Finance lease liabilities, net of current portion due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of Operating lease liabilities, current due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Amount of Operating lease liabilities, net of current portion due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finance lease right-of-use assets. No definition available.
|
| X | ||||||||||
- Definition Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating lease right-of-use-assets. No definition available.
|
| X | ||||||||||
- Definition Amount of assets acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of intangible assets, excluding goodwill, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of inventory recognized as of the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of property, plant, and equipment recognized as of the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 1) - VEO Purchase Price [Member] |
1 Months Ended |
|---|---|
|
Jan. 31, 2019
USD ($)
$ / shares
shares
| |
| Number of Preferred Series A paid | shares | 1,500,000 |
| Per share value | $ / shares | $ 8.81 |
| Purchase price | $ | $ 13,215,000 |
| X | ||||||||||
- Definition Issuance of preferred stock for VEO, Inc. acquisition. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination. No definition available.
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 2) - VEO Purchase Price [Member] |
1 Months Ended |
|---|---|
|
Jan. 31, 2019
USD ($)
| |
| Cash | $ 55,261 |
| Fixed and other long-term assets | 4,000 |
| Assumed liabilities | (40,531) |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 13,196,270 |
| Total Consideration | 13,215,000 |
| Technology [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 6,410,000 |
| Goodwill [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | $ 6,786,270 |
| X | ||||||||||
- Definition Issuance of preferred stock for VEO, Inc. acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 3) - IPI Purchase Price [Member] |
1 Months Ended |
|---|---|
|
Jan. 31, 2019
USD ($)
$ / shares
shares
| |
| Number of Preferred Series A paid | shares | 800,000 |
| Per share value | $ / shares | $ 8.81 |
| Purchase price | $ | $ 7,048,000 |
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued pursuant to acquisitions during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 4) - IPI Purchase Price [Member] |
1 Months Ended |
|---|---|
|
Jan. 31, 2019
USD ($)
| |
| Cash | $ 18,791 |
| Debt-free net working capital (excluding cash) | 263,459 |
| Fixed and other long-term assets | 97,384 |
| Assumed liabilities | (1,240,097) |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 7,908,463 |
| Total Consideration | 7,048,000 |
| Goodwill estimate [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 6,908,463 |
| Technology [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | $ 1,000,000 |
| X | ||||||||||
- Definition Debt Instrument net working capital (excluding cash). No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of liabilities assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued pursuant to acquisitions during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 5) - SBT Purchase Price [Member] |
Mar. 04, 2019
USD ($)
$ / shares
shares
|
|---|---|
| Number of Preferred Series A paid | shares | 300,000 |
| Per share value | $ / shares | $ 8.81 |
| Purchase price | $ | $ 2,643,000 |
| X | ||||||||||
- Definition Issuance of preferred stock for silver bullet technology acquisition. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination. No definition available.
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 6) - SBT Purchase Price [Member] |
Mar. 04, 2019
USD ($)
|
|---|---|
| Cash | $ 273,290 |
| Debt-free net working capital (excluding cash) | 103,537 |
| Fixed and other long-term assets | 21,000 |
| Liabilities assumed | (84,382) |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 2,329,555 |
| Total Consideration | 2,643,000 |
| Goodwill [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 1,519,555 |
| Customer relationships Member | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 400,000 |
| Trade name [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 200,000 |
| Technology [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | $ 210,000 |
| X | ||||||||||
- Definition Debt Instrument net working capital (excluding cash). No definition available.
|
| X | ||||||||||
- Definition Issuance of preferred stock for silver bullet technology acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 7) |
Apr. 02, 2019
USD ($)
$ / shares
shares
|
|---|---|
| DragonWave-X and Lextrum Purchase Price [Member] | |
| Number of common stock paid | shares | 13,237,149 |
| Per share value | $ / shares | $ 4.40 |
| Purchase price | $ 58,243,456 |
| DragonWave [Member] | |
| Purchase price | 42,081,392 |
| Lextrum [Member] | |
| Purchase price | $ 16,162,064 |
| X | ||||||||||
- Definition Issuance of common stock for transform-X, Inc acquisition. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 8) - DragonWave [Member] |
Apr. 02, 2019
USD ($)
|
|---|---|
| Cash | $ 1,274,072 |
| Debt-free net working capital (excluding cash) | (1,099,194) |
| Note payable | (5,690,000) |
| Fixed and other long-term assets | 2,455,714 |
| Intangible assets: | |
| Total intangible assets and goodwill | 45,140,800 |
| Total Consideration | 42,081,392 |
| Goodwill estimate [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | 14,100,800 |
| Customer relationships [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | 13,080,000 |
| Technology [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | 13,750,000 |
| Trade name [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | $ 4,210,000 |
| X | ||||||||||
- Definition Debt Instrument net working capital (excluding cash). No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for transform-X, Inc acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 9) - Lextrum [Member] |
Apr. 02, 2019
USD ($)
|
|---|---|
| Cash | $ 8,105 |
| Debt-free net working capital (excluding cash) | (103,611) |
| Fixed and other long-term assets | |
| Intangible assets: | |
| Total intangible assets and goodwill | 16,257,570 |
| Total Consideration | 16,162,064 |
| Technology [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | 11,430,000 |
| Goodwill estimate [Member] | |
| Intangible assets: | |
| Total intangible assets and goodwill | $ 4,827,570 |
| X | ||||||||||
- Definition Debt Instrument net working capital (excluding cash). No definition available.
|
| X | ||||||||||
- Definition Issuance of common stock for transform-X, Inc acquisition. No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Business Acquisitions (Details 10) - Historical Drone Aviation Holding Corp [Member] |
1 Months Ended |
|---|---|
|
Nov. 27, 2019
USD ($)
| |
| Working capital | $ 2,399,800 |
| Other assets | 220,672 |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 25,637,019 |
| Total Consideration | 28,257,491 |
| Intellectual property [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 3,729,537 |
| Trade names [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 1,233,204 |
| Customer relationships [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 1,630,792 |
| Noncompete [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | 937,249 |
| Goodwill estimate [Member] | |
| Intangible assets and goodwill: | |
| Total intangible assets and goodwill | $ 18,106,237 |
| X | ||||||||||
- Definition Issuance of preferred stock for silver bullet technology acquisition. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash paid for acquisition. No definition available.
|
| X | ||||||||||
- Definition Number of shares of common stock issued for promissory note. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of original issue discount of promissory note. No definition available.
|
| X | ||||||||||
- Definition Amount of purchase price of consideration. No definition available.
|
| X | ||||||||||
- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination. No definition available.
|
| X | ||||||||||
- Definition This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Purchase price of common stock expressed as a percentage of its fair value. No definition available.
|
| X | ||||||||||
- Definition Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Long-Lived Assets and Goodwill (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Longlived Assets and Good will [Abstract] | ||
| Beginning balance | $ 56,386,796 | |
| Acquisitions | 56,386,796 | |
| Ending balance | $ 56,386,795 | $ 56,386,796 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Long-Lived Assets and Goodwill (Details 1) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Gross Carrying Amount | $ 58,721,008 | $ 58,220,782 |
| Accumulated Amortization | (12,169,420) | (6,943,300) |
| Net Carrying Amount | 46,551,588 | 51,277,482 |
| Trade names [Member] | ||
| Gross Carrying Amount | 5,643,204 | 5,643,204 |
| Accumulated Amortization | (892,341) | (489,222) |
| Net Carrying Amount | 4,750,863 | 5,153,982 |
| Technology [Member] | ||
| Gross Carrying Amount | 32,800,000 | 32,800,000 |
| Accumulated Amortization | (7,041,707) | (4,308,333) |
| Net Carrying Amount | 25,758,293 | 28,491,667 |
| Customer relationships [Member] | ||
| Gross Carrying Amount | 15,611,018 | 15,110,792 |
| Accumulated Amortization | (3,599,414) | (2,054,894) |
| Net Carrying Amount | 12,011,604 | 13,055,898 |
| Intellectual Property [Member] | ||
| Gross Carrying Amount | 3,729,537 | 3,729,537 |
| Accumulated Amortization | (362,594) | (51,799) |
| Net Carrying Amount | 3,366,943 | 3,677,738 |
| Noncompete [Member] | ||
| Gross Carrying Amount | 937,249 | 937,249 |
| Accumulated Amortization | (273,364) | (39,052) |
| Net Carrying Amount | $ 663,885 | $ 898,197 |
| X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Long-Lived Assets and Goodwill (Details 2) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Longlived Assets and Good will [Abstract] | ||
| 2019 | $ 6,943,300 | |
| The remainder of 2020 | $ 5,234,126 | 10,385,211 |
| 2021 | 10,446,204 | 10,346,159 |
| 2022 | 10,016,632 | 9,916,587 |
| 2023 | 10,016,632 | 9,916,587 |
| 2024 | 7,961,738 | $ 7,861,692 |
| 2025 | 2,559,307 | |
| 2026 | $ 316,950 |
| X | ||||||||||
- Definition Amount of amortization for the year 2019. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). No definition available.
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in remainder of current fiscal year. No definition available.
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of unamortized debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt classified as other, payable after one year or the operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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- Details
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| X | ||||||||||
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|
Debt Agreements (Details 1) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Total | $ 11,886,502 | $ 5,389,492 |
| Future maturities of long-term debt [Member] | ||
| 2020 | 7,888,496 | |
| Remainder of 2020 | 12,334,317 | |
| 2021 | 2,631,197 | 2,250,000 |
| 2022 | 520,667 | |
| 2023 | 57,478 | |
| 2024 | 1,057 | |
| Thereafter | ||
| Total | $ 15,544,716 | $ 10,138,496 |
| X | ||||||||||
- Definition Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the next rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing after the fifth rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fifth rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the fourth rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the third rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second rolling twelve months following the latest balance sheet. For interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in remainder of current fiscal year. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Debt Agreements - Additional Information (Details) - USD ($) |
1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 29, 2020 |
Mar. 06, 2020 |
Mar. 05, 2020 |
Sep. 11, 2019 |
Aug. 14, 2019 |
Jun. 10, 2019 |
Apr. 02, 2019 |
Mar. 19, 2020 |
Feb. 26, 2020 |
Nov. 30, 2019 |
Nov. 07, 2019 |
Sep. 24, 2019 |
Apr. 30, 2019 |
Apr. 29, 2019 |
Apr. 02, 2019 |
Aug. 31, 2018 |
Jan. 31, 2018 |
Oct. 31, 2017 |
Sep. 30, 2017 |
Aug. 31, 2017 |
Aug. 31, 2016 |
Mar. 06, 2020 |
Jun. 30, 2020 |
Dec. 31, 2019 |
Dec. 31, 2019 |
Apr. 29, 2020 |
Apr. 21, 2020 |
Jul. 09, 2019 |
Jun. 30, 2019 |
|
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 83,309 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 15,544,716 | $ 10,138,496 | $ 10,138,496 | ||||||||||||||||||||||||||
| Debt instrument maturity period, description | InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses those covenants, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of June 30, 2020. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors. | ||||||||||||||||||||||||||||
| Secured loan agreement, description | The Company assumed a secured loan with FirstBank in the principal amount of $979,381 bearing interest at 5% per annum and with a maturity date of June 1, 2020. The loan is secured by certain assets of the Company's subsidiary, Sovereign Plastics. This loan is subjected to covenants, whereby Sovereign Plastics is required to meet certain financial and non-financial covenants at the end of each fiscal year. Payments in the amount of $22,404 for interest and principal were due over the two months prior to maturity, with the balance due at maturity. As of June 30, 2020, an aggregate principal amount of $942,735 was past due under this loan. On August 5, 2020, the maturity date of this loan was extended to September 15, 2020, with a single payment of all unpaid principal and accrued interest then due, and the interest rate was increased to 36% per annum for any principal balance remaining unpaid past the extended maturity date. | ||||||||||||||||||||||||||||
| Common stock at a price | $ 0.8902 | $ 0.8902 | |||||||||||||||||||||||||||
| Debt discount amount | $ 39,709 | ||||||||||||||||||||||||||||
| Debt issuance costs | 48,500 | $ 80,000 | |||||||||||||||||||||||||||
| Warrant [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Warrants to purchase an aggregate shares | 158,730 | 283,530 | |||||||||||||||||||||||||||
| Acquired Business [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 43,957 | $ 43,957 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 42,326 | ||||||||||||||||||||||||||||
| Interest and principal payments, description | Monthly principal and interest payments of approximately $1,063 are due over the term. | ||||||||||||||||||||||||||||
| Secured Notes Payable [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 942,735 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 600,000 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 5.00% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | 78.99% | ||||||||||||||||||||||||||||
| Maturity date | Dec. 26, 2020 | Jun. 01, 2020 | |||||||||||||||||||||||||||
| Principal and interest payments | $ 19,429 | ||||||||||||||||||||||||||||
| PPP Loans [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 455,184 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 455,184 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 1.00% | ||||||||||||||||||||||||||||
| Paycheck protection program, description | The PPP loan has a maturity of 2 years and an interest rate of 1% per annum. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable pursuant to section 1106 of the CARES Act, after a period of up to 24 weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 40 percent of the amount forgiven can be attributable to non-payroll costs. Further, the amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period of up to 24 weeks. | ||||||||||||||||||||||||||||
| Convertible note payable [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 285,714 | $ 285,714 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 285,714 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 12.50% | 12.50% | |||||||||||||||||||||||||||
| Maturity date | Jan. 29, 2021 | Jan. 29, 2021 | |||||||||||||||||||||||||||
| Original issue discount | $ 35,714 | ||||||||||||||||||||||||||||
| Warrants to purchase an aggregate shares | 158,730 | ||||||||||||||||||||||||||||
| Common stock at a price | $ 0.99 | ||||||||||||||||||||||||||||
| Debt discount amount | $ 138,901 | ||||||||||||||||||||||||||||
| Operational Finance Leases [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 64,865 | $ 64,865 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 62,428 | ||||||||||||||||||||||||||||
| Interest and principal payments, description | Monthly principal and interest payments of approximately $1,680 are due over the term. | ||||||||||||||||||||||||||||
| Equipment Financing Loans [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Interest and principal payments, description | Monthly principal and interest payments of approximately $2,361 are due over the term. | ||||||||||||||||||||||||||||
| Fast Plastics and Strategic Equity Partners [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 165,987 | 165,987 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 165,987 | ||||||||||||||||||||||||||||
| Equipment Financing Loans [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | 95,810 | 95,810 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 92,165 | ||||||||||||||||||||||||||||
| Holder One [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 100,000 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 15.00% | ||||||||||||||||||||||||||||
| 8% Senior Convertible Debentures [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 25,000 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
| Maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||
| Secured loan agreement, description | In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $25,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller's option, in shares of the seller's common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. These debentures were past due and interest accrued at a rate of 15% per annum. As of June 30, 2020, the aggregate principal amount of $25,000 under these debentures was fully repaid. | ||||||||||||||||||||||||||||
| Senior Convertible Debentures [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 100,000 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 8.00% | 8.00% | |||||||||||||||||||||||||||
| Maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||
| Convertible debt | $ 300,000 | $ 1,000,000 | |||||||||||||||||||||||||||
| Senior convertible debentures interest percent | 8.00% | 8.00% | |||||||||||||||||||||||||||
| Secured loan agreement, description | In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $100,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller's option, in shares of the seller's common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. As of June 30, 2020, an aggregate principal amount of $100,000 was outstanding under these debentures. These debentures are past due and interest accrues at a rate of 15% per annum. | ||||||||||||||||||||||||||||
| Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 290,000 | $ 200,000 | $ 200,000 | $ 137,500 | $ 400,000 | $ 1,872 | 1,872 | ||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 290,000 | 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||
| Debt instrument interest rate | 12.00% | 18.00% | 9.00% | 12.00% | 8.775% | 8.775% | 18.00% | ||||||||||||||||||||||
| Debt instrument maturity period, description | The full $200,000 balance was due at maturity. | Since this note was not repaid and is currently past due, interest is being accrued at a rate of 18% per annum. | Due on September 15, 2020. Principal and interest payments of $1,872 are due quarterly. | ||||||||||||||||||||||||||
| Maturity date | Sep. 30, 2020 | Sep. 01, 2019 | Jul. 09, 2019 | Nov. 26, 2021 | Oct. 17, 2017 | Sep. 15, 2020 | |||||||||||||||||||||||
| Net proceeds received | $ 2,000,000 | ||||||||||||||||||||||||||||
| Secured loan agreement, description | In connection with this loan, DragonWave incurred $20,000 of debt discounts and $4,700,000 of debt issuance costs. The debt issuance costs were the result of the issuance of 1,050,000 shares of common stock of the Company and a cash payment of $80,000. For the three and six months ended June 30, 2020, $590,000 and $1,180,000 of these costs were amortized and recognized in interest expense in the Condensed Consolidated Statement of Operations, respectively. As of June 30, 2020, there were $14,167 of debt discounts and $3,329,167 of debt issuance costs remaining. | ||||||||||||||||||||||||||||
| Original issue discount | $ 40,000 | $ 6,000 | |||||||||||||||||||||||||||
| Warrants to purchase an aggregate shares | 27,778 | 27,778 | |||||||||||||||||||||||||||
| Debt discount amount | $ 68,654 | $ 68,654 | |||||||||||||||||||||||||||
| Principal and interest payments | $ 1,872 | ||||||||||||||||||||||||||||
| Issuance of Common stock | 1,050,000 | ||||||||||||||||||||||||||||
| Debt issuance costs | $ 80,000 | $ 37,418 | |||||||||||||||||||||||||||
| Notes payable outstanding | 1,708 | $ 1,708 | |||||||||||||||||||||||||||
| Percentage of debt | 110.00% | ||||||||||||||||||||||||||||
| Issuance of warrants | $ 36,906 | ||||||||||||||||||||||||||||
| Promissory note [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | 409,586 | $ 500,000 | $ 550,000 | 409,586 | |||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 379,587 | $ 500,000 | 379,587 | $ 788,709 | $ 788,709 | $ 788,709 | |||||||||||||||||||||||
| Debt instrument interest rate | 8.50% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | This promissory note is subjected to clauses, whereby InduraPower is required to meet certain financial and non-financial terms. InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses those covenants, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. The outstanding balance is presented as a current liability as of June 30, 2020. The promissory note holder had not requested early repayment of the loan as of the date when these financial statements were approved by the Board of Directors. | ||||||||||||||||||||||||||||
| Maturity date | Jun. 30, 2020 | Sep. 04, 2020 | Aug. 31, 2018 | ||||||||||||||||||||||||||
| Related parties agreed outstanding balance | 813,709 | ||||||||||||||||||||||||||||
| Aggregate shares of common stock | 50,000 | ||||||||||||||||||||||||||||
| Share price | $ 446,000 | ||||||||||||||||||||||||||||
| Outstanding balance due date | Feb. 28, 2020 | ||||||||||||||||||||||||||||
| Interest and principal payments, description | Beginning April 1, 2017, equal monthly payments of $1,011 for interest and principal are due on the note for 60 consecutive months. | ||||||||||||||||||||||||||||
| Promissory note, description | InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. | ||||||||||||||||||||||||||||
| Promissory note [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Common stock at a price | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||
| Promissory Note Seven [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 450,100 | $ 250,000 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 200,100 | $ 200,100 | $ 450,100 | $ 450,100 | |||||||||||||||||||||||||
| Debt instrument interest rate | 133.00% | 18.00% | |||||||||||||||||||||||||||
| Maturity date | Dec. 06, 2019 | ||||||||||||||||||||||||||||
| Interest rate increased | 133.00% | ||||||||||||||||||||||||||||
| October 2017 [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 4,400,000 | $ 5,000,000 | |||||||||||||||||||||||||||
| Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | The maturity date was extended to December 31, 2018 with new payment terms. In September 2018, the maturity date was extended to February 28, 2019 with new payment terms. | To extend the maturity date another 90 days. | |||||||||||||||||||||||||||
| Aggregate shares of common stock | 100,000 | ||||||||||||||||||||||||||||
| Net proceeds received | $ 4,000,000 | ||||||||||||||||||||||||||||
| Promissory Note one [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 50,000 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 18,980 | 21,571 | 21,571 | ||||||||||||||||||||||||||
| Debt instrument interest rate | 7.785% | ||||||||||||||||||||||||||||
| Maturity date | Sep. 01, 2021 | ||||||||||||||||||||||||||||
| Promissory Note Two [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 450,000 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 201,179 | 224,288 | 224,288 | ||||||||||||||||||||||||||
| Debt instrument interest rate | 9.00% | ||||||||||||||||||||||||||||
| Maturity date | Mar. 01, 2022 | ||||||||||||||||||||||||||||
| Interest and principal payments, description | Accrued interest only payments were due monthly beginning October 1, 2016 through March 1, 2017. Monthly payments of $9,341 for interest and principal are due on this note for the following 60 consecutive months. | ||||||||||||||||||||||||||||
| Promissory Note Three [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 500,000 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 500,000 | 500,000 | |||||||||||||||||||||||||||
| Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | On October 1, 2019, the maturity date was extended until September 30, 2020 and the interest rate was reduced to 10% per annum. All unpaid accrued interest from October 2017 through September 30, 2019 was converted into 150,000 shares of common stock of ComSovereign. On April 21, 2020, all unpaid accrued interest from October 1, 2019 through December 31, 2019 was converted into 14,496 shares of issued common stock of the Company. Accrued interest and the full principal balance are due at maturity. As of June 30, 2020, an aggregate principal amount of $500,000 was outstanding under this note. | On October 1, 2019, the maturity date was extended until September 30, 2020 and the interest rate was reduced to 10% per annum. All unpaid accrued interest from October 2017 through September 30, 2019 was converted into 150,000 shares of common stock of ComSovereign. Accrued interest and the full principal balance are due at maturity. As of December 31, 2019, an aggregate principal amount of $500,000 was outstanding under this note. On April 30, 2020, the Company also issued 14,496 shares of common stock in lieu of an aggregate cash interest payment payable by ComSovereign through December 31, 2019 on this outstanding note payable. | |||||||||||||||||||||||||||
| Maturity date | Oct. 17, 2017 | Jul. 09, 2019 | |||||||||||||||||||||||||||
| Aggregate shares of common stock | 150,000 | 150,000 | |||||||||||||||||||||||||||
| Promissory Note Eight [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 175,000 | 175,000 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 401,634 | 175,000 | 175,000 | ||||||||||||||||||||||||||
| Debt instrument interest rate | 15.00% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | ComSovereign amended the promissory note to extend the maturity date to September 30, 2020 and to change the interest rate to 10% per annum. Both parties to the note also agreed to convert all unpaid accrued interest into 10,000 shares of common stock of ComSovereign, valued at $44,000. Accrued interest and principal are due and payable at maturity. | ComSovereign amended the promissory note to extend the maturity date to September 30, 2020 and to change the interest rate to 10% per annum. Both parties to the note also agreed to convert all unpaid accrued interest into 10,000 shares of common stock of ComSovereign, valued at $44,000. Accrued interest and principal are due and payable at maturity. | |||||||||||||||||||||||||||
| Maturity date | Nov. 30, 2017 | ||||||||||||||||||||||||||||
| Aggregate shares of common stock | 10,000 | 10,000 | |||||||||||||||||||||||||||
| Interest rate increased | 18.00% | ||||||||||||||||||||||||||||
| Promissory Note Four [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | 200,000 | ||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 200,000 | 200,000 | |||||||||||||||||||||||||||
| Notes Payable [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 2,007,971 | 2,007,971 | |||||||||||||||||||||||||||
| Debt instrument interest rate | 5.00% | ||||||||||||||||||||||||||||
| Maturity date | Oct. 15, 2020 | ||||||||||||||||||||||||||||
| Accrued interest | $ 8,428 | ||||||||||||||||||||||||||||
| Secured loan agreement, description | On September 3, 2019, the promissory note was increased to $5,000,000 as all unpaid accrued interest was added to the principal balance. Additionally, the maturity date was extended to March 30, 2020 and the interest rate was changed to 10% per annum. Under this new amendment, principal and interest payments are due and payable monthly. As of June 30, 2020, an aggregate principal amount of $5,000,000 was outstanding under this note. On April 21, 2020, the maturity date of this note was extended to August 31, 2020, and the interest rate was increased to 12% per annum. | ||||||||||||||||||||||||||||
| Notes Payable [Member] | Richard Taylor [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 86,866 | $ 86,866 | |||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 86,866 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 3.00% | 3.00% | |||||||||||||||||||||||||||
| Maturity date | Feb. 06, 2023 | ||||||||||||||||||||||||||||
| Interest and principal payments, description | Monthly payments in the amount of $3,773 for principal and interest are due over the term. | ||||||||||||||||||||||||||||
| Principal and interest payments | $ 3,773 | ||||||||||||||||||||||||||||
| 10% Senior Convertible Debentures [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||||||||||||||||
| Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
| Maturity date | Dec. 31, 2021 | ||||||||||||||||||||||||||||
| Debt discount amount | 48,300 | 225,000 | 225,000 | ||||||||||||||||||||||||||
| Common stock conversion price, description | Interest is paid semi-annually in arrears in June and December of each year in cash or, at ComSovereign's option, in shares of common stock at the conversion price that was equal to the lesser of (1) $2.50 or (2) a future effective price per share of any common stock sold by ComSovereign. Upon an event of default, the interest rate shall automatically increase to 15% per annum. In connection with these debentures, ComSovereign recognized a BCF of $69,000 and a debt discount of $181,000 associated with the issuance of warrants, both of which were recorded as debt discounts. On April 21, 2020, all unpaid accrued interest through December 31, 2019 was converted into 6,700 shares of issued common stock of the Company. Also on April 21, 2020, all the outstanding warrants were exercised at $0.01 per share into 283,530 issued shares of the Company's common stock, resulting in full recognition in interest expense of the remaining debt discount of approximately $139,000 associated with the issuance of warrants. On April 30, 2020, these debentures were amended to provide for the conversion of the debentures into shares of the Company's common stock instead of ComSovereign's common stock. Additionally, the conversion price was changed from $2.50 per share to $0.756 per share. | ||||||||||||||||||||||||||||
| Interest rate increased | 15.00% | ||||||||||||||||||||||||||||
| Debt discount, description | During the three and six months ended June 30, 2020, $151,700 and 176,700 of the costs recorded as debt discounts were amortized and recognized in interest expense in the Condensed Consolidated Statement of Operations, respectively. | ||||||||||||||||||||||||||||
| New Promissory Note [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||||
| Debt instrument interest rate | 18.00% | ||||||||||||||||||||||||||||
| Debt instrument maturity period, description | The full $200,000 balance was due at maturity. | ||||||||||||||||||||||||||||
| Maturity date | Jul. 09, 2019 | ||||||||||||||||||||||||||||
| Original issue discount | $ 6,000 | ||||||||||||||||||||||||||||
| 9% Senior Convertible Debentures [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 9.00% | ||||||||||||||||||||||||||||
| Senior convertible debentures interest percent | 9.00% | ||||||||||||||||||||||||||||
| Warrants to purchase an aggregate shares | 100,000 | ||||||||||||||||||||||||||||
| Common stock at a price | $ 5.00 | ||||||||||||||||||||||||||||
| Debt discount amount | $ 1,100,000 | ||||||||||||||||||||||||||||
| Promissory Note Five [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | 175,000 | 175,000 | |||||||||||||||||||||||||||
| Promissory Note Six [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Aggregate principal amount outstanding | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||
| 18% Senior Convertible Debentures [Member] | |||||||||||||||||||||||||||||
| Debt Agreement (Textual) | |||||||||||||||||||||||||||||
| Secured loan agreement, description | In connection with its acquisition of DragonWave and Lextrum in April 2019, ComSovereign assumed the obligations of the seller of $25,000 aggregate principal amount of 8% Senior Convertible Debentures of the seller that bore interest at the rate of 8% per annum and matured on December 31, 2019. Interest was payable semi-annually in cash or, at the seller's option, in shares of the seller's common stock at the conversion price that was equal to the lesser of (1) $8.00 or (2) 80% of the common stock price offered under the next equity offering. As of December 31, 2019, an aggregate principal amount of $25,000 was outstanding under these debentures. These debentures are past due and interest accrues at a rate of 15% per annum. | ||||||||||||||||||||||||||||
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- Definition Description of common stock conversion feature. Includes, but is not limited to, conversion price; conversion right; timing of right; terms, event or change in circumstance causing contingency to be met or adjustment to conversion price or number of shares; manner of settlement upon conversion; and method of settlement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Percentage price of original principal amount of debt at which debt can be redeemed by the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of accrued but unpaid interest on deposit liabilities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Date of maturity or expiration of arrangements with a related party (for example, but not limited to, leasing and debt arrangements between related parties), in CCYY-MM-DD format. No definition available.
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- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Related Party Transactions (Details) - USD ($) |
1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 06, 2020 |
Mar. 05, 2020 |
Aug. 05, 2019 |
Jul. 31, 2020 |
Mar. 19, 2020 |
Dec. 02, 2019 |
Nov. 19, 2019 |
Oct. 31, 2019 |
Mar. 21, 2019 |
Jan. 31, 2019 |
Jan. 22, 2019 |
Sep. 26, 2018 |
Oct. 31, 2017 |
Aug. 31, 2016 |
Jun. 30, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Jun. 30, 2019 |
|
| Related Party Transactions (Textual) | ||||||||||||||||||
| Receivables - related party | $ 1,595 | $ 1,595 | ||||||||||||||||
| Accrued liabilities - related party | 392,547 | 461,254 | ||||||||||||||||
| Share-based compensation expense | 54,667 | |||||||||||||||||
| Professional services | 23,036 | |||||||||||||||||
| Grant of RSAs, description | The Company's Board of Directors granted an aggregate of 1,900,000 RSAs to eight officers and directors at a grant date fair value of $0.82 per share of common stock for a total value of $1,558,000. The vesting period for these RSAs is as follows: 850,000 vest on the one-year anniversary of the grant date; 850,000 vest on the two-year anniversary of the original grant date; and 200,000 vest on the three-year anniversary of the original grant date. | ComSovereign's Board of Directors granted an aggregate of 24,000 restricted stock awards ("RSAs") to three executives of DragonWave and Silver Bullet at a grant date fair value of $4.40 per share of common stock for a total value of $105,600. | ||||||||||||||||
| Grant of common stock, description | Daniel L. Hodges, Chairman and Chief Executive Officer of ComSovereign at such time, and John E. Howell, President of ComSovereign at such time, each acquired 12,000,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required. | Three members of the Board of Directors of ComSovereign and an executive officer of ComSovereign acquired an aggregate of 2,150,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required. Additionally, four executive officers of InduraPower, Lextrum and VEO acquired an aggregate of 500,000 shares of common stock of ComSovereign at a value of $0.0001 per share of common stock with no cash paid to ComSovereign and no services required. | ||||||||||||||||
| Related party balance | $ 1,595 | 1,595 | ||||||||||||||||
| Description of issue an option to purchase | The Company also agreed to issue an option to purchase 100,000 shares of the Company’s common stock at a strike price of $1.00, or $100,000. This option immediately vested and terminates on September 26, 2022. Pursuant to the GSIS Agreement, GSIS is paid a fee of $10,000 per month. In addition, GSIS is paid for the expenses incurred in connection with the performance of its duties under the GSIS Agreement. Either party may terminate or renew the GSIS Agreement at any time, for any reason or no reason, upon at least 30 days’ notice to the other party. GSIS was owed $71,263 for normal monthly retainers and expenses incurred as of June 30, 2020 and $23,036 as of December 31, 2019. This amount was recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019. | |||||||||||||||||
| Principal amount | $ 83,309 | |||||||||||||||||
| Chief Executive Officer [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Accrued liabilities - related party | $ 153,761 | $ 153,761 | ||||||||||||||||
| Related Party Transactions, description | Related party balance was $1,595, which represented amounts owed by Dr. Dustin McIntire, the Company’s Chief Technology Officer, for personal charges he incurred using his company credit card. | Sergei Begliarov paid $71,199 and $8,001, respectively, of expenses on behalf of InduraPower. Daniel L. Hodges, Chairman and Chief Executive Officer of ComSovereign at the time, paid $6,588 of rent on behalf of InduraPower during 2019 and an additional $65 during the six months ended June 30, 2020. Additionally, during 2019, TM Technologies, Inc. ("TM"), described below, paid $29,300 of expense on behalf of InduraPower. These amounts were recorded in accrued liabilities – related party as of June 30, 2020 and December 31, 2019. | ||||||||||||||||
| Daniel Hodges [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Rent paid | $ 29,120 | $ 29,120 | ||||||||||||||||
| Promissory note [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Expiration date | Jun. 30, 2020 | Sep. 04, 2020 | Aug. 31, 2018 | |||||||||||||||
| Interest rate | 8.50% | |||||||||||||||||
| Promissory note, description | InduraPower did not fulfil the requirements to maintain a balance of at least $155,159 at J.P. Morgan while the promissory note is outstanding and maintain a debt service coverage ratio of at least 1.25. Due to this breach of clauses, the promissory note holder is contractually entitled to request immediate repayment of the outstanding promissory note, and/or increase the interest rate up to an additional 18% per annum. | |||||||||||||||||
| Principal amount | $ 409,586 | $ 500,000 | $ 550,000 | |||||||||||||||
| Cognitive Carbon Corporation [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Outsourced development | $ 19,750 | |||||||||||||||||
| Outsourced development term | 1 year | |||||||||||||||||
| Outsourced software and platform development | $ 120,000 | |||||||||||||||||
| Professional services | $ 23,250 | 148,250 | ||||||||||||||||
| TM [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Expiration date | Aug. 31, 2020 | |||||||||||||||||
| Outstanding amount | $ 250,000 | 1,292,953 | 1,292,953 | |||||||||||||||
| Related Party Transactions, description | This loan was increased to $1,292,953 at an interest rate of 5% per annum with a maturity date of August 31, 2020. | This loan was increased to $1,292,953 at an interest rate of 5% per annum with a maturity date of August 31, 2020. | ||||||||||||||||
| Mr. Hodges and his wife [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Expiration date | Dec. 31, 2019 | |||||||||||||||||
| Aggregate principal amount | $ 200,000 | |||||||||||||||||
| Outstanding amount | $ 200,000 | 200,000 | ||||||||||||||||
| Interest rate | 5.00% | |||||||||||||||||
| Indura Power [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Promissory note, description | InduraPower entered into a promissory note in the principal amount of $50,000 that bears interest at 7.785% per annum and matures on September 1, 2021. At the same time, InduraPower also entered into a promissory note in the principal amount of $450,000 with the same lender that bears interest at 9.0% per annum and matures on March 1, 2022. A requirement of the promissory notes is to maintain a balance of at least $155,159 at J.P. Morgan while the promissory notes are outstanding. Sergei Begliarov, Chief Executive Officer of InduraPower, provided cash of $153,761 to comply with the requirements of the promissory notes. | |||||||||||||||||
| Indura Power [Member] | Promissory note [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Accrued liabilities - related party | $ 153,761 | |||||||||||||||||
| Notes Payable - Related Party [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Related Party Transactions, description | Hodges and his wife, loaned DragonWave $200,000 at an interest rate of 5.0% per annum and a maturity date of December 31, 2019. Interest was payable monthly while the full principal balance was due at maturity. As of June 30, 2020 and December 31, 2019, $200,000 plus accrued interest was outstanding under the loan, and the loan was past due. | |||||||||||||||||
| Notes Payable - Related Party [Member] | Subsequent Event [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Promissory Notes issued | $ 50,000 | |||||||||||||||||
| Global Security Innovative Strategies [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Options to purchase of stock | 100,000 | |||||||||||||||||
| Option price | $ 1.00 | |||||||||||||||||
| Expiration date | Sep. 26, 2022 | |||||||||||||||||
| Payment for management fee | $ 10,000 | |||||||||||||||||
| Kevin Hess [Member] | ||||||||||||||||||
| Related Party Transactions (Textual) | ||||||||||||||||||
| Professional services | $ 148,250 | |||||||||||||||||
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- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Business development involves the development of products and services, their delivery, design and their implementation. Business development includes a number of techniques designed to grow an economic enterprise. Such techniques include, but are not limited to, assessments of marketing opportunities and target markets, intelligence gathering on customers and competitors, generating leads for possible sales, follow-up sales activity, formal proposal writing and business model design. Business development involves evaluating a business and then realizing its full potential, using such tools as marketing, sales, information management and customer service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Description of related party involvement in transaction resulting in deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of product or service in contract with customer; and whether former subsidiary or acquirer of group of assets would be related party after deconsolidation and derecognition transaction. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all outstanding stock options which are in the customized range of exercise prices. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Shareholders' Equity (Details) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 04, 2019 |
Jan. 31, 2020 |
Dec. 31, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Jan. 29, 2019 |
Jan. 22, 2019 |
Jan. 20, 2019 |
Jan. 12, 2019 |
|
| Shareholders' Equity (Textual) | |||||||||
| Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
| Common stock, shares issued | 128,326,243 | 128,846,064 | |||||||
| Common stock, shares outstanding | 128,326,243 | 128,846,064 | |||||||
| Preferred shares, authorised | 100,000,000 | 100,000,000 | |||||||
| Preferred shares, issued | |||||||||
| Preferred shares, outstanding | |||||||||
| Shares of common stock redeemed | 100,000 | ||||||||
| Value of common stock redeemed | $ 50,000 | ||||||||
| Price per share | $ 0.50 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
| Description of warrants | The Company had outstanding warrants to purchase an aggregate of 503,523 shares of common stock. Of those 503,523 warrants, 283,523 had an exercise price of $0.01 per share; 70,000 had an exercise price of $5.00 per share; 100,000 had an exercise price of $1.00 per share; and the remaining 50,000 had an exercise price of $0.50 per share. | ||||||||
| Description of consulting agreement | The Company entered into an agreement with a consultant to its subsidiary, Lextrum, to amend a consulting agreement between the consultant and Lextrum to allow the consultant to elect to take from 50% to 100% of its compensation in the form of common stock of the Company. Common stock to be issued to the consultant will be paid on a quarterly basis. On March 12, 2020, the Company issued 165,095 shares of its common stock in satisfaction of $106,238 that was owed by Lextrum to the consultant for services previously rendered. The fair value on the issue date of the 165,095 shares was $193,160. The Company booked the difference between the fair value of the shares issued and the amount owed by Lextrum to the consultant as general and administrative expense in the Company's Condensed Consolidated Financial Statements. To date, no additional shares of common stock have been issued pursuant to this agreement. | ||||||||
| Preferred Series A [Member] | |||||||||
| Shareholders' Equity (Textual) | |||||||||
| Common stock, shares authorized | 300,000,000 | ||||||||
| Common stock, shares outstanding | 41,207,149 | ||||||||
| Preferred shares, authorised | 5,000,000 | ||||||||
| Preferred shares, issued | 2,600,000 | ||||||||
| Preferred shares, outstanding | 2,600,000 |
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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|
| X | ||||||||||
- Definition Number of stock bought back by the entity at the exercise price or redemption price. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Equity impact of the value of stock bought back by the entity at the exercise price or redemption price. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Share-Based Compensation (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2017
$ / shares
shares
| |
| January 9, 2017 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 100,000 |
| Option Price | $ / shares | $ 2.90 |
| Full Vesting Date | Jan. 09, 2019 |
| Expiration Date | Jan. 07, 2021 |
| August 3, 2017 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 5,130,000 |
| Option Price | $ / shares | $ 0.50 |
| Full Vesting Date | Aug. 03, 2017 |
| Expiration Date | Aug. 03, 2021 |
| November 9, 2017 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 2,000,000 |
| Option Price | $ / shares | $ 0.50 |
| Full Vesting Date | Nov. 09, 2017 |
| Expiration Date | Nov. 09, 2021 |
| December 13, 2017 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 200,000 |
| Option Price | $ / shares | $ 1.00 |
| Full Vesting Date | Nov. 13, 2019 |
| Expiration Date | Dec. 13, 2021 |
| X | ||||||||||
- Definition Date of full vesting date. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Date the equity-based award expires, in CCYY-MM-DD format. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all outstanding stock options which are in the customized range of exercise prices. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Share-Based Compensation (Details 1) |
12 Months Ended |
|---|---|
|
Dec. 31, 2018
$ / shares
shares
| |
| March 28, 2018 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 100,000 |
| Vesting | 50% in one year; 50% in two years from grant date |
| Option Price | $ / shares | $ 1.00 |
| Full Vesting Date | Mar. 28, 2020 |
| Expiration Date | Mar. 28, 2022 |
| May 16, 2018 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 330,000 |
| Vesting | Immediate vesting |
| Option Price | $ / shares | $ 1.00 |
| Full Vesting Date | May 16, 2018 |
| Expiration Date | May 16, 2022 |
| May 16, 2018 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 130,000 |
| Vesting | 50% in one year; 50% in two years from grant date |
| Option Price | $ / shares | $ 1.00 |
| Full Vesting Date | May 16, 2020 |
| Expiration Date | May 16, 2022 |
| September 26, 2018 [Member] | |
| Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
| Underlying Shares | shares | 6,000,000 |
| Vesting | $4,000,000 new government orders |
| Option Price | $ / shares | $ 0.65 |
| Full Vesting Date | Dec. 21, 2018 |
| Expiration Date | Sep. 26, 2022 |
| X | ||||||||||
- Definition Date of full vesting date. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Description of service or performance condition required to be met for earning right to award under share-based payment arrangement. Includes, but is not limited to, combination of market, performance or service condition. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Date the equity-based award expires, in CCYY-MM-DD format. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all outstanding stock options which are in the customized range of exercise prices. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Share-Based Compensation (Details 2) - Employee Stock Option [Member] |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Summary of assumptions used to estimate fair value of stock options granted | ||
| Expected dividend yield | 0.00% | 0.00% |
| Expected volatility | 90.00% | 90.00% |
| Expected life of options | 4 years | 4 years |
| Minimum [Member] | ||
| Summary of assumptions used to estimate fair value of stock options granted | ||
| Risk-free interest rate | 2.40% | 2.40% |
| Maximum [Member] | ||
| Summary of assumptions used to estimate fair value of stock options granted | ||
| Risk-free interest rate | 2.47% | 2.47% |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Share-Based Compensation (Details 3) - Employee Stock Option [Member] - USD ($) |
6 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Number of Options | |||
| Outstanding - Beginning Balance | 8,695,000 | 13,990,000 | 13,990,000 |
| Granted | 180,000 | 180,000 | |
| Exercised | (5,250,000) | ||
| Cancelled or Expired | (3,630,000) | (50,000) | (225,000) |
| Outstanding - Ending Balance | 5,065,000 | 14,120,000 | 8,695,000 |
| Exercisable - Ending Balance | 5,065,000 | 13,745,000 | 8,695,000 |
| Weighted Average Exercise Price per Share | |||
| Outstanding - Beginning Balance | $ 0.63 | $ 0.61 | $ 0.61 |
| Granted | 1.06 | 1.06 | |
| Exerccised | 0.57 | ||
| Cancelled or Expired | 0.61 | 0.90 | 0.72 |
| Outstanding - Ending Balance | 0.65 | 0.61 | 0.63 |
| Exercisable - Ending Balance | $ 0.65 | $ 0.60 | $ 0.63 |
| Weighted Average Contractual Life in Years | |||
| Outstanding - Beginning Balance | 1 year 4 months 2 days | 3 years 1 month 24 days | 3 years 1 month 24 days |
| Outstanding - Ending Balance | 1 year 8 months 9 days | 1 year 6 months 25 days | 1 year 4 months 2 days |
| Exercisable - Ending Balance | 1 year 8 months 9 days | 1 year 6 months 21 days | 1 year 4 months 2 days |
| Aggregate Intrinsic Value | |||
| Outstanding | $ 2,191,750 | $ 4,466,080 | $ 2,264,760 |
| Exercisable | $ 2,191,750 | $ 4,466,080 | $ 2,264,760 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price of options that were either forfeited or expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Net number of share options (or share units) granted during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
| X | ||||||||||
- Definition Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Share-Based Compensation - Additional Information (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 02, 2019 |
Dec. 02, 2019 |
Dec. 02, 2019 |
Nov. 27, 2019 |
Nov. 19, 2019 |
Nov. 14, 2019 |
Nov. 12, 2019 |
Mar. 25, 2019 |
Apr. 22, 2020 |
Mar. 20, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock vested | 270,800 | 80,000 | ||||||||||||||||
| Grant date fair value | $ 1,191,520 | |||||||||||||||||
| Compensation expense | $ 62,500 | |||||||||||||||||
| General and administrative | [1] | $ 4,246,748 | $ 3,589,224 | $ 8,680,321 | 4,392,935 | $ 14,325,078 | ||||||||||||
| Grant date fair value per share | $ 4.40 | |||||||||||||||||
| Restricted stock vested, value | $ 352,000 | |||||||||||||||||
| Stock based Compensation | $ 352,000 | $ 351,992 | 258,256 | |||||||||||||||
| Long Term Incentive Plan [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Description of commonstock authorized | A total of 10,000,000 shares of the Company’s common stock are authorized for issuance with respect to awards granted under the 2020 Plan. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of August 15, 2020, no stock grants had been issued under the 2020 Plan, and 10,000,000 shares authorized under the 2020 Plan remained available for award purposes. | |||||||||||||||||
| Non-employee [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock vested | 50,000 | 40,000 | 20,000 | |||||||||||||||
| Grant date fair value | $ 220,000 | $ 176,000 | $ 352,000 | |||||||||||||||
| Consulting services | 60,000 | |||||||||||||||||
| Grant date fair value per share | $ 4.40 | $ 4.40 | $ 4.40 | |||||||||||||||
| Restricted stock vested, value | $ 352,000 | |||||||||||||||||
| Vesting One [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock vested | 850,000 | |||||||||||||||||
| Vesting Two [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock vested | 850,000 | |||||||||||||||||
| Vesting Three [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock vested | 200,000 | |||||||||||||||||
| Officers and Directors [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Restricted stock award | 1,900,000 | |||||||||||||||||
| Employee Stock Option [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Purchase of common stock | 180,000 | |||||||||||||||||
| Exercise price | $ 1.06 | |||||||||||||||||
| Expiration date | Mar. 20, 2023 | |||||||||||||||||
| Compensation expense | $ 1,495,000 | |||||||||||||||||
| Restricted stock award | 2,300,000 | |||||||||||||||||
| General and administrative | 258,256 | |||||||||||||||||
| Black Scholes Option [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Grant date fair value | $ 123,130 | |||||||||||||||||
| Restricted stock award | 180,000 | |||||||||||||||||
| Employee Stock Option One [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Compensation expense | 157,441 | |||||||||||||||||
| Restricted Stock Awards [Member] | ||||||||||||||||||
| Share-Based Compensation (Textual) | ||||||||||||||||||
| Compensation expense | $ 54,667 | |||||||||||||||||
| ||||||||||||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Estimated fair value of options at grant date. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Date the equity-based award expires, in CCYY-MM-DD format. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Net number of share options (or share units) granted during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
| X | ||||||||||
- Definition Amount of cost expensed and capitalized for award under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of options vested. No definition available.
|
| X | ||||||||||
- Definition Weighted average grant-date fair value of options vested. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Warrants (Details) - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Apr. 29, 2020 |
|
| November 20, 2015 [Memeber] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Nov. 20, 2015 | |
| Warrants Issued | 70,000 | |
| Exercise Price | $ 5.00 | $ 0.99 |
| Full Vesting Date | Nov. 20, 2015 | |
| Expiration Date | Nov. 20, 2020 | |
| April 27, 2016 [Member] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Apr. 27, 2016 | |
| Warrants Issued | 60,000 | |
| Exercise Price | $ 2.91 | |
| Full Vesting Date | Apr. 27, 2016 | |
| Expiration Date | Apr. 27, 2019 | |
| August 3, 2017 [Member] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Aug. 03, 2017 | |
| Warrants Issued | 30,000 | |
| Exercise Price | $ 0.50 | |
| Full Vesting Date | Aug. 03, 2017 | |
| Expiration Date | Aug. 03, 2021 | |
| August 3, 2017 [Member] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Aug. 03, 2017 | |
| Warrants Issued | 2,000,000 | |
| Exercise Price | $ 0.50 | |
| Full Vesting Date | Aug. 03, 2017 | |
| Expiration Date | Aug. 03, 2022 | |
| November 9, 2017 [Member] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Nov. 09, 2017 | |
| Warrants Issued | 20,000 | |
| Exercise Price | $ 0.50 | |
| Full Vesting Date | Nov. 09, 2017 | |
| Expiration Date | Nov. 09, 2021 | |
| September 26, 2018 [Member] | ||
| Class of Warrant or Right [Line Items] | ||
| Issuance Date | Sep. 26, 2018 | |
| Warrants Issued | 100,000 | |
| Exercise Price | $ 1.00 | |
| Full Vesting Date | Sep. 26, 2018 | |
| Expiration Date | Sep. 26, 2022 |
| X | ||||||||||
- Definition Date the warrant was issued, No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
- Details
|
Warrants (Details 1) - Warrant [Member] |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Summary of assumptions used to estimate fair value of stock warrants granted | ||
| Expected dividend yield | 0.00% | 0.00% |
| Expected volatility | 29.29% | |
| Risk-free interest rate | 0.36% | |
| Expected life of warrants | 5 years | |
| Minimum [Member] | ||
| Summary of assumptions used to estimate fair value of stock warrants granted | ||
| Expected volatility | 32.00% | |
| Risk-free interest rate | 1.38% | |
| Expected life of warrants | 2 years 3 months 8 days | |
| Maximum [Member] | ||
| Summary of assumptions used to estimate fair value of stock warrants granted | ||
| Expected volatility | 33.00% | |
| Risk-free interest rate | 1.82% | |
| Expected life of warrants | 3 years |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Warrants (Details 2) - Warrant [Member] - USD ($) |
6 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Number of Warrants | |||
| Outstanding - Beginning Balance | 503,523 | 2,280,000 | 2,280,000 |
| Exercisable - Beginning Balance | 503,523 | 2,280,000 | 2,280,000 |
| Granted | 186,508 | 3,868,523 | |
| Exercised | (283,530) | (5,472,500) | |
| Forfeited or Expired | (60,000) | (172,500) | |
| Outstanding - Ending Balance | 406,501 | 2,220,000 | 503,523 |
| Exercisable - Ending Balance | 406,501 | 2,220,000 | 503,523 |
| Weighted Average Exercise Price per Share | |||
| Outstanding - Beginning Balance | $ 0.95 | $ 0.72 | $ 0.72 |
| Exercisable - Beginning Balance | 0.95 | 0.72 | 0.72 |
| Granted | 0.99 | 0.18 | |
| Exercised | 0.01 | 0.23 | |
| Forfeited or Expired | 2.91 | 3.61 | |
| Outstanding - Ending Balance | 1.62 | 0.66 | 0.95 |
| Exercisable - Ending Balance | $ 1.62 | $ 0.66 | $ 0.95 |
| Weighted Average Contractual Life in Years | |||
| Outstanding, Beginning Balance | 1 year 11 months 15 days | 3 years 5 months 9 days | 3 years 5 months 9 days |
| Exercisable, Beginning Balance | 1 year 11 months 15 days | 3 years 5 months 9 days | 3 years 5 months 9 days |
| Outstanding, Ending Balance | 2 years 11 months 23 days | 3 years 11 days | 1 year 11 months 12 days |
| Exercisable, Ending Balance | 2 years 11 months 23 days | 3 years 11 days | 1 year 11 months 12 days |
| Aggregate Intrinsic Value | |||
| Outstanding | $ 43,690 | $ 838,450 | $ 258,328 |
| Exercisable | $ 43,690 | $ 838,450 | $ 258,328 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Exercisable, Beginning Balance. No definition available.
|
| X | ||||||||||
- Definition Outstanding, Beginning Balance. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price of options that were either forfeited or expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Net number of share options (or share units) granted during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
| X | ||||||||||
- Definition Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Warrants - Additional Information (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|---|
Oct. 15, 2019 |
Apr. 29, 2020 |
Sep. 30, 2019 |
Sep. 24, 2019 |
Sep. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
Apr. 21, 2020 |
|
| Warrants (Textual) | |||||||||
| Interest expense | $ 1,549,667 | ||||||||
| Warrants exercised | 2,000,000 | ||||||||
| Warrant [Member] | |||||||||
| Warrants (Textual) | |||||||||
| Warrant to purchase | 158,730 | 283,530 | |||||||
| Exercise price | $ 0.99 | ||||||||
| Warrants expiration date | Apr. 29, 2025 | ||||||||
| Warrants granted | 186,508 | 3,868,523 | |||||||
| Warrant One [Member] | |||||||||
| Warrants (Textual) | |||||||||
| Warrant to purchase | 27,778 | ||||||||
| Exercise price | $ 0.99 | $ 5.00 | |||||||
| Warrants expiration date | Apr. 29, 2025 | ||||||||
| Warrant [Member] | |||||||||
| Warrants (Textual) | |||||||||
| Warrant to purchase | 442,500 | 2,000,000 | 150,000 | 2,000,000 | |||||
| Exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
| Warrants expiration date | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | ||||||
| Senior convertible debentures , percentage | 10.00% | ||||||||
| Description of warrants | Prior to conversion of the related debentures, ComSovereign cancelled warrants to purchase 80,000 shares of common stock at $5.00 per share, and reissued warrants to purchase 112,500 shares of common stock at $1.50 per share. ComSovereign valued the new warrants at $250,835 using the Black-Scholes pricing model, which is included in interest expense on the Consolidated Statement of Operations. Warrants to purchase all 132,500 shares of common stock were exercised in November 2019 prior to the ComSovereign Acquisition. | ||||||||
| Interest expense | $ 3,138,667 | ||||||||
| Warrants to purchase shares | 442,500 | 283,530 | 930,000 | ||||||
| Warrants exercised | 132,500 | ||||||||
| Warrant [Member] | Subsequent Event [Member] | |||||||||
| Warrants (Textual) | |||||||||
| Warrant to purchase | 283,530 | ||||||||
| Eight Warrant [Member] | |||||||||
| Warrants (Textual) | |||||||||
| Warrant to purchase | 100,000 | 100,000 | |||||||
| Exercise price | $ 5.00 | $ 5.00 | |||||||
| Warrants expiration date | Dec. 31, 2021 | ||||||||
| Senior convertible debentures , percentage | 9.00% | 9.00% | |||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Shares of warrants excercised. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Warrants to purchase shares. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of interest expense classified as other. No definition available.
|
| X | ||||||||||
- Definition Date the equity-based award expires, in CCYY-MM-DD format. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Net number of share options (or share units) granted during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Income Taxes (Details) |
Dec. 31, 2019
USD ($)
|
|---|---|
| Deferred tax assets: | |
| Share-based compensation | $ 13,700 |
| Inventory reserve | 137,000 |
| Allowance for bad debt | 172,700 |
| Net operating loss carryover | 11,867,800 |
| Foreign losses | 4,130,000 |
| General business credits | 256,400 |
| Valuation allowance | (3,762,800) |
| Total deferred tax assets | 12,814,800 |
| Deferred tax liabilities: | |
| Depreciation | (43,000) |
| Amortization | (12,771,800) |
| Total deferred tax liabilities | (12,814,800) |
| Net deferred tax assets (liabilities) |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from long-lived assets other than property, plant, and equipment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Income Taxes (Details 1) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Income Tax Disclosure [Abstract] | |||||
| Income tax benefit at statutory federal income tax rate | $ (3,009,100) | $ (6,653,400) | $ (6,653,400) | ||
| State tax expense, net of federal benefit | (573,200) | (1,267,300) | (1,267,300) | ||
| Permanent items | 400 | 20,000 | 20,000 | ||
| Other | 6,100 | ||||
| Valuation allowance | 3,575,800 | 3,762,800 | |||
| Income tax expense (benefit) | $ (1,396,155) | $ (1,686,145) | $ (4,137,900) | ||
| Income tax benefit at statutory federal income tax rate | 21.00% | 21.00% | 21.00% | ||
| State tax expense, net of federal benefit | 4.00% | 4.00% | 4.00% | ||
| Permanent items | (0.01%) | (0.06%) | |||
| Other | (0.04%) | ||||
| Valuation allowance | (24.99%) | (25.00%) | (11.88%) | ||
| Income tax expense (benefit) | 25.00% | 13.06% | |||
| X | ||||||||||
- Definition Effective income tax rate valuation allowance percentage. No definition available.
|
| X | ||||||||||
- Definition Other income tax. No definition available.
|
| X | ||||||||||
- Definition Effective income tax rate valuation allowance. No definition available.
|
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Income Taxes - Additional Information (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Income Taxes (Textual) | ||
| Net operating loss carry-forward | $ 47,472,000 | |
| Operating loss carryforwards, Limitations on use | The Company had domestic net operating loss carryforwards of approximately $47,472,000, of which approximately $13,615,000 was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2019 through 2039, and approximately $33,857,000 that may offset future taxable income with no definite expiration date. | |
| Tax Cut and Jobs Act, description | The Tax Cut and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory income tax rate from 35% to 21% beginning January 1, 2018. | |
| Uncertain tax positions, description | The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the period in which those temporary differences become deductible. During the three months ended June 30, 2020, the Company recorded a change in the valuation allowance of $1,819,900 as compared to $0 for the three months ended June 30, 2019. | (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon the ultimate settlement with the related tax authority. The Company did not record any liabilities related to uncertain tax positions as of December 31, 2019. |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Description of the likelihood that an uncertainty in income taxes will not be sustained as a result of the examination by the taxing authority. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition A description of the limitations on the use of all operating loss carryforwards available to reduce future taxable income. No definition available.
|
| X | ||||||||||
- Definition Description of other income tax effect related to application of Tax Cuts and Jobs Act that are reclassified from accumulated other comprehensive income to retained earnings. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Commitments and Contingencies (Details) - USD ($) |
1 Months Ended | ||
|---|---|---|---|
Feb. 07, 2020 |
Jan. 17, 2020 |
May 22, 2020 |
|
| Commitments and Contingencies (Textual) | |||
| Arrow merchandise value | $ 124,000 | ||
| Ordered additional merchandise | 520,000 | ||
| Forbearance agreement indebtedness | $ 124,000 | ||
| Inventory, description | DragonWave agreed to repurchase inventory held by Tessco Technologies Incorporated (“Tessco”), one of DragonWave’s customers and note holders. Upon receipt of the inventory, which is valued at $121,482, DragonWave agreed to reimburse Tessco $56,766, representing the balance due after making the initial payment of $60,000. The return of inventory and payment to Tessco of $56,776 was required by February 28, 2020 but has not yet been made. On June 5, 2020, Tessco filed a complaint for confessed judgment against DragonWave in the Circuit Court for Baltimore, Maryland, Case No. 5539212, for approximately $60,000, which it claims is the reimbursement amount. | On June 12, 2020, Arrow and DragonWave entered into a settlement agreement whereby DragonWave was obligated to pay Arrow $503,500 on or before August 15, 2020, DragonWave-X gave a consent judgment to Arrow in the amount of $503,000, and the Company guaranteed DragonWave-X's payment to Arrow. The consent judgment against DragonWave-X was entered on June 15, 2020. Also on June 15, 2020 the Company was dismissed from the case. On August 14, 2020, Arrow and DragonWave entered into an amendment to the June 12, 2020 settlement agreement whereby DragonWave was obligated to pay Arrow $200,000 on or before August 17, 2020 and $313,000 on or before September 18, 2020. As of August 18, 2020 $200,000 was paid to Arrow. | |
| Inventory purchase | $ 520,000 | ||
| Certain installments fee | $ 10,000 | ||
| Commitments and Contingencies, description | Michael Powell filed suit against DragonWave-X, LLC, DragonWave-X, Inc., Transform-X, Inc., ComSovereign Corp, and the Company in the Pima County Arizona Superior Court, Case No. C20202216. Mr. Powell has alleged that he entered into an employment agreement with DragonWave-X, Inc. in July 2018, was terminated without cause in May 2019, and is owed approximately $182,000 in wages and $50,000 in bonuses. Mr. Powell is seeking approximately $697,000 in treble damages, punitive damages, consequential damages, interest and attorneys’ fees and costs. The Company disputes Mr. Powell’s allegations and intends to vigorously defend the lawsuit. |
| X | ||||||||||
- Definition Amount of additional ordered merchandise. No definition available.
|
| X | ||||||||||
- Definition Amount of forbearance agreement acknowledging indebtedness No definition available.
|
| X | ||||||||||
- Definition Certain installments fee No definition available.
|
| X | ||||||||||
- Definition Commitments and Contingencies (Textual). No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Inventory purchase No definition available.
|
| X | ||||||||||
- Definition Amount of merchandise delivery amount from arrow. No definition available.
|
| X | ||||||||||
- Definition Description of the nature and terms of commitment. No definition available.
|
Concentrations (Details) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Concentrations (Textual) | ||
| Trade accounts receivable | 38.00% | 84.00% |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Trade accounts receivable. No definition available.
|
Subsequent Events (Details) |
1 Months Ended | 12 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 14, 2020 |
Jul. 07, 2020
shares
|
Jul. 06, 2020 |
Jul. 02, 2020
USD ($)
shares
|
Mar. 12, 2020
USD ($)
shares
|
Mar. 06, 2020
USD ($)
shares
|
Feb. 07, 2020
USD ($)
|
May 29, 2020
USD ($)
|
Apr. 29, 2020
USD ($)
shares
|
Mar. 19, 2020
USD ($)
|
Feb. 26, 2020
USD ($)
|
Nov. 15, 2019
shares
|
Dec. 31, 2019
USD ($)
|
Dec. 31, 2019
USD ($)
|
Aug. 03, 2020
shares
|
Jul. 29, 2020
USD ($)
$ / shares
|
Jun. 30, 2020
USD ($)
|
May 31, 2020
USD ($)
|
Apr. 30, 2020
USD ($)
shares
|
Jun. 30, 2019
USD ($)
|
|
| Subsequent Events (Textual) | ||||||||||||||||||||
| Promissory notes principal amount | $ 83,309 | |||||||||||||||||||
| Proceeds from common stock | $ 5,000 | |||||||||||||||||||
| Subsequent event, description | Within three business days of filing the Annual Report for fiscal 2019, the investor is required to purchase, and the Company is required to issue and sell to the investor, an additional convertible promissory note in the principal amount of $285,714 with an original issue discount of $35,714 along with warrants to purchase an additional 158,730 shares of the Company's common stock for proceeds of $250,000. This note will bear interest at 12.5% per annum and mature on January 29, 2021. The investor will not be required to purchase the additional securities if the Company is in default under the outstanding notes or if certain other conditions are not met. | |||||||||||||||||||
| Inventory | $ 4,671,396 | $ 4,671,396 | $ 4,607,419 | |||||||||||||||||
| Aggregate shares of common stock | shares | 2,600,000 | |||||||||||||||||||
| Forecast [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Common stock authorized awards to granted | shares | 10,000,000 | |||||||||||||||||||
| Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Common stock authorized awards to granted | shares | 10,000,000 | |||||||||||||||||||
| Inventory | $ 121,481 | |||||||||||||||||||
| Inventory reimburse | $ 56,766 | |||||||||||||||||||
| Business combination description | In connection with the VNC Acquisition, the Company paid to the stockholders and certain other stakeholders of VNC (i) $1,785,139 in cash and (ii) 11,738,210 shares of the Company's common stock, of which an aggregate of 4,000,000 shares is being held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the former VNC security holders under the Merger Agreement. Pursuant to the Merger Agreement, the Company also issued to the holders of outstanding options and warrants of VNC, whether vested or unvested, in replacement of such options or warrants, options or warrants to purchase an aggregate of 4,261,790 shares of the Company's common stock, all of which were fully vested. In addition, at the closing of the VNC Acquisition, the Company paid approximately $1.142 million of outstanding payables of VNC. | |||||||||||||||||||
| Operating lease amendment, description | The Company amended its lease for 5,533 square feet of office space in Jacksonville, Florida to extend the term through July 31, 2023 with monthly payments ranging from $4,786 to $5,078 over the extended lease term, a reduced monthly payment compared to the prior lease term. | |||||||||||||||||||
| Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Warrants to purchase shares | shares | 158,730 | |||||||||||||||||||
| Proceeds from common stock | $ 250,000 | |||||||||||||||||||
| Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Stock issued | shares | 165,095 | |||||||||||||||||||
| Stock issued value | $ 106,238 | |||||||||||||||||||
| Consulting agreement, description | Additional $106,238 that was owed by Lextrum was partially paid in cash of $55,000 on March 6, 2020. The remaining $51,238 is still outstanding. | |||||||||||||||||||
| Subsequent Event [Member] | Consulting Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Percentage of compensation | 50 | |||||||||||||||||||
| Subsequent Event [Member] | Consulting Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Percentage of compensation | 100 | |||||||||||||||||||
| Subsequent Event [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Spring creek, description | Acquire 100% of the shares of common stock of Spring Creek Manufacturing, Inc. for a purchase price of $500,000. The acquisition closed on March 6, 2020 with Sovereign Plastics paying the purchase price through the assumption of the obligations of the sellers under an outstanding promissory note in the principal amount of $90,000 and the delivery of short-term promissory notes in the aggregate principal amount of $410,000. Additionally, Sovereign Plastics agreed to pay certain sales commissions on all sales to two specific customers. | |||||||||||||||||||
| Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Fast plastics, description | The acquisition also closed on March 6, 2020 with Sovereign Plastics providing the purchase price of approximately $1,464,000 by the payment of approximately $66,000 in cash, the repayment of outstanding indebtedness of Fast Plastics in the aggregate amount of $250,000 and the assumption of an outstanding term loan of Fast Plastics in the amount of approximately $979,000. Sovereign Plastics also assumed equipment leases. | |||||||||||||||||||
| Debt instrument maturity date | Sep. 04, 2020 | |||||||||||||||||||
| Subsequent Event [Member] | Promissory note [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Promissory notes principal amount | $ 500,000 | |||||||||||||||||||
| Stock grants of aggregate shares | shares | 50,000 | |||||||||||||||||||
| Purchase price | $ 450,000 | |||||||||||||||||||
| Subsequent Event [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Common stock authorized awards to granted | shares | 10,000,000 | |||||||||||||||||||
| Subsequent Event [Member] | Debt Agreements [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Promissory notes principal amount | $ 900,000 | $ 290,000 | $ 285,714 | $ 2,022,722 | $ 91,841 | |||||||||||||||
| Debt instrument maturity date | Sep. 30, 2020 | Dec. 26, 2020 | ||||||||||||||||||
| Warrants to purchase shares | shares | 158,730 | |||||||||||||||||||
| Secured business loan | $ 600,000 | |||||||||||||||||||
| Interest rate | 12.50% | 15.00% | 12.00% | 12.50% | 5.00% | 78.99% | ||||||||||||||
| Principal and interest payments | $ 8,428 | $ 19,429 | ||||||||||||||||||
| Original issue discount, amount | $ 40,000 | $ 35,714 | ||||||||||||||||||
| Promissory notes principal amount, description | The Company borrowed $50,000 from Mr. Davies and issued Mr. Davies a promissory note evidencing such loan that bears interest of $1,000 and matures on August 31, 2020. | |||||||||||||||||||
| Proceeds from common stock | $ 250,000 | |||||||||||||||||||
| Subsequent event, description | The principal amounts of the notes are between $50,000 and $200,000. The loans bear interest at a rate of 15% and have maturity dates between October 13, 2020 and November 9, 2020. | |||||||||||||||||||
| Aggregate shares of common stock | shares | 170,000 | |||||||||||||||||||
| Share price | $ / shares | $ 1.00 | |||||||||||||||||||
| Subsequent Event [Member] | Debt Agreements [Member] | Dr. Dustin McIntire [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Stock issued | shares | 19 | |||||||||||||||||||
| Subsequent Event [Member] | Debt Agreements [Member] | Investors [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Stock issued | shares | 29 | |||||||||||||||||||
| Stock issued value | $ 2,900,000 | |||||||||||||||||||
| Subsequent Event [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||
| Subsequent Events (Textual) | ||||||||||||||||||||
| Promissory notes principal amount | $ 455,185 | $ 455,185 | ||||||||||||||||||
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- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Value of shares of stock issued attributable to transactions classified as other. No definition available.
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- Definition Describes the event or transaction that occurred between the balance sheet date and the date the financial statements are issued or available to be issued. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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