Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | AMMO, INC. |
Entity Central Index Key | 0001015383 |
Document Type | 8-K/A |
Document Period End Date | Dec. 31, 2020 |
Amendment Flag | true |
Amendment description | On May 6, 2021, Ammo, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the completion of its acquisition of Gemini Direct Investments, LLC (“Gemini”) and its nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. This Amendment No. 1 to the Initial Form 8-K amends and supplements the Initial Form 8-K to include financial statements and pro forma financial information permitted to be filed by amendment no later than 71 calendar days after the date that the Initial Form 8-K was required to be filed with the Securities and Exchange Commission. |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
NONCURRENT LIABILITIES | ||
MEMBER'S EQUITY | $ 49,109,101 | $ 21,521,971 |
Gemini Direct Investment LLC and Subsidiaries [Member] | ||
CURRENT ASSETS | ||
Cash and cash equivalents | 26,454,669 | 13,867,684 |
Accounts receivable, net | 6,868,934 | 2,315,865 |
Debt securities to be held to maturity | 1,960,000 | |
Prepaid expenses | 490,605 | 494,469 |
Total current assets | 35,774,208 | 16,678,018 |
PROPERTY AND EQUIPMENT, NET | 5,830,332 | 6,136,343 |
OTHER ASSETS | ||
Intangible assets, net | 38,996 | 47,412 |
Reserve account | 975,000 | 975,000 |
Due from related parties | 26,348,772 | 18,086,825 |
Other assets | 186,226 | 122,179 |
Investment securities, at fair value | 13,909,346 | 17,758,438 |
Note receivable - related party | 28,500,000 | 28,500,000 |
Total other assets | 69,958,340 | 65,489,854 |
TOTAL ASSETS | 111,562,880 | 88,304,215 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,090,066 | 965,253 |
Accrued distributions | 2,153,504 | 439,089 |
Due to related parties | 7,574,978 | 5,917,823 |
Deferred rent | 99,064 | 110,696 |
Current portion of notes payable | 14,865,487 | 8,301,164 |
Total current liabilities | 25,783,099 | 15,734,025 |
NONCURRENT LIABILITIES | ||
Notes payable, net of current portion | 36,670,680 | 51,048,219 |
Total noncurrent liabilities | 36,670,680 | 51,048,219 |
TOTAL LIABILITIES | 62,453,779 | 66,782,244 |
MEMBER'S EQUITY | 49,109,101 | 21,521,971 |
TOTAL LIABILITIES AND MEMBER'S EQUITY | $ 111,562,880 | $ 88,304,215 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OTHER (EXPENSE) INCOME | ||
NET INCOME | $ 34,171,193 | $ 5,873,743 |
Gemini Direct Investment LLC and Subsidiaries [Member] | ||
REVENUES | ||
Total revenues | 58,881,861 | 28,656,130 |
COST OF REVENUES | ||
Production costs | 5,480,536 | 2,403,463 |
Selling expenses | 1,537,939 | 852,111 |
Total cost of revenues | 7,018,475 | 3,255,574 |
GROSS PROFIT | 51,863,386 | 25,400,556 |
GENERAL AND ADMINISTRATIVE EXPENSES | 11,485,857 | 10,850,097 |
OPERATING INCOME | 40,377,529 | 14,550,459 |
OTHER (EXPENSE) INCOME | ||
Interest expense | (6,486,199) | (9,262,731) |
Interest and dividend income | 768,723 | 743,525 |
Net investment management fees | (488,860) | (157,510) |
Net other expense | (6,206,336) | (8,676,716) |
NET INCOME | 34,171,193 | 5,873,743 |
Gemini Direct Investment LLC and Subsidiaries [Member] | Auction Revenue [Member] | ||
REVENUES | ||
Total revenues | 53,390,987 | 24,990,479 |
Gemini Direct Investment LLC and Subsidiaries [Member] | Payment Processing Revenue [Member] | ||
REVENUES | ||
Total revenues | 250,000 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | Shipping Income [Member] | ||
REVENUES | ||
Total revenues | 2,070,379 | 612,126 |
Gemini Direct Investment LLC and Subsidiaries [Member] | Banner Advertising Revenue [Member] | ||
REVENUES | ||
Total revenues | 1,883,993 | 2,210,714 |
Gemini Direct Investment LLC and Subsidiaries [Member] | Product Sales [Member] | ||
REVENUES | ||
Total revenues | 798,839 | 353,105 |
Gemini Direct Investment LLC and Subsidiaries [Member] | Other Revenue [Member] | ||
REVENUES | ||
Total revenues | $ 737,663 | $ 239,706 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Member's Equity | USD ($) |
Beginning balance at Dec. 31, 2018 | $ 26,558,636 |
Contributed capital | 100 |
Distributions to member | (10,910,508) |
Net Income | 5,873,743 |
Ending balance at Dec. 31, 2019 | 21,521,971 |
Distributions to member | (6,584,063) |
Net Income | 34,171,193 |
Ending balance at Dec. 31, 2020 | $ 49,109,101 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 34,171,193 | $ 5,873,743 |
Gemini Direct Investment LLC and Subsidiaries [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | 34,171,193 | 5,873,743 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 1,986,050 | 2,005,743 |
Amortization of intangible assets | 8,416 | 33,415 |
Amortization of loan costs | 487,989 | 1,188,228 |
Changes in assets and liabilities: | ||
Accounts receivable | (4,553,069) | 220 |
Due from related parties | (8,261,947) | 28,088,371 |
Prepaid expenses | 3,864 | (38,348) |
Reserve account | (975,000) | |
Other assets | (64,047) | (57,444) |
Accounts payable and accrued expenses | 124,813 | 111,195 |
Accrued distributions | 1,714,415 | 383,020 |
Due to related parties | 1,657,155 | (543,000) |
Deferred rent | (11,632) | (8,650) |
Net cash provided by operating activities | 27,263,200 | 36,061,493 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capitalization of internally developed software | (1,200,007) | (1,409,423) |
Property, equipment and software purchases | (480,032) | (407,539) |
Sale of domain name, net | 335,000 | |
Proceeds from sales of investment securities, net | 3,849,092 | (46,248,438) |
Purchases of debt securities | (1,960,000) | |
Net cash provided by (used in) investing activities | 209,053 | (47,730,400) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from note payable, net of loan costs | 62,556,302 | |
Payments on note payable | (8,301,205) | (48,500,000) |
Redemption of convertible notes | (700,000) | |
Contributed capital contribution | 100 | |
Distributions to member | (6,584,063) | (10,910,508) |
Net cash (used in) provided by financing activities | (14,885,268) | 2,445,894 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 12,586,985 | (9,223,013) |
CASH AND CASH EQUIVALENTS AT: BEGINNING OF YEAR | 13,867,684 | 23,090,697 |
CASH AND CASH EQUIVALENTS AT: END OF YEAR | 26,454,669 | 13,867,684 |
SUPPLEMENTAL CASH FLOW DISCLOSURES | ||
Interest paid | $ 5,864,528 | $ 7,929,338 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Organization GB Investments, Inc. (GBI) was organized as a Delaware foreign profit company in June 2007. Until May 2019, GBI owned 100% of TVP Investments, LLC (TVP) and its wholly owned subsidiary, IA Tech, LLC and its wholly owned subsidiaries (IA Tech): 1) Media Lodge, Inc. (until May 2019) 2) Cloud Catalyst Technologies, LLC 3) GunBroker.com, LLC 4) S&T Logistics, LLC 5) Enthusiast Commerce, LLC 6) Outdoor Liquidators, LLC 7) RightFit Direct, LLC 8) Outsource Commerce, LLC As a condition precedent to Note Agreement B (as described further in Note 6), GBI restructured effective May 2019 with the following changes: 1) Gemini Direct Investments, LLC (GDI) was organized as a Nevada limited liability company and was established as the parent company of GBI. 2) GBI transferred its ownership in the net assets of TVP to GDI. 3) IA Tech transferred its ownership in the net assets of one of its subsidiaries, Media Lodge, Inc. to TVP. Effective May 2019, the restructuring resulted in GDI owning 100% of: 1) GBI and its wholly owned subsidiaries, 2) TVP and its wholly owned subsidiary, 3) Media Lodge, Inc. and its wholly owned subsidiary, GunUp Publishing, Inc. and 4) Media Lodge, LLC, 90% owned by Media Lodge, Inc. and 10% owned by S&T Logistics, LLC. In addition, GDI is 100% owner of GDI Air I, LLC and GDI Air II, LLC (collectively, GDI Air). These consolidated financial statements include the financial results of GDI and subsidiaries for the years ended December 31, 2020 and 2019 except for TVP, Media Lodge, Inc. and subsidiaries and GDI Air as described below. Principles of Consolidation The accompanying consolidated financial statements include the accounts of GDI and its wholly-owned subsidiaries: GBI, IA Tech, GunBroker.com, LLC (GunBroker), S&T Logistics, LLC, Cloud Catalyst Technologies, LLC, Enthusiast Commerce, LLC, Outdoor Liquidators, LLC, Outsource Commerce, LLC and RightFit Direct, LLC (henceforth collectively referred to as the Company). During 2020 and 2019, TVP, Media Lodge, Inc. and subsidiaries and GDI Air, wholly owned subsidiaries of GDI, were excluded from the consolidated financial statements. See GAAP Departure as further disclosed in Note 2. Media Lodge, Inc. filed for Chapter 11 bankruptcy in 2020. The Company is comprised of two main business services: An internet auction website and liquidation services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The consolidated financial statements of the Company are prepared under the accrual basis of accounting, in accordance with generally accepted accounting principles in the United States of America (GAAP) except as described below. Basis of Presentation The accompanying consolidated financial statements are being produced as part of a merger agreement of GDI and Ammo, Inc. For this purpose, the accompanying financial statements include the accounts of Gemini Direct Investments, LLC and all of its subsidiaries (excluding TVP Investments, LLC, Media Lodge, Inc., Media Lodge, LLC, GDI Air 1, LLC and GDI II, LLC). As a result, the significant intercompany balances and transactions of these entities have not been included in consolidation. The consolidation of these entities would impact the financial statements as follows: 2020 Increase 2019 Increase TOTAL ASSETS $ 4,394,463 $ 3,729,453 TOTAL LIABILITIES 5,201,315 2,692,029 TOTAL DEFICIT 4,407,523 921,172 TOTAL LIABILITIES AND DEFICIT $ 9,608,838 $ 3,613,201 NET LOSS $ 4,040,677 $ 1,279,678 NET CASH FLOWS $ 13,649,515 $ 4,892,879 Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include collectability of accounts receivable and depreciation of property and equipment. Actual results could differ from those estimates. Concentration of Credit Risk The Company maintains cash balances with several financial institutions which are insured by the Federal Deposit Insurance Corporation within statutory limits. At December 31, 2020 and 2019, the account balances exceeded the federally insured limit by approximately $25,989,000 and $13,506,000, respectively. Management believes no significant credit risk exists at December 31, 2020 and 2019, respectively. Revenue Recognition In May 2014, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In accordance with FASB ASU Topic 606, the Company adopted the new revenue recognition standard using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASU Topic 606 had no material impact to the Company’s financial statements. The Company applies the following five steps: 1. Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into a contract that has been approved and the parties are committed, (ii) each party’s rights are identified, (iii) payment terms are defined, (iv) the contract has commercial substance and (v) collection is probable. 2. Identify the performance obligations in the contract: A performance obligation is identified as a promised good or service that is both distinct, meaning the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and are distinct in the context of the contract, meaning the transfer of the good or service is separately identifiable from other promises in the contract. If multiple goods or services are promised within a contract, the Company applies judgment to determine whether those promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a single performance obligation. 3. Determine the transaction price: The transaction price is the amount of consideration the Company is entitled to receive in exchange for transferring goods or services to customers. The transaction price includes only those amounts to which the company has enforceable rights under the present contract. The Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocate the transaction price to performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. If multiple distinct performance obligations are identified within a single contract, the transaction price must be allocated to each separate performance obligation based on the relative stand-alone selling prices of the goods or services in the contract. The best evidence of stand-alone selling prices is the price a company charges for that good or service when the company sells it separately in similar circumstances to similar customers. However, if the goods or services are not sold separately or are only sold separately infrequently or with widely varying prices then the stand-alone selling price is estimated using either the expected cost plus a reasonable margin, an assessment of market prices for similar goods or services or the residual approach. 5. Recognize revenue when or as the Company satisfies a performance obligation: The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied through the transferring of the promised good or service to the customer. The Company recognizes revenue as follows: Auction Revenue: Payment Processing Revenue: Shipping Income: Banner Advertising Campaign Revenue: Product Sales: Identity Verification: Recent Accounting Pronouncements In February 2016 the FASB issued ASU 2016-02, Leases - On January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall : Recognition and Measurement of Financial Assets and Financial Liabilities. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. Fair Value of Financial Instruments Financial instruments, primarily cash, receivables, accounts payable and notes payable are reported at values which the Company believes are not significantly different from fair values. The Company believes no significant credit risk exists with respect to any of its financial instruments at December 31, 2020 and 2019, respectively. Investment Securities In accordance with FASB Accounting Standards Codification (ASC) Topic 320, Investments – Debt Securities Investments – Equity Securities, Debt securities classified to be held to maturity are stated at cost. The Company has the positive intent and ability to hold these securities to maturity. Other investment securities are carried at fair value with dividend and interest income reflected in net income for the years ended December 31, 2020 and 2019. The Company has invested in securities in the form of money market funds, mutual funds and limited partnership interests. Fair Value Measurement The Company follows the guidance in FASB ASC Topic 820, Fair Value Measurement, Level 1 inputs Level 2 inputs Level 3 inputs The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Depreciation and Amortization Depreciation and amortization of property and equipment are calculated on the straight-line method over the assets’ estimated useful lives. The estimated useful lives of the property and equipment range from three to seven years. Advertising Costs The Company expenses advertising costs as incurred. These costs were approximately $375,000 and $190,000 for the years ended December 31, 2020 and 2019, respectively. Software Development Costs In accordance with FASB ASC 350, Intangibles – Goodwill and Other Subtopic (350-40): Internal Use Software Allowance for Doubtful Accounts Management reviews historical experience, the status of accounts receivable, and an analysis of possible bad debts to determine an allowance for doubtful accounts. Accounts are generally considered past due after 60 days. Receivables are written off based on individual credit evaluation and specific circumstances of the customer if considered necessary. As of December 31, 2020 and 2019, the Company had recorded an allowance for doubtful accounts of $1,095,176 and $660,126, respectively. Loan Costs In accordance with FASB ASU 2015-03, Interest - Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs Loan closing costs are capitalized and amortized using the straight-line method over the life of the related loan, which approximates the effective interest method. Intangible Assets In accordance with accounting standards regarding business combinations and accounting for intangibles including FASB ASC 805, Business Combinations Intangibles-Goodwill and Other, Income Taxes GDI and all of its subsidiaries, except for GBI, are single member limited liability companies and are disregarded for federal, state and local income tax purposes. GBI is a corporation and has elected to be treated as a Qualified Subchapter S Corporation for federal income tax purposes. As a result, income or losses of the Company are reported and taxed on the personal income tax return of the member. The Internal Revenue Service (IRS) began an examination of the GBI federal income tax returns for 2018 in the third quarter of 2020. As of December 31, 2020, the Company cannot reasonably estimate when the examination will be completed or if any material adjustments will be proposed by the IRS. As of December 31, 2020, management believes there are no uncertain tax positions as defined by FASB ASC 740, Income Taxes Included in distributions for the year ended December 31, 2020 and 2019, is approximately $15,102,000 and $4,322,000, respectively, related to GDI’s estimated income tax payments. Events Occurring After Report Date The Company has evaluated events and transactions that occurred between December 31, 2020 and April 8, 2021, which is the date that the consolidated financial statements were available to be issued, for possible recognition or disclosure in the consolidated financial statements. See Note 10. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Investments | 3. INVESTMENTS The Company’s debt securities of $1,960,000 are to be held to maturity. In accordance with ASU 2016-01 discussed in Note 2, these financial instruments are measured at amortized cost at December 31, 2020. Other investment securities are valued at fair value. Fair value is not indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following is a description of the valuation methodologies used for assets measured at fair value at December 31, 2020 and 2019: Money market funds: Mutual funds: Limited partnership interests: All investments held are domestic. The following tables present the investments subject to fair value measurement by valuation hierarchy level: Fair value measurements as of December 31,2020 Total Level 1 Level 2 Level 3 Investment Money market fund $ 7,046,201 $ 7,046,201 $ - $ - Mutual funds 6,007,907 6,007,907 - - Limited partnerships 845,238 - - 845,238 Other investments 10,000 10,000 - - $ 13,909,346 $ 13,064,108 $ - $ 845,238 Fair value measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Investment Money market fund $ 17,748,438 $ 17,748,438 $ - $ - Other investments 10,000 10,000 - - $ 17,758,438 $ 17,758,438 $ - $ - T he following table sets forth a summary of changes in the fair value of the Plan’s Level 3 investment assets for the year ended December 31, 2020: Limited Partnerships BALANCE, BEGINNING OF YEAR $ - Realized and unrealized gains, net - Issuances and settlements, net 845,238 BALANCE, END OF YEAR $ 845,238 During 2020 the Company invested $200,000 in subscription agreements with a Georgia state bank which represents 20,000 shares at $10 per share and 5,000 shareholder warrants. Each shareholder warrant is exercisable to acquire one share of common stock for an exercise price of $10 per share. Each shareholder warrant is transferable and expires on the fifth anniversary of the date that the bank opens for business, subject to earlier call for exercise after the third anniversary of the date that the bank opens for business by the bank’s board of directors. During 2020 the Company invested $645,238 in subscription agreements with a limited partnership. The Company’s total capital contribution commitment is $1,450,000. During 2020 the Company purchased an interest in a term loan for $2,000,000 less a 2% closing fee of $40,000. The investment accrues interest at a rate of $20,000 per month. The balance is due in March 2021. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Property and Equipment | 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2020 and 2019 2020 2019 PROPERTY AND EQUIPMENT Software $ 14,758,077 $ 13,498,355 Mobile app 539,325 539,325 Equipment 1,726,296 1,577,563 Backup data center 607,825 607,825 Furniture and fixtures 663,838 663,838 Website design 2,527,138 2,254,497 Advanced retail segmentation 99,912 99,912 Fixed asset in progress 32,334 33,395 20,954,745 19,274,710 Less: accumulated depreciation (15,124,413 ) (13,138,367 ) NET PROPERTY AND EQUIPMENT $ 5,830,332 $ 6,136,343 Depreciation and amortization expense was $1,986,050 and $2,005,743 for the years ended December 31, 2020 and 2019, respectively. These amounts include amortization of capitalized software development costs as described in Note 2. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Intangible Assets | 5. INTANGIBLE ASSETS In December 2015 and 2014 the Company entered into agreements to purchase domain names for $84,159 and $600,000, respectively. In accordance with FASB ASC 350, intangible assets with finite lives are amortized over the estimated useful life. The estimated useful life of the domain names is ten years. During 2019, the Company sold the domain name (originally purchased for $600,000) for $335,000, which was the net book value at the date of sale. Amortization expense incurred during 2020 and 2019 was $8,416 and $33,415, respectively. Accumulated amortization at December 31, 2020 and 2019, was $45,163 and $36,747, respectively. Estimated amortization expense for intangible assets is as follows: For the Years Ending December 31, Amount 2021 $ 8,695 2022 8,695 2023 8,695 2024 8,695 2025 4,216 Total $ 38,996 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Debt | 6. DEBT During 2016 the Company entered into a note payable agreement (Note Agreement A) with a financial institution dated June 27, 2016 which provided the Company with $30,000,000 and bore interest at a rate of 12% or LIBOR plus 11%, whichever was greater. During 2018, the Company amended Note Agreement A to include an additional financial institution and entered into another note payable agreement to borrow an additional $15,000,000. Accrued interest-only payments were payable: (i) monthly in arrears on the first business day of each following month; and (ii) at any time after the occurrence of an event of default as defined by Note Agreement A. The note was paid in full during 2019. During 2019 the Company entered into a note payable agreement which provided the Company with $1,811,850 and bore interest at a rate of 4.75%. The note was fully paid during 2019. Total interest expense recorded during 2019 on this note was $49,154. During 2019 the Company entered into a note payable agreement (Note Agreement B) with a financial institution dated May 31, 2019 which provided the Company with $65,000,000 and bears interest at a rate of 8% plus the greater of 90-day LIBOR or 2% (10% at December 31, 2020). The 90-day LIBOR resets every 90 days. Payments on Note Agreement B are payable as follows: (i) fixed quarterly payments of $1,750,000; and (ii) an annual variable prepayment equal to 75% of the prior fiscal year free cash flow as defined by Note Agreement B. The note matures May 31, 2024 and is due and payable in full on the earlier of the maturity date or upon the occurrence of an event of default as defined by Note Agreement B. The note is collateralized by all of the Company’s consolidated assets. The note payable balance as of December 31, 2020 and 2019 is as follows: 2020 2019 Note payable with financial institution, maturing May 2024 $ 53,198,795 $ 61,500,000 Less current portion (14,865,487 ) (8,301,164 ) Long-term portion 38,333,308 53,198,836 Less unamortized portion of loan costs (1,662,628 ) (2,150,617 ) $ 36,670,680 $ 51,048,219 As of December 31, 2020 and 2019, the gross carrying amount of loan costs was $2,443,699. Accumulated amortization amounted to $781,071 and $293,082 at December 31, 2020 and 2019, respectively. Amortization expense was $487,989 and $1,188,228 for the years ended December 31, 2020 and 2019, respectively, and is included in interest expense. The Company must comply with certain covenants as defined in the debt agreement. As of December 31, 2020, the Company was in compliance with these covenants. Subordinated Convertible Notes During 2011 IA Tech issued a Private Placement Memorandum to accredited investors for the purchase of convertible notes with a maximum offering of $4,000,000 and no minimum offering. During 2012 the Company began entering into subscription agreements with certain accredited investors. As of December 31, 2020, and 2019, there were no receipts through subscription agreements to acquire convertible notes still to be redeemed. During 2019, the Company redeemed the remaining $700,000 of the convertible notes. The interest rate on the convertible notes was 8% per annum. For every $100,000 invested to purchase convertible notes, the Company also issued the investor five-year warrants to acquire 4,000 of the Company’s shares at an exercise price of $5.00 per share. From 2012 through 2014 a total of 70,000 warrants were issued to investors at a de minimus value. There were no warrants outstanding at December 31, 2020 and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES The Company leases its office facilities and a condo under non-cancelable operating leases that expire at various dates through 2024. In the normal course of business, it is expected that these leases will be renewed or replaced with agreements under similar terms. Lease expense amounted to $284,021 and $282,302 for the years ended December 31, 2020 and 2019, respectively. Future commitments are as follows: For the Years Ending December 31, 2021 $ 257,550 2022 265,283 2023 582,197 2024 133,458 Total $ 1,238,488 In the ordinary course of business, the Company may from time-to-time be involved in various pending or threatened legal actions. The Company has a reserve account of $975,000 as of December 31, 2020 and 2019 related to a contract customer dispute. Management is of the opinion that there is no significant exposure as of the date of this report. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Retirement Plan | 8. RETIREMENT PLAN The Parent Company sponsors a 401(k) Plan. Employees are eligible to participate upon completion of six months of service. Employees may make elective deferrals up to statutory limits. The Company makes a safe-harbor contribution for each participant of 3% and has the option to make a discretionary contribution as well. For the year ended December 31, 2020 and 2019, Company contributions to the Plan totaled $64,306 and $49,628, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS During 2019, the Company sold a domain name to a related party. See Note 5. The Company has various related party receivables and payables. As of December 31, 2020 and 2019, related party receivables totaled $26,348,722 and $18,086,825, respectively. As of December 31, 2020 and 2019, related party payables totaled $7,574,978 and $5,917,823, respectively. Related party receivables are due to the Company from related entities as follows: 2020 2019 TVP $ 1,564,413 $ 431,676 Media Lodge, Inc. 1,578,389 456,500 Reserve for receivables from Media Lodge, Inc. (1,334,662 ) (531,468 ) Media Lodge, LLC 242,746 829,193 GDI Air 1,928,725 1,757,725 Other related parties 22,369,161 15,143,199 $ 26,348,772 $ 18,086,825 The majority of receivables from Media Lodge, Inc. have been reserved due to its Chapter 11 bankruptcy filing. No related party payables are due to unconsolidated subsidiaries. During 2016, the Company entered into a note receivable agreement with a related party for $28,500,000. The note accrues interest at 1.9% per year. Interest payments are due annually at each anniversary date, and principal is due at maturity on August 23, 2036. The Company recorded interest income of approximately $542,000 during 2020 and 2019, respectively. In 2013, GBI contributed $250,000 in the initial setup of a micro captive on behalf of the member. The Company paid premiums on behalf of related entities to the micro captive. Premiums totaled $1,087,070 and $1,081,626 for years ended 2020 and 2019, respectively. These premiums have been allocated as expenses to the related entities. At December 31, 2020 and 2019, receivables related to payments made to the micro captive on behalf of other entities were $5,510,033 and $4,957,157, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Subsequent Events | 10. SUBSEQUENT EVENTS On April 30, 2021, GDI executed an agreement to merge with Ammo, Inc. (Ammo) and SpeedLight Group, I, LLC (SpeedLight), a wholly owned subsidiary of Ammo. As a result of the completion of the arrangement, the separate existence of GDI will cease and Ammo will continue its existence as the surviving company in the merger. The purchase included cash and stock in the surviving company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) - Gemini Direct Investment LLC and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Accounting | Basis of Accounting The consolidated financial statements of the Company are prepared under the accrual basis of accounting, in accordance with generally accepted accounting principles in the United States of America (GAAP) except as described below. |
Basis of presentation | Basis of Presentation The accompanying consolidated financial statements are being produced as part of a merger agreement of GDI and Ammo, Inc. For this purpose, the accompanying financial statements include the accounts of Gemini Direct Investments, LLC and all of its subsidiaries (excluding TVP Investments, LLC, Media Lodge, Inc., Media Lodge, LLC, GDI Air 1, LLC and GDI II, LLC). As a result, the significant intercompany balances and transactions of these entities have not been included in consolidation. The consolidation of these entities would impact the financial statements as follows: 2020 Increase 2019 Increase TOTAL ASSETS $ 4,394,463 $ 3,729,453 TOTAL LIABILITIES 5,201,315 2,692,029 TOTAL DEFICIT 4,407,523 921,172 TOTAL LIABILITIES AND DEFICIT $ 9,608,838 $ 3,613,201 NET LOSS $ 4,040,677 $ 1,279,678 NET CASH FLOWS $ 13,649,515 $ 4,892,879 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include collectability of accounts receivable and depreciation of property and equipment. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances with several financial institutions which are insured by the Federal Deposit Insurance Corporation within statutory limits. At December 31, 2020 and 2019, the account balances exceeded the federally insured limit by approximately $25,989,000 and $13,506,000, respectively. Management believes no significant credit risk exists at December 31, 2020 and 2019, respectively. |
Revenue Recognition | Revenue Recognition In May 2014, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In accordance with FASB ASU Topic 606, the Company adopted the new revenue recognition standard using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASU Topic 606 had no material impact to the Company’s financial statements. The Company applies the following five steps: 1. Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into a contract that has been approved and the parties are committed, (ii) each party’s rights are identified, (iii) payment terms are defined, (iv) the contract has commercial substance and (v) collection is probable. 2. Identify the performance obligations in the contract: A performance obligation is identified as a promised good or service that is both distinct, meaning the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and are distinct in the context of the contract, meaning the transfer of the good or service is separately identifiable from other promises in the contract. If multiple goods or services are promised within a contract, the Company applies judgment to determine whether those promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a single performance obligation. 3. Determine the transaction price: The transaction price is the amount of consideration the Company is entitled to receive in exchange for transferring goods or services to customers. The transaction price includes only those amounts to which the company has enforceable rights under the present contract. The Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocate the transaction price to performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. If multiple distinct performance obligations are identified within a single contract, the transaction price must be allocated to each separate performance obligation based on the relative stand-alone selling prices of the goods or services in the contract. The best evidence of stand-alone selling prices is the price a company charges for that good or service when the company sells it separately in similar circumstances to similar customers. However, if the goods or services are not sold separately or are only sold separately infrequently or with widely varying prices then the stand-alone selling price is estimated using either the expected cost plus a reasonable margin, an assessment of market prices for similar goods or services or the residual approach. 5. Recognize revenue when or as the Company satisfies a performance obligation: The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied through the transferring of the promised good or service to the customer. The Company recognizes revenue as follows: Auction Revenue: Payment Processing Revenue: Shipping Income: Banner Advertising Campaign Revenue: Product Sales: Identity Verification: |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016 the FASB issued ASU 2016-02, Leases - On January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall : Recognition and Measurement of Financial Assets and Financial Liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments, primarily cash, receivables, accounts payable and notes payable are reported at values which the Company believes are not significantly different from fair values. The Company believes no significant credit risk exists with respect to any of its financial instruments at December 31, 2020 and 2019, respectively. |
Investment Securities | Investment Securities In accordance with FASB Accounting Standards Codification (ASC) Topic 320, Investments – Debt Securities Investments – Equity Securities, Debt securities classified to be held to maturity are stated at cost. The Company has the positive intent and ability to hold these securities to maturity. Other investment securities are carried at fair value with dividend and interest income reflected in net income for the years ended December 31, 2020 and 2019. The Company has invested in securities in the form of money market funds, mutual funds and limited partnership interests. |
Fair Value Measurement | Fair Value Measurement The Company follows the guidance in FASB ASC Topic 820, Fair Value Measurement, Level 1 inputs Level 2 inputs Level 3 inputs The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization of property and equipment are calculated on the straight-line method over the assets’ estimated useful lives. The estimated useful lives of the property and equipment range from three to seven years. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. These costs were approximately $375,000 and $190,000 for the years ended December 31, 2020 and 2019, respectively. |
Software Development Costs | Software Development Costs In accordance with FASB ASC 350, Intangibles – Goodwill and Other Subtopic (350-40): Internal Use Software |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Management reviews historical experience, the status of accounts receivable, and an analysis of possible bad debts to determine an allowance for doubtful accounts. Accounts are generally considered past due after 60 days. Receivables are written off based on individual credit evaluation and specific circumstances of the customer if considered necessary. As of December 31, 2020 and 2019, the Company had recorded an allowance for doubtful accounts of $1,095,176 and $660,126, respectively. |
Loan Costs | Loan Costs In accordance with FASB ASU 2015-03, Interest - Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs Loan closing costs are capitalized and amortized using the straight-line method over the life of the related loan, which approximates the effective interest method. |
Intangible Assets | Intangible Assets In accordance with accounting standards regarding business combinations and accounting for intangibles including FASB ASC 805, Business Combinations Intangibles-Goodwill and Other, |
Income Taxes | Income Taxes GDI and all of its subsidiaries, except for GBI, are single member limited liability companies and are disregarded for federal, state and local income tax purposes. GBI is a corporation and has elected to be treated as a Qualified Subchapter S Corporation for federal income tax purposes. As a result, income or losses of the Company are reported and taxed on the personal income tax return of the member. The Internal Revenue Service (IRS) began an examination of the GBI federal income tax returns for 2018 in the third quarter of 2020. As of December 31, 2020, the Company cannot reasonably estimate when the examination will be completed or if any material adjustments will be proposed by the IRS. As of December 31, 2020, management believes there are no uncertain tax positions as defined by FASB ASC 740, Income Taxes Included in distributions for the year ended December 31, 2020 and 2019, is approximately $15,102,000 and $4,322,000, respectively, related to GDI’s estimated income tax payments. |
Events Occurring After Report Date | Events Occurring After Report Date The Company has evaluated events and transactions that occurred between December 31, 2020 and April 8, 2021, which is the date that the consolidated financial statements were available to be issued, for possible recognition or disclosure in the consolidated financial statements. See Note 10. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Impact in Financial Statements | The consolidation of these entities would impact the financial statements as follows: 2020 Increase 2019 Increase TOTAL ASSETS $ 4,394,463 $ 3,729,453 TOTAL LIABILITIES 5,201,315 2,692,029 TOTAL DEFICIT 4,407,523 921,172 TOTAL LIABILITIES AND DEFICIT $ 9,608,838 $ 3,613,201 NET LOSS $ 4,040,677 $ 1,279,678 NET CASH FLOWS $ 13,649,515 $ 4,892,879 |
Investments (Tables)
Investments (Tables) - Gemini Direct Investment LLC and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Fair Value Measurement Investments | The following tables present the investments subject to fair value measurement by valuation hierarchy level: Fair value measurements as of December 31,2020 Total Level 1 Level 2 Level 3 Investment Money market fund $ 7,046,201 $ 7,046,201 $ - $ - Mutual funds 6,007,907 6,007,907 - - Limited partnerships 845,238 - - 845,238 Other investments 10,000 10,000 - - $ 13,909,346 $ 13,064,108 $ - $ 845,238 Fair value measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Investment Money market fund $ 17,748,438 $ 17,748,438 $ - $ - Other investments 10,000 10,000 - - $ 17,758,438 $ 17,758,438 $ - $ - |
Schedule of Investments | T he following table sets forth a summary of changes in the fair value of the Plan’s Level 3 investment assets for the year ended December 31, 2020: Limited Partnerships BALANCE, BEGINNING OF YEAR $ - Realized and unrealized gains, net - Issuances and settlements, net 845,238 BALANCE, END OF YEAR $ 845,238 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Property and Equipment | Property and equipment consists of the following at December 31, 2020 and 2019 2020 2019 PROPERTY AND EQUIPMENT Software $ 14,758,077 $ 13,498,355 Mobile app 539,325 539,325 Equipment 1,726,296 1,577,563 Backup data center 607,825 607,825 Furniture and fixtures 663,838 663,838 Website design 2,527,138 2,254,497 Advanced retail segmentation 99,912 99,912 Fixed asset in progress 32,334 33,395 20,954,745 19,274,710 Less: accumulated depreciation (15,124,413 ) (13,138,367 ) NET PROPERTY AND EQUIPMENT $ 5,830,332 $ 6,136,343 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Estimated Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets is as follows: For the Years Ending December 31, Amount 2021 $ 8,695 2022 8,695 2023 8,695 2024 8,695 2025 4,216 Total $ 38,996 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Debt | The note payable balance as of December 31, 2020 and 2019 is as follows: 2020 2019 Note payable with financial institution, maturing May 2024 $ 53,198,795 $ 61,500,000 Less current portion (14,865,487 ) (8,301,164 ) Long-term portion 38,333,308 53,198,836 Less unamortized portion of loan costs (1,662,628 ) (2,150,617 ) $ 36,670,680 $ 51,048,219 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Future Commitments | Future commitments are as follows: For the Years Ending December 31, 2021 $ 257,550 2022 265,283 2023 582,197 2024 133,458 Total $ 1,238,488 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |
Schedule of Related Party Transactions | Related party receivables are due to the Company from related entities as follows: 2020 2019 TVP $ 1,564,413 $ 431,676 Media Lodge, Inc. 1,578,389 456,500 Reserve for receivables from Media Lodge, Inc. (1,334,662 ) (531,468 ) Media Lodge, LLC 242,746 829,193 GDI Air 1,928,725 1,757,725 Other related parties 22,369,161 15,143,199 $ 26,348,772 $ 18,086,825 |
Description of Business (Detail
Description of Business (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] | May 01, 2019 | Apr. 30, 2019 |
TVP Investments, LLC and Subsidiary [Member] | ||
Minority interest parent | 100.00% | |
GDI Air [Member] | ||
Minority interest parent | 100.00% | |
Media Lodge, Inc [Member] | ||
Minority interest parent | 90.00% | |
S&T Logistics, LLC [Member] | ||
Minority interest noncontrolling owners | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Exceeded federally insured limit | $ 25,989,000 | $ 13,506,000 |
Advertising costs | 375,000 | 190,000 |
Software development costs | 1,200,007 | 1,409,423 |
Amortization of capitalized software development costs | 1,347,186 | 1,275,655 |
Allowance for doubtful accounts | 1,095,176 | 660,126 |
Impairment losses related to the goodwill | ||
Income tax payments | $ 15,102,000 | $ 4,322,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Impact in Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
TOTAL DEFICIT | $ 49,109,101 | $ 21,521,971 | $ 26,558,636 |
NET LOSS | 34,171,193 | 5,873,743 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | |||
TOTAL ASSETS | 111,562,880 | 88,304,215 | |
TOTAL LIABILITIES | 62,453,779 | 66,782,244 | |
TOTAL DEFICIT | 49,109,101 | 21,521,971 | |
TOTAL LIABILITIES AND DEFICIT | 111,562,880 | 88,304,215 | |
NET LOSS | 34,171,193 | 5,873,743 | |
NET CASH FLOWS | 12,586,985 | (9,223,013) | |
Gemini Direct Investment LLC and Subsidiaries [Member] | Increase [Member] | |||
TOTAL ASSETS | 4,394,463 | 3,729,453 | |
TOTAL LIABILITIES | 5,201,315 | 2,692,029 | |
TOTAL DEFICIT | 4,407,523 | 921,172 | |
TOTAL LIABILITIES AND DEFICIT | 9,608,838 | 3,613,201 | |
NET LOSS | 4,040,677 | 1,279,678 | |
NET CASH FLOWS | $ 13,649,515 | $ 4,892,879 |
Investments (Details Narrative)
Investments (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Held to maturity debt securities | $ 1,960,000 | |
Investment | 13,909,346 | $ 17,758,438 |
Term loan amount | 2,000,000 | |
Closing fee | 40,000 | |
Accrued interest rate | $ 20,000 | |
Loan due | Mar. 31, 2021 | |
Description of loan | Company purchased an interest in a term loan for $2,000,000 less a 2% closing fee of $40,000. | |
Limited Partnership [Member] | ||
Investment | $ 845,238 | |
Subscription Agreements [Member] | ||
Shareholder warrants | 4,000 | |
Exercise price of warrants | $ 5 | |
Subscription Agreements [Member] | Limited Partnership [Member] | ||
Investment | 645,238 | |
Capital contribution commitment | 1,450,000 | |
Subscription Agreements [Member] | Georgia State Bank [Member] | ||
Investment | $ 200,000 | |
Shares issued during the period, shares | 20,000 | |
Price per share | $ 10 | |
Shareholder warrants | 5,000 | |
Exercise price of warrants | $ 10 |
Investments - Schedule of Fair
Investments - Schedule of Fair Value Measurement Investments (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Investment | $ 13,909,346 | $ 17,758,438 |
Limited Partnership [Member] | ||
Investment | 845,238 | |
Money Market Fund [Member] | ||
Investment | 7,046,201 | 17,748,438 |
Mutual Funds [Member] | ||
Investment | 6,007,907 | |
Other Investments [Member] | ||
Investment | 10,000 | 10,000 |
Level 1 [Member] | ||
Investment | 13,064,108 | 17,758,438 |
Level 1 [Member] | Limited Partnership [Member] | ||
Investment | ||
Level 1 [Member] | Money Market Fund [Member] | ||
Investment | 7,046,201 | 17,748,438 |
Level 1 [Member] | Mutual Funds [Member] | ||
Investment | 6,007,907 | |
Level 1 [Member] | Other Investments [Member] | ||
Investment | 10,000 | 10,000 |
Level 2 [Member] | ||
Investment | ||
Level 2 [Member] | Limited Partnership [Member] | ||
Investment | ||
Level 2 [Member] | Money Market Fund [Member] | ||
Investment | ||
Level 2 [Member] | Mutual Funds [Member] | ||
Investment | ||
Level 2 [Member] | Other Investments [Member] | ||
Investment | ||
Level 3 [Member] | ||
Investment | 845,238 | |
Level 3 [Member] | Limited Partnership [Member] | ||
Investment | 845,238 | |
Level 3 [Member] | Money Market Fund [Member] | ||
Investment | ||
Level 3 [Member] | Mutual Funds [Member] | ||
Investment | ||
Level 3 [Member] | Other Investments [Member] | ||
Investment |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
BALANCE, BEGINNING OF YEAR | $ 17,758,438 |
BALANCE, END OF YEAR | 13,909,346 |
Limited Partnership [Member] | |
BALANCE, END OF YEAR | 845,238 |
Level 3 [Member] | |
BALANCE, BEGINNING OF YEAR | |
BALANCE, END OF YEAR | 845,238 |
Level 3 [Member] | Limited Partnership [Member] | |
BALANCE, BEGINNING OF YEAR | |
Realized and unrealized gains, net | |
Issuances and settlements, net | 845,238 |
BALANCE, END OF YEAR | $ 845,238 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gemini Direct Investment LLC and Subsidiaries [Member] | ||
Depreciation and amortization expense | $ 1,986,050 | $ 2,005,743 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
PROPERTY AND EQUIPMENT | $ 20,954,745 | $ 19,274,710 |
Less: accumulated depreciation | (15,124,413) | (13,138,367) |
NET PROPERTY AND EQUIPMENT | 5,830,332 | 6,136,343 |
Software [Member] | ||
PROPERTY AND EQUIPMENT | 14,758,077 | 13,498,355 |
Mobile App [Member] | ||
PROPERTY AND EQUIPMENT | 539,325 | 539,325 |
Equipment [Member] | ||
PROPERTY AND EQUIPMENT | 1,726,296 | 1,577,563 |
Backup Data Center [Member] | ||
PROPERTY AND EQUIPMENT | 607,825 | 607,825 |
Furniture and Fixtures [Member] | ||
PROPERTY AND EQUIPMENT | 663,838 | 663,838 |
Website Design [Member] | ||
PROPERTY AND EQUIPMENT | 2,527,138 | 2,254,497 |
Advanced Retail Segmentation [Member] | ||
PROPERTY AND EQUIPMENT | 99,912 | 99,912 |
Fixed Asset in Progress [Member] | ||
PROPERTY AND EQUIPMENT | $ 32,334 | $ 33,395 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Dec. 31, 2014 | |
Payments to purchase intangible assets | $ 1,200,007 | $ 1,409,423 | ||
Sale of domain name, net | 335,000 | |||
Amortization expense | 8,416 | 33,415 | ||
Accumulated amortization | $ 45,163 | $ 36,747 | ||
Domain Names [Member] | ||||
Payments to purchase intangible assets | $ 84,159 | $ 600,000 | ||
Estimated useful life | 10 years | |||
Sale of domain name, net | $ 335,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 8,695 | |
2022 | 8,695 | |
2023 | 8,695 | |
2024 | 8,695 | |
2025 | 4,216 | |
Total | $ 38,996 | $ 47,412 |
Debt (Details Narrative)
Debt (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2014 | |
Notes payable | $ 2,000,000 | ||||
Loan costs | 2,443,699 | $ 2,443,699 | |||
Accumulated amortization | 781,071 | 293,082 | |||
Amortization expense | 487,989 | $ 1,188,228 | |||
Private Placement [Member] | Accredited Investors [Member] | Maximum [Member] | |||||
Convertible notes | $ 4,000,000 | ||||
Note Agreement A [Member] | |||||
Notes payable | $ 30,000,000 | $ 15,000,000 | |||
Interest rate | 12.00% | ||||
Debt payment description | Accrued interest-only payments were payable:(i) monthly in arrears on the first business day of each following month; and(ii) at any time after the occurrence of an event of default as defined by Note Agreement A. | ||||
Note Agreement A [Member] | LIBOR [Member] | |||||
Interest rate | 11.00% | ||||
Note Agreement A [Member] | 90-Day LIBOR [Member] | |||||
Interest rate | 10.00% | 2.00% | |||
Note Agreement [Member] | |||||
Notes payable | $ 1,811,850 | ||||
Interest rate | 4.75% | ||||
Interest expense | $ 49,154 | ||||
Note Agreement B [Member] | |||||
Notes payable | $ 65,000,000 | ||||
Interest rate | 8.00% | ||||
Debt payment description | Payments on Note Agreement B are payable as follows:(i) fixed quarterly payments of $1,750,000; and(ii) an annual variable prepayment equal to 75% of the prior fiscal year free cash flow as defined by Note Agreement B. | ||||
Subscription Agreements [Member] | |||||
Interest rate | 8.00% | ||||
Convertible notes | $ 100,000 | ||||
Redeemed convertible notes | $ 700,000 | ||||
Warrant term | 5 years | ||||
Warrants to acquire common shares | 4,000 | ||||
Warrant exercise price | $ 5 | ||||
Subscription Agreements [Member] | Accredited Investors [Member] | |||||
Warrants issued | 70,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Note payable with financial institution, maturing May 2024 | $ 53,198,795 | $ 61,500,000 |
Less current portion | (14,865,487) | (8,301,164) |
Long-term portion | 36,670,680 | 51,048,219 |
Less unamortized portion of loan costs | $ (1,662,628) | (2,150,617) |
Note payable | $ 51,048,219 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease expense | $ 284,021 | $ 282,302 |
Reserve account | $ 975,000 | $ 975,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Commitments (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] | Dec. 31, 2020USD ($) |
2021 | $ 257,550 |
2022 | 265,283 |
2023 | 582,197 |
2024 | 133,458 |
Total | $ 1,238,488 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contribution description | The Company makes a safe-harbor contribution for each participant of 3% and has the option to make a discretionary contribution as well. | |
Contribution amount | $ 64,306 | $ 49,628 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2013 | |
Due from related parties | $ 26,348,772 | $ 18,086,825 | ||
Due to related parties | 7,574,978 | 5,917,823 | ||
Note receivable | $ 28,500,000 | 28,500,000 | ||
Debt maturity date | Mar. 31, 2021 | |||
Interets income | $ 542,000 | 542,000 | ||
Related Party [Member] | ||||
Note receivable | $ 28,500,000 | |||
Interest rate | 1.90% | |||
Debt maturity date | Aug. 23, 2036 | |||
Micro Captive [Member] | ||||
Due to related parties | $ 250,000 | |||
Payment of premium to related party | 1,087,070 | 1,081,626 | ||
Payments to related party | $ 5,510,033 | $ 4,957,157 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - Gemini Direct Investment LLC and Subsidiaries [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related party receivables | $ 26,348,772 | $ 18,086,825 |
TVP Investments, LLC [Member] | ||
Related party receivables | 1,564,413 | 431,676 |
Media Lodge, Inc [Member] | ||
Related party receivables | 1,578,389 | 456,500 |
Media Lodge, Inc [Member] | ||
Related party receivables | (1,334,662) | (531,468) |
Media Lodge, LLC [Member] | ||
Related party receivables | 242,746 | 829,193 |
GDI Air [Member] | ||
Related party receivables | 1,928,725 | 1,757,725 |
Other Related Parties [Member] | ||
Related party receivables | $ 22,369,161 | $ 15,143,199 |