Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jul. 02, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | FaceBank Group, Inc. | |
Entity Central Index Key | 0001484769 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,684,136 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 81 | $ 7,624 |
Accounts receivable, net | 8,904 | |
Notes Receivable - FuboTV | 10,000 | |
Inventory | 49 | |
Prepaid expenses | 130 | 1,396 |
Total current assets | 10,211 | 17,973 |
Property and equipment, net | 335 | |
Deposits | 24 | 24 |
Investment in Nexway at fair value | 2,374 | |
Financial assets at fair value | 1,965 | 1,965 |
Intangible assets | 111,459 | 116,646 |
Goodwill | 148,054 | 148,054 |
Right-of-use assets | 37 | 3,519 |
Total assets | 274,124 | 288,516 |
Current liabilities | ||
Accounts payable | 3,406 | 36,373 |
Accrued expenses | 4,337 | 20,402 |
Due to related parties | 305 | 665 |
Notes payable, net of discount | 5,207 | 4,090 |
Notes payable - related parties | 446 | 368 |
Convertible notes, net of $945 and $456 discount as of March 31, 2020 and December 31, 2019, respectively | 1,962 | 1,358 |
Shares settled liability for intangible asset | 1,000 | |
Shares settled liability for note payable | 7,515 | |
Profit share liability | 1,971 | 1,971 |
Warrant liability - subsidiary | 39 | 24 |
Warrant liability | 15,987 | |
Derivative liability | 389 | 376 |
Current portion of lease liability | 37 | 815 |
Total current liabilities | 41,601 | 67,442 |
Deferred income taxes | 28,679 | 30,879 |
Other long-term liabilities | 1 | 41 |
Lease liability | 2,705 | |
Long term borrowings | 55,130 | 43,982 |
Total liabilities | 125,411 | 145,049 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 456,000 and 456,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $463 and $462 as of March 31, 2020 and December 31, 2019, respectively | 463 | 462 |
Stockholders' equity: | ||
Common stock par value $0.0001: 400,000,000 shares authorized; 32,307,663 and 28,912,500 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 3 | 3 |
Additional paid-in capital | 270,397 | 257,002 |
Accumulated deficit | (140,134) | (135,832) |
Non-controlling interest | 17,984 | 22,602 |
Accumulated other comprehensive loss | (770) | |
Total stockholders' equity | 148,250 | 143,005 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 274,124 | 288,516 |
Series AA Preferred stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | ||
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | ||
Series X Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible notes, net of discount | $ 945 | $ 456 |
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 |
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series D Convertible Preferred stock, shares issued | 456,000 | 456,000 |
Series D Convertible Preferred stock, shares outstanding | 456,000 | 456,000 |
Series D Convertible Preferred stock, liquidation preference | $ 463 | $ 462 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 32,307,663 | 28,912,500 |
Common stock, shares outstanding | 32,307,663 | 28,912,500 |
Series AA Preferred stock [Member] | ||
Preferred stock, par value | $ 0.00001 | |
Preferred stock, shares authorized | 35,800,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 41,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series X Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenues, net | $ 7,295 | |
Total revenues | 7,295 | |
Operating expenses | ||
General and administrative | 20,203 | 1,037 |
Amortization of intangible assets | 5,217 | 5,153 |
Depreciation | 3 | 5 |
Total operating expenses | 25,423 | 6,195 |
Operating loss | (18,128) | (6,195) |
Other income (expense) | ||
Interest expense and financing costs | (2,581) | (446) |
Gain on deconsolidation of Nexway | 39,249 | |
Loss on issuance of notes, bonds and warrants | (24,053) | |
Other expense | (436) | |
Change in fair value of warrant liability | (366) | |
Change in fair value of subsidiary warrant liability | (15) | 2,477 |
Change in fair value of shares settled liability | (180) | |
Change in fair value of derivative liability | 297 | 128 |
Total other income | 11,915 | 2,159 |
Loss before income taxes | (6,213) | (4,036) |
Income tax benefit | (1,038) | (1,169) |
Net loss | (5,175) | (2,867) |
Less: net loss attributable to non-controlling interest | 873 | 599 |
Net loss attributable to controlling interest | (4,302) | (3,466) |
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | |
Net loss attributable to common stockholders | $ (4,473) | $ (3,466) |
Net loss per share attributable to common stockholders | ||
Basic | $ (0.15) | $ (0.27) |
Diluted | $ (0.15) | $ (0.27) |
Weighted average shares outstanding: | ||
Basic | 30,338,073 | 12,883,381 |
Diluted | 30,338,073 | 12,883,381 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss | Noncontrolling Interest [Member] | Series X Convertible Preferred Stock [Member] | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 227,570 | $ (21,763) | $ 26,742 | $ 232,550 | ||
Balance, shares at Dec. 31, 2018 | 7,532,776 | 1,000,000 | |||||
Issuance of common stock for cash | 1,778 | 1,778 | |||||
Issuance of common stock for cash, shares | 378,098 | ||||||
Preferred stock converted to common stock | $ 1 | (1) | |||||
Preferred stock converted to common stock, shares | 15,000,000 | (1,000,000) | |||||
Common stock issued for lease settlement | $ 130 | $ 130 | |||||
Common stock issued for lease settlement, shares | 18,935 | ||||||
Issuance of subsidiary common stock for cash, shares | 65 | 65 | |||||
Additional shares issued for reverse stock split | |||||||
Additional shares issued for reverse stock split, shares | 1,374 | ||||||
Net loss | (3,466) | 599 | (2,867) | ||||
Balance at Mar. 31, 2019 | $ 2 | 229,542 | (25,229) | 27,341 | 231,656 | ||
Balance, shares at Mar. 31, 2019 | 22,931,183 | ||||||
Balance at Dec. 31, 2019 | $ 3 | 257,002 | (135,832) | $ (770) | 22,602 | 143,005 | |
Balance, shares at Dec. 31, 2019 | 28,912,500 | ||||||
Issuance of common stock for cash | 2,297 | 2,297 | |||||
Issuance of common stock for cash, shares | 795,593 | ||||||
Issuance of common stock - subsidiary share exchange | 1,150 | (1,150) | |||||
Issuance of common stock - subsidiary share exchange, shares | 1,552,070 | ||||||
Common stock issued in connection with note payable | 67 | 67 | |||||
Common stock issued in connection with note payable, shares | 7,500 | ||||||
Stock based compensation | 10,061 | 10,061 | |||||
Stock based compensation, shares | 1,040,000 | ||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (171) | (171) | |||||
Accrued Series D preferred stock dividends | (9) | (9) | |||||
Deconsolidation of Nexway | 770 | (2,595) | (1,825) | ||||
Net loss | (4,302) | (873) | (5,175) | ||||
Balance at Mar. 31, 2020 | $ 3 | $ 270,397 | $ (140,134) | $ 17,984 | $ 148,250 | ||
Balance, shares at Mar. 31, 2020 | 32,307,663 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (5,175) | $ (2,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 5,217 | 5,153 |
Depreciation | 3 | 5 |
Stock-based compensation | 9,061 | |
Gain on deconsolidation of Nexway, net of cash retained by Nexway | (42,604) | |
Common stock issued in connection with note payable | 67 | |
Loss on issuance of notes, bonds and warrants | 24,053 | |
Amortization of debt discount | 1,664 | 234 |
Deferred income tax benefit | (1,038) | (1,169) |
Change in fair value of derivative liability | (297) | (128) |
Change in fair value of warrant liability | 366 | |
Change in fair value of subsidiary warrant liability | 15 | (2,477) |
Change in fair value of shares settled liability | 180 | |
Amortization of right-of-use assets | 13 | 6 |
Accrued interest on note payable | 112 | 144 |
Other adjustments | (55) | |
Changes in operating assets and liabilities of business, net of acquisitions: | ||
Accounts receivable | (927) | |
Notes Receivable | (179) | |
Prepaid expenses | 1,102 | (23) |
Accounts payable | 1,295 | 172 |
Accrued expenses | (277) | 374 |
Due from related parties | (60) | |
Lease liability | (14) | (6) |
Net cash used in operating activities | (7,478) | (582) |
Cash flows from investing activities | ||
Investment in Panda Productions (HK) Limited | (1,000) | |
Sale of profits interest in investment in Panda Productions (HK) Limited | 212 | |
Advances to fuboTV | (2,421) | |
Lease security deposit | (13) | |
Net cash used in investing activities | (2,421) | (801) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 900 | |
Repayments of convertible notes | (550) | (203) |
Proceeds from the issuance of Series D Preferred Stock | 203 | |
Proceeds from sale of common stock and warrants | 2,297 | 1,778 |
Proceeds from sale of subsidiary's common stock | 65 | |
Redemption of Series D Preferred Stock | (272) | |
Proceeds from related parties notes | 78 | |
(Repayments) proceeds from (to) related parities | (300) | 18 |
Net cash provided by financing activities | 2,356 | 1,658 |
Net (decrease) increase in cash | (7,543) | 275 |
Cash at beginning of period | 7,624 | 31 |
Cash at end of period | 81 | 306 |
Supplemental disclosure of cash flows information: | ||
Interest paid | 170 | 68 |
Income tax paid | ||
Non cash financing and investing activities: | ||
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | |
Issuance of common stock - subsidiary share exchange | 1,150 | |
Lender advanced loan proceeds direct to fuboTV | 7,579 | |
Accrued Series D Preferred Stock dividends | 9 | |
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 171 | |
Common stock issued for lease settlement | 130 | |
Measurement period adjustment on the Evolution AI Corporation acquisition | $ 1,920 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Incorporation FaceBank Group, Inc. (the “Company” or “FaceBank”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. On September 30, 2019, the Company’s name was changed to FaceBank Group, Inc. Merger with fuboTV Inc. On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Inc., a Delaware corporation (“fuboTV”), whereby fuboTV continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV (the “Merger Agreement” and such transaction, the “Merger”) (See Note 15). In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all of the capital stock of fuboTV was converted into the right to receive shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 12). Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party pursuant to Rule 144. Until the time we are able to uplist to a national securities exchange, the Series AA Preferred Stock benefits from certain protective provisions that, for example, require us to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class, before undertaking certain matters. As a result of the Merger, fuboTV, a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company. Before the Merger, Facebank Group was and continues to be a character-based virtual entertainment company, and a leading developer of digital human likeness for celebrities and consumers, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. Following the Merger, we operate our business under the name “fuboTV” and we are in the process of changing the name of FaceBank Group, Inc. to fuboTV, Inc. On May 1, 2020, the Company’s trading symbol was changed to “FUBO”. Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refers to FaceBank and its subsidiaries on a consolidated basis, and fuboTV Pre-Merger refers to fuboTV Inc. prior to the Merger. In connection with the Merger, on March 11, 2020, FaceBank and HLEE Finance S.a r.l. (“HLEE”) entered into a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided FaceBank with a $100,000,000 revolving line of credit (the “Credit Facility”). The Credit Facility is secured by substantially all the assets of FaceBank. As of July 6, 2020, there are no amounts outstanding under the Credit Facility, and the Company does not intend to draw down on this Credit Facility. See Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information about the Credit Facility. On March 19, 2020, FaceBank, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC” and collectively with EAI, Merger Sub and FaceBank, the “Initial Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10,050,000 (the “Senior Notes”). The Company received proceeds of $7.4 million, net of an original issue discount of $2.65 million. In connection with the FB Loan, FaceBank, fuboTV and certain of their respective subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes. See Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information about the Note Purchase Agreement. Prior to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”). fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder. The AMC Agreement survived the Merger and, as of the Effective Time, there was $24.9 million outstanding under the AMC Agreement, net of debt issuance costs. In connection with the Merger, FaceBank guaranteed the obligations of fuboTV under the AMC Agreement on an unsecured basis. The liens of AMC Networks Ventures on the assets of fuboTV are senior to the liens in favor of FB Loan and FaceBank securing the Senior Notes. Nature of Business The Company is a leading digital entertainment company, combining fuboTV Pre-Merger’s direct-to-consumer live TV streaming, or vMVPD, platform with FaceBank Pre-Merger’s technology-driven IP in sports, movies and live performances. We expect that this business combination will create a content delivery platform for traditional and future-form IP. We plan to leverage FaceBank’ IP sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and entertainment offerings. Since the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. fuboTV revenues are almost entirely derived from the sale of subscription services and advertising in the United States, though fuboTV has started to assess expansion opportunities into international markets, with operations in Canada and the launch in late 2018 of its first ex-North America offering of streaming entertainment, to consumers in Spain. Our subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The fuboTV platform provides, what we believe to be, a superior viewer experience, with a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management Plans | Note 2 – Liquidity, Going Concern and Management Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company had cash of $0.1 million, a working capital deficiency of $31.4 million and an accumulated deficit of $140.1 million at March 31, 2020 and fuboTV had net loss of $173.7 million for the year ended December 31, 2019. The Company expects to continue incurring losses in the foreseeable future and will need to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan. These obligations include liabilities assumed in acquisition that are in arrears and payable on demand. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its ability to successfully attract and retain subscribers, develop new technologies that can compete in a rapidly changing market with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Management believes that the Company has access to capital resources through potential issuances of debt and equity securities. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of an equity financing. In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”). However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts, as of March 31, 2020, of the Company and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “Commission”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments (except for the Nexway deconsolidation), considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and fair value of equity method investees. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per . The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 Deferred Tax Liability The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 4 – Investments Nexway The Company had an equity investment of 62.3% in Nexway AG (“Nexway”), which it acquired on September 16, 2019. The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation. On March 31, 2020, the Company relinquished 20% of the total Nexway shareholder votes associated with its investment, which reduced the Company’s voting interest in Nexway to 37.6%. As a result of the Company’s loss of control in Nexway, the Company deconsolidated Nexway as of March 31, 2020 as it no longer has a controlling financial interest. As of March 31, 2020, the fair value of the Nexway shares owned by the Company is approximately $2.4 million, calculated as follows (dollars in thousands, except per share value): Price per share Euros € 5.28 Exchange rate 1.1032 Price per share USD $ 5.82 Nexway shares held by the Company 407,550 Fair value - investment in Nexway $ 2,374 The deconsolidation of Nexway resulted in a gain of approximately $39.2 million calculated as follows: Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 19,795 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Net deficit (36,875 ) Less: fair value of shares owned by Facebank 2,374 Gain on deconsolidation of Nexway $ 39,249 Panda Interests In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong (“Macau Show”). The Company determined the fair value of the profits interest to be approximately $1.7 million as of the date of this transaction and $2.0 million as of March 31, 2020 and December 31, 2019. The table below summarizes the Company’s profits interest at March 31, 2020 and December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests - Fair value at March 31, 2020 $ 1,971 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets The table below summarizes the Company’s intangible assets at March 31, 2020 (in thousands): Useful Weighted Average March 31, 2020 Lives (Years) Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 (29,054 ) $ 94,382 Trademark and trade names 7 6 7,746 (1,826 ) 5,920 Animation and visual effects technologies 7 6 6,016 (1,418 ) 4,598 Digital asset library 5-7 5.5 7,536 (1,610 ) 5,926 Intellectual Property 7 6 828 (195 ) 633 Total $ 145,562 $ (34,103 ) $ 111,459 Amortization expense for the three months ended March 31, 2020 and 2019 was $5.2 million in each period, respectively. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 15,652 2021 20,868 2022 20,868 2023 20,868 2024 20,795 Thereafter 12,408 Total $ 111,459 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 6 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Suppliers $ - $ 37,508 Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 2,124 3,649 Legal and professional fees 1,797 3,936 Accrued litigation loss 524 524 Taxes - 5,953 Other 1,990 3,897 Total $ 7,743 $ 56,775 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 7 – Related Parties Amounts owed to and due from related parties as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Alexander Bafer, former Executive Chairman $ 20 $ 20 John Textor, former Chief Executive Officer and affiliated companies 292 592 Other (7 ) 53 Total $ 305 $ 665 Our former Chairman and current Director, Mr. Bafer, advanced an unsecured, non-interest-bearing loan to the Company which is payable on demand. The amounts due to John Textor, former Chief Executive Officer and Executive Chairman and our current Head of Studio and a Director, represents an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. Notes Payable – Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor. The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum. The Company has accrued default interest for additional liability in excess of the principal amount. The note is currently in default. Accrued interest as of March 31, 2020 and December 31, 2019 related to this note was $102,000 and $85,000, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | Note 8 - Notes Payable Evolution AI Corporation The Company has recorded, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018. The cumulative accrued interest on the note amounts to $1.5 million. The note is currently in a default condition due to non-payment of principal and interest. The note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). Such holders have agreed not to declare the note in default and to forbear from exercising remedies which would otherwise be available in the event of a default, while the note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter. FBNK Finance SarL On February 17, 2020, FBNK Finance issued EUR 50,000,000 of bonds (or $55.1 million as of March 31, 2020). There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15 th Credit and Security Agreement As described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Agreement, pursuant to which HLEEF extended the Credit Facility to FaceBank. The Credit Facility is secured by substantially all the assets of FaceBank. As of July 6, 2020, there are no amounts outstanding under the Credit Facility, and the Company does not intend to draw down on this Credit Facility. As described in Note 1, in connection with the Credit Agreement, FaceBank and HLEEF entered into the HLEEF Security Agreement, pursuant to which FaceBank granted to HLEEF a security interest in all substantially all assets of FaceBank as security for the prompt and complete payment and performance of all of the obligations under the Credit Agreement and the related promissory note. The Credit Facility contains customary affirmative and negative covenants, including restrictions on the ability of FaceBank to incur indebtedness in excess of $50,000,000, subject to certain exceptions, to make loans in excess of $250,000 to directors or officers of FaceBank or to any subsidiary other than fuboTV, and to declare and pay any distributions, subject to certain exceptions. The Credit Facility also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material indebtedness, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Credit Facility, and may exercise certain other rights and remedies provided for under the Credit Facility, the HLEEF Security Agreement, the other loan documents and applicable law. Note Purchase Agreement On March 19, 2020, the Initial Borrower and FB Loan entered into the Note Purchase Agreement, pursuant to which the Initial Borrower sold to FB Loan the Senior Notes. On April 2, 2020, fuboTV and Sports Rights Management, LLC, a Delaware limited liability company (“SRM”), also joined the Note Purchase Agreement as borrowers (fuboTV, SRM and the Initial Borrower, collectively, the “Borrower”). In connection with the Company’s acquisition of fuboTV, the proceeds of $7.4 million, net of an original issue discount of $2.65 million, were sent directly to fuboTV (see Note 15). Each Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”). The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrower and its subsidiaries to, among other things, incur debt, grant liens, make certain restricted payments, make certain loans and other investments, undertake certain fundamental changes, enter into restrictive agreements, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Note Purchase Agreement. The Note Purchase Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material obligations, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Note Purchase Agreement, and may exercise certain other rights and remedies provided for under the Note Purchase Agreement, the Security Agreement, the other loan documents and applicable law. Interest on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39% per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Notes is the earlier to occur of (i) July 8, 2020 and (ii) the date the Borrower receives the proceeds of any financing. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. In connection with the Note Purchase Agreement, the Company issued FB Loan a warrant to purchase 3,269,231 shares of its common stock at an exercise price of $5.00 per share (the “FB Loan Warrant”) and 900,000 shares of its common stock. The fair value of the warrant on the Senior Notes issuance date was approximately $15.6 million and is recorded as a warrant liability in the accompanying condensed consolidated balance sheet with subsequent changes in fair value recognized in earnings each reporting period (see Note 9). The fair value of the 900,000 common stock issued was based upon the closing price of the Company’s common stock as of March 19, 2020 (or $8.15 per share or $7.3 million). Since the fair value of the warrants and common stock exceeded the principal balance of the Senior Notes, the Company recorded a loss on issuance of the Senior Notes totaling $12.9 million and is reflected in the accompanying condensed consolidated statement of operations. The 900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled payable for note payable reflects the fair value of 900,000 shares to be issued at $8.35 per share as of March 31, 2020. The Company recorded change in fair value of shares settled payable of $0.2 million during the three months ended March 31, 2020. The carrying value of the Senior Notes as of March 31, 2020 is comprised of the following: March 31, 2020 Principal value of Senior Note $ 10,050 Original issue discount (2,650 ) Discount resulting from allocation of proceeds to warrant liability (7,400 ) Amortization of discount 1,005 Net carrying value of Senior Note $ 1,005 Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) FaceBank shall file a registration statement with the Commission regarding the purchase and sale of 900,000 shares of FaceBank’s common stock issued to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise of the FB Loan Warrant (the “Warrant Shares)”); and (ii) FaceBank shall have filed an application to list FaceBank’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. As of July 3, 2020, the Company had repaid the Senior Notes in full ($10.05 million) plus accrued interest. Amendments to the Note Purchase Agreement On April 21, 2020, the Company entered into an Amendment to the Note Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of March 19, 2020, FaceBank shall have initiated the process to list its capital stock on a national exchange on or before the date that is thirty (30) days following March 19, 2020. Subsequently, on May 28, 2020, the Company and FB Loan entered into a Consent and Second Amendment to the Note Purchase Agreement (the “Second Amendment”), pursuant to which, among other things, FB Loan agreed to extend the deadline for registration for of the Shares and the Warrant Shares for resale to July 1, 2020. In addition: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7,409,045; and (ii) the provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed. Finally, on July 1, 2020, the Company and FB Loan entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing. Joinder Agreement and Guaranty Agreement On April 30, 2020, fuboTV and SRM entered into a joinder agreement (the “Joinder Agreement”) in favor of FB Loan in connection with the Note Purchase Agreement. The Joinder Agreement is effective as of April 2, 2020. Pursuant to the Joinder Agreement, (a) fuboTV joined the Note Purchase Agreement, became an issuer of notes and a borrower thereunder, assumed all obligations of the Borrower in connection therewith, and granted a lien on substantially all of its assets to secure its obligations under the Note Purchase Agreement and any notes issued pursuant thereto and (b) SRM guaranteed the obligations of the Borrower and fuboTV under the Note Purchase Agreement and any notes issued pursuant thereto and granted a security interest in substantially all of its assets to secure its guaranty obligations. On April 30, 2020, in connection with the Joinder Agreement, SRM entered into a guaranty agreement (the “Guaranty Agreement”) in favor of FB Loan, pursuant to which SRM guaranteed the obligations of Borrower under fuboTV under the Note Purchase Agreement. The Guaranty Agreement is effective as of April 2, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the condensed consolidated balance sheet, with changes in fair value recognized as investment gain/ loss in the condensed consolidated statements of operations. The Company also has an investment in Nexway common stock that is publicly traded on the Frankfurt Exchange. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income/expense in the condensed consolidated statements of operations. Fair valued measured at March 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial Assets at Fair Value: Investment in Equity/Debt Funds $ - $ 1,965 $ - Investment in Nexway at fair value 2,374 - - Total Financial Assets at Fair Value $ 2,374 $ 1,965 $ - Financial Liabilities at Fair Value: Derivative liability - convertible notes $ - $ - $ 1,692 Profits interest sold - - 1,971 Embedded put option - - 389 Warrant liability - Subsidiary - - 39 Warrant liability - - 15,987 Total Financial Liabilities at Fair Value $ - $ - $ 20,078 Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability – convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - Subsidiary - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Sold Warrant Liability Embedded Put Option Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (200 ) 15 - 366 (97 ) Additions 689 - - 15,621 172 Redemption - - - - (62 ) Fair value at March 31, 2020 $ 1,692 $ 39 $ 1,971 $ 15,987 $ 389 The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023. The fair value of the warrant liability, totaled $39,000 on March 31, 2020 and $24,000 on December 31, 2019, resulting in a change in fair value of $15,000 that is reported as a component of other income/(expense) in the condensed consolidated statement of operations for the three months ended March 31, 2020. Subsidiary Warrant Liability March 31, 2020 December 31, 2019 Exercise price $ 0.75 $ 0.75 Stock price – subsidiary $ 0.03 $ 0.02 Discount applied 0 % 0 % Fair value of stock price $ 0.00 $ 0.00 Risk free rate 0.28 % 1.62 % Contractual term (years) 2.83 3.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 83.7 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 In arriving at the fair value of stock price as of December 31, 2019 and March 31, 2020, no discount was applied to the trading price of the PEC stock, as a result of illiquidity in the volumes being traded on the OTC markets. Risk-free interest rate was based on rates established by the Federal Reserve Bank. The volatility rate was based on stock prices of comparable companies. Profits Interest Warrant Liability The significant assumptions used in the valuation are as follows: March 31, 2020 Fair value of underlying common shares $ 4.78 - 4.97 Exercise price $ 5.00 Dividend yield - % Historical volatility 52.6% - 52.8 % Risk free interest rate 0.14% – 0.66 % Embedded Put Option March 31, 2020 December 31, 2019 Stock price $ 8.35 – $9.20 $ 8.91 – $9.03 Fixed conversion price $ 0.25 $ 0.25 Risk free rate 0.2 – 0.4 % 1.6 % Contractual term (years) 1.2 – 1.5 1.2 – 1.5 Expected dividend yield 8.0 % 8.0 % Expected volatility 87.2% - 94.8 % 89.2% - 90.4 % |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 10 – Convertible Notes Payable At March 31, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying amount Convertible notes JSJ Investments (2) 12/6/2019 10 % 12/6/2020 $ 255 $ (174 ) $ 443 $ 524 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (147 ) 297 360 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (85 ) 120 160 GS Capital Partners (5) 1/17/2020 10 % 1/17/2021 150 (120 ) 210 240 EMA Financial, LLC (6) 2/6/2020 10 % 11/6/2020 125 (100 ) 204 229 Adar Alef, LLC (7) 2/10/2020 12 % 2/10/2021 150 (129 ) 220 241 BHP Capital (8) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Jefferson Street Capital, LLC (9) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Balance at March 31, 2020 $ 1,215 $ (945 ) $ 1,692 $ 1,962 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays – Alef (1) 7/30/2019 10 % 7/30/2020 275 (159 ) 379 495 JSJ Investments (2) 12/06/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 The derivative liability results from the variable share settlement provision featured within the convertible notes issued by the Company. The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at March 31, 2020 and December 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2020 December 31, 2019 Stock Price $ 7.74 – 9.45 $ 8.91 – 10.15 Risk Free Interest Rate 0.12 – 1.56 % 1.52 - 1.60 % Expected life (years) 0.33 – 1.00 0.58 – 1.00 Expected dividend yield 0 % 0 % Expected volatility 91.3 – 134.0 % 90.0 – 95.3 % Fair Value – Note Variable Share Settlement Feature (in thousands) $ 1,692 $ 1,203 (1) On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company’s common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. (2) On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (3) On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (4) On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. (5) On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (6) On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (7) On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (8) On March 24, 2020, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. (9) On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. |
Temporary Equity
Temporary Equity | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity [Abstract] | |
Temporary Equity | Note 11 – Temporary Equity Series D Convertible Preferred Stock On March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000 and (ii) redeemed the 203,000 shares of Series D Preferred Stock previously issued on September 6, 2019. As a result, the total number of shares of Series D Preferred Stock outstanding as of March 31, 2020 was 456,000 (see Note 16). The following table summarizes the Company’s Series D Preferred Stock activities for the three months ended March 31, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 8,868 9 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (210,831 ) (211 ) Total temporary equity as of March 31, 2020 462,876 $ 463 The redemption of the 203,000 shares of Series D Preferred Stock (previously issued on September 6, 2020) on March 6, 2020 occurred as follows (amounts in thousands except share and per share values): Series D preferred stock issued 203,000 Per share value $ 1.00 $ 203 Accrued dividends $ 8 $ 211 Redemption percentage $ 1.29 Total $ 272 Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. The dividends are payable solely upon redemption, liquidation or conversion. The Company recorded approximately $9,000 accrued dividend as of March 31, 2020. The Series D Preferred Stock is being classified as temporary equity because it has redemption features that are outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event is considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $171,000, further reducing the initial carrying value of the shares of Series D Preferred Stock. The discount to the aggregate stated value of the shares of Series A Convertible Preferred Stock, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the condensed consolidated statement of operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. |
Stockholders' Equity _ (Deficit
Stockholders' Equity / (Deficit) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity / (Deficit) | Note 12 – Stockholders’ Equity / (Deficit) Preferred Stock Designations On March 20, 2020, FaceBank amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of FaceBank’s Preferred Stock, par value $0.0001 per share. On March 20, 2020, in connection with the Merger, FaceBank filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. Common Stock Activity Issuance of Common Stock for Cash The Company raised approximately $2.3 million through issuances of an aggregate of 795,593 shares of its common stock in private placement transactions during the three months ended March 31, 2020 to investors. Issuance of Common Stock Related to PEC Acquisition During the three-months ended March 31, 2020, the Company issued 1,552,070 shares of its common stock in exchange for 3,727,080 shares of its subsidiary PEC. The interests exchange in PEC were previously recorded within noncontrolling interests and the transaction was accounted for as a reduction of $1.1 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in Additional paid-in capital. Issuance of Common Stock for Services Rendered On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 shares of its restricted common stock with a fair value of $1.8 million in exchange for business development services. During the three months ended March 31, 2020, the Company issued 275,000 shares of its common stock with a fair value of $2.3 million in exchange for consulting services. During the three months ended March 31, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.6 million in exchange for services rendered in connection with the Company’s amended Digital Likeness Development Agreement by and among Floyd Mayweather, the Company and FaceBank, Inc., effective as of July 31, 2019, as amended (the “Mayweather Agreement”). During the three months ended March 31, 2020, the Company issued 2,500 shares of its common stock with a fair value of $26,000 in exchange for consulting services. Issuance of Common Stock for Employee Compensation On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. During the three months ended March 31, 2020, the Company issued 200,000 shares of its common stock with a fair value of $1.6 million as compensation to service providers for services rendered. Issuance of Common Stock in Connection with Convertible Notes During the three months ended March 31, 2020, the Company issued 7,500 shares of its common stock with a fair value of approximately $0.1 million in connection with the issuance of convertible notes. Equity Compensation Plan Information The Company’s 2014 Equity Incentive Stock Plan (the “2014 Plan”) provides for the issuance of up to 166,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The 2014 Plan is administered by the Company’s Board and has a term of 10 years. Contemporaneous with the closing of the Merger, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From an after the Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan. On April 1, 2020, the Company approved the establishment of the FaceBank 2020 Equity Incentive Plan. The Company created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan. On May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board of Directors. Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on 10 years. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. During the three months ended March 31, 2020, 280,000 options were granted outside of the Plan, and there were no options granted during the three months ended March 31, 2019. The following reflects the stock option activity for the three months ended March 31, 2020: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Granted 280,000 $ 7.20 $ 322,000 4.7 Outstanding as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 Options vested and exercisable as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 During the three months ended March 31, 2020, in connection with the Mayweather Agreement, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. As of March 31, 2020, there was no unrecognized stock-based compensation expense. Warrants A summary of the Company’s outstanding warrants as of March 31, 2020 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Outstanding as of December 31, 2019 200,007 $ 12.15 $ - Issued 3,411,349 $ 5.11 $ 11,038,616 Expired (200,000 ) $ - $ - Outstanding as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 Warrants exercisable as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 On March 19, 2020, in connection with its Note Purchase Agreement (see Note 8), the Company issued the FB Loan Warrant, a warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million. On March 30, 2020, the Company issued 142,118 warrants in connection with a $1.1 million convertible note. The exercise price is $7.74 with a 5-year term. The Company received the proceeds from the convertible note on April 1, 2020 and will therefore record the balance sheet impact of this warrant and convertible note on April 1, 2020. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 13 – Leases On February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida. The lease has an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,437. The Company has an option to extend the lease for another year until August 31, 2021 for an annual rent of $94,884 and a second option for a further annual extension until August 31, 2022 for an annual rent of $97,730. The Company recorded the lease obligations in accordance with ASC 842. As part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with operating lease obtained in the acquisition. At March 31, 2020, the Company deconsolidated its investment in Nexway and accordingly, reduced its operating lease liabilities and right of use assets to zero. The following summarizes quantitative information about the Company’s Florida operating lease (amounts in thousands, except lease term and discount rate): For the Three Months Ended March 31, 2020 Operating leases Operating lease cost $ 98 Variable lease cost 73 Operating lease expense 171 Short-term lease rent expense - Total rent expense $ 171 Operating cash flows from operating leases $ 75 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases 0.4 Weighted-average monthly discount rate – operating leases 0.8 % The Company’s operating lease expires on August 31, 2020 and the remaining liability totals $37,000. The Company has decided not to extend the lease. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies Litigation The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $524,000 which remains on the balance sheet as a liability at March 31, 2020 and December 31, 2019. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018 plaintiff, Scott Meide, filed a pro se (unrepresented by counsel) complaint in the United States District Court for the Middle District of Florida, Jacksonville Division, against PEC, now a subsidiary of the Company, naming its former officers among others as defendants. The Company’s position is that the pro se Complaint is defamatory, without merit in fact or law and represents an extortive attempt to coerce payment under threat of reputational harm. The Company’s subsidiaries and affiliates filed a motion to dismiss on September 25, 2018. On July 24, 2019, all counts of the complaint were dismissed in favor of the Company’s subsidiaries and affiliates. Mr. Meide was afforded the opportunity to file an amended complaint for a portion of his claims, and such amendment was filed on September 24, 2019. On October 6, 2019, Judge Marcia Morales Howard ordered Mr. Meide’s amended complaint stricken, describing the filing as insufficient and having failed to identify facts necessary to support its allegations, and offering Mr. Meide “one final opportunity to properly state his claims” with an amended complaint. Mr. Meide’s third attempt to submit a sufficient complaint was filed on November 1, 2019. The Company’s subsidiaries and affiliates plan to reaffirm their motions to dismiss and the Company believes Mr. Meide’s final amended complaint will also be dismissed. The Company plans to the ask the court for an award of sanctions and attorney fees in connection with Mr. Meide’s filing of a frivolous lawsuit. |
Acquisition of fuboTV
Acquisition of fuboTV | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition of fuboTV | Note 15 – Acquisition of fuboTV As described in Note 1, on April 1, 2020, we consummated the acquisition of Pre-Merger fuboTV by the merger of Merger Sub into fuboTV, whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV was converted into the right to receive 34,324,362 shares Series AA Preferred Stock, a newly-created class of stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Preferred Stock is convertible into two (2) shares of FaceBank’s common stock. In addition, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank’s common stock. In addition, in accordance with the terms of the Merger Agreement, at the Effective Time the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of FaceBank’s common stock under the terms of the 2015 Plan. The preliminary purchase price amounted to $596.1 million which represents the $529.7 market value ($8.20 per share as of April 1, 2020) of 64.6 million common shares plus the $66.4 million value of 8.1 million stock options on an as-converted basis. This preliminary purchase price excludes transaction costs. The Company will account for the Merger as a business combination under the acquisition method of accounting. As such, the purchase price will be allocated to the net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. Since the closing date of the acquisition occurred subsequent to the end of the reporting period, the allocation of purchase price to the underlying net assets has not yet been completed. The Company will reflect the preliminary purchase price allocation in its consolidated financial statements for the year ending December 31, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Refer to Note 8 to the Unaudited Condensed Consolidated Financial Statements for a description of the amendments to the Note Purchase Agreement since March 31, 2020. Redemption of Series D Preferred Stock On June 16, 2020, the Company redeemed 253,000 shares of its Series D Preferred Stock in exchange for $339,174. As of July 2, 2020, the total number of shares of Series D Preferred Stock outstanding was 203,000. Issuance of Securities in Private Placements Certain of the common stock issuances noted below remain issuable as of the date of the filing of this Quarterly Report. Issuance of Common Stock and Warrants for Cash Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 3,735,922 shares (the “Purchased Shares”) of the Company’s common stock at a purchase price of $7.00 per share and issued warrants to the Investors covering a total of 3,735,922 shares of the Company’s common stock (the “Warrants”) for an aggregate purchase price of $26,151,454. On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 shares (the “CS Shares” and together with the Purchased Shares, the “Total Shares”) of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of $20,000,007.75. Since March 31, 2020, the Company raised an additional $403,895.00 through issuances of an aggregate of 111,459 shares of its common stock in private placement transactions to several other investors. Issuance of Common Stock Related to PEC Acquisition Since March 31, 2020, the Company has issued 1,201,749 shares of its common stock in exchange for 14,222,975 shares of its subsidiary PEC. Issuance of Convertible Notes and Related Warrants for Cash Since March 31, 2020, the Company issued convertible notes with a principal balance of approximately $2.1 million. In connection with such notes, the Company issued (i) 55,000 shares of its common stock and (ii) warrants to purchase an aggregate of 55,172 shares of its common stock at an initial exercise price of $9.00 per share. Issuance of Warrant for Services Rendered On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock with an initial exercise price of $5.00 per share. Stock Option Grants to Executive Officers On June 8, 2020, the Company granted an options to purchase 850,000 shares of its common stock at an exercise price of $10.435 per share in connection with an employment agreement for the Company’s Chief Financial Officer. On June 28, 2020, the Company granted an option to purchase 1,203,297 shares of common stock at an exercise price of $11.15 per share in connection with a Letter Agreement by and between the Company and its Executive Chairman. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts, as of March 31, 2020, of the Company and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “Commission”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments (except for the Nexway deconsolidation), considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and fair value of equity method investees. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per . The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 |
Deferred Tax Liability | Deferred Tax Liability The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 |
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Investment | As of March 31, 2020, the fair value of the Nexway shares owned by the Company is approximately $2.4 million, calculated as follows (dollars in thousands, except per share value): Price per share Euros € 5.28 Exchange rate 1.1032 Price per share USD $ 5.82 Nexway shares held by the Company 407,550 Fair value - investment in Nexway $ 2,374 |
Schedule of Deconsolidation of Nexway | The deconsolidation of Nexway resulted in a gain of approximately $39.2 million calculated as follows: Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 19,795 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Net deficit (36,875 ) Less: fair value of shares owned by Facebank 2,374 Gain on deconsolidation of Nexway $ 39,249 |
Schedule of Profits Interest | The table below summarizes the Company’s profits interest at March 31, 2020 and December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests - Fair value at March 31, 2020 $ 1,971 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at March 31, 2020 (in thousands): Useful Weighted Average March 31, 2020 Lives (Years) Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 (29,054 ) $ 94,382 Trademark and trade names 7 6 7,746 (1,826 ) 5,920 Animation and visual effects technologies 7 6 6,016 (1,418 ) 4,598 Digital asset library 5-7 5.5 7,536 (1,610 ) 5,926 Intellectual Property 7 6 828 (195 ) 633 Total $ 145,562 $ (34,103 ) $ 111,459 |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 15,652 2021 20,868 2022 20,868 2023 20,868 2024 20,795 Thereafter 12,408 Total $ 111,459 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Suppliers $ - $ 37,508 Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 2,124 3,649 Legal and professional fees 1,797 3,936 Accrued litigation loss 524 524 Taxes - 5,953 Other 1,990 3,897 Total $ 7,743 $ 56,775 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Owed to Related Parties | Amounts owed to and due from related parties as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Alexander Bafer, former Executive Chairman $ 20 $ 20 John Textor, former Chief Executive Officer and affiliated companies 292 592 Other (7 ) 53 Total $ 305 $ 665 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Schedule of Carrying Value of Senior Notes | The carrying value of the Senior Notes as of March 31, 2020 is comprised of the following: March 31, 2020 Principal value of Senior Note $ 10,050 Original issue discount (2,650 ) Discount resulting from allocation of proceeds to warrant liability (7,400 ) Amortization of discount 1,005 Net carrying value of Senior Note $ 1,005 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Fair valued measured at March 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial Assets at Fair Value: Investment in Equity/Debt Funds $ - $ 1,965 $ - Investment in Nexway at fair value 2,374 - - Total Financial Assets at Fair Value $ 2,374 $ 1,965 $ - Financial Liabilities at Fair Value: Derivative liability - convertible notes $ - $ - $ 1,692 Profits interest sold - - 1,971 Embedded put option - - 389 Warrant liability - Subsidiary - - 39 Warrant liability - - 15,987 Total Financial Liabilities at Fair Value $ - $ - $ 20,078 Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability – convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - Subsidiary - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 |
Schedule of Liability for Derivatives and Warrants | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Sold Warrant Liability Embedded Put Option Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (200 ) 15 - 366 (97 ) Additions 689 - - 15,621 172 Redemption - - - - (62 ) Fair value at March 31, 2020 $ 1,692 $ 39 $ 1,971 $ 15,987 $ 389 |
Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions | The significant assumptions used in the valuation are as follows: March 31, 2020 Fair value of underlying common shares $ 4.78 - 4.97 Exercise price $ 5.00 Dividend yield - % Historical volatility 52.6% - 52.8 % Risk free interest rate 0.14% – 0.66 % |
Schedule of Fair Value of Liability Using Monte Carlo Simulation Model | The Company determined the fair value of this liability using the Monte Carlo simulation model with the following inputs: March 31, 2020 December 31, 2019 Stock price $ 8.35 – $9.20 $ 8.91 – $9.03 Fixed conversion price $ 0.25 $ 0.25 Risk free rate 0.2 – 0.4 % 1.6 % Contractual term (years) 1.2 – 1.5 1.2 – 1.5 Expected dividend yield 8.0 % 8.0 % Expected volatility 87.2% - 94.8 % 89.2% - 90.4 % |
Subsidiary Warrant Liability [Member] | |
Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability with the following assumptions at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Exercise price $ 0.75 $ 0.75 Stock price – subsidiary $ 0.03 $ 0.02 Discount applied 0 % 0 % Fair value of stock price $ 0.00 $ 0.00 Risk free rate 0.28 % 1.62 % Contractual term (years) 2.83 3.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 83.7 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | At March 31, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying amount Convertible notes JSJ Investments (2) 12/6/2019 10 % 12/6/2020 $ 255 $ (174 ) $ 443 $ 524 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (147 ) 297 360 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (85 ) 120 160 GS Capital Partners (5) 1/17/2020 10 % 1/17/2021 150 (120 ) 210 240 EMA Financial, LLC (6) 2/6/2020 10 % 11/6/2020 125 (100 ) 204 229 Adar Alef, LLC (7) 2/10/2020 12 % 2/10/2021 150 (129 ) 220 241 BHP Capital (8) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Jefferson Street Capital, LLC (9) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Balance at March 31, 2020 $ 1,215 $ (945 ) $ 1,692 $ 1,962 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays – Alef (1) 7/30/2019 10 % 7/30/2020 275 (159 ) 379 495 JSJ Investments (2) 12/06/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 |
Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions | The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at March 31, 2020 and December 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2020 December 31, 2019 Stock Price $ 7.74 – 9.45 $ 8.91 – 10.15 Risk Free Interest Rate 0.12 – 1.56 % 1.52 - 1.60 % Expected life (years) 0.33 – 1.00 0.58 – 1.00 Expected dividend yield 0 % 0 % Expected volatility 91.3 – 134.0 % 90.0 – 95.3 % Fair Value – Note Variable Share Settlement Feature (in thousands) $ 1,692 $ 1,203 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity [Abstract] | |
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Preferred Stock activities for the three months ended March 31, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 8,868 9 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (210,831 ) (211 ) Total temporary equity as of March 31, 2020 462,876 $ 463 |
Schedule of Redemption of Preferred Stock Issued | The redemption of the 203,000 shares of Series D Preferred Stock (previously issued on September 6, 2020) on March 6, 2020 occurred as follows (amounts in thousands except share and per share values): Series D preferred stock issued 203,000 Per share value $ 1.00 $ 203 Accrued dividends $ 8 $ 211 Redemption percentage $ 1.29 Total $ 272 |
Stockholders' Equity _ (Defic_2
Stockholders' Equity / (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The following reflects the stock option activity for the three months ended March 31, 2020: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Granted 280,000 $ 7.20 $ 322,000 4.7 Outstanding as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 Options vested and exercisable as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 |
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of March 31, 2020 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Outstanding as of December 31, 2019 200,007 $ 12.15 $ - Issued 3,411,349 $ 5.11 $ 11,038,616 Expired (200,000 ) $ - $ - Outstanding as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 Warrants exercisable as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following summarizes quantitative information about the Company’s Florida operating lease (amounts in thousands, except lease term and discount rate): For the Three Months Ended March 31, 2020 Operating leases Operating lease cost $ 98 Variable lease cost 73 Operating lease expense 171 Short-term lease rent expense - Total rent expense $ 171 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Operating cash flows from operating leases $ 75 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases 0.4 Weighted-average monthly discount rate – operating leases 0.8 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) - USD ($) | Mar. 20, 2020 | Mar. 19, 2020 | Mar. 31, 2020 | Mar. 11, 2020 | Dec. 31, 2019 | Apr. 06, 2018 |
Debt face amount | $ 10,050,000 | |||||
Original issue discount | 2,650,000 | |||||
Notes payable | $ 3,406,000 | $ 36,373,000 | ||||
Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | ||||||
Debt face amount | $ 10,050,000 | |||||
Proceeds from notes payable | 7,400,000 | |||||
Original issue discount | $ 2,650,000 | |||||
AMC Agreement [Member] | ||||||
Notes payable | $ 24,900,000 | |||||
Series AA Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party. |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash | $ 81 | $ 7,624 | |
Working capital deficit | (31,400) | ||
Accumulated deficit | (140,134) | (135,832) | |
Net loss | $ (4,302) | $ (3,466) | |
Fubo Tv [Member] | |||
Net loss | $ 173,700 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Mar. 31, 2020 |
Evolution AI Corporation [Member] | |
Ownership interest percentage | 99.70% |
Highlight Finance Corp [Member] | |
Ownership interest percentage | 70.00% |
Pulse Evolution Corporation [Member] | |
Ownership interest percentage | 76.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total | 983,785 | 794,177 |
Common Stock Purchase Warrants [Member] | ||
Total | 200,007 | 200,007 |
Series D Convertible Preferred Stock Shares [Member] | ||
Total | 456,000 | |
Stock Options [Member] | ||
Total | 16,667 | 16,667 |
Convertible Notes Variable Settlement Feature [Member] | ||
Total | 311,111 | 577,503 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Deferred Tax Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 30,879 | |
Income tax benefit (associated with the amortization of intangible assets) | (1,038) | $ (1,169) |
Deconsolidation of Nexway | (1,162) | |
Ending balance | $ 28,679 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2019 | |
Business acquisition, voting rights interest percentage | 37.60% | ||
Panda Interests Finance Agreement [Member] | |||
Fair value of the profits interest | $ 1,700 | $ 2,000 | |
Nexway AG [Member] | |||
Equity method investment, ownership percentage | 62.30% | ||
Business acquisition, voting rights interest percentage | 20.00% | ||
Fair value of shares owned | $ 2,374 | ||
Gain in investment | $ 39,249 |
Investments - Schedule of Fair
Investments - Schedule of Fair Value of Investment (Details) - Mar. 31, 2020 - Nexway AG [Member] $ in Thousands | USD ($) | € / shares |
Exchange rate | 1.1032 | |
Fair value - investment in Nexway | $ | $ 2,374 | |
EUR [Member] | ||
Price per share | € / shares | € 5.28 |
Investments - Schedule of Decon
Investments - Schedule of Deconsolidation of Nexway (Details) - Nexway AG [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Cash | $ 5,776 |
Accounts receivable | 9,831 |
Inventory | 50 |
Prepaid expenses | 164 |
Property and equipment, net | 380 |
Right-of-use assets | 3,594 |
Total assets | 19,795 |
Accounts payable | 34,262 |
Accrued expenses | 15,788 |
Lease liability | 3,594 |
Deferred income taxes | 1,161 |
Other liabilities | 40 |
Total liabilities | 54,845 |
Non-controlling interest | 2,595 |
Foreign currency translation adjustment | (770) |
Net deficit | (36,875) |
Less: fair value of shares owned by Facebank | 2,374 |
Gain on deconsolidation of Nexway | $ 39,249 |
Investments - Schedule of Profi
Investments - Schedule of Profits Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
Panda units granted | 26.2 | |
Fair value per unit on grant date | $ 67,690 | |
Grant date fair value | 1,773 | |
Change in fair value of Panda interests | 198 | |
Fair value | $ 1,971 | $ 1,971 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 5,217 | $ 5,153 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Intangible Assets, Gross | $ 145,562 |
Accumulated Amortization | (34,103) |
Intangible Assets, Net Balance | $ 111,459 |
Human Animation Technologies [Member] | |
Intangible assets, Useful Lives (Years) | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years |
Intangible Assets, Gross | $ 7,746 |
Accumulated Amortization | (1,826) |
Intangible Assets, Net Balance | $ 5,920 |
Trademark and Trade Names [Member] | |
Intangible assets, Useful Lives (Years) | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years |
Intangible Assets, Gross | $ 123,436 |
Accumulated Amortization | (29,054) |
Intangible Assets, Net Balance | $ 94,382 |
Animation and Visual Effects Technologies [Member] | |
Intangible assets, Useful Lives (Years) | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years |
Intangible Assets, Gross | $ 6,016 |
Accumulated Amortization | (1,418) |
Intangible Assets, Net Balance | $ 4,598 |
Digital Asset Library [Member] | |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years 6 months |
Intangible Assets, Gross | $ 7,536 |
Accumulated Amortization | (1,610) |
Intangible Assets, Net Balance | $ 5,926 |
Digital Asset Library [Member] | Minimum [Member] | |
Intangible assets, Useful Lives (Years) | 5 years |
Digital Asset Library [Member] | Maximum [Member] | |
Intangible assets, Useful Lives (Years) | 7 years |
Intellectual Property [Member] | |
Intangible assets, Useful Lives (Years) | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years |
Intangible Assets, Gross | $ 828 |
Accumulated Amortization | (195) |
Intangible Assets, Net Balance | $ 633 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets Amortization Expense (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 15,652 |
2021 | 20,868 |
2022 | 20,868 |
2023 | 20,868 |
2024 | 20,795 |
Thereafter | 12,408 |
Total | $ 111,459 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Suppliers | $ 37,508 | |
Payroll taxes (in arrears) | 1,308 | 1,308 |
Accrued compensation | 2,124 | 3,649 |
Legal and professional fees | 1,797 | 3,936 |
Accrued litigation loss | 524 | 524 |
Taxes | 5,953 | |
Other | 1,990 | 3,897 |
Total | $ 7,743 | $ 56,775 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 08, 2018 |
Accrued interest | $ 102,000 | $ 85,000 | |
John Textor [Member] | |||
Note payable due to related parties | $ 172,000 | ||
Debt interest rate | 18.00% |
Related Parties - Schedule of A
Related Parties - Schedule of Amount Owed to Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Amounts owed to and due from related parties | $ 305 | $ 665 |
Alexander Bafer, Former Executive Chairman [Member] | ||
Amounts owed to and due from related parties | 20 | 20 |
John Textor, Former Chief Executive Officer and Affiliated Companies [Member] | ||
Amounts owed to and due from related parties | 292 | 592 |
Other [Member] | ||
Amounts owed to and due from related parties | $ (7) | $ 53 |
Note Payable (Details Narrative
Note Payable (Details Narrative) $ / shares in Units, € in Thousands | Jul. 06, 2020USD ($) | Jul. 03, 2020USD ($) | May 11, 2020USD ($) | Apr. 21, 2020shares | Mar. 30, 2020USD ($)$ / shares | Mar. 19, 2020USD ($)$ / sharesshares | Mar. 11, 2020USD ($) | Feb. 17, 2020EUR (€)shares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares |
Accrued interest | $ 102,000 | $ 85,000 | |||||||||
Debt face amount | 10,050,000 | ||||||||||
Loss on extinguishment of debt | 39,249,000 | ||||||||||
Original issue discount | $ 2,650,000 | ||||||||||
Warrants exercise price per share | $ / shares | $ 7.74 | $ 5 | |||||||||
Fair value of warrants | $ 15,000 | (2,477,000) | |||||||||
Value of common stock shares issued | 2,297,000 | 1,778,000 | |||||||||
Loss on issuance of notes, bonds and warrants | $ (24,053,000) | ||||||||||
Conversion value of stock into notes payable | $ 1,100,000,000 | ||||||||||
Subsequent Event [Member] | Senior Notes [Member] | |||||||||||
Repayment of notes | $ 10,500,000 | ||||||||||
Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||
Outstanding credit facility | |||||||||||
Note Purchase Agreement [Member] | |||||||||||
Number of common stock shares issued | shares | 900,000 | ||||||||||
Share issued price per share | $ / shares | $ 8.35 | $ 8.35 | |||||||||
Value of common stock shares issued | $ 7,500,000 | ||||||||||
Conversion value of stock into notes payable | $ 200,000 | ||||||||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||
Interest rate | 17.39% | ||||||||||
Debt instrument, maturity date | Jul. 17, 2020 | ||||||||||
Debt face amount | $ 10,050,000 | ||||||||||
Proceeds from notes pyable | 7,400,000 | ||||||||||
Original issue discount | 2,650,000 | ||||||||||
Loss on issuance of notes, bonds and warrants | $ 12,900,000 | ||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||
Warrants to purchase common stock | shares | 3,269,231 | ||||||||||
Warrants exercise price per share | $ / shares | $ 5 | ||||||||||
Number of common stock shares issued | shares | 900,000 | ||||||||||
Fair value of warrants | $ 15,600,000 | 16,000,000 | |||||||||
Share issued price per share | $ / shares | $ 8.15 | ||||||||||
Value of common stock shares issued | $ 7,300,000 | ||||||||||
Note Purchase Agreement [Member] | Subsequent Event [Member] | FB Loan [Member] | |||||||||||
Sale of capital stock for consideration | $ 7,409,045 | ||||||||||
Debt financing percentage | 100.00% | ||||||||||
Amendment to Note Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||
Sale of common stock, shares | shares | 900,000 | ||||||||||
FBNK Finance SarL [Member] | |||||||||||
Interest rate | 4.50% | ||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||
Debt face amount | 55,100,000 | ||||||||||
Debt instrument nominal, shares | shares | 5,000 | ||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||
Loss on extinguishment of debt | $ 11,100,000 | ||||||||||
FBNK Finance SarL [Member] | EUR [Member] | |||||||||||
Debt face amount | € | € 50,000,000 | ||||||||||
Debt instrument nominal value | € | € 10,000 | ||||||||||
HLEE Finance S.a.r.l [Member] | Credit Agreement [Member] | |||||||||||
Line of credit permit indebtedness | $ 50,000,000 | ||||||||||
Proceeds from loans | $ 250,000 | ||||||||||
Fubo Tv [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||
Original issue discount | $ 2,650,000 | ||||||||||
Series X Convertible Preferred Stock [Member] | |||||||||||
Number of common stock shares issued | shares | |||||||||||
Value of common stock shares issued | |||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | |||||||||||
Notes payable | $ 2,700,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | ||||||||||
Accrued interest | $ 1,500,000 | ||||||||||
Number of shares acquired | shares | 15,000,000 | ||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||
Conversion of Convertible Preferred Stock | shares | 10,000,000 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Value of Senior Notes (Details Narrative) | Mar. 31, 2020USD ($) |
Notes Payable [Abstract] | |
Principal value of Senior Note | $ 10,050,000 |
Original issue discount | (2,650,000) |
Discount resulting from allocation of proceeds to warrant liability | (7,400,000) |
Amortization of discount | 1,005,000 |
Net carrying value of Senior Note | $ 1,005,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Mar. 19, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Warrant liability expire date | Jan. 28, 2023 | |||
Warrant liability - subsidiary | $ 39 | $ 24 | ||
Change in fair value of subsidiary warrant liability | $ 15 | |||
Discount percentage of stock price | ||||
Fair value of the warrant liability | $ 15 | $ (2,477) | ||
Change in fair value of warrant liability | 366 | |||
Note Purchase Agreement [Member] | FB Loan [Member] | ||||
Fair value of the warrant liability at grant date | 15,600 | |||
Fair value of the warrant liability | $ 15,600 | 16,000 | ||
Change in fair value of warrant liability | $ 400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Investment | $ 2,374 | |
Profits interest sold | 1,971 | 1,971 |
Embedded put option | 389 | 376 |
Warrant liability - Subsidiary | 39 | 24 |
Warrant Liability | 15,987 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets at Fair Value | 2,374 | |
Derivative liability - convertible notes | ||
Profits interest sold | ||
Profits interest | ||
Embedded put option | ||
Warrant liability - Subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Quoted Prices in Active Markets (Level 1) [Member] | Nexway AG [Member] | ||
Investment | 2,374 | |
Quoted Prices in Active Markets (Level 1) [Member] | Equity/Debt Funds [Member] | ||
Investment | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Derivative liability - convertible notes | ||
Profits interest sold | ||
Profits interest | ||
Embedded put option | ||
Warrant liability - Subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Significant Other Observable Inputs (Level 2) [Member] | Nexway AG [Member] | ||
Investment | ||
Significant Other Observable Inputs (Level 2) [Member] | Equity/Debt Funds [Member] | ||
Investment | 1,965 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets at Fair Value | ||
Derivative liability - convertible notes | 1,692 | 1,203 |
Profits interest sold | 1,971 | |
Profits interest | 1,971 | |
Embedded put option | 389 | 376 |
Warrant liability - Subsidiary | 39 | 24 |
Warrant Liability | 15,987 | |
Total Financial Liabilities at Fair Value | $ 3,574 | |
Significant Unobservable Inputs (Level 3) [Member] | Nexway AG [Member] | ||
Investment | ||
Significant Unobservable Inputs (Level 3) [Member] | Equity/Debt Funds [Member] | ||
Investment |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,203 | |
Fair Values of Derivatives, Convertible Notes Change in fair value | (200) | |
Fair Values of Derivatives, Convertible Notes Additions | 689 | |
Fair Values of Derivatives, Convertible Notes Redemptions | ||
Fair Values of Derivatives, Convertible Notes at end | 1,692 | |
Fair Values of Warrants (assumed from subsidiary) at beginning | 24 | |
Fair Values of Warrants (assumed from subsidiary) Change in fair value | 15 | |
Fair Values of Warrants (assumed from subsidiary) Additions | ||
Fair Values of Warrants (assumed from subsidiary) Redemptions | ||
Fair Values of Warrants (assumed from subsidiary) at end | 39 | |
Profits Interests Sold at beginning | 1,971 | |
Profits Interests Sold Change in fair value | ||
Profits Interests Sold Additions | ||
Profits Interests Sold Redemptions | ||
Profits Interests Sold at end | 1,971 | |
Warrant Liability, at beginning | ||
Warrant Liability, Change in fair value | 366 | |
Warrant Liability, Additions | 15,621 | |
Warrant Liability, Redemptions | ||
Warrant Liability, at end | 15,987 | |
Embedded Put Option, at beginning | 376 | |
Embedded Put Option, Change in fair value | (97) | |
Embedded Put Option, Additions | 172 | |
Embedded Put Option, Redemptions | (62) | |
Embedded Put Option, at end | $ 389 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions (Details) - $ / shares | Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 |
Exercise Price | $ 5 | $ 7.74 | |
Fair value assumption, warrant Contractual term (years) | 5 years | ||
Number of subsidiary warrants outstanding | 142,118 | ||
Minimum [Member] | |||
Fair value of underlying common shares | 4.78 | ||
Maximum [Member] | |||
Fair value of underlying common shares | $ 4.97 | ||
Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value of warrant liability, measurement input, percentage | 0.14 | ||
Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value of warrant liability, measurement input, percentage | 0.66 | ||
Expected Dividend Yield [Member] | |||
Fair value of warrant liability, measurement input, percentage | 0 | ||
Expected Volatility [Member] | Minimum [Member] | |||
Fair value of warrant liability, measurement input, percentage | 52.6 | ||
Expected Volatility [Member] | Maximum [Member] | |||
Fair value of warrant liability, measurement input, percentage | 52.8 | ||
Subsidiary Warrant Liability [Member] | |||
Exercise Price | $ 0.75 | $ 0.75 | |
Stock price - subsidiary | $ 0.03 | $ 0.02 | |
Discount applied | 0.00% | 0.00% | |
Fair value of stock price | $ 0 | $ 0 | |
Number of subsidiary warrants outstanding | 48,904,037 | 48,904,037 | |
Subsidiary Warrant Liability [Member] | Risk Free Interest Rate [Member] | |||
Fair value of warrant liability, measurement input, percentage | 0.28 | 1.62 | |
Subsidiary Warrant Liability [Member] | Contractual Term (Years) [Member] | |||
Fair value assumption, warrant Contractual term (years) | 2 years 9 months 29 days | 3 years 29 days | |
Subsidiary Warrant Liability [Member] | Expected Dividend Yield [Member] | |||
Fair value of warrant liability, measurement input, percentage | 0 | 0 | |
Subsidiary Warrant Liability [Member] | Expected Volatility [Member] | |||
Fair value of warrant liability, measurement input, percentage | 83.7 | 83.7 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Fair value of Liability Using Monte Carlo Simulation Model (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Monte Carlo Method [Member] | ||
Fixed conversion price | $ 0.25 | $ 0.25 |
Risk free rate | 1.60% | |
Expected dividend yield | 8.00% | 8.00% |
Minimum [Member] | ||
Stock price | $ 4.78 | |
Minimum [Member] | Monte Carlo Method [Member] | ||
Stock price | $ 8.35 | $ 8.91 |
Risk free rate | 0.20% | |
Contractual term (years) | 1 year 2 months 12 days | 1 year 2 months 12 days |
Expected volatility | 87.20% | 89.20% |
Maximum [Member] | ||
Stock price | $ 4.97 | |
Maximum [Member] | Monte Carlo Method [Member] | ||
Stock price | $ 9.20 | $ 9.03 |
Risk free rate | 0.40% | |
Contractual term (years) | 1 year 6 months | 1 year 6 months |
Expected volatility | 94.80% | 90.40% |
Convertible Notes Payable and C
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) - USD ($) | Feb. 10, 2020 | Feb. 06, 2020 | Jan. 17, 2020 | Dec. 20, 2019 | Jul. 30, 2019 | Dec. 06, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 24, 2020 | |||
Principal | $ 10,050,000 | |||||||||||
Unamortized Discount | (2,650,000) | |||||||||||
Convertible Notes [Member] | ||||||||||||
Principal | 1,215,000 | $ 865,000 | ||||||||||
Unamortized Discount | (945,000) | (710,000) | ||||||||||
Variable Share Settlement Feature at Fair Value | 1,692,000 | 1,203,000 | ||||||||||
Carrying amount | $ 1,962,000 | $ 1,358,000 | ||||||||||
JSJ Investments [Member] | ||||||||||||
Issuance Date | [1] | Dec. 6, 2019 | Dec. 6, 2019 | |||||||||
Stated Interest Rate | 10.00% | 10.00% | [1] | 10.00% | [1] | |||||||
Maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [1] | Dec. 6, 2020 | [1] | |||||||
Principal | [1] | $ 255,000 | $ 255,000 | |||||||||
Unamortized Discount | [1] | (174,000) | (238,000) | |||||||||
Variable Share Settlement Feature at Fair Value | [1] | 443,000 | 422,000 | |||||||||
Carrying amount | [1] | $ 524,000 | $ 439,000 | |||||||||
Eagle Equities [Member] | ||||||||||||
Issuance Date | [2] | Dec. 12, 2019 | Dec. 12, 2019 | |||||||||
Stated Interest Rate | [2] | 12.00% | 12.00% | |||||||||
Maturity date | [2] | Dec. 12, 2020 | Dec. 12, 2020 | |||||||||
Principal | [2] | $ 210,000 | $ 210,000 | |||||||||
Unamortized Discount | [2] | (147,000) | (199,000) | |||||||||
Variable Share Settlement Feature at Fair Value | [2] | 297,000 | 285,000 | |||||||||
Carrying amount | [2] | $ 360,000 | $ 296,000 | |||||||||
BHP Capital [Member] | ||||||||||||
Issuance Date | [3] | Dec. 20, 2019 | Dec. 20, 2019 | |||||||||
Stated Interest Rate | 10.00% | 10.00% | [3] | 10.00% | [3] | 10.00% | ||||||
Maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [3] | Dec. 20, 2020 | [3] | |||||||
Principal | [3] | $ 125,000 | $ 125,000 | |||||||||
Unamortized Discount | [3] | (85,000) | (114,000) | |||||||||
Variable Share Settlement Feature at Fair Value | [3] | 120,000 | 117,000 | |||||||||
Carrying amount | [3] | $ 160,000 | $ 128,000 | |||||||||
GS Capital Partners [Member] | ||||||||||||
Issuance Date | [4] | Jan. 17, 2020 | ||||||||||
Stated Interest Rate | 10.00% | 10.00% | [4] | |||||||||
Maturity date | Jan. 17, 2021 | Jan. 17, 2021 | [4] | |||||||||
Principal | [4] | $ 150,000 | ||||||||||
Unamortized Discount | [4] | (120,000) | ||||||||||
Variable Share Settlement Feature at Fair Value | [4] | 210,000 | ||||||||||
Carrying amount | [4] | $ 240,000 | ||||||||||
EMA Financial, LLC [Member] | ||||||||||||
Issuance Date | [5] | Feb. 6, 2020 | ||||||||||
Stated Interest Rate | 10.00% | 10.00% | [5] | |||||||||
Maturity date | Nov. 6, 2020 | Nov. 6, 2020 | [5] | |||||||||
Principal | [5] | $ 125,000 | ||||||||||
Unamortized Discount | [5] | (100,000) | ||||||||||
Variable Share Settlement Feature at Fair Value | [5] | 204,000 | ||||||||||
Carrying amount | [5] | $ 229,000 | ||||||||||
Adar Alef, LLC [Member] | ||||||||||||
Issuance Date | Feb. 10, 2020 | [6] | Jul. 30, 2019 | [7] | ||||||||
Stated Interest Rate | 12.00% | 12.00% | 12.00% | [6] | 10.00% | [7] | ||||||
Maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [6] | Jul. 30, 2020 | [7] | ||||||
Principal | $ 150,000 | [6] | $ 275,000 | [7] | ||||||||
Unamortized Discount | (129,000) | [6] | (159,000) | [7] | ||||||||
Variable Share Settlement Feature at Fair Value | 220,000 | [6] | 379,000 | [7] | ||||||||
Carrying amount | $ 241,000 | [6] | $ 495,000 | [7] | ||||||||
BHP Capital One [Member] | ||||||||||||
Issuance Date | [8] | Mar. 24, 2020 | ||||||||||
Stated Interest Rate | [8] | 10.00% | ||||||||||
Maturity date | [8] | Mar. 24, 2020 | ||||||||||
Principal | [8] | $ 100,000 | ||||||||||
Unamortized Discount | [8] | (95,000) | ||||||||||
Variable Share Settlement Feature at Fair Value | [8] | 99,000 | ||||||||||
Carrying amount | [8] | $ 104,000 | ||||||||||
Jefferson Street Capital LLC [Member] | ||||||||||||
Issuance Date | [9] | Mar. 24, 2020 | ||||||||||
Stated Interest Rate | 10.00% | [9] | 10.00% | |||||||||
Maturity date | [9] | Mar. 24, 2020 | ||||||||||
Principal | [9] | $ 100,000 | ||||||||||
Unamortized Discount | [9] | (95,000) | ||||||||||
Variable Share Settlement Feature at Fair Value | [9] | 99,000 | ||||||||||
Carrying amount | [9] | $ 104,000 | ||||||||||
[1] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[2] | On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[3] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. | |||||||||||
[4] | On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[5] | On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[6] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[7] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | |||||||||||
[8] | On March 24, 2020, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||
[9] | On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. |
Convertible Notes Payable and_2
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) (Parenthetical) | Mar. 24, 2020USD ($)Integer | Feb. 10, 2020USD ($)Integer | Feb. 06, 2020USD ($)Integer | Jan. 29, 2020USD ($)Integer | Jan. 20, 2020USD ($) | Jan. 17, 2020USD ($)Integer | Dec. 20, 2019USD ($)Integer$ / sharesshares | Dec. 12, 2019USD ($)Integer | Jul. 30, 2019USD ($)Integer | Dec. 06, 2016USD ($)Integer | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019 | |||
Repayments of convertible debt | $ 550,000 | $ 203,000 | ||||||||||||||
Proceeds from convertible debt | $ 900,000 | |||||||||||||||
Adar Alef, LLC [Member] | ||||||||||||||||
Convertible promissory notes issued | $ 275,000 | |||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | [1] | 10.00% | [2] | ||||||||||
Debt maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [1] | Jul. 30, 2020 | [2] | ||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | |||||||||||||||
Repayments of convertible debt | $ 275,000 | |||||||||||||||
Repayments of accrued interest | $ 16,000 | |||||||||||||||
Trading days | Integer | 20 | 20 | ||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||
JSJ Investments [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | [3] | 10.00% | [3] | |||||||||||
Debt maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [3] | Dec. 6, 2020 | [3] | |||||||||||
Trading days | Integer | 20 | |||||||||||||||
Principal amount | $ 255,000 | |||||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.47 | |||||||||||||||
Eagle Equities, LLC [Member] | ||||||||||||||||
Interest rate | 12.00% | |||||||||||||||
Debt maturity date | Dec. 12, 2020 | |||||||||||||||
Trading days | Integer | 20 | |||||||||||||||
Principal amount | $ 210,000 | |||||||||||||||
Proceeds from convertible debt | $ 200,000 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||
BHP Capital [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | [4] | 10.00% | [4] | ||||||||||
Debt maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [4] | Dec. 20, 2020 | [4] | |||||||||||
Trading days | Integer | 15 | 15 | ||||||||||||||
Principal amount | $ 100,000 | $ 125,000 | ||||||||||||||
Proceeds from convertible debt | $ 122,500 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | 0.61 | ||||||||||||||
Restricted stock issued shares | shares | 5,000 | |||||||||||||||
Restricted stock issued value | $ 47,000 | |||||||||||||||
Payment of price per share | $ / shares | $ 8 | |||||||||||||||
GS Capital Partners [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | [5] | |||||||||||||
Debt maturity date | Jan. 17, 2021 | Jan. 17, 2021 | [5] | |||||||||||||
Trading days | Integer | 20 | |||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||
EMA Financial, LLC [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | [6] | |||||||||||||
Debt maturity date | Nov. 6, 2020 | Nov. 6, 2020 | [6] | |||||||||||||
Trading days | Integer | 20 | |||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||
Jefferson Street Capital LLC [Member] | ||||||||||||||||
Interest rate | 10.00% | 10.00% | [7] | |||||||||||||
Debt maturity date | [7] | Mar. 24, 2020 | ||||||||||||||
Trading days | Integer | 15 | |||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | |||||||||||||||
Auctus Fund [Member] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Debt maturity date | Nov. 29, 2020 | |||||||||||||||
Repayments of convertible debt | $ 4,000 | |||||||||||||||
Trading days | Integer | 25 | |||||||||||||||
Principal amount | $ 275,000 | |||||||||||||||
[1] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[2] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | |||||||||||||||
[3] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[4] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. | |||||||||||||||
[5] | On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[6] | On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[7] | On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. |
Convertible Notes Payable and_3
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value - Note Variable Share Settlement Feature | $ 389 | $ 376 |
Monte Carlo Method [Member] | ||
Fair Value - Note Variable Share Settlement Feature | $ 1,692 | $ 1,203 |
Monte Carlo Method [Member] | Expected Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% |
Minimum [Member] | ||
Stock Price | $ 4.78 | |
Minimum [Member] | Monte Carlo Method [Member] | ||
Stock Price | $ 8.35 | $ 8.91 |
Minimum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0.12% | 1.52% |
Minimum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | ||
Fair value assumptions, measurement input, term | 3 months 29 days | 6 months 29 days |
Minimum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 91.30% | 90.00% |
Maximum [Member] | ||
Stock Price | $ 4.97 | |
Maximum [Member] | Monte Carlo Method [Member] | ||
Stock Price | $ 9.20 | $ 9.03 |
Maximum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 1.56% | 1.60% |
Maximum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | ||
Fair value assumptions, measurement input, term | 1 year | 1 year |
Maximum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 134.00% | 95.30% |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Proceeds from the issuance of Series D Preferred Stock | $ 203 | |||
Series D Convertible Preferred stock, shares outstanding | 456,000 | 456,000 | ||
Series D Convertible Preferred Stock [Member] | ||||
Temporary equity, number of shares redeemed | 203,000 | |||
Cumulative cash dividend rate | 8.00% | |||
Dividend price per share | $ 1 | |||
Cash dividend, description | Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share) | |||
Accrued dividend | $ 9 | |||
Trading price, price limit to be classified as temporary equity | $ 0.35 | |||
Preferred stock, increased par value | $ 1.29 | |||
Bifurcated redemption feature recognized | $ 171 | |||
Stock Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Temporary equity, number of shares to be issued | 203,000 | |||
Proceeds from the issuance of Series D Preferred Stock | $ 203,000 | |||
Temporary equity, value of shares to be issued | $ 203 | |||
Series D Convertible Preferred stock, shares outstanding | 456,000 |
Temporary Equity - Schedule of
Temporary Equity - Schedule of Temporary Equity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 456,000 |
Total temporary equity, ending balance | $ | $ 463 |
Total temporary equity, shares, ending balance | shares | 456,000 |
Series D Preferred Stock [Member] | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 461,839 |
Issuance of Series D convertible preferred stock for cash | $ | $ 203 |
Issuance of Series D convertible preferred stock for cash, shares | shares | 203,000 |
Offering cost related to issuance of Series D convertible preferred stock | $ | $ (3) |
Offering cost related to issuance of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of offering cost | $ | $ 3 |
Deemed dividends related to immediate accretion of offering cost, shares | shares | |
Accrued Series D preferred stock dividends | $ | $ 9 |
Accrued Series D preferred stock dividends, shares | shares | 8,868 |
Bifurcated redemption feature of Series D convertible preferred stock | $ | $ (171) |
Bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ | $ 171 |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Redemption of Series D preferred stock (including accrued dividends) | $ | $ (211) |
Redemption of Series D preferred stock (including accrued dividends), shares | shares | (210,831) |
Total temporary equity, ending balance | $ | $ 463 |
Total temporary equity, shares, ending balance | shares | 462,876 |
Temporary Equity - Schedule o_2
Temporary Equity - Schedule of Redemption of Preferred Stock Issued (Details) - Series D Preferred Stock [Member] $ / shares in Units, $ in Thousands | Mar. 06, 2020USD ($)$ / sharesshares |
Series D preferred stock issued | shares | 203,000 |
Per share value | $ / shares | $ 1 |
Preferred stock redemption | $ 203 |
Accrued dividends | 8 |
Preferred stock redemption gross | $ 211 |
Redemption percentage | 129.00% |
Total | $ 272 |
Stockholders' Equity_ (Deficit)
Stockholders' Equity/ (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2020 | Mar. 30, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Feb. 20, 2020 | Jan. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Value common stock shares issued for cash | $ 2,297 | $ 1,778 | |||||||
Term of granted options | 8 years 1 month 6 days | ||||||||
Unrecognized stock-based compensation expense | |||||||||
Fair value of warrants | $ 15 | (2,477) | |||||||
Number of warrants issued | 142,118 | ||||||||
Convertible note, value | $ 1,100,000 | ||||||||
Warrant exercise price, per share | $ 7.74 | $ 5 | |||||||
Warrant term | 5 years | ||||||||
2014 Equity Incentive Stock Plan [Member] | |||||||||
Options granted | 166,667 | ||||||||
Term of granted options | 10 years | ||||||||
Number of stock options issued and outstanding | 8,051,098 | ||||||||
2020 Equity Incentive Stock Plan [Member] | |||||||||
Options granted | 12,116,646 | ||||||||
Consulting Services [Member] | |||||||||
Shares issued during period for services, shares | 275,000 | ||||||||
Shares issued during period for services, value | $ 2,300 | ||||||||
Consulting Services One [Member] | |||||||||
Shares issued during period for services, shares | 2,500 | ||||||||
Shares issued during period for services, value | $ 26 | ||||||||
Issuance of Common Stock in Connection with Convertible Notes [Member] | |||||||||
Value common stock shares issued for cash | $ 100 | ||||||||
Issuance of common stock shares for cash | 7,500 | ||||||||
Joint Business Development Agreement [Member] | Restricted Common Stock [Member] | |||||||||
Shares issued during period for services, shares | 200,000 | ||||||||
Shares issued during period for services, value | $ 1,800 | ||||||||
Digital Likeness Development Agreement [Member] | |||||||||
Shares issued during period for services, shares | 62,500 | ||||||||
Shares issued during period for services, value | $ 600 | ||||||||
Mayweather Agreement [Member] | |||||||||
Options granted | 280,000 | ||||||||
Term of granted options | 5 years | ||||||||
Stock option, exercise price | $ 7.20 | ||||||||
Fair value of stock options granted | $ 1,031 | ||||||||
Stock option expiration date | Dec. 21, 2024 | ||||||||
Note Purchase Agreement [Member] | |||||||||
Value common stock shares issued for cash | $ 7,500 | ||||||||
Issuance of common stock shares for cash | 900,000 | ||||||||
Share issued price per share | $ 8.35 | $ 8.35 | |||||||
Convertible note, value | $ 200 | ||||||||
Common Stock [Member] | |||||||||
Value common stock shares issued for cash | |||||||||
Issuance of common stock shares for cash | 795,593 | 378,098 | |||||||
Shares issued during period for services, shares | 200,000 | ||||||||
Shares issued during period for services, value | $ 1,600 | ||||||||
Options granted | 1,040,000 | ||||||||
Options [Member] | |||||||||
Options granted | 280,000 | ||||||||
Term of granted options | 10 years | ||||||||
Expected dividend yield | 0.00% | ||||||||
FB Loan Warrant[Member] | Note Purchase Agreement [Member] | |||||||||
Warrant to purchase common stock shares | 3,269,231 | ||||||||
Fair value of warrants | $ 15,600 | ||||||||
Pulse Evolution Corporation [Member] | Common Stock [Member] | |||||||||
Value common stock shares issued for cash | $ 1,552,070 | ||||||||
Common stock issued in exchange for subsidiary shares | 3,727,080 | ||||||||
Reduction of noncontrolling interest | $ 1,100 | ||||||||
Officer [Member] | Issuance of Common Stock for Employee Compensation [Member] | |||||||||
Value common stock shares issued for cash | $ 2,700 | ||||||||
Issuance of common stock shares for cash | 300,000 | ||||||||
Share issued price per share | $ 9 | ||||||||
Private Placement [Member] | Investors [Member] | |||||||||
Value common stock shares issued for cash | $ 2,300 | ||||||||
Issuance of common stock shares for cash | 795,593 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Series X Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Series AA Convertible Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party. |
Stockholders' Equity_ (Defici_2
Stockholders' Equity/ (Deficit) - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Shares Outstanding, Beginning Balance | shares | 16,667 |
Number of Shares Outstanding, Granted | shares | 280,000 |
Number of Shares Outstanding, Ending Balance | shares | 296,667 |
Number of Shares, Options Vested and Exercisable, Ending Balance | shares | 296,667 |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 |
Weighted Average Exercise Price, Granted | 7.20 |
Weighted Average Exercise Price, Ending Balance | 8.38 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 8.38 |
Total Intrinsic Value, Beginning Balance | $ | |
Total Intrinsic Value, Granted | $ 322,000 |
Total Intrinsic Value, Ending Balance | $ | $ 322,000 |
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ | $ 322,000 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Life (in Years), Granted | 4 years 8 months 12 days |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 4 years 10 months 25 days |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 4 years 10 months 25 days |
Stockholders' Equity_ (Defici_3
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning Balance | shares | 200,007 |
Number of Warrants Outstanding, Issued | shares | 3,411,349 |
Number of Warrants Outstanding, Expired | shares | (200,000) |
Number of Warrants Outstanding, Ending Balance | shares | 3,411,356 |
Number of Warrants Exercisable, Ending Balance | shares | 3,411,356 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 12.15 |
Weighted Average Exercise Price, Issued | $ / shares | 5.11 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 5.16 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.16 |
Total Intrinsic Value, Beginning Balance | $ | |
Total Intrinsic Value, Issued | $ | 11,038,616 |
Total Intrinsic Value, Expired | $ | |
Total Intrinsic Value, Ending Balance | $ | 11,038,616 |
Total Intrinsic Value, Warrants exercisable Ending Balance | $ | $ 11,038,616 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Feb. 14, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 19, 2019 |
Right of use assets | $ 37,000 | $ 3,519,000 | ||
Operating lease expiry date | Aug. 31, 2020 | |||
Nexway AG [Member] | ||||
Right of use assets | $ 0 | $ 3,600,000 | ||
Operating lease liabilities | $ 0 | $ 3,600,000 | ||
March 1, 2019 Until August 31, 2020 [Member] | ||||
Annual rent | $ 89,437 | |||
August 31, 2021 [Member] | ||||
Annual rent | 94,884 | |||
August 31, 2022 [Member] | ||||
Annual rent | $ 97,730 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 98 |
Variable lease cost | 73 |
Operating lease expense | 171 |
Short-term lease rent expense | |
Total rent expense | $ 171 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 75 |
Right-of-use assets exchanged for operating lease liabilities | $ 125 |
Weighted-average remaining lease term - operating leases | 4 months 24 days |
Weighted-average monthly discount rate - operating leases | 0.80% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Closed Litigation [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | |
Number of legal matters | Integer | 2 | |
Loss contingency, accrued | $ | $ 524 | $ 524 |
Acquisition of fuboTV (Details
Acquisition of fuboTV (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Options exercisable, weighted average price | $ 8.38 | ||
Value of common stock shares issued | $ 2,297 | $ 1,778 | |
Common Stock [Member] | |||
Number of common stock shares issued | 795,593 | 378,098 | |
Value of common stock shares issued | |||
Subsequent Event [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||
Aggregate number of options to acquire common stock | 8,051,098 | ||
Options exercisable, weighted average price | $ 1.32 | ||
Purchase price of acquisition | $ 596,100 | ||
Market value of acquisition | $ 529,700 | ||
Share issued price per share | $ 8.20 | ||
Number of common stock shares issued | 64,600,000 | ||
Value of common stock shares issued | $ 66,400 | ||
Stock option shares issued on converted basis | 8,100 | ||
Subsequent Event [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||
Shares issued during period for merger | 34,324,362 | ||
Preferred stock, voting rights | Pursuant to the Series AA Certificate of Designation, each share of Series AA Preferred Stock is convertible into two (2) shares of FaceBank's common stock. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 02, 2020 | Jun. 28, 2020 | Jun. 16, 2020 | Jun. 08, 2020 | Jun. 08, 2020 | Jul. 06, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | May 25, 2020 | Mar. 30, 2020 |
Number of shares exchanged, value | ||||||||||
Warrant exercise price, per share | $ 5 | $ 7.74 | ||||||||
Number of options granted to purchase of common stock, shares | 280,000 | |||||||||
Subsequent Event [Member] | PEC [Member] | ||||||||||
Number of common stock shares issued | 1,201,749 | |||||||||
Issuance of common stock - subsidiary share exchange, shares | 14,222,975 | |||||||||
Subsequent Event [Member] | ARETE Wealth Management [Member] | ||||||||||
Warrants to purchase common stock | 275,000 | |||||||||
Warrant exercise price, per share | $ 9 | |||||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Convertible Notes [Member] | ||||||||||
Warrants to purchase common stock | 55,172 | |||||||||
Number of common stock shares issued | 55,000 | |||||||||
Convertible notes principal balance | $ 2,100,000 | |||||||||
Warrant exercise price, per share | $ 8.09 | |||||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Investors [Member] | ||||||||||
Sale of common stock, shares | 3,735,922 | 111,459 | ||||||||
Sale of stock price per share | $ 7 | $ 7 | ||||||||
Warrants to purchase common stock | 3,735,922 | 3,735,922 | ||||||||
Warrants purchase price | $ 26,151,454 | $ 26,151,454 | ||||||||
Sale of common stock shares, value | $ 403,895 | |||||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Credit Suisse Capital LLC [Member] | ||||||||||
Sale of common stock, shares | 2,162,163 | |||||||||
Sale of stock price per share | $ 9.25 | |||||||||
Sale of common stock shares, value | $ 20,000,008 | |||||||||
Subsequent Event [Member] | Employment Agreement [Member] | ||||||||||
Number of options granted to purchase of common stock, shares | 850,000 | |||||||||
Exercise price, per share | $ 10.435 | $ 10.435 | ||||||||
Subsequent Event [Member] | Letter Agreement [Member] | ||||||||||
Number of options granted to purchase of common stock, shares | 1,203,297 | |||||||||
Exercise price, per share | $ 11.15 | |||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||
Number of shares redeemed | 253,000 | |||||||||
Number of shares exchanged, value | $ 339,174 | |||||||||
Preferred stock, shares outstanding | 203,000 |