Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Aug. 07, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | FaceBank Group, Inc. | ||
Entity Central Index Key | 0001484769 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | true | ||
Amendment Description | On March 4, 2020, the Securities and Exchange Commission (the "SEC") issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as amended by Release No. 34-88465 issued on March 25, 2020 (as amended, the "Order"). The Order provided public companies with a 45-day extension to file certain disclosure reports, including their Annual Report on Form 10-K that would otherwise have been due between March 1, 2020 and July 1, 2020. As disclosed in FaceBank Group, Inc.'s (the "Company") Current Report on Form 8-K filed with the SEC on March 31, 2020 (the "8-K"), the Company is relying on the Order and was unable to file this Annual Report on Form 10-K for the year ended December 31, 2019 (the "Annual Report") on a timely basis due to the novel coronavirus pandemic ("COVID-19"). The headquarters and finance operations of the Company's principal operating subsidiary are located in France. Local health authorities in France have enacted stringent restrictions designed to minimize risk to exposure to COVID-19 that have resulted in the mandatory confinement of people to their homes, subject to limited exceptions. In addition, due to travel restrictions imposed by the governments of the United States and France in the wake of the COVID-19 outbreak, the Company's U.S. based independent auditor was unable to travel to France to perform the site visits needed to complete the audit of the Company's financial statements for the fiscal year ended December 31, 2019. These restrictions have prevented the Company's personnel and auditors from accessing the offices of the Company's subsidiary in France. All of the foregoing slowed the accounting and auditing work required to compile and audit the Company's financial statements for the year ended December 31, 2019 to be included in the Annual Report. Based on the foregoing, on March 31, 2020, the Company filed the 8-K to avail itself of a 45-day extension to file this Annual Report relying on the exemptions provided by the SEC Order. This Annual Report on Form 10-K is being filed in reliance on the SEC Order. In connection with the preparation of the Company's condensed consolidated interim financial statements as of and for the quarter ended June 30, 2020, the Company identified an inadvertent error in the accounting for goodwill relating to the Company's acquisitions of Nexway and Facebank AG. Goodwill was inadvertently impaired at December 31, 2019. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the year ended December 31, 2019. Also, the Company is restating Item 9A to correct the list of material weaknesses that were identified in connection with the evaluation that was conducted in connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, originally filed with the Securities and Exchange Commission on May 29, 2020. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 82,999,601 | ||
Entity Common Stock, Shares Outstanding | 42,064,459 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash | $ 7,624 | $ 31 | |
Accounts receivable, net | 8,904 | ||
Inventory | 49 | ||
Prepaid expenses | 1,396 | ||
Total current assets | 17,973 | 31 | |
Property and equipment, net | 335 | 14 | |
Deposits | 24 | 3 | |
Financial assets at fair value | 1,965 | ||
Intangible assets | 116,646 | 136,078 | |
Goodwill | 227,763 | 149,975 | |
Right-of-use assets | 3,519 | ||
Total assets | 368,225 | 286,101 | |
Current liabilities | |||
Accounts payable | 36,373 | 2,475 | |
Accrued expenses | 20,402 | 5,860 | |
Due to related parties | 665 | 398 | |
Note payable | 4,090 | 3,667 | |
Notes payable - related parties | 368 | 172 | |
Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively | 1,358 | 587 | |
Convertible notes - related parties | 864 | ||
Shares settled liability for intangible asset | 1,000 | ||
Profit share liability | 1,971 | ||
Warrant liability - subsidiary | 24 | 4,528 | |
Derivative liability | 376 | ||
Current portion of lease liability | 815 | ||
Total current liabilities | 67,442 | 18,551 | |
Deferred income taxes | 30,879 | 35,000 | |
Other long-term liabilities | 41 | ||
Lease liability | 2,705 | ||
Long term borrowings | 43,982 | ||
Total liabilities | 145,049 | 53,551 | |
COMMITMENTS AND CONTINGENCIES (Note 16) | |||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 | 462 | ||
Stockholders' equity: | |||
Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively | 3 | 1 | |
Additional paid-in capital | 257,002 | 227,570 | |
Accumulated deficit | (56,123) | (21,763) | |
Non-controlling interest | 22,602 | 26,742 | |
Accumulated other comprehensive loss | (770) | ||
Total stockholders' equity | 222,714 | 232,550 | $ (3,099) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 368,225 | 286,101 | |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 710 | $ 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 | 461,839 | ||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||
Series D Convertible Preferred stock, liquidation preference | $ 462 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 28,912,500 | 7,532,776 | |
Common stock, shares outstanding | 28,912,500 | 7,532,776 | |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series X Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 1,000,000 | |
Preferred stock, shares outstanding | 0 | 1,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Revenues, net | $ 4,271 | |
Total revenues | 4,271 | |
Operating expenses | ||
General and administrative | 13,793 | 6,746 |
Amortization of intangible assets | 20,682 | 8,209 |
Impairment of intangible assets | 8,598 | |
Depreciation | 83 | 8 |
Total operating expenses | 43,156 | 14,963 |
Operating loss | (38,885) | (14,963) |
Other income (expense) | ||
Interest expense and financing costs | (2,062) | (2,651) |
Gain on extinguishment of convertible notes | 1,852 | |
Loss on investments | (8,281) | |
Foreign currency loss | (18) | |
Other expense | 726 | (94) |
Change in fair value of subsidiary warrant liability | 4,504 | (91) |
Change in fair value of derivative liability | 815 | 741 |
Change in fair value of Panda interests | (198) | |
Total other income (expense) | (4,514) | (243) |
Loss before income taxes | (43,399) | (15,206) |
Income tax benefit | (5,272) | (2,114) |
Net loss | (38,127) | (13,092) |
Less: net loss attributable to non-controlling interest | 3,767 | 2,482 |
Net loss attributable to controlling interest | (34,360) | (10,610) |
Less: Deemed dividend on Series D Preferred stock | (9) | |
Less: Deemed dividend - beneficial conversion feature on preferred stock | (589) | |
Net loss attributable to common stockholders | (34,958) | (10,610) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | (770) | |
Comprehensive loss | $ (35,728) | $ (10,610) |
Net loss per share attributable to common stockholders | ||
Basic and diluted | $ (1.57) | $ (2.37) |
Weighted average shares outstanding: | ||
Basic and diluted | 22,286,060 | 4,481,600 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 8,053 | $ (11,153) | $ (3,099) | |||
Balance, shares at Dec. 31, 2017 | 7,424,491 | 2,659,918 | |||||
Issuance of common stock for cash | 3,185 | 3,185 | |||||
Issuance of common stock for cash, shares | 623,578 | ||||||
Issuance of common stock for services | 3,752 | 3,752 | |||||
Issuance of common stock for services, shares | 407,943 | ||||||
Issuance of common stock for commitment fee | 63 | 63 | |||||
Issuance of common stock for commitment fee, shares | 3,072 | ||||||
Conversion of notes payable into common shares | 18 | 18 | |||||
Conversion of notes payable into common shares, shares | 4,334 | ||||||
Cashless exercise of warrants | |||||||
Cashless exercise of warrants, shares | 5,114 | ||||||
Excess shares issued upon cashless exercise of warrants | 94 | 94 | |||||
Excess shares issued upon cashless exercise of warrants, shares | 10,492 | ||||||
Beneficial conversion feature on note payable | 50 | 50 | |||||
Beneficial conversion feature on note payable, shares | |||||||
Exchange of Series A Preferred into common stock | $ (1) | $ 1 | |||||
Exchange of Series A Preferred into common stock, shares | (5,000,000) | 3,633,333 | |||||
Conversion of Series B Preferred into common stock | |||||||
Conversion of Series B Preferred into common stock, shares | (1,000,000) | 66,667 | |||||
Conversion of Series C Preferred into common stock | |||||||
Conversion of Series C Preferred into common stock, shares | (1,424,491) | 94,966 | |||||
Issuance of Series X Preferred for business acquisition | 211,500 | 211,500 | |||||
Issuance of Series X Preferred for business acquisition, shares | 1,000,000 | ||||||
Non-controlling interest of acquired business | 29,224 | 29,224 | |||||
Issuance of common stock for purchase of asset | 658 | 658 | |||||
Issuance of common stock for purchase of asset, shares | 23,360 | ||||||
Extinguishment gain on related party convertible notes recorded as a capital contribution | 197 | 197 | |||||
Deemed dividend on Series D preferred stock | |||||||
Foreign currency translation adjustment | |||||||
Net loss | (10,610) | (2,482) | (13,092) | ||||
Balance at Dec. 31, 2018 | $ 1 | 227,570 | (21,763) | 26,742 | 232,550 | ||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,777 | |||||
Issuance of common stock for cash | 2,526 | 2,526 | |||||
Issuance of common stock for cash, shares | 1,028,497 | ||||||
Issuance of common stock for services | 302 | 302 | |||||
Issuance of common stock for services, shares | 35,009 | ||||||
Issuance of common stock for cash - Hong Kong investor | 1,063 | 1,063 | |||||
Issuance of common stock for cash - Hong Kong investor, shares | 93,910 | ||||||
Preferred stock converted to common stock | $ 1 | (1) | |||||
Preferred stock converted to common stock, shares | (1,000,000) | 15,000,000 | |||||
Common stock issued for lease settlement | 130 | 130 | |||||
Common stock issued for lease settlement, shares | 18,935 | ||||||
Issuance of subsidiary common stock for cash | $ 92 | $ 92 | |||||
Issuance of subsidiary common stock for cash, shares | |||||||
Additional shares issued for reverse stock split, shares | 1,373 | ||||||
Acquisition of Facebank AG and Nexway | $ 19,950 | $ 3,582 | $ 23,532 | ||||
Acquisition of Facebank AG and Nexway, shares | 2,500,000 | ||||||
Issuance of common stock - subsidiary share exchange | $ 1 | 3,954 | (3,955) | ||||
Issuance of common stock - subsidiary share exchange, shares | 2,503,333 | ||||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | 13 | |||||
Issuance of common stock in connection with cancellation of a consulting agreement, shares | 2,000 | ||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (589) | (589) | |||||
Deemed dividend on Series D preferred stock | (9) | (9) | |||||
Accrued Series D preferred stock dividends | (14) | (14) | |||||
Common stock issued in connection with note payable | 47 | 47 | |||||
Common stock issued in connection with note payable, shares | 5,000 | ||||||
Issuance of common stock in connection with Panda Investment | 1,918 | 1,918 | |||||
Issuance of common stock in connection with Panda Investment, shares | 175,000 | ||||||
Issuance of common stock in connection with note conversion | 50 | 50 | |||||
Issuance of common stock in connection with note conversion, shares | 16,666 | ||||||
Foreign currency translation adjustment | (770) | 770 | |||||
Net loss | (34,360) | (3,767) | (38,127) | ||||
Balance at Dec. 31, 2019 | $ 3 | $ 257,002 | $ (56,123) | $ (770) | $ 22,602 | $ 222,714 | |
Balance, shares at Dec. 31, 2019 | 28,912,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (38,127) | $ (13,092) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 20,682 | 8,209 |
Depreciation | 83 | 8 |
Gain on extinguishment of convertible notes | (1,852) | |
Loss on excess shares issued upon cashless exercise of warrants | 94 | |
Issuance of common stock for services | 302 | 3,752 |
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | |
Common stock issued for commitment fee | 63 | |
Common stock issued in connection with note payable | 47 | |
Loss on investments | 8,281 | |
Stock-based compensation in connection with Panda | 1,118 | |
Impairment of intangible assets | 8,598 | |
Amortization of debt discount | 603 | 1,535 |
Deferred income tax benefit | (5,272) | (2,114) |
Fair value of derivative in excess of note payable | 293 | |
Change in fair value of derivative liability | (815) | (741) |
Change in fair value of subsidiary warrant liability | (4,504) | 91 |
Change in fair value of Panda interests | 198 | |
Amortization of right-of-use assets | 200 | |
Other income related to note conversion | (50) | |
Accrued interest on note payable | 658 | |
Foreign currency loss | (770) | |
Other adjustments | (1,304) | |
Changes in operating assets and liabilities of business, net of acquisitions: | ||
Accounts receivable | 7,705 | |
Prepaid expenses | (227) | |
Accounts payable | 5,476 | 183 |
Accrued expenses | (964) | 74 |
Lease liability | (200) | 344 |
Net cash provided by (used in) operating activities | 1,731 | (3,153) |
Cash flows from investing activities | ||
Investment in Panda Productions (HK) Limited | (1,000) | |
Acquisition of FaceBank AG and Nexway, net of cash paid | 2,300 | |
Sale of profits interest in investment in Panda Productions (HK) Limited | 655 | |
Purchase of intangible assets | (250) | |
Payments for property and equipment | (175) | |
Lease security deposit | (21) | |
Net cash provided by investing activities | 1,509 | |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 847 | 1,780 |
Repayments of convertible notes | (541) | (1,803) |
Proceeds from the issuance of preferred stock | 700 | |
Proceeds from sale of common stock and warrants | 3,589 | 3,130 |
Proceeds from sale of subsidiary's common stock | 92 | |
Redemption of Series D preferred stock | (337) | |
Proceeds from related parties | 423 | |
Repayments of note payable related party | (264) | |
Repayments to related parties | (156) | |
Net cash provided by financing activities | 4,353 | 3,107 |
Net increase in cash | 7,593 | (46) |
Cash at beginning of period | 31 | 77 |
Cash at end of period | 7,624 | 31 |
Supplemental disclosure of cash flows information: | ||
Interest paid | 170 | 588 |
Income tax paid | ||
Total Interest and Income tax paid | 170 | 588 |
Non cash financing and investing activities: | ||
Issuance of common stock in connection with note conversion | 50 | 18 |
Issuance of common stock upon acquisition of Facebank AG and Nexway | 19,950 | |
Issuance of common stock in connection with Panda Investment | 1,918 | |
Series X convertible preferred stock issued upon acquisition of Evolution AI Corporation | 211,500 | |
Issuance of common stock upon acquisition of Evolution AI Corporation | 658 | |
Long term borrowings related to investment | 5,443 | |
Extinguishment gain on related party convertible notes recorded as a capital contribution | 197 | |
Beneficial conversion feature | 50 | |
Shares settled liability for intangible asset - Floyd Mayweather | 1,000 | |
Accrued Series D Preferred Stock dividends | 14 | |
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 589 | |
Common stock issued for lease settlement | 130 | |
Measurement period adjustment on the Evolution AI Corporation acquisition | $ 1,921 |
Organization, Nature of Busines
Organization, Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Nature of Business and Basis of Presentation | Note 1 – Organization, Nature of Business and Basis of Presentation Overview FaceBank Group, Inc. 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. On April 1, 2020, FaceBank effected a merger (the “Merger”) pursuant to which fuboTV, Inc., a Delaware corporation and a leading live TV streaming platform for sports, news and entertainment, became a wholly owned subsidiary of the Company. On May 1, 2020, the Company’s trading symbol was changed to FUBO. 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. Facebank Group is positioned as a technology driven, intellectual property company with significant revenue participations in the digital likeness of leading celebrities and character-based entertainment properties. 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. Nature of Business The Company is a leading digital entertainment company, combining fuboTV’s direct-to-consumer live TV streaming platform with FaceBank’s technology-driven IP in sports, movies and live performances. This business combination, operating as fuboTV, Inc., will create a content delivery platform for traditional and future-form IP. fuboTV plans to leverage FaceBank’s 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 Reverse Stock Split and Increase in Authorized Share Capital On January 9, 2019, the Company amended its certificate of incorporation to increase the authorized number of shares of its $0.0001 par value per share common stock to 400 million shares. The Company also effectuated a 1-for-30 reverse stock split of its common stock on February 28, 2019. All share and per share amounts for all periods presented are retroactively restated for the effect of the reverse stock split. All of the outstanding shares of Series X Preferred Stock also automatically converted into an aggregate of 15,000,000 shares of common stock on February 28, 2019. |
Restatement for Correction of a
Restatement for Correction of an Error | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement for Correction of an Error | Note 2 – Restatement for Correction of an Error In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter ended June 30, 2020, the Company identified an inadvertent error in the accounting for goodwill relating to the Company’s acquisition of Nexway. Goodwill was inadvertently impaired at December 31, 2019. Upon further evaluation, the Company determined that goodwill amounting to $79.7 million should not have been impaired. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the year ended December 31, 2019. In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate: Note 4 - Summary of Significant Accounting Policies Note 5 – Acquisitions Note 7 – Intangible Assets and Goodwill The financial statement misstatements reflected in the table below did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Consolidated Balance Sheets and Consolidated Statement of Operations as of and for the year ended December 31, 2019 to the corresponding restated consolidated financial statements for that year end. Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended December 31, 2019 are as follows: December 31, 2019 Effect of Restatement December 31, 2019 ASSETS Current assets Cash $ 7,624 $ - $ 7,624 Accounts receivable, net 8,904 - 8,904 Inventory 49 - 49 Prepaid expenses 1,396 - 1,396 Total current assets 17,973 - 17,973 - Property and equipment, net 335 - 335 Deposits 24 - 24 Financial assets at fair value 1,965 - 1,965 Intangible assets 116,646 - 116,646 Goodwill 148,054 79,709 227,763 Right-of-use assets 3,519 - 3,519 Total assets $ 288,516 $ 79,709 $ 368,225 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Current liabilities - Accounts payable 36,373 - 36,373 Accrued expenses 20,402 - 20,402 Due to related parties 665 - 665 Note payable 4,090 - 4,090 Notes payable - related parties 368 - 368 Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively 1,358 - 1,358 Convertible notes - related parties - - - Shares settled liability for intangible asset 1,000 - 1,000 Profit share liability 1,971 - 1,971 Warrant liability - subsidiary 24 - 24 Derivative liability 376 - 376 Current portion of lease liability 815 - 815 Total current liabilities 67,442 - 67,442 - Deferred income taxes 30,879 - 30,879 Other long-term liabilities 41 - 41 Lease liability 2,705 - 2,705 Long term borrowings 43,982 - 43,982 Total liabilities 145,049 - 145,049 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 462 - 462 - Stockholders’ equity: - Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively 3 - 3 Additional paid-in capital 257,002 - 257,002 Accumulated deficit (135,832 ) 79,709 (56,123 ) Non-controlling interest 22,602 - 22,602 Accumulated other comprehensive loss (770 ) - (770 ) Total stockholders’ equity 143,005 79,709 222,714 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 288,516 $ 79,709 $ 368,225 For the Year Ended December 31, 2019 Effect of For the Year Ended Revenues Revenues, net $ 4,271 $ - $ 4,271 Total revenues 4,271 - 4,271 Operating expenses - General and administrative 13,793 - 13,793 Amortization of intangible assets 20,682 - 20,682 Impairment of intangible assets 8,598 - 8,598 Impairment of goodwill 74,441 (74,441 ) - Depreciation 83 - 83 Total operating expenses 117,597 (74,441 ) 43,156 Operating loss (113,326 ) 74,441 (38,885 ) - Other income (expense) - Interest expense and financing costs (2,062 ) - (2,062 ) Gain on extinguishment of convertible notes - - - Loss on investments (13,549 ) 5,268 (8,281 ) Foreign currency loss (18 ) - (18 ) Other expense 726 - 726 Change in fair value of subsidiary warrant liability 4,504 - 4,504 Change in fair value of derivative liability 815 - 815 Change in fair value of Panda interests (198 ) - (198 ) Total other income (expense) (9,782 ) 5,268 (4,514 ) Loss before income taxes (123,108 ) 79,709 (43,339 ) Income tax benefit (5,272 ) - (5,272 ) Net loss (117,836 ) 79,709 (38,127 ) Less: net loss attributable to non-controlling interest 3,767 - 3,767 Net loss attributable to controlling interest $ (114,069 ) $ 79,709 $ (34,360 ) Less: Deemed dividend on Series D Preferred stock (9 ) - (9 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (589 ) - (589 ) Net loss attributable to common stockholders $ (114,667 ) $ 79,709 $ (34,958 ) Other comprehensive income (loss) Foreign currency translation adjustment (770 ) - (770 ) Comprehensive loss $ (115,437 ) $ 79,709 $ (35,728 ) Net loss per share attributable to common stockholders Basic and diluted $ (5.15 ) $ (1.57 ) Weighted average shares outstanding: Basic and diluted 22,286,060 - 22,286,060 |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management Plans | Note 3 - Liquidity, Going Concern and Management Plans The accompanying 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 has cash of $7.6 million, a working capital deficiency of $49.5 million and an accumulated deficit of $56.1 million at December 31, 2019. The Company incurred a net loss of $38.1 million and cash provided by its operating activities totaled $1.7 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 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 commercialize its products and services, competing technological and market developments, 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 or 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 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), 62.3% majority-owned operating subsidiary Nexway AG (“Nexway”), wholly-owned subsidiaries Facebank AG and StockAccess Holdings SAS (“SAH”), 70.0% majority-owned operating subsidiary Highlight Finance Corp. (“HFC”), inactive subsidiaries York Production LLC and York Production II LLC and its 68% majority owned subsidiary, Pulse Evolution Corporation (“PEC”). All inter-company balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on the previously reported financial position or results of operations. 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. Cash and Cash Equivalents The Company’s cash balances primarily consist of funds maintained at Nexway AG. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and 2018. Nearly all of the cash held by the Company as of December 31, 2019 was held in banks in France and Germany. Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. The Company holds significant amounts of cash in excess of those insurance limits, however, the Company maintains its accounts at high quality financial institutions and to date has never experienced a loss. Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and convertible notes approximate their fair values due to the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for contractual credits and doubtful accounts. The Company records allowances for doubtful accounts receivable based upon expected collectability. The reserve is generally established based upon an analysis of its aged receivables. Additionally, if necessary, a specific reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The Company also regularly reviews the allowance by considering factors such as historical collections experience, credit quality, age of the accounts receivable balance and current economic conditions that may affect a customer’s ability to pay. If actual bad debts differ from the reserves calculated, the Company records an adjustment to bad debt expense in the period in which the difference occurs. Concentrations For the year ended December 31, 2019 and 2018, no customer accounted for more than 10% of sales and accounts receivable. Vendor Concentration For the year ended December 31, 2019 the Company purchased approximately 47% of its licenses sold to customers from two vendors and those two vendors accounts for approximately 60% of accounts payable as of December 31, 2019. Property and Equipment Property and equipment, which principally consists of furniture and fixtures, are stated at cost, and are depreciated using the straight-line method over the estimated useful life of five years. Repairs and maintenance are expensed as incurred. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Long-Term Investments As described in Note 5 to these consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. For equity investments that result in the Company having significant influence, but not control, of an entity, the Company applies the equity method of accounting. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment and accounted for at cost, adjusted for unamortized premiums and discounts, net of allowance for loan losses. Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended December 31, 2019, the Company recorded impairment charges of approximately $8.6 million related to the intangible assets acquired with the Company’s acquisition of Nexway (See Note 5). Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill The Company tests goodwill for impairment at the reporting unit level on an annual basis on December 31 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under ASU No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. The Company tested goodwill for impairment as of December 31, 2019 and based on its review, goodwill was not impaired. There were no goodwill impairment charges recorded during the year ended December 31, 2018. Changes in economic and operating conditions and the impact of COVID-19 could result in goodwill impairment in future periods. Intangible Assets The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years Convertible Instruments With Embedded Features The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record the conversion options and warrants at their fair values as of the inception date of the agreement and as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period conversion options, when bifurcated, are recorded as a discount to the host instrument and are amortized as interest expense over the life of the underlying instrument using the effective interest method. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo simulation model was used to estimate the fair value of the warrants that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. Derivative Financial Instruments Derivative liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in ASC Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). The Company evaluates all of its financial instruments, including embedded conversion features in convertible debt and warrants, and unit investments that include the sale of a profits interest, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Monte Carlo simulation model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes. Warrant Liability The Company accounts for common stock warrants with cash settlement features as liability instruments at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of liabilities classified as warrants has been estimated using the Monte Carlo simulation model. Deferred Tax Liability The Company recognized $1.2 million of deferred tax liabilities related to its Facebank AG acquisition, and $0.5 million related to its Nexway acquisition during the year ended December 31, 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the intangible assets acquired with its Nexway acquisition, and eliminated the related deferred tax liability. The Company recorded $36.9 million of deferred tax liabilities related to the EAI acquisition and $0.2 million related to the Namegames acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 December 31, 2018 Beginning balance $ 35,000 $ - Evolution AI acquisition - 36,937 Namegames acquisition - 177 Facebank acquisition 1,151 - Nexway acquisition 450 - Impairment of Nexway intangible assets (450 ) - Income tax benefit (associated with the amortization of intangible assets) (5,272 ) (2,114 ) Ending balance $ 30,879 $ 35,000 Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. Non-Controlling Interest Non-controlling interest represents PEC stockholders who retained an aggregate 32% interest in that entity following the Company acquisition of EAI. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance. Sequencing On July 30, 2019, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company recognized net revenues from contracts with customers of approximately $4.3 million during the year ended December 31, 2019, primarily from the sale of software licenses. Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 Stock-Based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one- year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. (Loss)/ Income Per Share Basic (loss) income per share is computed by dividing net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 Foreign Currency Translation and Transactions Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of taxes, if any, are reported as a separate component of Accumulated Other comprehensive income (loss) within stockholders’ equity. Gains or losses resulting from foreign currency transactions are included in Other income (expense) in the Company’s Consolidated Statements of Operations. Segment Reporting The Company has only one operating segment and reporting unit. The Company defines its segments as those business units whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM is its Chief Executive Officer. As of and for the year ended December 31, 2019, the CODM only reviews consolidated results to analyze performance and allocate resources. Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i) Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Narrow Scope Improvements and Practical Expedients Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as the Company did not have a material amount of revenue. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including for interim or annual periods for which the financial statements have not been issued or made available for issuance. The Company adopted this guidance as of January 1, 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant date under ASC 718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard as of January 1, 2018. 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 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 consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 5 – Acquisitions EAI acquisition The EAI acquisition which occurred on August 8, 2018, was accounted for using acquisition method of accounting. The aggregate of the purchase price, plus net liabilities assumed was allocated to separately identifiable assets and the excess was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change during the one-year measurement period, which ended August 7, 2019. During the year ended December 31, 2019, the Company recorded a measurement period adjustment to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. In addition, during the year ended December 31, 2019, the Company recorded a lease settlement liability measurement period adjustment of $0.1 million which should have been accrued at the time of the acquisition. This lease settlement liability was settled during the first quarter of 2019 with the issuance of 18,935 shares (see Note 14). The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 Proforma (Unaudited) The following unaudited pro forma financial information presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2018: Year Ended Operating Revenues $ 294 Net (Loss) Income $ (15,142 ) Proforma EPS* - basic $ (0.78 ) Proforma EPS* - dilutive $ (0.78 ) *assumes Series X Preferred stock is converted into common stock Facebank AG acquisition On August 15, 2019, the Company acquired 100% of the issued and outstanding capital stock of Facebank AG in exchange for 2,500,000 shares of common stock, par value $0.0001 per share, of the Company. The acquisition was accounted for using the acquisition method accounting. The fair value of the Company’s common stock transferred as consideration in the acquisition was $19.95 million, which was determined using the closing Price of the Company’s stock as traded on the OTC. Facebank AG is a privately-owned Swiss holding company which, at the time of acquisition, owned a minority interest in Nexway AG, and had entered into a binding agreement to acquire an aggregate 62.3% majority interest in Nexway AG. On September 16, 2019, Facebank AG completed its acquisition of a majority interest in Nexway AG, which is further discussed below. Facebank AG also owns 100% of SAH, a French joint stock company and investor in the global luxury, entertainment and celebrity focused industries that directly or indirectly holds investments in multiple other subsidiaries. The acquisition of Facebank AG was considered immaterial as defined by ASC 805, Business Combinations Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Facebank AG acquisition (in thousands): Cash $ 329 Accounts receivable 3,709 Property and equipment 16 Investments 5,671 Financial assets as fair value 2,275 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 28,541 Accounts payable (64 ) Accrued expenses (802 ) Deferred taxes (1,161 ) Long-term borrowings (22,863 ) Stock purchase price $ 19,950 The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $22.9 million. SAH is the borrower under a EUR 20.0 million bond due March 31, 2014 and an interest rate of 7%. The principal amount outstanding under the borrowing was EUR 14.5 million and EUR 16.7 million at August 15, 2019 (acquisition date) and December 31, 2019, respectively. At August 15, 2019, SAH was also the borrower under a EUR 5.0 million term loan with Highlight Finance Corp. as the lender and an interest rate of 4.0%. The term loan was effectively settled as part of Facebank AG’s acquisition of Nexway AG and Highlight Finance Corp. on September 19, 2019 and is not outstanding at December 31, 2019. Refer to the following section for further discussion on the acquisition of Nexway AG and Highlight Finance Corp. Nexway AG Acquisition On September 16, 2019, Facebank AG, a wholly owned subsidiary of the Company, acquired 333,420 shares, or approximately 51%, of Nexway and 35,000 shares, or approximately 70%, of Highlight Finance Corp. (“HFC”) (the “Nexway AG Acquisition”). Prior to the acquisition, Facebank AG owned 74,130 shares of Nexway, representing approximately 11.3% of the outstanding common shares of Nexway. Nexway is a Karlsruhe-based and Germany-listed software and solutions company, which provides a subscription-based platform for the monetization of intellectual property, principally for entertainment, games and security software companies, through its proprietary merchant presence in 180 different countries. HFC is a British Virgin Islands company with a EUR 15.0 million term bond facility issued and outstanding. The acquisition was accounted for using the acquisition method accounting. The aggregate consideration of approximately ($5.3 million) equaled the sum of cash paid ($2.2 million), the fair value of bonds issued ($1.8 million), and the fair value of the Nexway shares previously owned by Facebank AG ($1.1 million), less the fair value of Facebank AG debt effectively settled as a result of the acquisition ($10.4 million). Goodwill related to the Nexway AG Acquisition is not deductible for tax purposes. The Company did not apply pushdown accounting to its acquisition of Nexway. Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired, liabilities assumed and noncontrolling interest for the Nexway AG Acquisition (in thousands): Cash $ 4,152 Accounts receivable 12,900 Prepaid expenses 1,169 Inventory 61 Property and equipment 213 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 45,900 Right-of-use assets 3,594 Accounts payable (28,381 ) Accrued expenses (16,747 ) Current portion of lease liability (756 ) Deferred income taxes (450 ) Other long-term liabilities (193 ) Lease liability (2,838 ) Long-term borrowings (24,609 ) Noncontrolling interests (3,582 ) Consideration transferred $ (5,268 ) The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $24.6 million. Nexway AG is the borrower of EUR 12.0 million secured notes, of which EUR 7.5 million was outstanding upon the acquisition on September 19, 2019. The Nexway borrowing has a maturity date of September 8, 2023 and interest rate of 6.5%. HFC is the borrower under a EUR 15.0 million bond due April 30, 2024 and an interest rate of 4%. All of the HFC bond was outstanding as of September 19, 2019 and December 31, 2019. The negative consideration transferred noted above was included with goodwill as of December 31, 2019. The Company has determined that because of the continuing losses and poor financial condition of Nexway AG, that the intangible assets acquired in the acquisition of Nexway AG were required to be impaired in full as of December 31, 2019. Proforma – Nexway AG The following unaudited pro forma financial information for the year ended December 31, 2019 and 2018 presents combined results of operations as if the Nexway AG Acquisition had occurred on January 1, 2018 (in thousands): Year Ended December 31, 2019 (As Restated) 2018 Operating Revenues $ 14,928 $ 25,289 Net (Loss) Income $ (44,088 ) $ (9,763 ) Proforma EPS – basic and diluted $ (1.98 ) $ (2.18 ) |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 6 – Investments 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, currently scheduled to open in January 2020 (“Macau Show”). The agreement requires the Company to invest at least $2 million in Panda, in exchange for which the Company has received an equity interest in the production, billing credit as associate producer, and certain rights to participate in possible future productions of DreamWorks’ Kung Fu Panda property in similar theatrical productions. During the year ended December 31, 2019, the Company acquired an approximate 4% interest in Panda for $2.0 million. The Company has evaluated the guidance in ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, and elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value and do not give the Company significant influence over Panda. The measurement alternative at cost, less any impairment, plus or minus changes resulting from observable price changes As of December 31, 2019, the Company paid $1.0 million to Panda. On October 24, 2019, the Company entered into an agreement with Panda and issued 175,000 shares of its common stock as satisfaction of the remaining $1.0 million obligation. On October 24, 2019, the fair value of the 175,000 shares was approximately $1.9 million or $10.96 per share, and the additional $0.9 million was recorded as stock-based compensation expense during the year ended December 31, 2019 . During the year ended December 31, 2019, the Company sold profits interests to accredited investors and received cash of $0.7 million. As part of this transaction, the Company also issued 209,050 common shares in connection with this transaction. As a result of this sale of the profits interest, the Company will potentially distribute approximately 5.2% of its proceeds received by the Company from the producer of the Macau Show. The Company allocated 100% of the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw. The issuance of a profits interest meets the definition of a derivative in accordance with ASC 815, therefore, the Company will update the fair value of this profits interests on a quarterly basis and record any change in fair value as a component of other income (expense). 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 December 31, 2019 (See Note 11). The table below summarizes the Company’s profits interest at 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 As part of its acquisition of Facebank AG on August 15, 2019, the Company acquired investments in Paddle8 consisting of common shares and a term loan. Paddle8 is an online auction house that connects buyers and sellers of fine art and collectibles across the internet. The common shares hold a 49% voting interest and 33% economic interest in Paddle8 and were assessed to have an acquisition date fair value of $-0-, which is the carrying value as of December 31, 2019. The Company will account for its investment in the common shares under the equity method of accounting. The Company intends to hold the term loan until maturity and will accounted for the term loan at amortized cost, net of any allowance for loan loss. As of December 31, 2019, the Company had fully impaired the loan due to concerns about the quality of the security interest held and the continuing losses and poor financial condition of Paddle8. In addition to the Paddle8 investment and loans, the Company also acquired through its acquisition of Nexway AG, an interest in a private partnership, Olma Funds, that holds equity interest in private companies in Europe. At the date of the acquisition, the investment fair value was determined to be approx. $1.8 million USD. The Company is treating this as the cost basis of the investment and does not re-value at fair value on a recurring basis, but retains the cost basis less any other than temporary impairments necessary. As of December 31, 2019, no impairments were deemed necessary. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7 – Intangible Assets and Goodwill On July 31, 2019, the Company entered into a joint venture and revenue share agreement, called the Digital Likeness Development Agreement (the “Agreement”), among the Company, FaceBank, Inc., and professional boxing promoter and retired professional boxer, Floyd Mayweather, concerning the development of the hyper-realistic, computer generated ‘digital likeness’ of the face and body of Mr. Mayweather (“Virtual Mayweather”), for global exploitation in commercial applications. The Company is responsible for the advance funding of all technology and related costs. The Company paid an upfront cash fee of $250,000 and intended to issue share-based awards with an approximate fair value of $1,000,000 to Mr. Mayweather. The revenue earned from the agreement will initially be shared 50% to the Company and 50% to Mr. Mayweather, until the Company has recovered the advanced funding. Revenues earned subsequent the Company’s cost recovery will be shared 75% to Mr. Mayweather and 25% to the Company. The term of the agreement is from July 31, 2019 through July 31, 2024, unless extended by the parties. The Company also has an option to extend the Agreement, for an additional five-year term, based on performance. As of December 31, 2019, the Company has not issued the share-based awards and has recorded a shares settled liability of $1,000,000 on the accompanying consolidated balance sheet. The Company recorded an intangible asset of $1,250,000 in connection with Virtual Mayweather. The Company will amortize this intangible asset over a 5-year period. On January 25, 2020, the Company entered into an amended Digital Likeness Development Agreement with Floyd Mayweather (the “Amended Agreement”), which supersedes the Agreement dated July 31, 2019 (see Note 19). The Company recognized intangible assets during the period ended December 31, 2019 in connection with the Facebank AG Acquisition and the Nexway acquisition. Refer to Note 5 – Acquisition for further information on the Facebank AG Acquisition and the Nexway acquisition. The table below summarizes the Company’s intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Intangible Asset Impairment Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 $ - $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 - (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 - (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) - - Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 December 31, 2018 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6.6 $ 123,436 $ (7,012 ) $ 116,424 Trademark and trade names 7 6.6 7,746 (443 ) 7,303 Animation and visual effects technologies 7 6.6 6,016 (344 ) 5,672 Digital likeness development 7 6.6 6,255 (357 ) 5,898 Intellectual Property 7 6.6 828 (47 ) 781 Total $ 144,281 $ (8,203 ) $ 136,078 The intangible assets are being amortized over their respective original useful lives, which range from 5 to 11 years. The Company recorded amortization expense related to the above intangible assets of approximately $21.0 million and $8.2 million for the years ended December 31, 2019 and 2018, respectively. As noted above in Footnote 5, the Company has fully impaired the intangible assets acquired in Nexway AG and Facebank AG business combinations as of December 31, 2019. There were no impairment charges recorded during the year ended December 31, 2018. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 20,862 2021 20,862 2022 20,862 2023 20,862 2024 20,790 Thereafter 12,408 Total $ 116,646 Goodwill The following table is a summary of the changes to goodwill for the year ended December 31, 2019 (in thousands) (As Restated): Balance - January 1, 2018 $ - Evolution AI Acquisition 149,975 Balance - December 31, 2018 149,975 Nexway Acquisition 51,168 Facebank AG Acquisition 28,541 Measurement period adjustment for EAI acquisition (1,921 ) Balance - December 31, 2019 $ 227,763 * The Company recorded a measurement period adjustment related to its EAI acquisition to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 8 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Suppliers $ 37,508 $ - Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 3,649 2,453 Legal and professional fees 3,936 1,952 Accrued litigation loss 524 524 Taxes (including value added) 5,953 - Other 3,897 2,098 Total $ 56,775 $ 8,335 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 9 - Related Parties Amounts owed to related parties as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 20 $ 25 John Textor, Chief Executive Officer and affiliated companies 592 304 Other 53 69 Total $ 665 $ 398 Our Chairman, Mr. Bafer, advanced an unsecured, non-interest-bearing loan to the Company which is payable on demand. The amounts due to John Textor, Chief Executive Officer, 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. During the year ended December 31, 2019, the Company received approximately $423,000 from related parties, including a $300,000 advance from FaceBank, Inc., a development stage company controlled by Mr. Textor, $56,000 from Mr. Bafer, $37,000 from Mr. Textor and $30,000 from other related parties. During the year ended December 31, 2019, the Company paid approximately $156,000 to related parties, including $56,000 to Mr. Bafer, $49,000 to Mr. Textor and $51,000 to other related parties. Notes Payable - Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the CEO. 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 December 31, 2019 and 2018 related to this note was $85,000 and $45,000, respectively. On May 22, 2019, the Company issued a non-convertible promissory note to replace its convertible promissory note, dated October 12, 2015, with its Chairman, Mr. Bafer. The note has a principal balance of $264,365, accrues interest at a rate of 8% per annum and matured on August 31, 2019. During the year ended December 31, 2019, Mr. Bafer was repaid $258,850 of the principal balance and approximately $46,160 of interest. As part of this transaction, the Company and Mr. Bafer agreed to transfer approx. $124,000 from his note balance to accrued payroll. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Note Payable | Note 10 - Note Payable 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 $1.3 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 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. As part of the acquisitions in 2019 of Facebank AG and Nexway AG, the Company assumed the following notes payable: In March 2019, Stock Access Holdings SAS (“SAH”), issued EUR 20 million in bonds with an interest rate of 7% per annum and a maturity date of March 31, 2024. Interest on the notes is payable semiannually on September 30 and March 31. The bonds are secured by 100% of issued and outstanding share of SAH and issued pari passu with all other existing convertible obligations of the issuer. The holders of the bonds, as a class, may restrict the ability of the issuer to enter into additional note or bond obligations. In addition, the holders have the right to put EUR 2 million back to the Company on March 1, 2020 and further EUR 3 million on March 2021. Upon a change of control, as defined in the bond agreements, EUR 5 million is able to be put back to the Company within 90 days of the change of control. As of December 31, 2019, the outstanding balance of these bonds was $18.76 million. In April 2019, Highlight Finance Corp. (“HFC”) issued EUR 15 million in bonds with an interest rate of 4% per annum and a maturity date of April 2024. Interest on the notes is payable semiannually on April 30 and October 31. The bonds are unsecured and are issued pari passu with all other existing unsecured obligations of the issuer. In the event of the change of control of the issuer, as defined in the agreement, the holders of the bonds may put back to HFC for full repayment within 5 business days of the change of control. As of December 31, 2019, the outstanding balance of these bonds was $14.53 million. In September 2018, Nexway SAS issued EUR 7.5 million in bonds with an interest rate of 6.5% per annum and a maturity date of September 2023. Interest is payable semiannually on March 10 and September 10. The bonds are secured by 100% of the issued and outstanding shares of Nexway SAS and are guaranteed by Nexway AG. The holders of the bonds, as a class, may restrict the ability of the issuer to enter into additional note or bond obligations. The holders of the bonds may present the bonds for early repayment beginning in July 2021 at a 97% redemption rate. Nexway SAS may repay the bonds at any time at par given 90 days’ notice to the bond holders. As of December 31, 2019, the outstanding balance of these bonds was $8.61 million. In February 2020, the Company refinanced the bonds noted above from its subsidiaries in Facebank AG and Nexway AG – see Footnote 19. In 2015, Nexway SAS entered into a note for EUR 1.2 million, with an interest rate of 1.9% per annum and 30 fixed quarterly principal of EUR 42,857 and interest payments. As of December 31, 2019, the balance on the note was EUR 300,000. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11 - 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 consolidated balance sheet, with changes in fair value recognized as investment gain/ loss in the consolidated statements of operations. 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 consolidated statements of operations. 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 - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546 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 Embedded Put Option Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - $ - Change in fair value (678 ) (4,504 ) 198 (137 ) Additions 863 - 1,773 589 Redemptions - - - (76 ) Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ 376 The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023. The fair value of the warrant liability, totaled $24,000 on December 31, 2019 and $4.5 million on December 31, 2018, resulting in a change in fair value of $4.5 million that is reported as a component of other income/(expense) in the consolidated statement of operations for the year ended December 31, 2019. Warrant Liability December 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.02 $ 0.22 Discount applied 0 % 50 % Fair value of stock price $ 0.00 $ 0.09 Risk free rate 1.62 % 2.49 % Contractual term (years) 3.08 4.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 In arriving at the fair value of stock price, in 2019 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 Embedded Put Option December 31, 2019 Stock price $ 8.91 – $9.03 Fixed conversion price $ 0.25 Risk free rate 1.6 % Contractual term (years) 1.2 - 1.5 Expected dividend yield 8.0 % Expected volatility 89.2% - 90.4 % |
Convertible Notes Payable and C
Convertible Notes Payable and Convertible Notes Payable to Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable and Convertible Notes Payable to Related Parties | Note 12 - Convertible Notes Payable and Convertible Notes Payable to Related Parties At December 31, 2019 and 2018, 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 Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays - Alef (4) 11/28/2018 10 % 11/28/2019 275 (159 ) 379 495 JSJ Investments (7) 12/6/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (8) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (9) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below 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 the Monte Carlo simulation model on the dates that the notes were issued and were subsequently revalued at December 31, 2019 and 2018, with the following weighted average assumptions: December 31, 2019 December 31, 2018 Stock Price $ 8.91 - 10.15 $ 6.75 Risk Free Interest Rate 1.52 1.60 % 2.61 % Expected life (years) 0.58 – 1.00 0.73 Expected dividend yield 0 % 0 % Expected volatility 90.0 – 95.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature (in thousands) $ 1,203 $ 1,018 (1) On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. (2) On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 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 $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company’s common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. (3) On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% 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 average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. On April 25, 2019, the Company settled the note, repaying the principal balance of $128,000 and $39,000 for interest and penalties. (4) 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 November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% 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. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. (7) 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. (8) 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. (9) 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. Related Party Convertible Notes (5) In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. On May 22, 2019, the Company issued a non-convertible promissory note to replace the convertible promissory notes (See Note 9). (6) On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. |
Temporary Equity
Temporary Equity | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity [Abstract] | |
Temporary Equity | Note 13 – Temporary Equity Series D Convertible Preferred Stock The following table summarizes the Company’s Series D Convertible Preferred Stock activities for the year ended December 31, 2019 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2018 - $ - Issuance of Series D convertible preferred stock for cash 709,000 709 Offering cost related to issuance of Series D convertible preferred stock - (9 ) Deemed dividends related to immediate accretion of offering cost - 9 Accrued Series D preferred stock dividends 5,839 6 Bifurcated redemption feature of Series D convertible preferred stock - (589 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 589 Redemption of Series D preferred stock (253,000 ) (253 ) Total temporary equity as of December 31, 2019 461,839 $ 462 During the year ended December 31, 2019, the Company entered into the following stock purchase agreements: ● On July 15, 2019, the Company issued 253,000 shares of its Series D Preferred Stock, for proceeds of $253,000; ● On September 6, 2019, the Company issued 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000; and ● On December 19, 2019, the Company issued 253,000 shares of its Series D Preferred Stock, for proceeds of $253,000. 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). The dividends are payable solely upon redemption, liquidation or conversion. 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 $589,000, further reducing the initial carrying value of the Series D Shares. The discount to the aggregate stated value of the Series A Shares, 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 Consolidated Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. On December 19, 2019, the Company redeemed the 253,000 shares of its Series D preferred stock issued on July 15, 2019 as follows (amounts in thousands except share and per share values): Series D preferred stock issued 253,000 Per share value $ 1.00 $ 253 Accrued dividends $ 9 $ 262 Redemption percentage $ 1.29 Total $ 337 The Company recorded approximately $14,000 of accrued dividends as of December 31, 2019. |
Stockholders' Equity_ (Deficit)
Stockholders' Equity/ (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity/ (Deficit) | Note 14- Stockholders’ Equity/ (Deficit) Authorized Share Capital The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400 million shares of common stock. Series A Preferred Shares The Company had no shares, par value $0.0001, of series A Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. Series B Convertible Preferred Shares The Company had no shares, par value $0.0001, of series B Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series B Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series B Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series B Convertible Preferred share is convertible into 2 shares of common stock. Series B Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. Series C Convertible Preferred Shares The Company had no shares, par value $0.0001, of series C Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series C Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series C Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series C Convertible Preferred share is convertible into 2 shares of common stock. Series C Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. Series X Convertible Preferred Shares The Company had no shares, par value $0.0001, of Series X Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018, respectively. Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a “as-converted basis” and also each Series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a “as-converted basis”. Each Series X Convertible Preferred share is convertible into 15 shares of common stock. On February 28, 2019, the 1,000,000 Series X Preferred Shares automatically converted into 15,000,000 shares of common stock. Common Stock Activity Issuance of Common Stock for Cash In March 2019, the Company raised $1.1 million in a private placement transaction by issuing 93,910 shares of its common stock for $11.28 per share to a Hong Kong-based family office group. The Company contemporaneously issued warrants to purchase an additional 200,000 shares of common stock to the investor in this transaction. The warrants feature an exercise price of $11.31 per share, and may be exercised at any time prior to March 31, 2020. The warrants were determined to be equity instruments and are therefore classified within stockholders’ equity in accordance with ASC 815. The Company raised an additional $2.5 million through issuances of an aggregate of 1,028,497 shares of its common stock in private placement transactions during the year ended December 31, 2019 to several other investors. During the year ended December 31, 2018, the Company issued 623,578 shares of common stock for proceeds of $3.2 million Issuance of Common Stock to Settle a Lease Dispute During the year ended December 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, to settle a lease dispute. Issuance of Common Stock for Acquisitions During the year ended December 31, 2019, the Company issued 2,500,000 shares of its common stock, at a fair value of approximately $19.95 million, or approximately $7.98 per share, related to its acquisition of Facebank AG and Nexway. During the year ended December 31, 2019, the Company issued 2,503,333 shares of its common stock in exchange for 40,991,276 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 approximately $4.0 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 During the year ended December 31, 2019, the Company issued 15,009 shares of its common stock at a fair value of approximately $0.1 million or $6.72 per share for services rendered. During the year ended December 31, 2019, the Company issued 20,000 shares of its common stock at a fair value of approximately $200,000 or $10.00 per share in connection with a consulting agreement. Issuance of Common Stock for Cancellation of a Consulting Agreement During the year ended December 31, 2019, the Company issued 2,000 shares of its common stock at a fair value of approximately $13,000 or $6.59 per share in connection with the cancellation of a consulting agreement. Issuance of Common Stock to Satisfy Investment Obligation On October 24, 2019, the Company satisfied its obligations under its investment agreement with Panda Productions (HK) Limited by issuing 175,000 common shares, in lieu of its obligation to fund an additional $1.0 million in cash. On October 24, 2019, the fair value of the 175,000 shares was approximately $1.9 million or $10.96 per share, and the additional $0.9 million was recorded as a loss on investment during the year ended December 31, 2019. Issuance of Common Stock and Options for Employee Services During the year ended December 31, 2018, the Company issued an aggregate of 407,943 shares of fully vested common stock at an aggregate fair value of $3.3 million to various non-employee service providers. On February 1, 2018, the Company granted options to purchase 16,667 shares of common stock to Alex Bafer, the Company’s Chief Executive Officer from February 1, 2018 until August 8, 2018. The options have a 10-year term and an exercise price of $28.20. The fair value of the options on the grant date was $470,000. Issuance of Common Stock for Commitment Fee During the year ended December 31, 2018 pursuant to securities purchase agreements with Auctus Fund, the Company issued 6,667 shares to Auctus as a commitment fee valued at $118,000. Issuance of Common Stock upon Conversion of Note Payable During the year ended December 31, 2019, the Company issued 16,666 shares of its common stock with a fair value of $50,000, or $3.00 per share, upon the contractual conversion of principal of a convertible note payable. During the year ended December 31, 2018, the Company issued 4,334 shares of its common stock with a fair value of $18,000 upon the contractual conversion of principal of a convertible note payable. Issuance of Common Stock for Cashless Exercise of Warrants During the year ended December 31, 2018, the Company issued 15,606 shares of its common stock upon the cashless exercise of warrants. The Company intended to issue 5,114 shares related to this cashless exercise, however, the actual shares issued totaled 15,606. The Company recorded a loss of approximately $94,000 on the additional 10,492 shares which were issued erroneously. The 10,492 shares were canceled during the year ending December 31, 2019. Issuance of Common Stock Upon Exchange of Series A Preferred Stock During the year ended December 31, 2018 the Company issued 3,633,333 shares of its common stock upon the exchange of 5,000,000 shares of Series A Preferred Stock pursuant to the terms of the certificate of designation of the Series A Preferred Stock. The quantity of common stock issued was determined by reference to the preferential voting and financial participation rights of the Series A preferred Stockholder. Issuance of Common Stock Upon Conversion of Series B Preferred Stock During the year ended December 31, 2018 the Company issued 66,667 shares of common stock upon the contractual conversion of 1,000,000 shares of Series B Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series B Convertible Preferred Stock. Issuance of Common Stock Upon Conversion of Series C Convertible Preferred Stock During the year ended December 31, 2018 the Company issued 94,966 shares of common stock upon the contractual conversion of 1,424,491 shares of Series C Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series C Convertible Preferred Stock. Issuance of Series X Convertible Preferred Stock for Business Acquisition During the year ended December 31, 2018 the Company issued 1,000,000 shares of Series X Convertible Preferred stock to the selling stockholders as consideration in the acquisition of EAI. The series X Convertible Preferred shares are convertible into an aggregate of 15,000,000 shares of common stock. Issuance of Common Stock for Purchase of Asset In November 2018, the Company acquired Namegames LLC pursuant to an agreement dated February 1, 2018 and issued 23,360 shares of common stock with an aggregate issuance date fair value of $658,000 (Note 5). Equity Compensation Plan Information The Company has adopted a 2014 Equity Incentive Stock Plan (the “Plan”). The 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 Plan is administered by the Company’s Board, and has a term of 10 years. 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. There were no options granted during the year ended December 31, 2019. The grant date fair value of stock options granted during year ended December 31, 2018 was approximately $470,000. The fair value of options granted during the year ended December 31, 2018 were estimated using the following weighted-average assumptions: Year ended December 31, 2018 Exercise price $ 28.20 Expected stock price volatility 222 Risk-free rate of interest 2.78 Term (years) 10.0 A summary of option activity under the Company’s employee stock option plan for years ended December 31, 2018 and 2019 are presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 - $ - $ - - Granted 16,667 28.20 - 9.1 Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Options vested and exercisable as of December 31, 2019 16,667 $ 28.20 $ - 8.1 As of December 31, 2019, there was no unrecognized stock-based compensation expense. Warrants A summary of the Company’s outstanding warrants as of December 31, 2019 and 2018 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 3,015 $ 15.00 $ - 4.7 Exercised (3,008 ) 15.00 - Outstanding as of December 31, 2018** 7 $ 24,000.00 $ - 2.9 Issued 200,000 11.31 - 0.2 Outstanding as of December 31, 2019 200,007 $ 12.15 $ - 0.2 Warrants exercisable as of December 31, 2019 200,007 $ 12.15 $ - 0.2 ** The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. During the year ended December 31, 2018, 3,008 warrants were converted to 15,606 shares in a cashless exercise. The Company recorded $94,000 loss on the excess shares issued for this transaction. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 15 - Leases On February 14, 2019, the Company entered into a lease for new 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 Nexway acquisition 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 December 31, 2019, the Company had operating lease liabilities of $3.5 million and right of use assets of $3.5 million, respectively, recorded in the accompanying consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): For the Year Ended December 31, 2019 Operating leases Operating lease cost $ 259 Variable lease cost 56 Operating lease expense 315 Short-term lease rent expense - Total rent expense $ 315 Operating cash flows from operating leases $ 281 Right-of-use assets exchanged for operating lease liabilities $ 3,719 Weighted-average remaining lease term – operating leases 7.8 Weighted-average discount rate – operating leases 8.0 % Maturities of the Company’s operating leases, are as follows (amounts in thousands): Year Ended December 31, 2020 $ 862 Year Ended December 31, 2021 769 Year Ended December 31, 2022 465 Year Ended December 31, 2023 465 Thereafter 2,326 Total 4,887 Less present value discount (1,367 ) Operating lease liabilities $ 3,520 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 - 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 December 31, 2019 and 2018. 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. On June 25, 2018, prior to our acquisition of a majority interest in PEC, an office space vendor filed a complaint against such company (Case#: CIV1802192) in the Superior Court of the State of California, Marin County asserting breach of contract, breach of implied covenant of good faith and fair dealing, intentional misrepresentation, and negligent misrepresentation. The Company’s subsidiary then responded with affirmative defenses on September 27, 2018. The Company reached an out of court settlement on December 19, 2018 with the vendor and the case was dismissed on January 24, 2019. During the year ended December 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, in connection with this lease settlement. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 17 – Income Tax Provision The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. As of December 31, 2019 and 2018, the Company recorded a full valuation allowance against its deferred tax assets since it is more likely than not that the future tax benefit on such temporary differences will not be realized. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2014 (or the tax year ended December 31, 2013 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities upon filing. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in income tax or administrative expense in the Company’s consolidated statements of operations. The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) The benefit of income taxes for the years ended December 31, 2019 and 2018 consist of the following ($ in thousands): For the years ended December 31, 2019 2018 U.S. federal Current $ - $ - Deferred (4,302 ) (1,725 ) State and local Current - - Deferred (970 ) (389 ) Valuation allowance - - Income Tax Provision (Benefit) $ (5,272 ) $ (2,114 ) A reconciliation of the statutory federal rate to the Company’s effective tax rate is as follows: December 31, 2019 2018 Federal rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 % 4.74 % Non-controlling interest (0.82 )% (4.20 )% Common stock issued for services (0.82 )% (6.35 )% Change in fair value of derivative, warrant liability and gain on extinguishment of convertible notes 1.16 % 4.39 % Amortization of debt discount (0.13 )% (2.60 )% Loss on investments (1.81 )% - Other - % (1.26 )% Change in valuation allowance (37.15 )% (29.62 )% Income Taxes Provision (Benefit) (13.83 )% (13.90 )% The Company files income tax returns in the United States (“Federal”) and Florida (“State”) jurisdictions. The company has been delinquent in filings since December 31, 2014. Therefore, during 2019 the Company wrote-off all its potential net operating loss carryforwards against its full valuation allowance. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2019 and 2018. |
Employment Agreements
Employment Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Employment Agreements | |
Employment Agreements | Note 18 - Employment Agreements The following are the employment agreements of the Chief Executive Officer, Mr. John Textor, the Chairman of the Board, Mr. Alexander Bafer and the Chief Financial Officer, Mr. Anand Gupta. Textor Employment Agreement On August 8, 2018, Mr. Textor was appointed as Chief Executive Officer and Director of the Company. Pursuant to the terms of his at-will Employment Agreement, Mr. Textor reports to the Board of Directors and is entitled to an annual base salary of $500,000 per annum. Mr. Textor is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. If the employment agreement is terminated, either by Mr. Textor or the Company, then the Company shall be liable to pay Mr. Textor an amount equal to his then current base salary in addition to any accrued compensation owed to Mr. Textor until his date of termination. Mr. Textor is subject to non-competition and non-solicitation of employee clauses for a period of 12 months, pursuant to the terms of the Employment Agreement. Bafer Employment Agreement On August 8, 2018, Mr. Bafer resigned from his previous role as Chief Executive Officer and was appointed as Executive Chairman of the Board of Directors. Pursuant to the terms of his new Employment Agreement as Executive Chairman, Mr. Bafer is entitled to an annual base salary of $500,000 per annum. Mr. Bafer is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. The Company remains liable to pay Mr. Bafer certain past due payments that remain owed to Mr. Bafer until fully paid. Mr. Bafer has 500,000 stock options expiring in 2029, granted under his previous contract on February 1, 2018, that are now fully vested. If his employment agreement is terminated, Mr. Bafer will be entitled to a lump sum payment equal to the then current base salary. Gupta Employment Agreement On November 12, 2018, Anand Gupta was appointed as the Chief Financial Officer and Executive Vice President Finance of the Company. Pursuant to the terms of his employment agreement, Mr. Gupta is entitled to compensation as set out below (i) For an initial period of four (4) months, a gross monthly salary of $12,500 (“Initial Monthly Salary”) that will approximately equate to $10,000 per month net of taxes, plus the cost of his temporary accommodation, rental car, per diem, and business class airfare as required for the Executive to individually relocate from India to work at the company’s premises in Florida. (ii) Subsequently, after the initial period and subject to the Company successfully raising at least $10 million in fresh capital, an annual base salary of $400,000. Mr. Gupta is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives. If the employment agreement is terminated, either by Mr. Gupta or the Company, then the Company shall be liable to pay Mr. Gupta an amount equal to his prevailing annual base salary in addition to any accrued compensation owed to Mr. Gupta until his date of termination. Mr. Gupta is subject to non-competition and non-solicitation clauses pursuant to the terms of the Employment Agreement. On August 8, 2019, Mr. Gupta resigned from his positions as the Chief Financial Officer and Executive Vice President of Finance of the Company. Mr. Gupta’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events Digital Likeness Development Agreement On January 25, 2020, the Company entered into an amended Digital Likeness Development Agreement with Floyd Mayweather (the “Amended Agreement”), which supersedes the Agreement dated July 31, 2019 (see Note 7). All terms of the Agreement remain the same except for the following: ● The Amended Agreement term is from October 22, 2019 through October 22, 2024, unless extended by the parties. ● In place of the share-based awards with an approximate fair value of $1.0 million, the Company granted options to purchase 280,000 shares of the Company’s common stock. The options have a five year term and expire on October 21, 2024. Refinance of Nexway AG Debt On February 17, 2020, FBNK Finance SarL (“the Issuer”) a Luxembourg private limited liability company, a 100% owned subsidiary of the Company, issued EUR 50,000,000 of bonds. 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 have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15 th Common Stock 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. Material Definitive Agreement On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of FaceBank Group, Inc. (“FaceBank” or the “Company”) merged with and into fuboTV Inc., a Delaware corporation (“fuboTV”) whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 (the “Merger Agreement”) by and among FaceBank, Merger Sub and fuboTV. 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 a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series AA Preferred Stock”) . The aggregate number of FaceBank common stock equivalent shares to be issued to fuboTV shareholders as a result of the Merger is 32,324,362 shares of Series AA Preferred Stock, each of which is convertible into two (2) shares of FaceBank common stock, par value $0.0001 per share (“FaceBank Common Stock”), for a total of 72,699,824 shares of FaceBank Common Stock on an as-converted basis. In addition, at the Effective Time, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank Common Stock. The aggregate number of options to acquire FaceBank Common Stock as a result of the foregoing is 8,051,098, which are exercisable at a weighted average price of $1.32 per share. Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. In connection with the closing of the Merger, the Board of Directors of FaceBank approved the establishment of the FaceBank 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, FaceBank created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan. Pursuant to the Merger Agreement the parties agreed that at the Effective Time the Board of Directors of FaceBank would be expanded to seven (7) members comprised of (i) John Textor, (ii) David Gandler, (iii) three (3) members to be selected by FaceBank and (iv) two (2) members to be selected by fuboTV. Pursuant to the Merger Agreement, the parties also agreed that immediately following the Effective Time, the Chief Executive Officer of FaceBank would be David Gandler, and the executive chairman of the Board of Directors of FaceBank would be John Textor. Pursuant to the Merger Agreement, the parties also agreed that, as promptly as reasonably practicable following the closing date of the Merger, FaceBank will create an incentive option pool in an aggregate amount equal to ten percent (10%) of the Fully Diluted FaceBank Shares (as defined in the Merger Agreement) that are outstanding as of the date of the creation of such pool. In connection with execution and delivery of the Merger Agreement, each of the officers and directors of fuboTV and certain other shareholders of fuboTV, and certain shareholders of the Company executed and delivered lock-up agreements, with a term commencing at the Effective Time and continuing for a period of 180 days after the closing date of the Merger, with respect to the shares of the Company owned by them or to be acquired by them in the Merger, as applicable. The Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement were unanimously approved by the respective Boards of Directors of the Company and Merger Sub, by the Company, as sole shareholder of Merger Sub and by the Board of Directors of fuboTV and the required shareholders of fuboTV. Immediately following the execution and delivery of the Merger Agreement, FaceBank and fuboTV entered into a Loan and Security Agreement dated as of March 19, 2020 (the “Signing Date Loan Agreement”) whereby FaceBank advanced to fuboTV a junior secured term loan in the aggregate principal amount of $10,000,000 (the “Signing Date Loan”) on the terms set forth in the Signing Date Loan Agreement. Interest on the Signing Date Loan accrues at a rate of 11% per annum. Interest is payable in arrears on the first business day of each calendar month commencing with the calendar month beginning on April 1, 2020. The maturity date for the Signing Date Loan was May 1, 2020; provided, that if the Merger was consummated on or prior to May 1, 2020, the maturity date would be automatically extended to June 27, 2020. Pursuant to the Signing Date Loan Agreement, fuboTV granted to FaceBank a junior security interest in substantially all of its assets as security for the payment of all obligations under the Signing Date Loan Agreement, the Signing Date Loan and the other transaction documents executed in connection therewith. The Signing Date Loan and the other obligations under the Signing Date Loan Agreement are subordinated to fuboTV’s existing secured indebtedness to AMC Networks Ventures. On April 1, 2020, Merger Sub merged with and 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, 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 a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series AA Preferred Stock”) . The aggregate number of FaceBank common stock equivalent shares to be issued to fuboTV shareholders as a result of the Merger was 32,324,362 shares of Series AA Preferred Stock, each of which is convertible into two (2) shares of FaceBank common stock, par value $0.0001 per share (“FaceBank Common Stock”), for a total of 64,648,726 shares of FaceBank Common Stock on an as-converted basis. In addition, at the Effective Time, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank Common Stock. The aggregate number of options to acquire FaceBank Common Stock as a result of the foregoing is 8,051,098, which are exercisable at a weighted average price of $1.32 per share. Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. In connection with the closing of the Merger, the Board of Directors of FaceBank approved the establishment of the FaceBank 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, FaceBank created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan fuboTV was incorporated in Delaware in 2015. Since its founding in 2015 as a soccer streaming service, fuboTV has evolved into a live TV streaming service for cord-cutters, with top Nielsen-ranked sports, news and entertainment channels. Preferred Stock Designations On March 20, 2020, FaceBank amended its Articles of Incorporation to withdraw, cancel and terminate the previously filed (i) Certificate 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 S 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 Preferred Stock, par value $0.0001 per share of FaceBank (the “Termination of Prior Designations Amendment”). On March 20, 2020, 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 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 Certificate of Designation with respect to the Series AA Preferred Stock 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. Credit and Security Agreement The Company and HLEE Finance S.a.r.l. (“HLEEF”) entered into a Credit Agreement dated as of March 11, 2020 (the “Credit Agreement”) pursuant to which HLEEF agreed to extend a revolving credit facility to the Company in an aggregate principal amount of up to $100,000,000. The loans under the revolving credit facility are available in four Tranches, subject to certain conditions precedent as follows: (i) Tranche I Loans (ii ) Tranche II Loans (iii) Tranche III Loans (iv) Tranche IV Loans The interest rate on all Tranche I, Tranche II, Tranche III and Tranche IV loans shall be equal to 10% per annum. The maturity date of all amounts outstanding under the Credit Agreement is March 11, 2022. The Credit Agreement contains certain restrictions on the ability of FaceBank to incur or permit 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. In connection with the Credit Agreement, FaceBank entered into a Security Agreement with HLEEF dated March 11, 2020 (the “HLEEF Security Agreement”) pursuant to which FaceBank granted to HLEEF as security for the prompt and complete payment and performance of all of the obligations under the Credit Agreement and the related promissory note, a security interest in all substantially all assets of FaceBank. Note Purchase Agreement On March 19, 2020, FaceBank, Merger Sub, Evolution AI Corporation (“Evolution”) and Pulse Evolution Corporation (“Pulse” and collectively with Evolution, Merger Sub and FaceBank, the “Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement dated as of March 19, 2020 (the “Note Purchase Agreement”) pursuant to which Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10,050,000 (the “Senior Note”). The Company received proceeds in cash of $7.5 million and the remainder was original issue discount. Interest on the Senior Note shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of fifteen percent (15%) 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 Note is July 17, 2020. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. Amendment to Note Purchase Agreement On April 21, 2020, the Company entered into an amendment (the “Amendment”) to the Note Purchase Agreement, dated as of March 19, 2020 (the “Note Purchase Agreement”), by and among FaceBank, fuboTV Inc., a Delaware corporation ( f/k/a Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) FaceBank shall file a registration statement with the U.S. Securities and Exchange Commission (the “Commission”) regarding the purchase and sale of 784,617 shares (the “Shares”) of FaceBank’s common stock, par value $0.0001 per share (the “Common Stock”) and any shares of capital stock issuable upon exercise of a warrant to purchase 3,269,231 shares of Common Stock (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. Pursuant to the Amendment, the covenants set forth in (i) and (ii) above were replaced with the following: (i) If FaceBank decides to register any of its securities either for its own account or the account of a security holder or holders on any registration form (other than Form S-4 or S-8), FaceBank shall include in such registration all of the Shares and the Warrant Shares (collectively, the “Registrable Securities” and such registration of the Registrable Securities, a “Piggyback Registration”); provided, however, that if a Piggyback Registration does not occur on or prior to May 25, 2020, FaceBank shall file a registration statement with the Commission to register the Registrable Securities and to permit or facilitate the sale and distribution of the Registrable Securities on or prior to May 25, 2020; and (ii) FaceBank shall have initiated the process to list its capital stock for trading on a national exchange (e.g., NYSE or Nasdaq) on or before the date that is thirty (30) days following March 19, 2020. Purchase Agreement On May 11, 2020, the Company entered into Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,058,435 shares (the “Purchased Shares”) of the Company’s common stock at a purchase price of $7.00 per share (the “Purchase Price”), which is based on 0.8 of the rounded 30-day trailing volume-weighted average price within three business days of the signing of the Purchase Agreements, for an aggregate of $7,409,045.00. In connection with the Purchase Agreements, the Company issued warrants to purchase the Company’s common stock, each with an exercise price equal to the Purchase Price (the “Warrants”), to the Investors to purchase, in the aggregate, 1,058,435 shares of the Company’s common stock. There were no underwriting discounts or commissions. Waivers On May 11, 2020, certain holders of the Series AA Convertible Preferred Stock (the “Acting Shareholders”) of the Company, acting by written consent pursuant to Section 607.0704 of the Florida Business Corporation Act, approved a waiver of certain anti-dilution rights under the Certificate of Designation of Series AA Convertible Preferred Stock of the Company in connection with the sale and issuance of the Purchased Shares and the Warrants. As of such date, the Acting Shareholders collectively held 16,270,570 shares, or 50.34%, of the Company’s outstanding shares of Series AA Convertible Preferred Stock. On May 21, 2020, certain holders of the Company’s Series AA Convertible Preferred Stock (the “ Acting Shareholders Senior Note Prepayment and Second Amendment to Note Purchase Agreement On May 28, 2020, the Borrower delivered to FB Loan $7,500,000 in partial repayment of the Senior Note. Also on May 28, 2020, the parties to the Note Purchase Agreement, as amended, entered into a Consent and Second Amendment to Note Purchase Agreement (the “Second Amendment”). Pursuant to the terms of the Second Amendment: (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; (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; and (iii) The date by which the Company must file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020. Other Subsequent Share Issuances From January 1, 2020 through May 29, 2020, the Company issued shares of its common stock consisting of, 1,309,789 shares issued to advisors in connection with its FuboTV merger, 2,385,428 shares in private placement transactions, and 518,582 shares in connection with its subsidiary share exchange agreement with PEC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), 62.3% majority-owned operating subsidiary Nexway AG (“Nexway”), wholly-owned subsidiaries Facebank AG and StockAccess Holdings SAS (“SAH”), 70.0% majority-owned operating subsidiary Highlight Finance Corp. (“HFC”), inactive subsidiaries York Production LLC and York Production II LLC and its 68% majority owned subsidiary, Pulse Evolution Corporation (“PEC”). All inter-company balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on the previously reported financial position or results of operations. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash balances primarily consist of funds maintained at Nexway AG. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and 2018. Nearly all of the cash held by the Company as of December 31, 2019 was held in banks in France and Germany. Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. The Company holds significant amounts of cash in excess of those insurance limits, however, the Company maintains its accounts at high quality financial institutions and to date has never experienced a loss. |
Fair Value Estimates | Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and convertible notes approximate their fair values due to the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for contractual credits and doubtful accounts. The Company records allowances for doubtful accounts receivable based upon expected collectability. The reserve is generally established based upon an analysis of its aged receivables. Additionally, if necessary, a specific reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The Company also regularly reviews the allowance by considering factors such as historical collections experience, credit quality, age of the accounts receivable balance and current economic conditions that may affect a customer’s ability to pay. If actual bad debts differ from the reserves calculated, the Company records an adjustment to bad debt expense in the period in which the difference occurs. |
Concentrations | Concentrations For the year ended December 31, 2019 and 2018, no customer accounted for more than 10% of sales and accounts receivable. |
Vendor Concentration | Vendor Concentration For the year ended December 31, 2019 the Company purchased approximately 47% of its licenses sold to customers from two vendors and those two vendors accounts for approximately 60% of accounts payable as of December 31, 2019. |
Property and Equipment | Property and Equipment Property and equipment, which principally consists of furniture and fixtures, are stated at cost, and are depreciated using the straight-line method over the estimated useful life of five years. Repairs and maintenance are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. |
Long-term Investments | Long-Term Investments As described in Note 5 to these consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. For equity investments that result in the Company having significant influence, but not control, of an entity, the Company applies the equity method of accounting. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment and accounted for at cost, adjusted for unamortized premiums and discounts, net of allowance for loan losses. |
Impairment Testing of Long-Lived Assets | Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended December 31, 2019, the Company recorded impairment charges of approximately $8.6 million related to the intangible assets acquired with the Company’s acquisition of Nexway (See Note 5). |
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Goodwill | Goodwill The Company tests goodwill for impairment at the reporting unit level on an annual basis on December 31 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under ASU No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. The Company tested goodwill for impairment as of December 31, 2019 and based on its review, goodwill was not impaired. There were no goodwill impairment charges recorded during the year ended December 31, 2018. Changes in economic and operating conditions and the impact of COVID-19 could result in goodwill impairment in future periods. |
Intangible Assets | Intangible Assets The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years |
Convertible Instruments with Embedded Features | Convertible Instruments With Embedded Features The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record the conversion options and warrants at their fair values as of the inception date of the agreement and as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period conversion options, when bifurcated, are recorded as a discount to the host instrument and are amortized as interest expense over the life of the underlying instrument using the effective interest method. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo simulation model was used to estimate the fair value of the warrants that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. |
Derivative Financial Instruments | Derivative Financial Instruments Derivative liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in ASC Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). The Company evaluates all of its financial instruments, including embedded conversion features in convertible debt and warrants, and unit investments that include the sale of a profits interest, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Monte Carlo simulation model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes. |
Warrant Liability | Warrant Liability The Company accounts for common stock warrants with cash settlement features as liability instruments at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of liabilities classified as warrants has been estimated using the Monte Carlo simulation model. |
Deferred Tax Liability | Deferred Tax Liability The Company recognized $1.2 million of deferred tax liabilities related to its Facebank AG acquisition, and $0.5 million related to its Nexway acquisition during the year ended December 31, 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the intangible assets acquired with its Nexway acquisition, and eliminated the related deferred tax liability. The Company recorded $36.9 million of deferred tax liabilities related to the EAI acquisition and $0.2 million related to the Namegames acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 December 31, 2018 Beginning balance $ 35,000 $ - Evolution AI acquisition - 36,937 Namegames acquisition - 177 Facebank acquisition 1,151 - Nexway acquisition 450 - Impairment of Nexway intangible assets (450 ) - Income tax benefit (associated with the amortization of intangible assets) (5,272 ) (2,114 ) Ending balance $ 30,879 $ 35,000 |
Convertible Preferred Stock | Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. |
Non-Controlling Interest | Non-Controlling Interest Non-controlling interest represents PEC stockholders who retained an aggregate 32% interest in that entity following the Company acquisition of EAI. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance. |
Sequencing | Sequencing On July 30, 2019, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. |
Revenue from Contracts with Customers | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company recognized net revenues from contracts with customers of approximately $4.3 million during the year ended December 31, 2019, primarily from the sale of software licenses. Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one- year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. |
(Loss)/ Income Per Share | (Loss)/ Income Per Share Basic (loss) income per share is computed by dividing net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of taxes, if any, are reported as a separate component of Accumulated Other comprehensive income (loss) within stockholders’ equity. Gains or losses resulting from foreign currency transactions are included in Other income (expense) in the Company’s Consolidated Statements of Operations. |
Segment Reporting | Segment Reporting The Company has only one operating segment and reporting unit. The Company defines its segments as those business units whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM is its Chief Executive Officer. As of and for the year ended December 31, 2019, the CODM only reviews consolidated results to analyze performance and allocate resources. Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i) Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Narrow Scope Improvements and Practical Expedients Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as the Company did not have a material amount of revenue. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including for interim or annual periods for which the financial statements have not been issued or made available for issuance. The Company adopted this guidance as of January 1, 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant date under ASC 718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard as of January 1, 2018. |
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 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 consolidated financial statements and related disclosures. |
Restatement for Correction of_2
Restatement for Correction of an Error (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Consolidated Balance Sheets and Operations | Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended December 31, 2019 are as follows: December 31, 2019 Effect of Restatement December 31, 2019 ASSETS Current assets Cash $ 7,624 $ - $ 7,624 Accounts receivable, net 8,904 - 8,904 Inventory 49 - 49 Prepaid expenses 1,396 - 1,396 Total current assets 17,973 - 17,973 - Property and equipment, net 335 - 335 Deposits 24 - 24 Financial assets at fair value 1,965 - 1,965 Intangible assets 116,646 - 116,646 Goodwill 148,054 79,709 227,763 Right-of-use assets 3,519 - 3,519 Total assets $ 288,516 $ 79,709 $ 368,225 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Current liabilities - Accounts payable 36,373 - 36,373 Accrued expenses 20,402 - 20,402 Due to related parties 665 - 665 Note payable 4,090 - 4,090 Notes payable - related parties 368 - 368 Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively 1,358 - 1,358 Convertible notes - related parties - - - Shares settled liability for intangible asset 1,000 - 1,000 Profit share liability 1,971 - 1,971 Warrant liability - subsidiary 24 - 24 Derivative liability 376 - 376 Current portion of lease liability 815 - 815 Total current liabilities 67,442 - 67,442 - Deferred income taxes 30,879 - 30,879 Other long-term liabilities 41 - 41 Lease liability 2,705 - 2,705 Long term borrowings 43,982 - 43,982 Total liabilities 145,049 - 145,049 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 462 - 462 - Stockholders’ equity: - Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively 3 - 3 Additional paid-in capital 257,002 - 257,002 Accumulated deficit (135,832 ) 79,709 (56,123 ) Non-controlling interest 22,602 - 22,602 Accumulated other comprehensive loss (770 ) - (770 ) Total stockholders’ equity 143,005 79,709 222,714 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 288,516 $ 79,709 $ 368,225 For the Year Ended December 31, 2019 Effect of For the Year Ended Revenues Revenues, net $ 4,271 $ - $ 4,271 Total revenues 4,271 - 4,271 Operating expenses - General and administrative 13,793 - 13,793 Amortization of intangible assets 20,682 - 20,682 Impairment of intangible assets 8,598 - 8,598 Impairment of goodwill 74,441 (74,441 ) - Depreciation 83 - 83 Total operating expenses 117,597 (74,441 ) 43,156 Operating loss (113,326 ) 74,441 (38,885 ) - Other income (expense) - Interest expense and financing costs (2,062 ) - (2,062 ) Gain on extinguishment of convertible notes - - - Loss on investments (13,549 ) 5,268 (8,281 ) Foreign currency loss (18 ) - (18 ) Other expense 726 - 726 Change in fair value of subsidiary warrant liability 4,504 - 4,504 Change in fair value of derivative liability 815 - 815 Change in fair value of Panda interests (198 ) - (198 ) Total other income (expense) (9,782 ) 5,268 (4,514 ) Loss before income taxes (123,108 ) 79,709 (43,339 ) Income tax benefit (5,272 ) - (5,272 ) Net loss (117,836 ) 79,709 (38,127 ) Less: net loss attributable to non-controlling interest 3,767 - 3,767 Net loss attributable to controlling interest $ (114,069 ) $ 79,709 $ (34,360 ) Less: Deemed dividend on Series D Preferred stock (9 ) - (9 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (589 ) - (589 ) Net loss attributable to common stockholders $ (114,667 ) $ 79,709 $ (34,958 ) Other comprehensive income (loss) Foreign currency translation adjustment (770 ) - (770 ) Comprehensive loss $ (115,437 ) $ 79,709 $ (35,728 ) Net loss per share attributable to common stockholders Basic and diluted $ (5.15 ) $ (1.57 ) Weighted average shares outstanding: Basic and diluted 22,286,060 - 22,286,060 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Estimated Useful Life of Intangible Assets | The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years |
Schedule of Deferred Tax Liability | The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) |
Schedule of Revenues from Contracts with Customers Disaggregated by Major Business Activity | The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 |
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: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 |
Schedule of Revenue Classified by the Major Geographic Areas | Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 |
EAI Acquisition [Member] | |
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 Balance - January 1, 2019 $ 35,000 Facebank acquisition 1,151 Nexway acquisition 450 Impairment of Nexway intangible assets (450 ) Income tax benefit (associated with the amortization of intangible assets) (4,272 ) Balance - December 31, 2019 $ 31,879 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Evolution AI Corporation [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 |
Schedule of Pro Forma Information | The following unaudited pro forma financial information presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2018: Year Ended Operating Revenues $ 294 Net (Loss) Income $ (15,142 ) Proforma EPS* - basic $ (0.78 ) Proforma EPS* - dilutive $ (0.78 ) *assumes Series X Preferred stock is converted into common stock |
Facebank AG [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Facebank AG acquisition (in thousands): Cash $ 329 Accounts receivable 3,709 Property and equipment 16 Investments 5,671 Financial assets as fair value 2,275 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 28,541 Accounts payable (64 ) Accrued expenses (802 ) Deferred taxes (1,161 ) Long-term borrowings (22,863 ) Stock purchase price $ 19,950 |
Nexway AG [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the assets acquired, liabilities assumed and noncontrolling interest for the Nexway AG Acquisition (in thousands): Cash $ 4,152 Accounts receivable 12,900 Prepaid expenses 1,169 Inventory 61 Property and equipment 213 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 45,900 Right-of-use assets 3,594 Accounts payable (28,381 ) Accrued expenses (16,747 ) Current portion of lease liability (756 ) Deferred income taxes (450 ) Other long-term liabilities (193 ) Lease liability (2,838 ) Long-term borrowings (24,609 ) Noncontrolling interests (3,582 ) Consideration transferred $ (5,268 ) |
Schedule of Pro Forma Information | The following unaudited pro forma financial information for the year ended December 31, 2019 and 2018 presents combined results of operations as if the Nexway AG Acquisition had occurred on January 1, 2018 (in thousands): Year Ended December 31, 2019 (As Restated) 2018 Operating Revenues $ 14,928 $ 25,289 Net (Loss) Income $ (44,088 ) $ (9,763 ) Proforma EPS – basic and diluted $ (1.98 ) $ (2.18 ) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Profits Interest | The table below summarizes the Company’s profits interest at 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 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Intangible Asset Impairment Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 $ - $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 - (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 - (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) - - Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 December 31, 2018 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6.6 $ 123,436 $ (7,012 ) $ 116,424 Trademark and trade names 7 6.6 7,746 (443 ) 7,303 Animation and visual effects technologies 7 6.6 6,016 (344 ) 5,672 Digital likeness development 7 6.6 6,255 (357 ) 5,898 Intellectual Property 7 6.6 828 (47 ) 781 Total $ 144,281 $ (8,203 ) $ 136,078 |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 20,862 2021 20,862 2022 20,862 2023 20,862 2024 20,790 Thereafter 12,408 Total $ 116,646 |
Schedule of Goodwill | The following table is a summary of the changes to goodwill for the year ended December 31, 2019 (in thousands) (As Restated): Balance - January 1, 2018 $ - Evolution AI Acquisition 149,975 Balance - December 31, 2018 149,975 Nexway Acquisition 51,168 Facebank AG Acquisition 28,541 Measurement period adjustment for EAI acquisition (1,921 ) Balance - December 31, 2019 $ 227,763 * The Company recorded a measurement period adjustment related to its EAI acquisition to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Suppliers $ 37,508 $ - Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 3,649 2,453 Legal and professional fees 3,936 1,952 Accrued litigation loss 524 524 Taxes (including value added) 5,953 - Other 3,897 2,098 Total $ 56,775 $ 8,335 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Owed to Related Parties | Amounts owed to related parties as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 20 $ 25 John Textor, Chief Executive Officer and affiliated companies 592 304 Other 53 69 Total $ 665 $ 398 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | 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 - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546 |
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 Embedded Put Option Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - $ - Change in fair value (678 ) (4,504 ) 198 (137 ) Additions 863 - 1,773 589 Redemptions - - - (76 ) Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ 376 |
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 December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.02 $ 0.22 Discount applied 0 % 50 % Fair value of stock price $ 0.00 $ 0.09 Risk free rate 1.62 % 2.49 % Contractual term (years) 3.08 4.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 |
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: December 31, 2019 Stock price $ 8.91 – $9.03 Fixed conversion price $ 0.25 Risk free rate 1.6 % Contractual term (years) 1.2 - 1.5 Expected dividend yield 8.0 % Expected volatility 89.2% - 90.4 % |
Convertible Notes Payable and_2
Convertible Notes Payable and Convertible Notes Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | At December 31, 2019 and 2018, 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 Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays - Alef (4) 11/28/2018 10 % 11/28/2019 275 (159 ) 379 495 JSJ Investments (7) 12/6/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (8) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (9) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below |
Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions | The fair value of the derivative liabilities was estimated using the Monte Carlo simulation model on the dates that the notes were issued and were subsequently revalued at December 31, 2019 and 2018, with the following weighted average assumptions: December 31, 2019 December 31, 2018 Stock Price $ 8.91 - 10.15 $ 6.75 Risk Free Interest Rate 1.52 1.60 % 2.61 % Expected life (years) 0.58 – 1.00 0.73 Expected dividend yield 0 % 0 % Expected volatility 90.0 – 95.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature (in thousands) $ 1,203 $ 1,018 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity [Abstract] | |
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Convertible Preferred Stock activities for the year ended December 31, 2019 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2018 - $ - Issuance of Series D convertible preferred stock for cash 709,000 709 Offering cost related to issuance of Series D convertible preferred stock - (9 ) Deemed dividends related to immediate accretion of offering cost - 9 Accrued Series D preferred stock dividends 5,839 6 Bifurcated redemption feature of Series D convertible preferred stock - (589 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 589 Redemption of Series D preferred stock (253,000 ) (253 ) Total temporary equity as of December 31, 2019 461,839 $ 462 |
Schedule of Redemption of Preferred stock Issued | On December 19, 2019, the Company redeemed the 253,000 shares of its Series D preferred stock issued on July 15, 2019 as follows (amounts in thousands except share and per share values): Series D preferred stock issued 253,000 Per share value $ 1.00 $ 253 Accrued dividends $ 9 $ 262 Redemption percentage $ 1.29 Total $ 337 |
Stockholders' Equity_ (Defici_2
Stockholders' Equity/ (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Fair Value of Options Granted | The fair value of options granted during the year ended December 31, 2018 were estimated using the following weighted-average assumptions: Year ended December 31, 2018 Exercise price $ 28.20 Expected stock price volatility 222 Risk-free rate of interest 2.78 Term (years) 10.0 |
Summary of Options Under Employee Stock Option Plan | A summary of option activity under the Company’s employee stock option plan for years ended December 31, 2018 and 2019 are presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 - $ - $ - - Granted 16,667 28.20 - 9.1 Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Options vested and exercisable as of December 31, 2019 16,667 $ 28.20 $ - 8.1 |
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of December 31, 2019 and 2018 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 3,015 $ 15.00 $ - 4.7 Exercised (3,008 ) 15.00 - Outstanding as of December 31, 2018** 7 $ 24,000.00 $ - 2.9 Issued 200,000 11.31 - 0.2 Outstanding as of December 31, 2019 200,007 $ 12.15 $ - 0.2 Warrants exercisable as of December 31, 2019 200,007 $ 12.15 $ - 0.2 ** The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases | For the Year Ended December 31, 2019 Operating leases Operating lease cost $ 259 Variable lease cost 56 Operating lease expense 315 Short-term lease rent expense - Total rent expense $ 315 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Operating cash flows from operating leases $ 281 Right-of-use assets exchanged for operating lease liabilities $ 3,719 Weighted-average remaining lease term – operating leases 7.8 Weighted-average discount rate – operating leases 8.0 % |
Schedule of Maturities of Operating Leases | Maturities of the Company’s operating leases, are as follows (amounts in thousands): Year Ended December 31, 2020 $ 862 Year Ended December 31, 2021 769 Year Ended December 31, 2022 465 Year Ended December 31, 2023 465 Thereafter 2,326 Total 4,887 Less present value discount (1,367 ) Operating lease liabilities $ 3,520 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) |
Schedule of Income Taxes Benefit | The benefit of income taxes for the years ended December 31, 2019 and 2018 consist of the following ($ in thousands): For the years ended December 31, 2019 2018 U.S. federal Current $ - $ - Deferred (4,302 ) (1,725 ) State and local Current - - Deferred (970 ) (389 ) Valuation allowance - - Income Tax Provision (Benefit) $ (5,272 ) $ (2,114 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal rate to the Company’s effective tax rate is as follows: December 31, 2019 2018 Federal rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 % 4.74 % Non-controlling interest (0.82 )% (4.20 )% Common stock issued for services (0.82 )% (6.35 )% Change in fair value of derivative, warrant liability and gain on extinguishment of convertible notes 1.16 % 4.39 % Amortization of debt discount (0.13 )% (2.60 )% Loss on investments (1.81 )% - Other - % (1.26 )% Change in valuation allowance (37.15 )% (29.62 )% Income Taxes Provision (Benefit) (13.83 )% (13.90 )% |
Organization, Nature of Busin_2
Organization, Nature of Business and Basis of Presentation (Details Narrative) - $ / shares | Feb. 28, 2019 | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |
Reverse stock split | 1-for-30 reverse stock split | |||
Conversion of stock | 15,000,000 |
Restatement for Correction of_3
Restatement for Correction of an Error (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 227,763 | $ 149,975 | |
Nexway [Member] | |||
Goodwill | $ 74,400 |
Restatement for Correction of_4
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash | $ 7,624 | $ 31 | |
Accounts receivable, net | 8,904 | ||
Inventory | 49 | ||
Prepaid expenses | 1,396 | ||
Total current assets | 17,973 | 31 | |
Property and equipment, net | 335 | 14 | |
Deposits | 24 | 3 | |
Financial assets at fair value | 1,965 | ||
Intangible assets | 116,646 | 136,078 | |
Goodwill | 227,763 | 149,975 | |
Right-of-use assets | 3,519 | ||
Total assets | 368,225 | 286,101 | |
Accounts payable | 36,373 | 2,475 | |
Accrued expenses | 20,402 | 5,860 | |
Due to related parties | 665 | 398 | |
Note payable | 4,090 | 3,667 | |
Notes payable - related parties | 368 | 172 | |
Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively | 1,358 | 587 | |
Convertible notes - related parties | 864 | ||
Shares settled liability for intangible asset | 1,000 | ||
Profit share liability | 1,971 | ||
Warrant liability - subsidiary | 24 | 4,528 | |
Derivative liability | 376 | ||
Current portion of lease liability | 815 | ||
Total current liabilities | 67,442 | 18,551 | |
Deferred income taxes | 30,879 | 35,000 | |
Other long-term liabilities | 41 | ||
Lease liability | 2,705 | ||
Long term borrowings | 43,982 | ||
Total liabilities | 145,049 | 53,551 | |
COMMITMENTS AND CONTINGENCIES (Note 15) | |||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 | 462 | ||
Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively | 3 | 1 | |
Additional paid-in capital | 257,002 | 227,570 | |
Accumulated deficit | (56,123) | (21,763) | |
Non-controlling interest | 22,602 | 26,742 | |
Accumulated other comprehensive loss | (770) | ||
Total stockholders' equity | 222,714 | 232,550 | $ (3,099) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 368,225 | 286,101 | |
Revenues, net | 4,271 | ||
Total revenues | 4,271 | ||
General and administrative | 13,793 | 6,746 | |
Amortization of intangible assets | 20,682 | 8,209 | |
Impairment of intangible assets | 8,598 | ||
Impairment of goodwill | |||
Depreciation | 83 | 8 | |
Total operating expenses | 43,156 | 14,963 | |
Operating loss | (38,885) | (14,963) | |
Interest expense and financing costs | (2,062) | (2,651) | |
Gain on extinguishment of convertible notes | 1,852 | ||
Loss on investments | (8,281) | ||
Foreign currency loss | (18) | ||
Other expense | 726 | (94) | |
Change in fair value of subsidiary warrant liability | 4,504 | (91) | |
Change in fair value of derivative liability | 815 | 741 | |
Change in fair value of Panda interests | (198) | ||
Total other income (expense) | (4,514) | (243) | |
Loss before income taxes | (43,399) | (15,206) | |
Income tax benefit | (5,272) | (2,114) | |
Net loss | (38,127) | (13,092) | |
Less: net loss attributable to non-controlling interest | 3,767 | 2,482 | |
Net loss attributable to controlling interest | (34,360) | (10,610) | |
Less: Deemed dividend on Series D Preferred stock | (9) | ||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (589) | ||
Net loss attributable to common stockholders | (34,958) | (10,610) | |
Foreign currency translation adjustment | (770) | ||
Comprehensive loss | $ (35,728) | $ (10,610) | |
Net loss per share attributable to common stockholders Basic and diluted | $ (1.57) | $ (2.37) | |
Weighted average shares outstanding: Basic and diluted | 22,286,060 | 4,481,600 | |
Series A Preferred Stock [Member] | |||
Preferred stock value | |||
Series B Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Series C Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Series X Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Previously Reported [Member] | |||
Cash | 7,624 | ||
Accounts receivable, net | 8,904 | ||
Inventory | 49 | ||
Prepaid expenses | 1,396 | ||
Total current assets | 17,973 | ||
Property and equipment, net | 335 | ||
Deposits | 24 | ||
Financial assets at fair value | 1,965 | ||
Intangible assets | 116,646 | ||
Goodwill | 148,054 | ||
Right-of-use assets | 3,519 | ||
Total assets | 288,516 | ||
Accounts payable | 36,373 | ||
Accrued expenses | 20,402 | ||
Due to related parties | 665 | ||
Note payable | 4,090 | ||
Notes payable - related parties | 368 | ||
Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively | 1,358 | ||
Convertible notes - related parties | |||
Shares settled liability for intangible asset | 1,000 | ||
Profit share liability | 1,971 | ||
Warrant liability - subsidiary | 24 | ||
Derivative liability | 376 | ||
Current portion of lease liability | 815 | ||
Total current liabilities | 67,442 | ||
Deferred income taxes | 30,879 | ||
Other long-term liabilities | 41 | ||
Lease liability | 2,705 | ||
Long term borrowings | 43,982 | ||
Total liabilities | 145,049 | ||
COMMITMENTS AND CONTINGENCIES (Note 15) | |||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 | 462 | ||
Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively | 3 | ||
Additional paid-in capital | 257,002 | ||
Accumulated deficit | (135,832) | ||
Non-controlling interest | 22,602 | ||
Accumulated other comprehensive loss | (770) | ||
Total stockholders' equity | 143,005 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 288,516 | ||
Revenues, net | 4,271 | ||
Total revenues | 4,271 | ||
General and administrative | 13,793 | ||
Amortization of intangible assets | 20,682 | ||
Impairment of intangible assets | 8,598 | ||
Impairment of goodwill | 74,441 | ||
Depreciation | 83 | ||
Total operating expenses | 117,597 | ||
Operating loss | (113,326) | ||
Interest expense and financing costs | (2,062) | ||
Gain on extinguishment of convertible notes | |||
Loss on investments | (13,549) | ||
Foreign currency loss | (18) | ||
Other expense | 726 | ||
Change in fair value of subsidiary warrant liability | 4,504 | ||
Change in fair value of derivative liability | 815 | ||
Change in fair value of Panda interests | (198) | ||
Total other income (expense) | (9,782) | ||
Loss before income taxes | (123,108) | ||
Income tax benefit | (5,272) | ||
Net loss | (117,836) | ||
Less: net loss attributable to non-controlling interest | 3,767 | ||
Net loss attributable to controlling interest | (114,069) | ||
Less: Deemed dividend on Series D Preferred stock | (9) | ||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (589) | ||
Net loss attributable to common stockholders | (114,667) | ||
Foreign currency translation adjustment | (770) | ||
Comprehensive loss | $ (115,437) | ||
Net loss per share attributable to common stockholders Basic and diluted | $ (5.15) | ||
Weighted average shares outstanding: Basic and diluted | 22,286,060 | ||
Previously Reported [Member] | Series A Preferred Stock [Member] | |||
Preferred stock value | |||
Previously Reported [Member] | Series B Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Previously Reported [Member] | Series C Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Previously Reported [Member] | Series X Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Effect of Restatement [Member] | |||
Cash | |||
Accounts receivable, net | |||
Inventory | |||
Prepaid expenses | |||
Total current assets | |||
Property and equipment, net | |||
Deposits | |||
Financial assets at fair value | |||
Intangible assets | |||
Goodwill | 79,709 | ||
Right-of-use assets | |||
Total assets | 79,709 | ||
Accounts payable | |||
Accrued expenses | |||
Due to related parties | |||
Note payable | |||
Notes payable - related parties | |||
Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively | |||
Convertible notes - related parties | |||
Shares settled liability for intangible asset | |||
Profit share liability | |||
Warrant liability - subsidiary | |||
Derivative liability | |||
Current portion of lease liability | |||
Total current liabilities | |||
Deferred income taxes | |||
Other long-term liabilities | |||
Lease liability | |||
Long term borrowings | |||
Total liabilities | |||
COMMITMENTS AND CONTINGENCIES (Note 15) | |||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 | |||
Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively | |||
Additional paid-in capital | |||
Accumulated deficit | 79,709 | ||
Non-controlling interest | |||
Accumulated other comprehensive loss | |||
Total stockholders' equity | 79,709 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 79,709 | ||
Revenues, net | |||
Total revenues | |||
General and administrative | |||
Amortization of intangible assets | |||
Impairment of intangible assets | |||
Impairment of goodwill | (74,441) | ||
Depreciation | |||
Total operating expenses | (74,441) | ||
Operating loss | 74,441 | ||
Interest expense and financing costs | |||
Gain on extinguishment of convertible notes | |||
Loss on investments | 5,268 | ||
Foreign currency loss | |||
Other expense | |||
Change in fair value of subsidiary warrant liability | |||
Change in fair value of derivative liability | |||
Change in fair value of Panda interests | |||
Total other income (expense) | 5,268 | ||
Loss before income taxes | 79,709 | ||
Income tax benefit | |||
Net loss | 79,709 | ||
Less: net loss attributable to non-controlling interest | |||
Net loss attributable to controlling interest | 79,709 | ||
Less: Deemed dividend on Series D Preferred stock | |||
Less: Deemed dividend - beneficial conversion feature on preferred stock | |||
Net loss attributable to common stockholders | 79,709 | ||
Foreign currency translation adjustment | |||
Comprehensive loss | $ 79,709 | ||
Net loss per share attributable to common stockholders Basic and diluted | |||
Weighted average shares outstanding: Basic and diluted | |||
Effect of Restatement [Member] | Series A Preferred Stock [Member] | |||
Preferred stock value | |||
Effect of Restatement [Member] | Series B Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Effect of Restatement [Member] | Series C Convertible Preferred Stock [Member] | |||
Preferred stock value | |||
Effect of Restatement [Member] | Series X Convertible Preferred Stock [Member] | |||
Preferred stock value |
Restatement for Correction of_5
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 710 | $ 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 | 461,839 | ||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||
Series D Convertible Preferred stock, liquidation preference | $ 462 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 28,912,500 | 7,532,776 | |
Common stock, shares outstanding | 28,912,500 | 7,532,776 | |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series X Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 1,000,000 | |
Preferred stock, shares outstanding | 0 | 1,000,000 | |
Previously Reported [Member] | |||
Convertible notes, net of discount | $ 710 | $ 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 | 461,839 | ||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||
Series D Convertible Preferred stock, liquidation preference | $ 462 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 28,912,500 | 7,532,776 | |
Common stock, shares outstanding | 28,912,500 | 7,532,776 | |
Previously Reported [Member] | Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Previously Reported [Member] | Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Previously Reported [Member] | Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Previously Reported [Member] | Series X Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 1,000,000 | |
Preferred stock, shares outstanding | 0 | 1,000,000 | |
Effect of Restatement [Member] | |||
Convertible notes, net of discount | $ 710 | $ 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 | 461,839 | ||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||
Series D Convertible Preferred stock, liquidation preference | $ 462 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 28,912,500 | 7,532,776 | |
Common stock, shares outstanding | 28,912,500 | 7,532,776 | |
Effect of Restatement [Member] | Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Effect of Restatement [Member] | Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 41,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Effect of Restatement [Member] | Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 41,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Effect of Restatement [Member] | Series X Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 1,000,000 | |
Preferred stock, shares outstanding | 0 | 1,000,000 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 7,624 | $ 31 |
Working capital deficit | (49,600) | |
Accumulated deficit | (56,123) | (21,763) |
Net loss | (38,127) | (13,092) |
Net cash provided by (used in) operating activities | $ 1,731 | $ (3,153) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | Jan. 02, 2017 | Dec. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($) |
Cash equivalents | |||
Insurance fund covering description | Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. | ||
Impairment of intangible assets | $ 8,598 | ||
Goodwill impairment charges | |||
Deferred tax liabilities | 376 | ||
Revenues | $ 4,271 | ||
Forfeiture rate awards percentage | 0.00% | ||
Number of reporting units | Integer | 1 | ||
Number of operating segments | Integer | 1 | ||
Facebank AG [Member] | |||
Ownership interest percentage | 49.00% | ||
Deferred tax liabilities | $ 1,200 | ||
Nexway AG [Member] | |||
Impairment of intangible assets | (450) | ||
Deferred tax liabilities | $ 500 | ||
Furniture and Fixtures [Member] | |||
Property and equipment estimated useful life | 5 years | ||
Two Vendors [Member] | |||
Concentration risk, percentage | 47.00% | ||
Accounts Receivable [Member] | |||
Concentration risk, percentage | 10.00% | ||
Accounts Payable [Member] | Two Vendors [Member] | |||
Concentration risk, percentage | 60.00% | ||
Evolution AI Corporation [Member] | |||
Ownership interest percentage | 99.70% | ||
Deferred tax liabilities | $ 36,900 | ||
Non controlling interest percentage | 32.00% | ||
Nexway AG [Member] | |||
Ownership interest percentage | 62.30% | ||
Highlight Finance Corp [Member] | |||
Ownership interest percentage | 70.00% | ||
Pulse Evolution Corporation [Member] | |||
Ownership interest percentage | 68.00% | ||
Namegames [Member] | |||
Deferred tax liabilities | $ 200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Intangible Assets (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Human Animation Technologies [Member] | ||
Definite lived intangible assets estimated useful lives | 7 years | |
Trademark and Trade Names [Member] | ||
Definite lived intangible assets estimated useful lives | 7 years | |
Animation and Visual Effects Technologies [Member] | ||
Definite lived intangible assets estimated useful lives | 7 years | |
Digital Asset Library [Member] | Minimum [Member] | ||
Definite lived intangible assets estimated useful lives | 5 years | |
Digital Asset Library [Member] | Maximum [Member] | ||
Definite lived intangible assets estimated useful lives | 7 years | |
Intellectual Property [Member] | ||
Definite lived intangible assets estimated useful lives | 7 years | 7 years |
Customer Relationships [Member] | ||
Definite lived intangible assets estimated useful lives | 11 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Deferred Tax Liability (Details) - USD ($) $ in Thousands | Sep. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Liability, Beginning Balance | $ 35,000 | ||
Impairment of intangible assets | 8,598 | ||
Income tax benefit | 5,272 | 2,114 | |
Deferred Tax Liability, Ending balance | 30,879 | 35,000 | |
Evolution AI Corporation [Member] | |||
Business combination, consideration transferred | 36,937 | ||
Namegames LLC [Member] | |||
Business combination, consideration transferred | 177 | ||
Facebank AG [Member] | |||
Business combination, consideration transferred | 1,151 | ||
Nexway AG [Member] | |||
Business combination, consideration transferred | $ 5,268 | 450 | |
Impairment of intangible assets | $ (450) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenues from Contracts with Customers Disaggregated by Major Business Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 4,271 | |
Nexway eCommerce Solutions [Member] | ||
Total | 3,359 | |
Nexway Academics [Member] | ||
Total | $ 912 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 868,609 | 15,212,917 |
Common Stock Purchase Warrants [Member] | ||
Total | 200,007 | 7 |
Series D Convertible Preferred Shares [Member] | ||
Total | 461,839 | |
Series X Convertible Preferred Stock [Member] | ||
Total | 15,000,000 | |
Stock Options [Member] | ||
Total | 16,667 | 16,667 |
Convertible Notes Variable Settlement Feature [Member] | ||
Total | 190,096 | 196,243 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Revenue Classified by the Major Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 4,271 | |
Europe [Member] | ||
Total | 4,049 | |
United States [Member] | ||
Total | $ 222 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) $ / shares in Units, € in Thousands | Sep. 19, 2019EUR (€) | Sep. 16, 2019USD ($)shares | Aug. 15, 2019USD ($)$ / sharesshares | Aug. 14, 2019shares | Mar. 31, 2019shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2019EUR (€) | Aug. 15, 2019EUR (€) | Jan. 09, 2019$ / shares | Oct. 31, 2015 |
Adjustment for reducing of accrued expenses | $ 1,900,000 | ||||||||||
Number of shares acquired | shares | 18,935 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares issued for acquisition | $ 211,500,000 | ||||||||||
Interest rate | 5.00% | ||||||||||
Debt face amount | $ 375,000 | 889,000 | |||||||||
EAI Acquisition [Member] | |||||||||||
Adjustment for reducing of accrued expenses | 100,000 | ||||||||||
Facebank AG acquisition [Member] | |||||||||||
Acquisition of equity, percentage | 100.00% | 100.00% | |||||||||
Number of shares issued for acquisitions, shares | shares | 2,500,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Number of shares issued for acquisition | $ 19,950,000 | ||||||||||
Long term borrowings | $ 22,900,000 | ||||||||||
Debt maturity date | Mar. 31, 2014 | ||||||||||
Interest rate | 7.00% | 7.00% | |||||||||
Facebank AG acquisition [Member] | Highlight Finance Corp [Member] | |||||||||||
Interest rate | 4.00% | 4.00% | |||||||||
Facebank AG acquisition [Member] | EUR [Member] | |||||||||||
Long term borrowings | € | € 20,000 | ||||||||||
Debt face amount | € | € 16,700 | 14,500 | |||||||||
Facebank AG acquisition [Member] | EUR [Member] | Highlight Finance Corp [Member] | |||||||||||
Debt face amount | € | € 5,000 | ||||||||||
Nexway AG [Member] | |||||||||||
Number of shares acquired | shares | 333,420 | ||||||||||
Acquisition of equity, percentage | 51.00% | ||||||||||
Long term borrowings | $ 24,609,000 | ||||||||||
Debt maturity date | Sep. 8, 2023 | ||||||||||
Interest rate | 6.50% | ||||||||||
Business acquisition ,description | HFC is a British Virgin Islands company with a EUR 15.0 million term bond facility issued and outstanding. | ||||||||||
Consideration transferred | $ (5,268,000) | $ (450,000) | |||||||||
Business acquisition cash paid | 2,200,000 | ||||||||||
Fair value of bonds issued | 1,800,000 | ||||||||||
Fair value of shares owned | 1,100,000 | ||||||||||
Debt settled as a result of the acquisition | $ 10,400,000 | ||||||||||
Nexway AG [Member] | HFC [Member] | |||||||||||
Debt maturity date | Apr. 30, 2024 | ||||||||||
Interest rate | 4.00% | ||||||||||
Nexway AG [Member] | EUR [Member] | |||||||||||
Debt face amount | € | € 7,500 | ||||||||||
Secured debt | € | 12,000 | ||||||||||
Nexway AG [Member] | EUR [Member] | HFC [Member] | |||||||||||
Long term borrowings | € | € 15,000 | ||||||||||
Nexway AG [Member] | Binding Agreement [Member] | |||||||||||
Acquisition of equity, percentage | 62.30% | 62.30% | |||||||||
Stock Access Holdings SAS [Member] | |||||||||||
Acquisition of equity, percentage | 100.00% | ||||||||||
Highlight Finance Corp [Member] | |||||||||||
Number of shares acquired | shares | 35,000 | ||||||||||
Acquisition of equity, percentage | 70.00% | ||||||||||
Nexway [Member] | |||||||||||
Number of shares acquired | shares | 74,130 | ||||||||||
Acquisition of equity, percentage | 11.30% |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 16, 2019 | Aug. 15, 2019 | Aug. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 227,763 | $ 149,975 | ||||
Evolution AI Corporation [Member] | ||||||
Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) | $ 211,500 | |||||
Consideration transferred | (36,937) | |||||
Property and equipment | 22 | |||||
Accounts payable | (2,291) | |||||
Accrued expenses | (3,205) | |||||
Notes payable (in default) | (3,634) | |||||
Warrant liability | (4,437) | |||||
Due to related parties and affiliates | (295) | |||||
Net liabilities assumed | (13,840) | |||||
Excess allocated to Intangible assets | 143,453 | |||||
Deferred tax liability | (36,944) | |||||
Non-controlling interest | (29,224) | |||||
Goodwill | 148,055 | |||||
Total Purchase Price | 211,500 | |||||
Evolution AI Corporation [Member] | Human Animation Technologies [Member] | ||||||
Excess allocated to Intangible assets | 123,436 | |||||
Evolution AI Corporation [Member] | Trademark and Trade Names [Member] | ||||||
Excess allocated to Intangible assets | 7,746 | |||||
Evolution AI Corporation [Member] | Animation and Visual Effects Technologies [Member] | ||||||
Excess allocated to Intangible assets | 6,016 | |||||
Evolution AI Corporation [Member] | Digital Asset Library [Member] | ||||||
Excess allocated to Intangible assets | $ 6,255 | |||||
Facebank AG [Member] | ||||||
Consideration transferred | (1,151) | |||||
Property and equipment | $ 16 | |||||
Accounts payable | (64) | |||||
Accrued expenses | (802) | |||||
Deferred tax liability | (1,161) | |||||
Goodwill | 28,541 | |||||
Cash | 329 | |||||
Accounts receivable | 3,709 | |||||
Investments | 5,671 | |||||
Financial assets as fair value | 2,275 | |||||
Long-term borrowings | (22,863) | |||||
Stock purchase price | 19,950 | 0 | ||||
Facebank AG [Member] | Trademark and Trade Names [Member] | ||||||
Intangible assets | 843 | |||||
Facebank AG [Member] | Customer Relationship [Member] | ||||||
Intangible assets | 2,241 | |||||
Facebank AG [Member] | Intellectual Property [Member] | ||||||
Intangible assets | $ 1,215 | |||||
Nexway AG [Member] | ||||||
Consideration transferred | $ (5,268) | $ (450) | ||||
Property and equipment | 213 | |||||
Accounts payable | (28,381) | |||||
Accrued expenses | (16,747) | |||||
Deferred tax liability | (450) | |||||
Non-controlling interest | (3,582) | |||||
Goodwill | 45,900 | |||||
Cash | 4,152 | |||||
Accounts receivable | 12,900 | |||||
Long-term borrowings | (24,609) | |||||
Prepaid expenses | 1,169 | |||||
Inventory | 61 | |||||
Right-of-use assets | 3,594 | |||||
Current portion of lease liability | (756) | |||||
Other long-term liabilities | (193) | |||||
Lease liability | (2,838) | |||||
Nexway AG [Member] | Trademark and Trade Names [Member] | ||||||
Intangible assets | 843 | |||||
Nexway AG [Member] | Customer Relationship [Member] | ||||||
Intangible assets | 2,241 | |||||
Nexway AG [Member] | Intellectual Property [Member] | ||||||
Intangible assets | $ 1,215 |
Acquisitions - Schedule of As_2
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - Series X Convertible Preferred Stock [Member] - $ / shares | Aug. 08, 2018 | Dec. 31, 2018 |
Number of shares issued for acquisitions, shares | 15,000,000 | |
Evolution AI Corporation [Member] | ||
Number of shares issued for acquisitions, shares | 1,000,000 | |
Evolution AI Corporation [Member] | ||
Shares issued price per share | $ 211.50 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Evolution AI Corporation and Pulse Evolution Corporation [Member] | |||
Operating Revenues | $ 294 | ||
Net (Loss) Income | $ (44,088) | ||
Proforma EPS - basic | [1] | $ (0.78) | |
Proforma EPS - dilutive | [1] | $ (0.78) | |
Nexway AG [Member] | |||
Operating Revenues | $ 14,928 | $ 25,289 | |
Net (Loss) Income | $ (44,088) | $ (9,763) | |
Proforma EPS - basic and diluted | $ (1.98) | $ (2.18) | |
[1] | assumes Series X Preferred stock is converted into common stock |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Aug. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Amount paid for investment | $ 1,000 | |||
Number of shares issued during period, new issues | $ 2,526 | $ 3,185 | ||
Facebank AG [Member] | ||||
Business acquisition, effective date of acquisition | Aug. 15, 2019 | |||
Fair value of profit interest | $ 1,700 | |||
Business acquisition for transaction | $ 2,000 | |||
Voting interest | 49.00% | |||
Economic interest | 33.00% | |||
Fair value of acquisition | $ 19,950 | $ 0 | ||
Fair value of investment | $ 1,800 | |||
Accredited Investors [Member] | ||||
Number of common shares issued | 209,050 | |||
Proceeds from sale of profit interest | $ 700 | |||
Sale of the profits interest, description | As a result of this sale of the profits interest, the Company will potentially distribute approximately 5.2% of its proceeds received in the Macau Show. The Company allocated 100% of the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw. | |||
Fair value profit interest amount | $ 700 | |||
Panda Productions (HK) Limited [Member] | ||||
Investments, value | $ 2,000 | |||
Acquired interest rate on investment, percentage | 4.00% | |||
Amount paid for investment | $ 1,000 | |||
Number of common shares issued | 175,000 | |||
Unfunded amount of investment | 1,000 | |||
Number of shares issued during period, new issues | $ 1,900 | |||
Stock issued price per share | $ 10.96 | |||
Stock based compensation | $ 900 |
Investments - Schedule of Profi
Investments - Schedule of Profit Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 at December 31, 2019 | $ 1,971 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | $ 116,646 | $ 136,078 | |
Amortization expense | 20,682 | 8,209 | |
Impairment of intangibles | 8,598 | ||
Measurement period adjustment for EAI acquisition | $ (1,921) | ||
Minimum [Member] | Monte Carlo Method [Member] | |||
Intangible assets, amortization period | 5 years | ||
Maximum [Member] | Monte Carlo Method [Member] | |||
Intangible assets, amortization period | 11 years | ||
Until Recovery of Advanced Funding [Member] | |||
Revenue sharing percentage | 50.00% | ||
After Recovery of Advanced Funding [Member] | |||
Revenue sharing percentage | 25.00% | ||
Mr. Mayweather [Member] | |||
Upfront cash fee paid | $ 250 | ||
Share based awards, fair value | $ 1,000 | ||
Agreement term | From July 31, 2019 through July 31, 2024 | ||
Agreement renewal term | 5 years | ||
Shares settled liability recorded in balance sheet | $ 1,000 | ||
Intangible assets | $ 1,250 | ||
Intangible assets, amortization period | 5 years | ||
Mr. Mayweather [Member] | Until Recovery of Advanced Funding [Member] | |||
Revenue sharing percentage | 50.00% | ||
Mr. Mayweather [Member] | After Recovery of Advanced Funding [Member] | |||
Revenue sharing percentage | 75.00% |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 154,129 | $ 144,281 |
Intangible Asset Impairment | 8,598 | |
Accumulated Amortization | (28,885) | (8,203) |
Intangible Assets, Net Balance | $ 116,646 | $ 136,078 |
Human Animation Technologies [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years 7 months 6 days |
Intangible Assets, Gross | $ 123,436 | $ 123,436 |
Intangible Asset Impairment | ||
Accumulated Amortization | (24,646) | (7,012) |
Intangible Assets, Net Balance | $ 98,790 | $ 116,424 |
Trademark and Trade Names [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years 7 months 6 days |
Intangible Assets, Gross | $ 9,432 | $ 7,746 |
Intangible Asset Impairment | (1,686) | |
Accumulated Amortization | (1,549) | (443) |
Intangible Assets, Net Balance | $ 6,197 | $ 7,303 |
Animation and Visual Effects Technologies [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years 7 months 6 days |
Intangible Assets, Gross | $ 6,016 | $ 6,016 |
Intangible Asset Impairment | ||
Accumulated Amortization | (1,203) | (344) |
Intangible Assets, Net Balance | $ 4,813 | $ 5,672 |
Digital Likeness Development [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years 7 months 6 days | |
Intangible Assets, Gross | $ 6,255 | |
Accumulated Amortization | (357) | |
Intangible Assets, Net Balance | $ 5,898 | |
Digital Likeness Development [Member] | Minimum [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | |
Digital Asset Library [Member] | ||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years 6 months | |
Intangible Assets, Gross | $ 7,505 | |
Intangible Asset Impairment | ||
Accumulated Amortization | (1,251) | |
Intangible Assets, Net Balance | $ 6,254 | |
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 | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years 7 months 6 days |
Intangible Assets, Gross | $ 3,258 | $ 828 |
Intangible Asset Impairment | (2,430) | |
Accumulated Amortization | (236) | (47) |
Intangible Assets, Net Balance | $ 592 | $ 781 |
Customer Relationships [Member] | ||
Intangible assets, Useful Lives (Years) | 11 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 11 years | |
Intangible Assets, Gross | $ 4,482 | |
Intangible Asset Impairment | (4,482) | |
Accumulated Amortization | ||
Intangible Assets, Net Balance |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 20,862 | |
2021 | 20,862 | |
2022 | 20,862 | |
2023 | 20,862 | |
2024 | 20,790 | |
Thereafter | 12,408 | |
Total | $ 116,646 | $ 136,078 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance, Beginning | $ 149,975 | |
Measurement period adjustment for EAI acquisition | (1,921) | |
Balance, Ending | $ 227,763 | 149,975 |
Evolution AI Corporation [Member] | ||
Goodwill acquired during period | $ 149,975 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Suppliers | $ 37,508 | |
Payroll taxes (in arrears) | 1,308 | 1,308 |
Accrued compensation | 3,649 | 2,453 |
Legal and professional fees | 3,936 | 1,952 |
Accrued litigation loss | 524 | 524 |
Taxes (including value added) | 5,953 | |
Other | 3,897 | 2,098 |
Total | $ 56,775 | $ 8,335 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | May 22, 2019 | Jul. 31, 2016 | Jul. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2018 | Oct. 31, 2015 |
Amount received from related parties | $ 423,000 | ||||||
Paid to related parties | 156,000 | ||||||
Debt interest rate | 5.00% | ||||||
Accrued interest | 85,000 | 45,000 | |||||
Debt face amount | 375,000 | 889,000 | |||||
Repayments of notes payable, principal | 264,000 | ||||||
Mr. Bafer [Member] | |||||||
Debt interest rate | 5.00% | ||||||
Debt maturity date | Aug. 1, 2017 | Oct. 1, 2015 | |||||
Repayments of notes payable, principal | 258,850 | ||||||
Interest paid | 46,160 | ||||||
Convertible Promissory Note [Member] | |||||||
Debt interest rate | 8.00% | ||||||
Debt face amount | $ 264,365 | 124,000 | |||||
Debt maturity date | Aug. 31, 2019 | ||||||
FaceBank, Inc [Member] | |||||||
Amount received from related parties | 300,000 | ||||||
Mr. Bafer [Member] | |||||||
Amount received from related parties | 56,000 | ||||||
Paid to related parties | 56,000 | ||||||
Mr. Textor [Member] | |||||||
Amount received from related parties | 37,000 | ||||||
Paid to related parties | 49,000 | ||||||
Other Related parties [Member] | |||||||
Amount received from related parties | 30,000 | ||||||
Paid to related parties | $ 51,000 | ||||||
Chief Executive Officer [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 | Dec. 31, 2019 | Dec. 31, 2018 |
Amounts owed to related parties | $ 665 | $ 398 |
Alexander Bafer, Executive Chairman [Member] | ||
Amounts owed to related parties | 20 | 25 |
John Textor, Chief Executive Officer and Affiliated Companies [Member] | ||
Amounts owed to related parties | 592 | 304 |
Other [Member] | ||
Amounts owed to related parties | $ 53 | $ 69 |
Note Payable (Details Narrative
Note Payable (Details Narrative) € in Thousands | Apr. 30, 2019EUR (€)Integer | Mar. 31, 2019EUR (€)Integer | Sep. 30, 2018EUR (€)Integer | Mar. 31, 2019EUR (€)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2021EUR (€) | Mar. 02, 2020EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Oct. 31, 2015 |
Interest rate | 5.00% | ||||||||||
Accrued interest | $ 85,000 | $ 45,000 | |||||||||
Number of shares acquired | shares | 18,935 | ||||||||||
Debt face amount | 375,000 | $ 889,000 | |||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | |||||||||||
Notes payable | 18,760,000 | ||||||||||
Interest rate | 7.00% | 7.00% | |||||||||
Debt instrument, maturity date | Mar. 31, 2024 | ||||||||||
Interest note description | Interest on the notes is payable semiannually on September 30 and March 31. | ||||||||||
Trading days | Integer | 90 | ||||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | |||||||||||
Debt face amount | € | € 20,000 | € 20,000 | |||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | Bond Agreement [Member] | |||||||||||
Debt face amount | € | € 5,000 | € 5,000 | |||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | Subsequent Event [Member] | |||||||||||
Debt face amount | € | € 3,000 | € 2,000 | |||||||||
Note Payable [Member] | Highlight Finance Corp [Member] | Facebank AG and Nexway AG [Member] | |||||||||||
Notes payable | 14,530,000 | ||||||||||
Interest rate | 4.00% | ||||||||||
Debt instrument, maturity date | Apr. 30, 2024 | ||||||||||
Interest note description | Interest on the notes is payable semiannually on April 30 and October 31. | ||||||||||
Trading days | Integer | 5 | ||||||||||
Note Payable [Member] | Highlight Finance Corp [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | |||||||||||
Debt face amount | € | € 15,000 | ||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | |||||||||||
Notes payable | 86,100,000 | ||||||||||
Interest rate | 6.50% | 1.90% | 1.90% | ||||||||
Debt instrument, maturity date | Sep. 30, 2023 | ||||||||||
Accrued interest | $ 42,857,000 | ||||||||||
Interest note description | Interest is payable semiannually on March 10 and September 10. | ||||||||||
Trading days | Integer | 90 | ||||||||||
Secured bonds percentage | 100.00% | ||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | July 2021 [Member] | |||||||||||
Redemption rate percenatge | 97.00% | ||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | |||||||||||
Notes payable | € | € 300,000 | ||||||||||
Debt face amount | € | € 7,500 | € 1,200 | |||||||||
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 | $ 1,300,000 | ||||||||||
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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Warrant liability expire date | Jan. 28, 2023 | |
Warrant liability - subsidiary | $ 24 | $ 4,528 |
Change in fair value of subsidiary warrant liability | $ (4,504) | |
Discount percentage of stock price |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Profits interest | $ 1,971 | |
Embedded put option | 376 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Derivative Liability | ||
Profits interest | ||
Embedded put option | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Quoted Prices in Active Markets (Level 1) [Member] | Convertible Notes [Member] | ||
Total Derivative Liability | ||
Quoted Prices in Active Markets (Level 1) [Member] | Related Party Convertible Notes [Member] | ||
Total Derivative Liability | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total Derivative Liability | ||
Profits interest | ||
Embedded put option | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Significant Other Observable Inputs (Level 2) [Member] | Convertible Notes [Member] | ||
Total Derivative Liability | ||
Significant Other Observable Inputs (Level 2) [Member] | Related Party Convertible Notes [Member] | ||
Total Derivative Liability | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total Derivative Liability | 1,018 | |
Profits interest | 1,971 | |
Embedded put option | 376 | |
Warrant Liability | 24 | 4,528 |
Total Financial Liabilities at Fair Value | 3,574 | 5,546 |
Significant Unobservable Inputs (Level 3) [Member] | Convertible Notes [Member] | ||
Total Derivative Liability | $ 1,203 | 469 |
Significant Unobservable Inputs (Level 3) [Member] | Related Party Convertible Notes [Member] | ||
Total Derivative Liability | $ 549 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,018 |
Fair Values of Derivatives, Convertible Notes Change in fair value | (678) |
Fair Values of Derivatives, Convertible Notes Additions | 863 |
Fair Values of Derivatives, Convertible Notes Redemptions | |
Fair Values of Derivatives, Convertible Notes at end | 1,203 |
Fair Values of Warrants (assumed from subsidiary) at beginning | 4,528 |
Fair Values of Warrants (assumed from subsidiary) Change in fair value | (4,504) |
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 | 24 |
Profits interest at beginning | |
Profits interest Change in fair value | 198 |
Profits interest Additions | 1,773 |
Profits interest Redemptions | |
Profits interest at end | 1,971 |
Embedded Put Option, at beginning | |
Embedded Put Option, Change in fair value | (137) |
Embedded Put Option, Additions | 589 |
Embedded Put Option, Redemptions | (76) |
Embedded Put Option, at end | $ 376 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Exercise Price | $ 0.75 | $ 0.75 |
Stock price - subsidiary | $ 0.02 | $ 0.22 |
Discount applied | 0.00% | 50.00% |
Fair value of stock price | $ 0 | $ 0.09 |
Number of subsidiary warrants outstanding | 48,904,037 | 48,904,037 |
Risk Free Interest Rate [Member] | ||
Fair value of warrant liability, measurement input, percentage | 1.62 | 2.49 |
Contractual Term (Years) [Member] | ||
Fair value assumption, warrant Contractual term (years) | 3 years 29 days | 4 years 29 days |
Expected Dividend Yield [Member] | ||
Fair value of warrant liability, measurement input, percentage | 0 | 0 |
Expected Volatility [Member] | ||
Fair value of warrant liability, measurement input, percentage | 83.7 | 86.5 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Fair value of Liability Using Monte Carlo Simulation Model (Details) - Monte Carlo Method [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock price | $ 6.75 | |
Fixed conversion price | $ 0.25 | |
Risk free rate | 1.60% | |
Expected dividend yield | 8.00% | |
Minimum [Member] | ||
Stock price | $ 8.91 | |
Contractual term (years) | 1 year 2 months 12 days | |
Expected volatility | 89.20% | |
Maximum [Member] | ||
Stock price | $ 9.03 | |
Contractual term (years) | 1 year 6 months | |
Expected volatility | 90.40% |
Convertible Notes Payable and_3
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 20, 2019 | Dec. 12, 2019 | Jul. 30, 2019 | Nov. 26, 2018 | Nov. 06, 2018 | Dec. 28, 2016 | Dec. 06, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2015 | |||
Stated Interest Rate | 5.00% | ||||||||||||
Principal | $ 375,000 | $ 889,000 | |||||||||||
Unamortized Discount | (456,000) | ||||||||||||
Variable Share Settlement Feature at Fair Value | 1,018,000 | ||||||||||||
Carrying amount | $ 1,451,000 | ||||||||||||
Chairman [Member] | |||||||||||||
Issuance Date | [1] | Oct. 12, 2015 | |||||||||||
Stated Interest Rate | [1] | 22.00% | |||||||||||
Maturity date | [1] | Aug. 1, 2017 | |||||||||||
Principal | [1] | $ 265,000 | |||||||||||
Unamortized Discount | [1] | ||||||||||||
Variable Share Settlement Feature at Fair Value | [1] | 549,000 | |||||||||||
Carrying amount | [1] | $ 814,000 | |||||||||||
Shareholder [Member] | |||||||||||||
Issuance Date | [2] | Dec. 28, 2016 | |||||||||||
Stated Interest Rate | 3.00% | 3.00% | [2] | ||||||||||
Maturity date | Mar. 24, 2017 | Mar. 24, 2017 | [2] | ||||||||||
Principal | [2] | $ 50,000 | |||||||||||
Unamortized Discount | [2] | ||||||||||||
Variable Share Settlement Feature at Fair Value | [2] | ||||||||||||
Carrying amount | [2] | 50,000 | |||||||||||
Convertible Notes [Member] | |||||||||||||
Principal | 865,000 | 574,000 | |||||||||||
Unamortized Discount | (710,000) | (456,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | 1,203,000 | 469,000 | |||||||||||
Carrying amount | $ 1,358,000 | 587,000 | |||||||||||
Convertible Notes - Related Parties [Member] | |||||||||||||
Principal | 315,000 | ||||||||||||
Unamortized Discount | |||||||||||||
Variable Share Settlement Feature at Fair Value | 549,000 | ||||||||||||
Carrying amount | $ 864,000 | ||||||||||||
Adar Alef, LLC [Member] | |||||||||||||
Issuance Date | [3] | Nov. 28, 2018 | |||||||||||
Stated Interest Rate | 12.00% | 10.00% | [3] | ||||||||||
Maturity date | Jul. 30, 2020 | Nov. 28, 2019 | [3] | ||||||||||
Principal | [3] | $ 275,000 | |||||||||||
Unamortized Discount | [3] | (159,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [3] | 379,000 | |||||||||||
Carrying amount | [3] | $ 495,000 | |||||||||||
JSJ Investments [Member][Member] | |||||||||||||
Issuance Date | [4] | Jun. 12, 2019 | |||||||||||
Stated Interest Rate | 10.00% | 10.00% | [4] | ||||||||||
Maturity date | Dec. 6, 2020 | Jun. 12, 2020 | [4] | ||||||||||
Principal | [4] | $ 255,000 | |||||||||||
Unamortized Discount | [4] | (238,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [4] | 422,000 | |||||||||||
Carrying amount | [4] | $ 439,000 | |||||||||||
Eagle Equities [Member] | |||||||||||||
Issuance Date | [5] | Dec. 12, 2019 | |||||||||||
Stated Interest Rate | 12.00% | 12.00% | [5] | ||||||||||
Maturity date | Dec. 12, 2020 | Dec. 12, 2020 | [5] | ||||||||||
Principal | [5] | $ 210,000 | |||||||||||
Unamortized Discount | [5] | (199,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [5] | 285,000 | |||||||||||
Carrying amount | [5] | $ 296,000 | |||||||||||
BHP Capital [Member] | |||||||||||||
Issuance Date | [6] | Dec. 20, 2019 | |||||||||||
Stated Interest Rate | 10.00% | 10.00% | [6] | ||||||||||
Maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [6] | ||||||||||
Principal | [6] | $ 125,000 | |||||||||||
Unamortized Discount | [6] | (114,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [6] | 117,000 | |||||||||||
Carrying amount | [6] | $ 128,000 | |||||||||||
Power Up Lending Group [Member] | |||||||||||||
Issuance Date | [7],[8] | Aug. 24, 2018 | |||||||||||
Stated Interest Rate | 8.00% | 8.00% | [7],[8] | ||||||||||
Maturity date | Nov. 26, 2019 | Aug. 24, 2019 | [7],[8] | ||||||||||
Principal | [7],[8] | $ 203,000 | |||||||||||
Unamortized Discount | [7],[8] | (131,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [7],[8] | 152,000 | |||||||||||
Carrying amount | [7],[8] | $ 224,000 | |||||||||||
Birchwood Capital, LLC [Member] | |||||||||||||
Issuance Date | [9] | Nov. 6, 2018 | |||||||||||
Stated Interest Rate | 10.00% | 10.00% | [9] | ||||||||||
Maturity date | May 6, 2019 | May 6, 2019 | [9] | ||||||||||
Principal | [9] | $ 50,000 | |||||||||||
Unamortized Discount | [9] | (35,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [9] | ||||||||||||
Carrying amount | [9] | $ 15,000 | |||||||||||
Power Up Lending Group [Member] | |||||||||||||
Issuance Date | [10] | Nov. 26, 2018 | |||||||||||
Stated Interest Rate | [10] | 8.00% | |||||||||||
Maturity date | [10] | Nov. 26, 2019 | |||||||||||
Principal | [10] | $ 128,000 | |||||||||||
Unamortized Discount | [10] | (115,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [10] | 96,000 | |||||||||||
Carrying amount | [10] | $ 109,000 | |||||||||||
Adar Bays, LLC - Alef [Member] | |||||||||||||
Issuance Date | [3] | Nov. 28, 2018 | |||||||||||
Stated Interest Rate | [3] | 10.00% | |||||||||||
Maturity date | [3] | Nov. 28, 2019 | |||||||||||
Principal | [3] | $ 193,000 | |||||||||||
Unamortized Discount | [3] | (175,000) | |||||||||||
Variable Share Settlement Feature at Fair Value | [3] | 221,000 | |||||||||||
Carrying amount | [3] | $ 239,000 | |||||||||||
[1] | In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. On May 22, 2019, the Company issued a non-convertible promissory note to replace the convertible promissory notes (See Note 8). | ||||||||||||
[2] | On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. | ||||||||||||
[3] | 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 November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% 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. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | ||||||||||||
[4] | 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. | ||||||||||||
[5] | 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. | ||||||||||||
[6] | 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. | ||||||||||||
[7] | On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. | ||||||||||||
[8] | The (#) references the notes described below | ||||||||||||
[9] | On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 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 $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company's common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. | ||||||||||||
[10] | On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% 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 average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. On April 25, 2019, the Company settled the note, repaying the principal balance of $128,000 and $39,000 for interest and penalties. |
Convertible Notes Payable and_4
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) (Parenthetical) | Dec. 20, 2019USD ($)Integer$ / sharesshares | Dec. 12, 2019USD ($)Integer | Oct. 11, 2019USD ($)$ / sharesshares | Jul. 30, 2019USD ($)Integer | May 20, 2019USD ($) | Apr. 25, 2019USD ($) | Feb. 20, 2019USD ($) | Nov. 28, 2018USD ($)Integer | Nov. 26, 2018USD ($)Integer | Nov. 06, 2018USD ($)$ / shares | Dec. 28, 2016USD ($)$ / sharesshares | Dec. 06, 2016USD ($)Integer | Jul. 31, 2016 | Jul. 31, 2015USD ($)Integer | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Oct. 31, 2015 | ||
Repayments of convertible debt | $ 541,000 | $ 1,803,000 | ||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||
Accrued interest | 85,000 | 45,000 | ||||||||||||||||||
Proceeds from convertible debt | $ 847,000 | $ 1,780,000 | ||||||||||||||||||
Shareholder [Member] | ||||||||||||||||||||
Debt maturity date | Mar. 24, 2017 | Mar. 24, 2017 | [1] | |||||||||||||||||
Interest rate | 3.00% | 3.00% | [1] | |||||||||||||||||
Conversion price per share | $ / shares | $ 4,000 | |||||||||||||||||||
Conversion of shares | shares | 250,000 | |||||||||||||||||||
Convertible promissory note principal amount | $ 50,000 | |||||||||||||||||||
Increased Term of Notes [Member] | ||||||||||||||||||||
Interest rate | 22.00% | |||||||||||||||||||
Mr. Bafer [Member] | ||||||||||||||||||||
Debt maturity date | Aug. 1, 2017 | Oct. 1, 2015 | ||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 50.00% | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||
Proceeds from convertible debt | $ 530,000 | |||||||||||||||||||
Accrued interest related party | 13,000 | |||||||||||||||||||
Convertible promissory note principal amount | $ 543,000 | |||||||||||||||||||
Power Up Lending Group [Member] | ||||||||||||||||||||
Repayments of convertible debt | $ 202,500 | |||||||||||||||||||
Repayments of interest and penalties | $ 66,369 | |||||||||||||||||||
Convertible promissory notes issued | $ 128,000 | |||||||||||||||||||
Debt maturity date | Nov. 26, 2019 | Aug. 24, 2019 | [2],[3] | |||||||||||||||||
Interest rate | 8.00% | 8.00% | [2],[3] | |||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 61.00% | |||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||
Repayments of principal balance interest | $ 128,000 | |||||||||||||||||||
Repayments of principal balance for penalties | $ 39,000 | |||||||||||||||||||
Birchwood Capital, LLC [Member] | ||||||||||||||||||||
Convertible promissory notes issued | $ 50,000 | |||||||||||||||||||
Debt maturity date | May 6, 2019 | May 6, 2019 | [4] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | [4] | |||||||||||||||||
Conversion price per share | $ / shares | $ 3 | $ 3 | ||||||||||||||||||
Beneficial conversion feature discount | $ 50,000 | |||||||||||||||||||
Accrued interest | $ 4,500 | $ 1,000 | $ 4,500 | |||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||
Conversion of shares | shares | 16,666 | |||||||||||||||||||
Adar Alef, LLC [Member] | ||||||||||||||||||||
Convertible promissory notes issued | $ 275,000 | |||||||||||||||||||
Debt maturity date | Jul. 30, 2020 | Nov. 28, 2019 | [5] | |||||||||||||||||
Interest rate | 12.00% | 10.00% | [5] | |||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||
Adar Bays - Alef, LLC [Member] | ||||||||||||||||||||
Convertible promissory notes issued | $ 192,500 | |||||||||||||||||||
Debt maturity date | Nov. 28, 2019 | |||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||
Repayments of principal balance interest | $ 192,500 | |||||||||||||||||||
Repayments of principal balance for penalties | $ 47,500 | |||||||||||||||||||
JSJ Investments [Member][Member] | ||||||||||||||||||||
Debt maturity date | Dec. 6, 2020 | Jun. 12, 2020 | [6] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | [6] | |||||||||||||||||
Principal amount | $ 255,000 | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||||||||
Debt instrument conversion of shares percentage | 0.47 | |||||||||||||||||||
Eagle Equities [Member] | ||||||||||||||||||||
Debt maturity date | Dec. 12, 2020 | Dec. 12, 2020 | [7] | |||||||||||||||||
Interest rate | 12.00% | 12.00% | [7] | |||||||||||||||||
Principal amount | $ 210,000 | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | |||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||||||
BHP Capital [Member] | ||||||||||||||||||||
Debt maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [8] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | [8] | |||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||
Trading days | Integer | 15 | |||||||||||||||||||
Proceeds from convertible debt | $ 122,500 | |||||||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | |||||||||||||||||||
Restricted stock issued shares | shares | 5,000 | |||||||||||||||||||
Restricted stock issued value | $ 47,000 | |||||||||||||||||||
Payment of price per share | $ / shares | $ 8 | |||||||||||||||||||
[1] | On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. | |||||||||||||||||||
[2] | On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. | |||||||||||||||||||
[3] | The (#) references the notes described below | |||||||||||||||||||
[4] | On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 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 $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company's common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. | |||||||||||||||||||
[5] | 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 November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% 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. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | |||||||||||||||||||
[6] | 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. | |||||||||||||||||||
[7] | 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. | |||||||||||||||||||
[8] | 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 $8.00 per share. |
Convertible Notes Payable and_5
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value - Note Conversion Feature | $ 376 | |
Monte Carlo Method [Member] | ||
Stock Price | $ 6.75 | |
Fair Value - Note Conversion Feature | $ 1,203 | $ 1,018 |
Monte Carlo Method [Member] | Minimum [Member] | ||
Stock Price | $ 8.91 | |
Monte Carlo Method [Member] | Maximum [Member] | ||
Stock Price | $ 9.03 | |
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 2.61% | |
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 1.52% | |
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 1.60% | |
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | ||
Fair value assumptions, measurement input, term | 8 months 23 days | |
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 6 months 29 days | |
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 1 year | |
Monte Carlo Method [Member] | Expected Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% |
Monte Carlo Method [Member] | Expected Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 92.80% | |
Monte Carlo Method [Member] | Expected Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 90.00% | |
Monte Carlo Method [Member] | Expected Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 95.30% |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - Series D Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 19, 2019 | Sep. 06, 2019 | Jul. 15, 2019 | Dec. 31, 2019 |
Temporary equity, number of shares to be issued | 253,000 | 203,000 | 253,000 | |
Temporary equity, value of shares to be issued | $ 253,000 | $ 203,000 | $ 253,000 | $ 709 |
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). | |||
Trading price, price limit to be classified as temporary equity | $ 0.35 | |||
Preferred stock, increased par value | $ 1.29 | |||
Bifurcated redemption feature recognized | $ 589,000 | |||
Accrued dividend | $ 14,000 |
Temporary Equity - Schedule of
Temporary Equity - Schedule of Temporary Equity (Details) - USD ($) $ in Thousands | Dec. 19, 2019 | Sep. 06, 2019 | Jul. 15, 2019 | Dec. 31, 2019 |
Total temporary equity, beginning balance | ||||
Total temporary equity, ending balance | $ 462 | |||
Total temporary equity, shares, ending balance | 461,839 | |||
Series D Preferred Stock [Member] | ||||
Total temporary equity, beginning balance | ||||
Total temporary equity, shares, beginning balance | ||||
Issuance of Series D convertible preferred stock for cash | $ 253,000 | $ 203,000 | $ 253,000 | $ 709 |
Issuance of Series D convertible preferred stock for cash, shares | 709,000 | |||
Offering cost related to issuance of Series D convertible preferred stock | $ (9) | |||
Offering cost related to issuance of Series D convertible preferred stock, shares | ||||
Deemed dividends related to immediate accretion of offering cost | $ 9 | |||
Deemed dividends related to immediate accretion of offering cost, shares | ||||
Accrued Series D Preferred Stock dividends | $ 6 | |||
Accrued Series D Preferred Stock dividends, shares | 5,839 | |||
Bifurcated redemption feature of Series D convertible preferred stock | $ (589) | |||
Bifurcated redemption feature of Series D convertible preferred stock, shares | ||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ 589 | |||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | ||||
Redemption of Series D preferred stock | $ (253) | |||
Redemption of Series D preferred stock, shares | (253,000) | |||
Total temporary equity, ending balance | $ 462 | |||
Total temporary equity, shares, ending balance | 461,839 |
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 | Dec. 19, 2019USD ($)$ / sharesshares |
Series D preferred stock issued | shares | 253,000 |
Per share value | $ / shares | $ 1 |
Preferred stock redemption | $ 253 |
Accrued dividends | 9 |
Preferred stock redemption gross | $ 262 |
Redemption percentage | 1.29% |
Total | $ 337 |
Stockholders' Equity_ (Defici_3
Stockholders' Equity/ (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Feb. 28, 2019 | Feb. 02, 2018 | Mar. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 09, 2019 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||
Conversion of shares converted | 15,000,000 | |||||||
Warrant exercise price | $ 0.75 | $ 0.75 | ||||||
Proceeds from issuance of common stock | $ 3,589 | $ 3,130 | ||||||
Common stock issued for lease settlement | 130 | |||||||
Number of shares issued for acquisition | 211,500 | |||||||
Number of shares issued during period, new issues | 2,526 | 3,185 | ||||||
Shares issued during period for services, value | $ 302 | 3,752 | ||||||
Number of shares issued for conversion | ||||||||
Issuance of common stock for purchase of asset | 658 | |||||||
2014 Equity Incentive Stock Plan [Member] | ||||||||
Options granted | 166,667 | |||||||
Term of granted options | 10 years | |||||||
Fair value of stock options granted | $ 470 | |||||||
Cancellation of Consulting Agreement [Member] | ||||||||
Shares issued during period for services, value | $ 13 | |||||||
Shares issued during period for services, shares | 2,000 | |||||||
Sale of stock price per share | $ 6.59 | |||||||
Namegames, LLC [Member] | ||||||||
Issuance of common stock for purchase of asset | $ 658 | |||||||
Issuance of common stock for purchase of asset, shares | 23,360 | |||||||
Facebank AG and Nexway Acquisition [Member] | ||||||||
Shares issued price per share | $ 3.30 | |||||||
Number of shares issued for acquisition | $ 8,200 | |||||||
Number of shares issued for acquisitions, shares | 2,500,000 | |||||||
Lease Settlement [Member] | ||||||||
Shares issued price per share | $ 6.90 | |||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||
Common stock issued for lease settlement | $ 100 | |||||||
Investors [Member] | ||||||||
Warrants issued to purchase stock | 200,000 | |||||||
Warrant exercise price | $ 11.31 | |||||||
Private Placement [Member] | ||||||||
Proceeds from private placement | $ 1,100 | |||||||
Number of common shares issued | 93,910 | |||||||
Shares issued price per share | $ 11.28 | |||||||
Private Placement [Member] | Several Other Investors [Member] | ||||||||
Proceeds from private placement | $ 2,500 | |||||||
Number of common shares issued | 1,028,497 | |||||||
Common Stock [Member] | ||||||||
Conversion of shares converted | 15,000,000 | |||||||
Number of common shares issued | 1,028,497 | 623,578 | ||||||
Proceeds from issuance of common stock | $ 3,200 | |||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||
Common stock issued for lease settlement | ||||||||
Number of shares issued for acquisition | ||||||||
Number of shares issued for acquisitions, shares | ||||||||
Number of shares issued during period, new issues | ||||||||
Shares issued during period for services, value | ||||||||
Shares issued during period for services, shares | 35,009 | 407,943 | ||||||
Number of shares issued for conversion | ||||||||
Number of shares issued for conversion, shares | 66,667 | |||||||
Issuance of common stock for purchase of asset | ||||||||
Issuance of common stock for purchase of asset, shares | 23,360 | |||||||
Common Stock [Member] | Share Issuance for Services [Member] | ||||||||
Shares issued price per share | $ 6.72 | |||||||
Shares issued during period for services, value | $ 100 | |||||||
Shares issued during period for services, shares | 15,009 | |||||||
Common Stock [Member] | Share Issuance for Services [Member] | Consulting Agreement [Member] | ||||||||
Shares issued price per share | $ 10 | |||||||
Shares issued during period for services, value | $ 200 | |||||||
Shares issued during period for services, shares | 20,000 | |||||||
Common Stock [Member] | To Satisfy Investment Obligation [Member] | Investment Agreement [Member] | ||||||||
Number of common shares issued | 175,000 | |||||||
Shares issued price per share | $ 10.96 | |||||||
Proceeds from issuance of common stock | $ 1,000 | |||||||
Number of shares issued during period, new issues | $ 1,900 | |||||||
Loss on investment | $ 900 | |||||||
Common Stock [Member] | Conversion of Note Payable [Member] | ||||||||
Shares issued price per share | $ 3 | |||||||
Number of shares issued for conversion | $ 50 | $ 18 | ||||||
Number of shares issued for conversion, shares | 16,666 | 4,334 | ||||||
Common Stock [Member] | Cashless Issuance of Warrants [Member] | ||||||||
Number of common shares issued | 15,606 | |||||||
Number of shares issued for conversion, shares | 15,606 | |||||||
Loss on exercise of warrants | $ 94 | $ 94 | ||||||
Number of shares canceled during period, shares | 10,492 | |||||||
Number of warrants, outstanding | $ 3,008 | |||||||
Common Stock [Member] | Cashless Issuance of Warrants, Intended to Issue [Member] | ||||||||
Number of common shares issued | 5,114 | |||||||
Common Stock [Member] | Exchange of Series A Preferred Stock [Member] | ||||||||
Number of common shares issued | 3,633,333 | |||||||
Common Stock [Member] | Contractual Conversion of Stock [Member] | ||||||||
Number of common shares issued | 66,667 | |||||||
Common Stock [Member] | Contractual Conversion of Stock [Member] | ||||||||
Number of common shares issued | 94,966 | |||||||
Common Stock [Member] | Pulse Evolution Corporation [Member] | ||||||||
Number of shares issued during period, new issues | $ 2,503,333 | |||||||
Common stock issued in exchange for subsidiary shares | 40,991,276 | |||||||
Reduction of noncontrolling interest | $ 4,000 | |||||||
Common Stock [Member] | Auctus Fund [Member] | Securities Purchase Agreements [Member] | ||||||||
Number of common shares issued | 6,667 | |||||||
Number of shares issued during period, new issues | $ 118 | |||||||
Common Stock [Member] | Non-Employee Service Providers [Member] | Stock Issuances for Employee Services [Member] | ||||||||
Shares issued during period for services, value | $ 3,300 | |||||||
Shares issued during period for services, shares | 407,943 | |||||||
Common Stock [Member] | Alex Bafer [Member] | ||||||||
Options granted | 16,667 | |||||||
Term of granted options | 10 years | |||||||
Stock option, exercise price | $ 28.20 | |||||||
Fair value of stock options granted | $ 470 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock voting rights | Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. | |||||||
Series A Preferred Stock [Member] | Common Stock [Member] | Exchange of Series A Preferred Stock [Member] | ||||||||
Number of common shares issued | 5,000,000 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock voting rights | Series B Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series B Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series B Convertible Preferred share is convertible into 2 shares of common stock. Series B Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. | |||||||
Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Contractual Conversion of Stock [Member] | ||||||||
Number of shares issued for conversion, shares | 1,000,000 | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock voting rights | Series C Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series C Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series C Convertible Preferred share is convertible into 2 shares of common stock. Series C Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. | |||||||
Series C Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||
Number of shares issued for conversion, shares | 1,424,491 | |||||||
Series X Convertible Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 0 | 1,000,000 | ||||||
Preferred stock, shares outstanding | 0 | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock voting rights | Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a "as-converted basis" and also each Series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a "as-converted basis" | |||||||
Conversion of shares converted | 1,000,000 | 15 | ||||||
Number of shares issued for acquisitions, shares | 15,000,000 | |||||||
Series X Convertible Preferred Stock [Member] | Stockholders [Member] | ||||||||
Number of shares issued for acquisitions, shares | 1,000,000 |
Stockholders' Equity_ (Defici_4
Stockholders' Equity/ (Deficit) - Summary of Fair Value of Options Granted (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Exercise price | $ 28.20 | |
Expected stock price volatility | 222.00% | |
Risk-free rate of interest | 2.78% | |
Term (years) | 0 years | 10 years |
Stockholders' Equity_ (Defici_5
Stockholders' Equity/ (Deficit) - Summary of Options Under Employee Stock Option Plan (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Outstanding, Beginning Balance | 16,667 | |
Number of Shares Outstanding, Granted | 16,667 | |
Number of Shares Outstanding, Ending Balance | 16,667 | 16,667 |
Number of Shares, Options Vested and Exercisable, Ending Balance | 16,667 | |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | |
Weighted Average Exercise Price, Granted | 28.20 | |
Weighted Average Exercise Price, Ending Balance | 28.20 | $ 28.20 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 28.20 | |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Ending Balance | ||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | ||
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 9 years 1 month 6 days | 0 years |
Weighted Average Remaining Contractual Life (in Years), Granted | 9 years 1 month 6 days | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 1 month 6 days | 9 years 1 month 6 days |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 8 years 1 month 6 days |
Stockholders' Equity_ (Defici_6
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Number of Warrants Outstanding, Beginning Balance | 7 | [1] | 3,015 | |
Number of Warrants Outstanding, Issued | 200,000 | |||
Number of Warrants Outstanding, Exercised | (3,008) | |||
Number of Warrants Outstanding, Ending Balance | 200,007 | 7 | [1] | |
Number of Warrants Exercisable, Ending Balance | 200,007 | |||
Weighted Average Exercise Price, Beginning Balance | $ 24,000 | [1] | $ 15 | |
Weighted Average Exercise Price, Issued | 11.31 | |||
Weighted Average Exercise Price, Exercised | 15 | |||
Weighted Average Exercise Price, Ending Balance | 12.15 | $ 24,000 | [1] | |
Weighted Average Exercise Price, Ending Balance | $ 12.15 | |||
Total Intrinsic Value, Beginning Balance | [1] | |||
Total Intrinsic Value, Issued | ||||
Total Intrinsic Value, Ending Balance | [1] | |||
Total Intrinsic Value, Warrants exercisable Ending Balance | ||||
Weighted Average Remaining Contractual Life (in years), Beginning Balance | 2 years 10 months 25 days | 4 years 8 months 12 days | ||
Weighted Average Remaining Contractual Life (in years), Issued | 2 months 12 days | |||
Weighted Average Remaining Contractual Life (in years), Ending Balance | 2 months 12 days | 2 years 10 months 25 days | [1] | |
Weighted Average Remaining Contractual Life (in years), Ending Balance | 2 months 12 days | |||
[1] | The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Stockholders' Equity_ (Defici_7
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) (Parenthetical) - $ / shares | 1 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants, exercise price | $ 0.75 | $ 0.75 | |
Warrants [Member] | |||
Warrants, exercise price | $ 0.80 | ||
Warrants exercise price, description | In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Feb. 14, 2019 | Dec. 31, 2019 | Sep. 16, 2019 | Dec. 31, 2018 |
Operating lease liabilities | $ 3,520,000 | |||
Right of use assets | $ 3,519,000 | |||
Nexway AG [Member] | ||||
Operating lease liabilities | $ 3,600,000 | |||
Right of use assets | $ 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 | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 259 |
Variable lease cost | 56 |
Operating lease expense | 315 |
Short-term lease rent expense | |
Total rent expense | $ 315 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 281 |
Right-of-use assets exchanged for operating lease liabilities | $ 3,719 |
Weighted-average remaining lease term - operating leases (in years) | 7 years 9 months 18 days |
Weighted-average discount rate - operating leases | 8.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Year Ended December 31, 2020 | $ 862 |
Year Ended December 31, 2021 | 769 |
Year Ended December 31, 2022 | 465 |
Year Ended December 31, 2023 | 465 |
Thereafter | 2,326 |
Total | 4,887 |
Less present value discount | (1,367) |
Operating lease liabilities | $ 3,520 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Integer$ / sharesshares | Dec. 31, 2018USD ($) | |
Common stock issued for lease settlement | $ 130 | |
Closed Litigation [Member] | ||
Number of legal matters | Integer | 2 | |
Loss contingency, accrued | $ 524 | $ 524 |
Lease Settlement [Member] | ||
Common stock issued for lease settlement, shares | shares | 18,935 | |
Common stock issued for lease settlement | $ 100 | |
Shares issued price per share | $ / shares | $ 6.90 |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax description | Greater than 50% |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 1,042 | |
Accrued compensation | 205 | |
Depreciation and amortization | 13 | |
Other | 5 | |
Total deferred tax assets | 1,265 | |
Less: Valuation allowance | (1,265) | |
Net Deferred Tax Assets: | ||
Intangible assets | (30,879) | (35,000) |
Net Deferred Tax Liability | $ (30,879) | $ (35,000) |
Income Tax Provision - Schedu_2
Income Tax Provision - Schedule of Income Taxes Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal: Current | ||
U.S. federal: Deferred | (4,302) | (1,725) |
State and local: Current | ||
State and local: Deferred | (970) | (389) |
Valuation allowance | ||
Income tax benefit | $ 5,272 | $ 2,114 |
Income Tax Provision - Schedu_3
Income Tax Provision - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 4.74% | 4.74% |
Non-controlling interest | (0.82%) | (4.20%) |
Common stock issued for services | (0.82%) | (6.35%) |
Change in fair value of derivative liability and gain on extinguishment of convertible notes | 11.16% | 4.39% |
Amortization of debt discount | (0.13%) | (2.60%) |
Loss on investments | (1.81%) | |
Other | 0.00% | (1.26%) |
Change in valuation allowance | (37.15%) | (29.62%) |
Income Taxes Provision (Benefit) | (13.83%) | (13.90%) |
Employment Agreements (Details
Employment Agreements (Details Narrative) - USD ($) | Nov. 12, 2018 | Aug. 08, 2018 |
Mr. Textor [Member] | Textor Employment Agreement [Member] | ||
Annual base salary | $ 500,000 | |
Minimum bonus | 100,000 | |
Mr. Bafer [Member] | Bafer Employment Agreement [Member] | ||
Annual base salary | 500,000 | |
Minimum bonus | $ 100,000 | |
Number of stock options vested | 500,000 | |
Stock option expiration | Expiring in 2029 | |
Anand Gupta [Member] | Anand Gupta Employment Agreement [Member] | ||
Annual base salary | $ 400,000 | |
Gross monthly salary | 12,500 | |
Monthly salary net of taxes and costs | 10,000 | |
Raising fresh capital | $ 10,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 28, 2020USD ($) | May 21, 2020shares | May 11, 2020USD ($)$ / sharesshares | Apr. 01, 2020$ / sharesshares | Mar. 20, 2020$ / sharesshares | Mar. 19, 2020USD ($)$ / sharesshares | Mar. 11, 2020USD ($) | Feb. 20, 2020USD ($)$ / sharesshares | Feb. 17, 2020EUR (€)shares | Jan. 25, 2020USD ($)shares | May 29, 2020shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jan. 09, 2019$ / shares | Oct. 31, 2015 |
Debt instrument face value | $ | $ 375,000 | $ 889,000 | |||||||||||||
Debt interest rate | 5.00% | ||||||||||||||
Number of shares issued during period, new issues | $ | $ 2,526,000 | $ 3,185,000 | |||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, voting rights | Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares issued during period, new issues | $ | |||||||||||||||
Number of shares issued during period, new issues, shares | 1,028,497 | 623,578 | |||||||||||||
Shares issued during period for merger | |||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||
Subsequent Event [Member] | Series S Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||||||||
Subsequent Event [Member] | Series X Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||
Subsequent Event [Member] | Series AA Convertible Preferred Stock [Member] | |||||||||||||||
Number of shares issued during period, new issues, shares | 17,315,836 | 16,270,570 | |||||||||||||
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. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events | ||||||||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||||||||
Sale of common stock, shares | 3,227,280 | ||||||||||||||
Warrants to purchase common stock | 3,227,280 | ||||||||||||||
Percentage for outstanding shares | 53.57% | 50.34% | |||||||||||||
Subsequent Event [Member] | Officer [Member] | |||||||||||||||
Number of shares issued during period, new issues | $ | $ 2,700,000 | ||||||||||||||
Number of shares issued during period, new issues, shares | 300,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 9 | ||||||||||||||
Subsequent Event [Member] | Advisors [Member] | |||||||||||||||
Number of shares issued during period, new issues, shares | 1,309,789 | ||||||||||||||
Subsequent Event [Member] | Advisors [Member] | Private Placement [Member] | |||||||||||||||
Number of shares issued during period, new issues, shares | 2,385,428 | ||||||||||||||
Subsequent Event [Member] | FBNK Finance SarL [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||
Debt maturity date | Feb. 15, 2023 | ||||||||||||||
Debt interest rate | 4.50% | ||||||||||||||
Subsequent Event [Member] | FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||
Debt instrument face value | € | € 50,000,000 | ||||||||||||||
Debt instrument nominal value | € | € 10,000 | ||||||||||||||
Subsequent Event [Member] | Digital Likeness Development Agreement [Member] | |||||||||||||||
Agreement term description | The Amended Agreement term is from October 22, 2019 through October 22, 2024, unless extended by the parties. | ||||||||||||||
Fair value of share based awards | $ | $ 1,000,000 | ||||||||||||||
Number of options granted to purchase common stock | 280,000 | ||||||||||||||
Stock options term | 5 years | ||||||||||||||
Stock option expiration date | Oct. 21, 2024 | ||||||||||||||
Subsequent Event [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Aggregate number of options to acquire | 8,051,098 | ||||||||||||||
Options exercisable, weighted average price | $ / shares | $ 1.32 | ||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. | ||||||||||||||
Subsequent Event [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||||||||||||||
Shares issued during period for merger | 33,324,362 | ||||||||||||||
Subsequent Event [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||
Shares issued during period for merger | 72,699,821 | ||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||
Number of options granted to purchase common stock | 12,116,646 | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Fubo Tv [Member] | |||||||||||||||
Aggregate number of options to acquire | 8,051,098 | ||||||||||||||
Options exercisable, weighted average price | $ / shares | $ 1.32 | ||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Shares issued during period for merger | 32,324,362 | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||
Shares issued during period for merger | 64,648,726 | ||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Board of Directors [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||
Number of options granted to purchase common stock | 12,116,646 | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | FuboTV Inc. [Member] | |||||||||||||||
Merger agreement, description | Pursuant to the Merger Agreement the parties agreed that at the Effective Time the Board of Directors of FaceBank would be expanded to seven (7) members comprised of (i) John Textor, (ii) David Gandler, (iii) three (3) members to be selected by FaceBank and (iv) two (2) members to be selected by fuboTV. Pursuant to the Merger Agreement, the parties also agreed that immediately following the Effective Time, the Chief Executive Officer of FaceBank would be David Gandler, and the executive chairman of the Board of Directors of FaceBank would be John Textor. Pursuant to the Merger Agreement, the parties also agreed that, as promptly as reasonably practicable following the closing date of the Merger, FaceBank will create an incentive option pool in an aggregate amount equal to ten percent (10%) of the Fully Diluted FaceBank Shares (as defined in the Merger Agreement) that are outstanding as of the date of the creation of such pool. | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | FuboTV Inc. [Member] | Junior Secured Term Loan [Member] | |||||||||||||||
Debt instrument face value | $ | $ 10,000,000 | ||||||||||||||
Debt maturity date | May 1, 2020 | ||||||||||||||
Debt interest rate | 11.00% | ||||||||||||||
Debt instrument maturity date description | The maturity date for the Signing Date Loan was May 1, 2020; provided, that if the Merger was consummated on or prior to May 1, 2020, the maturity date would be automatically extended to June 27, 2020 | ||||||||||||||
Subsequent Event [Member] | Termination of Prior Designations Amendment [Member] | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 100,000,000 | ||||||||||||||
Line of credit interest rate | 10.00% | ||||||||||||||
Line of credit maturity date | Mar. 11, 2022 | ||||||||||||||
Line of credit permit indebtedness | $ | $ 50,000,000 | ||||||||||||||
Proceeds from loans | $ | 250,000 | ||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche I Loans [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche II Loans [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche III Loans [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche IV Loans [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | 70,000,000 | ||||||||||||||
Line of credit | $ | $ 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||
Debt instrument face value | $ | $ 10,050,000 | ||||||||||||||
Debt maturity date | Jul. 17, 2020 | ||||||||||||||
Debt interest rate | 15.00% | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||
Proceeds from notes payable | $ | $ 7,500,000 | ||||||||||||||
Sale of common stock, shares | 784,617 | ||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Investors [Member] | |||||||||||||||
Sale of common stock, shares | 1,058,435 | ||||||||||||||
Warrants to purchase common stock | 1,058,435 | ||||||||||||||
Sale of stock price per shares | $ / shares | $ 7 | ||||||||||||||
Sale of common stock, value | $ | $ 7,409,045 | ||||||||||||||
Subsequent Event [Member] | Senior Note Prepayment and Second Amendment to Note Purchase Agreement [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Debt instrument maturity date description | The date by which the Company must file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020. | ||||||||||||||
Sale of common stock, value | $ | $ 7,409,045 | ||||||||||||||
Repayment of debt | $ | $ 7,500,000 | ||||||||||||||
Subsequent Event [Member] | Subsidiary Share Exchange Agreement [Member] | Advisors [Member] | |||||||||||||||
Number of shares issued during period, new issues, shares | 518,582 |