Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Liberated Syndication Inc. | |
Entity Central Index Key | 0001667489 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 000-55779 | |
Entity Common Stock, Shares Outstanding | 29,309,474 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 19,432,706 | $ 16,621,272 |
Accounts receivable, net | 429,545 | 549,044 |
Prepaid expenses | 1,102,982 | 614,417 |
Total current assets | 20,965,233 | 17,784,733 |
Property and equipment, net | 1,252,895 | 1,536,930 |
Goodwill | 16,388,171 | 16,388,171 |
Definite life - intangible assets | 5,353,714 | 5,929,371 |
Prepaid expense | 414,302 | 363,091 |
Operating lease right-of-use assets | 533,598 | 751,731 |
Deferred tax assets | 2,052,691 | 1,847,979 |
Total assets | 46,960,604 | 44,602,006 |
CURRENT LIABILITIES: | ||
Accounts payable | 701,262 | 760,163 |
Accrued expenses | 589,743 | 1,087,271 |
Income tax payable | 4,184,359 | 2,047,917 |
Deferred revenue | 2,680,666 | 2,511,682 |
Current portion of capital lease obligation | 0 | 831 |
Current portion of loans payable, net | 2,646,594 | 2,643,824 |
Current portion of operating lease liabilities | 386,349 | 408,828 |
Total current liabilities | 11,188,973 | 9,460,516 |
LONG TERM LIABILITIES: | ||
Loans payable, net of current portion | 1,313,876 | 2,104,611 |
Deferred revenue, net of current portion | 681,663 | 601,234 |
Operating lease liabilities, net of current portion | 147,249 | 342,903 |
Line of credit | 2,000,000 | 2,000,000 |
Total long-term liabilities | 4,142,788 | 5,048,748 |
Total liabilities | 15,331,761 | 14,509,264 |
COMMITMENTS & CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common stock | 29,310 | 29,272 |
Additional paid-in capital | 35,383,759 | 35,243,171 |
Accumulated deficit | (3,784,226) | (5,179,701) |
Total stockholders' equity | 31,628,843 | 30,092,742 |
Total liabilities and stockholders' equity | $ 46,960,604 | $ 44,602,006 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 14,000 | $ 14,000 |
Common stock authorized | 200,000,000 | 200,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock issued | 29,309,474 | 29,721,974 |
Common stock outstanding | 29,309,474 | 29,721,974 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,349,742 | $ 5,700,635 | $ 12,602,493 | $ 11,983,614 |
Costs and operating expenses | ||||
Cost of revenue (excluding depreciation and amortization) | 622,301 | 860,848 | 1,429,537 | 1,700,488 |
General and administrative | 1,687,822 | 1,905,567 | 3,637,863 | 3,734,106 |
Technology | 577,782 | 457,151 | 1,158,852 | 911,789 |
Selling | 299,010 | 214,542 | 529,822 | 409,336 |
Customer support | 725,948 | 648,565 | 1,477,115 | 1,308,433 |
Depreciation and amortization | 510,326 | 745,093 | 1,024,330 | 1,487,190 |
Total costs and operating expenses | 4,423,189 | 4,831,766 | 9,257,519 | 9,551,342 |
Operating income | 1,926,553 | 868,869 | 3,344,974 | 2,432,272 |
Other income (expense) | ||||
Interest expense | (34,162) | (82,880) | (96,504) | (169,722) |
Interest income | 8,951 | 59,738 | 67,385 | 111,689 |
Other income (expense) | 1,215 | 2,252 | 11,349 | 1,373 |
Total other income (expense) | (23,996) | (20,890) | (17,770) | (56,660) |
Income before income taxes | 1,902,557 | 847,979 | 3,327,204 | 2,375,612 |
Income tax expense | 1,627,193 | 183,932 | 1,931,729 | 510,942 |
Net income | $ 275,364 | $ 664,047 | $ 1,395,475 | $ 1,864,670 |
Basic and diluted income per common share | $ 0.01 | $ 0.02 | $ 0.05 | $ 0.06 |
Basic and diluted weighted average common shares outstanding | 29,290,724 | 29,336,260 | 29,281,349 | 29,528,051 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, shares at Dec. 31, 2018 | 29,721,974 | |||
Balance, amount at Dec. 31, 2018 | $ 29,722 | $ 35,010,552 | $ (8,013,542) | $ 27,026,732 |
Recapture of prior period non-cash compensation charges in the current period | (830,500) | (830,500) | ||
Non-cash compensation awards | 677,087 | 677,087 | ||
Net income | 1,200,623 | 1,200,623 | ||
Balance, shares at Mar. 31, 2019 | 29,721,974 | |||
Balance, amount at Mar. 31, 2019 | $ 29,722 | 34,857,139 | (6,812,919) | 28,073,942 |
Balance, shares at Dec. 31, 2018 | 29,721,974 | |||
Balance, amount at Dec. 31, 2018 | $ 29,722 | 35,010,552 | (8,013,542) | 27,026,732 |
Net income | 1,864,670 | |||
Balance, shares at Jun. 30, 2019 | 29,271,974 | |||
Balance, amount at Jun. 30, 2019 | $ 29,272 | 34,857,590 | (6,148,872) | 28,737,990 |
Balance, shares at Mar. 31, 2019 | 29,721,974 | |||
Balance, amount at Mar. 31, 2019 | $ 29,722 | 34,857,139 | (6,812,919) | 28,073,942 |
Stock forfeiture, shares | (45,000) | |||
Stock forfeiture, amount | $ (450) | 450 | 0 | |
Net income | 664,047 | 664,047 | ||
Balance, shares at Jun. 30, 2019 | 29,271,974 | |||
Balance, amount at Jun. 30, 2019 | $ 29,272 | 34,857,590 | (6,148,872) | 28,737,990 |
Balance, shares at Dec. 31, 2019 | 29,721,974 | |||
Balance, amount at Dec. 31, 2019 | $ 29,722 | 35,243,171 | (5,179,701) | 30,092,742 |
Common stock issued for services, shares | 18,750 | |||
Common stock issued for services, amount | $ 19 | 70,294 | 70,313 | |
Net income | 1,120,111 | 1,120,111 | ||
Balance, shares at Mar. 31, 2020 | 29,290,724 | |||
Balance, amount at Mar. 31, 2020 | $ 29,291 | 35,313,465 | (4,059,590) | 31,283,166 |
Balance, shares at Dec. 31, 2019 | 29,721,974 | |||
Balance, amount at Dec. 31, 2019 | $ 29,722 | 35,243,171 | (5,179,701) | 30,092,742 |
Net income | 1,395,475 | |||
Balance, shares at Jun. 30, 2020 | 29,309,474 | |||
Balance, amount at Jun. 30, 2020 | $ 29,310 | 35,383,759 | (3,784,226) | 31,628,843 |
Balance, shares at Mar. 31, 2020 | 29,290,724 | |||
Balance, amount at Mar. 31, 2020 | $ 29,291 | 35,313,465 | (4,059,590) | 31,283,166 |
Common stock issued for services, shares | 18,750 | |||
Common stock issued for services, amount | $ 19 | 70,294 | 70,313 | |
Net income | 275,364 | 275,364 | ||
Balance, shares at Jun. 30, 2020 | 29,309,474 | |||
Balance, amount at Jun. 30, 2020 | $ 29,310 | $ 35,383,759 | $ (3,784,226) | $ 31,628,843 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net income | $ 1,395,475 | $ 1,864,670 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 1,024,330 | 1,487,190 |
Deferred income taxes | (204,712) | (203,688) |
Non-cash compensation expense, net of recapture | 140,626 | (153,413) |
Amortization of right-of-use asset | 218,133 | 255,240 |
Discount on loan fees | 12,036 | 14,567 |
Change in assets and liabilities: | ||
Accounts receivable | 119,499 | 2,825 |
Prepaid expenses | (539,776) | (259,029) |
Accounts payable | (58,901) | (21,590) |
Income taxes payable | 2,136,442 | 714,630 |
Accrued expense | (497,528) | 579,403 |
Operating lease liabilities | (218,133) | (255,240) |
Deferred revenue | 249,412 | 240,558 |
Net cash provided by operating activities | 3,776,903 | 4,266,123 |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (164,638) | (304,597) |
Net cash used in investing activities | (164,638) | (304,597) |
Cash Flows from Financing Activities: | ||
Repayment on term loan | (800,000) | (800,000) |
Repayment on capital lease | (831) | (36,012) |
Net cash used in financing activities | (800,831) | (836,012) |
Net increase in cash | 2,811,434 | 3,125,514 |
Cash at beginning of period | 16,621,272 | 11,079,941 |
Cash at end of period | 19,432,706 | 14,205,455 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid during the periods for: interest | 84,683 | 153,612 |
Cash paid during the periods for: income taxes | 0 | 0 |
Supplemental Disclosures of Cash Flow Investing and Financing Activities | ||
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 0 | $ 1,397,821 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization On December 27, 2017, the Company purchased all the issued and outstanding shares of Pair Networks Inc. (“Pair”), a Pennsylvania corporation, and subsidiaries Ryousha Kokusai, LLC (“Ryousha”) and 660837NB, Inc. (“NB”), in a transaction accounted for as a purchase. Pair provides web hosting services and domain name registrations. Services include shared web hosting, e-commerce, fully managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks. Pair began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. Pair’s principal operations are conducted on-site in Pittsburgh, PA. Pair also has an operating site in Denver, CO, and a remote site back-up location in Pittsburgh, PA. Ryousha (dba Pair International), a wholly owned single-member limited liability company subsidiary of Pair, was formed on January 1, 2015. Value added taxes (“VAT”) related to sales occurring in European Union countries, which are subject to VAT, are paid through Ryousha. There are no operating activities conducted by Ryousha. NB, a Canadian company, was organized on December 2, 2011. NB is used solely for holding the Canadian tradenames and domain names of Pair. There are no operating activities conducted by NB. Basis of Presentation Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2020. These financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). Accounting Estimates Our more significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated reserve for refunds; ● the estimated useful lives of intangible and depreciable assets; ● the grant date fair value of equity-based awards; and ● the recognition, measurement, and valuation of current and deferred income taxes. We periodically evaluate these estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results may differ from our estimates. Cash and Cash Equivalents Depreciation Accounts Receivable Definite-life intangible assets Technology Costs Goodwill Advertising Costs Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value of the equity-based awards during the second quarter of 2020 were determined based on market prices on the grant date. The fair value of the Company’s equity-based awards recorded in the Company’s financial statements during the first quarter of 2019 was determined using a Monte Carlo simulation valuation methodology based upon a Geometric Brownian Motion stock path, a Level 3 measurement. Volatility was based on historical volatility of the Company’s common stock over commensurate periods. The expected life was based on the contractual term of the award, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity similar to the awards’ expected life. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, deferred revenue and accrued expenses approximates their recorded values due to their short-term maturities. Revenue Recognition Certain products are generally sold with a right of return within our policy, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Refunds are estimated at contract inception using the expected value method based on historical refund experience and updated each reporting period as additional information becomes available and only to the extent it is probable a significant reversal of any incremental revenue will not occur. Refunds reduce deferred revenue at the time they are granted and result in a reduced amount of revenue recognized over the contract term of the applicable service compared to the amount originally expected. Our revenue is categorized and disaggregated as follows: Domains Hosting Services Podcast Hosting Media Subscription Services Advertising Equity-Based Compensation - Leases Earnings Per Share Income Taxes Recently Enacted Accounting Standards - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | The following is a summary of property and equipment at: Life June 30, 2020 December 31, 2019 Furniture, fixtures, and equipment 3-10 yrs $ 8,262,929 $ 8,262,929 Leasehold improvements 3-5 yrs 2,646,399 2,646,399 Software 3 yrs 679,618 514,981 11,588,946 11,424,309 Less: Accumulated depreciation (10,336,051 ) (9,887,379 ) Property and equipment, net $ 1,252,895 $ 1,536,930 Depreciation expense for the six months ended June 30, 2020 and 2019 was $448,673 and $558,533, respectively. Depreciation expense for the three months ended June 30, 2020 and 2019 was $222,497 and $280,764, respectively. |
GOODWILL AND OTHER DEFINITE-LIF
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS | Goodwill June 30, December 31, 2020 2019 Pair $ 4,903,920 $ 4,903,920 Libsyn 11,484,251 11,484,251 Goodwill at end of period $ 16,388,171 $ 16,388,171 Other definite-life intangible assets As of June 30, 2020, identifiable intangible assets consisted of the following: Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ 1,409,643 $ 2,537,357 Intellectual Property 3,709,000 7 1,324,643 2,384,357 Trade Name 576,000 10 144,000 432,000 Total $ 8,232,000 $ 2,878,286 $ 5,353,714 As of December 31, 2019, identifiable intangible assets consisted of the following: Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ 1,127,714 $ 2,819,286 Intellectual Property 3,709,000 7 1,059,714 2,649,285 Trade Name 576,000 10 115,200 460,800 Non-compete 1,412,000 2 1,412,000 - Total $ 9,644,000 $ 3,714,628 $ 5,929,371 Amortization expense for the six months ended June 30, 2020 and 2019 was $575,657 and $928,657, respectively. Amortization expense for the three months ended June 30, 2020 and 2019 was $287,829 and $464,328, respectively. The estimated future amortization expenses related to other intangible assets as of June 30, 2020 are as follows: For twelve months ending June 30, 2021 $ 1,151,314 2022 1,151,314 2023 1,151,314 2024 1,151,315 2025 748,457 Total $ 5,353,714 |
LOANS
LOANS | 6 Months Ended |
Jun. 30, 2020 | |
Loans Payable [Abstract] | |
LOANS | On December 27, 2017, the Company entered into a loan agreement (the “Loan Agreement”) among the Company, Libsyn, and Pair, together, and First Commonwealth Bank, a Pennsylvania bank and trust company (the “Bank”). The Loan Agreement provides for: (i) a revolving credit facility pursuant to which the Company may borrow an aggregate principal amount not to exceed $2,000,000 (the “Revolving Credit Facility”); and (ii) a term loan in a principal amount equal to $8,000,000 (the “Term Loan” and, together with the Revolving Credit Facility, the “Facility”). A portion of the Revolving Credit Facility, up to $500,000, may be used for standby letters of credit for the account of the Company. As of June 30, 2020, $2,000,000 was drawn down on the revolving line and there was no additional availability under the Revolving Credit Facility. The Term Loan currently accrues interest at LIBOR (London Interbank Offered Rate) plus 125 basis points or prime plus 75 basis points at the election of the Company. As of June 30, 2020, the Company had elected LIBOR plus 125 basis points or 1.43363%. The Term Loan is repayable in quarterly installments of $400,000 commencing on March 30, 2018 and on the last day of each June, September, December and March thereafter, through and including September 30, 2022. Accrued interest is payable in arrears not less frequently than quarterly. The remaining unpaid principal balance of the Term Loan, together with accrued interest thereon, is due and payable in full on December 27, 2022. The Term Loan also calls for additional payment equal to the following: (1)100% of the proceeds from the sale of any shares of common stock, (2) 100% of the proceeds from the sale of assets not immediately replaced, and (3) excess liquidity in any given year up to $1,066,667 a year and no more than $3,200,000 over the life of the term loan. Excess liquidity is obtained when the audited financial statements reflect a cash balance greater than $4,600,000. Based upon the 2019 audited financial statements, the company demonstrated excess liquidity per the Loan Agreement. As such, the Company has included the expected $1,066,667 payment to the Bank as a current liability as of June 30, 2020. As of June 30, 2020, the balance on the Term Loan was $4,000,000. The Company, Libsyn and Pair have granted the Bank a blanket security interest in their respective assets, and the Company has pledged the stock of Libsyn and Pair to the Bank, as security for all obligations under the Loan Agreement. Borrowings under the Facility are at variable rates which are, at the Company’s option, tied to LIBOR plus an applicable rate or a prime rate. Interest rates are subject to change based on the Company’s combined cash balances. The Facility contains covenants that may have the effect of limiting the ability of the Company to, among other things, merge with or acquire other entities, enter into a transaction resulting in a change in control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, engage in new lines of business or sell a substantial part of its assets. The Facility also requires the Company to maintain certain consolidated fixed charge coverage ratios and minimum liquidity balances. The Facility also contains customary events of default, including (but not limited to) default in the payment of principal or, following an applicable grace period, interest, breaches of the Company’s covenants or warranties under the Facility, payment default or acceleration of certain indebtedness of the Company or any subsidiary, certain events of bankruptcy, insolvency or liquidation involving the Company or its subsidiaries, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans. On December 27, 2017, the Company drew $10,000,000 under the Facility to finance a portion of the cash consideration for the purchase of Pair. Debt issuance costs of $113,000 for the Facility were recorded as a discount and will be amortized over the life of the Facility. As of June 30, 2020, the discount was $39,530. Future maturities of the loans at June 30, 2020 are as follows: Twelve months ending June 30, 2021 $ 2,666,667 2022 1,200,000 2023 133,333 Total $ 4,000,000 |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | Common Stock In prior periods, the Company issued stock-based awards to employees that contained a vesting performance condition related to the occurrence of an uplisting of the Company’s common stock to the Nasdaq stock exchange. Such awards were initially expensed in the period issued as the Company deemed it probable the performance condition would be met. During the first quarter of 2019, approximately $830,500 of previously recognized expense related to these awards was recaptured in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”) as a credit to general and administrative expense as it became less than probable that such performance conditions would occur within the time specified in the stock award agreements. Per the October 4, 2019 settlement agreement with Camac Fund, LP, and its affiliates Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian, (collectively, “Camac”), 300,000 of these shares were to be returned to the Company. As of June 30, 2020, this had not been completed. On March 15, 2019 (“Modification Date”), the Company modified certain stock awards previously issued which contained a market condition. The prior agreement required the Company’s adjusted market capitalization to exceed $75 million on five consecutive days by April 23, 2019, whereas the modified award increases the adjusted market capitalization threshold to $80 million on five consecutive days within 18 months of the Modification Date. In accordance with ASC 718, the Company recorded the incremental fair value of the modified award over the fair value of the original award, as compensation expense totaling $677,088. On April 13, 2019, 450,000 shares of common stock were forfeited as certain milestones were not achieved. On December 27, 2019, the Company modified certain stock awards previously issued which contained a market condition. The prior agreement required the Company to obtain an average closing price of $5.00 per share (adjusted for stock splits) for any 10 consecutive trading days, in which case certain employees would retain 25% of the stock. The modification requires the Company to obtain an average closing price of $5.50 per share (adjusted for stock splits for any 10 consecutive trading days, in which case the award recipients will retain 100% of their stock. In accordance with ASC 718, the Company recorded the incremental fair value of the newly modified award over the fair value of the original award, as compensation expense totaling $385,582. On February 18, 2020, of the Compensation Committee of the Board of Directors of the Company approved (i) the extension and modification of stock agreements entered into with Laurie Sims (350,000 restricted shares of common stock), Rob Walch (100,000 restricted shares of common stock), Todd Kammerer (25,000 restricted shares of common stock) and Greg Buretz (25,000 restricted shares of common stock) so that the original vesting conditions regarding the third and fourth tranches of such awards were extended to December 28, 2020, and all unvested restricted shares shall be forfeited upon certain events of termination and vest immediately in the event of certain changes in control of the Company, (ii) the amendment of stock agreements entered into with Douglas Polinsky and Dennis Yevstifeyev each with respect to 200,000 shares of common stock, such that all such shares shall vest immediately in the event of certain changes in control of the Company, and (iii) the award of 25,000 restricted shares of common stock to each of Eric Shahinian, Bradley Tirpak and Brian Kibby as members of the Board of Directors, which shares shall vest in four equal quarterly tranches at the end of each quarter of 2020 and all such shares shall vest immediately in the event of certain changes in control of the Company. On February 28, 2020, the Board of Directors approved the termination of John Busshaus, the Company’s former Chief Financial Officer. The Company anticipates that the 1,212,500 shares of unvested shares held by Mr. Busshaus will be forfeited and cancelled. See Note 10 for additional information. |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Revenue [Abstract] | |
DEFERRED REVENUE | Deferred revenue consists of the following: June 30, 2020 December 31, 2019 Current: Hosting services $ 1,713,649 $ 1,664,811 Domains 760,352 688,717 Media subscription 206,665 158,154 $ 2,680,666 $ 2,511,682 Noncurrent: Hosting services 36,240 29,309 Domains 645,423 571,925 681,663 601,234 Total Deferred Revenue $ 3,362,329 $ 3,112,916 Deferred revenue as of June 30, 2020 is expected to be recognized as revenue as follows: Remainder of 2020 2021 2022 2023 2024 Thereafter Total Domains $ 478,808 $ 432,806 $ 222,689 $ 157,754 $ 85,901 $ 27,818 $ 1,405,776 Hosting 1,377,957 362,896 9,035 - - - 1,749,888 Media Subscription 206,665 - - - - - 206,665 $ 2,603,430 $ 795,702 $ 231,724 $ 157,754 $ 85,901 $ 27,818 $ 3,362,329 Disaggregated revenue consisted of the following: Three Months Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 Hosting services $ 2,117,231 $ 1,890,719 $ 4,326,339 $ 4,618,635 Podcast hosting 3,679,206 3,326,710 7,243,830 6,464,527 Advertising 93,875 158,244 219,731 331,884 Domains 286,433 244,306 566,861 485,838 Other 172,997 80,656 245,732 82,730 $ 6,349,742 $ 5,700,635 $ 12,602,493 $ 11,983,614 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Our provision for income taxes for the six-month periods ended June 30, 2020 and 2019 was a tax expense of approximately $1,931,729 and $510,942, respectively, which resulted in an effective tax rate of 58% and 22%, respectively. Our provision for income taxes for the three-month periods ended June 30, 2020 and 2019 was a tax expense of approximately $1,627,193 and $183,932, respectively, which resulted in an effective tax rate of 86% and 22%, respectively. We account for uncertain tax positions pursuant to the recognition and measurement criteria under ASC 740. It is reasonably possible that $1.2 million of uncertain tax positions will be recognized within the next 12 months due to our inability to respond to IRS requests related to an ongoing IRS examination. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | We lease two office spaces, a Denver data center, and three Xerox machines. These leases are all classified as operating leases. There is one finance lease for Emerson batteries which is immaterial to our condensed consolidated financial statements, which was paid off during the quarter ended March 31, 2020. Operating lease assets and obligations are reflected within Operating lease right-of-use assets, Current portion of operating lease liabilities, and Operating lease liabilities, respectively, on the Condensed Consolidated Balance Sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. We have options to renew lease terms for the office spaces and other assets. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The weighted average remaining lease term for our operating leases as of June 30, 2020 was 1.42 years. The discount rate implicit within our leases is generally not determinable and therefore the Company determines the discount rate based on its incremental borrowing rate for purposes of classifying the lease and measuring the right-of-use asset and lease liability. The incremental borrowing rate for our leases is determined based on lease term in a similar economic environment, adjusted for impacts of collateral. The weighted average discount rate used to measure our operating lease liabilities as of June 30, 2020 was 4.42%. For the six months ended June 30, 2020, cash paid for amounts in the measurement of lease liabilities was $232,687. Total operating lease costs during the same period were $232,833. Maturity of lease liabilities: Twelve months ending June, Operating Leases 2021 402,178 2022 147,163 2023 2,150 Total lease payments 551,491 Less amount of lease payment representing interest (17,893 ) Total present value of lease payments 553,598 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding during the period. As of June 30, 2020, there were no common stock equivalents outstanding. The following data shows the amounts used in computing earnings per share and the weighted average number of shares of common stock outstanding for the periods presented: For the Three Months Ended For the Six Months Ended June 30 June 30 2020 2019 2020 2019 Income from operations available to common stockholders (numerator) $ 275,364 $ 664,047 $ 1,395,475 $ 1,864,670 Income available to common stockholders (numerator) $ 275,364 $ 664,047 $ 1,395,475 $ 1,864,670 Weighted average number of common shares outstanding during the period used in earnings per share (denominator) 29,290,724 29,336,260 29,281,349 29,528,051 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Although the Company does not expect to be liable for any obligations not expressly assumed by the Company from the distribution by FAB Universal Corp. (“FAB”) to its stockholders of the Company’s common stock (the “Spin-Off”), it is possible that the Company could be required to assume responsibility for certain obligations retained by FAB, the former parent company of the Company, should FAB fail to pay or perform its retained obligations. FAB may have obligations that at the present time are unknown or unforeseen. As the nature of such obligations are unknown, we are unable to provide an estimate of the potential obligation. However, should FAB incur such obligations, the Company may be financially obligated to pay any losses incurred. On October 2, 2019, the Company formally accepted the resignation of John Busshaus, the former Chief Financial Officer of the Company. The Company received a letter from Mr. Busshaus, providing notice of his intent to resign for “Good Reason” as defined in Section 8(c) of the Employment Agreement pursuant to which he claimed to be entitled to the “Effect of Termination” under the Employment Agreement in Section 9(c). The Company contends that there was not “Good Reason” for his resignation and therefore he is not entitled to the “Effect of Termination” under Section 9(c) of the Employment Agreement. On April 24, 2020 Mr. Busshaus filed a complaint against the Company with the American Arbitration Association (AAA) asserting claims arising from his employment relationship with the Company, including, inter alia, claims for wages, compensation and benefits, and claims of unlawful discharge and wrongful termination. Mr. Busshaus claims that he resigned for “Good Reason” as defined in Section 8(c) of his Employment Agreement pursuant to which he claims to be entitled to the “Effect of Termination” under Section 9(c) of the Employment Agreement. The Company denies Mr. Busshaus’ claims in their entirety and intends to vigorously defend its position. As of June 30, 2020, there has been no further update to the complaint filed against the Company. The Company has entered into employment agreements with its executive officers and management that provide for bonus payments to be paid at the end of such agreements, and bonus payments to be paid upon an executive’s termination without cause or for good reason, or following a change of control by the Company. As of June 30, 2020, the bonus accrual totaled $542,234. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company is engaged in providing hosting services. The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company has determined that it has two operating segments as of June 30, 2020 which are podcast hosting services (Libsyn) and internet hosting services (Pair). The following table presents summary information by segment for the six months ended June 30, 2020 and 2019, respectively: 2020 2019 (in thousands) Libsyn Pair Total Libsyn Pair Total Revenue $ 7,750 $ 4,852 $ 12,602 $ 6,925 $ 5,059 $ 11,984 Cost of revenue 960 470 1,430 1,153 547 1,700 Total assets $ 29,353 $ 17,607 $ 46,960 $ 25,064 $ 18,542 $ 43,606 Depreciation and amortization $ 42 $ 982 $ 1,024 $ 38 $ 1,449 $ 1,487 The following table presents summary information by segment for the three months ended June 30, 2020 and 2019, respectively: 2020 2019 (in thousands) Libsyn Pair Total Libsyn Pair Total Revenue $ 3,971 $ 2,379 $ 6,350 $ 3,590 $ 2,110 $ 5,700 Cost of revenue 456 166 622 586 275 861 Depreciation and amortization $ 21 $ 489 $ 510 $ 20 $ 725 $ 745 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On August 3, 2020, the Company announced the appointment of Richard P. Heyse as the Company’s Chief Financial Officer, effective as of August 1, 2020. Gabriel Mosey resigned as Interim Chief Financial Officer, a position he has held since October 2019, effective as of Mr. Heyse’s appointment. Mr. Mosey will remain with the Company as Corporate Controller. On August 5, 2020, Libsyn announced that Christopher J. Spencer informed the Company’s Board of Directors (the “Board”) on July 31, 2020 that he is stepping down from his position as Chief Executive Officer and as a director of the Company, effective immediately. Mr. Spencer will continue to work for the Company as a senior advisor. Under Separation and Transition Services Agreement and General Release, Mr. Spencer will sell 1,353,795 shares of the Company’s common stock, which consists of 1,125,000 vested performance shares and 228,795 previously owned shares, to the Company for a purchase price equal to $3.00 per share of Common Stock, totaling an aggregate payment by the Company of $4,061,385. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization On December 27, 2017, the Company purchased all the issued and outstanding shares of Pair Networks Inc. (“Pair”), a Pennsylvania corporation, and subsidiaries Ryousha Kokusai, LLC (“Ryousha”) and 660837NB, Inc. (“NB”), in a transaction accounted for as a purchase. Pair provides web hosting services and domain name registrations. Services include shared web hosting, e-commerce, fully managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks. Pair began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. Pair’s principal operations are conducted on-site in Pittsburgh, PA. Pair also has an operating site in Denver, CO, and a remote site back-up location in Pittsburgh, PA. Ryousha (dba Pair International), a wholly owned single-member limited liability company subsidiary of Pair, was formed on January 1, 2015. Value added taxes (“VAT”) related to sales occurring in European Union countries, which are subject to VAT, are paid through Ryousha. There are no operating activities conducted by Ryousha. NB, a Canadian company, was organized on December 2, 2011. NB is used solely for holding the Canadian tradenames and domain names of Pair. There are no operating activities conducted by NB. |
Basis of Presentation | Basis of Presentation Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2020. These financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). |
Accounting Estimates | Accounting Estimates Our more significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated reserve for refunds; ● the estimated useful lives of intangible and depreciable assets; ● the grant date fair value of equity-based awards; and ● the recognition, measurement, and valuation of current and deferred income taxes. We periodically evaluate these estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results may differ from our estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Depreciation | Depreciation |
Accounts Receivable | Accounts Receivable |
Definite-life Intangible Assets | Definite-life intangible assets |
Technology Costs | Technology Costs |
Goodwill | Goodwill |
Advertising Costs | Advertising Costs |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value of the equity-based awards during the second quarter of 2020 were determined based on market prices on the grant date. The fair value of the Company’s equity-based awards recorded in the Company’s financial statements during the first quarter of 2019 was determined using a Monte Carlo simulation valuation methodology based upon a Geometric Brownian Motion stock path, a Level 3 measurement. Volatility was based on historical volatility of the Company’s common stock over commensurate periods. The expected life was based on the contractual term of the award, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity similar to the awards’ expected life. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, deferred revenue and accrued expenses approximates their recorded values due to their short-term maturities. |
Revenue Recognition | Revenue Recognition Certain products are generally sold with a right of return within our policy, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Refunds are estimated at contract inception using the expected value method based on historical refund experience and updated each reporting period as additional information becomes available and only to the extent it is probable a significant reversal of any incremental revenue will not occur. Refunds reduce deferred revenue at the time they are granted and result in a reduced amount of revenue recognized over the contract term of the applicable service compared to the amount originally expected. Our revenue is categorized and disaggregated as follows: Domains Hosting Services Podcast Hosting Media Subscription Services Advertising |
Equity-Based Compensation | Equity-Based Compensation - |
Leases | Leases |
Earnings Per Share | Earnings Per Share |
Income Taxes | Income Taxes |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Life June 30, 2020 December 31, 2019 Furniture, fixtures, and equipment 3-10 yrs $ 8,262,929 $ 8,262,929 Leasehold improvements 3-5 yrs 2,646,399 2,646,399 Software 3 yrs 679,618 514,981 11,588,946 11,424,309 Less: Accumulated depreciation (10,336,051 ) (9,887,379 ) Property and equipment, net $ 1,252,895 $ 1,536,930 |
GOODWILL AND OTHER DEFINITE-L_2
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill | June 30, December 31, 2020 2019 Pair $ 4,903,920 $ 4,903,920 Libsyn 11,484,251 11,484,251 Goodwill at end of period $ 16,388,171 $ 16,388,171 |
Summary of other intangible assets | As of June 30, 2020, identifiable intangible assets consisted of the following: Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ 1,409,643 $ 2,537,357 Intellectual Property 3,709,000 7 1,324,643 2,384,357 Trade Name 576,000 10 144,000 432,000 Total $ 8,232,000 $ 2,878,286 $ 5,353,714 As of December 31, 2019, identifiable intangible assets consisted of the following: Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ 1,127,714 $ 2,819,286 Intellectual Property 3,709,000 7 1,059,714 2,649,285 Trade Name 576,000 10 115,200 460,800 Non-compete 1,412,000 2 1,412,000 - Total $ 9,644,000 $ 3,714,628 $ 5,929,371 |
Schedule of estimated future amortization expenses related to other intangible assets | For twelve months ending June 30, 2021 $ 1,151,314 2022 1,151,314 2023 1,151,314 2024 1,151,315 2025 748,457 Total $ 5,353,714 |
LOANS (Tables)
LOANS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loans Payable [Abstract] | |
Future maturities of the loans | Twelve months ending June 30, 2021 $ 2,666,667 2022 1,200,000 2023 133,333 Total $ 4,000,000 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Revenue [Abstract] | |
Schedule of deferred revenue | June 30, 2020 December 31, 2019 Current: Hosting services $ 1,713,649 $ 1,664,811 Domains 760,352 688,717 Media subscription 206,665 158,154 $ 2,680,666 $ 2,511,682 Noncurrent: Hosting services 36,240 29,309 Domains 645,423 571,925 681,663 601,234 Total Deferred Revenue $ 3,362,329 $ 3,112,916 |
Deferred revenue expected to be recognized | Remainder of 2020 2021 2022 2023 2024 Thereafter Total Domains $ 478,808 $ 432,806 $ 222,689 $ 157,754 $ 85,901 $ 27,818 $ 1,405,776 Hosting 1,377,957 362,896 9,035 - - - 1,749,888 Media Subscription 206,665 - - - - - 206,665 $ 2,603,430 $ 795,702 $ 231,724 $ 157,754 $ 85,901 $ 27,818 $ 3,362,329 |
Disaggregated revenue | Three Months Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 Hosting services $ 2,117,231 $ 1,890,719 $ 4,326,339 $ 4,618,635 Podcast hosting 3,679,206 3,326,710 7,243,830 6,464,527 Advertising 93,875 158,244 219,731 331,884 Domains 286,433 244,306 566,861 485,838 Other 172,997 80,656 245,732 82,730 $ 6,349,742 $ 5,700,635 $ 12,602,493 $ 11,983,614 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Maturity of lease liabilities | Twelve months ending June, Operating Leases 2021 402,178 2022 147,163 2023 2,150 Total lease payments 551,491 Less amount of lease payment representing interest (17,893 ) Total present value of lease payments 553,598 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | For the Three Months Ended For the Six Months Ended June 30 June 30 2020 2019 2020 2019 Income from operations available to common stockholders (numerator) $ 275,364 $ 664,047 $ 1,395,475 $ 1,864,670 Income available to common stockholders (numerator) $ 275,364 $ 664,047 $ 1,395,475 $ 1,864,670 Weighted average number of common shares outstanding during the period used in earnings per share (denominator) 29,290,724 29,336,260 29,281,349 29,528,051 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment reporting | The following table presents summary information by segment for the six months ended June 30, 2020 and 2019, respectively: 2020 2019 (in thousands) Libsyn Pair Total Libsyn Pair Total Revenue $ 7,750 $ 4,852 $ 12,602 $ 6,925 $ 5,059 $ 11,984 Cost of revenue 960 470 1,430 1,153 547 1,700 Total assets $ 29,353 $ 17,607 $ 46,960 $ 25,064 $ 18,542 $ 43,606 Depreciation and amortization $ 42 $ 982 $ 1,024 $ 38 $ 1,449 $ 1,487 The following table presents summary information by segment for the three months ended June 30, 2020 and 2019, respectively: 2020 2019 (in thousands) Libsyn Pair Total Libsyn Pair Total Revenue $ 3,971 $ 2,379 $ 6,350 $ 3,590 $ 2,110 $ 5,700 Cost of revenue 456 166 622 586 275 861 Depreciation and amortization $ 21 $ 489 $ 510 $ 20 $ 725 $ 745 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Cash balances in excess of federally insured limits | $ 19,018,386 | $ 19,018,386 | |||
Allowance for doubtful accounts | 14,000 | 14,000 | $ 14,000 | ||
Adjusted allowance for bad debt | 0 | $ 0 | |||
Technology costs | 577,782 | $ 457,151 | 1,158,852 | 911,789 | |
Advertising costs | $ 62,133 | $ 21,065 | $ 101,398 | $ 42,508 |
PROPERY AND EQUIPMENT (Details)
PROPERY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property and equipment | $ 11,588,946 | $ 11,424,309 |
Less: accumulated depreciation | (10,336,051) | (9,887,379) |
Property and equipment, net | 1,252,895 | 1,536,930 |
Furniture, Fixtures and Equipment | ||
Property and equipment | $ 8,262,929 | $ 8,262,929 |
Furniture, Fixtures and Equipment | Minimum | ||
Life | 3 years | 3 years |
Furniture, Fixtures and Equipment | Maximum | ||
Life | 10 years | 10 years |
Leasehold Improvements | ||
Property and equipment | $ 2,646,399 | $ 2,646,399 |
Leasehold Improvements | Minimum | ||
Life | 3 years | 3 years |
Leasehold Improvements | Maximum | ||
Life | 5 years | 5 years |
Software | ||
Property and equipment | $ 679,618 | $ 514,981 |
Life | 3 years | 3 years |
PROPERY AND EQUIPMENT (Details
PROPERY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 222,497 | $ 280,764 | $ 448,673 | $ 558,533 |
GOODWILL AND OTHER DEFINITE-L_3
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Pair | $ 4,903,920 | $ 4,903,920 |
Libsyn | 11,484,251 | 11,484,251 |
Goodwill | $ 16,388,171 | $ 16,388,171 |
GOODWILL AND OTHER DEFINITE-L_4
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Preliminary fair value | $ 8,232,000 | |
Accumulated amortization | 2,878,286 | |
Net carrying amount | 5,353,714 | $ 5,929,371 |
Customer Relationships | ||
Preliminary fair value | $ 3,947,000 | |
Weighted average useful life | 7 years | |
Accumulated amortization | $ 1,409,643 | |
Net carrying amount | 2,537,357 | |
Intellectual Property | ||
Preliminary fair value | $ 3,709,000 | |
Weighted average useful life | 7 years | |
Accumulated amortization | $ 1,324,643 | |
Net carrying amount | 2,384,357 | |
Trade Name | ||
Preliminary fair value | $ 576,000 | |
Weighted average useful life | 10 years | |
Accumulated amortization | $ 144,000 | |
Net carrying amount | $ 432,000 |
GOODWILL AND OTHER DEFINITE-L_5
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS (Details 2) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 1,151,314 | |
2022 | 1,151,314 | |
2023 | 1,151,314 | |
2024 | 1,151,315 | |
2025 | 748,457 | |
Total | $ 5,353,714 | $ 5,929,371 |
GOODWILL AND OTHER DEFINITE-L_6
GOODWILL AND OTHER DEFINITE-LIFE INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 287,829 | $ 464,328 | $ 575,657 | $ 928,657 |
LOANS (Details)
LOANS (Details) | Jun. 30, 2020USD ($) |
Loans Payable [Abstract] | |
2021 | $ 2,666,667 |
2022 | 1,200,000 |
2023 | 133,333 |
Total | $ 4,000,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Common stock authorized | 200,000,000 | 200,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock issued | 29,309,474 | 29,721,974 |
Common stock outstanding | 29,309,474 | 29,721,974 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current revenue | $ 2,680,666 | $ 2,511,682 |
Noncurrent revenue | 681,663 | 601,234 |
Deferred revenue | 3,362,329 | 3,112,916 |
Hosting Services | ||
Current revenue | 1,713,649 | 1,664,811 |
Noncurrent revenue | 36,240 | 29,309 |
Deferred revenue | 1,749,888 | |
Domains | ||
Current revenue | 760,352 | 688,717 |
Noncurrent revenue | 645,423 | 571,925 |
Deferred revenue | 1,405,776 | |
Media Subscription | ||
Current revenue | 206,665 | $ 158,154 |
Deferred revenue | $ 206,665 |
DEFERRED REVENUE (Details 1)
DEFERRED REVENUE (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
2020 | $ 2,603,430 | |
2021 | 795,702 | |
2022 | 231,724 | |
2023 | 157,754 | |
2024 | 85,901 | |
Thereafter | 27,818 | |
Total | 3,362,329 | $ 3,112,916 |
Domains | ||
2020 | 478,808 | |
2021 | 432,806 | |
2022 | 222,689 | |
2023 | 157,754 | |
2024 | 85,901 | |
Thereafter | 27,818 | |
Total | 1,405,776 | |
Hosting Services | ||
2020 | 1,377,957 | |
2021 | 362,896 | |
2022 | 9,035 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total | 1,749,888 | |
Media Subscription | ||
2020 | 206,665 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total | $ 206,665 |
DEFERRED REVENUE (Details 2)
DEFERRED REVENUE (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 6,349,742 | $ 5,700,635 | $ 12,602,493 | $ 11,983,614 |
Hosting Services | ||||
Revenue | 2,117,231 | 1,890,719 | 4,326,339 | 4,618,635 |
Podcast Hosting | ||||
Revenue | 3,679,206 | 3,326,710 | 7,243,830 | 6,464,527 |
Advertising | ||||
Revenue | 93,875 | 158,244 | 219,731 | 331,884 |
Domains | ||||
Revenue | 286,433 | 244,306 | 566,861 | 485,838 |
Other | ||||
Revenue | $ 172,997 | $ 80,656 | $ 245,732 | $ 82,730 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 1,627,193 | $ 183,932 | $ 1,931,729 | $ 510,942 |
Effective tax rate | 86.00% | 22.00% | 58.00% | 22.00% |
LEASES (Details)
LEASES (Details) | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 402,178 |
2022 | 147,163 |
2023 | 2,150 |
Total payments | 551,491 |
Less: imputed interest | (17,893) |
Total operating lease liability | $ 553,598 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Weighted average remaining lease term | 1 year 5 months 1 day |
Weighted average discount rate | 4.42% |
Cash paid for amounts in the measurement of lease liabilities | $ 232,687 |
Operating lease costs | $ 232,833 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Income from operations available to common stockholders (numerator) | $ 275,364 | $ 1,120,111 | $ 664,047 | $ 1,200,623 | $ 1,395,475 | $ 1,864,670 |
Income available to common stockholders (numerator) | $ 275,364 | $ 1,120,111 | $ 664,047 | $ 1,200,623 | $ 1,395,475 | $ 1,864,670 |
Weighted average number of common shares outstanding during the period used in earnings per share (denominator) | 29,290,724 | 29,336,260 | 29,281,349 | 29,528,051 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Bonus accrual | $ 542,234 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 6,350 | $ 5,700 | $ 12,602 | $ 11,984 |
Cost of revenue | 622 | 861 | 1,430 | 1,700 |
Total assets | 46,960 | 43,606 | 46,960 | 43,606 |
Depreciation and amortization | 510 | 745 | 1,024 | 1,487 |
Libsyn | ||||
Revenue | 3,971 | 3,590 | 7,750 | 6,925 |
Cost of revenue | 456 | 586 | 960 | 1,153 |
Total assets | 29,353 | 25,064 | 29,353 | 25,064 |
Depreciation and amortization | 21 | 20 | 42 | 38 |
Pair | ||||
Revenue | 2,379 | 2,110 | 4,852 | 5,059 |
Cost of revenue | 166 | 275 | 470 | 547 |
Total assets | 17,607 | 18,542 | 17,607 | 18,542 |
Depreciation and amortization | $ 489 | $ 725 | $ 982 | $ 1,449 |