Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 30, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Alliance MMA, Inc. | ||
Entity Central Index Key | 1,674,227 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 9.9 | ||
Trading Symbol | AMMA | ||
Entity Common Stock, Shares Outstanding | 14,862,974 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 348,197 | $ 4,678,473 |
Accounts receivable, net | 225,787 | 8,450 |
Prepaid and other assets | 71,250 | 134,852 |
Total current assets | 645,234 | 4,821,775 |
Property and equipment, net | 259,463 | 122,312 |
Intangible assets, net | 2,887,094 | 5,780,213 |
Goodwill | 5,963,537 | 3,271,815 |
TOTAL ASSETS | 9,755,328 | 13,996,115 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 930,168 | 284,361 |
Customer deposits | 56,738 | |
Earn out liability | 310,000 | |
Note payable | 300,000 | 0 |
Total current liabilities | 1,596,906 | 284,361 |
Long-term deferred tax liabilities | 23,943 | 0 |
TOTAL LIABILITIES | 1,620,849 | 284,361 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred Stock, $.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value; 45,000,000 shares authorized; 12,662,974 and 9,022,308 shares issued and outstanding, respectively | 12,663 | 9,022 |
Additional paid-in capital | 24,646,229 | 18,248,582 |
Accumulated deficit | (16,524,413) | (4,545,850) |
TOTAL STOCKHOLDERS' EQUITY | 8,134,479 | 13,711,754 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,755,328 | $ 13,996,115 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 12,662,974 | 9,022,308 |
Common Stock, Shares, Outstanding | 12,662,974 | 9,022,308 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, net | $ 4,217,704 | $ 591,439 |
Cost of revenue | 2,691,398 | 384,424 |
Gross margin | 1,526,306 | 207,015 |
Operating expenses: | ||
General and administrative | 8,141,113 | 4,437,576 |
Impairment - intangible assets | 893,483 | 0 |
Impairment - goodwill | 2,435,298 | 0 |
Litigation settlement | 250,000 | 0 |
Professional and consulting fees | 1,080,011 | 681,135 |
Total operating expenses | 12,799,905 | 5,118,711 |
Loss from operations | (11,273,599) | (4,911,696) |
Other expense | 16,858 | 3,345 |
Loss before income tax/benefit from income taxes | (11,290,457) | (4,915,041) |
(Income tax)/benefit from income taxes | (688,106) | 755,647 |
Net loss | $ (11,978,563) | $ (4,159,394) |
Net loss per share, basic and diluted | $ (1.12) | $ (0.75) |
Weighted average shares used to compute net loss per share, basic and diluted | 10,679,898 | 5,520,801 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2015 | $ (381,167) | $ 0 | $ 5,289 | $ 0 | $ (386,456) |
Beginning Balance (in shares) at Dec. 31, 2015 | 0 | 5,289,136 | |||
Issuance of common stock related to IPO, net | 8,901,188 | $ 0 | $ 2,222 | 8,898,966 | 0 |
Issuance of common stock related to IPO, net (in shares) | 0 | 2,222,308 | |||
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets | 6,198,889 | $ 0 | $ 1,378 | 6,197,511 | 0 |
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets (in shares) | 0 | 1,377,531 | |||
Issuance of common stock related to acquisition of Iron Tiger Fight Series | 506,665 | $ 0 | $ 133 | 506,532 | 0 |
Issuance of common stock related to acquisition of Iron Tiger Fight Series (in shares) | 0 | 133,333 | |||
Stock based compensation related to employee stock option grant | 50,573 | $ 0 | $ 0 | 50,573 | 0 |
Stock based compensation related to common stock issued to non-employees by an affiliate | 2,595,000 | $ 0 | $ 0 | 2,595,000 | 0 |
Stock based compensation related to common stock issued to non-employees by an affiliate (in shares) | 0 | 0 | |||
Issuance of common stock and warrant related to acquisition of SuckerPunch | 0 | ||||
Net loss | (4,159,394) | $ 0 | $ 0 | 0 | (4,159,394) |
Ending Balance at Dec. 31, 2016 | 13,711,754 | $ 0 | $ 9,022 | 18,248,582 | (4,545,850) |
Ending Balance (in shares) at Dec. 31, 2016 | 0 | 9,022,308 | |||
Stock based compensation related to employee stock option grant | 548,597 | $ 0 | $ 0 | 548,597 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch | 1,328,847 | $ 0 | $ 307 | 1,328,540 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch (in shares) | 0 | 307,487 | |||
Issuance of common stock related to acquisition of Fight Time Promotions | 287,468 | $ 0 | $ 75 | 287,393 | 0 |
Issuance of common stock related to acquisition of Fight Time Promotions (in shares) | 0 | 74,667 | |||
Stock based compensation related to warrant issued for consulting services | 169,401 | $ 0 | $ 0 | 169,401 | 0 |
Issuance of common stock related to acquisition of National Fighting Championships | 366,227 | $ 0 | $ 273 | 365,954 | 0 |
Issuance of common stock related to acquisition of National Fighting Championships (in shares) | 0 | 273,304 | |||
Issuance of common stock related to acquisition of Fight Club OC | 810,810 | $ 0 | $ 693 | 810,117 | 0 |
Issuance of common stock related to acquisition of Fight Club OC (in shares) | 0 | 693,000 | |||
Issuance of common stock related to acquisition of Sheffield video library | $ 8,500 | $ 0 | $ 6 | 8,494 | 0 |
Issuance of common stock related to acquisition of Sheffield video library (in shares) | 5,556 | 0 | 5,556 | ||
Stock based compensation related to common stock issued for consulting services | $ 148,500 | $ 0 | $ 150 | 148,350 | 0 |
Stock based compensation related to common stock issued for consulting services (in shares) | 0 | 150,000 | |||
Issuance of common stock units and warrants related to private placement | 2,012,500 | $ 0 | $ 1,869 | 2,010,631 | 0 |
Issuance of common stock units and warrants related to private placement (in shares) | 0 | 1,868,761 | |||
Issuance of common stock related to acquisition of Victory Fighting Championship | 642,938 | $ 0 | $ 268 | 642,670 | 0 |
Issuance of common stock related to acquisition of Victory Fighting Championship (in shares) | 0 | 267,891 | |||
Stock based compensation related to option award for consulting services | 77,500 | $ 0 | $ 0 | 77,500 | 0 |
Net loss | (11,978,563) | 0 | 0 | 0 | (11,978,563) |
Ending Balance at Dec. 31, 2017 | $ 8,134,479 | $ 0 | $ 12,663 | $ 24,646,229 | $ (16,524,413) |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 12,662,974 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,978,563) | $ (4,159,394) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of fixed assets | 149,583 | 12,950 |
Impairment of intangible assets and goodwill | 3,328,781 | 0 |
Amortization of acquired intangibles | 680,535 | 384,487 |
Stock-based compensation | 943,998 | 2,645,573 |
Deferred income taxes | 680,443 | (755,647) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (185,157) | 28,251 |
Prepaid and other assets | 63,602 | (130,749) |
Deferred offering cost | 0 | 25,000 |
Accounts payable and accrued liabilities | 746,136 | (68,615) |
Net cash used in operating activities | (5,570,642) | (2,018,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Victory Fighting Championship | (180,000) | 0 |
Purchase of Fight Club OC | (48,900) | 0 |
Purchase of National Fighting Championship | (140,000) | 0 |
Purchase of Fight Time Promotions | (84,000) | 0 |
Purchase of SuckerPunch | (357,500) | 0 |
Purchase of Sheffield Video Library | (25,000) | 0 |
Purchase of Iron Tiger Fight Series | 0 | (148,284) |
Purchase of CFFC, HFC, Shogun, V3, Cagetix, GFL, Hoss and Louis Neglia assets | 0 | (1,521,236) |
Purchase of Alliance MMA brand | 0 | (70,000) |
Purchase of fixed assets | (236,734) | (111,601) |
Net cash used in investing activities | (1,072,134) | (1,851,121) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 2,012,500 | 0 |
Proceeds from note payable | 300,000 | 0 |
Proceeds from note payable - related party | 0 | 523,550 |
Repayments of note payable - related party | 0 | (877,000) |
Net proceeds from IPO | 0 | 8,901,188 |
Net cash provided by financing activities | 2,312,500 | 8,547,738 |
NET (DECREASE)/INCREASE IN CASH | (4,330,276) | 4,678,473 |
CASH - BEGINNING OF PERIOD | 4,678,473 | 0 |
CASH - END OF PERIOD | 348,197 | 4,678,473 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 34,014 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued in conjunction with acquisition of Victory Fighting Championship | 642,938 | 0 |
Stock issued in conjunction with acquisition of Fight Club OC | 810,810 | 0 |
Stock issued in conjunction with acquisition of National Fighting Championships | 366,227 | 0 |
Stock issued in conjunction with acquisition of Fight Time Promotions | 287,468 | 0 |
Stock issued in conjunction with acquisition of SuckerPunch | 1,328,847 | 0 |
Stock issued in conjunction with acquisition of Sheffield Video Library | 8,500 | 0 |
Stock issued in conjunction with Iron Tiger Fight Series | 0 | 506,665 |
Stock issued in conjunction with acquisition of CFFC, HFC, COGA, Shogun, V3, Cagetix, and GFL | $ 0 | $ 6,198,889 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Description of Business and Basis of Presentation Nature of Business Alliance MMA, Inc. (“Alliance” or the “Company”) is a sports media company combining premier regional mixed martial arts (“MMA”) promotions with event ticketing and fighter management services. Alliance was formed in Delaware in February 2015. Alliance completed the first tranche of its initial public offering on September 30, 2016, and completed the offering in October 2016. The Company continues to execute its roll-up strategy and has acquired the businesses of additional regional MMA promotions, an MMA ticketing platform, and a fighter management company to form the operations of Alliance. As of December 31, 2017, the Company operates the following businesses: Promotions ⋅ CFFC Promotions (“CFFC”); ⋅ Hoosier Fight Club (“HFC”); ⋅ COmbat GAmes MMA (“COGA”); ⋅ Shogun Fights (“Shogun”); ⋅ V3 Fights (“V3”); ⋅ Iron Tiger Fight Series (“IT Fight Series” or “ITFS”); ⋅ Fight Time Promotions (“Fight Time”); ⋅ National Fighting Championships (“NFC”); ⋅ Fight Club Orange County (“FCOC” or “Fight Club OC”); and ⋅ Victory Fighting Championship (“Victory”). Ticketing ⋅ CageTix (“CageTix”). Sports Management ⋅ Roundtable Creative, Inc. d/b/a SuckerPunch Entertainment (“SuckerPunch”). As an adjunct to the promotion business, Alliance provides video, distribution and archiving through its acquisition of Go Fight Net, Inc., doing business as Alliance Sports Media (“GFL” or “ASM”). Alliance also has acquired all rights in the existing MMA and kickboxing video libraries of Louis Neglia’s Martial Arts Karate, Inc. (“Louis Neglia”) related to the Louis Neglia’s Ring of Combat and Louis Neglia’s Kickboxing events and shows, a right of first refusal to acquire the rights to all future Louis Neglia MMA and kickboxing events, the MMA video library of Hoss Promotions, LLC related to certain CFFC events and the MMA video library of Sheffield Recordings Limited related to certain Shogun events. For accounting and reporting purposes, Alliance has been identified as the accounting acquirer of CFFC, HFC, COGA, Shogun, V3, Cagetix and GFL and each has been identified as an accounting co-predecessor to the Company. Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs of the business, planned capital expenditures, potential acquisitions, and general corporate purposes. The Company has incurred losses and experienced negative operating cash flows since the inception of operations in October 2016. Since completing the IPO in October 2016, the Company has focused primarily on building out a domestic MMA platform, expanding the existing media library of live MMA events, and developing a professional corporate infrastructure to support long-term goals. In August 2017, the Company completed a capital raise of $ 1.5 1.5 500,000 390,000 $ 2,150,000 2,150,000 , totaling 1,935,000 Management continually holds discussions with prospective sponsors and expects sponsorship revenue to increase during 2018. Additionally, management is in discussions with national and regional casinos to promote MMA events that are anticipated to produce better margins through a reduction in event costs. Many challenges are associated with successfully executing our business plan. The Company has an accumulated deficit of approximately $ 16.5 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Alliance MMA, Inc. and its wholly-owned subsidiary, Go Fight Net, Inc. and SuckerPunch Holdings, Inc. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, range of possible outcomes of acquisition earn-out accruals, the assessment of useful lives and the recoverability of property and equipment, the valuation and recognition of stock-based compensation expense, loss contingencies, and income taxes. Actual results could differ materially from those estimates. The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.1 4.2 Management applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the notes to the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount. Legal costs associated with loss contingencies are accrued based upon legal expenses due at the end of the reporting period. The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. In determining the reserve, the Company evaluates the collectability of its accounts receivable based upon a variety of factors. In cases where the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, the Company records a specific allowance against amounts due. For all other customers, the Company recognizes allowances for doubtful accounts based on its historical write-off experience in conjunction with the length of time the receivables are past due, customer creditworthiness, geographic risk and the current business environment. Actual future losses from uncollectible accounts may differ from the Company’s estimates. At December 31, 2017 and 2016, the allowance was zero. Promotion equipment 2 to 3 years Production equipment 2 to 3 years Equipment, furniture and other 2 to 3 years Leasehold improvements lesser of related lease term or 5 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. The Company capitalizes the costs of purchased software licenses and consulting costs to implement the software for internal use. These costs are included in the caption “equipment, furniture and other” in the consolidated balance sheets. Depreciation expense is included in the caption “general and administrative expense” in the consolidated statements of operations. Promotion Revenue The Company records revenue from ticket sales and sponsorships upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for event and entertainment services to be provided in the future, typically less than 12 months. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. The Company produces live MMA content from our events which is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment from credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company generates revenues from video production services, and recognizes this revenue upon completion of the video production project. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies and accrues for approved credit card transactions which have not been deposited into our bank account. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining net amount to the promoter upon completion of the event or request from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies and for approved transactions pending deposit due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event including sponsor support, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. The Company includes the results of operations of the businesses that it has acquired in its consolidated results as of the respective dates of acquisition. The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities and 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. The primary items that generate goodwill include the value of the synergies between the acquired businesses and Alliance as well as the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. The fair value of contingent consideration associated with acquisitions is remeasured each reporting period and adjusted accordingly. Acquisition and integration related costs are recognized separately from the business combination and are expensed as incurred. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. For additional information regarding the Company's acquisitions, refer to "Note 4Business Combinations." Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the year ended December 31, 2017, the Company recorded a goodwill impairment charge within the promotion segment of $ 2.4 Purchased Identified Intangible Assets Identified finite-lived intangible assets consist of acquired video library intellectual property, venue contracts/relationships, ticketing software, tradename, fighter contracts, promoter relationships and sponsor relationships resulting from business combinations. Purchased During the year ended December 31, 2017, the Company recorded an impairment charge of $ 893,000 Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value. Advertising costs, which are expensed as incurred, totaled approximately $ 161,317 20,720 The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant The authoritative guidance on share-based payments Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on the life of the underlying award. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. See “Note 8Stockholders’ Equity” for additional detail. Beginning in the fourth quarter of 2017, the Company began reporting its financial results within three reportable segments: (1) Promotions, (2) Ticket Services and (3) Athlete Management. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Promotion segment includes all the acquired promotion businesses, video library assets and the video production activities of ASM. The Promotion segment promotes our live MMA events and produces live, PPV, and video on demand content. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties and AMMA promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters. Year Ended December 31, 2017 Promotion Ticket Service Athlete Management Corporate Total Revenue $ 3,026,148 $ 221,183 $ 934,043 $ 36,330 $ 4,217,704 Operating expenses 8,854,001 333,584 1,041,002 5,262,716 15,491,303 Operating loss $ (5,827,853) $ (112,401) $ (106,959) $ (5,226,386) $ (11,273,599) The Company allocated goodwill to the segments as follows: $ 6,876,230 1,522,605 2,435,298 4,440,932 Revenue is derived from customers within the United States and it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue. As of December 31, 2017, all assets were held in the United States. The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating segments. The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We will adopt the new standard effective January 1, 2019. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in “Note 7 Commitments and Contingencies”, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We will adopt the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing form Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that are now presented as pending content in the Codification, to a scope exception. These amendments do not have an accounting effect. The Company adopted the provisions of the update in its December 31, 2017 consolidated financial statements and elected the retrospective transition method. In March 2018, the FASB updated the Income Taxes Topic of the Accounting Standards Codification. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and Equipment December 31, 2017 2016 Promotion equipment $ 83,185 $ 31,393 Production equipment 115,209 61,209 Equipment, furniture and other 223,602 42,660 Total property and equipment 421,996 135,262 Less accumulated depreciation and amortization (162,533) (12,950) Total property and equipment, net $ 259,463 $ 122,312 Depreciation and amortization expense for the years ended December 31, 2017 and December 31, 2016 amounted to $ 149,583 12,950 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combination Disclosure [Text Block] | Note 4. Business Combinations During the years ended December 31, 2017 and 2016, we completed several business acquisitions. We have included the financial results of these business acquisitions in our consolidated financial statements from their respective dates of acquisition and pro forma financial information of the Company as if the acquisition occurred January 1, 2016, respectively. Goodwill generated from all business acquisitions completed during the years ended December 31, 2017 and 2016 were primarily attributable to expected synergies from future growth and potential monetization opportunities. All acquisitions have been accounted for as business acquisitions, under the acquisition method of accounting. In connection with respective asset purchase agreements, the Company entered into trademark license agreements, other than CageTix whose trademark was purchased, to license the trademark used by the underlying MMA business. The Company completed the following acquisitions during the year December 31, 2017: SuckerPunch On January 4, 2017, Alliance MMA acquired the stock of Roundtable Creative, Inc., a Virginia corporation d/b/a SuckerPunch Entertainment, a leading fighter management and marketing company, for an aggregate purchase price of $ 1,686,347 357,500 1,146,927 307,487 3.73 181,920 93,583 Fight Time On January 18, 2017, Alliance MMA acquired the mixed martial arts promotion business of Fight Time Promotions, LLC (“Fight Time”) for an aggregate consideration of $ 371,468 84,000 287,468 74,667 3.85 January 18, 2017 National Fighting Championships On May 12, 2017, Alliance MMA acquired the mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC for an aggregate consideration of $ 506,227 140,000 366,227 273,304 1.34 May 12, 2017 Fight Club Orange County On June 14, 2017, Alliance MMA acquired the mixed martial arts promotion business of The Englebrecht Company, Inc., doing business as Roy Englebrecht Promotions and Fight Club Orange County for an aggregate consideration of $ 1,018,710 207,900 810,810 693,000 1.17 Victory Fighting Championship On September 28, 2017, Alliance MMA acquired the mixed martial arts promotion business of Victory Fighting Championship, LLC, doing business as Victory Fighting Championship for an aggregate consideration of $ 822,938 180,000 642,938 267,891 2.40 Final Purchase Allocation SuckerPunch Cash Shares Warrant Consideration SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 In connection with the acquisition, 108,289 307,487 Accordingly, in the event the gross profit is less than $ 265,000 108,289 Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable, net Intangible assets 1,525,584 (1,315,584) 210,000 Goodwill 160,763 1,361,842 1,522,605 Total identifiable assets $ 1,686,347 $ 46,258 $ 1,732,605 Total identifiable liabilities (46,258) (46,258) Total purchase price $ 1,686,347 $ $ 1,686,347 Revenue from the acquisition of SuckerPunch totaled $ 934,000 Final Purchase Allocation Fight Time Promotions Cash Shares Consideration Fight Time $ 84,000 74,667 $ 371,468 In connection with the business acquisition, 28,000 74,667 Accordingly, in the event the gross profit of Fight Time is less than $ 60,000 28,000 Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable Intangible assets 48,867 91,133 140,000 Goodwill 322,601 (91,133) 231,468 Total identifiable assets $ 371,468 $ $ 371,468 Total identifiable liabilities Total purchase price $ 371,468 $ $ 371,468 Revenue from the acquisition of Fight Time totaled $ 121,000 Final Purchase Allocation National Fighting Championships Cash Shares Consideration NFC $ 140,000 273,304 $ 506,227 In connection with the business acquisition, 81,991 273,304 100,000 81,991 Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable Fixed assets 20,000 20,000 Intangible assets 120,000 60,000 180,000 Goodwill 366,227 (60,000) 306,227 Total identifiable assets $ 506,227 $ $ 506,227 Total identifiable liabilities Total purchase price $ 506,227 $ $ 506,227 Revenue from the acquisition of NFC totaled $ 205,000 Final Purchase Allocation Fight Club OC Cash Shares Consideration Fight Club OC $ 207,900 693,000 $ 1,018,710 In connection with the business acquisition, 258,818 693,000 148,500 258,818 159,000 Preliminary Measurement Final Fair Value Cash $ 159,000 $ $ 159,000 Accounts receivable Intangible assets 500,000 (230,000) 270,000 Goodwill 518,710 230,000 748,710 Total identifiable assets $ 1,177,710 $ $ 1,177,710 Total identifiable liabilities (159,000) (159,000) Total purchase price $ 1,018,710 $ $ 1,018,710 Revenue from the acquisition of Fight Club OC totaled $ 399,000 Final Purchase Allocation Victory Fighting Championship Cash Shares Consideration Victory Fighting Championship $ 180,000 267,891 $ 822,938 In connection with the business acquisition, 121,699 267,891 140,000 121,699 146,192 Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable 32,180 32,180 Fixed assets 30,000 30,000 Intangible assets 600,000 (310,000) 290,000 Goodwill 268,167 310,000 578,167 Total identifiable assets $ 930,347 $ $ 930,347 Total identifiable liabilities (107,409) (107,409) Total purchase price $ 822,938 $ $ 822,938 Revenue from the acquisition of Victory totaled $ 139,000 The Company completed the following acquisitions during the year December 31, 2016: CFFC On September 30, 2016 Alliance MMA acquired the mixed martial arts promotion business of CFFC Promotions, LLC d/b/a Cage Fury Fighting Championship for an aggregate consideration of $ 2,350,000 235,000 2,115,000 470,000 4.50 Hoosier Fight Club On September 30, 2016 Alliance MMA acquired the mixed martial arts promotion business of Hoosier Fight Club Promotions, LLC d/b/a Hoosier Fight Club for an aggregate consideration of $ 600,000 120,000 480,000 106,667 4.50 Combat Games MMA On September 30, 2016 Alliance MMA acquired the mixed martial arts promotion business of Punch Drunk, Inc., also known as - Combat Games MMA for an aggregate consideration of $ 420,000 80,000 340,000 75,556 4.50 Shogun Fights On September 30, 2016 Alliance MMA acquired the mixed martial arts promotion business of Bang Time Entertainment, LLC d/b/a Shogun Fights for an aggregate consideration of $ 750,000 250,000 500,000 111,111 4.50 V3 On September 30, 2016 Alliance MMA acquired the mixed martial arts business of V3, LLC for an aggregate consideration of $ 600,000 100,000 500,000 111,111 4.50 CageTix On September 30, 2016 Alliance MMA acquired the ticketing business of CageTix LLC for an aggregate consideration of $ 325,000 150,000 175,000 38,889 4.50 GFL On September 30, 2016 Alliance MMA acquired the production and video distribution business of Go Fight Net, Inc. for an aggregate consideration of $ 2,338,889 450,000 1,888,889 419,753 4.50 Iron Tiger Fight Series On December 9, 2016 Alliance MMA acquired the mixed martial arts business of Ohio Fitness and Martial Arts, LLC d/b/a Iron Tiger Fight Series for an aggregate consideration of $ 656,665 150,000 506,665 133,333 4.50 Final Purchase Allocation CFFC Cash Shares Consideration CFFC $ 235,000 470,000 $ 2,350,000 Preliminary Measurement Final Fair Value Cash $ 551 $ $ 551 Accounts receivable, net 3,000 3,000 Fixed assets 4,448 4,448 Intangible assets 1,437,000 (607,000) 830,000 Goodwill 937,101 607,000 1,544,101 Total identifiable assets $ 2,382,100 $ $ 2,382,100 Total identifiable liabilities (32,100) (32,100) Total purchase price $ 2,350,000 $ $ 2,350,000 Final Purchase Allocation Hoosier Fight Club Cash Shares Consideration HFC $ 120,000 106,667 $ 600,000 Preliminary Measurement Final Fair Value Cash $ 11,194 $ $ 11,194 Accounts receivable, net 1,096 1,096 Fixed assets Intangible assets 617,880 (97,880) 520,000 Goodwill 97,880 97,880 Total identifiable assets $ 630,170 $ $ 630,170 Total identifiable liabilities (30,170) (30,170) Total purchase price $ 600,000 $ $ 600,000 Final Purchase Allocation Combat Games MMA Cash Shares Consideration COGA $ 80,000 75,556 $ 420,000 Preliminary Measurement Final Fair Value Cash $ 2,838 $ $ 2,838 Accounts receivable, net 9,000 9,000 Fixed assets 6,039 6,039 Intangible assets 431,459 (91,459) 340,000 Goodwill 91,459 91,459 Total identifiable assets $ 449,336 $ $ 449,336 Total identifiable liabilities (29,336) (29,336) Total purchase price $ 420,000 $ $ 420,000 Final Purchase Allocation Shogun Fights Cash Shares Consideration Shogun $ 250,000 111,111 $ 750,000 Preliminary Measurement Final Fair Value Cash $ 13,131 $ $ 13,131 Accounts receivable, net 20,603 20,603 Fixed assets Intangible assets 52,500 497,500 550,000 Goodwill 692,951 (497,500) 195,451 Total identifiable assets $ 779,185 $ $ 779,185 Total identifiable liabilities (29,185) (29,185) Total purchase price $ 750,000 $ $ 750,000 Final Purchase Allocation V3 Cash Shares Consideration V3 $ 100,000 111,111 $ 600,000 Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable, net Fixed assets Intangible assets 443,625 (133,625) 310,000 Goodwill 206,568 133,625 340,193 Total identifiable assets $ 650,193 $ $ 650,193 Total identifiable liabilities (50,193) (50,193) Total purchase price $ 600,000 $ $ 600,000 Final Purchase Allocation CageTix Cash Shares Consideration CageTix $ 150,000 38,889 $ 325,000 Preliminary Measurement Final Fair Value Cash $ 48,969 $ $ 48,969 Accounts receivable, net Fixed assets Intangible assets 360,559 6,540 367,099 Goodwill 6,540 (6,540) Total identifiable assets $ 416,068 $ $ 416,068 Total identifiable liabilities (91,068) (91,068) Total purchase price $ 325,000 $ $ 325,000 Final Purchase Allocation GFL Cash Shares Consideration GFL $ 450,000 419,753 $ 2,338,889 Preliminary Measurement Final Fair Value Cash $ 42,081 $ $ 42,081 Accounts receivable, net 900 900 Fixed assets 13,174 13,174 Intangible assets 2,041,677 (1,871,677) 170,000 Goodwill 1,034,911 1,168,919 2,203,830 Total identifiable assets $ 3,132,743 $ (702,758) $ 2,429,985 Total identifiable liabilities (793,854) 702,758 (91,096) Total purchase price $ 2,338,889 $ $ 2,338,889 Final Purchase Allocation ITFS Cash Shares Consideration ITFS $ 150,000 133,333 $ 656,665 Preliminary Measurement Final Fair Value Cash $ 1,716 $ $ 1,716 Accounts receivable, net 6,205 6,205 Fixed assets Intangible assets 255,000 (145,000) 110,000 Goodwill 393,744 145,000 538,744 Total identifiable assets $ 656,665 $ $ 656,665 Total identifiable liabilities Total purchase price $ 656,665 $ $ 656,665 Supplemental Pro Forma Information (Unaudited) The following unaudited pro forma financial information assumes CFFC, HFC, COGA, Shogun, V3, IT Fight Series, CageTix, GFL, SuckerPunch, Fight Time, NFC, FCOC, Victory, and Alliance MMA were combined as of January 1, 2016 and includes the impact of purchase accounting. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2016, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if the acquisitions had been included in the Company’s consolidated statements of operations as of January 1, 2016 (unaudited, in thousands): Revenue Earnings Actual for the year ended December 31, 2016 $ 591 $ (4,912) Actual for the year ended December 31, 2017 $ 4,218 $ (11,274) Supplemental pro forma for the year ended December 31, 2016 $ 5,111 $ (6,102) Supplemental pro forma for the year ended December 31, 2017 $ 5,238 $ (12,279) (i) Amortization of intangible assets 956,000 Acquired Assets Video Libraries The Company also acquired the MMA video libraries of three regional promotions. Sheffield Recordings Limited (“Sheffield”) 25,000 5,556 8,500 Hoss Promotions, LLC (“Hoss”) An affiliate of CFFC, Hoss owned the intellectual property rights to approximately 30 MMA events promoted by CFFC. On September 30, 2016 the Company acquired the exclusive rights to the Hoss fighter library, which covers approximately 100 hours of video content for $ 300,000 Ring of Combat, LLC (“Ring of Combat”) On September 30, 2016, the Company acquired the exclusive rights to the Ring of Combat fight library, which includes professional and amateur MMA and kickboxing events and covers approximately 200 hours of video content for $ 155,000 During the year ended December 31, 2017, the Company impaired all acquired Acquired Assets-Intellectual Property Intellectual property consists of the following: Alliance MMA Intellectual Property In October 2016, the Company entered an Asset Purchase Agreement with Eric Del Fierro to acquire certain intellectual property rights to the Alliance MMA brand for $ 70,000 |
Goodwill and Purchased Identifi
Goodwill and Purchased Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5. Goodwill and Purchased Identifiable Intangible Assets Impairment During the year ended December 31, 2017, the Company recorded a goodwill impairment charge of $ 2.4 Additionally, the Company recorded a $ 893,000 Goodwill Balance as of December 31, 2015 $ Goodwill acquired 2,516,168 Deferred tax 755,647 Balance as of December 31, 2016 $ 3,271,815 Goodwill acquired 3,490,552 Final purchase accounting - measurement period adjustments 1,636,468 Impairment (2,435,298) Balance as of December 31, 2017 $ 5,963,537 Intangible Assets Balance as of December 31, 2015 $ Intangible assets acquired 6,164,700 Amortization (384,487) Balance as of December 31, 2016 $ 5,780,213 Intangible assets acquired 2,827,951 Final purchase accounting measurement period adjustment (4,147,052) Impairment of intangible assets (1,298,500) Accumulated amortization related to impaired intangible assets 405,017 Amortization (680,535) Balance as of December 31,2017 $ 2,887,094 December 31, 2017 Intangible assets Useful Gross Accumulated Net Video library 4 years $ $ $ Venue relationships 7 years 2,410,000 (363,767) 2,046,233 Ticketing software 3 years 90,000 (37,500) 52,500 Trademark and brand 3 years 610,000 (208,056) 401,944 Fighter contracts 3 years 140,000 (14,000) 126,000 Promoter relationships 6 years 277,099 (31,682) 245,417 Sponsor relationships 20,000 (5,000) 15,000 Total intangible assets, gross $ 3,547,099 $ (660,005) $ 2,887,094 During the year ended December 31, 2017, the Company completed the final purchase accounting of all acquisitions, resulting in a reallocation of intangible assets and goodwill. During the year ended December 31, 2017, the Company recorded impairment charges of approximately $ 800,000 93,000 relationship December 31, 2016 Intangible assets Useful Gross Accumulated Net Video library 4 years $ 3,512,741 $ (181,824) $ 3,330,917 Venue relationships 7 years 1,966,400 (163,867) 1,802,533 Ticketing software 3 years 360,559 (30,047) 330,512 Trademark and brand 3 years 325,000 (8,749) 316,251 Fighter contracts 3 years Promoter relationships 6 years Total intangible assets, gross $ 6,164,700 $ (384,487) $ 5,780,213 Amortization expense for the years ended December 31, 2017 and 2016, was $ 680,535 384,487 2018 $ 647,257 2019 609,119 2020 441,897 2021 409,952 2022 397,036 Thereafter 381,833 $ 2,887,094 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Text Block] | Note 6. Debt Note Payable In December 2017, the Company entered into a promissory note with an individual for $ 300,000 45,000 Note Payable Related Party In February 2015, the Company entered into a loan agreement with Ivy Equity Investors, LLC for up to $ 500,000 5,289,136 5,289 In May 2016, the loan agreement was amended to permit up to $ 600,000 In July 2016, the loan agreement was amended to permit up to $ 1,000,000 Upon the completion of the IPO on September 30, 2016, a portion of the proceeds were utilized to pay the balance of all amounts due under the loan, or $ 877,000 0 0 6 the earlier of the closing of the IPO, or January 1, 2017 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Text Block] | Note 7. Commitments and Contingencies Operating Leases The Company does not own any real property. The Company’s principal executive offices are located at an office complex in New York, New York, which includes approximately twenty thousand square feet of shared office space and services that we are leasing. The lease had an original one-year term that commenced on December 1, 2015, which was renewed until November 30, 2018. The lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services. In November 2016, the Company entered a sublease agreement for office and video production space in Cherry Hill, New Jersey. The lease expires on June 30, 2019 With the acquisition of FCOC, the Company assumed a lease for office space in Orange County, California. The lease expires in September 2018. Each of the acquired business operate from home offices or shared office space arrangements. Rent expense was $ 124,629 10,389 Lease 2018 $ 151,296 2019 66,990 $ 218,286 Contingencies Legal Proceedings In the normal course of business or otherwise, we may become involved in legal proceedings. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. In April and May 2017, two purported securities class action complaints Shapiro v. Alliance MMA, Inc. Shulman v. Alliance MMA, Inc. 250,000 Earn Out Management evaluated the financial performance of CFFC, COGA, HFC, Shogun, V3, CageTix, and SuckerPunch in 2017 compared to the earn out thresholds as described in the respective Asset Purchase Agreements. Based upon management’s estimates, the Company recorded an earn out liability during 2017 of approximately $ 310,000 Subsequent to year end, the company determined the target earn out threshold of IT Fight Series, SuckerPunch and Fight Time were not met and as a result management anticipates the shares issued in conjunction with the earn out to be returned to the Company, subject to the terms of the respective asset purchase agreements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8. Stockholders’ Equity Common Stock Private Placements In July 2017, the board of directors approved the issuance of up to $ 2.5 In July 2017, Board members and an employee executed subscription agreements for 513,761 1.09 965,000 1.00 1.50 1,478,761 In October and November 2017, the Company solicited subscription agreements from third parties for 390,000 1.25 1.75 Common Stock Grant In February 2017, the Company entered a consulting arrangement with DC Consulting for management consulting services with a term of one year and included the grant of 150,000 150,000 148,000 Option Grants In August 2016, the Company entered into an employment agreement with John Price as the Company’s Chief Financial Officer. In connection with Mr. Price’s employment he was awarded a stock option grant to acquire 200,000 10 4.50 364,326 vests one third of the shares on the one year anniversary of the grant date and one third annually thereafter Stock Option Plan On December 19, 2016, the Board of Directors of the Company awarded stock option grants under the 2016 Equity Incentive Plan to four employees to acquire an aggregate of 200,000 10 3.56 497,840 On February 1, 2017, the Company entered into an employment agreement with James Byrne as the Company’s Chief Marketing Officer. In connection with Mr. Byrne’s employment he was awarded a stock option grant to acquire 100,000 5 3.55 247,882 On May 15, 2017, the Company entered into an employment agreement with Ira Rainess as the Company’s EVP of Business Affairs. In connection with Mr. Rainess’ employment, in September 2017, he was awarded a stock option grant to acquire 100,000 3 1.30 53,306 On December 17, 2017, the Company awarded Robert Mazzeo, the Company’s external General Counsel at that time 125,000 1.50 77,500 Warrant Grants On January 4, 2017, in connection with the acquisition of SuckerPunch, the Company entered an employment agreement with Bryan Hamper as Managing Director. Mr. Hamper was awarded a warrant to acquire 93,583 5 3.74 181,920 On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 4.50 169,401 Warrant Grants Stock Option Grants Number of Shares Weighted-Average Number of Shares Subject Weighted-Average Balance at December 31, 2015 Granted 222,230 $ 7.43 200,000 $ 4.50 Exercised Forfeited Balance at December 31, 2016 222,230 $ 7.43 200,000 $ 4.50 Granted 2,017,344 2.00 525,000 2.64 Exercised Forfeited Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Exercisable at December 31, 2017 565,813 $ 5.53 358,333 $ 3.01 As of December 31, 2017 and 2016, the total unrecognized expense for unvested stock options, net of expected forfeitures, was approximately $ 564,184 313,753 Year Ended December 31, 2017 December 31, 2016 General and administrative expense $ 943,998 $ 2,645,573 Stock-based compensation expense categorized by the equity components for the year ended December 31, 2017 and 2016 is as follows: Year Ended December 31, 2017 December 31, 2016 Employee stock options $ 626,097 $ 50,573 Warrants 169,401 Common stock 148,500 2,595,000 $ 943,998 $ 2,645,573 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 9. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option grants. Year Ended December 31, 2017 2016 Net loss $ (11,978,563) $ (4,159,394) Weighted-average common shares used in computing net loss per share, basic and diluted 10,679,989 5,520,801 Net loss per share, basic and diluted $ (1.12) $ (0.75) As of December 31, 2017 2016 Stock options (exercise price - $1.30 to $4.50 per share) 725,000 200,000 Warrants (exercise price - $1.50 to $7.43 per share) 2,239,574 222,230 Total common stock equivalents 2,964,574 422,230 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 10. Income Taxes Years ended December 31, 2017 2016 Domestic $ (11,290,457) $ (4,915,041) Foreign Loss before benefit from income taxes $ (11,290,457) $ (4,915,041) 688,073 755,647 The income tax expense (benefit) for the year ended December 31, 2017 and 2016 includes the following: Year Ended December 31, 2017 2016 Current income tax expense: U.S. Federal $ $ U.S. State 7,696 Total current 7,696 Deferred: U.S. Federal 617,310 (647,889) U.S. State 63,100 (107,758) Total deferred 680,410 (755,647) Total expense (benefit) from income taxes $ 688,106 $ (755,647) The income tax expense (benefit) differs from those computed Year Ended December 31, 2017 2016 Expected provision at statutory federal rate $ (3,838,755) $ (1,671,113) State tax-net of federal benefit 70,763 (71,120) Change in valuation allowance 2,161,264 915,172 IPO related costs 54,313 Rate change 1,434,079 Goodwill impairment 751,433 Other 109,290 17,101 $ 688,074 $ (755,647) Year Ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 2,145,809 $ 456,551 Accruals 16,587 Share based compensation 272,645 19,913 Start-up costs 248,348 382,648 Fixed assets 8,206 Intangibles 370,681 Other 32 51 Gross deferred tax assets 3,045,721 875,750 Valuation allowance (3,045,721) (175,644) Net deferred tax assets 700,106 Fixed assets (9,352) Intangibles (690,754) Other (23,942) Deferred tax liability (23,942) (700,106) Net deferred tax liability $ (23,942) $ As of December 31, 2017, the Company has a federal net operating loss carry-forward of $ 7.8 6.9 2031 through 2037 The valuation allowance as of December 31, 2017 was $ 3.0 1.8 As of December 31, 2016, the Company has a federal net operating loss carry-forward of $ 1.2 1.2 The valuation allowance as of December 31, 2016 was $ 175,644 40,384 The Company has no unrecognized tax benefits during the periods presented within. By statute, all tax years are open to examination by the major taxing jurisdictions to which the Company is subject. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35 21 1.4 |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 11. Related Party Note Payable In December 2017, leading up to our offering of units in January 2018, the Company entered into a short-term promissory note with an individual for $ 300,000 Notes Payable Related Party In February 2015, the Company obtained a loan from Ivy Equity Investors, LLC, which is an affiliate of the Company’s founder and current board member, Mr. Gamberale, who at the time was the Company’s sole director. On September 30, 2016 the Company completed its initial public offering, and the outstanding balance of the loan, $ 877,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12. Subsequent Events Stock Offering On January 9, 2018, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as sole book-running manager (the “Underwriter”), for a public offering (the “Offering”) of a combination of 2,150,000 0.001 1,935,000 0.90 1.10 1.00 7.0 45-day option 322,500 290,250 290,250 The gross proceeds to the Company from the Offering were approximately $ 2,150,000 The Offering was made pursuant to an effective shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on December 1, 2017 and a prospectus supplement, dated January 9, 2018, together with the accompanying base prospectus. Management Change On February 7, 2018, Alliance MMA announced that its Chief Executive Officer, Paul K. Danner III, resigned as an officer of the Company, effective immediately. Mr. Danner will stay on as Chairman of the Company’s Board of Directors through May 1, 2018. The Company also terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne. Robert L. Mazzeo will serve as the Company’s acting Chief Executive Officer effective immediately. Mr. Mazzeo, age 64, has served as the Company’s corporate counsel since 2016. Mr. Mazzeo was a partner in the law firm of Mazzeo Song P.C. from 2005 through February 2018, where his practice is primarily involved in securities transactions and mergers and acquisitions. Mr. Mazzeo has also served as Chief Executive Officer of Enclave Capital LLC, a brokerage and investment banking firm registered with the Securities and Exchange Commission. Mr. Mazzeo is a graduate of Brown University and Yale Law School. The terms of Mr. Mazzeo’s compensation have not yet been determined. February 15, 2018, Alliance MMA announced it appointed Ira S. Rainess as the Company’s President. Mr. Rainess, age 51, has served as the Company’s Executive Vice President, Business Affairs since May 2017 and, prior to that, acted as a consultant to the Company. Mr. Rainess has served as the head of the Sports & Entertainment Law practice at Silverman, Thompson, Slutkin & White for the past 13 years. A member of the Maryland Bar, he is a graduate of the University of Maryland’s Robert H. Smith School of Business and the University of Baltimore School of Law. The terms of Mr. Rainess’s compensation have not yet been determined. NASDAQ Notice On February 22, 2018, Alliance MMA received a letter (the “ Notification Letter Nasdaq Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3) (A), the Company has been provided 180 calendar days, or until August 21, 2018, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by August 21, 2018, the Company may be eligible for an additional period of 180 days within which to regain compliance. Stock Option Award 250,000 0.53 Litigation Settlement On March 8, 2018, Alliance MMA entered into a binding term sheet to settle a stockholder class action lawsuit initially filed in April 2017 against the Company, certain of its current and former officers and directors, and the underwriter in the Company’s initial public offering. The litigation is pending in the United States District Court for the District of New Jersey. Pursuant to the term sheet and subject to certain conditions, including the approval of the settlement terms by the District Court, the settling parties have agreed to submit a formal, binding stipulation of settlement to the District Court to resolve all claims brought against the defendants. The settlement will provide for a payment to the class of $ 1,550,000 1,520,000 30,000 250,000 137,761 Note Payable-Related Party On April 10, 2018, the Company borrowed a total of $300,000 from two of its board members, Joseph Gamberale and Joey Tracy, pursuant to promissory notes of $150,000, respectively. The notes bear interest at 12% annually and mature May 21, 2018. Joseph Gamberale personally guaranteed Mr. Tracy’s note. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Alliance MMA, Inc. and its wholly-owned subsidiary, Go Fight Net, Inc. and SuckerPunch Holdings, Inc. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, range of possible outcomes of acquisition earn-out accruals, the assessment of useful lives and the recoverability of property and equipment, the valuation and recognition of stock-based compensation expense, loss contingencies, and income taxes. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.1 4.2 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Management applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the notes to the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount. Legal costs associated with loss contingencies are accrued based upon legal expenses due at the end of the reporting period. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. In determining the reserve, the Company evaluates the collectability of its accounts receivable based upon a variety of factors. In cases where the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, the Company records a specific allowance against amounts due. For all other customers, the Company recognizes allowances for doubtful accounts based on its historical write-off experience in conjunction with the length of time the receivables are past due, customer creditworthiness, geographic risk and the current business environment. Actual future losses from uncollectible accounts may differ from the Company’s estimates. At December 31, 2017 and 2016, the allowance was zero. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Promotion equipment 2 to 3 years Production equipment 2 to 3 years Equipment, furniture and other 2 to 3 years Leasehold improvements lesser of related lease term or 5 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. The Company capitalizes the costs of purchased software licenses and consulting costs to implement the software for internal use. These costs are included in the caption “equipment, furniture and other” in the consolidated balance sheets. Depreciation expense is included in the caption “general and administrative expense” in the consolidated statements of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Promotion Revenue The Company records revenue from ticket sales and sponsorships upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for event and entertainment services to be provided in the future, typically less than 12 months. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. The Company produces live MMA content from our events which is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment from credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company generates revenues from video production services, and recognizes this revenue upon completion of the video production project. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies and accrues for approved credit card transactions which have not been deposited into our bank account. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining net amount to the promoter upon completion of the event or request from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies and for approved transactions pending deposit due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event including sponsor support, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. |
Business Combinations Policy [Policy Text Block] | Business Combinations The Company includes the results of operations of the businesses that it has acquired in its consolidated results as of the respective dates of acquisition. The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities and 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. The primary items that generate goodwill include the value of the synergies between the acquired businesses and Alliance as well as the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. The fair value of contingent consideration associated with acquisitions is remeasured each reporting period and adjusted accordingly. Acquisition and integration related costs are recognized separately from the business combination and are expensed as incurred. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. For additional information regarding the Company's acquisitions, refer to "Note 4Business Combinations." |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Purchased Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the year ended December 31, 2017, the Company recorded a goodwill impairment charge within the promotion segment of $ 2.4 Purchased Identified Intangible Assets Identified finite-lived intangible assets consist of acquired video library intellectual property, venue contracts/relationships, ticketing software, tradename, fighter contracts, promoter relationships and sponsor relationships resulting from business combinations. Purchased During the year ended December 31, 2017, the Company recorded an impairment charge of $ 893,000 Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs, which are expensed as incurred, totaled approximately $ 161,317 20,720 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant The authoritative guidance on share-based payments Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on the life of the underlying award. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. See “Note 8Stockholders’ Equity” for additional detail. |
Segment Reporting, Policy [Policy Text Block] | Segments Beginning in the fourth quarter of 2017, the Company began reporting its financial results within three reportable segments: (1) Promotions, (2) Ticket Services and (3) Athlete Management. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Promotion segment includes all the acquired promotion businesses, video library assets and the video production activities of ASM. The Promotion segment promotes our live MMA events and produces live, PPV, and video on demand content. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties and AMMA promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters. Year Ended December 31, 2017 Promotion Ticket Service Athlete Management Corporate Total Revenue $ 3,026,148 $ 221,183 $ 934,043 $ 36,330 $ 4,217,704 Operating expenses 8,854,001 333,584 1,041,002 5,262,716 15,491,303 Operating loss $ (5,827,853) $ (112,401) $ (106,959) $ (5,226,386) $ (11,273,599) The Company allocated goodwill to the segments as follows: $ 6,876,230 1,522,605 2,435,298 4,440,932 Revenue is derived from customers within the United States and it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue. As of December 31, 2017, all assets were held in the United States. The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating segments. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We will adopt the new standard effective January 1, 2019. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in “Note 7 Commitments and Contingencies”, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We will adopt the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing form Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that are now presented as pending content in the Codification, to a scope exception. These amendments do not have an accounting effect. The Company adopted the provisions of the update in its December 31, 2017 consolidated financial statements and elected the retrospective transition method. In March 2018, the FASB updated the Income Taxes Topic of the Accounting Standards Codification. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule Of Property, Plant and Equipment Estimated Useful Life [Table Text Block] | Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Promotion equipment 2 to 3 years Production equipment 2 to 3 years Equipment, furniture and other 2 to 3 years Leasehold improvements lesser of related lease term or 5 years |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table sets forth the Company’s segment revenue, operating expenses and operating (loss) for the year ended December 31, 2017. Year Ended December 31, 2017 Promotion Ticket Service Athlete Management Corporate Total Revenue $ 3,026,148 $ 221,183 $ 934,043 $ 36,330 $ 4,217,704 Operating expenses 8,854,001 333,584 1,041,002 5,262,716 15,491,303 Operating loss $ (5,827,853) $ (112,401) $ (106,959) $ (5,226,386) $ (11,273,599) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consisted of the following: December 31, 2017 2016 Promotion equipment $ 83,185 $ 31,393 Production equipment 115,209 61,209 Equipment, furniture and other 223,602 42,660 Total property and equipment 421,996 135,262 Less accumulated depreciation and amortization (162,533) (12,950) Total property and equipment, net $ 259,463 $ 122,312 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents the pro forma operating results as if the acquisitions had been included in the Company’s consolidated statements of operations as of January 1, 2016 (unaudited, in thousands): Revenue Earnings Actual for the year ended December 31, 2016 $ 591 $ (4,912) Actual for the year ended December 31, 2017 $ 4,218 $ (11,274) Supplemental pro forma for the year ended December 31, 2016 $ 5,111 $ (6,102) Supplemental pro forma for the year ended December 31, 2017 $ 5,238 $ (12,279) (i) Amortization of intangible assets 956,000 |
Sucker Punch [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Warrant Consideration SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for SuckerPunch to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable, net Intangible assets 1,525,584 (1,315,584) 210,000 Goodwill 160,763 1,361,842 1,522,605 Total identifiable assets $ 1,686,347 $ 46,258 $ 1,732,605 Total identifiable liabilities (46,258) (46,258) Total purchase price $ 1,686,347 $ $ 1,686,347 |
Fight Time Promotions, LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Fight Time $ 84,000 74,667 $ 371,468 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for the business of Fight Time to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable Intangible assets 48,867 91,133 140,000 Goodwill 322,601 (91,133) 231,468 Total identifiable assets $ 371,468 $ $ 371,468 Total identifiable liabilities Total purchase price $ 371,468 $ $ 371,468 |
National Fighting Championships [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of NFC, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration NFC $ 140,000 273,304 $ 506,227 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for the business of NFC to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable Fixed assets 20,000 20,000 Intangible assets 120,000 60,000 180,000 Goodwill 366,227 (60,000) 306,227 Total identifiable assets $ 506,227 $ $ 506,227 Total identifiable liabilities Total purchase price $ 506,227 $ $ 506,227 |
Fight Club OC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Fight Club OC, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Fight Club OC $ 207,900 693,000 $ 1,018,710 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for the business of the Fight Club OC to identifiable assets, intangible assets, goodwill and identifiable liabilities, and preliminary pro forma intangible assets and goodwill: Preliminary Measurement Final Fair Value Cash $ 159,000 $ $ 159,000 Accounts receivable Intangible assets 500,000 (230,000) 270,000 Goodwill 518,710 230,000 748,710 Total identifiable assets $ 1,177,710 $ $ 1,177,710 Total identifiable liabilities (159,000) (159,000) Total purchase price $ 1,018,710 $ $ 1,018,710 |
Victory Fighting Championship [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Victory, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Victory Fighting Championship $ 180,000 267,891 $ 822,938 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for the business of Victory to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable 32,180 32,180 Fixed assets 30,000 30,000 Intangible assets 600,000 (310,000) 290,000 Goodwill 268,167 310,000 578,167 Total identifiable assets $ 930,347 $ $ 930,347 Total identifiable liabilities (107,409) (107,409) Total purchase price $ 822,938 $ $ 822,938 |
CFFC Promotions, LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of CFFC, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration CFFC $ 235,000 470,000 $ 2,350,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for CFFC to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 551 $ $ 551 Accounts receivable, net 3,000 3,000 Fixed assets 4,448 4,448 Intangible assets 1,437,000 (607,000) 830,000 Goodwill 937,101 607,000 1,544,101 Total identifiable assets $ 2,382,100 $ $ 2,382,100 Total identifiable liabilities (32,100) (32,100) Total purchase price $ 2,350,000 $ $ 2,350,000 |
Hoosier Fight Club Promotions, LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of HFC, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration HFC $ 120,000 106,667 $ 600,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for HFC to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 11,194 $ $ 11,194 Accounts receivable, net 1,096 1,096 Fixed assets Intangible assets 617,880 (97,880) 520,000 Goodwill 97,880 97,880 Total identifiable assets $ 630,170 $ $ 630,170 Total identifiable liabilities (30,170) (30,170) Total purchase price $ 600,000 $ $ 600,000 |
Combat Games MMA [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of COGA, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration COGA $ 80,000 75,556 $ 420,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for COGA to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 2,838 $ $ 2,838 Accounts receivable, net 9,000 9,000 Fixed assets 6,039 6,039 Intangible assets 431,459 (91,459) 340,000 Goodwill 91,459 91,459 Total identifiable assets $ 449,336 $ $ 449,336 Total identifiable liabilities (29,336) (29,336) Total purchase price $ 420,000 $ $ 420,000 |
Shogun [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of Shogun, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Shogun $ 250,000 111,111 $ 750,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for Shogun to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 13,131 $ $ 13,131 Accounts receivable, net 20,603 20,603 Fixed assets Intangible assets 52,500 497,500 550,000 Goodwill 692,951 (497,500) 195,451 Total identifiable assets $ 779,185 $ $ 779,185 Total identifiable liabilities (29,185) (29,185) Total purchase price $ 750,000 $ $ 750,000 |
V3 Fights [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of V3, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration V3 $ 100,000 111,111 $ 600,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for V3 to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ $ $ Accounts receivable, net Fixed assets Intangible assets 443,625 (133,625) 310,000 Goodwill 206,568 133,625 340,193 Total identifiable assets $ 650,193 $ $ 650,193 Total identifiable liabilities (50,193) (50,193) Total purchase price $ 600,000 $ $ 600,000 |
CageTix [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of CageTix, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration CageTix $ 150,000 38,889 $ 325,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for CageTix to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 48,969 $ $ 48,969 Accounts receivable, net Fixed assets Intangible assets 360,559 6,540 367,099 Goodwill 6,540 (6,540) Total identifiable assets $ 416,068 $ $ 416,068 Total identifiable liabilities (91,068) (91,068) Total purchase price $ 325,000 $ $ 325,000 |
GFL [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of GFL, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration GFL $ 450,000 419,753 $ 2,338,889 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of purchase price for GFL to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 42,081 $ $ 42,081 Accounts receivable, net 900 900 Fixed assets 13,174 13,174 Intangible assets 2,041,677 (1,871,677) 170,000 Goodwill 1,034,911 1,168,919 2,203,830 Total identifiable assets $ 3,132,743 $ (702,758) $ 2,429,985 Total identifiable liabilities (793,854) 702,758 (91,096) Total purchase price $ 2,338,889 $ $ 2,338,889 |
ITFS [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of ITFS, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration ITFS $ 150,000 133,333 $ 656,665 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of purchase price for ITFS to identifiable assets, intangible assets, goodwill and identifiable liabilities: Preliminary Measurement Final Fair Value Cash $ 1,716 $ $ 1,716 Accounts receivable, net 6,205 6,205 Fixed assets Intangible assets 255,000 (145,000) 110,000 Goodwill 393,744 145,000 538,744 Total identifiable assets $ 656,665 $ $ 656,665 Total identifiable liabilities Total purchase price $ 656,665 $ $ 656,665 |
Goodwill and Purchased Identi23
Goodwill and Purchased Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The change in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 is as follows: Balance as of December 31, 2015 $ Goodwill acquired 2,516,168 Deferred tax 755,647 Balance as of December 31, 2016 $ 3,271,815 Goodwill acquired 3,490,552 Final purchase accounting - measurement period adjustments 1,636,468 Impairment (2,435,298) Balance as of December 31, 2017 $ 5,963,537 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The change in the carrying amount of intangible assets for the year ended December 31, 2017 and 2016 is as follows: Balance as of December 31, 2015 $ Intangible assets acquired 6,164,700 Amortization (384,487) Balance as of December 31, 2016 $ 5,780,213 Intangible assets acquired 2,827,951 Final purchase accounting measurement period adjustment (4,147,052) Impairment of intangible assets (1,298,500) Accumulated amortization related to impaired intangible assets 405,017 Amortization (680,535) Balance as of December 31,2017 $ 2,887,094 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identified intangible assets consist of the following: December 31, 2017 Intangible assets Useful Gross Accumulated Net Video library 4 years $ $ $ Venue relationships 7 years 2,410,000 (363,767) 2,046,233 Ticketing software 3 years 90,000 (37,500) 52,500 Trademark and brand 3 years 610,000 (208,056) 401,944 Fighter contracts 3 years 140,000 (14,000) 126,000 Promoter relationships 6 years 277,099 (31,682) 245,417 Sponsor relationships 20,000 (5,000) 15,000 Total intangible assets, gross $ 3,547,099 $ (660,005) $ 2,887,094 During the year ended December 31, 2017, the Company completed the final purchase accounting of all acquisitions, resulting in a reallocation of intangible assets and goodwill. During the year ended December 31, 2017, the Company recorded impairment charges of approximately $ 800,000 93,000 relationship December 31, 2016 Intangible assets Useful Gross Accumulated Net Video library 4 years $ 3,512,741 $ (181,824) $ 3,330,917 Venue relationships 7 years 1,966,400 (163,867) 1,802,533 Ticketing software 3 years 360,559 (30,047) 330,512 Trademark and brand 3 years 325,000 (8,749) 316,251 Fighter contracts 3 years Promoter relationships 6 years Total intangible assets, gross $ 6,164,700 $ (384,487) $ 5,780,213 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2017, estimated amortization expense for the unamortized acquired intangible assets over the next five years and thereafter is as follows: 2018 $ 647,257 2019 609,119 2020 441,897 2021 409,952 2022 397,036 Thereafter 381,833 $ 2,887,094 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2017, the aggregate minimum lease payments for the years ending December 31, 2018 and 2019 were: Lease 2018 $ 151,296 2019 66,990 $ 218,286 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Warrant Grants Stock Option Grants Number of Shares Weighted-Average Number of Shares Subject Weighted-Average Balance at December 31, 2015 Granted 222,230 $ 7.43 200,000 $ 4.50 Exercised Forfeited Balance at December 31, 2016 222,230 $ 7.43 200,000 $ 4.50 Granted 2,017,344 2.00 525,000 2.64 Exercised Forfeited Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Exercisable at December 31, 2017 565,813 $ 5.53 358,333 $ 3.01 |
General and Administrative Expense [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Year Ended December 31, 2017 December 31, 2016 General and administrative expense $ 943,998 $ 2,645,573 |
Employee Stock Option [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Stock-based compensation expense categorized by the equity components for the year ended December 31, 2017 and 2016 is as follows: Year Ended December 31, 2017 December 31, 2016 Employee stock options $ 626,097 $ 50,573 Warrants 169,401 Common stock 148,500 2,595,000 $ 943,998 $ 2,645,573 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented: Year Ended December 31, 2017 2016 Net loss $ (11,978,563) $ (4,159,394) Weighted-average common shares used in computing net loss per share, basic and diluted 10,679,989 5,520,801 Net loss per share, basic and diluted $ (1.12) $ (0.75) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: As of December 31, 2017 2016 Stock options (exercise price - $1.30 to $4.50 per share) 725,000 200,000 Warrants (exercise price - $1.50 to $7.43 per share) 2,239,574 222,230 Total common stock equivalents 2,964,574 422,230 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of Loss before benefit from income taxes for the years ended December 31, 2017 and 2016 are as follows: Years ended December 31, 2017 2016 Domestic $ (11,290,457) $ (4,915,041) Foreign Loss before benefit from income taxes $ (11,290,457) $ (4,915,041) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company incurred income tax expense of $ 688,073 755,647 The income tax expense (benefit) for the year ended December 31, 2017 and 2016 includes the following: Year Ended December 31, 2017 2016 Current income tax expense: U.S. Federal $ $ U.S. State 7,696 Total current 7,696 Deferred: U.S. Federal 617,310 (647,889) U.S. State 63,100 (107,758) Total deferred 680,410 (755,647) Total expense (benefit) from income taxes $ 688,106 $ (755,647) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax expense (benefit) differs from those computed Year Ended December 31, 2017 2016 Expected provision at statutory federal rate $ (3,838,755) $ (1,671,113) State tax-net of federal benefit 70,763 (71,120) Change in valuation allowance 2,161,264 915,172 IPO related costs 54,313 Rate change 1,434,079 Goodwill impairment 751,433 Other 109,290 17,101 $ 688,074 $ (755,647) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The effect of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2017 and 2016, are as follows: Year Ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 2,145,809 $ 456,551 Accruals 16,587 Share based compensation 272,645 19,913 Start-up costs 248,348 382,648 Fixed assets 8,206 Intangibles 370,681 Other 32 51 Gross deferred tax assets 3,045,721 875,750 Valuation allowance (3,045,721) (175,644) Net deferred tax assets 700,106 Fixed assets (9,352) Intangibles (690,754) Other (23,942) Deferred tax liability (23,942) (700,106) Net deferred tax liability $ (23,942) $ |
Description of Business and B28
Description of Business and Basis of Presentation (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Aug. 31, 2017 | Aug. 29, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Stock Issued During Period, Shares, New Issues | 1,500,000 | 1,478,761 | 390,000 | |||
Stock Issued During Period, Value, New Issues | $ 1,500,000 | $ 500,000 | $ 8,901,188 | |||
Retained Earnings (Accumulated Deficit) | $ (4,545,850) | $ (16,524,413) | ||||
Number of Warrants issued | 1,935,000 | |||||
Subsequent Event [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | |||||
Stock Issued During Period, Value, New Issues | $ 2,150,000 | |||||
Number Of Warrants Issued In Each Units | 0.90 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Promotion equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Promotion equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Production equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Production equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Equipment, Furniture And Other [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Equipment, Furniture And Other [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | lesser of related lease term or 5 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 4,217,704 | $ 591,439 |
Operating expenses | 12,799,905 | 5,118,711 |
Operating loss | (11,273,599) | $ (4,911,696) |
Promotion Segment [Member] | ||
Revenue | 3,026,148 | |
Operating expenses | 8,854,001 | |
Operating loss | (5,827,853) | |
Ticket Service Segment [Member] | ||
Revenue | 221,183 | |
Operating expenses | 333,584 | |
Operating loss | (112,401) | |
Athlete Management [Member] | ||
Revenue | 934,043 | |
Operating expenses | 1,041,002 | |
Operating loss | (106,959) | |
Corporate Segment [Member] | ||
Revenue | 36,330 | |
Operating expenses | 5,262,716 | |
Operating loss | $ (5,226,386) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 0 | |
Advertising Expense | 161,317 | 20,720 | |
Cash, FDIC Insured Amount | 250,000 | ||
Cash, Uninsured Amount | 100,000 | 4,200,000 | |
Goodwill, Impairment Loss | 2,435,298 | 0 | |
Impairment of Intangible Assets, Finite-lived | (1,298,500) | ||
Goodwill | 5,963,537 | $ 3,271,815 | $ 0 |
Indefinite-lived Intangible Assets [Member] | |||
Impairment of Intangible Assets, Finite-lived | 893,000 | ||
Promotion Segment [Member] | |||
Cash, Uninsured Amount | 2,400,000 | ||
Goodwill, Impairment Loss | 2,435,298 | ||
Goodwill, Gross | 6,876,230 | ||
Goodwill | 4,440,932 | ||
Athlete Management [Member] | |||
Goodwill, Gross | $ 1,522,605 | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total property and equipment | $ 421,996 | $ 135,262 |
Less accumulated depreciation and amortization | (162,533) | (12,950) |
Total property and equipment, net | 259,463 | 122,312 |
Promotion equipment [Member] | ||
Total property and equipment | 83,185 | 31,393 |
Production equipment [Member] | ||
Total property and equipment | 115,209 | 61,209 |
Equipment, furniture and other [Member] | ||
Total property and equipment | $ 223,602 | $ 42,660 |
Property and Equipment (Detai33
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation, Depletion and Amortization | $ 149,583 | $ 12,950 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 28, 2017 | Jan. 18, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Sucker Punch [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 357,500 | |||||||
Shares | 307,487 | 307,487 | ||||||
Warrant Grant | 93,583 | |||||||
Consideration Paid | $ 357,500 | $ 1,686,347 | ||||||
Fight Time Promotions, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 84,000 | |||||||
Shares | 74,667 | |||||||
Consideration Paid | $ 84,000 | $ 371,468 | ||||||
National Fighting Championships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 140,000 | |||||||
Shares | 273,304 | 273,304 | ||||||
Consideration Paid | $ 140,000 | $ 506,227 | ||||||
Fight Club OC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 207,900 | |||||||
Shares | 693,000 | |||||||
Consideration Paid | $ 207,900 | $ 1,018,710 | ||||||
Victory Fighting Championship [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 180,000 | |||||||
Shares | 267,891 | |||||||
Consideration Paid | $ 180,000 | $ 822,938 | ||||||
CFFC Promotions, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 235,000 | |||||||
Shares | 470,000 | |||||||
Consideration Paid | $ 2,350,000 | |||||||
Hoosier Fight Club Promotions, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 120,000 | |||||||
Shares | 106,667 | |||||||
Consideration Paid | $ 600,000 | |||||||
Combat Games MMA [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 80,000 | |||||||
Shares | 75,556 | |||||||
Consideration Paid | $ 80,000 | $ 420,000 | ||||||
Shogun [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 250,000 | |||||||
Shares | 111,111 | |||||||
Consideration Paid | $ 750,000 | |||||||
V3 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 100,000 | |||||||
Shares | 111,111 | |||||||
Consideration Paid | 100,000 | $ 600,000 | ||||||
CageTix [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 150,000 | |||||||
Shares | 38,889 | |||||||
Consideration Paid | 150,000 | $ 325,000 | ||||||
GFL [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 450,000 | |||||||
Shares | 419,753 | |||||||
Consideration Paid | $ 450,000 | $ 2,338,889 | ||||||
ITFS [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 150,000 | |||||||
Shares | 133,333 | |||||||
Consideration Paid | $ 656,665 |
Business Combinations (Details
Business Combinations (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 5,963,537 | $ 3,271,815 | $ 0 |
Sucker Punch [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 210,000 | ||
Goodwill | 1,522,605 | ||
Total identifiable assets | 1,732,605 | ||
Total identifiable liabilities | (46,258) | ||
Total purchase price | 1,686,347 | ||
Sucker Punch [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 1,525,584 | ||
Goodwill | 160,763 | ||
Total identifiable assets | 1,686,347 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 1,686,347 | ||
Sucker Punch [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | (1,315,584) | ||
Goodwill | 1,361,842 | ||
Total identifiable assets | 46,258 | ||
Total identifiable liabilities | (46,258) | ||
Total purchase price | 0 | ||
Fight Time Promotions, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 140,000 | ||
Goodwill | 231,468 | ||
Total identifiable assets | 371,468 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 371,468 | ||
Fight Time Promotions, LLC [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 48,867 | ||
Goodwill | 322,601 | ||
Total identifiable assets | 371,468 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 371,468 | ||
Fight Time Promotions, LLC [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 91,133 | ||
Goodwill | (91,133) | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
National Fighting Championships [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 20,000 | ||
Intangible assets | 180,000 | ||
Goodwill | 306,227 | ||
Total identifiable assets | 506,227 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 506,227 | ||
National Fighting Championships [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 20,000 | ||
Intangible assets | 120,000 | ||
Goodwill | 366,227 | ||
Total identifiable assets | 506,227 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 506,227 | ||
National Fighting Championships [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 60,000 | ||
Goodwill | (60,000) | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
Fight Club OC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 159,000 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 270,000 | ||
Goodwill | 748,710 | ||
Total identifiable assets | 1,177,710 | ||
Total identifiable liabilities | (159,000) | ||
Total purchase price | 1,018,710 | ||
Fight Club OC [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 159,000 | ||
Accounts receivable, net | 0 | ||
Intangible assets | 500,000 | ||
Goodwill | 518,710 | ||
Total identifiable assets | 1,177,710 | ||
Total identifiable liabilities | (159,000) | ||
Total purchase price | 1,018,710 | ||
Fight Club OC [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Intangible assets | (230,000) | ||
Goodwill | 230,000 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
Victory Fighting Championship [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 32,180 | ||
Fixed assets | 30,000 | ||
Intangible assets | 290,000 | ||
Goodwill | 578,167 | ||
Total identifiable assets | 930,347 | ||
Total identifiable liabilities | (107,409) | ||
Total purchase price | 822,938 | ||
Victory Fighting Championship [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 32,180 | ||
Fixed assets | 30,000 | ||
Intangible assets | 600,000 | ||
Goodwill | 268,167 | ||
Total identifiable assets | 930,347 | ||
Total identifiable liabilities | (107,409) | ||
Total purchase price | 822,938 | ||
Victory Fighting Championship [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (310,000) | ||
Goodwill | 310,000 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
CFFC Promotions, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 551 | ||
Accounts receivable, net | 3,000 | ||
Fixed assets | 4,448 | ||
Intangible assets | 830,000 | ||
Goodwill | 1,544,101 | ||
Total identifiable assets | 2,382,100 | ||
Total identifiable liabilities | (32,100) | ||
Total purchase price | 2,350,000 | ||
CFFC Promotions, LLC [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 551 | ||
Accounts receivable, net | 3,000 | ||
Fixed assets | 4,448 | ||
Intangible assets | 1,437,000 | ||
Goodwill | 937,101 | ||
Total identifiable assets | 2,382,100 | ||
Total identifiable liabilities | (32,100) | ||
Total purchase price | 2,350,000 | ||
CFFC Promotions, LLC [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (607,000) | ||
Goodwill | 607,000 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
Hoosier Fight Club Promotions, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 11,194 | ||
Accounts receivable, net | 1,096 | ||
Fixed assets | 0 | ||
Intangible assets | 520,000 | ||
Goodwill | 97,880 | ||
Total identifiable assets | 630,170 | ||
Total identifiable liabilities | (30,170) | ||
Total purchase price | 600,000 | ||
Hoosier Fight Club Promotions, LLC [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 11,194 | ||
Accounts receivable, net | 1,096 | ||
Fixed assets | 0 | ||
Intangible assets | 617,880 | ||
Goodwill | 0 | ||
Total identifiable assets | 630,170 | ||
Total identifiable liabilities | (30,170) | ||
Total purchase price | 600,000 | ||
Hoosier Fight Club Promotions, LLC [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (97,880) | ||
Goodwill | 97,880 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
Combat Games MMA [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 2,838 | ||
Accounts receivable, net | 9,000 | ||
Fixed assets | 6,039 | ||
Intangible assets | 340,000 | ||
Goodwill | 91,459 | ||
Total identifiable assets | 449,336 | ||
Total identifiable liabilities | (29,336) | ||
Total purchase price | 420,000 | ||
Combat Games MMA [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 2,838 | ||
Accounts receivable, net | 9,000 | ||
Fixed assets | 6,039 | ||
Intangible assets | 431,459 | ||
Goodwill | 0 | ||
Total identifiable assets | 449,336 | ||
Total identifiable liabilities | (29,336) | ||
Total purchase price | 420,000 | ||
Combat Games MMA [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (91,459) | ||
Goodwill | 91,459 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
Shogun [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 13,131 | ||
Accounts receivable, net | 20,603 | ||
Fixed assets | 0 | ||
Intangible assets | 550,000 | ||
Goodwill | 195,451 | ||
Total identifiable assets | 779,185 | ||
Total identifiable liabilities | (29,185) | ||
Total purchase price | 750,000 | ||
Shogun [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 13,131 | ||
Accounts receivable, net | 20,603 | ||
Fixed assets | 0 | ||
Intangible assets | 52,500 | ||
Goodwill | 692,951 | ||
Total identifiable assets | 779,185 | ||
Total identifiable liabilities | (29,185) | ||
Total purchase price | 750,000 | ||
Shogun [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 497,500 | ||
Goodwill | (497,500) | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
V3 [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 310,000 | ||
Goodwill | 340,193 | ||
Total identifiable assets | 650,193 | ||
Total identifiable liabilities | (50,193) | ||
Total purchase price | 600,000 | ||
V3 [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 443,625 | ||
Goodwill | 206,568 | ||
Total identifiable assets | 650,193 | ||
Total identifiable liabilities | (50,193) | ||
Total purchase price | 600,000 | ||
V3 [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (133,625) | ||
Goodwill | 133,625 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
CageTix [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 48,969 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 367,099 | ||
Goodwill | 0 | ||
Total identifiable assets | 416,068 | ||
Total identifiable liabilities | (91,068) | ||
Total purchase price | 325,000 | ||
CageTix [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 48,969 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 360,559 | ||
Goodwill | 6,540 | ||
Total identifiable assets | 416,068 | ||
Total identifiable liabilities | (91,068) | ||
Total purchase price | 325,000 | ||
CageTix [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | 6,540 | ||
Goodwill | (6,540) | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 0 | ||
GFL [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 42,081 | ||
Accounts receivable, net | 900 | ||
Fixed assets | 13,174 | ||
Intangible assets | 170,000 | ||
Goodwill | 2,203,830 | ||
Total identifiable assets | 2,429,985 | ||
Total identifiable liabilities | (91,096) | ||
Total purchase price | 2,338,889 | ||
GFL [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 42,081 | ||
Accounts receivable, net | 900 | ||
Fixed assets | 13,174 | ||
Intangible assets | 2,041,677 | ||
Goodwill | 1,034,911 | ||
Total identifiable assets | 3,132,743 | ||
Total identifiable liabilities | (793,854) | ||
Total purchase price | 2,338,889 | ||
GFL [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (1,871,677) | ||
Goodwill | 1,168,919 | ||
Total identifiable assets | (702,758) | ||
Total identifiable liabilities | 702,758 | ||
Total purchase price | $ 0 | ||
ITFS [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 1,716 | ||
Accounts receivable, net | 6,205 | ||
Fixed assets | 0 | ||
Intangible assets | 110,000 | ||
Goodwill | 538,744 | ||
Total identifiable assets | 656,665 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 656,665 | ||
ITFS [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 1,716 | ||
Accounts receivable, net | 6,205 | ||
Fixed assets | 0 | ||
Intangible assets | 255,000 | ||
Goodwill | 393,744 | ||
Total identifiable assets | 656,665 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | 656,665 | ||
ITFS [Member] | Restatement Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable, net | 0 | ||
Fixed assets | 0 | ||
Intangible assets | (145,000) | ||
Goodwill | 145,000 | ||
Total identifiable assets | 0 | ||
Total identifiable liabilities | 0 | ||
Total purchase price | $ 0 |
Business Combinations (Detail36
Business Combinations (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Actual for the year, Revenue | $ 4,218 | $ 591 |
Actual for the year, Earnings (Loss) | (11,274) | (4,912) |
Supplemental pro forma for the year, Revenue | 5,238 | 5,111 |
Supplemental pro forma for the year, Earnings (Loss) | $ (12,279) | $ (6,102) |
Business Combinations (Detail37
Business Combinations (Details Textual) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 28, 2017 | Jan. 18, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 146,192 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 6,198,889 | ||||||||
Amortization of Intangible Assets | $ 680,535 | 384,487 | |||||||
Finite-lived Intangible Assets Acquired | 2,827,951 | 6,164,700 | |||||||
Gross Profit | 1,526,306 | 207,015 | |||||||
Payments to Acquire Intangible Assets | $ 25,000 | $ 0 | |||||||
Stock Issued During Period Shares Acquisitions Of Sheffield Video Library | 5,556 | ||||||||
Stock Issued During Period Valueacquisitions Of Sheffield Video Library | $ 8,500 | ||||||||
Intellectual Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | 4 years | |||||||
ALLIANCE MMA, INC. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share Price | $ 1.17 | $ 1.34 | $ 2.40 | ||||||
Iron Tiger Fight Series [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 133,333 | ||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 656,665 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 506,665 | ||||||||
Eric Del Fierro [Member] | Intellectual Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 70,000 | ||||||||
Sucker Punch [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 307,487 | 307,487 | |||||||
Business Acquisition, Share Price | $ 3.73 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | ||||||||
Payments to Acquire Businesses, Gross | $ 357,500 | $ 1,686,347 | |||||||
Gross Profit | $ 265,000 | ||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 108,289 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,146,927 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | ||||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 934,000 | ||||||||
Sucker Punch [Member] | Warrant [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 93,583 | ||||||||
Payments to Acquire Businesses, Gross | $ 181,920 | ||||||||
Fight Time Promotions, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 74,667 | ||||||||
Business Acquisition, Share Price | $ 3.85 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 74,667 | 28,000 | |||||||
Payments to Acquire Businesses, Gross | $ 84,000 | $ 371,468 | |||||||
Gross Profit | $ 60,000 | ||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 28,000 | ||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 287,468 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | ||||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 121,000 | ||||||||
Victory Fighting Championship [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 267,891 | ||||||||
Business Combination, Consideration Transferred | $ 822,938 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 121,699 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 267,891 | ||||||||
Payments to Acquire Businesses, Gross | 180,000 | 822,938 | |||||||
Gross Profit | $ 140,000 | ||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 121,699 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 642,938 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | ||||||||
Stock Issued During Period, Shares, Acquisitions Of Victory Fighting Championship | 267,891 | ||||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 139,000 | ||||||||
Fight Club OC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 693,000 | ||||||||
Business Combination, Consideration Transferred | $ 122,017 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 258,818 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 693,000 | ||||||||
Payments to Acquire Businesses, Gross | 207,900 | 1,018,710 | |||||||
Gross Profit | $ 148,500 | ||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 258,818 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 810,810 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 159,000 | ||||||||
Stock Issued During Period Shares Acquisitions Of Fight Club Oc | 693,000 | ||||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 399,000 | ||||||||
National Fighting Championships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 273,304 | 273,304 | |||||||
Business Combination, Consideration Transferred | $ 182,017 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 81,991 | ||||||||
Payments to Acquire Businesses, Gross | 140,000 | $ 506,227 | |||||||
Gross Profit | $ 100,000 | ||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 81,991 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 366,227 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | ||||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | 205,000 | ||||||||
CFFC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 470,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 235,000 | 2,350,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 2,115,000 | ||||||||
Hoosier Fight Club [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 106,667 | ||||||||
Payments to Acquire Businesses, Gross | $ 120,000 | $ 600,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 480,000 | ||||||||
Combat Games MMA [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 75,556 | ||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 75,556 | ||||||||
Payments to Acquire Businesses, Gross | $ 80,000 | $ 420,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 340,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 2,838 | ||||||||
V3 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 111,111 | ||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 111,111 | ||||||||
Payments to Acquire Businesses, Gross | $ 100,000 | $ 600,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 500,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | ||||||||
GFL [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 419,753 | ||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 419,753 | ||||||||
Payments to Acquire Businesses, Gross | $ 450,000 | $ 2,338,889 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 1,888,889 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 42,081 | ||||||||
CageTix [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 38,889 | ||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 38,889 | ||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | $ 325,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 175,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 48,969 | ||||||||
Shogun Fights [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.50 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 111,111 | ||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | $ 750,000 | |||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 500,000 | ||||||||
Hoss Promotions, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 300,000 | ||||||||
Ring of Combat LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 155,000 | ||||||||
Video Library, Intellectual Property [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Ticketing Software, Customer and Venue Relationships and Brand [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years |
Goodwill and Purchased Identi38
Goodwill and Purchased Identifiable Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 3,271,815 | $ 0 |
Goodwill acquired | 3,490,552 | 2,516,168 |
Deferred tax | 755,647 | |
Final purchase accounting - measurement period adjustments | 1,636,468 | |
Impairment | (2,435,298) | |
Endning Balance | $ 5,963,537 | $ 3,271,815 |
Goodwill and Purchased Identi39
Goodwill and Purchased Identifiable Intangible Assets (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance | $ 5,780,213 | $ 0 |
Intangible assets acquired | 2,827,951 | 6,164,700 |
Final purchase accounting measurement period adjustment | (4,147,052) | |
Impairment of intangible assets | (1,298,500) | |
Accumulated amortization related to impaired intangible assets | 405,017 | 384,487 |
Amortization | (680,535) | (384,487) |
Balance | $ 2,887,094 | $ 5,780,213 |
Goodwill and Purchased Identi40
Goodwill and Purchased Identifiable Intangible Assets (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | $ 3,547,099 | $ 6,164,700 | |
Accumulated Amortization | (405,017) | (384,487) | |
Finite-Lived Intangible Assets, Net | $ 2,887,094 | $ 5,780,213 | $ 0 |
Video library [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 4 years | 4 years | |
Gross Assets | $ 0 | $ 3,512,741 | |
Accumulated Amortization | 0 | (181,824) | |
Finite-Lived Intangible Assets, Net | $ 0 | $ 3,330,917 | |
Venue relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 7 years | 7 years | |
Gross Assets | $ 2,410,000 | $ 1,966,400 | |
Accumulated Amortization | (363,767) | (163,867) | |
Finite-Lived Intangible Assets, Net | $ 2,046,233 | $ 1,802,533 | |
Ticketing software [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 3 years | 3 years | |
Gross Assets | $ 90,000 | $ 360,559 | |
Accumulated Amortization | (37,500) | (30,047) | |
Finite-Lived Intangible Assets, Net | $ 52,500 | $ 330,512 | |
Trademark and brand [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 3 years | 3 years | |
Gross Assets | $ 610,000 | $ 325,000 | |
Accumulated Amortization | (208,056) | (8,749) | |
Finite-Lived Intangible Assets, Net | $ 401,944 | $ 316,251 | |
Fighter contracts [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 3 years | 3 years | |
Gross Assets | $ 140,000 | $ 0 | |
Accumulated Amortization | (14,000) | 0 | |
Finite-Lived Intangible Assets, Net | $ 126,000 | $ 0 | |
Promoter relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Useful Life | 6 years | 6 years | |
Gross Assets | $ 277,099 | $ 0 | |
Accumulated Amortization | (31,682) | 0 | |
Finite-Lived Intangible Assets, Net | 245,417 | $ 0 | |
Sponsor relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | 20,000 | ||
Accumulated Amortization | (5,000) | ||
Finite-Lived Intangible Assets, Net | $ 15,000 |
Goodwill and Purchased Identi41
Goodwill and Purchased Identifiable Intangible Assets (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||
2,018 | $ 647,257 | ||
2,019 | 609,119 | ||
2,020 | 441,897 | ||
2,021 | 409,952 | ||
2,022 | 397,036 | ||
Thereafter | 381,833 | ||
Finite-Lived Intangible Assets, Net | $ 2,887,094 | $ 5,780,213 | $ 0 |
Goodwill and Purchased Identi42
Goodwill and Purchased Identifiable Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of Intangible Assets | $ 680,535 | $ 384,487 |
Amortization | 0 | |
Impairment of Intangible Assets (Excluding Goodwill) | 893,483 | 0 |
Goodwill, Impairment Loss | 2,435,298 | $ 0 |
Impairment of Intangible Assets, Finite-lived | (1,298,500) | |
Promotion Segment [Member] | ||
Goodwill, Impairment Loss | 2,435,298 | |
Video Library, Intellectual Property [Member] | ||
Impairment of Intangible Assets, Finite-lived | 800,000 | |
Venue Relationships [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 93,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Mar. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | May 31, 2016 | Feb. 28, 2015 |
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | $ 300,000 | |||||
Debt Conversion, Converted Instrument, Amount | 45,000 | ||||||
Repayments of Related Party Debt | 0 | $ 877,000 | |||||
Ivy Equity Investors, LLC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | $ 600,000 | $ 500,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 5,289,136 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 5,289 | ||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||||
Debt Instrument, Maturity Date, Description | the earlier of the closing of the IPO, or January 1, 2017 |
Commitments and Contingencies44
Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2,018 | $ 151,296 |
2,019 | 66,990 |
Lease Obligation | $ 218,286 |
Commitments and Contingencies45
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 08, 2018 | |
Operating Leases, Rent Expense | $ 124,629 | $ 10,389 | ||
Earn Out Liabilities, Current | $ 310,000 | |||
Subsequent Event [Member] | ||||
Estimated Litigation Liability | $ 250,000 | |||
Office and Production Space [Member] | ||||
Lease Expiration Date | Jun. 30, 2019 | |||
Office Space [Member] | ||||
Lease Expiration Date | Sep. 30, 2018 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jan. 04, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Subject to Options, Balance beginning | 200,000 | 200,000 | 0 |
Number of Shares Subject to Options, Granted | 525,000 | 200,000 | |
Number of Shares Subject to Options, Exercised | 0 | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | 0 | |
Number of Shares Subject to Options, Balance ending | 725,000 | 200,000 | |
Number of Shares Subject to Options, Exercisable | 358,333 | ||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 4.50 | $ 4.50 | $ 0 |
Weighted-Average Exercise Price Per Share, Granted | 2.64 | 4.50 | |
Weighted-Average Exercise Price Per Share, Exercised | 0 | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | 3.15 | $ 4.50 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 3.01 | ||
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Subject to Options, Balance beginning | 222,230 | 222,230 | 0 |
Number of Shares Subject to Options, Granted | 2,017,344 | 222,230 | |
Number of Shares Subject to Options, Exercised | 0 | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | 0 | |
Number of Shares Subject to Options, Balance ending | 2,239,574 | 222,230 | |
Number of Shares Subject to Options, Exercisable | 565,813 | ||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 7.43 | $ 7.43 | $ 0 |
Weighted-Average Exercise Price Per Share, Granted | $ 3.74 | 2 | 7.43 |
Weighted-Average Exercise Price Per Share, Exercised | 0 | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | 2.54 | $ 7.43 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 5.53 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 943,998 | $ 2,645,573 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 943,998 | 2,645,573 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 626,097 | 50,573 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 169,401 | 0 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 148,500 | $ 2,595,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | May 15, 2017 | Mar. 10, 2017 | Feb. 01, 2017 | Jan. 04, 2017 | Dec. 17, 2017 | Aug. 31, 2017 | Aug. 29, 2017 | Jul. 31, 2017 | Dec. 19, 2016 | Aug. 31, 2016 | Nov. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2017 |
Stock Issued During Period, Shares, New Issues | 1,500,000 | 1,478,761 | 390,000 | ||||||||||||
Share-based Compensation | $ 169,401 | $ 943,998 | $ 2,645,573 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 564,184 | $ 313,753 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||||||
DC Consulting [Member] | |||||||||||||||
Share-based Compensation | $ 148,000 | ||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 150,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,017,344 | 222,230 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.74 | $ 2 | $ 7.43 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 181,920 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||
World Wide Holdings [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 364,326 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vests one third of the shares on the one year anniversary of the grant date and one third annually thereafter | ||||||||||||||
Chief Marketing Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 100,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.30 | $ 3.55 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 53,306 | $ 247,882 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | 5 years | |||||||||||||
Board and Employee [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 513,761 | ||||||||||||||
Shares Issued, Price Per Share | $ 1.09 | ||||||||||||||
Robert Mazzeo [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 125,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.50 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 77,500 | ||||||||||||||
Equity Incentive Plan 2016 [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.56 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 497,840 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 390,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 965,000 | 1.25 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | ||||||||||||||
Shares Issued, Price Per Share | $ 1.25 | ||||||||||||||
Common Stock Value Authorized To Issue | $ 2,500,000 | ||||||||||||||
Share Price | $ 1 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (11,978,563) | $ (4,159,394) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 10,679,898 | 5,520,801 |
Net loss per share, basic and diluted | $ (1.12) | $ (0.75) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,964,574 | 422,230 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,239,574 | 222,230 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 725,000 | 200,000 |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Warrants [Member] | Minimum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.50 |
Warrants [Member] | Maximum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 7.43 |
Stock options [Member] | Minimum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 1.30 |
Stock options [Member] | Maximum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Domestic | $ (11,290,457) | $ (4,915,041) |
Foreign | 0 | 0 |
Loss before benefit from income taxes | $ (11,290,457) | $ (4,915,041) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax expense: | ||
U.S. Federal | $ 0 | $ 0 |
U.S. State | 7,696 | 0 |
Total current | 7,696 | 0 |
Deferred: | ||
U.S. Federal | 617,310 | (647,889) |
U.S. State | 63,100 | (107,758) |
Total deferred | 680,443 | (755,647) |
Total expense (benefit) from income taxes | $ 688,106 | $ (755,647) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected provision at statutory federal rate | $ (3,838,755) | $ (1,671,113) |
State tax-net of federal benefit | 70,763 | (71,120) |
Change in valuation allowance | 2,161,264 | 915,172 |
IPO related costs | 0 | 54,313 |
Rate Change | 1,434,079 | 0 |
Goodwill Impairment | 751,433 | 0 |
Other | 109,290 | 17,101 |
Total (benefit) from income taxes | $ 688,106 | $ (755,647) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 2,145,809 | $ 456,551 |
Accruals | 0 | 16,587 |
Share based compensation | 272,645 | 19,913 |
Start-up costs | 248,348 | 382,648 |
Fixed assets | 8,206 | 0 |
Intangibles | 370,681 | 0 |
Other | 32 | 51 |
Gross deferred tax assets | 3,045,721 | 875,750 |
Valuation allowance | (3,045,721) | (175,644) |
Net deferred tax assets | 0 | 700,106 |
Fixed assets | 0 | (9,352) |
Intangibles | 0 | (690,754) |
Other | (23,942) | 0 |
Deferred tax liability | (23,942) | (700,106) |
Net deferred tax liability | $ (23,942) | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit) | $ (688,106) | $ 755,647 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Operating Loss Carryforwards, Expiration Period | 2031 through 2037 | ||
Deferred Tax Assets, Valuation Allowance | $ 3,045,721 | 175,644 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,800,000 | 40,384 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 751,433 | 0 | |
Scenario, Plan [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards | 7,800,000 | 1,200,000 | |
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards | $ 6,900,000 | $ 1,200,000 |
Related Party (Details Textual)
Related Party (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Proceeds from Notes Payable | $ 300,000 | $ 0 | |
Notes Payable, Related Parties, Noncurrent | $ 877,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Apr. 10, 2018 | Mar. 08, 2018 | Jan. 09, 2018 | Mar. 31, 2018 | Mar. 16, 2018 | Feb. 22, 2018 | Jan. 31, 2018 | Aug. 31, 2017 | Aug. 29, 2017 | Aug. 31, 2016 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Proceeds from Issuance Initial Public Offering | $ 0 | $ 8,901,188 | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | 1,478,761 | 390,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||
Proceeds from Issuance of Common Stock | $ 2,012,500 | $ 0 | |||||||||||
Description of Condition to Maintain Minimum Bid Price | To regain compliance, the Companys common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by August 21, 2018, the Company may be eligible for an additional period of 180 days within which to regain compliance. | ||||||||||||
Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,222,308 | ||||||||||||
Chief Financial Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||
Scenario, Forecast [Member] | |||||||||||||
Due to Affiliate | $ 300,000 | ||||||||||||
Notes Payable Related Party Interest Rate | 12.00% | ||||||||||||
Joseph Gamberale [Member] | Scenario, Forecast [Member] | |||||||||||||
Due to Affiliate | $ 150,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 30,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.90 | ||||||||||||
Underwriting Agreement, Discount from Offering Price | 7.00% | ||||||||||||
Class of Warrant, Term of Warrants | 5 years | ||||||||||||
Proceeds from Issuance of Common Stock | $ 2,150,000 | ||||||||||||
Minimum Bid Price Per Share | $ 1 | ||||||||||||
Minimum Bid Price Requirement Description | Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Companys common stock for the 30 consecutive business days prior to the date of the Notification Letter | ||||||||||||
Proceed To Be Received to Settle Litigation Payments | 1,520,000 | ||||||||||||
Loss Contingency, Damages Sought, Value | 1,550,000 | ||||||||||||
Estimated Litigation Liability | 250,000 | ||||||||||||
Payments for Legal Settlements | $ 137,761 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,935,000 | ||||||||||||
Shares Issued, Price Per Share | $ 1 | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,935,000 | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 0 | ||||||||||||
Subsequent Event [Member] | Stock Option Award [Member] | Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.53 | ||||||||||||
Subsequent Event [Member] | President [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 0 | ||||||||||||
IPO [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | ||||||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 290,250 | ||||||||||||
Description of Duration of Option Granted to Underwriters | 45-day option | ||||||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 322,500 | ||||||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 290,250 |