Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Allied Esports Entertainment, Inc. | |
Entity Central Index Key | 0001708341 | |
Document Type | 10-Q | |
Trading Symbol | AESE | |
Security 12b title | Common Stock | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,176,146 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Transition Period | false | |
Interactive data current | Yes | |
State of incorporation | DE | |
Entity file number | 001-38226 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 9,355,496 | $ 10,471,296 |
Restricted cash | 4,950,000 | 0 |
Accounts receivable | 2,446,427 | 1,533,235 |
Prepaid expenses and other current assets | 1,706,102 | 711,889 |
Total current assets | 18,458,025 | 12,716,420 |
Property and equipment, net | 19,918,061 | 21,020,097 |
Goodwill | 4,083,621 | 4,083,621 |
Intangible assets, net | 15,459,080 | 17,234,992 |
Deposits | 712,463 | 632,963 |
Deferred production costs | 11,204,843 | 9,058,844 |
Investments | 4,638,631 | 500,000 |
Total Assets | 74,474,724 | 65,246,937 |
Current liabilities: | ||
Accounts payable | 1,285,149 | 1,072,499 |
Accrued expenses and other current liabilities | 3,474,902 | 2,442,145 |
Deferred Revenue | 3,153,197 | 3,307,843 |
Convertible debt, net of discount | 12,785,519 | 0 |
Convertible debt, related party, net of discount | 983,501 | 0 |
Accrued interest on convertible debt | 1,462,173 | 0 |
Due to Former Parent | 0 | 33,019,510 |
Total current liabilities | 23,144,441 | 39,841,997 |
Deferred Rent | 1,558,958 | 1,383,644 |
Total liabilities | 24,703,399 | 41,225,641 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 35,000,000 shares authorized, 23,176,146 and 11,602,754 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 2,317 | 1,160 |
Additional paid in capital | 161,042,278 | 124,361,130 |
Accumulated Deficit | (111,398,765) | (100,479,855) |
Accumulated other comprehensive income | 125,495 | 138,861 |
Total Stockholders' Equity | 49,771,325 | 24,021,296 |
Total Liabilities and Stockholders' Equity | $ 74,474,724 | $ 65,246,937 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, issued (in shares) | 23,176,146 | 11,602,754 |
Common stock, outstanding (in shares) | 23,176,146 | 11,602,754 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 |
Costs and expense | ||||
Online operating expenses | 172,879 | 129,770 | 489,269 | 1,541,789 |
Selling and marketing expenses | 705,714 | 302,508 | 2,644,645 | 3,143,563 |
General and administrative expenses | 4,711,692 | 3,871,179 | 13,378,166 | 12,364,722 |
Depreciation and amortization | 1,716,103 | 1,892,665 | 5,133,947 | 5,228,709 |
Impairment expense | 0 | 3,252,545 | 600,000 | 7,590,205 |
Total costs and expenses | 9,859,144 | 11,897,039 | 30,031,086 | 37,798,776 |
Loss from operations | (3,817,603) | (6,416,798) | (10,416,151) | (22,599,480) |
Other (Expense) Income | ||||
Other income | 15,684 | 102,613 | 15,684 | 115,508 |
Interest expense | (451,553) | (564,358) | (518,443) | (1,877,616) |
Foreign currency exchange income (loss) | 0 | 113,916 | 0 | (15,394) |
Total other expense | (435,869) | (347,829) | (502,759) | (1,777,502) |
Net Loss | (4,253,472) | (6,764,627) | (10,918,910) | (24,376,982) |
Net loss attributable to non-controlling interest | 0 | (76,525) | 0 | (403,627) |
Net loss attributable to Allied Esports Entertainment, Inc. | $ (4,253,472) | $ (6,688,102) | $ (10,918,910) | $ (23,973,355) |
Basic and diluted net loss per common share | $ (0.24) | $ (0.58) | $ (0.79) | $ (2.07) |
Weighted average shares outstanding, basic and diluted | 18,098,797 | 11,602,754 | 13,791,896 | 11,602,754 |
In-person [Member] | ||||
Total revenue | $ 2,586,965 | $ 2,202,443 | $ 8,887,366 | $ 6,068,081 |
Costs and expense | ||||
Costs of product and services (exclusive of depreciation and amortization) | 1,196,572 | 975,254 | 2,901,220 | 3,992,607 |
Multiplatform Content [Member] | ||||
Total revenue | 1,031,383 | 949,345 | 3,540,373 | 2,121,645 |
Costs and expense | ||||
Costs of product and services (exclusive of depreciation and amortization) | 786,706 | 860,332 | 2,907,827 | 2,033,834 |
Interactive Product [Member] | ||||
Total revenue | 2,423,193 | 2,328,453 | 7,187,196 | 7,009,570 |
Costs and expense | ||||
Costs of product and services (exclusive of depreciation and amortization) | $ 569,478 | $ 612,786 | $ 1,976,012 | $ 1,903,347 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Supplemental Statement) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Net Loss | $ (4,253,472) | $ (6,764,627) | $ (10,918,910) | $ (24,376,982) |
Other comprehensive (loss) gain: | ||||
Foreign currency translation adjustments | (21,083) | 253,814 | (13,366) | 70,787 |
Total comprehensive loss | (4,274,555) | (6,510,813) | (10,932,276) | (24,306,195) |
Less: Net loss attributable to non-controlling interest | 0 | (76,525) | 0 | (403,627) |
Comprehensive loss attributable to non-controlling interests | $ (4,274,555) | $ (6,434,288) | $ (10,932,276) | $ (23,902,568) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 11,602,754 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 1,160 | $ 82,622,222 | $ (149,250) | $ 0 | $ (69,863,757) | $ 12,610,375 |
Net loss | (136,156) | (6,175,136) | (6,311,292) | |||
Acquisition of ESA | 712,854 | 712,854 | ||||
Other comprehensive income (loss) | (225,992) | (225,992) | ||||
Net contributions from Parents | (779,000) | (779,000) | ||||
Ending balance, shares at Mar. 31, 2018 | 11,602,754 | |||||
Ending balance, value at Mar. 31, 2018 | $ 1,160 | 81,843,222 | (375,242) | (576,698) | (76,038,893) | 6,006,945 |
Beginning balance, shares at Dec. 31, 2017 | 11,602,754 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 1,160 | 82,622,222 | (149,250) | 0 | (69,863,757) | 12,610,375 |
Net loss | (17,612,354) | |||||
Ending balance, shares at Jun. 30, 2018 | 11,602,754 | |||||
Ending balance, value at Jun. 30, 2018 | $ 1,160 | 81,843,222 | (332,277) | 385,752 | (87,149,009) | (5,251,152) |
Beginning balance, shares at Dec. 31, 2017 | 11,602,754 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 1,160 | 82,622,222 | (149,250) | 0 | (69,863,757) | 12,610,375 |
Net loss | (23,973,355) | |||||
Ending balance, shares at Sep. 30, 2018 | 11,602,754 | |||||
Ending balance, value at Sep. 30, 2018 | $ 1,160 | 81,843,222 | (78,463) | (93,837,112) | (12,071,193) | |
Beginning balance, shares at Mar. 31, 2018 | 11,602,754 | |||||
Beginning balance, value at Mar. 31, 2018 | $ 1,160 | 81,843,222 | (375,242) | (576,698) | (76,038,893) | 6,006,945 |
Net loss | (190,946) | (11,110,116) | (11,301,062) | |||
Other comprehensive income (loss) | 42,965 | 42,965 | ||||
Ending balance, shares at Jun. 30, 2018 | 11,602,754 | |||||
Ending balance, value at Jun. 30, 2018 | $ 1,160 | 81,843,222 | (332,277) | 385,752 | (87,149,009) | (5,251,152) |
Net loss | (76,525) | (6,688,103) | (6,688,102) | |||
Other comprehensive income (loss) | 253,814 | 253,814 | ||||
Deconsolidation of ESA | $ (309,227) | (309,227) | ||||
Ending balance, shares at Sep. 30, 2018 | 11,602,754 | |||||
Ending balance, value at Sep. 30, 2018 | $ 1,160 | 81,843,222 | (78,463) | (93,837,112) | (12,071,193) | |
Beginning balance, shares at Dec. 31, 2018 | 11,602,754 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 1,160 | 124,361,130 | 138,861 | (100,479,855) | 24,021,296 | |
Net loss | (3,854,152) | (3,854,152) | ||||
Other comprehensive income (loss) | (3,082) | (3,082) | ||||
Ending balance, shares at Mar. 31, 2019 | 11,602,754 | |||||
Ending balance, value at Mar. 31, 2019 | $ 1,160 | 124,361,130 | 135,779 | (104,334,007) | 20,164,062 | |
Beginning balance, shares at Dec. 31, 2018 | 11,602,754 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 1,160 | 124,361,130 | 138,861 | (100,479,855) | 24,021,296 | |
Net loss | (10,918,910) | |||||
Ending balance, shares at Sep. 30, 2019 | 23,176,146 | |||||
Ending balance, value at Sep. 30, 2019 | $ 2,317 | 161,042,278 | 125,495 | (111,398,765) | 49,771,325 | |
Beginning balance, shares at Mar. 31, 2019 | 11,602,754 | |||||
Beginning balance, value at Mar. 31, 2019 | $ 1,160 | 124,361,130 | 135,779 | (104,334,007) | 20,164,062 | |
Net loss | (2,811,286) | (2,811,286) | ||||
Other comprehensive income (loss) | 10,799 | 10,799 | ||||
Ending balance, shares at Jun. 30, 2019 | 11,602,754 | |||||
Ending balance, value at Jun. 30, 2019 | $ 1,160 | 124,361,130 | 146,578 | (107,145,293) | 17,363,575 | |
Net loss | (4,253,472) | (4,253,472) | ||||
Other comprehensive income (loss) | (21,083) | (21,083) | ||||
Effect of reverse merger, shares | 11,492,999 | |||||
Effect of reverse merger, value | $ 1,149 | 36,395,355 | 36,396,504 | |||
Warrants issued to convertible debt holders | 114,804 | 114,804 | ||||
Contingent consideration for convertible debt holders | 152,590 | 152,590 | ||||
Restricted Stock, shares | 80,393 | |||||
Restricted Stock, value | $ 8 | (8) | ||||
Stock-based compensation, stock options | 5,940 | 5,940 | ||||
Stock-based compensation, restricted stock | 12,467 | 12,467 | ||||
Ending balance, shares at Sep. 30, 2019 | 23,176,146 | |||||
Ending balance, value at Sep. 30, 2019 | $ 2,317 | $ 161,042,278 | $ 125,495 | $ (111,398,765) | $ 49,771,325 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,918,910) | $ (24,376,982) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 18,407 | (779,000) |
Amortization of debt discount | 36,414 | 0 |
Bad debt expense | 115,726 | 79,414 |
Depreciation and amortization | 5,133,947 | 5,228,709 |
Realized loss on equity method investment | 0 | 151,881 |
Subsidary impairment/loss during consolidation period | 0 | 1,838,739 |
Impairment / loss on deconsolidation of subsidary | 0 | 7,438,324 |
Impairment expense | 600,000 | 0 |
Write-off of capitalized software costs | 0 | 648,563 |
Deferred Rent | 175,314 | (147,605) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,029,096) | (593,675) |
Deposits | (79,500) | 19,397 |
Deferred Production costs | (2,145,999) | (4,108,748) |
Prepaid expenses and other current assets | (227,324) | (179,247) |
Accounts payable | (642,686) | 367,956 |
Accrued expenses | 898,157 | 576,731 |
Accrued interest on convertible debt | 469,296 | 0 |
Accrued interest on notes payable to Former Parent | 0 | 1,787,527 |
Deferred Revenue | (154,646) | 815,568 |
Total adjustments | 3,168,010 | 13,144,534 |
Net cash used in operating activities | (7,750,900) | (11,232,448) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash acquired in Merger | 14,941,683 | 0 |
Investment in TV Azteca | (3,500,000) | 0 |
Investment in ESA | (1,238,631) | (5,851,858) |
Purchases of property and equipment | (2,173,200) | (16,834,824) |
Purchases of intangible assets | (99,822) | (38,334) |
Net cash provided by (used in) investing activities | 7,930,030 | (22,725,016) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 0 | 5,000,000 |
Proceeds from convertible debt | 3,000,000 | 0 |
Proceeds from convertible debt, related party | 1,000,000 | 0 |
Proceeds from notes payable to Parent | 0 | 11,174,913 |
Due to Former Parent | (346,804) | 14,269,373 |
Net cash provided by financing activities | 3,653,196 | 30,444,286 |
Effect of exchange rate changes on cash | 1,874 | (36,872) |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 3,834,200 | (3,550,050) |
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD | 10,471,296 | 13,610,138 |
CASH AND RESTRICTED CASH AT END OF PERIOD | 14,305,496 | 10,060,088 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid during period for interest | 0 | 46,466 |
NON-CASH INVESTING AND FINANCE ACTIVITIES: | ||
Non cash investment in ESA | 0 | 5,610,085 |
Due to Former Parent satisfied by issuance of common stock in connection with Merger | 18,179,745 | 0 |
Convertible debt and related interest assumed in Merger | 10,992,877 | 0 |
Warrants granted to convertible debt holders in connection with Merger | 114,804 | 0 |
Contingent consideration for convertible debt holders in connection with Merger | $ 152,590 | $ 0 |
CASH RECONCILIATION
CASH RECONCILIATION - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||||
Cash | $ 9,355,496 | $ 10,060,088 | ||
Restricted cash | 4,950,000 | $ 0 | 0 | |
Total cash and restricted cash | $ 14,305,496 | $ 10,471,296 | $ 10,060,088 | $ 13,610,138 |
1. Background and Basis of Pres
1. Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | Note 1 – Background and Basis of Presentation Allied Esports Entertainment Inc., (“AESE” and formerly known as Black Ridge Acquisition Corp, or “BRAC”) was incorporated in Delaware on May 9, 2017 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Allied Esports Media, Inc. (“AEM”), a Delaware corporation, was formed in November 2018 to act as a holding company for Allied Esports International Inc. (“Allied Esports”) and immediately prior to close of the Merger (see below) to also include Noble Link Global Limited (“Noble Link”). Allied Esports, together with its subsidiaries described below owns and operates the esports-related businesses of AESE. Noble Link (prior to the AEM Merger) and its wholly owned subsidiaries Peerless Media Limited, Club Services, Inc. and WPT Enterprises, Inc. operate the poker-related business of AESE and are collectively referred to herein as “World Poker Tour” or “WPT”. Prior to the Merger, as described below, Noble Link and Allied Esports were subsidiaries of Ourgame International Holdings Limited (the “Former Parent”). On December 19, 2018, BRAC, Noble Link and AEM executed an Agreement and Plan of Reorganization (as amended from time to time, the “Merger Agreement”). On August 9, 2019 (the “Closing Date”), Noble Link was merged with and into AEM, with AEM being the surviving entity, which was accounted for as a common control merger (the “AEM Merger”). Further, on August 9, 2019, a subsidiary of AESE merged with AEM pursuant to the Merger Agreement with AEM being the surviving entity (the “Merger”). The Merger was accounted for as a reverse recapitalization, and AEM is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these condensed consolidated financial statements prior to the Merger are those of Allied Esports and WPT. The preferred stock, common stock, additional paid in capital and earnings per share amount in these condensed consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued to the Former Parent as a result of the Merger. References herein to the “Company” are to the combination of AEM and WPT during the period prior to the AEM Merger and are to AESE and subsidiaries after the Merger. Allied Esports operates through its wholly owned subsidiaries Allied Esports International, Inc., (“AEII”), Esports Arena Las Vegas, LLC (“ESALV”) and ELC Gaming GMBH (“ELC Gaming”). AEII operates global competitive esports properties designed to connect players and fans via a network of connected arenas. ESALV operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. ELC Gaming operates a mobile esports truck that serves as both a battleground and content generation hub and also operates a studio for recording and streaming gaming events. World Poker Tour is an internationally televised gaming and entertainment company with brand presence in land-based tournaments, television, online and mobile applications. WPT has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. WPT has broadcasted globally in more than 150 countries and territories and its shows are sponsored by established brands in many areas, including watches, crystal, playing cards and online social poker operators. WPT also operates ClubWPT.com, a subscription-based site that offers its members inside access to the WPT content database, as well as sweepstakes-based poker product that allows members to play for real cash and prizes in 36 states and territories across the United States and 4 foreign countries. WPT also participates in strategic brand licensing, partnership, and sponsorship opportunities. |
2. Going Concern and Management
2. Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | Note 2 - Going Concern and Management’s Plans As of September 30, 2019, we had cash and a working capital deficit of approximately $9.4 million (not including approximately $5.0 million of restricted cash) and $4.7 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company incurred net losses of approximately $10.9 million and $24.4 million, respectively, and used cash in operations of approximately $7.8 million and $11.2 million, respectively. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation is dependent upon attaining and maintaining profitable operations and, until that time, raising additional capital as needed, but there can be no assurance that it will be able to close on sufficient financing. The Company’s ability to generate positive cash flow from operations is dependent upon generating sufficient revenues. To date, the Company’s operations have been funded by the Former Parent and through the issuance of debt. The Company cannot provide any assurances that it will be able to secure additional funding, either from equity offerings or debt financings on terms acceptable to the Company, if at all. If the Company is unable to obtain the requisite amount of financing needed to fund its planned operations, it would have a material adverse effect on its business and ability to continue as a going concern, and it may have to curtail, or even cease, certain operations. |
3. Significant Accounting Polic
3. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies There are no material changes from the significant accounting policies set forth in Note 3 – Significant Accounting Policies of the Company’s accompanying notes to the audited combined financial statements of Allied Esports and WPT for the year ended December 31, 2018, as presented in the Company’s Form 8k filed on August 15, 2019, except for the following accounting policies. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual combined financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with the audited combined financial statements of Allied Esports and WPT for the years ended December 31, 2018 and 2017, included in the Report on Form 8-K filed with the SEC on August 15, 2019. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full year ending December 31, 2019 or any other period. These unaudited condensed consolidated financial statements have been derived from the accounting records of AESE, WPT and Allied Esports and should be read in conjunction with the accompanying notes thereto. Intangible Assets and Goodwill Intangible assets are comprised of goodwill, intellectual property, customer relationships, trademarks, and trade names. Intangible assets with definite lives are amortized on a straight-line basis over the shorter of their estimate useful lives, ranging from two to ten years, or their contract periods, if applicable. Intangible assets with indefinite lives are not amortized but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to AESE common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Three and Nine Months Ended 2019 2018 Options 400,000 – Warrants 18,637,003 3,800,000 Convertible Debt 1,647,058 – Equity Purchase Options 600,000 600,000 21,284,061 4,400,000 Revenue Recognition On January 1, 2019, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. The Company recognizes revenue primarily from the following sources: In-person revenue The Company’s in-person revenue is comprised of event revenue, merchandising revenue and other revenue. Event revenue is generated through World Poker Tour events – TV, non-TV, and DeepStacks Entertainment, LLC and DeepStacks Poker Tour, LLC (collectively “DeepStacks”) events – held at the Company’s partner casinos as well as Allied Esports events held at the Company’s esports properties. Event revenue is generated from the use of the WPT brand by partner casinos, from naming rights for the HyperX Esports Arena Las Vegas and from sponsorship arrangements for Allied Esports events held at the Las Vegas arena. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. The Company recognizes event revenue related to the use of the WPT brand by partner casinos at the time of the WPT-branded event. Event revenues from naming rights of the Company’s esports arena are recognized on a straight-line basis over the contractual term of the naming rights agreement. Event revenues from sponsorship arrangements for Allied Esports events are recognized on a straight-line basis over the duration of the event, usually three to four days. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer. The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed. In-person revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: In-person revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Other revenue – – 119 737 Total in-person revenue $ 2,586,965 $ 2,202,443 $ 8,887,366 $ 6,068,081 To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation. Multiplatform content revenue The Company’s multiplatform content revenue is comprised of distribution revenue, sponsorship revenue, music royalty revenue and online advertising revenue. Distribution revenue is generated primarily through the distribution of content from World Poker Tour’s library. World Poker Tour provides video content to global television networks, who then have the right to air the content over the related license period. Revenue from the distribution of video content to television networks is received pursuant to the contract payment terms and is recognized over the license period on a pro rata basis. Occasionally, WPT will bundle third-party content with its own content in a distribution arrangement and will share the revenue with the third party. However, the revenues related to third party content are de minimis. The Company also distributes video content to online channels. Both the global television networks and the online channels place ads within the WPT content and any advertising revenue earned by the global TV network or online channel is shared with WPT. Advertising revenue is received on a lag, based upon the number of times an advertisement is aired during the previous month, and is recognized during the period that the ad aired on the network or online channel. Sponsorship revenue is generated through the sponsorship of the Company’s TV content, online events and online streams. Online advertising revenue is generated from third-party advertisements placed on the Company’s website. Music royalty revenue is generated when the Company’s music is played in the Company’s TV series both on TV networks and online. The Company recognizes distribution revenue and sponsorship revenue pursuant to the terms of each individual contract with the customer and records deferred revenue to the extent the Company has received a payment for services that have yet to be performed or products that have yet to be delivered. Music royalty revenue is recognized at the point in time when the music is played. Multiplatform content revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: Multiplatform content revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Distribution revenue $ 282,508 280,708 $ 1,069,328 $ 516,874 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Total multiplatform content revenue $ 1,031,383 $ 949,345 $ 3,540,373 $ 2,121,645 Interactive revenue The Company’s interactive revenue is primarily comprised of subscription revenue, licensing, social gaming and virtual product revenue. Subscription revenue is generated through fixed rate (monthly, quarterly, annual) subscriptions which offer the opportunity for subscribers to play unlimited poker and access benefits not available to non-subscribers. The Company recognizes subscription revenue on a straight-line basis and records deferred revenue to the extent the Company receives payments for services that have yet to be provided. The Company recognizes social gaming revenue and virtual product revenue at the point when the product has been delivered. The Company generates licensing revenue by licensing the right to use the Company’s brand on products to third parties. Licensing revenue is recognized pursuant to the terms of each individual contract with the customer and deferred revenue is recorded to the extent the Company has received a payment for products that have yet to be delivered. Interactive revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: Interactive revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Subscription revenue $ 1,313,217 $ 1,272,077 $ 3,745,622 $ 3,751,379 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Licensing revenue 16,872 – 198,481 50,398 Other revenue 15,376 – 72,259 72,887 Total interactive revenue $ 2,423,193 $ 2,328,453 $ 7,187,196 $ 7,009,570 The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues Recognized at a Point in Time: Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Distribution revenue 282,508 280,708 1,069,328 516,874 Other revenue 15,376 – 72,378 73,624 Total Revenues Recognized at a Point in Time 4,711,452 4,208,164 15,670,832 11,397,519 Revenues Recognized Over a Period of Time: Licensing revenue 16,872 – 198,481 50,398 Subscription revenue 1,313,217 1,272,077 3,745,622 3,751,379 Total Revenues Recognized Over a Period of Time 1,330,089 1,272,077 3,944,103 3,801,777 Total Revenues $ 6,041,541 $ 5,480,241 $ 19,614,935 $ 15,199,296 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2019, there remained $38,245 of contract liabilities which were included within deferred revenue on the combined balance sheet as of December 31, 2018, and for which performance obligations had not yet been satisfied as of September 30, 2019. The Company expects to satisfy its remaining performance obligations within the next twelve months. During the three and nine months ended September 30, 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Reclassification Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company will be required to adopt the provisions of this ASU on January 1, 2020, with early adoption permitted for certain amendments. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The Company is currently evaluating Topic 326, including its potential impact to its process and controls. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard for private companies and emerging growth public companies is effective for fiscal years beginning after December 15, 2018. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2019. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its combined financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for private companies and emerging growth public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its combined financial statements. In March 2019, the FASB issued ASU 2019-02, which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. This ASU must be adopted on a prospective basis and is effective for annual periods beginning after December 15, 2020, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its consolidated financial statements. |
4. Reverse Merger and Recapital
4. Reverse Merger and Recapitalization | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Reverse Merger and Recapitalization | Note 4 – Reverse Merger and Recapitalization As described in Note 1 – Background and Basis of Presentation above, on the Closing Date, the AEM Merger and the Merger took place. All of AEM capital stock outstanding immediately prior to the merger was exchanged for (i) 11,602,754 shares of AESE common stock, (ii) warrants for the purchase of 3,800,003 shares of AESE common stock with an exercise price of $11.50 per share, and (iii) 3,846,153 contingent shares to be issued if the last exchange-reported sales price of AESE common stock equals or exceeds $13.00 per share for any thirty consecutive days during the five year period commencing on the Closing Date. On the Closing Date, pursuant to the Merger Agreement, in order to extinguish amounts owed to the Former Parent by WPT and Allied Esports in the aggregate amount of $32,672,622, AESE (i) repaid $3,500,000 of the amount due to the Former Parent in cash, (ii) assumed $10,000,000 principal of the convertible debt obligations of the Former Parent plus $992,877 of related accrued interest, (iii) issued 2,928,679 shares of the Company’s common stock to the Former Parent with no limitations or encumbrances on sale and (iii) transferred 600,000 shares of the Company’s common stock to the Former Parent which will be subject to a lockup period for one year from the Closing Date. In connection with the Merger, the Company issued an aggregate of 11,492,999 shares of common stock, including 3,528,679 shares issued in satisfaction of amount owed to the Former Parent as described above, and 7,964,320 shares of common stock issued to BRAC shareholders prior to the Merger, but which are deemed to be issued by the Company on the Closing Date as a result of the reverse recapitalization. |
5. Investments
5. Investments | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 5 – Investments The Company’s investments consist of the following: September 30, December 31, (unaudited) Investment in ESA $ 1,138,631 $ 500,000 TV Azteca Investment 3,500,000 – $ 4,638,631 $ 500,000 As of September 30, 2019, the Company owns a 25% non-voting membership interest in Esports Arena, LLC (“ESA”) and ESA’s wholly owned subsidiary. The investment is accounted for as a cost method investment, since the Company does not have the ability to exercise significant influence over the operating and financial policies of ESA. During January 2019, the Company contributed $1,238,631 to ESA, in order to fulfill the remainder of its funding commitment to ESA. The Company recognized an immediate impairment of $600,000 related to this funding. In August 2019, the Company paid $3,500,000 to TV Azteca, S.A.B. DE C.V., a Grupo Salinas company (“TV Azteca”), in connection with a Strategic Investment Agreement with TV Azteca in order to expand the Allied Esports brand into Mexico. See Note 11 – Commitments and Contingencies, Investment Agreements for additional details. |
6. Deferred Production Costs
6. Deferred Production Costs | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Production Costs | |
Deferred Production Costs | Note 6 – Deferred Production Costs Deferred production costs consist of the following: September 30, December 31, 2019 2018 Deferred production costs $ 27,975,552 23,604,111 Less: accumulated amortization (16,770,709 ) (14,545,267 ) Deferred production costs, net $ 11,204,843 $ 9,058,844 Weighted average remaining amortization period at September 30, 2019 (in years) 3.80 During the nine months ended September 30, 2019 and 2018, production costs of $2,225,442 and $1,307,069 respectively, were expensed and are reflected in multiplatform content costs in the condensed consolidated statements of operations. |
7. Accrued Expenses and Other C
7. Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2019 2018 Compensation expense $ 1,087,557 $ 1,218,455 Taxes 205,121 981 Rent 53,561 58,781 Revenue sharing obligations 380,677 122,928 Event costs 107,753 61,740 Production costs 143,707 15,329 Unclaimed player prizes 420,993 380,120 Other accrued expenses 1,025,223 395,441 Other current liabilities 50,310 188,370 $ 3,474,902 $ 2,442,145 |
8. Convertible Debt and Convert
8. Convertible Debt and Convertible Debt, Related Party | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Convertible Debt, Related Party | Note 8 – Convertible Debt and Convertible Debt, Related Party On May 15, 2019, Noble Link issued a series of secured convertible promissory notes (the “Noble Link Notes”) whereby investors provided Noble Link with $4 million to be used for the operations of Allied Esports and WPT, of which one Noble Link Note in the amount of $1 million was issued to the wife of a related party who formerly served as co-CEO of the Former Parent and a Director of Noble Link. Pursuant to the original terms of the Noble Link Notes, the Noble Link Notes accrued annual interest at 12%; provided that no interest would payable in the event the Noble Link Notes were converted into AESE common stock, as described below. The Noble Link Notes were due and payable on the first to occur of (i) the one-year anniversary of the issuance date, or (ii) the date on which a demand for payment was made during the time period beginning on the Closing Date and ending on the date that was three (3) months after the Closing Date. As security for purchasing the Noble Link Notes, the investors received a security interest in Allied Esports’ assets (second to any liens held by the landlord of the Las Vegas arena for property located in that arena), as well as a pledge of the equity of all of the entities comprising WPT, and a guarantee of the Former Parent and BRAC. Upon the closing of the Merger, the Noble Link Notes were convertible, at the option of the holder, into shares of AESE common stock at $8.50 per share. On August 5, 2019, the Noble Link Notes were amended pursuant to an Amendment and Acknowledgement Agreement as described below. Pursuant to the Merger Agreement, on the Closing Date, in addition to the $4 million of Noble Link Notes, AESE assumed $10,000,000 of the convertible debt obligations of the Former Parent (the “Former Parent Notes”; see Note 4 - Reverse Merger and Recapitalization), such that the aggregate indebtedness of the Company pursuant to the Noble Link Notes and Bridge Notes (collectively, the “Notes”) is $14 million. The Notes bear interest at 12% per annum. Pursuant to the Amendment and Acknowledgement agreement discussed below, the Former Parent Notes are secured by all property and assets owned by AESE and its subsidiaries. Pursuant to an Amendment and Acknowledgement Agreement dated August 5, 2019 (the “Amendment and Acknowledgement Agreement”), the Notes were amended such that the Notes mature one year and two weeks after the closing of the Merger (the “Maturity Date”). The Notes are convertible into shares of AESE common stock at any time between the Closing Date and the Maturity Date at a conversion price of $8.50 per share. Further, the minimum interest to be paid under each Note shall be the greater of (a) 18 months of accrued interest at 12% per annum; or (b) the sum of the actual interest accrued plus 6 months of additional interest at 12% per annum. The Company recorded interest expense of $411,433 and $469,296, respectively, related to the Notes during the three and nine months ended September 30, 2019. Pursuant to the note purchase agreements entered into by the purchase of the Notes (the “Noteholders” and such agreements, the “Note Purchase Agreements”), upon the consummation of the Merger, each Noteholder received a five-year warrant to purchase their proportionate share of 532,000 shares of AESE common stock. In addition, pursuant to the Note Purchase Agreements, Noteholders are each entitled to their proportionate share of 3,846,153 shares of AESE common stock if such Noteholder’s Note is converted into AESE common stock and, at any time within five years after the date of the closing of the Mergers, the last exchange-reported sale price of AESE common stock is at or above $13.00 for thirty (30) consecutive calendar days (the “Contingent Consideration”). The relative fair value of the warrants and the Contingent Consideration of $114,804 and $152,590, respectively, was recorded as debt discount and additional paid in capital. The Company recorded amortization of debt discount of $36,414 during the three and nine months ended September 30, 2019, which is included in interest expense on the accompanying condensed consolidated statements of operations. Unamortized debt discount is $230,980 at September 30, 2019. |
9. Segment Data
9. Segment Data | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | Note 9 – Segment Data Each of the Company’s business segments offer different, but synergistic products and services, and are managed separately, by different chief operating decision makers. The Company’s business consists of three reportable segments: · Poker, gaming and entertainment, provided through WPT, including televised gaming and entertainment, land-based poker tournaments, online and mobile poker applications. · E-sports, provided through Allied Esports, including multiplayer video game competitions. · Corporate The following tables present segment information for each of the three and nine months ended September 30, 2019 and 2018: For the three months ended September 30, 2019 For the nine months ended September 30, 2019 Gaming & E-sports Corporate (1) TOTAL Gaming & E-sports Corporate (1) TOTAL Revenues $ 4,137,091 $ 1,904,450 $ – $ 6,041,541 $ 14,022,841 $ 5,592,094 $ – $ 19,614,935 Loss from Operations $ 172,502 $ 2,984,047 $ 661,054 $ 3,817,603 $ 1,069,712 $ 8,685,384 $ 661,054 $ 10,416,151 For the three months ended September 30, 2018 For the nine months ended September 30, 2018 Gaming & E-sports Corporate (1) TOTAL Gaming & E-sports Corporate (1) TOTAL Revenues $ 4,426,935 $ 1,053,306 $ – $ 5,480,241 $ 12,347,616 $ 2,851,680 $ – $ 15,199,296 Loss from Operations $ 232,220 $ 6,184,578 $ – $ 6,416,798 $ 1,926,092 $ 20,673,388 $ – $ 22,599,480 As of September 30, 2019 As of December 31, 2018 Gaming & E-sports Corporate (2) TOTAL Gaming & E-sports Corporate (2) TOTAL Total Assets $ 37,398,491 $ 22,347,135 $ 14,729,098 $ 74,474,724 $ 37,315,493 $ 27,931,444 $ – $ 65,246,937 __________________________ 1) Unallocated corporate operating losses result from general corporate overhead expenses not directly attributable to any one of the business segments. These expenses are reported separate from the Company’s identified segments and are included in General and Administrative expenses on the accompanying condensed consolidated statements of operations. 2) Unallocated corporate assets not directly attributable to any one of the business segments. |
10. Related Parties
10. Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10 – Related Parties Notes Payable to Former Parent During the nine months ended September 30, 2018, the Company received proceeds of $11,174,913 from the issuance of notes payable to the Former Parent. During November and December 2018, as part of a corporate restructuring, all outstanding notes payable to Former Parent were converted to Former Parent’s equity, and all accrued interest related to the notes payable to Former Parent was forgiven and recorded as a contribution to capital. Due to Former Parent As of December 31, 2018, amounts due to the Former Parent of $33,019,510 consisted of payments of certain operating expenses, investing activities and financing activities made on behalf of the Company by the Former Parent. There was no stated interest rate or definitive repayment terms related to this liability. The weighted average balance of advances owed to the Former Parent was $20,143,485 during the nine months ended September 30, 2018 and was $32,788,017 for the period from January 1, 2019 through August 9, 2019. On August 9, 2019, all obligations to the Former Parent in the aggregate amount of $32,672,622 were satisfied in connection with the Merger. See Note 4 – Reverse Merger and Recapitalization, for additional details. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigations, Claims, and Assessments The Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company's combined financial position, results of operations or cash flows. Employment Agreement On November 5, 2019, the Company entered into an employment agreement (the “CEO Agreement”) with the Company’s Chief Executive Officer (“CEO”). The CEO Agreement is effective as of September 20, 2019. The CEO Agreement provides for a base salary of $300,000 per annum as well as annual incentive bonuses as determined by the Board of Directors, subject to the attainment of certain objectives. The CEO Agreement provides for severance equal to the twelve months of the CEO’s base salary. In connection with the CEO agreement, the CEO also received 17,668 of the Company’s restricted common stock, with a grant date value of $100,000, which vests one year from date of issuance (See Note 12 – Equity, Restricted Stock). The employment agreement expires on August 9, 2022 and may be extended for a period up to one year upon mutual written agreement by the CEO and the Company at least thirty days prior to expiration. Consulting Agreement On August 9, 2019 the Company entered into a consulting services agreement with a related party, Black Ridge Oil & Gas, the Company’s prior sponsor (“BROG”), pursuant to which BROG will provide administration and accounting services to the Company through December 31, 2019, in exchange for consulting fees in the aggregate of $348,853. Operating Leases On March 29, 2019, AEM entered into a 167-month operating lease for approximately 25,000 square feet of space located in Irvine, California (the “New Irvine Lease”) with respect to its operations. On June 15, 2019, the New Irvine Lease was amended to reduce the leased space to approximately 15,000 square feet. On August 9, 2019 the lease was assigned to WPT. The initial base rent pursuant to the leases, as amended, is $39,832 per month, increasing to $58,495 per month over the term of the lease. The New Irvine Lease also provides for a tenant improvement allowance of up to $1,352,790. The Company’s aggregate rent expense incurred during the three and nine months ended September 30, 2019 amounted to $711,302 and $2,079,800, respectively, of which $96,278 and $288,835, respectively was capitalized into deferred production costs, $448,861 and $1,073,864, respectively, was included within in-person cost of revenues, and $166,163 and $717,102, respectively, was included within general administrative expenses on the condensed consolidated statements of operations. The Company’s aggregate rent expense incurred during the three and nine months ended September 30, 2018 amounted to $706,160 and $2,420,717, respectively, of which $96,278 and $288,835, respectively was capitalized into deferred production costs, $370,993 and $1,395,203, respectively, was included within in-person cost of revenues, and $238,889 and $736,679, respectively, was included within general administrative expenses on the condensed consolidated statements of operations. Investment Agreements In June 2019, the Company entered into an exclusive ten-year strategic investment and revenue sharing agreement (the “TV Azteca Agreement”) with TV Azteca, in order to expand the Allied Esports brand into Mexico. Pursuant to the terms of the TV Azteca Agreement, as amended, TV Azteca purchased 742,692 shares of AESE common stock for $5,000,000. In connection with the TV Azteca Agreement, AESE will provide $7,000,000 to be used for various strategic initiatives including digital channel development, facility and flagship construction in Mexico, co-production of Spanish language content, platform localization, and marketing initiatives. The Company will be entitled to various revenues generated from the investment. Currently, the Company has paid $3,500,000 with the rest of the payments as follows: · $1,500,000 payable on March 1, 2020; · $1,000,000 payable on March 1, 2021, and · $1,000,000 payable on March 1, 2022. In June 2019, the Company entered into an agreement (the “Simon Agreement”) with Simon Equity Development, LLC (“Simon”), a shareholder of the Company, pursuant to which Allied Esports will conduct a series of mobile esports gaming tournaments and events at selected Simon shopping malls and online called the Simon Cup, and will also develop esports and gaming venues at certain Simon shopping malls in the U.S. The Simon Cup will be staged in each of 2019, 2020 and 2021. In connection with the Simon Agreement, AESE placed $5,000,000 of cash into an escrow account to be utilized for various strategic initiatives including the build-out of branded esports facilities at Simon malls, and esports event programs. As of September 30, 2019, the balance in the escrow account is $4,950,000, which is shown as restricted cash on the accompanying condensed consolidated balance sheet. (See Note 13 – Subsequent Events). |
12. Stockholders' Equity
12. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' equity: | |
Stockholders' Equity | Note 12 – Stockholder’s Equity Share Purchase Agreements On November 5, 2018, Allied Esports Media Inc. sold 1,199,191 shares of restricted common stock (the “Employee Shares”), to certain employees and stakeholders of the Company, for consideration of $0.001 per share, which were exchanged for AESE common stock and warrants in connection with the recapitalization (See Note 4 - Reverse Merger and Recapitalization). Equity Incentive Plan On August 9, 2019, the Company’s Equity Incentive Plan (the “Incentive Plan”) was approved by the Company’s stockholders. The Incentive Plan is administered by the Board of Directors or a committee designated by the Board of Directors to do so. The effective date of the Incentive Plan is December 19, 2018. The Incentive Plan provides the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted common stock awards, restricted common stock unit awards, as well as other stock-based awards that are deemed to be consistent with the purposes of the plan. There are 5,000,000 shares of common stock reserved under the Incentive Plan, of which 4,519,607 shares remain available to be issued as of September 30, 2019. Stock Options On September 20, 2019 the Company issued ten-year options for the purchase of 400,000 shares of AESE common stock, with an exercise price of $5.66 per share, pursuant to the Incentive Plan. The options have a 4-year vesting term, and vest 25% on each anniversary of the date of grant. The options had an aggregate grant date fair value of $867,120, calculated using the Black-Scholes option pricing model, with the following assumptions used: Risk free interest rate 1.74% Expected term (years) 6.25 years Expected volatility 36% Expected dividends 0.0 The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The Company recorded stock-based compensation expense of $5,940 for the three and nine months ended September 30, 2019 related to stock options issued as compensation, which is included in general and administrative expense on the accompanying condensed consolidated statements of operations. As of September 30, 2019, there was $861,180 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the remaining vesting period of 3.97 years. A summary of the option activity during the nine months ended September 30, 2019 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2019 – – Granted 400,000 $ 5.66 Exercised – – Expired – – Forfeited – – Outstanding, September 30, 2019 400,000 $ 5.66 9.97 $ – Exercisable, September 30, 2019 – $ – – $ – Warrants Prior to the Closing Date, BRAC issued 14,305,000 warrants (the “BRAC Warrants”) for the purchase of the Company’s common stock at $11.50 per share in connection with BRAC’s initial public offering. These previously issued BRAC Warrants are deemed to be issued in connection with the Merger, as a result of the reverse recapitalization. As of result of the Merger, the Company issued to the former owners of Allied Esports and WPT five-year warrants to purchase an aggregate of 3,800,003 shares of common stock at a price of $11.50 per share and issued five-year warrants for the purchase of an aggregate of 532,000 shares of common stock to the Noteholders. A summary of warrant activity during the nine months ended September 30, 2019 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2018 3,800,003 $ 11.50 Issued 14,837,000 $ 11.50 Exercised – – Cancelled – – Outstanding, September 30, 2019 18,637,003 $ 11.50 4.9 $ – Exercisable, September 30, 2019 18,637,003 $ 11.50 4.9 $ – Restricted Stock On September 20, 2019 the Company issued am aggregate of 80,393 shares of restricted common stock, pursuant to the Incentive Plan, to certain members of the Board of Directors and Executives. The restricted common stock had an aggregate grant date fair value of $455,000, and vest on the one-year anniversary of the date of grant. The shares were valued at the trading price of the Company’s stock on the date of grant. The Company recorded stock-based compensation expense of $12,467 for the three and nine months ended September 30, 2019 related to restricted common stock issued as compensation, which is recorded in general and administrative expenses on the accompanying condensed consolidated statements of operations. As of September 30, 2019, there was $442,533 of unrecognized stock-based compensation expense related to the restricted stock that will be recognized over the remaining vesting period of 0.97 years. Equity Purchase Option Prior to the Closing Date, BRAC sold an option to purchase of to 600,000 units, exercisable at $11.50 per Unit, in connection with BRAC’s initial public offering (the “Equity Purchase Option”). Each Unit consisted of one and one-tenth shares of common stock and a warrant to purchase one share of common stock at $11.50 per share. Effective upon the closing of the Merger, the units converted by their terms into the shares and warrants, and the option now represents the ability to buy such securities directly (and not units). The Equity Purchase Option may be exercised on either a cash or a cashless basis, at the holder’s option, and expires on October 4, 2022. These previously issued BRAC Shares and Warrant Purchase Options are deemed to be issued in connection with the Merger, as a result of the reverse recapitalization. A summary of the Equity Purchase Option activity during the nine months ended September 30, 2019 is presented below: Number of Weighted Weighted Equity Average Average Purchase Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2019 – – Granted 600,000 $ 11.50 Exercised – – Expired – – Forfeited – – Outstanding, September 30, 2019 600,000 $ 11.50 3.0 $ – Exercisable, September 30, 2019 600,000 $ 11.50 3.0 $ – |
13. Subsequent Events
13. Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On October 22, 2019, restricted cash in the amount of $1,300,000 was released from escrow in order to fund expenses incurred in connection with the Simon Cup (see Note 11 – Commitments and Contingencies). |
14. Correction of Prior Period
14. Correction of Prior Period Net Loss Attributable to Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Prior Period Net Loss Attributable to Non-Controlling Interest | Note 14 - Correction of Prior Period Net Loss Attributable to Non-Controlling Interest Subsequent to the issuance of the Company’s Current Report on Form 8-K on August 15, 2019 (the “Report”), the Company determined that there was an error in the allocation of net loss attributable to controlling and non-controlling interests on the Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended June 30, 2018, such that the net income attributable to non-controlling interests was overstated (and net loss attributable to the Parent was understated) by approximately $2.5 million. There was no effect of this error on the Condensed Combined Balance Sheet, on the Condensed Combined Statements of Changes in Parent’s Net Investment, or on the Condensed Combined Statements of Cash Flows contained in the Report. The Company evaluated the effect of this error and determined that the error was not qualitatively significant for the period presented. The following tables summarize the impact of this error on the Condensed Combined Statements or Operations and Comprehensive Loss for the six months ended June 30, 2018: For the Six Months Ended June 30, 2018 As Previously Reported Adjustment As Restated Net Loss $ (17,612,354 ) $ – $ (17,612,354 ) Net loss attributed to non-controlling interest 2,803,922 (2,476,820 ) 327,102 Net Loss Attributable to Parent $ (14,808,432 ) $ (2,476,820 ) $ (17,285,252 ) Comprehensive Loss: Net loss $ (17,612,354 ) $ – $ (17,612,354 ) Other comprehensive loss: Foreign currency translation gain (loss) (183,027 ) – (183,027 ) Total Comprehensive Loss (17,795,381 ) – (17,795,381 ) Less: comprehensive loss attributable to non-controlling interest 2,803,922 (2,476,820 ) 327,102 Comprehensive loss attributable to Parent $ (14,991,459 ) $ (2,476,820 ) $ (17,468,279 ) |
3. Significant Accounting Pol_2
3. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual combined financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with the audited combined financial statements of Allied Esports and WPT for the years ended December 31, 2018 and 2017, included in the Report on Form 8-K filed with the SEC on August 15, 2019. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full year ending December 31, 2019 or any other period. These unaudited condensed consolidated financial statements have been derived from the accounting records of AESE, WPT and Allied Esports and should be read in conjunction with the accompanying notes thereto. |
Net income (loss) per share | Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to AESE common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Three and Nine Months Ended 2019 2018 Options 400,000 – Warrants 18,637,003 3,800,000 Convertible Debt 1,647,058 – Equity Purchase Options 600,000 600,000 21,284,061 4,400,000 |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets are comprised of goodwill, intellectual property, customer relationships, trademarks, and trade names. Intangible assets with definite lives are amortized on a straight-line basis over the shorter of their estimate useful lives, ranging from two to ten years, or their contract periods, if applicable. Intangible assets with indefinite lives are not amortized but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. The Company recognizes revenue primarily from the following sources: In-person revenue The Company’s in-person revenue is comprised of event revenue, merchandising revenue and other revenue. Event revenue is generated through World Poker Tour events – TV, non-TV, and DeepStacks Entertainment, LLC and DeepStacks Poker Tour, LLC (collectively “DeepStacks”) events – held at the Company’s partner casinos as well as Allied Esports events held at the Company’s esports properties. Event revenue is generated from the use of the WPT brand by partner casinos, from naming rights for the HyperX Esports Arena Las Vegas and from sponsorship arrangements for Allied Esports events held at the Las Vegas arena. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. The Company recognizes event revenue related to the use of the WPT brand by partner casinos at the time of the WPT-branded event. Event revenues from naming rights of the Company’s esports arena are recognized on a straight-line basis over the contractual term of the naming rights agreement. Event revenues from sponsorship arrangements for Allied Esports events are recognized on a straight-line basis over the duration of the event, usually three to four days. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer. The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed. In-person revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: In-person revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Other revenue – – 119 737 Total in-person revenue $ 2,586,965 $ 2,202,443 $ 8,887,366 $ 6,068,081 To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation. Multiplatform content revenue The Company’s multiplatform content revenue is comprised of distribution revenue, sponsorship revenue, music royalty revenue and online advertising revenue. Distribution revenue is generated primarily through the distribution of content from World Poker Tour’s library. World Poker Tour provides video content to global television networks, who then have the right to air the content over the related license period. Revenue from the distribution of video content to television networks is received pursuant to the contract payment terms and is recognized over the license period on a pro rata basis. Occasionally, WPT will bundle third-party content with its own content in a distribution arrangement and will share the revenue with the third party. However, the revenues related to third party content are de minimis. The Company also distributes video content to online channels. Both the global television networks and the online channels place ads within the WPT content and any advertising revenue earned by the global TV network or online channel is shared with WPT. Advertising revenue is received on a lag, based upon the number of times an advertisement is aired during the previous month, and is recognized during the period that the ad aired on the network or online channel. Sponsorship revenue is generated through the sponsorship of the Company’s TV content, online events and online streams. Online advertising revenue is generated from third-party advertisements placed on the Company’s website. Music royalty revenue is generated when the Company’s music is played in the Company’s TV series both on TV networks and online. The Company recognizes distribution revenue and sponsorship revenue pursuant to the terms of each individual contract with the customer and records deferred revenue to the extent the Company has received a payment for services that have yet to be performed or products that have yet to be delivered. Music royalty revenue is recognized at the point in time when the music is played. Multiplatform content revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: Multiplatform content revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Distribution revenue $ 282,508 280,708 $ 1,069,328 $ 516,874 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Total multiplatform content revenue $ 1,031,383 $ 949,345 $ 3,540,373 $ 2,121,645 Interactive revenue The Company’s interactive revenue is primarily comprised of subscription revenue, licensing, social gaming and virtual product revenue. Subscription revenue is generated through fixed rate (monthly, quarterly, annual) subscriptions which offer the opportunity for subscribers to play unlimited poker and access benefits not available to non-subscribers. The Company recognizes subscription revenue on a straight-line basis and records deferred revenue to the extent the Company receives payments for services that have yet to be provided. The Company recognizes social gaming revenue and virtual product revenue at the point when the product has been delivered. The Company generates licensing revenue by licensing the right to use the Company’s brand on products to third parties. Licensing revenue is recognized pursuant to the terms of each individual contract with the customer and deferred revenue is recorded to the extent the Company has received a payment for products that have yet to be delivered. Interactive revenue was comprised of the following for the three and nine months ended September 30, 2019 and 2018: Interactive revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Subscription revenue $ 1,313,217 $ 1,272,077 $ 3,745,622 $ 3,751,379 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Licensing revenue 16,872 – 198,481 50,398 Other revenue 15,376 – 72,259 72,887 Total interactive revenue $ 2,423,193 $ 2,328,453 $ 7,187,196 $ 7,009,570 The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues Recognized at a Point in Time: Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Distribution revenue 282,508 280,708 1,069,328 516,874 Other revenue 15,376 – 72,378 73,624 Total Revenues Recognized at a Point in Time 4,711,452 4,208,164 15,670,832 11,397,519 Revenues Recognized Over a Period of Time: Licensing revenue 16,872 – 198,481 50,398 Subscription revenue 1,313,217 1,272,077 3,745,622 3,751,379 Total Revenues Recognized Over a Period of Time 1,330,089 1,272,077 3,944,103 3,801,777 Total Revenues $ 6,041,541 $ 5,480,241 $ 19,614,935 $ 15,199,296 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2019, there remained $38,245 of contract liabilities which were included within deferred revenue on the combined balance sheet as of December 31, 2018, and for which performance obligations had not yet been satisfied as of September 30, 2019. The Company expects to satisfy its remaining performance obligations within the next twelve months. During the three and nine months ended September 30, 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Reclassification | Reclassification Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company will be required to adopt the provisions of this ASU on January 1, 2020, with early adoption permitted for certain amendments. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The Company is currently evaluating Topic 326, including its potential impact to its process and controls. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard for private companies and emerging growth public companies is effective for fiscal years beginning after December 15, 2018. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2019. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its combined financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for private companies and emerging growth public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its combined financial statements. In March 2019, the FASB issued ASU 2019-02, which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. This ASU must be adopted on a prospective basis and is effective for annual periods beginning after December 15, 2020, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its consolidated financial statements. |
3. Significant Accounting Pol_3
3. Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of antidiluted shares | Three and Nine Months Ended 2019 2018 Options 400,000 – Warrants 18,637,003 3,800,000 Convertible Debt 1,647,058 – Equity Purchase Options 600,000 600,000 21,284,061 4,400,000 |
Adjustment under 606 [Member] | |
Revenue Recognition | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues Recognized at a Point in Time: Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Distribution revenue 282,508 280,708 1,069,328 516,874 Other revenue 15,376 – 72,378 73,624 Total Revenues Recognized at a Point in Time 4,711,452 4,208,164 15,670,832 11,397,519 Revenues Recognized Over a Period of Time: Licensing revenue 16,872 – 198,481 50,398 Subscription revenue 1,313,217 1,272,077 3,745,622 3,751,379 Total Revenues Recognized Over a Period of Time 1,330,089 1,272,077 3,944,103 3,801,777 Total Revenues $ 6,041,541 $ 5,480,241 $ 19,614,935 $ 15,199,296 |
In-person [Member] | |
Revenue Recognition | In-person revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Event revenue $ 2,064,618 $ 1,551,861 $ 7,322,466 $ 4,603,071 Food and beverage revenue 289,261 292,306 972,352 619,647 Ticket and gaming revenue 182,136 290,518 447,156 695,227 Merchandising revenue 50,950 67,758 145,273 149,399 Other revenue – – 119 737 Total in-person revenue $ 2,586,965 $ 2,202,443 $ 8,887,366 $ 6,068,081 |
Multiplatform Content [Member] | |
Revenue Recognition | Multiplatform content revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Distribution revenue $ 282,508 280,708 $ 1,069,328 $ 516,874 Sponsorship revenue 544,541 320,624 1,252,131 776,327 Music royalty revenue 200,787 339,547 1,214,286 808,537 Online advertising revenue 3,547 8,466 4,628 19,907 Total multiplatform content revenue $ 1,031,383 $ 949,345 $ 3,540,373 $ 2,121,645 |
Interactive Product [Member] | |
Revenue Recognition | Interactive revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Subscription revenue $ 1,313,217 $ 1,272,077 $ 3,745,622 $ 3,751,379 Virtual product revenue 925,411 1,056,376 2,773,769 2,473,043 Social gaming revenue 152,317 – 397,065 661,863 Licensing revenue 16,872 – 198,481 50,398 Other revenue 15,376 – 72,259 72,887 Total interactive revenue $ 2,423,193 $ 2,328,453 $ 7,187,196 $ 7,009,570 |
5. Investments (Tables)
5. Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investments | September 30, December 31, (unaudited) Investment in ESA $ 1,138,631 $ 500,000 TV Azteca Investment 3,500,000 – $ 4,638,631 $ 500,000 |
6. Deferred Production Costs (T
6. Deferred Production Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Production Costs | |
Schedule of Deferred Production Costs | September 30, December 31, 2019 2018 Deferred production costs $ 27,975,552 23,604,111 Less: accumulated amortization (16,770,709 ) (14,545,267 ) Deferred production costs, net $ 11,204,843 $ 9,058,844 Weighted average remaining amortization period at September 30, 2019 (in years) 3.80 |
7. Accrued Expenses and Other_2
7. Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses and other current liabilities | September 30, December 31, 2019 2018 Compensation expense $ 1,087,557 $ 1,218,455 Taxes 205,121 981 Rent 53,561 58,781 Revenue sharing obligations 380,677 122,928 Event costs 107,753 61,740 Production costs 143,707 15,329 Unclaimed player prizes 420,993 380,120 Other accrued expenses 1,025,223 395,441 Other current liabilities 50,310 188,370 $ 3,474,902 $ 2,442,145 |
14. Correction of Prior Perio_2
14. Correction of Prior Period Net Loss Attributable to Non-Controlling Interest (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting changes impact of error | For the Six Months Ended June 30, 2018 As Previously Reported Adjustment As Restated Net Loss $ (17,612,354 ) $ – $ (17,612,354 ) Net loss attributed to non-controlling interest 2,803,922 (2,476,820 ) 327,102 Net Loss Attributable to Parent $ (14,808,432 ) $ (2,476,820 ) $ (17,285,252 ) Comprehensive Loss: Net loss $ (17,612,354 ) $ – $ (17,612,354 ) Other comprehensive loss: Foreign currency translation gain (loss) (183,027 ) – (183,027 ) Total Comprehensive Loss (17,795,381 ) – (17,795,381 ) Less: comprehensive loss attributable to non-controlling interest 2,803,922 (2,476,820 ) 327,102 Comprehensive loss attributable to Parent $ (14,991,459 ) $ (2,476,820 ) $ (17,468,279 ) |
9. Segment Data (Tables)
9. Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the three months ended September 30, 2019 For the nine months ended September 30, 2019 Gaming & E-sports Corporate (1) TOTAL Gaming & E-sports Corporate (1) TOTAL Revenues $ 4,137,091 $ 1,904,450 $ – $ 6,041,541 $ 14,022,841 $ 5,592,094 $ – $ 19,614,935 Loss from Operations $ 172,502 $ 2,984,047 $ 661,054 $ 3,817,603 $ 1,069,712 $ 8,685,384 $ 661,054 $ 10,416,151 For the three months ended September 30, 2018 For the nine months ended September 30, 2018 Gaming & E-sports Corporate (1) TOTAL Gaming & E-sports Corporate (1) TOTAL Revenues $ 4,426,935 $ 1,053,306 $ – $ 5,480,241 $ 12,347,616 $ 2,851,680 $ – $ 15,199,296 Loss from Operations $ 232,220 $ 6,184,578 $ – $ 6,416,798 $ 1,926,092 $ 20,673,388 $ – $ 22,599,480 As of September 30, 2019 As of December 31, 2018 Gaming & E-sports Corporate (2) TOTAL Gaming & E-sports Corporate (2) TOTAL Total Assets $ 37,398,491 $ 22,347,135 $ 14,729,098 $ 74,474,724 $ 37,315,493 $ 27,931,444 $ – $ 65,246,937 __________________________ 1) Unallocated corporate operating losses result from general corporate overhead expenses not directly attributable to any one of the business segments. These expenses are reported separate from the Company’s identified segments and are included in General and Administrative expenses on the accompanying condensed consolidated statements of operations. 2) Unallocated corporate assets not directly attributable to any one of the business segments. |
12. Stockholders' Equity (Table
12. Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' equity: | |
Stock option assumptions | Risk free interest rate 1.74% Expected term (years) 6.25 years Expected volatility 36% Expected dividends 0.0 |
Option activity | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2019 – – Granted 400,000 $ 5.66 Exercised – – Expired – – Forfeited – – Outstanding, September 30, 2019 400,000 $ 5.66 9.97 $ – Exercisable, September 30, 2019 – $ – – $ – |
Warrant activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2018 3,800,003 $ 11.50 Issued 14,837,000 $ 11.50 Exercised – – Cancelled – – Outstanding, September 30, 2019 18,637,003 $ 11.50 4.9 $ – Exercisable, September 30, 2019 18,637,003 $ 11.50 4.9 $ – |
Equity Purchase option activity | Number of Weighted Weighted Equity Average Average Purchase Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2019 – – Granted 600,000 $ 11.50 Exercised – – Expired – – Forfeited – – Outstanding, September 30, 2019 600,000 $ 11.50 3.0 $ – Exercisable, September 30, 2019 600,000 $ 11.50 3.0 $ – |
2. Going Concern and Manageme_2
2. Going Concern and Management's Plans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 9,355,496 | $ 10,060,088 | $ 9,355,496 | $ 10,060,088 |
Working capital | (4,700,000) | (4,700,000) | ||
Net loss | $ (4,253,472) | $ (6,764,627) | (10,918,910) | (24,376,982) |
Cash used in operations | $ (7,750,900) | $ (11,232,448) |
3. Significant Accounting Pol_4
3. Significant Accounting Policies (Details - Net Loss per common share) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Securities excluded from calculation of weighted average dilutive common shares | 21,284,061 | 4,400,000 |
Options [Member] | ||
Securities excluded from calculation of weighted average dilutive common shares | 400,000 | 0 |
Warrants [Member] | ||
Securities excluded from calculation of weighted average dilutive common shares | 18,637,003 | 3,800,000 |
Convertible Debt [Member] | ||
Securities excluded from calculation of weighted average dilutive common shares | 1,647,058 | 0 |
Equity Purchase Options [Member] | ||
Securities excluded from calculation of weighted average dilutive common shares | 600,000 | 600,000 |
3. Significant Accounting Pol_5
3. Significant Accounting Policies (Details - In-person Revenue) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 |
In-person [Member] | ||||
Total revenue | 2,586,965 | 2,202,443 | 8,887,366 | 6,068,081 |
In-person [Member] | Event Revenue [Member] | ||||
Total revenue | 2,064,618 | 1,551,861 | 7,322,466 | 4,603,071 |
In-person [Member] | Food and Beverage Revenue [Member] | ||||
Total revenue | 289,261 | 292,306 | 972,352 | 619,647 |
In-person [Member] | Ticket and Gaming Revenue [Member] | ||||
Total revenue | 182,136 | 290,518 | 447,156 | 695,227 |
In-person [Member] | Merchandising Revenue [Member] | ||||
Total revenue | 50,950 | 67,758 | 145,273 | 149,399 |
In-person [Member] | Other Revenue [Member] | ||||
Total revenue | $ 0 | $ 0 | $ 119 | $ 737 |
3. Significant Accounting Pol_6
3. Significant Accounting Policies (Details - Multiplatform content Revenue) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 |
Multiplatform Content [Member] | ||||
Total revenue | 1,031,383 | 949,345 | 3,540,373 | 2,121,645 |
Multiplatform Content [Member] | Distribution Revenue [Member] | ||||
Total revenue | 282,508 | 280,708 | 1,069,328 | 516,874 |
Multiplatform Content [Member] | Sponsorship Revenue [Member] | ||||
Total revenue | 544,541 | 320,624 | 1,252,131 | 776,327 |
Multiplatform Content [Member] | Music Royalty Revenue [Member] | ||||
Total revenue | 200,787 | 339,547 | 1,214,286 | 808,537 |
Multiplatform Content [Member] | Online Advertising Revenue [Member] | ||||
Total revenue | $ 3,547 | $ 8,466 | $ 4,628 | $ 19,907 |
3. Significant Accounting Pol_7
3. Significant Accounting Policies (Details - Interactive Revenue) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 |
Interactive Product [Member] | ||||
Total revenue | 2,423,193 | 2,328,453 | 7,187,196 | 7,009,570 |
Interactive Product [Member] | Subscription Revenue [Member] | ||||
Total revenue | 1,313,217 | 1,272,077 | 3,745,622 | 3,751,379 |
Interactive Product [Member] | Virtual Product Revenue [Member] | ||||
Total revenue | 925,411 | 1,056,376 | 2,773,769 | 2,473,043 |
Interactive Product [Member] | Social Gaming Revenue [Member] | ||||
Total revenue | 152,317 | 0 | 397,065 | 661,863 |
Interactive Product [Member] | Licensing Revenue [Member] | ||||
Total revenue | 16,872 | 0 | 198,481 | 50,398 |
Interactive Product [Member] | Other Revenue [Member] | ||||
Total revenue | $ 15,376 | $ 0 | $ 72,259 | $ 72,887 |
3. Significant Accounting Pol_8
3. Significant Accounting Policies (Details - ASC 606 Revenue) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenue | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 |
In-person [Member] | ||||
Total revenue | 2,586,965 | 2,202,443 | 8,887,366 | 6,068,081 |
In-person [Member] | Event Revenue [Member] | ||||
Total revenue | 2,064,618 | 1,551,861 | 7,322,466 | 4,603,071 |
In-person [Member] | Food and Beverage Revenue [Member] | ||||
Total revenue | 289,261 | 292,306 | 972,352 | 619,647 |
In-person [Member] | Ticket and Gaming Revenue [Member] | ||||
Total revenue | 182,136 | 290,518 | 447,156 | 695,227 |
In-person [Member] | Merchandising Revenue [Member] | ||||
Total revenue | 50,950 | 67,758 | 145,273 | 149,399 |
In-person [Member] | Other Revenue [Member] | ||||
Total revenue | 0 | 0 | 119 | 737 |
Multiplatform Content [Member] | ||||
Total revenue | 1,031,383 | 949,345 | 3,540,373 | 2,121,645 |
Multiplatform Content [Member] | Sponsorship Revenue [Member] | ||||
Total revenue | 544,541 | 320,624 | 1,252,131 | 776,327 |
Multiplatform Content [Member] | Music Royalty Revenue [Member] | ||||
Total revenue | 200,787 | 339,547 | 1,214,286 | 808,537 |
Multiplatform Content [Member] | Online Advertising Revenue [Member] | ||||
Total revenue | 3,547 | 8,466 | 4,628 | 19,907 |
Multiplatform Content [Member] | Distribution Revenue [Member] | ||||
Total revenue | 282,508 | 280,708 | 1,069,328 | 516,874 |
Interactive Product [Member] | ||||
Total revenue | 2,423,193 | 2,328,453 | 7,187,196 | 7,009,570 |
Interactive Product [Member] | Virtual Product Revenue [Member] | ||||
Total revenue | 925,411 | 1,056,376 | 2,773,769 | 2,473,043 |
Interactive Product [Member] | Social Gaming Revenue [Member] | ||||
Total revenue | 152,317 | 0 | 397,065 | 661,863 |
Interactive Product [Member] | Other Revenue [Member] | ||||
Total revenue | 15,376 | 0 | 72,259 | 72,887 |
Interactive Product [Member] | Licensing Revenue [Member] | ||||
Total revenue | 16,872 | 0 | 198,481 | 50,398 |
Interactive Product [Member] | Subscription Revenue [Member] | ||||
Total revenue | 1,313,217 | 1,272,077 | 3,745,622 | 3,751,379 |
Point in Time [Member] | ||||
Total revenue | 4,711,452 | 4,208,164 | 15,670,832 | 11,397,519 |
Point in Time [Member] | In-person [Member] | Event Revenue [Member] | ||||
Total revenue | 2,064,618 | 1,551,861 | 7,322,466 | 4,603,071 |
Point in Time [Member] | In-person [Member] | Food and Beverage Revenue [Member] | ||||
Total revenue | 289,261 | 292,306 | 972,352 | 619,647 |
Point in Time [Member] | In-person [Member] | Ticket and Gaming Revenue [Member] | ||||
Total revenue | 182,136 | 290,518 | 447,156 | 695,227 |
Point in Time [Member] | In-person [Member] | Merchandising Revenue [Member] | ||||
Total revenue | 50,950 | 67,758 | 145,273 | 149,399 |
Point in Time [Member] | Multiplatform Content [Member] | Sponsorship Revenue [Member] | ||||
Total revenue | 544,541 | 320,624 | 1,252,131 | 776,327 |
Point in Time [Member] | Multiplatform Content [Member] | Music Royalty Revenue [Member] | ||||
Total revenue | 200,787 | 339,547 | 1,214,286 | 808,537 |
Point in Time [Member] | Multiplatform Content [Member] | Online Advertising Revenue [Member] | ||||
Total revenue | 3,547 | 8,466 | 4,628 | 19,907 |
Point in Time [Member] | Multiplatform Content [Member] | Distribution Revenue [Member] | ||||
Total revenue | 282,508 | 280,708 | 1,069,328 | 516,874 |
Point in Time [Member] | Interactive Product [Member] | Virtual Product Revenue [Member] | ||||
Total revenue | 925,411 | 1,056,376 | 2,773,769 | 2,473,043 |
Point in Time [Member] | Interactive Product [Member] | Social Gaming Revenue [Member] | ||||
Total revenue | 152,317 | 0 | 397,065 | 661,863 |
Point in Time [Member] | Interactive Product [Member] | Other Revenue [Member] | ||||
Total revenue | 15,376 | 0 | 72,378 | 73,624 |
Over a Period of Time [Member] | ||||
Total revenue | 1,330,089 | 1,272,077 | 3,944,103 | 3,801,777 |
Over a Period of Time [Member] | Interactive Product [Member] | Licensing Revenue [Member] | ||||
Total revenue | 16,872 | 0 | 198,481 | 50,398 |
Over a Period of Time [Member] | Interactive Product [Member] | Subscription Revenue [Member] | ||||
Total revenue | $ 1,313,217 | $ 1,272,077 | $ 3,745,622 | $ 3,751,379 |
3. Significant Accounting Pol_9
3. Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Contract liabilities | $ 38,245 |
Revenue recognized from performance obligations | $ 0 |
4. Reverse Merger and Recapit_2
4. Reverse Merger and Recapitalization (Details Narrative) - Former Parent [Member] | 12 Months Ended |
Dec. 19, 2018USD ($)shares | |
Cash paid for acquisition | $ 3,500,000 |
Debt assumed after merger | 10,000,000 |
Accrued interest assumed after merger | $ 992,887 |
Stock issued for merger | shares | 600,000 |
Stock issued for reverse capitalization | shares | 11,492,999 |
5. Investments (Details)
5. Investments (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Investments | $ 4,638,631 | $ 500,000 |
ESA [Member] | ||
Investments | 1,138,631 | 500,000 |
TV Azteca [Member] | ||
Investments | $ 3,500,000 | $ 0 |
5. Investments (Details Narrati
5. Investments (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Payment of investment | $ 1,238,631 | $ 5,851,858 |
Impairment of investment | 600,000 | 0 |
Payment of investment | $ 3,500,000 | $ 0 |
ESA [Member] | ||
Investment percentage owned | 25.00% | |
Payment of investment | $ 1,238,631 | |
Impairment of investment | 600,000 | |
TV Azteca [Member] | ||
Payment of investment | $ 3,500,000 |
5. Commitments (Details Narrati
5. Commitments (Details Narrative) - USD ($) | 7 Months Ended | |
Aug. 05, 2019 | Sep. 30, 2019 | |
Contractual obligation | $ 348,853 | |
Proposed Business Combination [Member] | Underwriters [Member] | ||
Contractual obligation | $ 2,000,000 | |
Stock issued for services, shares | 303,490 | |
Proposed Business Combination [Member] | Investment Advisor [Member] | ||
Contractual obligation | $ 2,000,000 | |
Stock sale price | $ 6.59 | |
Proposed Business Combination [Member] | Financial Advisory Services [Member] | ||
Contractual obligation | $ 1,257,500 | |
Stock sale price | $ 6.59 |
6. Deferred Production Costs (D
6. Deferred Production Costs (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Production Costs | ||
Deferred Production costs | $ 27,975,552 | $ 23,604,111 |
Less: accumulated amortization | (16,770,709) | (14,545,267) |
Deferred Production costs, net | $ 11,204,843 | $ 9,058,844 |
6. Deferred Production Costs _2
6. Deferred Production Costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Weighted average remaining amortization period of deferred production costs | 3 years 9 months 18 days | |||
Multiplatform Content [Member] | ||||
Production costs | $ 786,706 | $ 860,332 | $ 2,907,827 | $ 2,033,834 |
Multiplatform Content [Member] | Production Costs [Member] | ||||
Production costs | $ 2,225,442 | $ 1,307,069 |
7. Accrued Expenses and Other_3
7. Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Compensation expense | $ 1,087,557 | $ 1,218,455 |
Taxes | 205,121 | 981 |
Rent | 53,561 | 58,781 |
Revenue Sharing obligations | 380,677 | 122,928 |
Event costs | 107,753 | 61,740 |
Production costs | 143,707 | 15,329 |
Unclaimed player prizes | 420,993 | 380,120 |
Other accrued expenses | 1,025,223 | 395,441 |
Other current liabilities | 50,310 | 188,370 |
Total | $ 3,474,902 | $ 2,442,145 |
8. Convertible Debt and Conve_2
8. Convertible Debt and Convertible Debt, Related Party (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | May 15, 2019 | |
Fair value of warrants | $ 114,804 | |||
Contingent consideration | 152,590 | |||
Amortization of debt discount | $ 36,414 | $ 0 | ||
Note Purchase Agreements [Member] | ||||
Fair value of warrants | 114,804 | |||
Contingent consideration | 152,590 | |||
Amortization of debt discount | 36,414 | |||
Unamortized debt discount | 230,980 | 230,980 | ||
Noble Link Notes [Member] | ||||
Debt face amount | $ 4,000,000 | |||
Interest expense | $ 411,433 | $ 469,296 | ||
Aggregate Debt Amount | $ 14,000,000 |
9. Segment Data (Details)
9. Segment Data (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenues | $ 6,041,541 | $ 5,480,241 | $ 19,614,935 | $ 15,199,296 | |
Loss from operations | 3,817,603 | 6,416,798 | 10,416,151 | 22,599,480 | |
Total assets | 74,474,724 | 74,474,724 | $ 65,246,937 | ||
Gaming and Entertainment | |||||
Revenues | 4,137,091 | 4,426,935 | 14,022,841 | 12,347,616 | |
Loss from operations | 172,502 | 232,220 | 1,069,712 | 1,926,092 | |
Total assets | 37,398,491 | 37,398,491 | 37,315,493 | ||
E-Sports Member | |||||
Revenues | 1,904,450 | 1,053,306 | 5,592,094 | 2,851,680 | |
Loss from operations | 2,984,047 | 6,184,578 | 8,685,384 | 20,673,388 | |
Total assets | 22,347,135 | 22,347,135 | 27,931,444 | ||
Corporate | |||||
Revenues | 0 | 0 | 0 | 0 | |
Loss from operations | 661,054 | $ 0 | 661,054 | $ 0 | |
Total assets | $ 14,729,098 | $ 14,729,098 | $ 0 |
10. Related Parties (Details Na
10. Related Parties (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended | ||
Aug. 09, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Proceeds from note payable | $ 0 | $ 11,174,913 | ||
Former Parent [Member] | ||||
Proceeds from note payable | 11,174,913 | |||
Amounts due to Former Parent | $ 0 | $ 33,019,510 | ||
Weighted average balance of advances | $ 32,788,017 | $ 20,143,485 | ||
Repayment to Former Parent in connection with merger | $ 32,672,622 |
11. Commitments and Contingen_2
11. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 20, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Consulting fee commitment | $ 348,853 | $ 348,853 | ||||
Operating lease tenant improvement allowance | 1,352,790 | 1,352,790 | ||||
Operating lease expense | 711,302 | $ 706,160 | 2,079,800 | $ 2,420,717 | ||
Payment for investment | 3,500,000 | 0 | ||||
Balance in escrow account | 4,950,000 | 0 | 4,950,000 | 0 | $ 0 | |
Chief Executive Officer [Member] | ||||||
Restricted stock granted, shares | 17,668 | |||||
Restricted stock granted, value | $ 100,000 | |||||
Simon Agreement [Member] | ||||||
Balance in escrow account | 4,950,000 | 4,950,000 | ||||
TV Azteca [Member] | ||||||
Payment for investment | 3,500,000 | |||||
Obligation to be paid March 1, 2020 | 1,500,000 | 1,500,000 | ||||
Obligation to be paid March 1, 2021 | 1,000,000 | 1,000,000 | ||||
Obligation to be paid March 1, 2022 | 1,000,000 | 1,000,000 | ||||
General and Administrative Expense [Member] | ||||||
Operating lease expense | 166,163 | 238,889 | 717,102 | 736,679 | ||
In-person [Member] | Cost of Revenues [Member] | ||||||
Operating lease expense | 448,861 | 370,993 | 1,073,864 | 1,395,203 | ||
Deferred Production Costs [Member] | ||||||
Operating lease expense | $ 96,278 | $ 96,278 | $ 288,835 | $ 288,835 |
12. Stockholders' Equity (Detai
12. Stockholders' Equity (Details - Assumptions) - Options [Member] | 9 Months Ended |
Sep. 20, 2019USD ($) | |
Risk free interest rate | 1.74% |
Expected term (years) | 6 years 3 months |
Expected volatility | 36.00% |
Expected dividends | $ 0 |
12. Stockholders' Equity (Det_2
12. Stockholders' Equity (Details - Options Activity) - Options [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 20, 2019 | |
Number of Options | ||
Number of options - beginning balance | 0 | 0 |
Number of options - granted | 400,000 | |
Number of options - exercised | 0 | |
Number of options - expired | 0 | |
Number of options - forfeited | 0 | |
Number of options - ending balance | 400,000 | |
Number of options - exercisable | 0 | |
Weighted Average Price Per Share | ||
Weighted average price per share - granted | $ 5.66 | $ 5.66 |
Weighted average price per share - ending balance | $ 5.66 | |
Intrinsic value exercisable | $ 0 | |
Weighted average remaining term years | 9 years 11 months 19 days | |
Intrinsic value oustanding | $ 0 |
12. Stockholders' Equity (Det_3
12. Stockholders' Equity (Details - Warrant Activity) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of Warrants | |
Number of warrants - beginning balance | 3,800,003 |
Number of warrants - issued | 14,837,000 |
Number of warrants - exercised | 0 |
Number of warrants - cancelled | 0 |
Number of warrants - ending balance | 18,637,003 |
Number of warrants - exercisable | 18,637,003 |
Weighted average price per share - beginning balance | $ / shares | $ 11.50 |
Weighted average price per share - issued | $ / shares | 11.50 |
Weighted average price per share - ending balance | $ / shares | 11.50 |
Weighted average price per share - exercisable | $ / shares | $ 11.50 |
Weighted average remaining term years outstanding | P4Y10M25D |
Weighted average remaining term years exercisable | P4Y10M25D |
Intrinsic value oustanding | $ | $ 0 |
Intrinsic value exercisable | $ | $ 0 |
12. Stockholders' Equity (Det_4
12. Stockholders' Equity (Details - EPO Activity) - Equity Purchase Option [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of EPO shares - beginning balance | 0 | |
Number of EPO shares - granted | 600,000 | |
Number of EPO shares - exercised | 0 | |
Number of EPO shares - expired | 0 | |
Number of EPO shares - forfeited | 0 | |
Number of EPO shares - ending balance | 600,000 | |
Number of EPO shares - exercisable | 600,000 | |
Weighted average price per share EPO- granted | $ 11.50 | |
Weighted average price per share EPO- ending balance | $ 11.50 | |
Weighted average price per share EPO- exercisable | $ 1.50 | |
Weighted average remaining term years EPO | 3 years | |
Weighted average remaining term years EPO exercisable | 3 years | |
Intrinsic value oustanding EPO | $ 0 | |
Intrinsic value exercisable EPO | $ 0 |
12. Stockholders' Equity (Det_5
12. Stockholders' Equity (Details Narrative) - USD ($) | Nov. 05, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 20, 2019 | Sep. 30, 2018 |
Stock based compensation | $ 18,407 | $ (779,000) | |||
Board of Directors and Executives [Member] | |||||
Restricted stock issued, shares | 80,393 | ||||
Restricted stock value | $ 455,000 | ||||
Options [Member] | |||||
Options granted | 400,000 | ||||
Options granted exercise price | $ 5.66 | $ 5.66 | |||
Fair value at date of grant | $ 867,120 | ||||
Stock based compensation | $ 5,940 | $ 5,940 | |||
Unrecognized compensation expense | 861,180 | $ 861,180 | |||
Unrecognized compensation expense remaining amortization period | 3 years 11 months 19 days | ||||
Warrants [Member] | |||||
Warrants issued | 14,837,000 | ||||
Warrants [Member] | Noble Link Notes and Former Parent Notes [Member] | |||||
Warrants issued | 532,000 | ||||
Warrants [Member] | BRAC Warrants [Member] | |||||
Warrants issued | 14,305,000 | ||||
Restricted Stock [Member] | |||||
Stock based compensation | $ 12,467 | $ 12,467 | |||
Unrecognized compensation expense remaining amortization period | 11 months 19 days | ||||
Restricted Stock [Member] | Share Purchase Agreement [Member] | |||||
Restricted stock issued, shares | 1,199,191 | ||||
Incentive Plan [Member] | |||||
Common stock reserved under the plan | 5,000,000 | 5,000,000 | |||
Shares available for issuance | 4,519,607 | 4,519,607 |
14. Correction of Prior Perio_3
14. Correction of Prior Period Net Loss Attributable to Non-Controlling Interest (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net Loss | $ (4,253,472) | $ (2,811,286) | $ (3,854,152) | $ (6,688,102) | $ (11,301,062) | $ (6,311,292) | $ (17,612,354) | $ (10,918,910) | $ (23,973,355) |
Net loss attributed to non-controlling interest | 0 | (76,525) | 327,102 | 0 | (403,627) | ||||
Net Loss Attributable to Parent | (17,285,252) | ||||||||
Comprehensive Loss: | |||||||||
Net loss | (4,253,472) | $ (2,811,286) | $ (3,854,152) | (6,688,102) | $ (11,301,062) | $ (6,311,292) | (17,612,354) | (10,918,910) | (23,973,355) |
Other comprehensive loss: | |||||||||
Foreign currency translation gain (loss) | (183,027) | ||||||||
Total Comprehensive Loss | (17,795,381) | ||||||||
Less: comprehensive loss attributable to non-controlling interest | 0 | (76,525) | 327,102 | 0 | (403,627) | ||||
Comprehensive loss attributable to Parent | $ (4,274,555) | $ (6,434,288) | (17,468,279) | $ (10,932,276) | $ (23,902,568) | ||||
Previously Reported [Member] | |||||||||
Net Loss | (17,612,354) | ||||||||
Net loss attributed to non-controlling interest | 2,803,922 | ||||||||
Net Loss Attributable to Parent | (14,808,432) | ||||||||
Comprehensive Loss: | |||||||||
Net loss | (17,612,354) | ||||||||
Other comprehensive loss: | |||||||||
Foreign currency translation gain (loss) | (183,027) | ||||||||
Total Comprehensive Loss | (17,795,381) | ||||||||
Less: comprehensive loss attributable to non-controlling interest | 2,803,922 | ||||||||
Comprehensive loss attributable to Parent | (14,991,459) | ||||||||
Scenario Adjustment [Member] | |||||||||
Net Loss | 0 | ||||||||
Net loss attributed to non-controlling interest | (2,476,820) | ||||||||
Net Loss Attributable to Parent | (2,476,820) | ||||||||
Comprehensive Loss: | |||||||||
Net loss | 0 | ||||||||
Other comprehensive loss: | |||||||||
Foreign currency translation gain (loss) | 0 | ||||||||
Total Comprehensive Loss | 0 | ||||||||
Less: comprehensive loss attributable to non-controlling interest | (2,476,820) | ||||||||
Comprehensive loss attributable to Parent | $ (2,476,820) |