Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | NTN BUZZTIME INC |
Entity Central Index Key | 0000748592 |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Cash and cash equivalents | $ 1,710 | $ 3,209 | $ 2,536 |
Restricted cash | 50 | 50 | |
Accounts receivable, net of allowances of $845, $354 and $374, respectively | 132 | 1,195 | 1,143 |
Income tax receivable | 13 | ||
Site equipment to be installed | 792 | 1,090 | 2,539 |
Prepaid expenses and other current assets | 146 | 526 | 517 |
Total current assets | 2,793 | 6,070 | 6,785 |
Restricted cash, long-term | 150 | 200 | |
Operating lease right-of-use assets | 5 | 2,101 | |
Fixed assets, net | 689 | 2,822 | 4,667 |
Software development costs, net of accumulated amortization of $3,016, $3,341 and $2,973, respectively | 1,420 | 1,915 | 2,018 |
Deferred costs | 85 | 274 | 424 |
Goodwill | 696 | 667 | |
Other assets | 62 | 97 | 103 |
Total assets | 5,054 | 14,125 | 14,864 |
Current Liabilities: | |||
Accounts payable | 275 | 835 | 271 |
Accrued compensation | 125 | 588 | 572 |
Accrued expenses | 490 | 490 | 444 |
Sales taxes payable | 14 | 131 | 87 |
Income taxes payable | 3 | 1 | |
Current portion of long-term debt, net | 1,724 | 2,739 | 1,000 |
Current portion of obligations under operating leases | 5 | 409 | |
Current portion of obligations under finance leases | 23 | 21 | 45 |
Current portion of deferred revenue | 120 | 460 | 1,267 |
Other current liabilities | 154 | 419 | 337 |
Total current liabilities | 2,930 | 6,095 | 4,024 |
Long-term debt | 1,625 | 2,729 | |
Long-term obligations under operating leases | 2,891 | ||
Long-term obligations under finance leases | 4 | 20 | 41 |
Long-term deferred revenue | 2 | 30 | |
Deferred rent | 1,123 | ||
Other liabilities | 26 | ||
Total liabilities | 4,559 | 9,034 | 7,947 |
Shareholders' Equity | |||
Series A 10% cumulative convertible preferred stock, $0.005 par value, $156 liquidation preference, 156 shares authorized, issued and outstanding at September 30, 2020 and December 31, 2019 and 2018, respectively | 1 | 1 | 1 |
Common stock, $0.005 par value, 15,000 shares authorized at September 30, 2020, December 31, 2019 and 2018; 2,952, 2,901 and 2,875 shares issued at September 30, 2020, December 31, 2019 and 2018, respectively | 15 | 14 | 14 |
Treasury stock, at cost, 10 shares at September 30, 2020, December 31, 2019 and 2018, respectively | (456) | (456) | (456) |
Additional paid-in capital | 136,881 | 136,721 | 136,552 |
Accumulated deficit | (136,187) | (131,457) | (129,394) |
Accumulated other comprehensive income | 241 | 268 | 200 |
Total shareholders' equity | 495 | 5,091 | 6,917 |
Total liabilities and shareholders' equity | $ 5,054 | $ 14,125 | $ 14,864 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts - accounts receivable | $ 845 | $ 354 | $ 374 |
Software accumulated amortization | $ 3,016 | $ 3,341 | $ 2,973 |
Series A cumulative preferred stock, percentage | 10.00% | 10.00% | 10.00% |
Preferred stock series A, par value per share | $ 0.005 | $ 0.005 | $ 0.005 |
Preferred stock series A, liquidation preference | $ 156 | $ 156 | $ 156 |
Preferred stock series A, shares authorized | 156,000 | 156,000 | 156,000 |
Preferred stock series A, shares issued | 156,000 | 156,000 | 156,000 |
Preferred stock series A, shares outstanding | 156,000 | 156,000 | 156,000 |
Common stock, par value | $ 0.005 | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,952,000 | 2,901,000 | 2,875,000 |
Common stock, shares outstanding | 2,952,000 | 2,901,000 | 2,875,000 |
Treasury stock, shares | 10,000 | 10,000 | 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from contracts with customers | ||||||
Total revenue from contracts with customers | $ 1,477 | $ 4,580 | $ 4,625 | $ 14,638 | $ 19,806 | $ 23,335 |
Operating expenses: | ||||||
Direct operating costs (includes depreciation and amortization of $346 and $649 for the three months ended September 30, 2020 and 2019, respectively, and $1,241 and $1,918 for the nine months ended September 30, 2020 and 2019, respectively, and includes depreciation and amortization of $2,517 and $2,449, respectively) | 801 | 1,344 | 2,364 | 4,545 | 7,483 | 8,070 |
Selling, general and administrative | 2,068 | 3,413 | 6,743 | 10,303 | 13,175 | 14,463 |
Impairment of capitalized software | 51 | 238 | 52 | 550 | 23 | |
Impairment of goodwill | 662 | 261 | ||||
Depreciation and amortization (excluding depreciation and amortization included in direct operating costs) | 26 | 88 | 189 | 273 | 360 | 315 |
Total operating expenses | 2,895 | 4,896 | 10,196 | 15,173 | 21,568 | 23,132 |
Operating loss | (1,418) | (316) | (5,571) | (535) | (1,762) | 203 |
Other expense, net: | ||||||
Interest expense, net | (249) | (389) | ||||
Other (expense) income, net | (82) | (16) | 826 | (189) | (9) | (137) |
Total other expense, net | (258) | (526) | ||||
Loss before income taxes | (1,500) | (332) | (4,745) | (724) | (2,020) | (323) |
Benefit (provision) for income taxes | 19 | (19) | 23 | (30) | (27) | 64 |
Net loss | (1,481) | (351) | (4,722) | (754) | (2,047) | (259) |
Series A preferred stock dividend | (8) | (8) | (16) | (16) | ||
Net loss attributable to common shareholders | $ (1,481) | $ (351) | $ (4,730) | $ (762) | $ (2,063) | $ (275) |
Net loss per common share - basic and diluted | $ (0.50) | $ (0.12) | $ (1.62) | $ (0.27) | $ (0.72) | $ (0.10) |
Weighted average shares outstanding - basic and diluted | 2,936,000 | 2,874,000 | 2,920,000 | 2,870,000 | 2,875,000 | 2,688,000 |
Comprehensive loss | ||||||
Net loss | $ (1,481) | $ (351) | $ (4,722) | $ (754) | $ (2,047) | $ (259) |
Foreign currency translation adjustment | 1 | (18) | (27) | 47 | 68 | (145) |
Total comprehensive loss | (1,480) | (369) | (4,749) | (707) | (1,979) | (404) |
Subscription Revenue [Member] | ||||||
Revenue from contracts with customers | ||||||
Total revenue from contracts with customers | 1,053 | 3,723 | 3,779 | 11,356 | 14,278 | 16,031 |
Hardware Revenue [Member] | ||||||
Revenue from contracts with customers | ||||||
Total revenue from contracts with customers | 379 | 11 | 421 | 811 | 2,350 | 3,589 |
Other Revenue [Member] | ||||||
Revenue from contracts with customers | ||||||
Total revenue from contracts with customers | $ 45 | $ 846 | $ 425 | $ 2,471 | $ 3,178 | $ 3,715 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Depreciation and amortization - part of direct operating costs | $ 346 | $ 649 | $ 1,241 | $ 1,918 | $ 2,517 | $ 2,449 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Series A Cumulative Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 13 | $ (456) | $ 134,752 | $ (129,119) | $ 345 | $ 5,536 |
Balance, shares at Dec. 31, 2017 | 156,000 | 2,521,000 | |||||
Balance at Dec. 31, 2017 | $ 1 | $ 13 | (456) | 134,752 | (129,119) | 345 | 5,536 |
Balance, shares at Dec. 31, 2017 | 156,000 | 2,521,000 | |||||
Foreign currency translation adjustment | (145) | (145) | |||||
Net loss | (259) | (259) | |||||
Net proceeds from issuance of common stock related to registered direct offering | $ 1 | 1,374 | 1,375 | ||||
Net proceeds from issuance of common stock related to registered direct offering, shares | 345,000 | ||||||
Issuance of common stock upon vesting of restricted stock units | $ (17) | $ (17) | |||||
Issuance of common stock upon vesting of restricted stock units,shares | 9 | ||||||
Dividend paid to Series A preferred stockholders, shares | (16) | (16) | |||||
Non-cash stock based compensation | $ 443 | $ 443 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 14 | (456) | 136,552 | (129,394) | 200 | 6,917 |
Balance, shares at Dec. 31, 2018 | 156,000 | 2,875,000 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 14 | (456) | 136,552 | (129,394) | 200 | 6,917 |
Balance, shares at Dec. 31, 2018 | 156,000 | 2,875,000 | |||||
Foreign currency translation adjustment | 47 | 47 | |||||
Net loss | (754) | (754) | |||||
Issuance of common stock upon vesting of restricted stock units | (29) | (29) | |||||
Issuance of common stock upon vesting of restricted stock units,shares | 20,000 | ||||||
Cash paid to Series A preferred stockholders for semi-annual dividend | (8) | (8) | |||||
Non-cash stock based compensation | 172 | 172 | |||||
Balance at Sep. 30, 2019 | $ 1 | $ 14 | (456) | 136,695 | (130,156) | 247 | 6,345 |
Balance, shares at Sep. 30, 2019 | 156,000 | 2,895,000 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 14 | (456) | 136,552 | (129,394) | 200 | 6,917 |
Balance, shares at Dec. 31, 2018 | 156,000 | 2,875,000 | |||||
Foreign currency translation adjustment | 68 | 68 | |||||
Net loss | (2,047) | (2,047) | |||||
Issuance of common stock upon vesting of restricted stock units | $ (37) | $ (37) | |||||
Issuance of common stock upon vesting of restricted stock units,shares | 26 | ||||||
Dividend paid to Series A preferred stockholders, shares | (16) | (16) | |||||
Non-cash stock based compensation | $ 206 | $ 206 | |||||
Balance at Dec. 31, 2019 | $ 1 | $ 14 | (456) | 136,721 | (131,457) | 268 | 5,091 |
Balance, shares at Dec. 31, 2019 | 156,000 | 2,901,000 | |||||
Balance at Jun. 30, 2019 | $ 1 | $ 14 | (456) | 136,648 | (129,805) | 265 | 6,667 |
Balance, shares at Jun. 30, 2019 | 156,000 | 2,882,000 | |||||
Foreign currency translation adjustment | (18) | (18) | |||||
Net loss | (351) | (351) | |||||
Issuance of common stock upon vesting of restricted stock units | (16) | (16) | |||||
Issuance of common stock upon vesting of restricted stock units,shares | 13,000 | ||||||
Non-cash stock based compensation | 63 | 63 | |||||
Balance at Sep. 30, 2019 | $ 1 | $ 14 | (456) | 136,695 | (130,156) | 247 | 6,345 |
Balance, shares at Sep. 30, 2019 | 156,000 | 2,895,000 | |||||
Balance at Dec. 31, 2019 | $ 1 | $ 14 | (456) | 136,721 | (131,457) | 268 | 5,091 |
Balance, shares at Dec. 31, 2019 | 156,000 | 2,901,000 | |||||
Foreign currency translation adjustment | (27) | (27) | |||||
Net loss | (4,722) | (4,722) | |||||
Cash paid to Series A preferred stockholders for semi-annual dividend | (8) | (8) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | (18) | (18) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes, shares | 28,000 | ||||||
Issuance of common stock in lieu of cash compensation, net of shares withheld for payroll taxes | $ 1 | 43 | 44 | ||||
Issuance of common stock in lieu of cash compensation, net of shares withheld for payroll taxes, shares | 23,000 | ||||||
Non-cash stock based compensation | 135 | 135 | |||||
Balance at Sep. 30, 2020 | $ 1 | $ 15 | (456) | 136,881 | (136,187) | 241 | 495 |
Balance, shares at Sep. 30, 2020 | 156,000 | 2,952,000 | |||||
Balance at Jun. 30, 2020 | $ 1 | $ 15 | (456) | 136,837 | (134,706) | 240 | 1,931 |
Balance, shares at Jun. 30, 2020 | 156,000 | 2,938,000 | |||||
Foreign currency translation adjustment | 1 | 1 | |||||
Net loss | (1,481) | (1,481) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | (9) | (9) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes, shares | 14,000 | ||||||
Non-cash stock based compensation | 53 | 53 | |||||
Balance at Sep. 30, 2020 | $ 1 | $ 15 | $ (456) | $ 136,881 | $ (136,187) | $ 241 | $ 495 |
Balance, shares at Sep. 30, 2020 | 156,000 | 2,952,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows (used in) provided by operating activities: | ||||
Net loss | $ (4,722) | $ (754) | $ (2,047) | $ (259) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 1,430 | 2,191 | 2,877 | 2,764 |
Provision for doubtful accounts | 124 | 144 | 196 | 78 |
Amortization of operating lease right-of-use-assets | 161 | 217 | 291 | |
Common stock issued for compensation in lieu of cash payment | 61 | |||
Transfer of fixed assets to sales-type lease | 7 | 10 | 23 | |
Stock-based compensation | 135 | 172 | 206 | 443 |
Gain from the asset sale of Stump! Trivia and OpinioNation | (1,225) | |||
Loss from the termination of operating lease | 9 | |||
Loss (gain) from the sale or disposition of assets, net | 511 | (5) | 689 | 242 |
Impairment of capitalized software | 238 | 52 | 550 | 23 |
Impairment of goodwill | 662 | 261 | ||
Amortization of debt issuance costs | 12 | 7 | 9 | 59 |
Changes in assets and liabilities: | ||||
Accounts receivable | 939 | 222 | (248) | (507) |
Site equipment to be installed | 51 | 475 | 337 | 431 |
Operating lease liabilities | (154) | (111) | (215) | |
Prepaid expenses and other assets | 353 | (66) | (5) | 29 |
Accounts payable and accrued liabilities | (1,405) | (196) | 669 | (186) |
Income taxes | (16) | 4 | 1 | (10) |
Deferred costs | 189 | 84 | 151 | 350 |
Deferred revenue | (342) | (541) | (835) | (2,227) |
Deferred rent | (190) | |||
Other liabilities | (291) | (141) | 108 | 41 |
Net cash (used in) provided by operating activities | (3,280) | 1,761 | 2,744 | 1,365 |
Cash flows used in investing activities: | ||||
Capital expenditures | (21) | (111) | (128) | (648) |
Capitalized software development expenditures | (173) | (882) | (966) | (964) |
Proceeds from the sales of equipment | 29 | 29 | 33 | |
Net Cash Provided by (Used in) Investing Activities | (194) | (964) | (1,065) | (1,579) |
Cash flows provided by (used in) financing activities: | ||||
Net proceeds from the sale of Stump! Trivia | 1,226 | |||
Net proceeds from issuance of common stock related to registered direct offering | 1,375 | |||
Proceeds from long-term debt | 2,625 | 4,000 | ||
Payments on long-term debt | (2,025) | (750) | (1,000) | (5,373) |
Debt issuance costs on long-term debt | (3) | (23) | ||
Principal payments on finance leases | (14) | (39) | (45) | (249) |
Tax withholding related to net share settlement of vested restricted stock units | (37) | (17) | ||
Dividends paid to Series A preferred shareholders | (16) | (16) | ||
Payment of preferred stockholders dividends | (8) | (8) | ||
Payroll tax remitted on net share settlement of equity awards | (36) | (29) | ||
Net cash provided by (used in) financing activities | 1,765 | (826) | (1,098) | (303) |
Effect of exchange rate on cash and cash equivalents | 10 | 27 | 42 | (75) |
Net decrease in cash, cash equivalents and restricted cash | (1,699) | (2) | 623 | (592) |
Cash, cash equivalents and restricted cash at beginning of period | 3,409 | 2,786 | 2,786 | 3,378 |
Cash, cash equivalents and restricted cash at end of period | 1,710 | 2,784 | 3,409 | 2,786 |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the period for: Interest | 86 | 195 | 246 | 336 |
Cash paid during the period for: Income taxes | 23 | 26 | 26 | 17 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Site equipment transferred to fixed assets | 69 | 458 | 521 | 1,865 |
Assets acquired under operating leases | 28 | 57 | 57 | |
Initial measurement of operating lease right-of-use assets and liabilities | 3,458 | 3,458 | ||
Capitalized tenant improvements paid by landlord | 1,131 | |||
Assets acquired under financing lease | 5 | |||
Reconciliation of cash, cash equivalents and restricted cash at end of period: | ||||
Cash and cash equivalents | 1,710 | 2,533 | 3,209 | 2,536 |
Restricted cash | 51 | 50 | 50 | |
Restricted cash, long-term | 200 | 150 | 200 | |
Total cash, cash equivalents and restricted cash at end of period | $ 1,710 | $ 2,784 | $ 3,409 | $ 2,786 |
Condensed Balance Sheets (Brook
Condensed Balance Sheets (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Prepaid expenses and other current assets | $ 146,000 | $ 526,000 | $ 517,000 |
Total current assets | 2,793,000 | 6,070,000 | 6,785,000 |
Restricted cash | 50,000 | 50,000 | |
Property and equipment, net | 689,000 | 2,822,000 | 4,667,000 |
Goodwill | 696,000 | 667,000 | |
Total assets | 5,054,000 | 14,125,000 | 14,864,000 |
Current Liabilities: | |||
Accounts payable | 275,000 | 835,000 | 271,000 |
Current portion of lease liability | 5,000 | 409,000 | |
Total current liabilities | 2,930,000 | 6,095,000 | 4,024,000 |
Lease liability, non-current | 2,891,000 | ||
Total liabilities | 4,559,000 | 9,034,000 | 7,947,000 |
Members' Equity: | |||
Common units | 15,000 | 14,000 | 14,000 |
Accumulated Deficit | (136,187,000) | (131,457,000) | (129,394,000) |
Total Members' Equity | 495,000 | 5,091,000 | 6,917,000 |
Total liabilities and shareholders' equity | 5,054,000 | 14,125,000 | 14,864,000 |
Brooklyn Immunotherapeutics, LLC [Member] | |||
Current Assets: | |||
Cash | 3,055,012 | 5,014,819 | 6,325,431 |
Subscriptions receivable | 225,000 | 850,000 | |
Prepaid expenses and other current assets | 155,908 | 86,668 | 19,998 |
Total current assets | 3,435,920 | 5,101,487 | 7,195,429 |
Restricted cash | 86,000 | 86,000 | |
Property and equipment, net | 607,032 | 653,763 | 68,099 |
Goodwill | 2,043,747 | 2,043,747 | 2,043,747 |
In process research and development | 6,860,000 | 6,860,000 | 6,860,000 |
Security deposits and other assets | 448,535 | 363,621 | 379,331 |
Total assets | 13,395,234 | 15,108,618 | 16,632,606 |
Current Liabilities: | |||
Accounts payable | 1,177,739 | 1,735,610 | 2,647,532 |
Accrued expenses | 685,787 | 1,520,841 | 1,696,793 |
Investor deposits | 665,563 | 638,575 | |
Loans payable | 410,000 | 410,000 | 410,000 |
Current portion of lease liability | 7,473 | 4,026 | |
Total current liabilities | 2,280,999 | 4,336,040 | 5,392,900 |
Lease liability, non-current | 93,228 | 99,030 | |
PPP loan | 309,905 | ||
Other liabilities | 948,287 | 930,445 | 870,000 |
Total liabilities | 3,632,419 | 5,365,515 | 6,262,900 |
Commitments and Contingencies | |||
Members' Equity: | |||
Common units | 175,139 | 106,937 | 15,248 |
Accumulated Deficit | (16,014,329) | (10,941,526) | (2,004,472) |
Total Members' Equity | 9,762,815 | 9,743,103 | 10,369,706 |
Total liabilities and shareholders' equity | 13,395,234 | 15,108,618 | 16,632,606 |
Brooklyn Immunotherapeutics, LLC [Member] | Class A Membership Units [Member] | |||
Members' Equity: | |||
Membership units | 23,202,005 | 18,177,692 | 9,958,930 |
Brooklyn Immunotherapeutics, LLC [Member] | Class B Membership Units [Member] | |||
Members' Equity: | |||
Membership units | 1,400,000 | 1,400,000 | 1,400,000 |
Brooklyn Immunotherapeutics, LLC [Member] | Class B Membership Units [Member] | |||
Members' Equity: | |||
Membership units | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | |
Operating Expenses | |||||
Research and development | $ 26,000 | ||||
Total operating expenses | $ 10,196,000 | $ 15,173,000 | 21,568,000 | ||
Loss from operations | (5,571,000) | (535,000) | (1,762,000) | ||
Other Expenses | |||||
Net loss | (4,722,000) | (754,000) | (2,047,000) | ||
Deemed dividends on preferred stock | (8,000) | (8,000) | (16,000) | ||
Net income attributable to common stockholders | (4,730,000) | (762,000) | (2,063,000) | ||
Brooklyn Immunotherapeutics, LLC [Member] | |||||
Operating Expenses | |||||
General and administrative | 4,032,690 | 3,489,936 | |||
Research and development | 1,008,631 | 2,600,199 | |||
Total operating expenses | 5,041,321 | 6,090,135 | |||
Loss from operations | (5,041,321) | (6,090,135) | |||
Other Expenses | |||||
Interest expense, net | 31,482 | 44,254 | |||
Total other expense, net | (31,482) | (44,254) | |||
Net loss | $ (5,072,803) | $ (6,134,389) | 8,937,054 | ||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | |||||
Operating Expenses | |||||
General and administrative | $ 374,267 | 3,721,490 | |||
Research and development | 1,621,084 | 5,156,266 | |||
Total operating expenses | 1,995,351 | 8,877,756 | |||
Loss from operations | (1,995,351) | (8,877,756) | |||
Other Expenses | |||||
Interest expense, net | (9,121) | (59,298) | |||
Total other expense, net | (9,121) | (59,298) | |||
Net loss | $ (2,004,472) | $ (8,937,054) | |||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | |||||
Operating Expenses | |||||
General and administrative | $ 5,351,698 | ||||
Research and development | 9,078,193 | ||||
Total operating expenses | 14,429,891 | ||||
Loss from operations | (14,429,891) | ||||
Other Expenses | |||||
Interest expense, net | (1,668,711) | ||||
Total other expense, net | (1,668,711) | ||||
Net loss | (16,098,602) | ||||
Deemed dividends on preferred stock | (685,892) | ||||
Gain on extinguishment of preferred stock. | 106,560,811 | ||||
Net income attributable to common stockholders | $ 89,776,317 |
Condensed Statements of Changes
Condensed Statements of Changes in Members' Equity (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | Series D Preferred Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Series C Preferred Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Series B Preferred Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Series A Preferred Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Common Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Common Stock [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Common Stock [Member] | Additional Paid-In Capital [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Additional Paid-In Capital [Member] | Subscriptions Receivable, Related Parties [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Accumulated Deficit [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Accumulated Deficit [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Accumulated Deficit [Member] | Total Stockholder's Deficiency [Member]Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Total Stockholder's Deficiency [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Total Stockholder's Deficiency [Member]Brooklyn Immunotherapeutics, LLC [Member] | Class A Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Class A Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member] | Class B Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Class B Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member] | Class C Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Class C Membership Units [Member]Brooklyn Immunotherapeutics, LLC [Member] | Common Stock [Member]Brooklyn Immunotherapeutics, LLC [Member] | Accumulated Deficit [Member]Brooklyn Immunotherapeutics, LLC [Member] | Brooklyn Immunotherapeutics, LLC [Member]Predecessor [Member] | Brooklyn Immunotherapeutics, LLC [Member]Successor [Member] | Brooklyn Immunotherapeutics, LLC [Member] | Total |
Balance at Dec. 31, 2017 | $ 35,400 | $ 40,461 | $ 35 | $ 141 | $ 7,968 | $ 13,000 | $ 179,148,961 | $ 134,752,000 | $ (88,663) | $ (187,130,857) | $ (129,119,000) | $ (7,986,554) | $ 5,536,000 | |||||||||||||||
Balance, shares at Dec. 31, 2017 | 35,400,669 | 40,460,713 | 35,016 | 140,639 | 7,968,224 | 2,521,000 | ||||||||||||||||||||||
Issuance of common stock upon exchange of preferred stock | $ (40,461) | $ (35) | $ (141) | $ 16,772 | (106,536,946) | 106,560,811 | ||||||||||||||||||||||
Issuance of common stock upon exchange of preferred stock, shares | (40,460,713) | (35,016) | (140,639) | 16,771,866 | ||||||||||||||||||||||||
Net loss | (16,098,602) | (16,098,602) | $ (16,098,602) | |||||||||||||||||||||||||
Balance at Nov. 05, 2018 | $ 35,400 | $ 24,740 | 72,612,015 | (88,663) | (96,668,648) | (24,085,156) | 6,482,005 | 6,482,005 | ||||||||||||||||||||
Balance, shares at Nov. 05, 2018 | 35,400,669 | 24,740,090 | ||||||||||||||||||||||||||
Balance at Dec. 31, 2017 | $ 35,400 | $ 40,461 | $ 35 | $ 141 | $ 7,968 | $ 13,000 | 179,148,961 | 134,752,000 | (88,663) | (187,130,857) | (129,119,000) | (7,986,554) | 5,536,000 | |||||||||||||||
Balance, shares at Dec. 31, 2017 | 35,400,669 | 40,460,713 | 35,016 | 140,639 | 7,968,224 | 2,521,000 | ||||||||||||||||||||||
Net loss | (259,000) | (259,000) | ||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 15,248 | $ 14,000 | 136,552,000 | (2,004,472) | (129,394,000) | 10,369,706 | 10,369,706 | 9,958,930 | 9,958,930 | 1,400,000 | 1,400,000 | 1,000,000 | 1,000,000 | 15,248 | (2,004,472) | $ 10,369,706 | 6,917,000 | |||||||||||
Balance, shares at Dec. 31, 2018 | 2,875,000 | |||||||||||||||||||||||||||
Balance at Nov. 05, 2018 | $ 35,400 | $ 24,740 | $ 72,612,015 | $ (88,663) | $ (96,668,648) | $ (24,085,156) | 6,482,005 | 6,482,005 | ||||||||||||||||||||
Balance, shares at Nov. 05, 2018 | 35,400,669 | 24,740,090 | ||||||||||||||||||||||||||
Stock based compensation: Amortisation of restricted common unitsof restricted common units | 15,248 | 15,248 | ||||||||||||||||||||||||||
Stock based compensation: Issuance of membership units for purchase of IRX | 2,400,000 | 1,400,000 | 1,000,000 | |||||||||||||||||||||||||
Stock based compensation: Membership units issued in exchange for services | 5,000 | 5,000 | ||||||||||||||||||||||||||
Stock based compensation: Sale of members' equity | 1,955,579 | 1,955,579 | ||||||||||||||||||||||||||
Stock based compensation: Members' equity exchanged for loans payable and interest | 1,516,346 | 1,516,346 | ||||||||||||||||||||||||||
Net loss | (2,004,472) | (2,004,472) | ||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 15,248 | $ 14,000 | 136,552,000 | (2,004,472) | (129,394,000) | 10,369,706 | 10,369,706 | 9,958,930 | 9,958,930 | 1,400,000 | 1,400,000 | 1,000,000 | 1,000,000 | 15,248 | (2,004,472) | 10,369,706 | 6,917,000 | |||||||||||
Balance, shares at Dec. 31, 2018 | 2,875,000 | |||||||||||||||||||||||||||
Stock based compensation: Amortisation of restricted common unitsof restricted common units | 68,674 | 68,674 | ||||||||||||||||||||||||||
Stock based compensation: Issuance of membership units for purchase of IRX | ||||||||||||||||||||||||||||
Stock based compensation: Membership units issued in exchange for services | ||||||||||||||||||||||||||||
Stock based compensation: Sale of members' equity | 7,395,750 | 7,395,750 | ||||||||||||||||||||||||||
Stock based compensation: Members' equity exchanged for loans payable and interest | ||||||||||||||||||||||||||||
Net loss | (754,000) | (6,134,389) | (6,134,389) | (6,134,389) | (754,000) | |||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 14,000 | 136,695,000 | (130,156,000) | 11,699,741 | 17,354,680 | 1,400,000 | 1,000,000 | 83,922 | (8,138,861) | 6,345,000 | ||||||||||||||||||
Balance, shares at Sep. 30, 2019 | 2,895,000 | |||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 15,248 | $ 14,000 | 136,552,000 | (2,004,472) | (129,394,000) | 10,369,706 | 10,369,706 | 9,958,930 | 9,958,930 | 1,400,000 | 1,400,000 | 1,000,000 | 1,000,000 | 15,248 | (2,004,472) | 10,369,706 | 6,917,000 | |||||||||||
Balance, shares at Dec. 31, 2018 | 2,875,000 | |||||||||||||||||||||||||||
Stock based compensation: Amortisation of restricted common unitsof restricted common units | 91,689 | 91,689 | ||||||||||||||||||||||||||
Stock based compensation: Sale of members' equity | 8,218,762 | 8,218,762 | ||||||||||||||||||||||||||
Net loss | (8,937,054) | (2,047,000) | (8,937,054) | $ (8,937,054) | 8,937,054 | (2,047,000) | ||||||||||||||||||||||
Balance at Dec. 31, 2019 | 106,937 | $ 14,000 | 136,721,000 | (10,941,526) | (131,457,000) | 9,743,103 | 9,743,103 | 18,177,692 | 18,177,692 | 1,400,000 | 1,400,000 | 1,000,000 | 1,000,000 | 106,937 | (10,941,526) | 9,743,103 | 5,091,000 | |||||||||||
Balance, shares at Dec. 31, 2019 | 2,901,000 | |||||||||||||||||||||||||||
Balance at Jun. 30, 2019 | $ 14,000 | 136,648,000 | (129,805,000) | 6,667,000 | ||||||||||||||||||||||||
Balance, shares at Jun. 30, 2019 | 2,882,000 | |||||||||||||||||||||||||||
Net loss | (351,000) | (351,000) | ||||||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 14,000 | 136,695,000 | (130,156,000) | 11,699,741 | 17,354,680 | 1,400,000 | 1,000,000 | 83,922 | (8,138,861) | 6,345,000 | ||||||||||||||||||
Balance, shares at Sep. 30, 2019 | 2,895,000 | |||||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ 106,937 | $ 14,000 | 136,721,000 | $ (10,941,526) | (131,457,000) | $ 9,743,103 | 9,743,103 | $ 18,177,692 | 18,177,692 | $ 1,400,000 | 1,400,000 | $ 1,000,000 | 1,000,000 | 106,937 | (10,941,526) | 9,743,103 | 5,091,000 | |||||||||||
Balance, shares at Dec. 31, 2019 | 2,901,000 | |||||||||||||||||||||||||||
Stock based compensation: Amortisation of restricted common unitsof restricted common units | 68,202 | 68,202 | ||||||||||||||||||||||||||
Stock based compensation: Sale of members' equity | 5,024,313 | 5,024,313 | ||||||||||||||||||||||||||
Net loss | (4,722,000) | (5,072,803) | (5,072,803) | (5,072,803) | (4,722,000) | |||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 15,000 | 136,881,000 | (136,187,000) | 9,762,815 | 23,202,005 | 1,400,000 | 1,000,000 | 175,139 | (16,014,329) | 9,762,815 | 495,000 | |||||||||||||||||
Balance, shares at Sep. 30, 2020 | 2,952,000 | |||||||||||||||||||||||||||
Balance at Jun. 30, 2020 | $ 15,000 | 136,837,000 | (134,706,000) | 1,931,000 | ||||||||||||||||||||||||
Balance, shares at Jun. 30, 2020 | 2,938,000 | |||||||||||||||||||||||||||
Net loss | (1,481,000) | (1,481,000) | ||||||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 15,000 | $ 136,881,000 | $ (136,187,000) | $ 9,762,815 | $ 23,202,005 | $ 1,400,000 | $ 1,000,000 | $ 175,139 | $ (16,014,329) | $ 9,762,815 | $ 495,000 | |||||||||||||||||
Balance, shares at Sep. 30, 2020 | 2,952,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | |||||||||
Net loss | $ (1,481,000) | $ (351,000) | $ (4,722,000) | $ (754,000) | $ (2,047,000) | $ (259,000) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 26,000 | 88,000 | 189,000 | 273,000 | 360,000 | 315,000 | |||
Equity compensation | 53,000 | 63,000 | 135,000 | 172,000 | 206,000 | 443,000 | |||
Change in operating assets and liabilities: | |||||||||
Accounts payable and accrued expenses | (1,405,000) | (196,000) | 669,000 | (186,000) | |||||
Other liabilities | (291,000) | (141,000) | 108,000 | 41,000 | |||||
Net cash (used in) provided by operating activities | (3,280,000) | 1,761,000 | 2,744,000 | 1,365,000 | |||||
Cash Flows from Investing Activities: | |||||||||
Net Cash Provided by (Used in) Investing Activities | (194,000) | (964,000) | (1,065,000) | (1,579,000) | |||||
Cash Flows from Financing Activities: | |||||||||
Net cash provided by (used in) financing activities | 1,765,000 | (826,000) | (1,098,000) | (303,000) | |||||
Net decrease in cash, cash equivalents and restricted cash | (1,699,000) | (2,000) | 623,000 | (592,000) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 3,409,000 | 2,786,000 | $ 3,378,000 | 2,786,000 | 3,378,000 | ||||
Cash, cash equivalents and restricted cash at end of period | $ 2,786,000 | $ 2,786,000 | 1,710,000 | 2,784,000 | 1,710,000 | 2,784,000 | 3,409,000 | 2,786,000 | |
Cash and Restricted Cash consisted of the following: | |||||||||
Restricted cash | 50,000 | 50,000 | 51,000 | 51,000 | 50,000 | 50,000 | |||
Supplemental Disclosures of Cash Flow Information: | |||||||||
Cash paid during the period for : Interest | 86,000 | 195,000 | 246,000 | 336,000 | |||||
Cash paid during the period for : Income taxes | 23,000 | 26,000 | 26,000 | 17,000 | |||||
Brooklyn Immunotherapeutics, LLC [Member] | |||||||||
Cash Flows from Operating Activities | |||||||||
Net loss | (5,072,803) | (6,134,389) | 8,937,054 | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 72,909 | 7,917 | |||||||
Equity compensation | 68,202 | 68,674 | |||||||
Loss on operating sublease | |||||||||
Change in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | (69,240) | (62,240) | |||||||
Security deposits | (84,914) | ||||||||
Accounts payable and accrued expenses | (1,392,925) | (2,134,303) | |||||||
Lease liability | (2,356) | ||||||||
Other liabilities | 17,842 | 52,254 | |||||||
Total adjustments | (1,390,482) | (2,067,698) | |||||||
Net cash (used in) provided by operating activities | (6,463,285) | (8,202,087) | 9,800,291 | 18,436,717 | |||||
Cash Flows from Investing Activities: | |||||||||
Patent costs | |||||||||
Purchase of property and equipment | (26,177) | (8,756) | |||||||
Purchase of leasehold improvements | (100,000) | ||||||||
Purchase of IRX - cash and restricted cash acquired | |||||||||
Net Cash Provided by (Used in) Investing Activities | (26,177) | (108,756) | |||||||
Cash Flows from Financing Activities: | |||||||||
Proceeds from loans payable | 309,905 | ||||||||
Proceeds from loans payable, related parties | |||||||||
Proceeds from convertible debt | |||||||||
Proceeds from investor deposits | 437,500 | ||||||||
Proceeds from the collection of subscriptions receivable | 275,000 | 850,000 | 850,000 | ||||||
Proceeds from sale of members' equity | 3,858,750 | 7,395,750 | 7,808,250 | ||||||
Net cash provided by (used in) financing activities | 4,443,655 | 8,245,750 | |||||||
Net decrease in cash, cash equivalents and restricted cash | (2,045,807) | (65,093) | |||||||
Cash, cash equivalents and restricted cash at beginning of period | 5,100,819 | 6,411,431 | 6,411,431 | ||||||
Cash, cash equivalents and restricted cash at end of period | 6,411,431 | 6,411,431 | 3,055,012 | 6,346,338 | 3,055,012 | 6,346,338 | 5,100,819 | 6,411,431 | |
Cash and Restricted Cash consisted of the following: | |||||||||
Cash | 6,325,431 | 6,325,431 | 3,055,012 | 6,260,338 | 3,055,012 | 6,260,338 | 5,014,819 | 6,325,431 | |
Restricted cash | 86,000 | 86,000 | 86,000 | 86,000 | 86,000 | 86,000 | |||
Cash and Restricted Cash Equivalents | $ 3,055,012 | $ 6,346,338 | 3,055,012 | 6,346,338 | |||||
Supplemental Disclosures of Cash Flow Information: | |||||||||
Cash paid during the period for : Interest | |||||||||
Cash paid during the period for : Income taxes | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | |||||||||
Cash Flows from Operating Activities | |||||||||
Net loss | (2,004,472) | (8,937,054) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 1,498 | 20,407 | |||||||
Equity compensation | 20,248 | 20,248 | 91,689 | ||||||
Loss on operating sublease | 103,350 | ||||||||
Change in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | (66,670) | ||||||||
Security deposits | 76,155 | ||||||||
Accounts payable and accrued expenses | (168,298) | (1,087,874) | |||||||
Lease liability | (294) | ||||||||
Other liabilities | |||||||||
Total adjustments | (146,552) | (863,237) | |||||||
Net cash (used in) provided by operating activities | (2,151,024) | (9,800,291) | |||||||
Cash Flows from Investing Activities: | |||||||||
Patent costs | |||||||||
Purchase of property and equipment | (606,071) | ||||||||
Purchase of IRX - cash and restricted cash acquired | 336,296 | ||||||||
Net Cash Provided by (Used in) Investing Activities | 336,296 | (606,071) | |||||||
Cash Flows from Financing Activities: | |||||||||
Proceeds from loans payable | |||||||||
Proceeds from loans payable, related parties | |||||||||
Proceeds from convertible debt | |||||||||
Proceeds from investor deposits | 437,500 | ||||||||
Proceeds from the collection of subscriptions receivable | 850,000 | ||||||||
Proceeds from sale of members' equity | 1,744,154 | 7,808,250 | |||||||
Net cash provided by (used in) financing activities | 1,744,154 | 9,095,750 | |||||||
Net decrease in cash, cash equivalents and restricted cash | (70,574) | (1,310,612) | |||||||
Cash, cash equivalents and restricted cash at beginning of period | 6,482,005 | $ 5,100,819 | $ 6,411,431 | 6,411,431 | |||||
Cash, cash equivalents and restricted cash at end of period | 6,411,431 | 6,411,431 | 5,100,819 | 6,411,431 | |||||
Cash and Restricted Cash consisted of the following: | |||||||||
Cash | 6,325,431 | 6,325,431 | 5,014,819 | 6,325,431 | |||||
Restricted cash | 86,000 | 86,000 | 86,000 | 86,000 | |||||
Cash and Restricted Cash Equivalents | 6,411,431 | 6,411,431 | 5,100,819 | 6,411,431 | |||||
Supplemental Disclosures of Cash Flow Information: | |||||||||
Cash paid during the period for : Interest | |||||||||
Cash paid during the period for : Income taxes | |||||||||
Non-cash investing and financing activities: | |||||||||
Investor deposits for sale of members' equity | 410,512 | ||||||||
Conversion of loans payable and interest into members' equity | 1,516,346 | ||||||||
Exchange of Series A, B and C preferred stock for common stock | |||||||||
Assets acquired and liabilities assumed: | |||||||||
Cash acquired | 336,296 | ||||||||
Prepaid expenses and other current assets | 19,998 | ||||||||
Security deposits and other assets | 379,331 | ||||||||
Goodwill | 2,043,747 | ||||||||
In-process R&D | 6,860,000 | ||||||||
Property and equipment | 69,597 | ||||||||
Accounts payable and accrued expenses | (4,528,969) | ||||||||
Loans payable, related parties | (1,500,000) | ||||||||
Loans payable | (410,000) | ||||||||
Total purchase price | 3,270,000 | ||||||||
Purchase price consisted of: | |||||||||
Members' equity issued to acquire the asset and liabilities of IRX | 2,400,000 | ||||||||
Contingent consideration | 870,000 | ||||||||
Total purchase price | $ 3,270,000 | ||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | |||||||||
Cash Flows from Operating Activities | |||||||||
Net loss | (16,098,602) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 136,314 | ||||||||
Equity compensation | |||||||||
Loss on operating sublease | |||||||||
Change in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | (69,099) | ||||||||
Security deposits | 8,001 | ||||||||
Accounts payable and accrued expenses | (300,034) | ||||||||
Lease liability | |||||||||
Other liabilities | 37,727 | ||||||||
Total adjustments | (187,091) | ||||||||
Net cash (used in) provided by operating activities | (16,285,693) | 16,285,693 | |||||||
Cash Flows from Investing Activities: | |||||||||
Patent costs | (172,196) | ||||||||
Purchase of property and equipment | (76,485) | ||||||||
Purchase of IRX - cash and restricted cash acquired | |||||||||
Net Cash Provided by (Used in) Investing Activities | (248,681) | ||||||||
Cash Flows from Financing Activities: | |||||||||
Proceeds from loans payable | 3,394,226 | ||||||||
Proceeds from loans payable, related parties | 1,500,000 | ||||||||
Proceeds from convertible debt | 11,803,321 | ||||||||
Proceeds from investor deposits | |||||||||
Proceeds from the collection of subscriptions receivable | |||||||||
Proceeds from sale of members' equity | |||||||||
Net cash provided by (used in) financing activities | 16,697,547 | ||||||||
Net decrease in cash, cash equivalents and restricted cash | 163,173 | ||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 336,296 | 173,123 | $ 173,123 | ||||||
Cash, cash equivalents and restricted cash at end of period | 336,296 | ||||||||
Cash and Restricted Cash consisted of the following: | |||||||||
Cash | 250,296 | ||||||||
Restricted cash | 86,000 | ||||||||
Cash and Restricted Cash Equivalents | 336,296 | ||||||||
Supplemental Disclosures of Cash Flow Information: | |||||||||
Cash paid during the period for : Interest | |||||||||
Cash paid during the period for : Income taxes | |||||||||
Non-cash investing and financing activities: | |||||||||
Investor deposits for sale of members' equity | |||||||||
Conversion of loans payable and interest into members' equity | |||||||||
Exchange of Series A, B and C preferred stock for common stock | 106,560,811 | ||||||||
Assets acquired and liabilities assumed: | |||||||||
Cash acquired | |||||||||
Prepaid expenses and other current assets | |||||||||
Security deposits and other assets | |||||||||
Goodwill | |||||||||
In-process R&D | |||||||||
Property and equipment | |||||||||
Accounts payable and accrued expenses | |||||||||
Loans payable, related parties | |||||||||
Loans payable | |||||||||
Total purchase price | |||||||||
Purchase price consisted of: | |||||||||
Members' equity issued to acquire the asset and liabilities of IRX | |||||||||
Contingent consideration | |||||||||
Total purchase price |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Description of Business NTN Buzztime, Inc. (the “Company”) was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand. The Company delivers interactive entertainment and innovative technology, including performance analytics, to help its customers acquire, engage and retain its patrons. The Company’s tablets and technology offer engaging solutions to establishments with guests who experience dwell time, such as in bars, restaurants, casinos and senior living centers. Casual dining venues subscribe to the Company’s customizable solution to differentiate themselves via competitive fun by offering guests trivia, card, sports and arcade games. The Company’s platform creates connections among the players and venues, and amplifies guests’ positive experiences, and its in-venue TV network creates one of the largest digital out of home advertising audiences in the United States and Canada. The Company also continues to support its legacy network product line, which it calls its Classic platform. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling digital-out-of-home (DOOH) advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other entities, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Until February 1, 2020, the Company also generated revenue from hosting live trivia events. The Company sold all of its assets used to host live trivia events in January 2020. At September 30, 2020, 1,080 venues in the U.S. and Canada subscribed to the Company’s interactive entertainment network. See Note 3 for more information regarding the impact of the COVID-19 pandemic on these venues and the Company’s subscription revenues. Basis of Accounting Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments that are necessary, which are of a normal and recurring nature, for a fair presentation for the periods presented of the financial position, results of operations and cash flows of the Company and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., NTN Buzztime, Ltd. and BIT Merger Sub, Inc., all of which, other than NTN Canada, Inc. and BIT Merger Sub, Inc., are dormant subsidiaries. All significant intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements should be read with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019. The accompanying condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2020, or any other period. Reclassifications Certain reclassifications have been made to the prior period’s financial statements to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. |
Organization of Company
Organization of Company | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization of Company | 1. Organization of Company Description of Business NTN Buzztime, Inc. (the “Company”) was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand. The Company delivers interactive entertainment and innovative technology to its partners in a wide range of verticals – from bars and restaurants to casinos and senior living centers. By enhancing the overall guest experience, the Company believes it helps its hospitality partners acquire, engage, and retain patrons. Through social fun and friendly competition, the Company’s platform creates bonds between our hospitality partners and their patrons, and between patrons themselves. The Company believes this unique experience increases dwell time, revenue, and repeat business for venues – and has also created a large and engaged audience which it connects with through its in-venue TV network. Over 1 million hours of trivia, card, sports and arcade games are played on our network each month. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, by charging equipment fees to select partner venues for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling digital-out-of-home (DOOH) advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other parties, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Up until February 1, 2020, the Company also generated revenue by hosting live trivia events (see Note 18). As of December 31, 2018, 2,639 venues subscribed to the Company’s interactive entertainment network and approximately 56% of its network subscriber venues were affiliated with national and regional restaurant brands. As of December 31, 2019, those numbers declined to 1,440 venues and to approximately 26%, in each case, primarily due to the termination of the Company’s relationship with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019. Basis of Accounting Presentation The consolidated financial statements include the accounts of NTN Buzztime, Inc. and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., and NTN Buzztime, Ltd., all of which, other than NTN Canada, Inc., are dormant subsidiaries. Unless otherwise indicated, references to the Company include its consolidated subsidiaries. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. |
Merger Agreement and Asset Purc
Merger Agreement and Asset Purchase Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Merger Agreement and Asset Purchase Agreement | 2. Merger Agreement and asset purchase agreement On August 12, 2020, the Company entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with Brooklyn Immunotherapeutics LLC (“Brooklyn”), pursuant to which, subject to the terms and conditions thereof, a wholly-owned subsidiary of the Company will be merged with and into Brooklyn (the “Merger”), with Brooklyn surviving the Merger as a wholly-owned subsidiary of the Company. On the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Brooklyn’s members will exchange their equity interests in Brooklyn for shares of the Company’s common stock representing between approximately 94.08% and 96.74% of the outstanding common stock of the Company immediately after the Effective Time on a fully diluted basis (less a portion of such shares which will be allocated to Maxim Group LLC in respect of the success fee owed to it by Brooklyn), and the Company’s stockholders as of immediately prior to the Effective Time, will own between approximately 5.92% and 3.26% of the outstanding common stock of the Company immediately after the Effective Time on a fully diluted basis. The exact number of shares to be issued in the Merger will be determined pursuant to a formula in the Merger Agreement. Upon completion of the Merger, the combined company will focus its resources on executing Brooklyn’s business plan, and the board of directors of the combined company is expected to consist entirely of individuals designated by Brooklyn and the officers of the combined company are expected to be members of Brooklyn’s current management team. On September 18, 2020, the Company and eGames.com Holdings LLC (“eGames.com”) entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which, subject to the terms and conditions thereof, the Company will sell and assign (the “Asset Sale”) all of its right, title and interest in and to the assets relating to its current business (the “Purchased Assets”) to eGames.com. At the closing of the Asset Sale, in addition to assuming specified liabilities of the Company, eGames.com will pay the Company $2.0 million in cash. In connection with entering into the Asset Purchase Agreement, the sole owner of eGames.com absolutely, unconditionally and irrevocably guaranteed to the Company the full and prompt payment when due of any and all amounts, from time to time, payable by eGames.com under the Asset Purchase Agreement. In connection with entering into the Asset Purchase Agreement, an affiliate of eGames.com loaned $1,000,000 to the Company, which, if the closing of the Asset Sale occurs, will be applied toward the purchase price at the closing of the Asset Sale. See Note 10 for more information regarding this loan. The Company is in discussions with the affiliate of eGames.com regarding the possibility of borrowing an additional $500,000 on approximately December 1, 2020, which, if received, would also be applied toward the purchase price at the closing of the Asset Sale. No assurances can be given that the Company will obtain such $500,000 loan from such affiliate or from any other party. Consummation of the Merger and the Asset Sale is subject to certain closing conditions including, among others, approval by the Company’s stockholders of issuance of the Company’s common stock to Brooklyn’s members under the terms of the Merger Agreement and the approval of the Asset Sale. No assurances are, or can be given, that the Merger or the Asset Sale will be consummated. See “ Risk Factors—RISKS RELATED TO THE PROPOSED MERGER AND ASSET SALE.” |
Covid-19-Update
Covid-19-Update | 9 Months Ended |
Sep. 30, 2020 | |
Covid-19-update | |
Covid-19-Update | 3. COVID-19-UPDATE The negative impact of the COVID-19 pandemic on the restaurant and bar industry was abrupt and substantial, and the Company’s business, cash flows from operations and liquidity suffered, and continues to suffer, materially as a result. In many jurisdictions, including those in which the Company has many customers and prospective customers, restaurants and bars were ordered by the government to shut-down or close all on-site dining operations in the latter half of March 2020. Since then, governmental orders and restrictions impacting restaurants and bars in certain jurisdictions were eased or lifted as the number of COVID-19 cases decreased or plateaued, but as jurisdictions began experiencing a resurgence in COVID-19 cases, many jurisdictions reinstated such orders and restrictions, including mandating the shut-down of bars and the closing of all on-site dining operations of restaurants. The Company has experienced material decreases in subscription revenue, advertising revenue and cash flows from operations, which the Company expects to continue for at least as long as the restaurant and bar industry continues to be negatively impacted by the COVID-19 pandemic, and which may continue thereafter if restaurants and bars seek to reduce their operating costs or are unable to re-open even if restrictions within their jurisdictions are eased or lifted. For example, at its peak, approximately 70% of the Company’s customers had their subscriptions to our services temporarily suspended. As of November 10, 2020, approximately 11% of the Company’s customers remain on subscription suspensions. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part I, and Item 1A. “Risk Factors” in Part II, of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding the impact of the pandemic on the Company’s business and outlook. While the Company expects the effects of the pandemic to negatively impact its future results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of the pandemic means the related future financial impact cannot be reasonably estimated at this time. The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Such estimates and assumptions affect, among other things, the allowance for doubtful accounts, site equipment to be installed, fixed assets, capitalized software development, goodwill and right-of-use assets. Events and changes in circumstances arising after the issuance of the financial statements as of and for the three and nine months ended September 30, 2020, including those resulting from the impacts of COVID-19, will be reflected in future periods. |
Going Concern Uncertainty
Going Concern Uncertainty | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern Uncertainty | 4. going concern uncertainty In connection with preparing its financial statements as of and for the three and nine months ended September 30, 2020, the Company’s management evaluated whether there are conditions or events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about the Company’s ability to continue as a going concern through twelve months after the date that such financial statements are issued. During the three and nine months ended September 30, 2020, the Company incurred a net loss of $1,481,000 and $4,722,000, respectively. As of September 30, 2020, the Company had $1,710,000 of unrestricted cash, total debt outstanding of $3,350,100, which is gross of approximately $1,000 in unamortized debt issuance costs, and negative working capital of $137,000. The total debt outstanding consists of $725,000 of principal outstanding under the Company’s term loan with Avidbank, $1,625,100 of principal outstanding under the loan the Company received in April 2020 under the Paycheck Protection Program, and $1,000,000 of principal outstanding under the loan the Company received in connection with entering into the Asset Purchase Agreement, which, if the closing of the Asset Sale occurs, will be applied toward the $2.0 million purchase price eGames.com will owe the Company at the closing of the Asset Sale. See Note 2 for more information on the Asset Sale. In November 2020, the Company was informed that approximately $1,093,000 of the $1,625,100 loan under the Paycheck Protection Program would be forgiven, leaving a principal balance of approximately $532,000. The Company is in discussions with the affiliate of eGames.com regarding the possibility of borrowing an additional $500,000 on approximately December 1, 2020, which, if received, would also be applied toward the purchase price at the closing of the Asset Sale. No assurances can be given that the Company will obtain such $500,000 loan from such affiliate or from any other party. As a result of the impact of the COVID-19 pandemic on the Company’s business and taking into account its current financial condition and its existing sources of projected revenue and cash flows from operations, if the Company is able to borrow an additional $500,000 from the affiliate of eGames.com discussed above, the Company believes it will have sufficient cash resources to pay forecasted cash outlays only through mid-January 2021, but if the Company does not borrow such amount from the affiliate of eGames.com or any other party, the Company believes it will have sufficient cash resources to pay forecasted cash outlays only through mid-December 2020, in each case, assuming Avidbank does not take actions to foreclose on the Company’s assets in the event the Company becomes out of compliance with its financial covenants, and the Company is able to continue to successfully manage its working capital deficit by managing the timing of payments to its vendors and other third parties. Based on the factors described above, management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern through the twelve-month period subsequent to the issuance date of these financial statements. The Company needs to complete the Merger or the Asset Sale or raise capital to meet its debt service obligations to Avidbank and fund its working capital needs. The Company currently has no arrangements for such capital and no assurances can be given that it will be able to raise such capital when needed, on acceptable terms, or at all. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. | 2. Going Concern Uncertainty In connection with preparing its financial statements as of and for the year ended December 31, 2019, the Company’s management evaluated whether there are conditions or events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about the Company’s ability to continue as a going concern through twelve months after the date that such financial statements are issued. During the year ended December 31, 2019, the Company incurred a net loss of $2,047,000, and as a result of the debt reclassification described below, the Company’s current liabilities exceeded its current assets at December 31, 2019 by $25,000. As of December 31, 2019, the Company had $3,209,000 of unrestricted cash and total debt outstanding of $2,750,000, which was the outstanding principal balance of the Company’s term loan with Avidbank. Under the terms of the amendment to the Company’s loan and security agreement that the Company entered into with Avidbank on March 12, 2020, during 2020 the Company will be required to make monthly payments that, if made in accordance with their terms, will result in the Company paying off the term loan by December 31, 2020. Based on this amendment, $1,750,000 of debt outstanding has been reclassified as a current liability in the accompanying balance sheet at December 31, 2019. As a result of the foregoing, and taking into account the Company’s current financial condition, the Company’s management concluded there is substantial doubt about the Company’s ability to continue as a going concern through March 19, 2021. Since January 1, 2020, the Company has reduced headcount by approximately $2.2 million in annualized salaries and implemented measures to preserve capital. The Company may implement additional measures designed to reduce operating expenses and/or preserve capital. The Company needs to raise capital to meet its debt service obligations to Avidbank and to fund its working capital needs. The Company continues to explore and evaluate opportunities to raise capital, including through equity financings, alternative sources of debt, or strategic transactions, which may include selling a portion or all of the Company’s assets. However, none of these potential sources of capital are currently assured, and the actions to reduce operating expenses the Company has implemented may not sufficiently mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern through March 19, 2021. See ITEM 1A. “Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10K”). In addition, any actions the Company took or may take to reduce planned capital expenses or operational cash uses may not cover shortfalls in available funds and may negatively impact the Company’s ability to effectively manage, operate and grow its business, to introduce new offerings to its customers, to increase market awareness and encourage the adoption of the Buzztime brand and the Buzztime network, to retain customers, and to generate revenue. See ITEM 1A. “Risk Factors” in Part I of the 2019 10-K. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies And Estimates | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies And Estimates | 3. Summary of Significant Accounting Policies and Estimates Consolidation Use of Estimates Cash and Cash Equivalents Capital Resources On March 12, 2020, the Company entered into an amendment to its loan and security agreement with Avidbank. In connection with entering into the amendment, the Company made a $433,000 payment on its term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of its term loan to $2.0 million. Under the terms of the amendment, the Company’s financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. The principal payment the Company must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August, September, October and November, and $125,000 for December. Assessments of Functional Currencies Foreign Currency Matters Allowance for Doubtful Accounts Site Equipment to be Installed Due to the termination of our relationship with Buffalo Wild Wing corporate-owned restaurants and most of its franchisees in November 2019, Buffalo Wild Wings offered the Company the opportunity to take back title to all of the tablets, cases and charging trays located at sites that terminated service with the Company at zero cost to the Company other than for shipping and related charges of approximately $175,000. As a result, the Company received approximately 45,000 tablets and cases and approximately 4,500 charging trays during the fourth quarter of 2019. Many of these items are the Company’s newer technology tablets and cases that can be redeployed to its customer sites or used in other possible partnerships. Although the Company has not yet completed its assessment of the items it received to determine how many the Company will ultimately retain, the Company determined that it would no longer have a future use for certain older tablets and cases it had on hand. Accordingly, during the quarter ended December 31, 2019, the Company recognized a loss of approximately $580,000 for the disposition of those older tablets and related cases recorded in site equipment to be installed for which it did not expect to generate future cash flows. Total loss for the disposition of site equipment for the year ended December 31, 2019 was approximately $591,000. There were no indications of impairment for the year ended December 31, 2018. Fixed Assets Depreciation of fixed assets is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements and fixed assets under finance leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease period. The Company incurs a relatively significant level of depreciation expense in relation to its operating income. The amount of depreciation expense in any fiscal year is largely related to the equipment located at the Company’s customers’ sites that are not under sales-type lease arrangements. Such equipment includes the Classic Playmaker, tablet, other associated electronics and the computers located at customer’s sites (collectively, “Site Equipment”). The components within Site Equipment are depreciated over one to three years based on the shorter of the contractual finance lease period or the estimated useful life, which considers anticipated technology changes. Machinery and equipment are depreciated over three to five years, furniture and fixtures is depreciated over five to seven years and the vehicle is depreciated over five years. If the Company’s fixed assets turn out to have longer lives, on average, than estimated, then its depreciation expense would be significantly reduced in those future periods. Conversely, if the fixed assets turn out to have shorter lives, on average, than estimated, then its depreciation expense would be significantly increased in those future periods. As of December 31, 2019, the Company determined there were no changes to the estimated useful lives for any of its assets. Goodwill Intangibles – Goodwill and Other. The Company has goodwill resulting from the excess of costs over the fair value of assets it acquired in 2003 related to its Canadian business (the “Reporting Unit”). The Company performed the quantitative impairment test of its goodwill in each of the years ended December 31, 2019 and 2018, as the Company determined that because of declines in revenue of the Reporting Unit, the decline in the Company’s stock price and other general market conditions, it was more likely than not that there were indications of impairment. The Company used three methods of determining the fair value of the reporting unit: the public company market method, the transaction market method and the income method. Each method was equally weighted to calculate the total estimated fair value, and then the Company compared this fair value to the carrying value of the reporting unit. The impairment test performed during 2018 resulted in the carrying value exceeding the fair value. Accordingly, the Company recognized a goodwill impairment loss of approximately $261,000 during the year ended December 31, 2018. The impairment test performed during 2019 resulted in the fair value exceeding the carrying value. Therefore, the Company did not record any goodwill impairment for the year ended December 31, 2019. Revenue Recognition Revenue from Contracts with Customers 1. Identify the contract(s) with customers 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when the performance obligations have been satisfied ASC No. 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, charging equipment fees to certain customers for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling DOOH advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other entities, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Up until February 1, 2020, the Company also generated revenue from hosting live trivia events (see Note 18). In general, when multiple performance obligations are present in a customer contract, the transaction price is allocated to the individual performance obligation based on the relative stand-alone selling prices, and the revenue is recognized when or as each performance obligation has been satisfied. Discounts are treated as a reduction to the overall transaction price and allocated to the performance obligations based on the relative stand-alone selling prices. All revenues are recognized net of sales tax collected from the customer. Revenue Streams The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2019 2018 $ % of Total $ % of Total Change $ % Subscription revenue 14,278,000 72.1 % 16,031,000 68.7 % (1,753,000 ) (10.9 )% Hardware revenue 2,350,000 11.9 % 3,589,000 15.4 % (1,239,000 ) (34.5 )% Other revenue 3,178,000 16.0 % 3,715,000 15.9 % (537,000 ) (14.5 )% Total 19,806,000 100.0 % 23,335,000 100.0 % (3,529,000 ) (15.1 )% The following describes how the Company recognizes revenue under ASC No. 606. Subscription Revenue Costs associated with installing the equipment are considered direct costs. Costs associated with sales commissions are considered incremental costs for obtaining the contract because such costs would not have been incurred without obtaining the contract. The Company expects to recover both costs through future fees it collects and both costs are recorded in deferred costs on the balance sheet and amortized on a straight-line basis. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commissions over the longer of the contract term and the expected term of the customer relationship. Sales-type Lease Revenue— Leases. Equipment Sales— Advertising Revenue— Content Licensing Live Hosted Trivia Revenue— Pay-to-Play Revenue— Professional Development Revenue Revenue Concentrations The Company’s customers predominantly range from small independently operated bars and restaurants to bars and restaurants operated by national chains. This results in diverse venue sizes and locations. As of December 31, 2018, 2,639 venues in the U.S. and Canada subscribed to our interactive entertainment network, of which approximately 46% were Buffalo Wild Wings corporate-owned restaurants and its franchisees. As of December 31, 2019, the Company’s site count declined to 1,440 venues primarily due to the termination of its agreement with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019 in accordance with the terms of the agreement. See Note (1) BASIS OF PRESENTATION—Basis of Accounting Presentation, above and ITEM 1A. “Risk Factors” in Part I of the 2019 10-K. The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the years ended December 31, 2019 and 2018, and the percentage of total revenue that such amount represents for such periods: Year Ended 2019 2018 Buffalo Wild Wings revenue $ 6,820,000 $ 10,180,000 Percent of total revenue 34 % 44 % As of December 31, 2019 and 2018, approximately $158,000 and $552,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. The geographic breakdown of the Company’s revenue for the years ended December 31, 2019 and 2018 were as follows: For the years ended 2019 2018 United States $ 19,153,000 $ 22,653,000 Canada 653,000 682,000 Total revenue $ 19,806,000 $ 23,335,000 Contract Assets and Liabilities The Company enters into contracts and may recognize contract assets and liabilities that arise from these contracts. The Company recognizes revenue and corresponding cash for customers who auto pay via their bank account or credit card, or the Company recognizes a corresponding accounts receivable for customers the Company invoices. The Company may receive consideration from customers, per the terms of the contract, prior to transferring goods or services to the customer. In such instances, the Company records a contract liability and recognizes the contract liability as revenue when all revenue recognition criteria are met. The table below shows the balance of contract liabilities as of December 31, 2019 and December 31, 2018, including the change during the period. Deferred Balance at January 1, 2019 $ 1,297,000 New performance obligations 1,093,000 Revenue recognized (1,928,000 ) Balance at December 31, 2019 462,000 Less non-current portion (2,000 ) Current portion at December 31, 2019 $ 460,000 The Company capitalizes installation costs associated with installing equipment in a customer location and sales commissions as a deferred cost asset on the balance sheet. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess installation costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commission costs over the longer of the contract term and the expected term of the customer relationship. The tables below show the balance of the unamortized installation cost and sales commissions as of December 31, 2019 and December 31, 2018, including the change during the period. Installation Sales Total Balance at January 1, 2019 $ 321,000 $ 103,000 $ 424,000 Incremental costs deferred 352,000 161,000 513,000 Deferred costs recognized (486,000 ) (177,000 ) (663,000 ) Balance at December 31, 2019 187,000 87,000 274,000 Research and Development Software Development Costs The Company performed its annual review of software development projects for the years ended December 31, 2019 and 2018, and determined to abandon various software development projects that the Company concluded were no longer a current strategic fit or for which it determined that the marketability of the content had decreased due to obtaining additional information regarding the specific industry for which the content was intended. As a result, for the quarter ended December 31, 2019, the Company recognized an impairment of $498,000. There was no impairment charge for the quarter ended December 31, 2018. For the year ended December 31, 2019 and 2018, the Company recognized an impairment charge of $550,000 and $23,000, respectively. Impairment of capitalized software is shown separately on the Company’s consolidated statement of operations. Advertising Costs— Shipping and Handling Costs Stock-Based Compensation , Compensation – Stock Compensation. Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting. Income Taxes ASC No. 740, Income Taxes, Earnings Per Share Segment Reporting Segment Reporting Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842); Leases (Topic 842): Targeted Improvements Leases (Topic 842) – Narrow-Scope Improvements for Lessors Topic 842 also allows lessees and lessors to elect certain practical expedients. The Company elected the following practical expedients: ● Transitional practical expedients, which must be elected as a package and applied consistently to all of the Company’s leases: ○ The Company need not reassess whether any expired or existing contracts are or contain leases. ○ The Company need not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with the previous guidance will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with the previous guidance will be classified as finance leases). ○ The Company need not reassess initial direct costs for any existing leases. ● Hindsight practical expedient. The Company elected the hindsight practical expedient in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The Company may elect this practical expedient separately or with the “practical expedient package,” and the Company must apply it consistently to all of its leases. Upon adoption of Topic 842, the Company recognized on its consolidated balance sheet as of January 1, 2019 approximately $3.5 million of operating lease liabilities, and approximately $2.3 million of corresponding operating right-of use assets, net of tenant improvement allowances. The Company also shows the initial recognition of the leases as a supplemental noncash financing activity on the statement of cash flows and the amortization of the noncash lease expense in operating activities. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. (See Note 14 for more information.) |
Restricted Cash
Restricted Cash | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Restricted Cash | 5. RESTRICTED CASH At the commencement date of the Company’s lease for its corporate headquarters on December 1, 2018, the Company’s primary lender, Avidbank, issued a $250,000 letter of credit to the lessor as security, which amount was reduced by $50,000 on December 1, 2019 and was to be reduced by the same amount December 1 of each year thereafter, provided there has been no default under the lease. Avidbank required the Company to deposit $250,000 in a restricted cash account maintained with the bank, which amount was and would be reduced as the amount required under the letter of credit is reduced. The Company recorded the $250,000 deposit as restricted cash on its balance sheet, with $50,000 plus any earned interest being recorded in short-term restricted cash and the balance being recorded in long-term restricted cash. In June 2020, the Company terminated its lease for its corporate headquarters, and as part of the consideration to the lessor for the early least termination, the lessor received the $200,000 of restricted cash provided for under the letter of credit in July 2020. (See Note 10 for more information on the lease termination.) | 4. Restricted Cash When the Company entered the lease for its corporate headquarters, the Company’s bank, Avidbank, issued a $250,000 letter of credit to the lessor as security, which amount will be reduced by $50,000 on December 1 of each year beginning on December 1, 2019, provided there has been no default under the lease. Avidbank required the Company to deposit $250,000 in a restricted cash account maintained with the bank, which amount will be reduced as the amount required under the letter of credit is reduced. As of December 31, 2019, the letter of credit and the corresponding restricted cash recorded on the accompanying consolidated balance sheet was $200,000, with $50,000 plus any earned interest being recorded in short-term restricted cash and the balance being recorded in long-term restricted cash. The amount deposited in the restricted cash account does not count toward the covenant in the Avidbank loan and security agreement (see Note 13) that requires the Company to have an aggregate amount of unrestricted cash in deposit accounts or securities accounts maintained with Avidbank of not less than $2,000,000 at all times. |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | 5. Fixed Assets, Net Fixed assets are recorded at cost and consist of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Site equipment $ 8,856,000 $ 11,566,000 Machinery and equipment 1,570,000 1,887,000 Furniture and fixtures 314,000 461,000 Leasehold improvements 1,240,000 1,240,000 Vehicle 15,000 15,000 11,995,000 15,169,000 Accumulated depreciation (9,173,000 ) (10,502,000 ) Total $ 2,822,000 $ 4,667,000 Depreciation expense totaled $2,358,000 and $2,382,000 for the years ended December 31, 2019 and 2018, respectively. The geographic breakdown of the Company’s long-term tangible assets for the last two fiscal years were as follows: As of December 31, 2019 2018 United States $ 2,760,000 $ 4,526,000 Canada 62,000 141,000 Total fixed assets $ 2,822,000 $ 4,667,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short maturity of these instruments. The fair value of long-term debt is based on the Company’s current borrowing rate for similar types of borrowing arrangements. ASC No. 820, Fair Value Measurements and Disclosures, Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis: The Company does not have assets or liabilities that are measured at fair value on a recurring basis. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis: Certain assets are measured at fair value on a non-recurring basis and are subject to fair value adjustments only in certain circumstances. Goodwill is written down to fair value when determined to be impaired, and long-lived assets, including capitalized software, are written down to fair value when they are held for sale or determined to be impaired. The valuation methods for goodwill and long-lived assets involve assumptions concerning interest and discount rates, growth projections, and/or other assumptions of future business conditions. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified in Level 3 of the valuation hierarchy. There were no transfers between fair value measurement levels during the year ended December 31, 2019. |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Accrued Compensation | 8. Accrued Compensation Accrued compensation consisted of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Accrued vacation $ 260,000 $ 267,000 Accrued salaries 236,000 251,000 Accrued bonuses 77,000 32,000 Accrued commissions 15,000 22,000 Total accrued compensation $ 588,000 $ 572,000 |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 9. Concentrations of Risk Credit Risk At times, the Company’s cash balances held in financial institutions are in excess of federally insured limits. The Company performs periodic evaluations of the relative credit standing of financial institutions and seeks to limit the amount of risk by selecting financial institutions with a strong credit standing. The Company believes it is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Buzztime network provides services to group viewing locations, generally restaurants, sports bars and lounges throughout North America. Concentration of credit risk with respect to trade receivables is limited due to the large number of customers comprising the Company’s customer base, and their dispersion across many different geographic locations. The Company performs credit evaluations of new customers and generally requires no collateral. The Company maintains an allowance for doubtful accounts to provide for credit losses. Significant Customer For the years ended December 31, 2019 and 2018, the Company generated approximately $6,820,000 and $10,180,000, respectively, of total revenue from Buffalo Wild Wings corporate-owned restaurants and its franchisees, which represented approximately 34% and 44% of total revenue in each of those years, respectively. As of December 31, 2019 and 2018, approximately $158,000 and $552,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. In November 2018, the Company’s relationship with Buffalo Wild Wings corporate-owned and most of the franchisee-owned restaurants terminated in accordance with the terms of the agreements the Company had with Buffalo Wild Wings and such franchisees. Certain Buffalo Wild Wings franchisee-owned locations extended their relationship with the Company through the end of 2020. Sole Equipment Supplier The Company currently purchases the tablets, cases and charging trays used in its tablet platform from one unaffiliated third-party manufacturer. The Company currently does not have an alternative manufacturer for its tablets or an alternative manufacturer or device for the tablet cases or tablet charging trays. The Company no longer purchases playmakers for its Classic platform. As of December 31, 2019 and 2018, approximately $629,000 and $15,000, respectively, was included in accounts payable or accrued expenses for the tablet equipment purchased from its sole supplier. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers 1. Identify the contract(s) with customers 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when the performance obligations have been satisfied ASC No. 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling DOOH advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other entities, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Until February 1, 2020, the Company also generated revenue from hosting live trivia events. The Company sold all of its assets used to host live trivia events in January 2020. In general, when multiple performance obligations are present in a customer contract, the transaction price is allocated to the individual performance obligation based on the relative stand-alone selling prices, and the revenue is recognized when or as each performance obligation has been satisfied. Discounts are treated as a reduction to the overall transaction price and allocated to the performance obligations based on the relative stand-alone selling prices. All revenues are recognized net of sales tax collected from the customer. ASC No. 606 specifies certain criteria that an arrangement with a customer must have in order for a contract to exist for purposes of revenue recognition, one of which is that it must be probable that the Company will collect the consideration to which it will be entitled under the contract. As a result of the impact that the COVID-19 pandemic has had, and continues to have, on the Company’s customers, the Company determined that due to the uncertainty of collectability of the subscription fees for certain customers, the Company’s arrangement with those customers no longer meets all the criteria needed for a contract to exist for revenue recognition purposes. Therefore, the Company did not recognize revenue for these customers and fully reserved for accounts receivable in the allowance for doubtful accounts. The Company only recognized revenue for the arrangements that continued to meet the contract criteria, including the criteria that collectability was probable. Revenue Streams The Company disaggregates revenue by material revenue stream as follows: Three months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 1,053,000 71.3 % 3,723,000 81 % (2,670,000 ) (71.7 )% Hardware revenue 379,000 25.7 % 11,000 0 % 368,000 3,345.5 % Other revenue 45,000 3.0 % 846,000 19 % (801,000 ) (94.7 )% Total 1,477,000 100.0 % 4,580,000 100 % (3,103,000 ) (67.8 )% Nine months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 3,779,000 82 % 11,356,000 78 % (7,577,000 ) (67 )% Hardware revenue 421,000 9 % 811,000 6 % (390,000 ) (48 )% Other revenue 425,000 9 % 2,471,000 17 % (2,046,000 ) (83 )% Total 4,625,000 100 % 14,638,000 100 % (10,013,000 ) (68 )% The following describes how the Company recognizes revenue under ASC No. 606. Subscription Revenue As discussed above, as a result of the impact that the COVID-19 pandemic has had, and continues to have, on the Company’s customers, the Company determined that due to the uncertainty of collectability of the subscription fees for certain customers, the Company’s arrangement with those customers no longer meets all the criteria needed for a contract to exist for revenue recognition purposes. Therefore, the Company did not recognize revenue for these customers and fully reserved for accounts receivable in the allowance for doubtful accounts. Costs associated with installing the equipment are considered direct costs. Costs associated with sales commissions are considered incremental costs for obtaining the contract because such costs would not have been incurred without obtaining the contract. The Company expects to recover both costs through future fees it collects and both costs are recorded in deferred costs on the balance sheet and amortized on a straight-line basis. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commissions over the longer of the contract term and the expected term of the customer relationship. Sales-type Lease Revenue Leases. Equipment Sales Advertising Revenue Content Licensing Live-hosted Trivia Revenue Professional Development Revenue Revenue Concentrations The Company’s customers predominantly range from small independently operated bars and restaurants to bars and restaurants operated by national chains. This results in diverse venue sizes and locations. As of September 30, 2019, 2,565 venues in the U.S. and Canada subscribed to the Company’s interactive entertainment network, of which approximately 47% were Buffalo Wild Wings corporate-owned restaurants and its franchisees. As of September 30, 2020, the number declined to 1,080 venues, primarily due to the termination of its agreements with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019 in accordance with their terms and also in part to customers terminating their subscriptions or going out of business relating to the effects of the COVID-19 pandemic on their business. The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the three and nine months ended September 30, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Buffalo Wild Wings revenue $ 25,000 $ 1,676,000 $ 176,000 $ 5,891,000 Percent of total revenue 2 % 37 % 4 % 40 % As of September 30, 2020 and December 31, 2019, approximately $112,000 and $158,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. The geographic breakdown of the Company’s revenue for the three and nine months ended September 30, 2020 and 2019 were as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 United States $ 1,420,000 $ 4,420,000 $ 4,390,000 $ 14,144,000 Canada 57,000 160,000 235,000 494,000 Total revenue $ 1,477,000 $ 4,580,000 $ 4,625,000 $ 14,638,000 Contract Assets and Liabilities The Company enters into contracts and may recognize contract assets and liabilities that arise from these contracts. The Company recognizes revenue and corresponding cash for customers who auto pay via their bank account or credit card, or the Company recognizes a corresponding accounts receivable for customers the Company invoices. The Company may receive consideration from customers, per the terms of the contract, prior to transferring goods or services to the customer. In such instances, the Company records a contract liability and recognizes the contract liability as revenue when all revenue recognition criteria are met. The table below shows the balance of contract liabilities as of January 1, 2020 and September 30, 2020, including the change during the period. Deferred Revenue Balance at January 1, 2020 $ 462,000 New performance obligations 198,000 Revenue recognized (540,000 ) Balance at September 30, 2020 120,000 Less non-current portion - Current portion at September 30, 2020 $ 120,000 The Company capitalizes installation costs associated with installing equipment in a customer location and sales commissions as a deferred cost asset on the balance sheet. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess installation costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commission costs over the longer of the contract term and the expected term of the customer relationship. The table below shows the balance of the unamortized installation cost and sales commissions as of January 1, 2020 and September 30, 2020, including the change during the period. Installation Costs Sales Commissions Total Deferred Costs Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 83,000 60,000 143,000 Deferred costs recognized (212,000 ) (120,000 ) (332,000 ) Balance at September 30, 2020 58,000 27,000 85,000 |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Common Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Basic and Diluted Earnings Per Common Share | 7. Basic and Diluted Earnings Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of potential common shares. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus potential common shares. Stock options, restricted stock units, and other convertible securities are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury method when their effect is dilutive. Options, restricted stock units and convertible preferred stock representing approximately 239,000 and 249,000 shares of common stock were excluded from the computations of diluted net loss per common share for the three and nine months ended September 30, 2020 and 2019, respectively, as their effect was anti-dilutive. | 10. Basic and Diluted Earnings Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of potential common shares. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus potential common shares. Stock options, restricted stock units, and other convertible securities are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury method when their effect is dilutive. Options, restricted stock units and convertible preferred stock representing approximately 210,000 and 219,000 shares of common stock were excluded from the computations of diluted net loss per common share for the years ended December 31, 2019 and 2018, respectively, as their effect was anti-dilutive. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | ||
Shareholders' Equity | 8. SHAREHOLDERS’ EQUITY Equity Incentive Plans The Company’s stock-based compensation plans include the NTN Buzztime, Inc. 2019 Performance Incentive Plan (the “2019 Plan”), the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan (the “2010 Plan”) and the NTN Buzztime, Inc. 2014 Inducement Plan (the “2014 Plan”). The Company’s board of directors designated its nominating and corporate governance/compensation committee as the administrator of the foregoing plans (the “Plan Administrator”). Among other things, the Plan Administrator selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. The 2019 Plan provides for the issuance of up to 240,000 shares of Company common stock. Awards under the 2019 Plan may be granted to officers, directors, employees and consultants of the Company. Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. As of September 30, 2020, there were stock options to purchase approximately 2,000 shares of common stock and 98,000 restricted stock units outstanding under the 2019 Plan. As a result of stockholder approval of the 2019 Plan in June 2019, no future grants will be made under the 2010 Plan. All awards that are outstanding under the 2010 Plan will continue to be governed by the 2010 Plan until they are exercised or expire in accordance with the terms of the applicable award or the 2010 Plan. As of September 30, 2020, there were stock options to purchase approximately 24,000 shares of common stock and 12,000 restricted stock units outstanding under the 2010 Plan. The 2014 Plan provides for the grant of up to 85,000 share-based awards to a new employee as an inducement material to the new employee entering into employment with the Company and expires in September 2024. As of September 30, 2020, there were no equity grants outstanding under the 2014 Plan. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC No. 718 , Compensation – Stock Compensation. The Company uses the historical stock price volatility as an input to value its stock options under ASC No. 718. The expected term of stock options represents the period of time options are expected to be outstanding and is based on observed historical exercise patterns of the Company, which the Company believes are indicative of future exercise behavior. For the risk-free interest rate, the Company uses the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The Company did not grant any stock options and no options were exercised during the three or nine months ended September 30, 2020. During the three and nine months ended September 30, 2019, the Company granted stock options to purchase approximately 1,000 and 2,000 shares of common stock, respectively, and no options were exercised. The following weighted-average assumptions were used for stock option awards granted during the three and nine months ended September 30, 2019: Three months ended Nine months ended September 30, 2019 September 30, 2019 Weighted average risk-free rate 1.39 % 1.70 % Weighted average volatility 95.11 % 108.83 % Dividend yield 0.00 % 0.00 % Expected term 5.61 years 5.73 years The Company estimates forfeitures, based on historical activity, at the time of grant and revised if necessary in subsequent periods if actual forfeiture rates differ from those estimates. Stock-based compensation expense for the three months ended September 30, 2020 and 2019 was $53,000 and $63,000, respectively, and $135,000 and $172,000 for the nine months ended September 30, 2020 and 2019, respectively, and is expensed in selling, general and administrative expenses and credited to additional paid-in-capital. Outstanding restricted stock units (“RSUs”) are settled in an equal number of shares of common stock on the vesting date of the award. An RSU award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because RSUs are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. During the three months ended September 30, 2019, the Company granted 30,000 RSUs. No RSUs were granted during the three months ended September 30, 2020. During the nine months ended September 30, 2020 and 2019, the Company granted 172,000 and 77,000 RSUs, respectively. The weighted average grant date fair value of the RSUs awarded during the three months ended September 30, 2019 was $2.76 per RSU. The weighted average grant date fair value of the RSUs awarded during the nine months ended September 30, 2020 and 2019 was $2.51 and $2.95 per RSU, respectively. During the three months ended September 30, 2019, 30,000 RSUs were awarded as a performance-based award granted to the Company’s former chief executive officer in connection with his resignation. The award would have vested in full upon the effective date of a change in control transaction in which an individual, entity or group acquired all of the Company’s then-outstanding equity interests on or before March 17, 2020, or in which an individual, entity or group acquired 51% of our then-outstanding equity interests on or before March 17, 2020, and then that same individual, entity or group acquired the remaining equity so that it held all of the Company’s then-outstanding equity interests on or before June 17, 2020. Continuing service was not required for vesting to occur. Because a change in control is not considered probable until a change in control occurs, and because the change in control did not occur as discussed above, the Company did not recognize stock compensation expense on this award and this award expired unvested. In connection with the resignation of the Company’s former chief executive officer, the vesting of 10,000 of his RSUs were accelerated, 5,000 in September 2019 and 5,000 in October 2019. The modification of this award resulted in the Company recognizing stock compensation expense for the accelerated vesting of RSUs in the period in which the accelerated vesting occurred. With the exception of the performance-based award and the acceleration of vesting of RSUs discussed above, RSUs typically vest over a period of two to three years, generally in monthly or quarterly increments. Some awards may have an initial cliff period of six months before the monthly vesting begins. All outstanding RSUs as of September 30, 2020 are subject to accelerated vesting in the event of a change in control. The following table shows the number of RSUs that vested and were settled during the three and nine months ended September 30, 2020 and 2019, as well as the number of shares of common stock issued upon settlement. In lieu of paying cash to satisfy withholding taxes due upon the settlement of vested RSUs, an employee may elect to have shares of common stock withheld that would otherwise be issued at settlement, the value of which is equal to the amount of withholding taxes payable. Three months ended Nine months ended 2020 2019 2020 2019 Restricted stock units vested and settled 19,000 18,000 39,000 29,000 Common stock issued, net of shares withheld 14,000 13,000 28,000 20,000 | 11. Shareholders’ Equity Registered Direct Offerings In June 2018, the Company sold approximately 345,000 shares of its common stock at a purchase price of $4.50 per share and received net proceeds of approximately $1,375,000, after deducting estimated offering expenses. The Company used the net proceeds from the offering for general corporate purposes, which included working capital, general and administrative expenses, capital expenditures and implementation of its strategic priorities. There were no equity offerings during the year ended December 31, 2019. Equity Incentive Plans The Company’s stock-based compensation plans include the NTN Buzztime, Inc. 2019 Performance Incentive Plan (the “2019 Plan”), the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan (the “2010 Plan”) and the NTN Buzztime, Inc. 2014 Inducement Plan (the “2014 Plan”). The Company’s board of directors designated its nominating and corporate governance/compensation committee as the administrator of the foregoing plans (the “Plan Administrator”). Among other things, the Plan Administrator selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. At the Company’s 2019 Annual Meeting of Stockholders, the Company’s stockholders approved the 2019 Plan, which provides for the issuance of up to 240,000 shares of Company common stock. Awards the under the 2019 Plan may be granted to officers, directors, employees and consultants of the Company. Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. As of December 31, 2019, there were stock options to purchase approximately 2,000 shares of common stock and 30,000 restricted stock units outstanding under the 2019 Plan. As a result of stockholder approval of the 2019 Plan, no future grants will be made under the 2010 Plan. All awards that are outstanding under the 2010 Plan will continue to be governed by the 2010 Plan until they are exercised or expire in accordance with the terms of the applicable award or the 2010 Plan. As of December 31, 2019, there were stock options to purchase approximately 55,000 shares of common stock and 27,000 restricted stock units outstanding under the 2010 Plan. The 2014 Plan provides for the grant of up to 85,000 share-based awards to a new employee as an inducement material to the new employee entering into employment with the Company and expires in September 2024. As of December 31, 2019, there were stock options to purchase approximately 85,000 shares of common stock and no restricted stock units outstanding under the 2014 Plan. Stock-Based Compensation Valuation Assumptions The Company records stock-based compensation in accordance with ASC No. 718 , Compensation – Stock Compensation. Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting. The Company uses the historical stock price volatility as an input to value its stock options under ASC No. 718. The expected term of stock options represents the period of time options are expected to be outstanding and is based on observed historical exercise patterns of the Company, which the Company believes are indicative of future exercise behavior. For the risk-free interest rate, the Company uses the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The following weighted-average assumptions were used for grants issued during 2019 and 2018 under the ASC No. 718 requirements: 2019 2018 Weighted average risk-free rate 1.68 % 2.87 % Weighted average volatility 105.53 % 113.20 % Dividend yield 0.00 % 0.00 % Expected term 5.37 years 7.06 years The Company estimates forfeitures, based on historical activity, at the time of grant and revised if necessary in subsequent periods if actual forfeiture rates differ from those estimates. Stock-based compensation expense for employees during the years ended December 31, 2019 and 2018 was $206,000 and $443,000, respectively, and is expensed in selling, general and administrative expenses and credited to the additional paid-in-capital account. Stock Option Activity The following table summarizes stock option activities for the years ended December 31, 2019 and 2018: Outstanding Weighted Weighted (in years) Aggregate Intrinsic Outstanding January 1, 2018 156,000 $ 17.74 $ 7.12 $ - Granted 2,000 4.44 - - Exercised - - - - Cancelled (6,000 ) 10.42 - - Forfeited (4,000 ) 6.38 - - Expired (1,000 ) 16.00 - - Outstanding December 31, 2018 147,000 18.20 6.08 - Granted 3,000 3.15 - - Exercised - - - - Cancelled (6,000 ) 13.32 - - Forfeited (2,000 ) 6.24 - - Expired - - - - Outstanding December 31, 2019 142,000 $ 18.26 5.14 $ - Options vested and exercisable at December 31, 2019 140,000 $ 18.43 5.10 $ - The per share weighted average grant-date fair value of stock options granted during the years ended December 31, 2019 and 2018 was $2.49 and $3.90, respectively. As of December 31, 2019, the unamortized stock based compensation expense related to outstanding unvested options was approximately $8,000 with a weighted average remaining requisite service period of 0.9 years. The Company expects to amortize this expense over the remaining requisite service period of these stock options. A deferred tax asset generally would be recorded related to the expected future tax benefit from the exercise of the non-qualified stock options. However, due to a history of net operating losses (“NOLs”), a full valuation allowance has been recorded related to the tax benefit for non-qualified stock options. Restricted Stock Unit Activity Outstanding restricted stock units are settled in an equal number of shares of common stock on the vesting date of the award. A stock unit award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because restricted stock units are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. The weighted average grant date fair value of the restricted stock units awarded during the years ended December 31, 2019 and 2018 was $3.35 and $5.13 per restricted stock unit, respectively. During the year ended December 31, 2019, 30,000 restricted stock units were awarded as a performance-based award granted to the Company’s former chief executive officer in connection with his resignation. The award will vest in full upon the effective date of a change in control transaction in which an individual, entity or group acquires all of the Company’s then-outstanding equity interests on or before March 17, 2020, or in which an individual, entity or group acquires 51% of our then-outstanding equity interests on or before March 17, 2020, and then that same individual, entity or group acquires the remaining equity so that it holds all of the Company’s then-outstanding equity interests on or before June 17, 2020. Continuing service is not required for vesting to occur. Because a change in control is not considered probable until a change in control occurs, the Company will not recognize stock compensation expense on this award until such change in control occurs. In connection with the resignation of the Company’s former chief executive officer, the vesting of 10,000 of his restricted stock units was accelerated, 5,000 in September 2019 and 5,000 in October 2019. The modification of this award resulted in the Company recognizing stock compensation expense for the accelerated vesting of restricted stock units in the period in which the vesting was accelerated. With the exception of the performance-based award and the acceleration of vesting of restricted stock units discussed above, all restricted stock units granted vest as to 16.67% of the total underlying shares on the six month anniversary of the grant date and as to the balance of the total underlying shares in 30 substantially equal monthly installments, beginning on the seven month anniversary of the grant date, subject to accelerated vesting in the event of a change in control. The following table summarizes restricted stock unit activity for the years ended December 31, 2019 and 2018: Outstanding Restricted Weighted January 1, 2018 - $ - Granted 74,000 5.13 Released (13,000 ) 6.04 Canceled - - December 31, 2018 61,000 $ 4.94 Granted 77,000 3.35 Released (38,000 ) 4.09 Cancelled (43,000 ) 4.17 December 31, 2019 57,000 $ 3.57 Balance expected to vest at December 31, 2019 19,000 Under the 2010 Plan, in lieu of paying cash to satisfy withholding taxes due upon the settlement of vested restricted stock units, an employee may elect to have shares of common stock withheld that would otherwise be issued at settlement, the value of which is equal to the amount of withholding taxes payable. During the years ended December 31, 2019 and 2018, approximately 38,000 and 13,000 restricted stock units vested and were settled, respectively, and as a result of employees electing to satisfy applicable withholding taxes by having the Company withhold shares, approximately 26,000 and 9,000 shares of common stock were issued, respectively. Warrant Activity The following summarizes warrant activities for the years ended December 31, 2019 and 2018: Outstanding Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding January 1, 2018 72,000 $ 20.00 0.87 Granted - - - Exercised - - - Forfeited (72,000 ) - - Outstanding December 31, 2018 - $ - - During 2013, the Company issued warrants to purchase an aggregate of 72,000 shares of common stock in connection with a private placement. The fair value of the warrants was approximately $1,379,000 in aggregate and was determined using the Black-Scholes model using the following weighted-average assumptions: risk-free interest rates of 1.06%; dividend yield of 0%; expected volatility of 80.25%; and a term of 5 years. The Company concluded that these warrants qualify as equity instruments and not liabilities. None of these warrants were exercised, and as of December 31, 2018, all outstanding warrants expired. There were no new warrants granted during the year ended December 31, 2019. Cumulative Convertible Preferred Stock The Company has authorized 156,000 shares of preferred stock, all of which is designated as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), and all of which were issued and outstanding as of December 31, 2019 and 2018. The Series A Preferred Stock provides for a cumulative annual dividend of $0.10 per share, payable in semi-annual installments in June and December. Dividends may be paid in cash or with shares of common stock. The Company paid approximately $16,000 in cash for payment of dividends in each of the years ended December 31, 2019 and 2018. The Series A Preferred Stock has no voting rights and has a $1.00 per share liquidation preference over common stock. The registered holder has the right at any time to convert shares of Series A Preferred Stock into that number of shares of common stock that equals the number of shares of Series A Preferred Stock that are surrendered for conversion divided by the conversion rate. At December 31, 2019, the conversion rate was 13.434 and, based on that conversion rate, all outstanding shares of Series A Preferred Stock would have converted into approximately 12,000 shares of common stock. The conversion rate is subject to adjustment in certain events and is established at the time of conversion. There were no conversions during either of the years ended December 31, 2019 and 2018. There is no mandatory conversion term, date or any redemption features associated with the Series A Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For each of the years ended December 31, 2019 and 2018, current tax provisions and current deferred tax provisions were recorded as follows: As of December 31, 2019 2018 Current Tax Provision Federal $ - $ 21,000 State (25,000 ) (21,000 ) Foreign 2,000 (5,000 ) (23,000 ) (5,000 ) Deferred Tax Provision Federal - - State 2,000 6,000 Foreign (6,000 ) 63,000 (4,000 ) 69,000 Total Tax Provision Federal - 21,000 State (23,000 ) (15,000 ) Foreign (4,000 ) 58,000 $ (27,000 ) $ 64,000 The net deferred tax assets and liabilities have been reported in other liabilities in the consolidated balance sheets at December 31, 2019 and 2018 as follows: As of December 31, 2019 2018 Deferred Tax Assets: NOL carryforwards $ 14,730,000 $ 15,756,000 UK NOL carryforwards 552,000 534,000 Allowance for doubtful accounts 92,000 97,000 Compensation and vacation accrual 57,000 58,000 Operating accruals 6,000 285,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 106,000 120,000 Lease liabilities 854,000 - Other 846,000 850,000 Total gross deferred tax assets 17,369,000 17,826,000 Valuation allowance (16,218,000 ) (17,149,000 ) Net deferred tax assets 1,151,000 677,000 Deferred Tax Liabilities: Capitalized software 497,000 523,000 Right of use assets 544,000 - Fixed assets and intangibles 45,000 86,000 Foreign 47,000 45,000 Total gross deferred liabilities 1,133,000 654,000 Net deferred taxes $ 18,000 $ 23,000 The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% is as follows: As of December 31, 2019 2018 Tax at federal income tax rate $ 424,000 $ 68,000 State provision (23,000 ) (15,000 ) Foreign tax differential (2,000 ) 13,000 Change in valuation allowance (429,000 ) (20,000 ) Permanent items 3,000 (3,000 ) Other - 21,000 Total Provision $ (27,000 ) $ 64,000 The net change in the total valuation allowance for the year ended December 31, 2019 was an increase of $429,000. The net change in the total valuation allowance for the year ended December 31, 2018 was an increase of $20,000. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and planning strategies in making this assessment. Based on the level of historical operating results and projections for the taxable income for the future, the Company has determined that it is more likely than not that the portion of deferred taxes not utilized through the reversal of deferred tax liabilities will not be realized. Accordingly, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. At December 31, 2019, the Company had NOL carryforwards of approximately $63,354,000 for federal income tax purposes, which will continue expiring in 2020, and approximately $29,195,000 for state income tax purposes, which will continue expiring in 2020. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state NOL carryforwards due to continued operating losses. Under Internal Revenue Code (“IRC”) Section 382 and similar state provisions, ownership changes may limit the annual utilization of NOL carryforwards existing prior to a change in control that are available to offset future taxable income. Such limitations would reduce, potentially significantly, the gross deferred tax assets disclosed in the table above related to the NOL carryforwards. The Company performed a Section 382 analysis as of December 31, 2018 to determine the impact of any changes in ownership. Based on this analysis, no ownership change occurred that would limit the use of the NOLs. The Company does not believe there has been a material change in its ownership between the Section 382 analysis completed through December 31, 2018 and the year ended December 31, 2019 that would indicate a limit on the use of the NOLs. The Company continues to disclose the NOL carryforwards at their original amount in the table above as no potential limitation has been quantified. The Company also established a full valuation allowance for substantially all deferred tax assets, including the NOL carryforwards, since the Company could not conclude that it was more likely than not able to generate future taxable income to realize these assets. In addition, the Company has approximately $133,000 of state tax credit tax carryforwards that expire in the years 2020 through 2026. The deferred tax assets as of December 31, 2019 include a deferred tax asset of $442,000 representing NOLs arising from the exercise of stock options by Company employees for 2005 and prior years. To the extent the Company realizes any tax benefit for the NOLs attributable to the stock option exercises, such amount would be credited directly to stockholders’ equity. United States income taxes were not provided on unremitted earnings from non-United States subsidiaries. Such unremitted earnings are considered to be indefinitely reinvested and determination of the amount of taxes that might be paid on these undistributed earnings is not practicable. The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2015. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs were generated and carried forward, and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the IRS or state taxing authorities. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 9. DEBT Term Loan In September 2018, the Company entered into a loan and security agreement with Avidbank for a 48-month term loan in the amount of $4,000,000. In February 2020, the Company made a pre-payment on the term loan of approximately $150,000 following the sale of all of the Company’s assets used to conduct the live-hosted knowledge-based trivia events in January 2020. In March 2020, the Company and Avidbank entered into an amendment to the loan and security agreement (“Amendment #1”). In connection with entering into Amendment #1, the Company made a $433,000 payment on the term loan, which included the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of the term loan to $2,000,000 as of March 31, 2020. The Company incurred approximately $26,000 of debt issuance costs related to the loan and security agreement and its amendment, of which approximately $3,000 was related to Amendment #1. The debt issuance costs are being amortized to interest expense using the effective interest rate method over the life of the loan. The unamortized balance of the debt issuance costs as of September 30, 2020 and December 31, 2019 was $1,000 and $11,000, respectively, and is recorded as a reduction of long-term debt. Under the terms of Amendment #1, the Company’s financial covenants were changed as described below, the maturity date was changed from September 28, 2022 to December 31, 2020, and the amount of the Company’s monthly payment obligations increased as described below. Before entering into Amendment #1, the Company’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. Under the terms of Amendment #1, the minimum EBITDA covenant was replaced with a monthly minimum asset coverage ratio covenant, which the Company refers to as the ACR covenant, and the minimum liquidity covenant was amended to provide that the aggregate amount of unrestricted cash the Company has in deposit accounts or securities accounts maintained with Avidbank must be at all times not less than the principal balance outstanding under the term loan. Under the ACR covenant, the ratio of (i) the Company’s unrestricted cash at Avidbank as of the last day of a calendar month plus 75% of its outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. As of September 30, 2020, the Company was in compliance with both of those covenants. Before entering into Amendment #1, the Company was required to make monthly principal payments of approximately $83,000 plus accrued and unpaid interest. Under the terms of the amendment, the monthly principal payment increased to $125,000 for each of April, May and June 2020, to $300,000 for each of July, August, September, October and November 2020, and to $125,000 for December 2020. As of September 30, 2020, the outstanding principal balance of the term loan was $725,000. On June 1, 2020, the Company and Avidbank entered into an amendment to the loan and security agreement to formally memorialize Avidbank’s consent to the Company receiving the PPP Loan (as defined below). Avidbank initially consented to the Company receiving the PPP loan in April 2020. Paycheck Protection Program Loan On April 18, 2020, the Company issued a note in the principal amount of approximately $1,625,000 to Level One Bank evidencing the loan (the “PPP Loan”) the Company received under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). As of September 30, 2020, the outstanding principal balance of the PPP Loan was approximately $1,625,000. The PPP Loan matures on April 18, 2022 and bears interest at a rate of 1.0% per annum. The Company must make monthly interest only payments beginning on November 18, 2020. One final payment of all unforgiven principal plus any accrued unpaid interest is due at maturity. Under the terms of the PPP, the Company may prepay the PPP Loan at any time with no prepayment penalties. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In October 2020, the Company submitted its loan forgiveness application for the PPP Loan, and in November 2020, the U.S Small Business Administration approved the forgiveness of approximately $1,093,000 of the $1,625,000 loan, leaving a principal balance of approximately $532,000. Bridge Loan In connection with the Asset Purchase Agreement entered into with eGames.com on September 18, 2020, the Company issued to Fertilemind Management, LLC, an affiliate of eGames.com, an unsecured promissory note (the “Note”) in the principal amount of $1,000,000, evidencing a $1,000,000 loan received from Fertilemind Management, LLC on behalf of eGames.com (the “Bridge Loan”). The Company may use the loan proceeds for, among other things, the payment of obligations related to the transactions contemplated by the Asset Purchase Agreement and the Merger Agreement and other general working capital purposes. The principal amount accrues interest at rate of 8% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually. The principal amount of the Bridge Loan and accrued interest thereon is due and payable upon the earlier of (i) the termination of the Asset Purchase Agreement, (ii) the closing of a Business Combination (as defined in the Note), and (iii) December 31, 2020. Upon the closing of the Asset Sale, the Bridge Loan will be applied against the purchase price under the Asset Purchase Agreement, and the Note will be extinguished. All of the Company’s obligations under the Note are subordinate to the indebtedness and all other obligations owed by the Company to Avidbank including under the loan and security agreement, dated as of September 28, 2018 and as amended from time to time, between the Company and Avidbank. The Note includes customary events of default, including if any portion of the Note is not paid when due; if the Company defaults in the performance of any other material term, agreement, covenant or condition of the Note, subject to a cure period; if any final judgment for the payment of money is rendered against the Company and the Company does not discharge the same or cause it to be discharged or vacated within 90 days; if the Company makes an assignment for the benefit of creditors, if the Company generally does not pay its debts as they become due; if a receiver, liquidator or trustee of the Company is appointed, or if the Company is adjudicated bankrupt or insolvent. In the event of an event of default, the Note will accelerate and become immediately due and payable at the option of the holder. The Company is in discussions with Fertilemind Management, LLC regarding the possibility of borrowing an additional $500,000 on approximately December 1, 2020, which, if received, would also be applied toward the purchase price at the closing of the Asset Sale. No assurances can be given that the Company will obtain such $500,000 loan from Fertilemind Management, LLC or from any other party. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 13. Long-term Debt Term Loan In September 2018, the Company entered into a loan and security agreement with Avidbank for a 48-month term loan in the amount of $4,000,000. The Company makes monthly electronic principal payments initiated by Avidbank of approximately $83,000 plus accrued and unpaid interest. As of December 31, 2019, $2,750,000 of the term loan was outstanding. The Company recorded debt issuance costs of $23,000, which includes a $20,000 facility fee. The debt issuance costs are amortized to interest expense using the effective interest rate method over the life of the loan. The unamortized balance of the debt issuance costs as of December 31, 2019 was approximately $11,000 and is recorded as a reduction of long-term debt. Through the year ended December 31, 2019, the Company was required to comply with the following financial covenants: ● EBITDA (as defined below) must be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter. The Company refers to this covenant as the EBITDA covenant. “EBITDA” means (a) net profit (or loss), after provision for taxes, plus (b) interest expense, plus (c) to the extent deducted in the calculation of net profit (or loss), depreciation expense and amortization expense, plus (d) income tax expense, plus (e) to the extent approved by Avidbank, other noncash expenses and charges, other onetime charges, and any losses arising from the sale, exchange, transfer or other disposition of assets not in the ordinary course of business. ● The aggregate amount of unrestricted cash the Company has in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. The Company refers to this covenant as the minimum liquidity covenant. As of December 31, 2019, the Company was in compliance with these covenants. In February 2020, the Company made a pre-payment on its long-term debt with Avidbank of approximately $150,000 as a result of selling certain assets related to the Company’s Stump! Trivia product line. (See Note 18). Pursuant to the amended agreement the Company entered into with Avidbank on March 12, 2020, the total outstanding principal of $2,750,000 was classified as a current liability as of December 31, 2019 and will be paid in full by December 31, 2020. (See Note 18.) Interest expense related to long-term debt for the years ended December 31, 2019 and 2018 was $236,000 and $296,000, respectively. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Leases | 10. LEASES As Lessee The Company has operating leases for its warehouse facility and for equipment under agreements that expire at various dates through 2023. Certain of these leases contain renewal provisions and the warehouse lease requires the Company to pay utilities, insurance, taxes and other operating expenses. The Company terminated its lease for its corporate headquarters as of June 30, 2020, which is discussed further below. The Company also has property held under finance leases that expire at various dates through 2021. The Company’s leases do not contain any residual value guarantees or material restrictive covenants. Upon adoption of ASC No. 842, Leases Corporate Headquarters Lease Termination As part of the Company’s on-going efforts to implement measures designed to reduce operating expenses and preserve capital as it continues to seek to mitigate the substantial negative impact of the COVID-19 pandemic on the Company’s business, on June 25, 2020, the Company entered into a Lease Termination, Surrender and Buy-Out Agreement (the “Lease Termination Agreement”) with Burke Aston Partners, LLC (the “Lessor”) to terminate, effective June 30, 2020, the lease dated July 26, 2018 for the Company’s corporate headquarters. Absent the Lease Termination Agreement, the lease would have expired in accordance with its terms in April 2026. Since January 1, 2020, the Company reduced its headcount from 74 to 19 employees, all of whom are currently working remotely, and the Company did not currently need a corporate headquarters of the size subject to that lease. After paying all the amounts the Company potentially could be required to pay under the Lease Termination Agreement, including both contingent payments described below, the Company will have reduced its future cash obligations under the lease by approximately $3.5 million as compared to the amount of rent the Company would have otherwise paid if the lease remained in effect for the duration of its original term. Pursuant to the Lease Termination Agreement, in exchange for allowing the Company to terminate the lease early, the Company agreed to (i) allow the Lessor to keep its security deposits of approximately $260,000, which includes $200,000 of restricted cash under a letter of credit, (ii) pay the Lessor approximately $121,000 for past due rent, and (iii) pay the Lessor $80,000 if the Company sells all or any material part of its assets or all or any material part of its equity interests and $5,000 if the Lessor needs to dispose of furniture that remained in the office space. In July 2020, the Lessor informed the Company that it needed to dispose of the remaining furniture, and the Company paid the Lessor $5,000 to do so. As a result of the lease termination, the Company recorded a gain on the termination of the lease of approximately $8,000 during the three months ended June 30, 2020, which includes writing off the remaining balances of the right-of-use asset of approximately $1,913,000 and the corresponding lease liability of approximately $3,135,000, applying the principal portion of past due rents to be paid in July 2020 of approximately $64,000, writing off of the unamortized tenant improvement allowance of approximately $890,000, and applying the security deposit of approximately $260,000. Additionally, as part of the lease termination and vacating the facility, the Company recorded a loss on the disposal of fixed assets of approximately $282,000 during the three months ended June 30, 2020, which includes approximately $197,000 in furniture and fixtures and the Company’s vehicle, and $85,000 in other leasehold improvement assets. The tables below show the beginning balances of the operating lease right-of-use assets and liabilities as of January 1, 2019 and the ending balances as of September 30, 2020, including the changes during the periods. Operating lease right-of-use assets Operating lease right-of use assets at January 1, 2020 $ 2,101,000 Amortization of operating lease right-of-use assets (161,000 ) Addition of operating lease right-of -use asset 28,000 Write-off of right-of-use asset due to headquarters lease termination (1,913,000 ) Write-off of right-of-use asset related to other lease terminations (50,000 ) Operating lease right-of-use assets at September 30, 2020 $ 5,000 Operating lease liabilities Operating lease liabilities at January 1, 2020 $ 3,300,000 Principal payments on operating lease liabilities (154,000 ) Addition of operating lease liability 28,000 Write-off of lease liability related to headquarters lease termination (3,135,000 ) Write-off of lease liability related to other lease terminations (34,000 ) Operating lease liabilities at September 30, 2020 5,000 Less non-current portion - Current portion at September 30, 2020 $ 5,000 As of September 30, 2020, the Company’s operating leases have a weighted-average remaining lease term of 1 month for $5,000 in future payments and a weighted-average discount rate of 5%. For the three months ended September 30, 2020 and 2019, total lease expense under operating leases was approximately $17,000 and $137,000, respectively. For the nine months ended September 30, 2020 and 2019, total lease expense under operating leases was approximately $281,000 and $407,000, respectively. Lease expense is recorded in selling, general and administrative expenses. The tables below show the beginning balances of the finance lease right-of-use assets and liabilities as of January 1, 2020 and the ending balances as of September 30, 2020, including the changes during the periods. The Company’s finance lease right-of-use assets are included in “Fixed assets, net” on the accompanying consolidated balance sheet. Finance lease right-of-use assets Finance lease right-of use assets at January 1, 2020 $ 41,000 Depreciation of finance lease right-of-use assets (15,000 ) Finance lease right-of-use assets at September 30, 2020 $ 26,000 Finance lease liabilities Finance lease liabilities at January 1, 2020 $ 41,000 Principal payments on finance lease liabilities as of September 30, 2020 (14,000 ) Finance lease liabilities at September 30, 2020 27,000 Less non-current portion (4,000 ) Current portion at September 30, 2020 $ 23,000 As of September 30, 2020, the Company’s finance leases have a weighted-average remaining lease term of 1.2 years and a weighted-average discount rate of 5.52%. The maturities of the finance lease liabilities are as follows: As of September 30, 2020 2020 7,000 2021 21,000 Total Finance lease payments 28,000 Less imputed interest (1,000 ) Present value of Finance lease liabilities $ 27,000 For the three months ended September 30, 2020 and 2019, total lease costs under finance leases were approximately $5,000 and $10,000, respectively. For the nine months ended September 30, 2020 and 2019, total lease costs under finance leases were approximately $15,000 and $41,000, respectively. As Lessor ASC No. 842 did not make fundamental changes to lease accounting guidance for lessors. Therefore there was no financial statement impact due to the adoption of ASC No. 842. As a lessor, the Company has two types of customer contracts that involve leases: right-to-use operating leases and sales-type leases. Right-to-use operating leases. Revenue from Contracts with Customers, Sales-type leases. | 14. Leases On January 1, 2019, the Company adopted ASC No. 842, Leases ASC No. 842 also allows lessees and lessors to elect certain practical expedients. The Company elected the following practical expedients: ● Transitional practical expedients: ○ The Company need not reassess whether any expired or existing contracts are or contain leases. ○ The Company need not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with the previous guidance will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with the previous guidance will be classified as finance leases). ○ The Company need not reassess initial direct costs for any existing leases. ● Hindsight practical expedient. The Company elected the hindsight practical expedient in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. ● As a lessor, the Company elected to not separate nonlease components from lease components when both of the following are met: ○ The timing and patterns of transfer for the lease component and nonlease component associated with that lease component are the same; and ○ The lease component, if accounted for separately, would be classified as an operating lease. As Lessee The Company has entered into operating leases for office and production facilities and equipment under agreements that expire at various dates through 2026. Certain of these leases contain renewal provisions and escalating rental clauses and generally require the Company to pay utilities, insurance, taxes and other operating expenses. The Company also has property held under finance leases that expire at various dates through 2021. The Company’s leases do not contain any residual value guarantees or material restrictive covenants. Upon adoption of ASC No. 842, the Company recognized on its consolidated balance sheet as of January 1, 2019 an initial measurement of approximately $3,458,000 of operating lease liabilities, and approximately $2,336,000 of corresponding operating right-of use assets, net of tenant improvement allowances. The initial measurement of the finance leases under ASC No. 842 did not have a material change from the balances of the finance lease liabilities and assets recorded prior to the adoption of ASC No. 842. There was also no cumulative effect adjustment to retained earnings as a result of the transition to ASC No. 842. The Company recorded the initial recognition of the operating leases as a supplemental noncash financing activity on the accompanying consolidated statement of cash flows. The adoption of ASC No. 842 did not have a material impact on the Company’s consolidated statement of operations. The tables below show the initial measurement of the operating lease right-of-use assets and liabilities as of January 1, 2019 and the balances as of December 31, 2019, including the changes during the year. Operating lease right-of-use assets Initial measurement at January 1, 2019 $ 3,458,000 Less tenant improvement allowance (1,122,000 ) Net right-of-use assets at January 1, 2019 2,336,000 Initial measurement of new operating lease right-of-use-assets 57,000 Less amortization of operating lease right-of-use assets (292,000 ) Operating lease right-of-use assets at December 31, 2019 $ 2,101,000 Operating Initial measurement at January 1, 2019 $ 3,458,000 Initial measurement of new operating lease liabilities 57,000 Less principal payments on operating lease liabilities (215,000 ) Operating lease liabilities at December 31, 2019 3,300,000 Less non-current portion (2,891,000 ) Current portion at December 31, 2019 $ 409,000 As of December 31, 2019, the Company’s operating leases have a weighted-average remaining lease term of 6.3 years and a weighted-average discount rate of 7.25%. The maturities of the operating lease liabilities are as follows: As of December 31, 2019 2020 $ 635,000 2021 620,000 2022 634,000 2023 655,000 2024 670,000 Thereafter 932,000 Total operating lease payments 4,146,000 Less imputed interest (846,000 ) Present value of operating lease liabilities $ 3,300,000 Total lease expense was approximately $542,000 and $407,000 for the twelve months ended December 31, 2019 and 2018, respectively. Lease expense was recorded in selling, general and administrative expenses. The tables below show the initial measurement of the finance lease right-of-use assets and liabilities as of January 1, 2019 and the balances as of December 31, 2019, including the changes during the year. The Company’s finance lease right-of-use assets are included in “Fixed assets, net” on the accompanying consolidated balance sheet. Finance lease right-of-use assets Initial measurement at January 1, 2019 $ 80,000 Less depreciation of finance lease right-of-use assets (39,000 ) Finance lease right-of-use assets at December 31, 2019 $ 41,000 Initial measurement at January 1, 2019 $ 86,000 Less principal payments on finance lease liabilities (45,000 ) Finance lease liabilities as of December 31, 2019 41,000 Less non-current portion (20,000 ) Current portion at December 31, 2019 $ 21,000 As of December 31, 2019, the Company’s finance leases have a weighted-average remaining lease term of 1.9 years and a weighted-average discount rate of 5.51%. The maturities of the finance lease liabilities are as follows: As of December 31, 2019 2020 23,000 2021 21,000 Total finance lease payments 44,000 Less imputed interest (3,000 ) Present value of finance lease liabilities $ 41,000 For the twelve months ended December 31, 2019 and 2018, total lease costs under finance leases were approximately $48,000 and $191,000, respectively. As Lessor ASC No. 842 did not make fundamental changes to lease accounting guidance for lessors. Therefore there was no financial statement impact due to the adoption of ASC No. 842. As a lessor, the Company has two types of customer contracts that involve leases: right-to-use operating leases and sales-type leases. Right-to-use operating leases. Revenue from Contracts with Customers, Sales-type leases. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation The Company is subject to litigation from time to time in the ordinary course of its business. There can be no assurance that any claims will be decided in the Company’s favor and the Company is not insured against all claims made. During the pendency of such claims, the Company will continue to incur the costs of its legal defense. Currently, there is no material litigation pending or threatened against the Company. Sales and Use Tax From time to time, state tax authorities will make inquiries as to whether or not a portion of the Company’s services require the collection of sales and use taxes from customers in those states. Many states have expanded their interpretation of their sales and use tax statutes to subject more activities to tax. The Company evaluates such inquiries on a case-by-case basis and has favorably resolved the majority of these tax issues in the past without any material adverse consequences. There were no liabilities recorded in either of the years ended December 31, 2019 or 2018. |
Disposition of Site Equipment t
Disposition of Site Equipment to Be Installed and Fixed Assets | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Disposition of Site Equipment to be Installed and Fixed Assets | 11. DISPOSITION OF SITE EQUIPMENT TO BE INSTALLED AND FIXED ASSETS Site equipment to be installed consists of fixed assets related to the Company’s tablet platform that have not yet been placed in service and are stated at cost. These assets remain in site equipment to be installed until they are deployed at the Company’s customer sites. For tablet platform customers that are under sales-type lease arrangements, the cost of the equipment is recognized in direct costs upon installation. For all other tablet platform customers, the cost of the equipment is reclassified to fixed assets upon installation and depreciated over its estimated useful life. The Company evaluates the recoverability of site equipment to be installed and fixed assets for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future net cash flows expected to be generated. If the carrying amount of the asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The COVID-19 pandemic has had, and continues to have, a significant adverse impact on the Company’s business, cash flows from operations and liquidity. However, based on the cash flows the Company is receiving from its customers during the pandemic and the future undiscounted cash flows the Company expects to receive from these customers, the Company has determined that recoverability of the carrying amounts of its site equipment to be installed and the site equipment in fixed assets is probable and, therefore, during the three months ended September 30, 2020, the Company did not record any impairment charges on these assets, other than disposals of approximately $3,000 in the ordinary course of business. For the nine months ended September 30, 2020, the Company disposed of approximately $229,000 of site equipment, primarily related to older equipment the Company determined would no longer be deployed. For other fixed assets, as previously discussed, the Company terminated its lease for its corporate headquarters and vacated the facility as of June 30, 2020. (See Note 10) As a result, during the nine months ended September 30, 2020, the Company wrote-off approximately $890,000 of unamortized tenant improvement allowance that is recorded as part of the gain on termination of lease, as well as approximately $85,000 in leasehold improvement assets and $197,000 in furniture and fixtures and the Company’s vehicle. The Company disposed of approximately $4,000 and $24,000 of site equipment during the three and nine months ended September 30, 2019 in the ordinary course of business. The Company will continue to monitor the recoverability of its site equipment and other fixed assets as it relates to the continued impact of the COVID-19 pandemic and will recognize any additional write-offs during the period in which it determines that impairment exists. |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2020 | |
Research and Development [Abstract] | |
Software Development Costs | 12. SOFTWARE DEVELOPMENT COSTS The Company capitalizes costs related to developing certain software programs in accordance with ASC No. 350, Intangibles – Goodwill and Other The Company performed its quarterly review of software development projects for the three months ended September 30, 2019, and determined to abandon certain software development projects that were no long a strategic fit for the Company, which resulted in recognizing approximately $51,000 in capitalized software impairment charges. The Company’s quarterly review for the three months ended September 30, 2020 did not result in recognizing any impairment charges for the period. During the nine months ended September 3, 2020 and 2019, the Company abandoned various software development projects that the Company concluded were no longer a current strategic fit or for which it determined that the marketability of the content had decreased due to obtaining additional information regarding the specific industry for which the content was intended. As a result, the Company recognized impairment charges of $238,000 and $52,000, respectively. Impairment of capitalized software is shown separately on the Company’s consolidated statement of operations. Taking into consideration the impact the COVID-19 pandemic has had, and continues to have, on the Company’s business, the Company determined that based on the future undiscounted cash flows the Company expects to receive from its customers, recoverability of the carrying amounts of capitalized software development costs is probable and, therefore, no additional impairment charges were required to be recognized other than as discussed above. The Company will continue to monitor the recoverability of these assets as it relates to the continued impact of the COVID-19 pandemic on the Company’s business and recognize any additional write-offs during the period in which it determines that impairment exists. |
Goodwill
Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | 13. GOODWILL The Company’s goodwill balance of $696,000 as of December 31, 2019 relates to the excess of costs over the fair value of assets the Company acquired in 2003 related to its Canadian business (the “Reporting Unit”). In the Company’s evaluation of impairment indicators as of March 31, 2020, it determined that the uncertainty relating to the impact of the COVID-19 pandemic on the Reporting Unit’s future operating results represented an indicator of impairment. Accordingly, the Company compared the estimated fair value of the Reporting Unit to its carrying value at March 31, 2020, determined that a full impairment loss was warranted and recognized an impairment charge of $662,000 for the three months ended March 31, 2020. No further evaluations are necessary after March 31, 2020. There was no goodwill impairment recorded for the three or nine months ended September 30, 2019. In addition to the impairment loss recognized, fluctuations in the amount of goodwill shown on the accompanying balance sheets can occur due to changes in the foreign currency exchange rates used when translating NTN Canada’s financial statement from Canadian dollars to US dollars during consolidation. The following table shows the changes in the carrying amount of goodwill for the nine months ended September 30, 2020. Goodwill balance at January 1, 2020 $ 696,000 Activity for the three months ended March 31, 2020 Effects of foreign currency (34,000 ) Goodwill impairment (662,000 ) Goodwill balance at March 31, 2020 and September 30, 2020 $ - | 6. Goodwill The Company’s goodwill balance of $696,000 and $667,000 as of December 31, 2019 and 2018, respectively, relates to the excess of costs over the fair value of assets the Company acquired in 2003 related to its Canadian business (the “Reporting Unit”). The Company performed the quantitative impairment test of its goodwill in each of the years ended December 31, 2019 and 2018, as it determined that because of declines in revenue of the Reporting Unit, the decline in the Company’s stock price and other general market conditions, it was more likely than not that there were indications of impairment. The Company used three methods to determine the fair value of the reporting unit: the public company market method, the transaction market method and the income method. Each method was equally weighted to calculate the total estimated fair value, and then the Company compared this fair value to the carrying value of the reporting unit. The impairment test performed during 2018 resulted in the carrying value exceeding the fair value. Accordingly, the Company recognized a goodwill impairment loss of $261,000. The impairment test performed during 2019 resulted in the fair value exceeding the carrying value. Therefore, the Company did not record any goodwill impairment for the year ended December 31, 2019. In addition to the impairment loss recognized, fluctuations in the amount of goodwill shown on the accompanying balance sheets can occur due to changes in the foreign currency exchange rates used when translating NTN Canada’s financial statement from Canadian dollars to US dollars during consolidation. The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018: For the year ended For the year ended December 31, 2019 December 31, 2018 Gross Effects of Net Gross Impairment Losses Effects of Net Goodwill $ 667,000 $ 29,000 $ 696,000 $ 1,004,000 $ (261,000 ) $ (76,000 ) $ 667,000 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | ||
Accumulated Other Comprehensive Income | 14. ACCUMULATED OTHER COMPREHENSIVE INCOME The United States dollar is the Company’s functional currency, except for its operations in Canada where the functional currency is the Canadian dollar. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. In accordance with ASC No. 830, Foreign Currency Matters | 16. Accumulated Other Comprehensive Income Accumulated other comprehensive income includes the accumulated gains or losses from foreign currency translation adjustments. The Company translated the assets and liabilities on the balance sheet of its subsidiary, NTN Canada Inc., into U.S. dollars using the period end exchange rate. Revenue and expenses were translated using the weighted-average exchange rates for the reporting period. As of December 31, 2019 and 2018, $268,000 and $200,000, respectively, of accumulated foreign currency translation adjustments were recorded in accumulated other comprehensive income. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 15. RECENT ACCOUNTING PRONOUNCEMENTS In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Retirement Savings Plan | 17. Retirement Savings Plan In 1994, the Company established a defined contribution plan, organized under Section 401(k) of the Internal Revenue Code, which allows employees who have completed at least three months of service, have worked a minimum of 250 hours in a quarter, and have reached age 18 to defer up to 50% of their pay on a pre-tax basis. The Company does not contribute a match to the employees’ contribution. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 16. SUBSEQUENT EVENTS PPP Loan Forgiveness In November 2020, the U.S. Small Business Administration approved the forgiveness of approximately $1,093,000 of the Company’s $1,625,000 PPP Loan, leaving a principal balance of approximately $532,000. Legal Proceedings From time to time, the Company is subject to legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm its financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results. The Company is not currently subject to any pending material legal proceedings except as described below. The Company and its directors have been named as defendants in six substantially similar actions brought by purported stockholders of the Company’s arising out of the Merger: Henson v. NTN Buzztime, Inc. Chinta v. NTN Buzztime, Inc. Amanfo v. NTN Buzztime, Inc. Falikman v. NTN Buzztime, Inc. Haas v. NTN Buzztime, Inc. Monsour v. NTN Buzztime, Inc. Chinta Henson Henson The Company and its directors deny the allegations asserted against the Company in these actions and intend to oppose them vigorously. | 18. Subsequent Events Asset Sale On January 13, 2020, the Company entered into an asset purchase agreement with Sporcle, Inc., a Delaware corporation (“Sporcle”), pursuant to which the Company agreed to sell to Sporcle all of its assets necessary for Sporcle to conduct the live hosted knowledge-based trivia events known as Stump! Trivia and OpinioNation for $1,360,000. The transaction closed on January 31, 2020, and the Company recorded a net gain of approximately $1,265,000 in January 2020. Amendment to Loan and Security Agreement On March 12, 2020, the Company entered into an amendment to the loan and security agreement it entered into with Avidbank in September 2018. In connection with entering into the amendment, the Company made a $433,000 payment on its term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of its term loan to $2,000,000. Under the terms of the amendment, the Company’s financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. The principal payment the Company must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August, September, October and November, and $125,000 for December. Under the terms of the original loan and security agreement, the Company’s EBITDA was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. As of December 31, 2019, the Company was in compliance with both of those covenants. Under the terms of the amendment, the minimum EBITDA covenant was replaced with a monthly minimum asset coverage ratio covenant, which the Company refers to as the ACR covenant, and the minimum liquidity covenant was amended to provide that the aggregate amount of unrestricted cash the Company has in deposit accounts or securities accounts maintained with Avidbank must be at all times not less than the principal balance outstanding under the term loan. Under the ACR covenant, the ratio of (i) the Company’s unrestricted cash at Avidbank as of the last day of a calendar month plus 75% of its outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. |
Organization and Description of
Organization and Description of Business Operations (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization and Description of Business Operations | 1. Organization of Company Description of Business NTN Buzztime, Inc. (the “Company”) was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand. The Company delivers interactive entertainment and innovative technology to its partners in a wide range of verticals – from bars and restaurants to casinos and senior living centers. By enhancing the overall guest experience, the Company believes it helps its hospitality partners acquire, engage, and retain patrons. Through social fun and friendly competition, the Company’s platform creates bonds between our hospitality partners and their patrons, and between patrons themselves. The Company believes this unique experience increases dwell time, revenue, and repeat business for venues – and has also created a large and engaged audience which it connects with through its in-venue TV network. Over 1 million hours of trivia, card, sports and arcade games are played on our network each month. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, by charging equipment fees to select partner venues for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling digital-out-of-home (DOOH) advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other parties, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Up until February 1, 2020, the Company also generated revenue by hosting live trivia events (see Note 18). As of December 31, 2018, 2,639 venues subscribed to the Company’s interactive entertainment network and approximately 56% of its network subscriber venues were affiliated with national and regional restaurant brands. As of December 31, 2019, those numbers declined to 1,440 venues and to approximately 26%, in each case, primarily due to the termination of the Company’s relationship with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019. Basis of Accounting Presentation The consolidated financial statements include the accounts of NTN Buzztime, Inc. and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., and NTN Buzztime, Ltd., all of which, other than NTN Canada, Inc., are dormant subsidiaries. Unless otherwise indicated, references to the Company include its consolidated subsidiaries. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Organization and Description of Business Operations | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Brooklyn ImmunoTherapeutics LLC (“BITX” or the “Company”) is a limited liability company formed under the laws of the State of Delaware on September 27, 2018, in order to complete the acquisition of substantially all of the assets of IRX Therapeutic Inc. (“IRX”). BITX operates as a clinical stage biopharmaceutical company focused on developing a cytokine-based therapy to treat patients with cancer. BITX focuses on exploring the role that cytokine-based therapy can have on the immune system in treating patients with cancer. The Company is committed to developing IRX-2, a novel cytokine-based therapy, to treat patients with cancer. IRX-2 active constituents, namely Interleukin-2 (“IL-2”) and other key cytokines are postulated to potentially signal, enhance and restore immune function suppressed by the tumor, thus enabling the immune system to attack cancer cells. IRX-2 is a primary human cell-derived biological medicinal product containing multiple active cytokine components acting as immunomodulators. It is prepared from the supernatant of pooled allogeneic peripheral blood mononuclear cells (“PBMNCs”) that have been stimulated using a proprietary process employing a specific population of cells and a specific mitogen. While IRX-2 is a cytokine mixture, a principal active component is IL-2 a cytokine signaling molecule in the immune system. It is a protein that regulates the activities of white blood cells (leukocytes, often lymphocytes) that are responsible for immunity. IL-2 is part of the body’s natural response to microbial infection, and in discriminating between foreign (“non-self”) and “self”. IL-2 mediates its effects by binding to IL-2 receptors, which are expressed by lymphocytes. The major sources of IL-2 are activated CD4+ T cells and activated CD8+ T cells. Unlike existing recombinant IL-2 therapies, the Company believes that IRX-2, which is naturally derived from human blood cells, confers several distinct advantages, potentially promoting better tolerance, broader targeting, and natural molecular conformation leading to greater activity, and allow for physiologic dosing in opposition to the high doses needed in existing IL-2 therapies. |
Description of Business (Brookl
Description of Business (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Description of Business | NOTE 1 DESCRIPTION OF BUSINESS Brooklyn ImmunoTherapeutics LLC (“BITX” or the “Successor”) is a limited liability company formed under the laws of the State of Delaware on September 27, 2018, for the purpose of consummating a business combination with IRX Therapeutics, Inc. (“IRX” or the “Predecessor”). The Predecessor and Successor are together referred to herein as the “Company”. On November 6, 2018, (the “Closing Date”) pursuant to an Asset Purchase Agreement with IRX, BITX acquired substantially all of the assets of IRX (the “Business Combination”). Subsequent to the Business Combination, BITX operates as a clinical stage biopharmaceutical company focused on developing a cytokine-based therapy to treat patients with cancer. BITX had no operations prior to the Business Combination. |
Going Concern (Brooklyn ImmunoT
Going Concern (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Going Concern | 4. going concern uncertainty In connection with preparing its financial statements as of and for the three and nine months ended September 30, 2020, the Company’s management evaluated whether there are conditions or events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about the Company’s ability to continue as a going concern through twelve months after the date that such financial statements are issued. During the three and nine months ended September 30, 2020, the Company incurred a net loss of $1,481,000 and $4,722,000, respectively. As of September 30, 2020, the Company had $1,710,000 of unrestricted cash, total debt outstanding of $3,350,100, which is gross of approximately $1,000 in unamortized debt issuance costs, and negative working capital of $137,000. The total debt outstanding consists of $725,000 of principal outstanding under the Company’s term loan with Avidbank, $1,625,100 of principal outstanding under the loan the Company received in April 2020 under the Paycheck Protection Program, and $1,000,000 of principal outstanding under the loan the Company received in connection with entering into the Asset Purchase Agreement, which, if the closing of the Asset Sale occurs, will be applied toward the $2.0 million purchase price eGames.com will owe the Company at the closing of the Asset Sale. See Note 2 for more information on the Asset Sale. In November 2020, the Company was informed that approximately $1,093,000 of the $1,625,100 loan under the Paycheck Protection Program would be forgiven, leaving a principal balance of approximately $532,000. The Company is in discussions with the affiliate of eGames.com regarding the possibility of borrowing an additional $500,000 on approximately December 1, 2020, which, if received, would also be applied toward the purchase price at the closing of the Asset Sale. No assurances can be given that the Company will obtain such $500,000 loan from such affiliate or from any other party. As a result of the impact of the COVID-19 pandemic on the Company’s business and taking into account its current financial condition and its existing sources of projected revenue and cash flows from operations, if the Company is able to borrow an additional $500,000 from the affiliate of eGames.com discussed above, the Company believes it will have sufficient cash resources to pay forecasted cash outlays only through mid-January 2021, but if the Company does not borrow such amount from the affiliate of eGames.com or any other party, the Company believes it will have sufficient cash resources to pay forecasted cash outlays only through mid-December 2020, in each case, assuming Avidbank does not take actions to foreclose on the Company’s assets in the event the Company becomes out of compliance with its financial covenants, and the Company is able to continue to successfully manage its working capital deficit by managing the timing of payments to its vendors and other third parties. Based on the factors described above, management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern through the twelve-month period subsequent to the issuance date of these financial statements. The Company needs to complete the Merger or the Asset Sale or raise capital to meet its debt service obligations to Avidbank and fund its working capital needs. The Company currently has no arrangements for such capital and no assurances can be given that it will be able to raise such capital when needed, on acceptable terms, or at all. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. | 2. Going Concern Uncertainty In connection with preparing its financial statements as of and for the year ended December 31, 2019, the Company’s management evaluated whether there are conditions or events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about the Company’s ability to continue as a going concern through twelve months after the date that such financial statements are issued. During the year ended December 31, 2019, the Company incurred a net loss of $2,047,000, and as a result of the debt reclassification described below, the Company’s current liabilities exceeded its current assets at December 31, 2019 by $25,000. As of December 31, 2019, the Company had $3,209,000 of unrestricted cash and total debt outstanding of $2,750,000, which was the outstanding principal balance of the Company’s term loan with Avidbank. Under the terms of the amendment to the Company’s loan and security agreement that the Company entered into with Avidbank on March 12, 2020, during 2020 the Company will be required to make monthly payments that, if made in accordance with their terms, will result in the Company paying off the term loan by December 31, 2020. Based on this amendment, $1,750,000 of debt outstanding has been reclassified as a current liability in the accompanying balance sheet at December 31, 2019. As a result of the foregoing, and taking into account the Company’s current financial condition, the Company’s management concluded there is substantial doubt about the Company’s ability to continue as a going concern through March 19, 2021. Since January 1, 2020, the Company has reduced headcount by approximately $2.2 million in annualized salaries and implemented measures to preserve capital. The Company may implement additional measures designed to reduce operating expenses and/or preserve capital. The Company needs to raise capital to meet its debt service obligations to Avidbank and to fund its working capital needs. The Company continues to explore and evaluate opportunities to raise capital, including through equity financings, alternative sources of debt, or strategic transactions, which may include selling a portion or all of the Company’s assets. However, none of these potential sources of capital are currently assured, and the actions to reduce operating expenses the Company has implemented may not sufficiently mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern through March 19, 2021. See ITEM 1A. “Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10K”). In addition, any actions the Company took or may take to reduce planned capital expenses or operational cash uses may not cover shortfalls in available funds and may negatively impact the Company’s ability to effectively manage, operate and grow its business, to introduce new offerings to its customers, to increase market awareness and encourage the adoption of the Buzztime brand and the Buzztime network, to retain customers, and to generate revenue. See ITEM 1A. “Risk Factors” in Part I of the 2019 10-K. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Going Concern | NOTE 2 GOING CONCERN The Company has incurred net losses since its inception, and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its potential product candidates. As of September 30, 2020, the Company had cash and cash equivalents of $3,055,012 and an accumulated deficit of $16,014,329. During the nine months ended September 30, 2020, the Company received in $3,858,750 cash proceeds from the sale of members’ equity. On August 12, 2020, the Company signed a Merger Agreement with NTN Buzztime, Inc, a publicly listed company traded on the NYSE American. Prior to the execution of the Merger Agreement, certain beneficial holders of BITX’s Class A membership interests entered into contractual commitments to invest $10 million into BITX prior to the closing of the Merger (refer to Note 4 – Merger Agreement with NTN Buzztime, Inc. for more details). The Company believes the combination of its existing cash resources and $10 million contractual commitments from certain beneficial holders of BITX’s Class A membership interests will be sufficient to fund its current operating plan for at least the next 12 months from November XX, 2020. However, there can be no assurance that the Company will be successful in closing the Merger Agreement or securing additional capital. This raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unsuccessful in closing the Merger Agreement or securing additional capital, the Company might (a) initiate cost reductions; (b) forego research and development opportunities; (c) seek extensions of time to fund its liabilities or (d) seek protection from creditors. | NOTE 2 GOING CONCERN Going Concern The accompanying financial statements have been prepared assuming that the Successor will continue as a going concern. As discussed below, the Company has sustained losses from operations and has an accumulated deficit. These conditions raise substantial doubt about the Successor’s ability to continue as a going concern for the next twelve months from the date on which the financial statements were available to be issued. Management’s plans in regard to these matters are also described below. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of December 31, 2019, the Company had a cash balance of $5,014,819 and an accumulated deficit of $10,941,526. During the year ended December 31, 2019, the Company incurred a net loss of $8,937,054 and used cash in operations of $9,800,291. Net cash used in operating activities during the year ended December 31, 2018 was $18,436,717 (including $16,285,693 during the Predecessor period). During 2019, the Company received $7,808,250 cash proceeds from the sale of members’ equity, $437,500 in proceeds from investor deposits, and $850,000 in proceeds from the collection of subscription receivable. As of December 31, 2019, the Company expects to receive additional cash for capital call commitments of $3,858,750 (see Note 14 – Subsequent Events). The Company expects to have ongoing needs for significant working capital in order to fund research and development activities and expects to either (a) enter into a strategic transaction with a third party; (b) license its products to other companies for certain applications, or (c) raise additional funds through equity or debt financing. However, there can be no assurance that the Company will be successful in entering into a strategic transaction or securing additional capital. If the Company is unsuccessful in raising capital, the Company might (a) initiate cost reductions; (b) forego research and development opportunities; (c) seek extensions of time to fund its liabilities or (d) seek protection from creditors. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended |
Sep. 30, 2020 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 3 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited Interim Condensed Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Condensed Financial Statements The Company has prepared the accompanying unaudited Interim Condensed Financial Statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These unaudited Interim Condensed Financial Statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. The Company’s historical results are not necessarily indicative of the results to be expected in the future and the Company’s operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The accompanying unaudited Interim Condensed Financial Statements should be read in conjunction with the Financial Statements and notes thereto for the year ended December 31, 2019. Since the date of such Financial Statements, there have been no changes to the Company’s significant accounting policies. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the acquisition of substantially all of the assets of IRX. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation and its impact on the financial condition, liquidity, operations, suppliers, industry, and workforce. The Company anticipates that the COVID-19 pandemic will have an impact on its clinical development activities. The extent to which the COVID-19 pandemic impacts the Company’s business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, clinical supply chain, financial condition, results of operations and growth prospects. The evolving COVID-19 pandemic is also likely to impact directly or indirectly the pace of evaluation of the IRX-2 clinical trials results for at least the next several months and possibly longer. Further development of IRX-2 can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a clinical trial, in securing clinical trial agreements with prospective sites with acceptable terms, in obtaining institutional review board approval to conduct a clinical trial at a prospective site, in recruiting patients to participate in a clinical trial, related to the COVID-19 pandemic, or in obtaining sufficient supplies of clinical trial materials. Any delays in completing the clinical trials will increase the costs, slow down the product development, timeliness and approval process and delay the ability to generate revenue. Taken together, the COVID-19 related outcomes could ultimately delay regulatory marketing applications, review of those applications, and consequently product commercialization. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change and the Company does not yet know the full extent of potential delays or impacts on the business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak nor estimate the potential impact to the fiscal year 2020 financial statements at this time, if the pandemic continues, it could have a material adverse effect on the results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2020. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), as amended on June 5, 2020 by the Paycheck Protection Program (“PPP”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, and alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On May 4, 2020, the Company was granted a loan (the “Loan”) from Silicon Valley Bank in the aggregate amount of $309,905, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act. The Company is continuing to evaluate and examine the impact the CARES Act may have on the business, results of operations, financial condition, or liquidity. The Loan, which was in the form of a Note dated May 4, 2020 issued by the Company, matures on May 4, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on December 4, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. In order to qualify for loan forgiveness, funds from the Loan may only be used for payroll costs, rent and utilities. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to comply with the loan forgiveness provisions in the legislation; however, there can be no assurance that the Company will obtain full forgiveness of the loans based on the legislation. Recent accounting standards In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. The ASU is effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from the acquisitions, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 resulted in certain modifications to fair value measurement disclosures, primarily related to level 3 fair value measurements. This standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption was permitted. The adoption of this ASU did not have a material impact on the condensed financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as a right-of-use asset and a lease liability. Leases will be classified as operating or financing. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard ASU 2016-02 is effective for fiscal years and interim periods, within those fiscal years, beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020, but early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 also requires expanded financial statement disclosures on leasing activities. These changes will become effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the effect of the new standard on its financial statements and related disclosures. The Company has reviewed other recent accounting standards and concluded they are either not applicable to the business or no material effect is expected on the condensed financial statements as a result of future adoption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies and Estimates Consolidation Use of Estimates Cash and Cash Equivalents Capital Resources On March 12, 2020, the Company entered into an amendment to its loan and security agreement with Avidbank. In connection with entering into the amendment, the Company made a $433,000 payment on its term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of its term loan to $2.0 million. Under the terms of the amendment, the Company’s financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. The principal payment the Company must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August, September, October and November, and $125,000 for December. Assessments of Functional Currencies Foreign Currency Matters Allowance for Doubtful Accounts Site Equipment to be Installed Due to the termination of our relationship with Buffalo Wild Wing corporate-owned restaurants and most of its franchisees in November 2019, Buffalo Wild Wings offered the Company the opportunity to take back title to all of the tablets, cases and charging trays located at sites that terminated service with the Company at zero cost to the Company other than for shipping and related charges of approximately $175,000. As a result, the Company received approximately 45,000 tablets and cases and approximately 4,500 charging trays during the fourth quarter of 2019. Many of these items are the Company’s newer technology tablets and cases that can be redeployed to its customer sites or used in other possible partnerships. Although the Company has not yet completed its assessment of the items it received to determine how many the Company will ultimately retain, the Company determined that it would no longer have a future use for certain older tablets and cases it had on hand. Accordingly, during the quarter ended December 31, 2019, the Company recognized a loss of approximately $580,000 for the disposition of those older tablets and related cases recorded in site equipment to be installed for which it did not expect to generate future cash flows. Total loss for the disposition of site equipment for the year ended December 31, 2019 was approximately $591,000. There were no indications of impairment for the year ended December 31, 2018. Fixed Assets Depreciation of fixed assets is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements and fixed assets under finance leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease period. The Company incurs a relatively significant level of depreciation expense in relation to its operating income. The amount of depreciation expense in any fiscal year is largely related to the equipment located at the Company’s customers’ sites that are not under sales-type lease arrangements. Such equipment includes the Classic Playmaker, tablet, other associated electronics and the computers located at customer’s sites (collectively, “Site Equipment”). The components within Site Equipment are depreciated over one to three years based on the shorter of the contractual finance lease period or the estimated useful life, which considers anticipated technology changes. Machinery and equipment are depreciated over three to five years, furniture and fixtures is depreciated over five to seven years and the vehicle is depreciated over five years. If the Company’s fixed assets turn out to have longer lives, on average, than estimated, then its depreciation expense would be significantly reduced in those future periods. Conversely, if the fixed assets turn out to have shorter lives, on average, than estimated, then its depreciation expense would be significantly increased in those future periods. As of December 31, 2019, the Company determined there were no changes to the estimated useful lives for any of its assets. Goodwill Intangibles – Goodwill and Other. The Company has goodwill resulting from the excess of costs over the fair value of assets it acquired in 2003 related to its Canadian business (the “Reporting Unit”). The Company performed the quantitative impairment test of its goodwill in each of the years ended December 31, 2019 and 2018, as the Company determined that because of declines in revenue of the Reporting Unit, the decline in the Company’s stock price and other general market conditions, it was more likely than not that there were indications of impairment. The Company used three methods of determining the fair value of the reporting unit: the public company market method, the transaction market method and the income method. Each method was equally weighted to calculate the total estimated fair value, and then the Company compared this fair value to the carrying value of the reporting unit. The impairment test performed during 2018 resulted in the carrying value exceeding the fair value. Accordingly, the Company recognized a goodwill impairment loss of approximately $261,000 during the year ended December 31, 2018. The impairment test performed during 2019 resulted in the fair value exceeding the carrying value. Therefore, the Company did not record any goodwill impairment for the year ended December 31, 2019. Revenue Recognition Revenue from Contracts with Customers 1. Identify the contract(s) with customers 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when the performance obligations have been satisfied ASC No. 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, charging equipment fees to certain customers for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling DOOH advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other entities, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Up until February 1, 2020, the Company also generated revenue from hosting live trivia events (see Note 18). In general, when multiple performance obligations are present in a customer contract, the transaction price is allocated to the individual performance obligation based on the relative stand-alone selling prices, and the revenue is recognized when or as each performance obligation has been satisfied. Discounts are treated as a reduction to the overall transaction price and allocated to the performance obligations based on the relative stand-alone selling prices. All revenues are recognized net of sales tax collected from the customer. Revenue Streams The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2019 2018 $ % of Total $ % of Total Change $ % Subscription revenue 14,278,000 72.1 % 16,031,000 68.7 % (1,753,000 ) (10.9 )% Hardware revenue 2,350,000 11.9 % 3,589,000 15.4 % (1,239,000 ) (34.5 )% Other revenue 3,178,000 16.0 % 3,715,000 15.9 % (537,000 ) (14.5 )% Total 19,806,000 100.0 % 23,335,000 100.0 % (3,529,000 ) (15.1 )% The following describes how the Company recognizes revenue under ASC No. 606. Subscription Revenue Costs associated with installing the equipment are considered direct costs. Costs associated with sales commissions are considered incremental costs for obtaining the contract because such costs would not have been incurred without obtaining the contract. The Company expects to recover both costs through future fees it collects and both costs are recorded in deferred costs on the balance sheet and amortized on a straight-line basis. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commissions over the longer of the contract term and the expected term of the customer relationship. Sales-type Lease Revenue— Leases. Equipment Sales— Advertising Revenue— Content Licensing Live Hosted Trivia Revenue— Pay-to-Play Revenue— Professional Development Revenue Revenue Concentrations The Company’s customers predominantly range from small independently operated bars and restaurants to bars and restaurants operated by national chains. This results in diverse venue sizes and locations. As of December 31, 2018, 2,639 venues in the U.S. and Canada subscribed to our interactive entertainment network, of which approximately 46% were Buffalo Wild Wings corporate-owned restaurants and its franchisees. As of December 31, 2019, the Company’s site count declined to 1,440 venues primarily due to the termination of its agreement with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019 in accordance with the terms of the agreement. See Note (1) BASIS OF PRESENTATION—Basis of Accounting Presentation, above and ITEM 1A. “Risk Factors” in Part I of the 2019 10-K. The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the years ended December 31, 2019 and 2018, and the percentage of total revenue that such amount represents for such periods: Year Ended 2019 2018 Buffalo Wild Wings revenue $ 6,820,000 $ 10,180,000 Percent of total revenue 34 % 44 % As of December 31, 2019 and 2018, approximately $158,000 and $552,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. The geographic breakdown of the Company’s revenue for the years ended December 31, 2019 and 2018 were as follows: For the years ended 2019 2018 United States $ 19,153,000 $ 22,653,000 Canada 653,000 682,000 Total revenue $ 19,806,000 $ 23,335,000 Contract Assets and Liabilities The Company enters into contracts and may recognize contract assets and liabilities that arise from these contracts. The Company recognizes revenue and corresponding cash for customers who auto pay via their bank account or credit card, or the Company recognizes a corresponding accounts receivable for customers the Company invoices. The Company may receive consideration from customers, per the terms of the contract, prior to transferring goods or services to the customer. In such instances, the Company records a contract liability and recognizes the contract liability as revenue when all revenue recognition criteria are met. The table below shows the balance of contract liabilities as of December 31, 2019 and December 31, 2018, including the change during the period. Deferred Balance at January 1, 2019 $ 1,297,000 New performance obligations 1,093,000 Revenue recognized (1,928,000 ) Balance at December 31, 2019 462,000 Less non-current portion (2,000 ) Current portion at December 31, 2019 $ 460,000 The Company capitalizes installation costs associated with installing equipment in a customer location and sales commissions as a deferred cost asset on the balance sheet. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess installation costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commission costs over the longer of the contract term and the expected term of the customer relationship. The tables below show the balance of the unamortized installation cost and sales commissions as of December 31, 2019 and December 31, 2018, including the change during the period. Installation Sales Total Balance at January 1, 2019 $ 321,000 $ 103,000 $ 424,000 Incremental costs deferred 352,000 161,000 513,000 Deferred costs recognized (486,000 ) (177,000 ) (663,000 ) Balance at December 31, 2019 187,000 87,000 274,000 Research and Development Software Development Costs The Company performed its annual review of software development projects for the years ended December 31, 2019 and 2018, and determined to abandon various software development projects that the Company concluded were no longer a current strategic fit or for which it determined that the marketability of the content had decreased due to obtaining additional information regarding the specific industry for which the content was intended. As a result, for the quarter ended December 31, 2019, the Company recognized an impairment of $498,000. There was no impairment charge for the quarter ended December 31, 2018. For the year ended December 31, 2019 and 2018, the Company recognized an impairment charge of $550,000 and $23,000, respectively. Impairment of capitalized software is shown separately on the Company’s consolidated statement of operations. Advertising Costs— Shipping and Handling Costs Stock-Based Compensation , Compensation – Stock Compensation. Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting. Income Taxes ASC No. 740, Income Taxes, Earnings Per Share Segment Reporting Segment Reporting Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842); Leases (Topic 842): Targeted Improvements Leases (Topic 842) – Narrow-Scope Improvements for Lessors Topic 842 also allows lessees and lessors to elect certain practical expedients. The Company elected the following practical expedients: ● Transitional practical expedients, which must be elected as a package and applied consistently to all of the Company’s leases: ○ The Company need not reassess whether any expired or existing contracts are or contain leases. ○ The Company need not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with the previous guidance will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with the previous guidance will be classified as finance leases). ○ The Company need not reassess initial direct costs for any existing leases. ● Hindsight practical expedient. The Company elected the hindsight practical expedient in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The Company may elect this practical expedient separately or with the “practical expedient package,” and the Company must apply it consistently to all of its leases. Upon adoption of Topic 842, the Company recognized on its consolidated balance sheet as of January 1, 2019 approximately $3.5 million of operating lease liabilities, and approximately $2.3 million of corresponding operating right-of use assets, net of tenant improvement allowances. The Company also shows the initial recognition of the leases as a supplemental noncash financing activity on the statement of cash flows and the amortization of the noncash lease expense in operating activities. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. (See Note 14 for more information.) |
Brooklyn Immunotherapeutics, LLC [Member] | |
Summary of Significant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date and a “Successor” for the periods following (and including) the Closing Date. The operating results of IRX for the period January 1, 2018 through November 5, 2018 are presented for the Predecessor period in the accompanying consolidated financial statements. The financial position and operating results of the BITX as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the period from November 6, 2018 through December 31, 2018 are presented for the Successor period in the accompanying financial statements. The Predecessor’s significant accounting policies are substantially the same as those of the Successor presented below. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the business combination. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. Cash and Cash Equivalents The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2019 and 2018. Restricted Cash The Company has an agreement to maintain cash balances at a financial institution as collateral for a letter of credit related to the Company’s lease agreement for its office space in New York, NY, which automatically renews on an annual basis. The total amount committed under the letter of credit is $86,000 as of December 31, 2019 and 2018. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of 7 years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment annually, or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Since management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. In Process Research and Development In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired on November 5, 2018 in connection with the Asset Purchase Agreement, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Successor becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Successor is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Successor may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its fair value. Research and Development Research and development expenditures are charged to operations as incurred. Income Taxes The Company is not subject to U.S. federal, state, and income taxes for the Successor period, since all of its income or losses are passed through to its members. Taxable income attributable to New York City during the year ended December 31, 2019 and the period from November 6, 2018 through December 31, 2018 is subject to the New York City Unincorporated Business Tax. During the Predecessor period, the Company was subject to corporate income taxes in the U.S. Federal jurisdiction, the state of New York and New York City. The Company records deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and established a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, the Company’s cash balances may be uninsured for deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. A single vendor accounted for 14.0% of the Company’s purchases during the year ended December 31, 2019. A different vendor accounted for 11% of the Company’s purchases during the year ended December 31, 2018. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: ● Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. ● Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. The carrying value of loans payable approximates its fair market value because the effective yield on this debt, which includes contractual interest rates as well as other finance charges, is comparable to rates of returns for instruments of similar credit risk. Leases The Company records straight-line monthly rental expense based on the total amount of the payments due over the lease term in accordance with U.S. GAAP. The difference between rental expense recorded and the amount paid is credited or charged to deferred rent, which is included in accrued expenses in the accompanying balance sheets (see Note 11 - Commitments and Contingencies, Sublease Agreement Commitment and Contingencies The Company follows Accounting Standards Codification (“ASC”) No.450-20 (“ASC 450-20”), Loss Contingencies Equity Based Compensation Compensation expense for equity-based awards granted to employees is based on the estimated grant-date fair value of the award and is recognized ratably over the vesting period. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through April 24, 2020, the date on which the financial statements were available to be issued, require potential adjustment to or disclosure in the Company’s financial statements. |
Merger With NTN Buzztime, Inc (
Merger With NTN Buzztime, Inc (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended |
Sep. 30, 2020 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Merger With NTN Buzztime, Inc | NOTE 4 MERGER WITH NTN BUZZTIME, INC Merger Agreement with NTN Buzztime, Inc. On August 12, 2020, the Company and NTN Buzztime, Inc. (“NTN”) and BIT Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of NTN, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Pursuant to the Merger Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into BITX, with BITX continuing as the surviving company and as a wholly owned subsidiary of NTN. Following completion of the Merger, the combined company is expected to trade on the NYSE American under the ticker symbol “BKIM”. Upon closing of the merger, all of the outstanding membership interests of BITX will be converted into the right to receive shares of NTN’s common stock equal to the exchange ratio, as defined in the Merger Agreement. The Exchange Ratio is subject to change to account, among other things, for NTN’s net cash immediately prior to the closing of the merger and the capitalization of BITX and NTN at the time of close. On a pro forma basis and based upon the number of shares of NTN’s common stock to be issued in the merger, current NTN shareholders will own approximately 5.92% of the combined company and current BITX investors will own approximately 94.08% of the combined company (before accounting for the additional financing transaction). Consummation of the merger is subject to certain closing conditions, including, among other things, approval by the stockholders of NTN, the continued listing of NTN’s common stock on the NYSE after the merger, and satisfaction of minimum net cash thresholds by NTN. The merger is expected to close in the fourth quarter of 2020. The Merger Agreement contains certain termination rights for both BITX and NTN, and further provides that, upon termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $0.75 million. Rights Offering The Company is obligated under the Merger Agreement to have $10 million in cash and cash equivalents on its balance sheet at the effective time of the merger (the “Required Funds”). To ensure that the Company has the Required Funds, certain beneficial holders of BITX’s Class A membership interests have entered into contractual commitments to invest $10 million into BITX immediately prior to the closing of the merger with NTN. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short maturity of these instruments. The fair value of long-term debt is based on the Company’s current borrowing rate for similar types of borrowing arrangements. ASC No. 820, Fair Value Measurements and Disclosures, Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis: The Company does not have assets or liabilities that are measured at fair value on a recurring basis. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis: Certain assets are measured at fair value on a non-recurring basis and are subject to fair value adjustments only in certain circumstances. Goodwill is written down to fair value when determined to be impaired, and long-lived assets, including capitalized software, are written down to fair value when they are held for sale or determined to be impaired. The valuation methods for goodwill and long-lived assets involve assumptions concerning interest and discount rates, growth projections, and/or other assumptions of future business conditions. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified in Level 3 of the valuation hierarchy. There were no transfers between fair value measurement levels during the year ended December 31, 2019. | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Fair Value of Financial Instruments | NOTE 5 FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: ● Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. ● Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The following tables summarize the liabilities that are measured at fair value as of September 30, 2020 and December 31, 2019: September 30, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contigent consideration - - 870,000 Total $ - $ - $ 870,000 December 31, 2019 Description Level 1 Level 2 Level 3 Liabilities: Contigent consideration - - 870,000 Total $ - $ - $ 870,000 Contingent consideration has been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services or other market observable data. The third-party pricing services utilize industry standard valuation models, including discounted cash flow analysis to determine value. After completing its validation procedures, the Company did not adjust any fair value carrying amounts as of September 30, 2020. The contingent consideration of $870,000 is resultant to the Asset Purchase Agreement with IRX entered by BITX for the acquisition of substantially all of the net assets of IRX, according to which, BITX is obligated to pay royalties to certain noteholders and shareholders of IRX based on future revenues from any future IRX-2 product sales. The fair value of the contingent consideration has been estimated using the discounted cash flow method of the income approach. For purposes of this calculation, a royalty equal to 13% of revenue (consisting of the royalty due to USF and the royalty due to the collaborator) is assumed until 2029 and a royalty of 7% of revenues is assumed from 2030 to 2038. The post patent decline is 50% in the first year and 10% thereafter. Income taxes were projected to be 26% of net Company royalty savings. The cash flows were discounted by the liability specific weighted average cost of capital of 34% using the mid-point convention. |
Business Combination (Brooklyn
Business Combination (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Business Combination | NOTE 4 BUSINESS COMBINATION On November 6, 2018, BITX entered into an Asset Purchase Agreement with IRX, whereby BITX acquired substantially all of the net assets of IRX. Under the Asset Purchase Agreement, BITX is also obligated to pay royalties based on future revenues to certain former shareholders of IRX. The estimated fair value of future royalty payments at the date of the Business Combination was $870,000, which is accounted for as contingent consideration and is reflected in other liabilities on the accompanying balance sheet. The fair value of the contingent consideration was estimated using the discounted cash flow method of the income approach. The aggregate consideration for the purchase of the IRX assets was $3,270,000, which consisted $2,400,000 equal to the fair value of the membership units issued to the former shareholders and debt holders of IRX and $870,000 equal to the fair value of contingent consideration. The following table details the allocation of the purchase price for the acquisition of BITX: Cash $ 250,296 Restricted cash 86,000 Prepaid expenses and other current assets 19,998 Security deposits and other assets 379,331 Laboratory equipment 69,597 In process research and development 6,860,000 Accounts payable and accrued expenses (4,528,969 ) Loans payable (410,000 ) Loans payable, related parties (1,500,000 ) Net fair value assigned to assets acquired and liabilities assumed 1,226,253 Goodwill 2,043,747 Total $ 3,270,000 The fair value of the in-process research and development was determined using the “relief-from-royalty” method of income approach. The purchase price in excess of the tangible and identifiable assets acquired, less liabilities assumed, is recognized as goodwill. Goodwill arising from the business combination mainly consisted of the assets acquired by BITX subject to the liabilities assumed from IRX. The goodwill represents the excess consideration paid over the fair value of the asset acquired and liabilities, and BITX paid a premium to gain control of the assists and the potential future upside of those assets. BITX’s goodwill is not deductible for tax purposes. Further, BITX’s goodwill and intangible assets are subject to a test for impairment on an annual basis (or on a quarterly basis as appropriate). |
Property and Equipment (Brookly
Property and Equipment (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property and Equipment | 5. Fixed Assets, Net Fixed assets are recorded at cost and consist of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Site equipment $ 8,856,000 $ 11,566,000 Machinery and equipment 1,570,000 1,887,000 Furniture and fixtures 314,000 461,000 Leasehold improvements 1,240,000 1,240,000 Vehicle 15,000 15,000 11,995,000 15,169,000 Accumulated depreciation (9,173,000 ) (10,502,000 ) Total $ 2,822,000 $ 4,667,000 Depreciation expense totaled $2,358,000 and $2,382,000 for the years ended December 31, 2019 and 2018, respectively. The geographic breakdown of the Company’s long-term tangible assets for the last two fiscal years were as follows: As of December 31, 2019 2018 United States $ 2,760,000 $ 4,526,000 Canada 62,000 141,000 Total fixed assets $ 2,822,000 $ 4,667,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Property and Equipment | NOTE 6 PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, December 31, 2020 2019 Laboratory and manufacturing equipment $ 287,342 $ 261,164 Leasehold improvements 414,504 414,504 701,846 675,668 Less: accumulated depreciation and amortization (94,814 ) (21,905 ) Property and equipment, net $ 607,032 $ 653,763 Depreciation expense charged to operations for the nine months ended September 30, 2020 was $72,909. Depreciation expense charged to operations for the nine months ended September 30, 2019 was $7,917. | NOTE 5 PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2019 2018 Laboratory and manufacturing equipment $ 261,164 $ 69,597 Leasehold improvements 414,504 - 675,668 69,597 Less: accumulated depreciation and amortization (21,905 ) (1,498 ) Property and equipment, net $ 653,763 $ 68,099 Depreciation expense charged to operations during the year ended December 31, 2019 was $20,407. Depreciation expense charged to operations was $1,498 and $6,888 and during the periods from November 6, 2018 through December 31, 2018 and from January 1, 2018 through November 5, 2018, respectively. As of December 31, 2019, the Company has $64,461 of leasehold improvements that had not yet been placed into service. No depreciation expense is recorded on fixed assets in process until such time as the assets are completed and are placed into service. These fixed assets in process were placed into service on February 14, 2020. |
Goodwill and in Process Researc
Goodwill and in Process Research and Development (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Goodwill and In Process Research and Development | NOTE 6 GOODWILL AND IN PROCESS RESEARCH AND DEVELOPMENT The Company recorded Goodwill and IPR&D in the amount of $2,043,747 and $6,860,000, respectively, in connection with the Business Combination (see Note 4 – Business Combination). IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. |
Security Deposits and Other Ass
Security Deposits and Other Assets (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Security Deposits and Other Assets | NOTE 7 SECURITY DEPOSITS AND OTHER ASSETS On January 24, 2020, the Company replaced the letter of credit held for lease property 654 Madison Avenue with a security deposit of $84,915. On February 9, 2017, a retainer in the amount of $300,401 was paid to a service provider, pursuant to a Master Services Agreement which expires in 2022. The retainer represented 10% of the amount of estimated direct costs expected to be incurred by the service provider, in connection with clinical development services provided under the Master Services Agreement. | NOTE 7 SECURITY DEPOSITS AND OTHER ASSETS On February 9, 2017, the Predecessor paid a retainer in the amount of $300,401 to a service provider, pursuant to a Master Services Agreement which expires on October 23, 2020. The retainer represented 10% of the amount of estimated direct costs expected to be incurred by the service provider, in connection with clinical development services provided under the Master Services Agreement. On June 14, 2018, the Predecessor paid a security deposit in the amount of $63,220 pursuant to a lease agreement which expires on December 28, 2025. |
Accrued Expenses (Brooklyn Immu
Accrued Expenses (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Accrued Expenses | NOTE 8 ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, 2020 2019 Compensation payable $ 218,764 $ 540,513 Accrued general and administrative expenses 182,625 94,265 Accrued research and development expenses 149,258 695,551 Accrued interest 135,140 90,512 Loss on legal settlement - 100,000 Total accrued expenses $ 685,787 $ 1,520,841 | NOTE 8 ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2019 2018 Compensation payable $ 540,513 $ 214,327 Deferred rent payable - 6,169 Accrued general and administrative expenses 94,265 62,743 Accrued research and development expenses 695,551 1,380,440 Accrued interest 90,512 33,114 Loss on legal settlement 100,000 - Total accrued expenses $ 1,520,841 $ 1,696,793 |
Investor Deposits (Brooklyn Imm
Investor Deposits (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Investor Deposits | NOTE 9 INVESTOR DEPOSITS Investor deposits of $665,563 and $638,575 at December 31, 2019 and 2018, respectively, represents funding of capital commitments in excess of capital calls. |
Loans Payable (Brooklyn ImmunoT
Loans Payable (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable | 9. DEBT Term Loan In September 2018, the Company entered into a loan and security agreement with Avidbank for a 48-month term loan in the amount of $4,000,000. In February 2020, the Company made a pre-payment on the term loan of approximately $150,000 following the sale of all of the Company’s assets used to conduct the live-hosted knowledge-based trivia events in January 2020. In March 2020, the Company and Avidbank entered into an amendment to the loan and security agreement (“Amendment #1”). In connection with entering into Amendment #1, the Company made a $433,000 payment on the term loan, which included the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of the term loan to $2,000,000 as of March 31, 2020. The Company incurred approximately $26,000 of debt issuance costs related to the loan and security agreement and its amendment, of which approximately $3,000 was related to Amendment #1. The debt issuance costs are being amortized to interest expense using the effective interest rate method over the life of the loan. The unamortized balance of the debt issuance costs as of September 30, 2020 and December 31, 2019 was $1,000 and $11,000, respectively, and is recorded as a reduction of long-term debt. Under the terms of Amendment #1, the Company’s financial covenants were changed as described below, the maturity date was changed from September 28, 2022 to December 31, 2020, and the amount of the Company’s monthly payment obligations increased as described below. Before entering into Amendment #1, the Company’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. Under the terms of Amendment #1, the minimum EBITDA covenant was replaced with a monthly minimum asset coverage ratio covenant, which the Company refers to as the ACR covenant, and the minimum liquidity covenant was amended to provide that the aggregate amount of unrestricted cash the Company has in deposit accounts or securities accounts maintained with Avidbank must be at all times not less than the principal balance outstanding under the term loan. Under the ACR covenant, the ratio of (i) the Company’s unrestricted cash at Avidbank as of the last day of a calendar month plus 75% of its outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. As of September 30, 2020, the Company was in compliance with both of those covenants. Before entering into Amendment #1, the Company was required to make monthly principal payments of approximately $83,000 plus accrued and unpaid interest. Under the terms of the amendment, the monthly principal payment increased to $125,000 for each of April, May and June 2020, to $300,000 for each of July, August, September, October and November 2020, and to $125,000 for December 2020. As of September 30, 2020, the outstanding principal balance of the term loan was $725,000. On June 1, 2020, the Company and Avidbank entered into an amendment to the loan and security agreement to formally memorialize Avidbank’s consent to the Company receiving the PPP Loan (as defined below). Avidbank initially consented to the Company receiving the PPP loan in April 2020. Paycheck Protection Program Loan On April 18, 2020, the Company issued a note in the principal amount of approximately $1,625,000 to Level One Bank evidencing the loan (the “PPP Loan”) the Company received under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). As of September 30, 2020, the outstanding principal balance of the PPP Loan was approximately $1,625,000. The PPP Loan matures on April 18, 2022 and bears interest at a rate of 1.0% per annum. The Company must make monthly interest only payments beginning on November 18, 2020. One final payment of all unforgiven principal plus any accrued unpaid interest is due at maturity. Under the terms of the PPP, the Company may prepay the PPP Loan at any time with no prepayment penalties. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In October 2020, the Company submitted its loan forgiveness application for the PPP Loan, and in November 2020, the U.S Small Business Administration approved the forgiveness of approximately $1,093,000 of the $1,625,000 loan, leaving a principal balance of approximately $532,000. Bridge Loan In connection with the Asset Purchase Agreement entered into with eGames.com on September 18, 2020, the Company issued to Fertilemind Management, LLC, an affiliate of eGames.com, an unsecured promissory note (the “Note”) in the principal amount of $1,000,000, evidencing a $1,000,000 loan received from Fertilemind Management, LLC on behalf of eGames.com (the “Bridge Loan”). The Company may use the loan proceeds for, among other things, the payment of obligations related to the transactions contemplated by the Asset Purchase Agreement and the Merger Agreement and other general working capital purposes. The principal amount accrues interest at rate of 8% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually. The principal amount of the Bridge Loan and accrued interest thereon is due and payable upon the earlier of (i) the termination of the Asset Purchase Agreement, (ii) the closing of a Business Combination (as defined in the Note), and (iii) December 31, 2020. Upon the closing of the Asset Sale, the Bridge Loan will be applied against the purchase price under the Asset Purchase Agreement, and the Note will be extinguished. All of the Company’s obligations under the Note are subordinate to the indebtedness and all other obligations owed by the Company to Avidbank including under the loan and security agreement, dated as of September 28, 2018 and as amended from time to time, between the Company and Avidbank. The Note includes customary events of default, including if any portion of the Note is not paid when due; if the Company defaults in the performance of any other material term, agreement, covenant or condition of the Note, subject to a cure period; if any final judgment for the payment of money is rendered against the Company and the Company does not discharge the same or cause it to be discharged or vacated within 90 days; if the Company makes an assignment for the benefit of creditors, if the Company generally does not pay its debts as they become due; if a receiver, liquidator or trustee of the Company is appointed, or if the Company is adjudicated bankrupt or insolvent. In the event of an event of default, the Note will accelerate and become immediately due and payable at the option of the holder. The Company is in discussions with Fertilemind Management, LLC regarding the possibility of borrowing an additional $500,000 on approximately December 1, 2020, which, if received, would also be applied toward the purchase price at the closing of the Asset Sale. No assurances can be given that the Company will obtain such $500,000 loan from Fertilemind Management, LLC or from any other party. |
Brooklyn Immunotherapeutics, LLC [Member] | |
Loans Payable | NOTE 9 LOANS PAYABLE In connection with the acquisition of IRX the Company assumed certain notes payable (“IRX Notes”) in the amount of $410,000. On January 27, 2020, the IRX Notes were amended to extend the maturity date to the earlier of (i) a change of control, as defined, or (ii) December 31, 2021. |
Loans Payable and Loans Payable
Loans Payable and Loans Payable to Related Parties (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Loans Payable and Loans Payable to Related Parties | NOTE 10 LOANS PAYABLE AND LOANS PAYABLE TO RELATED PARTIES During the period from January 1, 2018 through July 31, 2018, the Predecessor issued unsecured convertible promissory notes (the “Predecessor Notes”) in the aggregate amount of $19,447,996, in exchange for which cash proceeds of $3,534,000 were received during 2017, cash proceeds of $15,165,816 were received during 2018, $716,449 represented the conversion to principal of interest payable on the note and $31,731 was issued in connection with the CFO Separation Agreement (see Note 11 - Commitments and Contingencies.) Of the total Predecessor Notes issued, Predecessor Notes in the aggregate amount of $11,095,368 were issued to members of the Predecessor’s Board of Directors. Prior to the Business Combination, the Predecessor Notes were convertible into common stock at the noteholder’s option in connection with the sale of at least 80% of the outstanding capital stock of the Predecessor. The Predecessor Notes bear interest at 14.5% per annum and mature on December 31, 2019. Predecessor Notes in the amount of $410,000 were assumed by the Successor in connection with the Business Combination. Interest expense related to the Predecessor Notes was $59,450 during the year ended December 31, 2019 and was $9,121 and $1,652,466 during the period from November 6, 2018 through December 31, 2018 and the period from January 1, 2018 through November 5, 2018, respectively. On January 27, 2020, the Predecessor Notes were amended to extend the maturity date to the earlier of (i) a change of control, as defined, or (2) December 31, 2021. During October 2018, the Predecessor sold bridge notes in the aggregate amount of $1,500,000 to three members of the Board of Directors (the “Bridge Notes”). Interest expense in the amount of $16,346 was incurred on the Bridge Notes during the Predecessor period. On November 6, 2018, in connection with the Business Combination, the Bridge Notes and related accrued interest were converted into Class A units of the Successor in the aggregate amount of $1,516,346. |
Commitments and Contingencies (
Commitments and Contingencies (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation The Company is subject to litigation from time to time in the ordinary course of its business. There can be no assurance that any claims will be decided in the Company’s favor and the Company is not insured against all claims made. During the pendency of such claims, the Company will continue to incur the costs of its legal defense. Currently, there is no material litigation pending or threatened against the Company. Sales and Use Tax From time to time, state tax authorities will make inquiries as to whether or not a portion of the Company’s services require the collection of sales and use taxes from customers in those states. Many states have expanded their interpretation of their sales and use tax statutes to subject more activities to tax. The Company evaluates such inquiries on a case-by-case basis and has favorably resolved the majority of these tax issues in the past without any material adverse consequences. There were no liabilities recorded in either of the years ended December 31, 2019 or 2018. | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Commitments and Contingencies | NOTE 10 COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. As of December 31, 2019, the Company was involved in a legal matter with the University of South Florida (“USF”), whereby USF sent a demand letter to IRX and BITX on December 21, 2018, contending its right to 25% of IRX proceeds from the business combination. The Company entered into a settlement agreement with USF on August 7, 2020. The amount of $150,000 was paid on August 13, 2020. Other than the royalty payments described below, no other amounts are due to USF under the license agreement. Licensing Agreements The Company has license agreements with USF, granting the Company the right to sell, market, and distribute IRX-2, subject to a 7% royalty payable to USF based on a percentage of gross product sales. Under the license agreement with USF, the Company is obligated to repay patent prosecution expenses incurred by USF. To date, the Company has not recorded any product sales, or obligations related to USF patent prosecution expenses. The license agreement terminates upon the expiration of the IRX-2 patents. Royalty Agreements IRX Royalty Agreements In connection with the acquisition of IRX, BITX assumed IRX’s obligation to pay a royalty in the aggregate amount of 1% of revenues from any future IRX-2 product sales, pursuant to royalty agreements with certain noteholders and shareholders of IRX. Collaborator Royalty Agreement Effective June 28, 2018, IRX terminated its Research, Development and Option Facilitation Agreement (the “RDO Agreement”) and its Options Agreement with a collaborative partner (the “Collaborator”), pursuant to a Termination Agreement. In connection with the Termination Agreement, all of the rights granted to the Collaborator under the RDO and Option Agreements were terminated, and the IRX has no obligation to refund any payments received from the Collaborator. As consideration for entering into the Termination Agreement, the Collaborator will receive a royalty equal to 6% of revenues from the sale of IRX-2, for the period of time beginning with the first sale of IRX-2 through the later of (i) the twelfth anniversary of the first sale of IRX-2, or (ii) the expiration of the last IRX patent, or other exclusivity of IRX-2. Investor Royalty Agreement On November 6, 2018, the BITX entered into a royalty agreement with the Class A membership investors (the “Investor Royalty Agreement”), pursuant to which owners of Class A membership units will receive compensatory royalties in an aggregate amount equal to 4% of the net revenues of the Company. This royalty agreement will be restructured at the closing of the merger to reflect ownership of the Class A units at the closing. The Company has not recognized any revenues to date, and no royalties are due pursuant to the any of the above-mentioned royalty agreements. Employment Agreements On December 13, 2019, the Company entered into a separation agreement (the “CEO Separation Agreement”) with its former Chief Executive Officer (the “Former CEO”). Pursuant to the terms of the Separation Agreement, the Former CEO was entitled to a six months of severance pay equal to $225,000, a one-time payout of accrued but unused vacation time equal to $37,518, and continued coverage under the Company’s group health and dental insurance plan equal to $14,032. On July 8, 2020, the BITX entered into a retention agreement (the “Retention Agreement”) with an employee (the “Employee”). Pursuant to the Retention Agreement, the Employee will continue full performance as an employee to BITX through January 8, 2021 (the “Initial Retention Agreement”) for which, subject to certain conditions, the Employee will be a lump sum of $200,000 within 30 days after January 8, 2021. In addition, the Company may unilaterally elect a second retention period from January 8, 2021 to July 8, 2021 (the “Second Retention Period”). Should the Company do so, subject to certain conditions, the Employee will be eligible for another payment of $200,000 within 30 days after July 8, 2021. Sublease Agreement The Company received sublease payments of $58,957 and $6,535 during the nine months ended September 30, 2020 and September 30, 2019, respectively. In connection with the sublease, the Company recognized a lease liability of $100,700 and $103,056 at September 30, 2020 and December 31, 2019 respectively. | NOTE 11 COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. As of December 31, 2019, the Company is involved in a legal matter with the University of South Florida (“USF”), whereby USF sent a demand letter to IRX and BITX on December 21, 2018, contending its right to 25% of IRX proceeds from the Business Combination. To date, no lawsuit has been filed and the Company and USF are working to settle the matter. Pursuant to ASC 450-20, and based on consultation with legal counsel, the Company has recorded $100,000 of accrued legal settlements representing the estimated loss related to this matter, which is recorded within general and administrative expense in the accompanying Statements of Operations. As of December 31, 2019, the potential exposure resulting from an adverse outcome of any potential legal proceedings could exceed the recorded accrual. However, the Company does not believe that the impact of litigation, if any, will be material. Licensing Agreements The Company has license agreements with USF, granting the Company the right to sell, market, and distribute IRX-2, subject to a 7% royalty payable to USF based on a percentage of gross product sales. Under the license agreement with USF, the Company is obligated to repay patent prosecution expenses incurred by USF. To date, the Company has not recorded any product sales, or obligations related to USF patent prosecution expenses. The license agreement terminates upon the expiration of the IRX-2 patents. Royalty Agreements Predecessor Royalty Agreements In connection with the Business Combination, the Successor assumed the Predecessor’s obligation to pay a royalty in the aggregate amount of 1% of revenues from any future IRX-2 product sales, pursuant to royalty agreements with certain noteholders and shareholders of the Predecessor (see Note 4 - Business Combination). Collaborator Royalty Agreement Effective June 28, 2018, the Predecessor terminated its Research, Development and Option Facilitation Agreement (the “RDO Agreement”) and its Options Agreement with a collaborative partner (the “Collaborator”), pursuant to a Termination Agreement. In connection with the Termination Agreement, all of the rights granted to the Collaborator under the RDO and Option Agreements were terminated, and the Predecessor has no obligation to refund any payments received from the Collaborator. As consideration for entering into the Termination Agreement, the Collaborator will receive a royalty equal to 6% of revenues from the sale of IRX-2, for the period of time beginning with the first sale of IRX-2 through the later of (i) the twelfth anniversary of the first sale of IRX-2, or (ii) the expiration of the last IRX patent, or other exclusivity of IRX-2. Investor Royalty Agreement On November 6, 2018, the Successor entered into a royalty agreement with the Class A membership investors (the “Investor Royalty Agreement”), pursuant to which owners of Class A membership units will receive compensatory royalties in an aggregate amount equal to 4% of the net revenues of the Successor. The Company has not recognized any revenues to date, and no royalties are due pursuant to the any of the above-mentioned royalty agreements. Employment Agreements Effective July 31, 2018, the Predecessor entered into a separation agreement (the “CFO Separation Agreement”) with its former Chief Financial Officer (the “Former CFO”). Pursuant to the terms of the Separation Agreement, the Former CFO was entitled to receive six months of severance pay equal to his current base salary of $275,000 per annum and received a Predecessor Note in the principal amount of $31,731. On December 13, 2019, the Successor entered into a separation agreement (the “CEO Separation Agreement”) with its former Chief Executive Officer (the “Former CEO”). Pursuant to the terms of the Separation Agreement, the Former CEO was entitled to a six months of severance pay equal to $225,000, a one-time payout of accrued but unused vacation time equal to $37,518, and continued coverage under the Company’s group health and dental insurance plan equal to $14,032. Operating Lease Commitments In connection with the Business Combination, BITX assumed IRX’s lease for office space at 654 Madison Ave in New York, NY (the “Office Lease”). The Office Lease expires on November 30, 2026. The annual rent for the first year (beginning on the date of the Business Combination) is approximately $93,275 and the rent increases annually. In connection with the Business Combination, BITX also assumed IRX’s lease for laboratory space in Brooklyn, New York (the “Laboratory Lease”), with annual rent expense for the first year of $314,577 beginning on the date of the Business Combination. Effective on July 1, 2019, the Laboratory Lease was amended to increase the space rented under the Laboratory Lease. Annual rent expense (including the Company’s pro rata share of operating expenses) for 12 months beginning July 1, 2019 increased to $485,061 pursuant to the amended Laboratory Lease, and the rent increases 3% on January 1 of each lease year. The Laboratory Lease expires on December 31, 2025. Future commitments under the Successor’s operating lease are as follows: For the Years Ending Amount 2020 $ 553,189 2021 571,470 2022 588,918 2023 606,864 2024 624,172 Thereafter 747,656 $ 3,692,269 The Company records rent expense on a straight-line basis over the term of the lease. Rent expense charged to operations was $544,214 during the year ended December 31, 2019 and was $77,170 and $480,577 during the period from November 6, 2018 through December 31, 2018 and the period from January 1, 2018 through November 5, 2018, respectively, which is included in general and administrative expenses in the accompanying Statements of Operations. Sublease Agreement On April 18, 2019, the Company entered into a sublease agreement with Nezu Asia Capital Management, LLC (“the Tenant”), whereby the Tenant agreed to sublease approximately 999 square feet of space currently rented by the Company in New York, NY, for an initial term of 8 years, commencing on May 15, 2019. The term of the sublease expires on October 31, 2026 with no option to extend the sublease term. Rent payments provided by the Tenant under the sublease agreement began on September 1, 2019. Annual rent payable to the Company pursuant to the sublease is $78,422 for the first year and the sublease agreement stipulates an annual rent increase of 2.25%. The Tenant also is responsible for paying to the Company all tenant energy costs, annual operating costs, and annual tax costs attributable to the subleased space during the term of the sublease. The Company received sublease payments of $32,676 during the year ended December 31, 2019. In connection with the sublease, the Company recognized a loss and a recorded lease liability of $103,350 during the year ended December 31, 2019, representing the discounted cash flows from future rental payments in excess of the future sublease payments to be received. The loss is included in general and administrative expense on the accompanying Statements of Operations. |
Stock-Based Compensation (Brook
Stock-Based Compensation (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | 8. Accrued Compensation Accrued compensation consisted of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Accrued vacation $ 260,000 $ 267,000 Accrued salaries 236,000 251,000 Accrued bonuses 77,000 32,000 Accrued commissions 15,000 22,000 Total accrued compensation $ 588,000 $ 572,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Stock-Based Compensation | NOTE 11 STOCK-BASED COMPENSATION The Company recorded stock-based compensation expense of $68,202 during the nine months ended September 30, 2020 and recognized $68,674 during the nine months ended September 30, 2019, related to the amortization of the restricted common units, which is included in general and administrative expenses on the accompanying condensed statements of operations. |
Members' Equity (Brooklyn Immun
Members' Equity (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended |
Sep. 30, 2020 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Members' Equity | NOTE 12 MEMBERS’ EQUITY During the nine months ended September 30, 2020, the Company made capital calls in the aggregate amount of $5,024,313 in exchange for Class A Units. The Company received cash of $4,133,750 and applied investor deposits of $665,563 in satisfaction of capital calls made during 2019. The remaining $225,000 was recorded as subscriptions receivable as of September 30, 2020 and was received through October 1, 2020. During the year ended December 31, 2019, the Company made capital calls in the aggregate amount of $8,218,762 in exchange for Class A Units. The Company received cash of $7,808,250 and applied investor deposits of $410,512 in satisfaction of capital calls made during 2019. Further, the Company received cash of $665,653 representing payments in excess of capital calls during the years ended December 31, 2019, which was recorded in other current liabilities on the accompanying condensed balance sheet. |
Stockholders' Deficiency and Me
Stockholders' Deficiency and Members' Equity (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Stockholders' Deficiency and Members' Equity | NOTE 12 STOCKHOLDERS’ DEFICIENCY AND MEMBERS’ EQUITY Stockholders’ Deficiency - Predecessor The number of shares of capital stock that were authorized to be issued by the Predecessor was 171,781,743, consisting of 50,000,000 shares of common stock and 121,781,743 shares of preferred stock, of which 160,000 shares were designated as Series A Preferred stock, 54,000 shares were designated as Series B Preferred Stock, 41,567,743 shares were designated as Series C Preferred Stock and 80,000,000 shares were designated as Series D Preferred Stock. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are together the “Preferred Stock.” During 2018, all shares of Predecessor Series A, Series B and Series C convertible preferred stock were exchanged for 16,771,866 shares of Predecessor common stock. The exchange of Series A, Series B and Series C convertible preferred stock for common stock was not pursuant to the original terms of the convertible preferred stock; accordingly, the exchange of convertible preferred stock for common was recorded as an extinguishment of the preferred stock, and the resulting gain on extinguishment was recorded as a credit to accumulated deficit and an increase to net income available to common stockholders. In connection with the Business Combination (see Note 4 – Business Combination), Predecessor common stockholders and holders of Series D preferred stock received Successor Class C membership units (see Members’ Equity below) and all outstanding shares of Predecessor common stock and Series D preferred stock were canceled. Stock Options The following represents activity related to the Predecessor’s stock options during the period from the January 1, 2018 through November 5, 2018: Number of Weighted Weighted Aggregate Outstanding, January 1, 2018 1,165 $ 208 1.5 $ - Granted - - - - Exercised Forfeited (80 ) $ 300 - - Outstanding, November 5, 2018 1,085 $ 201 0.7 $ - Exercisable, November 5, 2018 1,085 $ 201 0.7 $ - The following table presents information related to stock options at November 5, 2018: Options Outstanding Options Exercisable Exercise Price Outstanding Number Weighted Average Exercisable Number $ 200 1,075 0.7 1,075 $ 300 10 0.2 10 1,085 0.7 1,085 In connection with the Business Combination (see Note 4 – Business Combination), all outstanding Predecessor stock options were canceled. Members’ Equity Pursuant to the BITX Operating Agreement, the Company is authorized to issue 100,000 non-voting membership units, consisting of 65,000 Class A Units, 15,000 Class B Units, 10,000 Class C Units and 10,000 Common Units. Any distributions are made to the members in the following order and priority: first, on a pro rata basis, to the holders of Class A Units, in proportion to the number of Class A Units held by each, until the Company has made aggregate distributions of $100 million; second, 75% on a pro rata basis to holders of Class A Units and Common Units, 15% on a pro rata basis to the holders of Class B Units and 10% on a pro rata basis to holders of Class C Units, until the Company has made aggregate distributions equal to $500 million; thereafter, 65% on a pro rata basis to holders of Class A Units and Common Units, 20% on a pro rata basis to the holders of Class B Units and 15% on a pro rata basis to holders of Class C Units. Through December 31, 2018, the Company issued 65,000 Class A Units for in exchange for capital commitments of $22,447,005 and services valued at $5,000. During 2018, the Company made capital calls in the aggregate amount of $9,953,930. During 2018, the Company received cash of $7,587,584 and exchanged notes payable and interest the amount of $1,516,346 during 2018 in satisfaction of capital calls (see Note 10 – Loans Payable and Loans Payable to Relate Parties). The remaining $850,000 was recorded as subscriptions receivable as of December 31, 2018 and was received through March 31, 2019. Further, the Company received $638,575 cash representing payments in excess of capital calls during the year ended December 31, 2018, which is recorded in other current liabilities on the accompanying balance sheet (see Note 9 – Investor Deposits). During the year ended December 31, 2019, the Company made capital calls in the aggregate amount of $8,218,762 in exchange for Class A Units. The Company received cash of $7,808,250 and applied investor deposits of $410,512 in satisfaction of capital calls made during 2019. Further, the Company received cash of $437,500 representing payments in excess of capital calls during the years ended December 31, 2019 and 2018, respectively, which is recorded in other current liabilities on the accompanying balance sheet (see Note 9 – Investor Deposits). On November 6, 2018, the Company issued 15,000 Class B Units with an aggregate grant date value of $1,400,000 and issued 10,000 Class C Units with an aggregate grant date value of $1,000,000 to former stockholders and debt holders of IRX, in connection with the Business Combination (see Note 4 – Business Combination). Management, with the assistance of an independent valuation firm, utilized the market approach and an option pricing model (“OPM”) to allocate the transaction equity value to the respective classes of membership units. The inputs to the OPM included (a) the $22 million equity value; (b) term of 3.5 years; (c) volatility of 100%; (d) risk-free rate of 3.01%; and (e) expected dividend rate of 0.0%. During the period from November 6, 2018 through December 31, 2018, the Company granted 4,125 of restricted common units to certain employees valued at $88.75 per unit, or an aggregate of $366,094. On September 23, 2019, the company granted 125 restricted common units valued at $88.75 per unit, or $11,094, to a single employee. The units vest 25% on the first anniversary of the date of grant, and the remainder vest monthly over the following three years. The Company recorded stock-based compensation expense of $91,689 during the year ended December 31, 2019 and recognized $20,248 during the period from November 6 through December 31, 2018, related to the amortization of the restricted common units, which is included in general and administrative expenses on the accompanying statements of operations. |
Income Tax (Brooklyn ImmunoTher
Income Tax (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax | 12. Income Taxes For each of the years ended December 31, 2019 and 2018, current tax provisions and current deferred tax provisions were recorded as follows: As of December 31, 2019 2018 Current Tax Provision Federal $ - $ 21,000 State (25,000 ) (21,000 ) Foreign 2,000 (5,000 ) (23,000 ) (5,000 ) Deferred Tax Provision Federal - - State 2,000 6,000 Foreign (6,000 ) 63,000 (4,000 ) 69,000 Total Tax Provision Federal - 21,000 State (23,000 ) (15,000 ) Foreign (4,000 ) 58,000 $ (27,000 ) $ 64,000 The net deferred tax assets and liabilities have been reported in other liabilities in the consolidated balance sheets at December 31, 2019 and 2018 as follows: As of December 31, 2019 2018 Deferred Tax Assets: NOL carryforwards $ 14,730,000 $ 15,756,000 UK NOL carryforwards 552,000 534,000 Allowance for doubtful accounts 92,000 97,000 Compensation and vacation accrual 57,000 58,000 Operating accruals 6,000 285,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 106,000 120,000 Lease liabilities 854,000 - Other 846,000 850,000 Total gross deferred tax assets 17,369,000 17,826,000 Valuation allowance (16,218,000 ) (17,149,000 ) Net deferred tax assets 1,151,000 677,000 Deferred Tax Liabilities: Capitalized software 497,000 523,000 Right of use assets 544,000 - Fixed assets and intangibles 45,000 86,000 Foreign 47,000 45,000 Total gross deferred liabilities 1,133,000 654,000 Net deferred taxes $ 18,000 $ 23,000 The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% is as follows: As of December 31, 2019 2018 Tax at federal income tax rate $ 424,000 $ 68,000 State provision (23,000 ) (15,000 ) Foreign tax differential (2,000 ) 13,000 Change in valuation allowance (429,000 ) (20,000 ) Permanent items 3,000 (3,000 ) Other - 21,000 Total Provision $ (27,000 ) $ 64,000 The net change in the total valuation allowance for the year ended December 31, 2019 was an increase of $429,000. The net change in the total valuation allowance for the year ended December 31, 2018 was an increase of $20,000. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and planning strategies in making this assessment. Based on the level of historical operating results and projections for the taxable income for the future, the Company has determined that it is more likely than not that the portion of deferred taxes not utilized through the reversal of deferred tax liabilities will not be realized. Accordingly, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. At December 31, 2019, the Company had NOL carryforwards of approximately $63,354,000 for federal income tax purposes, which will continue expiring in 2020, and approximately $29,195,000 for state income tax purposes, which will continue expiring in 2020. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state NOL carryforwards due to continued operating losses. Under Internal Revenue Code (“IRC”) Section 382 and similar state provisions, ownership changes may limit the annual utilization of NOL carryforwards existing prior to a change in control that are available to offset future taxable income. Such limitations would reduce, potentially significantly, the gross deferred tax assets disclosed in the table above related to the NOL carryforwards. The Company performed a Section 382 analysis as of December 31, 2018 to determine the impact of any changes in ownership. Based on this analysis, no ownership change occurred that would limit the use of the NOLs. The Company does not believe there has been a material change in its ownership between the Section 382 analysis completed through December 31, 2018 and the year ended December 31, 2019 that would indicate a limit on the use of the NOLs. The Company continues to disclose the NOL carryforwards at their original amount in the table above as no potential limitation has been quantified. The Company also established a full valuation allowance for substantially all deferred tax assets, including the NOL carryforwards, since the Company could not conclude that it was more likely than not able to generate future taxable income to realize these assets. In addition, the Company has approximately $133,000 of state tax credit tax carryforwards that expire in the years 2020 through 2026. The deferred tax assets as of December 31, 2019 include a deferred tax asset of $442,000 representing NOLs arising from the exercise of stock options by Company employees for 2005 and prior years. To the extent the Company realizes any tax benefit for the NOLs attributable to the stock option exercises, such amount would be credited directly to stockholders’ equity. United States income taxes were not provided on unremitted earnings from non-United States subsidiaries. Such unremitted earnings are considered to be indefinitely reinvested and determination of the amount of taxes that might be paid on these undistributed earnings is not practicable. The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2015. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs were generated and carried forward, and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the IRS or state taxing authorities. |
Brooklyn Immunotherapeutics, LLC [Member] | |
Income Tax | NOTE 13 INCOME TAX The Successor is a limited liability company treated as a partnership for federal and state income tax purposes, and the taxable income or loss is passed through to its members. The Successor is subject to the Unincorporated Business Tax (“UBT”) on taxable income attributable to New York City. As of December 31, 2019, the Company has an operating loss carryforward of approximately $10,941,526 available to offset future taxable income, which does not expire. The Successor files its Federal, New York State, and New York City returns. The Federal, New York State, and New York City returns for the years ended December 31, 2019 and 2018 remain open to examination. The Successor is not currently undergoing any tax audit and has not received notice of an audit. The Successor tax benefits for the year and December 31, 2019 and for the period from November 6, 2018 through December 31, 2018 result from increases in the gross deferred tax assets and are offset by a corresponding tax expense due to an increase in the valuation allowance associated with those same deferred tax assets, resulting in an effective tax rate of 0%. The Predecessor filed its income tax returns in the U.S. Federal jurisdiction, the state of New York and New York City. Federal, state and city income tax returns, for the years ended December 31, 2016 through December 31, 2018 remain open to examination by the IRS and state jurisdictions. The Predecessor is not currently undergoing any audit and has not received notice of audit or any notifications from the IRS for any of the open tax years. The Predecessor tax benefits during each period, which resulted from increases in the gross deferred tax assets as well as tax credits related to qualified research and development expenses incurred during the period, were offset by a corresponding tax expense due to an increase in the valuation allowance associated with those same deferred tax assets, resulting in an effective tax rate of 0%. The income tax benefit consists of the following: Successor Predecessor For the Year For the period For the period Federal: Current $ - $ - $ - Deferred - - 8,266,417 State and local: Current - Deferred 357,482 80,179 5,438,948 357,482 80,179 13,705,365 Change in valuation allowance (357,482 ) (80,179 ) (13,705,365 ) Income tax benefit (provision) $ - $ - $ - Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below. Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. December 31, 2019 2018 Deferred tax assets: Net operating loss carryforward $ 424,800 $ 80,179 Less: valuation allowance (424,800 ) (80,179 ) Total $ - $ - |
Subsequent Events (Brooklyn Imm
Subsequent Events (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | 16. SUBSEQUENT EVENTS PPP Loan Forgiveness In November 2020, the U.S. Small Business Administration approved the forgiveness of approximately $1,093,000 of the Company’s $1,625,000 PPP Loan, leaving a principal balance of approximately $532,000. Legal Proceedings From time to time, the Company is subject to legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm its financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results. The Company is not currently subject to any pending material legal proceedings except as described below. The Company and its directors have been named as defendants in six substantially similar actions brought by purported stockholders of the Company’s arising out of the Merger: Henson v. NTN Buzztime, Inc. Chinta v. NTN Buzztime, Inc. Amanfo v. NTN Buzztime, Inc. Falikman v. NTN Buzztime, Inc. Haas v. NTN Buzztime, Inc. Monsour v. NTN Buzztime, Inc. Chinta Henson Henson The Company and its directors deny the allegations asserted against the Company in these actions and intend to oppose them vigorously. | 18. Subsequent Events Asset Sale On January 13, 2020, the Company entered into an asset purchase agreement with Sporcle, Inc., a Delaware corporation (“Sporcle”), pursuant to which the Company agreed to sell to Sporcle all of its assets necessary for Sporcle to conduct the live hosted knowledge-based trivia events known as Stump! Trivia and OpinioNation for $1,360,000. The transaction closed on January 31, 2020, and the Company recorded a net gain of approximately $1,265,000 in January 2020. Amendment to Loan and Security Agreement On March 12, 2020, the Company entered into an amendment to the loan and security agreement it entered into with Avidbank in September 2018. In connection with entering into the amendment, the Company made a $433,000 payment on its term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of its term loan to $2,000,000. Under the terms of the amendment, the Company’s financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. The principal payment the Company must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August, September, October and November, and $125,000 for December. Under the terms of the original loan and security agreement, the Company’s EBITDA was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. As of December 31, 2019, the Company was in compliance with both of those covenants. Under the terms of the amendment, the minimum EBITDA covenant was replaced with a monthly minimum asset coverage ratio covenant, which the Company refers to as the ACR covenant, and the minimum liquidity covenant was amended to provide that the aggregate amount of unrestricted cash the Company has in deposit accounts or securities accounts maintained with Avidbank must be at all times not less than the principal balance outstanding under the term loan. Under the ACR covenant, the ratio of (i) the Company’s unrestricted cash at Avidbank as of the last day of a calendar month plus 75% of its outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Subsequent Events | NOTE 13 SUBSEQUENT EVENTS The Company has evaluated subsequent events from the condensed balance sheet date through January 19, 2021. From time to time, the Company is subject to legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm its financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results. The Company is not currently subject to any pending material legal proceedings except as described below. NTN and its directors have been named as a defendant in seven substantially similar actions brought by purported stockholders of NTN arising out of the Merger: Henson v. NTN Buzztime, Inc. Chinta v. NTN Buzztime, Inc. Amanfo v. NTN Buzztime, Inc. Falikman v. NTN Buzztime, Inc. Haas v. NTN Buzztime, Inc. Monsour v. NTN Buzztime, Inc., Carlson v. NTN Buzztime, Inc., Chinta Chinta The complaints generally allege that the defendants failed to disclose allegedly material information in a Form S-4 Registration Statement filed on October 2, 2020, including (1) certain details regarding any projections or forecasts the Company or Brooklyn may have made, and the analyses performed by the Company’s financial advisor, Newbridge Securities Corporation; (2) conflicts concerning the sales process; and (3) disclosures regarding whether or not the Company entered into any confidentiality agreements with standstill and/or “don’t ask, don’t waive” provisions. The complaints generally allege that these purported failures to disclose rendered the Form S-4 false and misleading. The complaints request preliminary and permanent injunction of the Merger; rescission of the Merger if executed and/or rescissory damages in unspecified amounts; direction to the individual directors to disseminate a compliant Registration Statement; an accounting by the Company for all alleged damages suffered; a declaration that certain federal securities laws have been violated; and costs, including attorneys’ and expert fees and expenses. Although plaintiffs request injunctive relief in their complaints, they have not filed motions for such relief. The Company denies the allegations asserted against the Company and intends to oppose the suit in which it is named vigorously. In December 2020, the Company entered into option agreements with Novellus Therapeutics Limited and Factor Bioscience Limited (together, Novellus) to obtain the right to exclusively license Novellus’ IP and mRNA cell reprogramming and gene editing technology for use in the development of certain cell-based therapies to be evaluated and developed for treating human diseases, including certain types of cancer, sickle cell disease, and beta thalassemia. The option is exercisable before February 28, 2021 (or April 30, 2021 if the Company’s merger with NTN has not closed by that date) and requires the Company to pay a non-refundable option fee of $500,000 (even if the option is not exercised) and an initial license fee of $4.0 million (including the non-refundable fee of $500,000) in order to exercise the option (plus additional future consideration to potentially acquire additional stem cell lines, payments based on achieving enumerated milestones and a royalty on net sales). | NOTE 14 SUBSEQUENT EVENTS Capital Call Subsequent to December 31, 2019, the Company made capital calls in the aggregate amount of $3,858,750. The Company received cash of $3,858,750 in satisfaction of this capital call through the dates which the financial statements were available to be issued. CARES Act On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the effects of the CARES Act will be effective in the quarter, or in our case, the year that includes the date that the president signs the bill. We are currently evaluating how provisions in the CARES Act will impact our financial statements in 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies And Estimates (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Capital Resources | Capital Resources On March 12, 2020, the Company entered into an amendment to its loan and security agreement with Avidbank. In connection with entering into the amendment, the Company made a $433,000 payment on its term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of its term loan to $2.0 million. Under the terms of the amendment, the Company’s financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. The principal payment the Company must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August, September, October and November, and $125,000 for December. |
Assessments of Functional Currencies | Assessments of Functional Currencies Foreign Currency Matters |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Site Equipment to be Installed | Site Equipment to be Installed Due to the termination of our relationship with Buffalo Wild Wing corporate-owned restaurants and most of its franchisees in November 2019, Buffalo Wild Wings offered the Company the opportunity to take back title to all of the tablets, cases and charging trays located at sites that terminated service with the Company at zero cost to the Company other than for shipping and related charges of approximately $175,000. As a result, the Company received approximately 45,000 tablets and cases and approximately 4,500 charging trays during the fourth quarter of 2019. Many of these items are the Company’s newer technology tablets and cases that can be redeployed to its customer sites or used in other possible partnerships. Although the Company has not yet completed its assessment of the items it received to determine how many the Company will ultimately retain, the Company determined that it would no longer have a future use for certain older tablets and cases it had on hand. Accordingly, during the quarter ended December 31, 2019, the Company recognized a loss of approximately $580,000 for the disposition of those older tablets and related cases recorded in site equipment to be installed for which it did not expect to generate future cash flows. Total loss for the disposition of site equipment for the year ended December 31, 2019 was approximately $591,000. There were no indications of impairment for the year ended December 31, 2018. |
Fixed Assets | Fixed Assets Depreciation of fixed assets is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements and fixed assets under finance leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease period. The Company incurs a relatively significant level of depreciation expense in relation to its operating income. The amount of depreciation expense in any fiscal year is largely related to the equipment located at the Company’s customers’ sites that are not under sales-type lease arrangements. Such equipment includes the Classic Playmaker, tablet, other associated electronics and the computers located at customer’s sites (collectively, “Site Equipment”). The components within Site Equipment are depreciated over one to three years based on the shorter of the contractual finance lease period or the estimated useful life, which considers anticipated technology changes. Machinery and equipment are depreciated over three to five years, furniture and fixtures is depreciated over five to seven years and the vehicle is depreciated over five years. If the Company’s fixed assets turn out to have longer lives, on average, than estimated, then its depreciation expense would be significantly reduced in those future periods. Conversely, if the fixed assets turn out to have shorter lives, on average, than estimated, then its depreciation expense would be significantly increased in those future periods. As of December 31, 2019, the Company determined there were no changes to the estimated useful lives for any of its assets. |
Goodwill | Goodwill Intangibles – Goodwill and Other. The Company has goodwill resulting from the excess of costs over the fair value of assets it acquired in 2003 related to its Canadian business (the “Reporting Unit”). The Company performed the quantitative impairment test of its goodwill in each of the years ended December 31, 2019 and 2018, as the Company determined that because of declines in revenue of the Reporting Unit, the decline in the Company’s stock price and other general market conditions, it was more likely than not that there were indications of impairment. The Company used three methods of determining the fair value of the reporting unit: the public company market method, the transaction market method and the income method. Each method was equally weighted to calculate the total estimated fair value, and then the Company compared this fair value to the carrying value of the reporting unit. The impairment test performed during 2018 resulted in the carrying value exceeding the fair value. Accordingly, the Company recognized a goodwill impairment loss of approximately $261,000 during the year ended December 31, 2018. The impairment test performed during 2019 resulted in the fair value exceeding the carrying value. Therefore, the Company did not record any goodwill impairment for the year ended December 31, 2019. |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers 1. Identify the contract(s) with customers 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when the performance obligations have been satisfied ASC No. 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company generates revenue by charging subscription fees to partners for access to its 24/7 trivia network, charging equipment fees to certain customers for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage beyond trivia/entertainment, by selling DOOH advertising direct to advertisers and on national ad exchanges, by licensing its entertainment and trivia content to other entities, and by providing professional services such as custom game design or development of new platforms on its existing tablet form factor. Up until February 1, 2020, the Company also generated revenue from hosting live trivia events (see Note 18). In general, when multiple performance obligations are present in a customer contract, the transaction price is allocated to the individual performance obligation based on the relative stand-alone selling prices, and the revenue is recognized when or as each performance obligation has been satisfied. Discounts are treated as a reduction to the overall transaction price and allocated to the performance obligations based on the relative stand-alone selling prices. All revenues are recognized net of sales tax collected from the customer. Revenue Streams The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2019 2018 $ % of Total $ % of Total Change $ % Subscription revenue 14,278,000 72.1 % 16,031,000 68.7 % (1,753,000 ) (10.9 )% Hardware revenue 2,350,000 11.9 % 3,589,000 15.4 % (1,239,000 ) (34.5 )% Other revenue 3,178,000 16.0 % 3,715,000 15.9 % (537,000 ) (14.5 )% Total 19,806,000 100.0 % 23,335,000 100.0 % (3,529,000 ) (15.1 )% The following describes how the Company recognizes revenue under ASC No. 606. Subscription Revenue Costs associated with installing the equipment are considered direct costs. Costs associated with sales commissions are considered incremental costs for obtaining the contract because such costs would not have been incurred without obtaining the contract. The Company expects to recover both costs through future fees it collects and both costs are recorded in deferred costs on the balance sheet and amortized on a straight-line basis. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commissions over the longer of the contract term and the expected term of the customer relationship. Sales-type Lease Revenue— Leases. Equipment Sales— Advertising Revenue— Content Licensing Live Hosted Trivia Revenue— Pay-to-Play Revenue— Professional Development Revenue Revenue Concentrations The Company’s customers predominantly range from small independently operated bars and restaurants to bars and restaurants operated by national chains. This results in diverse venue sizes and locations. As of December 31, 2018, 2,639 venues in the U.S. and Canada subscribed to our interactive entertainment network, of which approximately 46% were Buffalo Wild Wings corporate-owned restaurants and its franchisees. As of December 31, 2019, the Company’s site count declined to 1,440 venues primarily due to the termination of its agreement with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees in November 2019 in accordance with the terms of the agreement. See Note (1) BASIS OF PRESENTATION—Basis of Accounting Presentation, above and ITEM 1A. “Risk Factors” in Part I of the 2019 10-K. The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the years ended December 31, 2019 and 2018, and the percentage of total revenue that such amount represents for such periods: Year Ended 2019 2018 Buffalo Wild Wings revenue $ 6,820,000 $ 10,180,000 Percent of total revenue 34 % 44 % As of December 31, 2019 and 2018, approximately $158,000 and $552,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. The geographic breakdown of the Company’s revenue for the years ended December 31, 2019 and 2018 were as follows: For the years ended 2019 2018 United States $ 19,153,000 $ 22,653,000 Canada 653,000 682,000 Total revenue $ 19,806,000 $ 23,335,000 Contract Assets and Liabilities The Company enters into contracts and may recognize contract assets and liabilities that arise from these contracts. The Company recognizes revenue and corresponding cash for customers who auto pay via their bank account or credit card, or the Company recognizes a corresponding accounts receivable for customers the Company invoices. The Company may receive consideration from customers, per the terms of the contract, prior to transferring goods or services to the customer. In such instances, the Company records a contract liability and recognizes the contract liability as revenue when all revenue recognition criteria are met. The table below shows the balance of contract liabilities as of December 31, 2019 and December 31, 2018, including the change during the period. Deferred Balance at January 1, 2019 $ 1,297,000 New performance obligations 1,093,000 Revenue recognized (1,928,000 ) Balance at December 31, 2019 462,000 Less non-current portion (2,000 ) Current portion at December 31, 2019 $ 460,000 The Company capitalizes installation costs associated with installing equipment in a customer location and sales commissions as a deferred cost asset on the balance sheet. For installation costs that are of an amount that is less than or equal to the deferred installation revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess installation costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one to two years because the Company can still recover that excess cost in the initial term of the contract. The Company amortizes commission costs over the longer of the contract term and the expected term of the customer relationship. The tables below show the balance of the unamortized installation cost and sales commissions as of December 31, 2019 and December 31, 2018, including the change during the period. Installation Sales Total Balance at January 1, 2019 $ 321,000 $ 103,000 $ 424,000 Incremental costs deferred 352,000 161,000 513,000 Deferred costs recognized (486,000 ) (177,000 ) (663,000 ) Balance at December 31, 2019 187,000 87,000 274,000 |
Research and Development | Research and Development |
Software Development Costs | Software Development Costs The Company performed its annual review of software development projects for the years ended December 31, 2019 and 2018, and determined to abandon various software development projects that the Company concluded were no longer a current strategic fit or for which it determined that the marketability of the content had decreased due to obtaining additional information regarding the specific industry for which the content was intended. As a result, for the quarter ended December 31, 2019, the Company recognized an impairment of $498,000. There was no impairment charge for the quarter ended December 31, 2018. For the year ended December 31, 2019 and 2018, the Company recognized an impairment charge of $550,000 and $23,000, respectively. Impairment of capitalized software is shown separately on the Company’s consolidated statement of operations. |
Advertising Costs | Advertising Costs— |
Shipping and Handling Costs | Shipping and Handling Costs |
Stock-Based Compensation | Stock-Based Compensation , Compensation – Stock Compensation. Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting. |
Income Taxes | Income Taxes ASC No. 740, Income Taxes, |
Earnings Per Share | Earnings Per Share |
Segment Reporting | Segment Reporting Segment Reporting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842); Leases (Topic 842): Targeted Improvements Leases (Topic 842) – Narrow-Scope Improvements for Lessors Topic 842 also allows lessees and lessors to elect certain practical expedients. The Company elected the following practical expedients: ● Transitional practical expedients, which must be elected as a package and applied consistently to all of the Company’s leases: ○ The Company need not reassess whether any expired or existing contracts are or contain leases. ○ The Company need not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with the previous guidance will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with the previous guidance will be classified as finance leases). ○ The Company need not reassess initial direct costs for any existing leases. ● Hindsight practical expedient. The Company elected the hindsight practical expedient in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The Company may elect this practical expedient separately or with the “practical expedient package,” and the Company must apply it consistently to all of its leases. Upon adoption of Topic 842, the Company recognized on its consolidated balance sheet as of January 1, 2019 approximately $3.5 million of operating lease liabilities, and approximately $2.3 million of corresponding operating right-of use assets, net of tenant improvement allowances. The Company also shows the initial recognition of the leases as a supplemental noncash financing activity on the statement of cash flows and the amortization of the noncash lease expense in operating activities. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. (See Note 14 for more information.) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Use of Estimates | Use of Estimates | |
Recent accounting standards | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842); Leases (Topic 842): Targeted Improvements Leases (Topic 842) – Narrow-Scope Improvements for Lessors Topic 842 also allows lessees and lessors to elect certain practical expedients. The Company elected the following practical expedients: ● Transitional practical expedients, which must be elected as a package and applied consistently to all of the Company’s leases: ○ The Company need not reassess whether any expired or existing contracts are or contain leases. ○ The Company need not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with the previous guidance will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with the previous guidance will be classified as finance leases). ○ The Company need not reassess initial direct costs for any existing leases. ● Hindsight practical expedient. The Company elected the hindsight practical expedient in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The Company may elect this practical expedient separately or with the “practical expedient package,” and the Company must apply it consistently to all of its leases. Upon adoption of Topic 842, the Company recognized on its consolidated balance sheet as of January 1, 2019 approximately $3.5 million of operating lease liabilities, and approximately $2.3 million of corresponding operating right-of use assets, net of tenant improvement allowances. The Company also shows the initial recognition of the leases as a supplemental noncash financing activity on the statement of cash flows and the amortization of the noncash lease expense in operating activities. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. (See Note 14 for more information.) | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Basis of Presentation | Basis of Presentation The unaudited Interim Condensed Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date and a “Successor” for the periods following (and including) the Closing Date. The operating results of IRX for the period January 1, 2018 through November 5, 2018 are presented for the Predecessor period in the accompanying consolidated financial statements. The financial position and operating results of the BITX as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the period from November 6, 2018 through December 31, 2018 are presented for the Successor period in the accompanying financial statements. The Predecessor’s significant accounting policies are substantially the same as those of the Successor presented below. |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The Company has prepared the accompanying unaudited Interim Condensed Financial Statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These unaudited Interim Condensed Financial Statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. The Company’s historical results are not necessarily indicative of the results to be expected in the future and the Company’s operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The accompanying unaudited Interim Condensed Financial Statements should be read in conjunction with the Financial Statements and notes thereto for the year ended December 31, 2019. Since the date of such Financial Statements, there have been no changes to the Company’s significant accounting policies. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the acquisition of substantially all of the assets of IRX. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the business combination. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. |
COVID-19 Pandemic | COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation and its impact on the financial condition, liquidity, operations, suppliers, industry, and workforce. The Company anticipates that the COVID-19 pandemic will have an impact on its clinical development activities. The extent to which the COVID-19 pandemic impacts the Company’s business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, clinical supply chain, financial condition, results of operations and growth prospects. The evolving COVID-19 pandemic is also likely to impact directly or indirectly the pace of evaluation of the IRX-2 clinical trials results for at least the next several months and possibly longer. Further development of IRX-2 can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a clinical trial, in securing clinical trial agreements with prospective sites with acceptable terms, in obtaining institutional review board approval to conduct a clinical trial at a prospective site, in recruiting patients to participate in a clinical trial, related to the COVID-19 pandemic, or in obtaining sufficient supplies of clinical trial materials. Any delays in completing the clinical trials will increase the costs, slow down the product development, timeliness and approval process and delay the ability to generate revenue. Taken together, the COVID-19 related outcomes could ultimately delay regulatory marketing applications, review of those applications, and consequently product commercialization. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change and the Company does not yet know the full extent of potential delays or impacts on the business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak nor estimate the potential impact to the fiscal year 2020 financial statements at this time, if the pandemic continues, it could have a material adverse effect on the results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2020. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), as amended on June 5, 2020 by the Paycheck Protection Program (“PPP”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, and alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On May 4, 2020, the Company was granted a loan (the “Loan”) from Silicon Valley Bank in the aggregate amount of $309,905, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act. The Company is continuing to evaluate and examine the impact the CARES Act may have on the business, results of operations, financial condition, or liquidity. The Loan, which was in the form of a Note dated May 4, 2020 issued by the Company, matures on May 4, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on December 4, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. In order to qualify for loan forgiveness, funds from the Loan may only be used for payroll costs, rent and utilities. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to comply with the loan forgiveness provisions in the legislation; however, there can be no assurance that the Company will obtain full forgiveness of the loans based on the legislation. | |
Recent accounting standards | Recent accounting standards In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. The ASU is effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from the acquisitions, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 resulted in certain modifications to fair value measurement disclosures, primarily related to level 3 fair value measurements. This standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption was permitted. The adoption of this ASU did not have a material impact on the condensed financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as a right-of-use asset and a lease liability. Leases will be classified as operating or financing. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard ASU 2016-02 is effective for fiscal years and interim periods, within those fiscal years, beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020, but early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 also requires expanded financial statement disclosures on leasing activities. These changes will become effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the effect of the new standard on its financial statements and related disclosures. The Company has reviewed other recent accounting standards and concluded they are either not applicable to the business or no material effect is expected on the condensed financial statements as a result of future adoption. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Use of Estimates | Use of Estimates | |
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Property and Equipment | Fixed Assets Depreciation of fixed assets is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements and fixed assets under finance leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease period. The Company incurs a relatively significant level of depreciation expense in relation to its operating income. The amount of depreciation expense in any fiscal year is largely related to the equipment located at the Company’s customers’ sites that are not under sales-type lease arrangements. Such equipment includes the Classic Playmaker, tablet, other associated electronics and the computers located at customer’s sites (collectively, “Site Equipment”). The components within Site Equipment are depreciated over one to three years based on the shorter of the contractual finance lease period or the estimated useful life, which considers anticipated technology changes. Machinery and equipment are depreciated over three to five years, furniture and fixtures is depreciated over five to seven years and the vehicle is depreciated over five years. If the Company’s fixed assets turn out to have longer lives, on average, than estimated, then its depreciation expense would be significantly reduced in those future periods. Conversely, if the fixed assets turn out to have shorter lives, on average, than estimated, then its depreciation expense would be significantly increased in those future periods. As of December 31, 2019, the Company determined there were no changes to the estimated useful lives for any of its assets. | |
Goodwill | Goodwill Intangibles – Goodwill and Other. The Company has goodwill resulting from the excess of costs over the fair value of assets it acquired in 2003 related to its Canadian business (the “Reporting Unit”). The Company performed the quantitative impairment test of its goodwill in each of the years ended December 31, 2019 and 2018, as the Company determined that because of declines in revenue of the Reporting Unit, the decline in the Company’s stock price and other general market conditions, it was more likely than not that there were indications of impairment. The Company used three methods of determining the fair value of the reporting unit: the public company market method, the transaction market method and the income method. Each method was equally weighted to calculate the total estimated fair value, and then the Company compared this fair value to the carrying value of the reporting unit. The impairment test performed during 2018 resulted in the carrying value exceeding the fair value. Accordingly, the Company recognized a goodwill impairment loss of approximately $261,000 during the year ended December 31, 2018. The impairment test performed during 2019 resulted in the fair value exceeding the carrying value. Therefore, the Company did not record any goodwill impairment for the year ended December 31, 2019. | |
Research and Development | Research and Development | |
Income Taxes | Income Taxes ASC No. 740, Income Taxes, | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Basis of Presentation | Basis of Presentation The unaudited Interim Condensed Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date and a “Successor” for the periods following (and including) the Closing Date. The operating results of IRX for the period January 1, 2018 through November 5, 2018 are presented for the Predecessor period in the accompanying consolidated financial statements. The financial position and operating results of the BITX as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the period from November 6, 2018 through December 31, 2018 are presented for the Successor period in the accompanying financial statements. The Predecessor’s significant accounting policies are substantially the same as those of the Successor presented below. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the acquisition of substantially all of the assets of IRX. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with the business combination. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the valuation of stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2019 and 2018. | |
Restricted Cash | Restricted Cash The Company has an agreement to maintain cash balances at a financial institution as collateral for a letter of credit related to the Company’s lease agreement for its office space in New York, NY, which automatically renews on an annual basis. The total amount committed under the letter of credit is $86,000 as of December 31, 2019 and 2018. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of 7 years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment annually, or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Since management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. | |
In Process Research and Development | In Process Research and Development In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired on November 5, 2018 in connection with the Asset Purchase Agreement, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Successor becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Successor is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Successor may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its fair value. | |
Research and Development | Research and Development Research and development expenditures are charged to operations as incurred. | |
Income Taxes | Income Taxes The Company is not subject to U.S. federal, state, and income taxes for the Successor period, since all of its income or losses are passed through to its members. Taxable income attributable to New York City during the year ended December 31, 2019 and the period from November 6, 2018 through December 31, 2018 is subject to the New York City Unincorporated Business Tax. During the Predecessor period, the Company was subject to corporate income taxes in the U.S. Federal jurisdiction, the state of New York and New York City. The Company records deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and established a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. | |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, the Company’s cash balances may be uninsured for deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. A single vendor accounted for 14.0% of the Company’s purchases during the year ended December 31, 2019. A different vendor accounted for 11% of the Company’s purchases during the year ended December 31, 2018. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: ● Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. ● Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. The carrying value of loans payable approximates its fair market value because the effective yield on this debt, which includes contractual interest rates as well as other finance charges, is comparable to rates of returns for instruments of similar credit risk. | |
Leases | Leases The Company records straight-line monthly rental expense based on the total amount of the payments due over the lease term in accordance with U.S. GAAP. The difference between rental expense recorded and the amount paid is credited or charged to deferred rent, which is included in accrued expenses in the accompanying balance sheets (see Note 11 - Commitments and Contingencies, Sublease Agreement | |
Commitment and Contingencies | Commitment and Contingencies The Company follows Accounting Standards Codification (“ASC”) No.450-20 (“ASC 450-20”), Loss Contingencies | |
Equity Based Compensation | Equity Based Compensation Compensation expense for equity-based awards granted to employees is based on the estimated grant-date fair value of the award and is recognized ratably over the vesting period. | |
Subsequent Events | Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through April 24, 2020, the date on which the financial statements were available to be issued, require potential adjustment to or disclosure in the Company’s financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies And Estimates (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Disaggregation of Revenue | The Company disaggregates revenue by material revenue stream as follows: Three months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 1,053,000 71.3 % 3,723,000 81 % (2,670,000 ) (71.7 )% Hardware revenue 379,000 25.7 % 11,000 0 % 368,000 3,345.5 % Other revenue 45,000 3.0 % 846,000 19 % (801,000 ) (94.7 )% Total 1,477,000 100.0 % 4,580,000 100 % (3,103,000 ) (67.8 )% Nine months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 3,779,000 82 % 11,356,000 78 % (7,577,000 ) (67 )% Hardware revenue 421,000 9 % 811,000 6 % (390,000 ) (48 )% Other revenue 425,000 9 % 2,471,000 17 % (2,046,000 ) (83 )% Total 4,625,000 100 % 14,638,000 100 % (10,013,000 ) (68 )% The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the three and nine months ended September 30, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Buffalo Wild Wings revenue $ 25,000 $ 1,676,000 $ 176,000 $ 5,891,000 Percent of total revenue 2 % 37 % 4 % 40 % | The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2019 2018 $ % of Total $ % of Total Change $ % Subscription revenue 14,278,000 72.1 % 16,031,000 68.7 % (1,753,000 ) (10.9 )% Hardware revenue 2,350,000 11.9 % 3,589,000 15.4 % (1,239,000 ) (34.5 )% Other revenue 3,178,000 16.0 % 3,715,000 15.9 % (537,000 ) (14.5 )% Total 19,806,000 100.0 % 23,335,000 100.0 % (3,529,000 ) (15.1 )% The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the years ended December 31, 2019 and 2018, and the percentage of total revenue that such amount represents for such periods: Year Ended 2019 2018 Buffalo Wild Wings revenue $ 6,820,000 $ 10,180,000 Percent of total revenue 34 % 44 % |
Schedule of Revenues Geographic Breakdown | The geographic breakdown of the Company’s revenue for the three and nine months ended September 30, 2020 and 2019 were as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 United States $ 1,420,000 $ 4,420,000 $ 4,390,000 $ 14,144,000 Canada 57,000 160,000 235,000 494,000 Total revenue $ 1,477,000 $ 4,580,000 $ 4,625,000 $ 14,638,000 | The geographic breakdown of the Company’s revenue for the years ended December 31, 2019 and 2018 were as follows: For the years ended 2019 2018 United States $ 19,153,000 $ 22,653,000 Canada 653,000 682,000 Total revenue $ 19,806,000 $ 23,335,000 |
Schedule of Contract Liabilities | The table below shows the balance of contract liabilities as of January 1, 2020 and September 30, 2020, including the change during the period. Deferred Revenue Balance at January 1, 2020 $ 462,000 New performance obligations 198,000 Revenue recognized (540,000 ) Balance at September 30, 2020 120,000 Less non-current portion - Current portion at September 30, 2020 $ 120,000 | The table below shows the balance of contract liabilities as of December 31, 2019 and December 31, 2018, including the change during the period. Deferred Balance at January 1, 2019 $ 1,297,000 New performance obligations 1,093,000 Revenue recognized (1,928,000 ) Balance at December 31, 2019 462,000 Less non-current portion (2,000 ) Current portion at December 31, 2019 $ 460,000 |
Schedule of Unamortized Installation Cost and Sales Commissions | The table below shows the balance of the unamortized installation cost and sales commissions as of January 1, 2020 and September 30, 2020, including the change during the period. Installation Costs Sales Commissions Total Deferred Costs Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 83,000 60,000 143,000 Deferred costs recognized (212,000 ) (120,000 ) (332,000 ) Balance at September 30, 2020 58,000 27,000 85,000 | The tables below show the balance of the unamortized installation cost and sales commissions as of December 31, 2019 and December 31, 2018, including the change during the period. Installation Sales Total Balance at January 1, 2019 $ 321,000 $ 103,000 $ 424,000 Incremental costs deferred 352,000 161,000 513,000 Deferred costs recognized (486,000 ) (177,000 ) (663,000 ) Balance at December 31, 2019 187,000 87,000 274,000 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Fixed assets are recorded at cost and consist of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Site equipment $ 8,856,000 $ 11,566,000 Machinery and equipment 1,570,000 1,887,000 Furniture and fixtures 314,000 461,000 Leasehold improvements 1,240,000 1,240,000 Vehicle 15,000 15,000 11,995,000 15,169,000 Accumulated depreciation (9,173,000 ) (10,502,000 ) Total $ 2,822,000 $ 4,667,000 |
Schedule of Asset Geographic Breakdown | The geographic breakdown of the Company’s long-term tangible assets for the last two fiscal years were as follows: As of December 31, 2019 2018 United States $ 2,760,000 $ 4,526,000 Canada 62,000 141,000 Total fixed assets $ 2,822,000 $ 4,667,000 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Schedule of Accrued Compensation | Accrued compensation consisted of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Accrued vacation $ 260,000 $ 267,000 Accrued salaries 236,000 251,000 Accrued bonuses 77,000 32,000 Accrued commissions 15,000 22,000 Total accrued compensation $ 588,000 $ 572,000 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue Recognition [Abstract] | ||
Schedule of Disaggregates Material Revenue | The Company disaggregates revenue by material revenue stream as follows: Three months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 1,053,000 71.3 % 3,723,000 81 % (2,670,000 ) (71.7 )% Hardware revenue 379,000 25.7 % 11,000 0 % 368,000 3,345.5 % Other revenue 45,000 3.0 % 846,000 19 % (801,000 ) (94.7 )% Total 1,477,000 100.0 % 4,580,000 100 % (3,103,000 ) (67.8 )% Nine months ended September 30, 2020 2019 $ % of Total Revenue $ % of Total Revenue $ Change % Change Subscription revenue 3,779,000 82 % 11,356,000 78 % (7,577,000 ) (67 )% Hardware revenue 421,000 9 % 811,000 6 % (390,000 ) (48 )% Other revenue 425,000 9 % 2,471,000 17 % (2,046,000 ) (83 )% Total 4,625,000 100 % 14,638,000 100 % (10,013,000 ) (68 )% The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the three and nine months ended September 30, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Buffalo Wild Wings revenue $ 25,000 $ 1,676,000 $ 176,000 $ 5,891,000 Percent of total revenue 2 % 37 % 4 % 40 % | The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2019 2018 $ % of Total $ % of Total Change $ % Subscription revenue 14,278,000 72.1 % 16,031,000 68.7 % (1,753,000 ) (10.9 )% Hardware revenue 2,350,000 11.9 % 3,589,000 15.4 % (1,239,000 ) (34.5 )% Other revenue 3,178,000 16.0 % 3,715,000 15.9 % (537,000 ) (14.5 )% Total 19,806,000 100.0 % 23,335,000 100.0 % (3,529,000 ) (15.1 )% The table below sets forth the approximate amount of revenue the Company generated from Buffalo Wild Wings corporate-owned restaurants and its franchisees during the years ended December 31, 2019 and 2018, and the percentage of total revenue that such amount represents for such periods: Year Ended 2019 2018 Buffalo Wild Wings revenue $ 6,820,000 $ 10,180,000 Percent of total revenue 34 % 44 % |
Schedule of Revenues Geographic Breakdown | The geographic breakdown of the Company’s revenue for the three and nine months ended September 30, 2020 and 2019 were as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 United States $ 1,420,000 $ 4,420,000 $ 4,390,000 $ 14,144,000 Canada 57,000 160,000 235,000 494,000 Total revenue $ 1,477,000 $ 4,580,000 $ 4,625,000 $ 14,638,000 | The geographic breakdown of the Company’s revenue for the years ended December 31, 2019 and 2018 were as follows: For the years ended 2019 2018 United States $ 19,153,000 $ 22,653,000 Canada 653,000 682,000 Total revenue $ 19,806,000 $ 23,335,000 |
Schedule of Contract Liabilities | The table below shows the balance of contract liabilities as of January 1, 2020 and September 30, 2020, including the change during the period. Deferred Revenue Balance at January 1, 2020 $ 462,000 New performance obligations 198,000 Revenue recognized (540,000 ) Balance at September 30, 2020 120,000 Less non-current portion - Current portion at September 30, 2020 $ 120,000 | The table below shows the balance of contract liabilities as of December 31, 2019 and December 31, 2018, including the change during the period. Deferred Balance at January 1, 2019 $ 1,297,000 New performance obligations 1,093,000 Revenue recognized (1,928,000 ) Balance at December 31, 2019 462,000 Less non-current portion (2,000 ) Current portion at December 31, 2019 $ 460,000 |
Schedule of Unamortized Installation Cost and Sales Commissions | The table below shows the balance of the unamortized installation cost and sales commissions as of January 1, 2020 and September 30, 2020, including the change during the period. Installation Costs Sales Commissions Total Deferred Costs Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 83,000 60,000 143,000 Deferred costs recognized (212,000 ) (120,000 ) (332,000 ) Balance at September 30, 2020 58,000 27,000 85,000 | The tables below show the balance of the unamortized installation cost and sales commissions as of December 31, 2019 and December 31, 2018, including the change during the period. Installation Sales Total Balance at January 1, 2019 $ 321,000 $ 103,000 $ 424,000 Incremental costs deferred 352,000 161,000 513,000 Deferred costs recognized (486,000 ) (177,000 ) (663,000 ) Balance at December 31, 2019 187,000 87,000 274,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | ||
Schedule of Weighted Average Assumptions | The following weighted-average assumptions were used for stock option awards granted during the three and nine months ended September 30, 2019: Three months ended Nine months ended September 30, 2019 September 30, 2019 Weighted average risk-free rate 1.39 % 1.70 % Weighted average volatility 95.11 % 108.83 % Dividend yield 0.00 % 0.00 % Expected term 5.61 years 5.73 years | The following weighted-average assumptions were used for grants issued during 2019 and 2018 under the ASC No. 718 requirements: 2019 2018 Weighted average risk-free rate 1.68 % 2.87 % Weighted average volatility 105.53 % 113.20 % Dividend yield 0.00 % 0.00 % Expected term 5.37 years 7.06 years |
Schedule of Restricted Stock and Common Stock Unit Vested | The following table shows the number of RSUs that vested and were settled during the three and nine months ended September 30, 2020 and 2019, as well as the number of shares of common stock issued upon settlement. In lieu of paying cash to satisfy withholding taxes due upon the settlement of vested RSUs, an employee may elect to have shares of common stock withheld that would otherwise be issued at settlement, the value of which is equal to the amount of withholding taxes payable. Three months ended Nine months ended 2020 2019 2020 2019 Restricted stock units vested and settled 19,000 18,000 39,000 29,000 Common stock issued, net of shares withheld 14,000 13,000 28,000 20,000 | |
Summary of Stock Option Activity | Stock Option Activity The following table summarizes stock option activities for the years ended December 31, 2019 and 2018: Outstanding Weighted Weighted (in years) Aggregate Intrinsic Outstanding January 1, 2018 156,000 $ 17.74 $ 7.12 $ - Granted 2,000 4.44 - - Exercised - - - - Cancelled (6,000 ) 10.42 - - Forfeited (4,000 ) 6.38 - - Expired (1,000 ) 16.00 - - Outstanding December 31, 2018 147,000 18.20 6.08 - Granted 3,000 3.15 - - Exercised - - - - Cancelled (6,000 ) 13.32 - - Forfeited (2,000 ) 6.24 - - Expired - - - - Outstanding December 31, 2019 142,000 $ 18.26 5.14 $ - Options vested and exercisable at December 31, 2019 140,000 $ 18.43 5.10 $ - | |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the years ended December 31, 2019 and 2018: Outstanding Restricted Weighted January 1, 2018 - $ - Granted 74,000 5.13 Released (13,000 ) 6.04 Canceled - - December 31, 2018 61,000 $ 4.94 Granted 77,000 3.35 Released (38,000 ) 4.09 Cancelled (43,000 ) 4.17 December 31, 2019 57,000 $ 3.57 Balance expected to vest at December 31, 2019 19,000 | |
Summary of Warrant Activities | Warrant Activity The following summarizes warrant activities for the years ended December 31, 2019 and 2018: Outstanding Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding January 1, 2018 72,000 $ 20.00 0.87 Granted - - - Exercised - - - Forfeited (72,000 ) - - Outstanding December 31, 2018 - $ - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Current and Deferred Income Tax Provision (Benefit) | For each of the years ended December 31, 2019 and 2018, current tax provisions and current deferred tax provisions were recorded as follows: As of December 31, 2019 2018 Current Tax Provision Federal $ - $ 21,000 State (25,000 ) (21,000 ) Foreign 2,000 (5,000 ) (23,000 ) (5,000 ) Deferred Tax Provision Federal - - State 2,000 6,000 Foreign (6,000 ) 63,000 (4,000 ) 69,000 Total Tax Provision Federal - 21,000 State (23,000 ) (15,000 ) Foreign (4,000 ) 58,000 $ (27,000 ) $ 64,000 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax assets and liabilities have been reported in other liabilities in the consolidated balance sheets at December 31, 2019 and 2018 as follows: As of December 31, 2019 2018 Deferred Tax Assets: NOL carryforwards $ 14,730,000 $ 15,756,000 UK NOL carryforwards 552,000 534,000 Allowance for doubtful accounts 92,000 97,000 Compensation and vacation accrual 57,000 58,000 Operating accruals 6,000 285,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 106,000 120,000 Lease liabilities 854,000 - Other 846,000 850,000 Total gross deferred tax assets 17,369,000 17,826,000 Valuation allowance (16,218,000 ) (17,149,000 ) Net deferred tax assets 1,151,000 677,000 Deferred Tax Liabilities: Capitalized software 497,000 523,000 Right of use assets 544,000 - Fixed assets and intangibles 45,000 86,000 Foreign 47,000 45,000 Total gross deferred liabilities 1,133,000 654,000 Net deferred taxes $ 18,000 $ 23,000 |
Schedule of Reconciliation of Expected Income Taxes | The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% is as follows: As of December 31, 2019 2018 Tax at federal income tax rate $ 424,000 $ 68,000 State provision (23,000 ) (15,000 ) Foreign tax differential (2,000 ) 13,000 Change in valuation allowance (429,000 ) (20,000 ) Permanent items 3,000 (3,000 ) Other - 21,000 Total Provision $ (27,000 ) $ 64,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Schedule of Operating Lease Right-of-use Assets and Liabilities | The tables below show the beginning balances of the operating lease right-of-use assets and liabilities as of January 1, 2019 and the ending balances as of September 30, 2020, including the changes during the periods. Operating lease right-of-use assets Operating lease right-of use assets at January 1, 2020 $ 2,101,000 Amortization of operating lease right-of-use assets (161,000 ) Addition of operating lease right-of -use asset 28,000 Write-off of right-of-use asset due to headquarters lease termination (1,913,000 ) Write-off of right-of-use asset related to other lease terminations (50,000 ) Operating lease right-of-use assets at September 30, 2020 $ 5,000 Operating lease liabilities Operating lease liabilities at January 1, 2020 $ 3,300,000 Principal payments on operating lease liabilities (154,000 ) Addition of operating lease liability 28,000 Write-off of lease liability related to headquarters lease termination (3,135,000 ) Write-off of lease liability related to other lease terminations (34,000 ) Operating lease liabilities at September 30, 2020 5,000 Less non-current portion - Current portion at September 30, 2020 $ 5,000 | The tables below show the initial measurement of the operating lease right-of-use assets and liabilities as of January 1, 2019 and the balances as of December 31, 2019, including the changes during the year. Operating lease right-of-use assets Initial measurement at January 1, 2019 $ 3,458,000 Less tenant improvement allowance (1,122,000 ) Net right-of-use assets at January 1, 2019 2,336,000 Initial measurement of new operating lease right-of-use-assets 57,000 Less amortization of operating lease right-of-use assets (292,000 ) Operating lease right-of-use assets at December 31, 2019 $ 2,101,000 Operating Initial measurement at January 1, 2019 $ 3,458,000 Initial measurement of new operating lease liabilities 57,000 Less principal payments on operating lease liabilities (215,000 ) Operating lease liabilities at December 31, 2019 3,300,000 Less non-current portion (2,891,000 ) Current portion at December 31, 2019 $ 409,000 |
Schedule of Maturities of Operating Leases | The maturities of the operating lease liabilities are as follows: As of December 31, 2019 2020 $ 635,000 2021 620,000 2022 634,000 2023 655,000 2024 670,000 Thereafter 932,000 Total operating lease payments 4,146,000 Less imputed interest (846,000 ) Present value of operating lease liabilities $ 3,300,000 | |
Schedule of Financing Lease Right-of-use Assets and Liabilities | The tables below show the beginning balances of the finance lease right-of-use assets and liabilities as of January 1, 2020 and the ending balances as of September 30, 2020, including the changes during the periods. The Company’s finance lease right-of-use assets are included in “Fixed assets, net” on the accompanying consolidated balance sheet. Finance lease right-of-use assets Finance lease right-of use assets at January 1, 2020 $ 41,000 Depreciation of finance lease right-of-use assets (15,000 ) Finance lease right-of-use assets at September 30, 2020 $ 26,000 Finance lease liabilities Finance lease liabilities at January 1, 2020 $ 41,000 Principal payments on finance lease liabilities as of September 30, 2020 (14,000 ) Finance lease liabilities at September 30, 2020 27,000 Less non-current portion (4,000 ) Current portion at September 30, 2020 $ 23,000 | The Company’s finance lease right-of-use assets are included in “Fixed assets, net” on the accompanying consolidated balance sheet. Finance lease right-of-use assets Initial measurement at January 1, 2019 $ 80,000 Less depreciation of finance lease right-of-use assets (39,000 ) Finance lease right-of-use assets at December 31, 2019 $ 41,000 Initial measurement at January 1, 2019 $ 86,000 Less principal payments on finance lease liabilities (45,000 ) Finance lease liabilities as of December 31, 2019 41,000 Less non-current portion (20,000 ) Current portion at December 31, 2019 $ 21,000 |
Schedule of Maturities of Financing Leases | As of September 30, 2020, the Company’s finance leases have a weighted-average remaining lease term of 1.2 years and a weighted-average discount rate of 5.52%. The maturities of the finance lease liabilities are as follows: As of September 30, 2020 2020 7,000 2021 21,000 Total Finance lease payments 28,000 Less imputed interest (1,000 ) Present value of Finance lease liabilities $ 27,000 | The maturities of the finance lease liabilities are as follows: As of December 31, 2019 2020 23,000 2021 21,000 Total finance lease payments 44,000 Less imputed interest (3,000 ) Present value of finance lease liabilities $ 41,000 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | The following table shows the changes in the carrying amount of goodwill for the nine months ended September 30, 2020. Goodwill balance at January 1, 2020 $ 696,000 Activity for the three months ended March 31, 2020 Effects of foreign currency (34,000 ) Goodwill impairment (662,000 ) Goodwill balance at March 31, 2020 and September 30, 2020 $ - | The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018: For the year ended For the year ended December 31, 2019 December 31, 2018 Gross Effects of Net Gross Impairment Losses Effects of Net Goodwill $ 667,000 $ 29,000 $ 696,000 $ 1,004,000 $ (261,000 ) $ (76,000 ) $ 667,000 |
Business Combination (Tables) (
Business Combination (Tables) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Schedule of Purchase Price for Acquisition | The following table details the allocation of the purchase price for the acquisition of BITX: Cash $ 250,296 Restricted cash 86,000 Prepaid expenses and other current assets 19,998 Security deposits and other assets 379,331 Laboratory equipment 69,597 In process research and development 6,860,000 Accounts payable and accrued expenses (4,528,969 ) Loans payable (410,000 ) Loans payable, related parties (1,500,000 ) Net fair value assigned to assets acquired and liabilities assumed 1,226,253 Goodwill 2,043,747 Total $ 3,270,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Tables) (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended |
Sep. 30, 2020 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Schedule of Fair Value of Liabilities | The following tables summarize the liabilities that are measured at fair value as of September 30, 2020 and December 31, 2019: September 30, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contigent consideration - - 870,000 Total $ - $ - $ 870,000 December 31, 2019 Description Level 1 Level 2 Level 3 Liabilities: Contigent consideration - - 870,000 Total $ - $ - $ 870,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Property and Equipment | Fixed assets are recorded at cost and consist of the following at December 31, 2019 and 2018: As of December 31, 2019 2018 Site equipment $ 8,856,000 $ 11,566,000 Machinery and equipment 1,570,000 1,887,000 Furniture and fixtures 314,000 461,000 Leasehold improvements 1,240,000 1,240,000 Vehicle 15,000 15,000 11,995,000 15,169,000 Accumulated depreciation (9,173,000 ) (10,502,000 ) Total $ 2,822,000 $ 4,667,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Schedule of Property and Equipment | Property and equipment consist of the following: September 30, December 31, 2020 2019 Laboratory and manufacturing equipment $ 287,342 $ 261,164 Leasehold improvements 414,504 414,504 701,846 675,668 Less: accumulated depreciation and amortization (94,814 ) (21,905 ) Property and equipment, net $ 607,032 $ 653,763 | Property and equipment consist of the following: December 31, 2019 2018 Laboratory and manufacturing equipment $ 261,164 $ 69,597 Leasehold improvements 414,504 - 675,668 69,597 Less: accumulated depreciation and amortization (21,905 ) (1,498 ) Property and equipment, net $ 653,763 $ 68,099 |
Accrued Expenses (Tables) (Broo
Accrued Expenses (Tables) (Brooklyn ImmunoTherapeutics, LLC) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, 2020 2019 Compensation payable $ 218,764 $ 540,513 Accrued general and administrative expenses 182,625 94,265 Accrued research and development expenses 149,258 695,551 Accrued interest 135,140 90,512 Loss on legal settlement - 100,000 Total accrued expenses $ 685,787 $ 1,520,841 | Accrued expenses consist of the following: December 31, 2019 2018 Compensation payable $ 540,513 $ 214,327 Deferred rent payable - 6,169 Accrued general and administrative expenses 94,265 62,743 Accrued research and development expenses 695,551 1,380,440 Accrued interest 90,512 33,114 Loss on legal settlement 100,000 - Total accrued expenses $ 1,520,841 $ 1,696,793 |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Brooklyn Immunotherapeutics, LLC [Member] | |
Schedule of Future Commitments of Operating Lease | Future commitments under the Successor’s operating lease are as follows: For the Years Ending Amount 2020 $ 553,189 2021 571,470 2022 588,918 2023 606,864 2024 624,172 Thereafter 747,656 $ 3,692,269 |
Stockholders' Deficiency and _2
Stockholders' Deficiency and Members' Equity (Tables) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Stock Option Activity | Stock Option Activity The following table summarizes stock option activities for the years ended December 31, 2019 and 2018: Outstanding Weighted Weighted (in years) Aggregate Intrinsic Outstanding January 1, 2018 156,000 $ 17.74 $ 7.12 $ - Granted 2,000 4.44 - - Exercised - - - - Cancelled (6,000 ) 10.42 - - Forfeited (4,000 ) 6.38 - - Expired (1,000 ) 16.00 - - Outstanding December 31, 2018 147,000 18.20 6.08 - Granted 3,000 3.15 - - Exercised - - - - Cancelled (6,000 ) 13.32 - - Forfeited (2,000 ) 6.24 - - Expired - - - - Outstanding December 31, 2019 142,000 $ 18.26 5.14 $ - Options vested and exercisable at December 31, 2019 140,000 $ 18.43 5.10 $ - |
Brooklyn Immunotherapeutics, LLC [Member] | |
Schedule of Stock Option Activity | The following represents activity related to the Predecessor’s stock options during the period from the January 1, 2018 through November 5, 2018: Number of Weighted Weighted Aggregate Outstanding, January 1, 2018 1,165 $ 208 1.5 $ - Granted - - - - Exercised Forfeited (80 ) $ 300 - - Outstanding, November 5, 2018 1,085 $ 201 0.7 $ - Exercisable, November 5, 2018 1,085 $ 201 0.7 $ - |
Schedule of Stock Options Outstanding and Exercisable | The following table presents information related to stock options at November 5, 2018: Options Outstanding Options Exercisable Exercise Price Outstanding Number Weighted Average Exercisable Number $ 200 1,075 0.7 1,075 $ 300 10 0.2 10 1,085 0.7 1,085 |
Income Tax (Tables) (Brooklyn I
Income Tax (Tables) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Income Tax Benefit | For each of the years ended December 31, 2019 and 2018, current tax provisions and current deferred tax provisions were recorded as follows: As of December 31, 2019 2018 Current Tax Provision Federal $ - $ 21,000 State (25,000 ) (21,000 ) Foreign 2,000 (5,000 ) (23,000 ) (5,000 ) Deferred Tax Provision Federal - - State 2,000 6,000 Foreign (6,000 ) 63,000 (4,000 ) 69,000 Total Tax Provision Federal - 21,000 State (23,000 ) (15,000 ) Foreign (4,000 ) 58,000 $ (27,000 ) $ 64,000 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax assets and liabilities have been reported in other liabilities in the consolidated balance sheets at December 31, 2019 and 2018 as follows: As of December 31, 2019 2018 Deferred Tax Assets: NOL carryforwards $ 14,730,000 $ 15,756,000 UK NOL carryforwards 552,000 534,000 Allowance for doubtful accounts 92,000 97,000 Compensation and vacation accrual 57,000 58,000 Operating accruals 6,000 285,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 106,000 120,000 Lease liabilities 854,000 - Other 846,000 850,000 Total gross deferred tax assets 17,369,000 17,826,000 Valuation allowance (16,218,000 ) (17,149,000 ) Net deferred tax assets 1,151,000 677,000 Deferred Tax Liabilities: Capitalized software 497,000 523,000 Right of use assets 544,000 - Fixed assets and intangibles 45,000 86,000 Foreign 47,000 45,000 Total gross deferred liabilities 1,133,000 654,000 Net deferred taxes $ 18,000 $ 23,000 |
Brooklyn Immunotherapeutics, LLC [Member] | |
Schedule of Income Tax Benefit | The income tax benefit consists of the following: Successor Predecessor For the Year For the period For the period Federal: Current $ - $ - $ - Deferred - - 8,266,417 State and local: Current - Deferred 357,482 80,179 5,438,948 357,482 80,179 13,705,365 Change in valuation allowance (357,482 ) (80,179 ) (13,705,365 ) Income tax benefit (provision) $ - $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below. Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. December 31, 2019 2018 Deferred tax assets: Net operating loss carryforward $ 424,800 $ 80,179 Less: valuation allowance (424,800 ) (80,179 ) Total $ - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - Number | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of venues | 1,080 | 2,639 |
Organization of Company (Detail
Organization of Company (Details Narrative) (10-K) - Number | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of venues | 1,080 | 2,639 | |
Percentage of entertainment network | 56.00% | ||
Number of venues declined | 1,440 | ||
Number of venues declined percentage | 26.00% |
Merger Agreement and Asset Pu_2
Merger Agreement and Asset Purchase Agreement (Details Narrative) - USD ($) $ in Thousands | Dec. 02, 2020 | Sep. 18, 2020 | Jan. 31, 2021 | Aug. 12, 2020 |
Subsequent Event [Member] | ||||
Expected additional proceeds from loan | $ 500 | $ 500 | ||
Merger Agreement [Member] | Brooklyn Immunotherapeutics LLC [Member] | Minimum [Member] | ||||
Equity interests exchange | 94.08% | |||
Shares outstanding precentage | 5.92% | |||
Merger Agreement [Member] | Brooklyn Immunotherapeutics LLC [Member] | Maximum [Member] | ||||
Equity interests exchange | 96.74% | |||
Shares outstanding precentage | 3.26% | |||
Asset Purchase Agreement [Member] | eGames.com Holdings LLC [Member] | ||||
Proceed from sale of assets | $ 2,000 | |||
Proceeds from loan | $ 1,000 | |||
Loan amount, description | No assurances can be given that the Company will obtain such $500,000 loan from such affiliate or from any other party. |
Covid-19-Update (Details Narrat
Covid-19-Update (Details Narrative) | Nov. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |
Customers [Member] | |||||||
Concentration risk percentage | 70.00% | ||||||
Subsequent Event [Member] | Customers [Member] | |||||||
Concentration risk percentage | 11.00% |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | Dec. 02, 2020 | Sep. 18, 2020 | Jan. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Apr. 18, 2020 |
Net loss | $ (1,481,000) | $ (351,000) | $ (4,722,000) | $ (754,000) | $ (2,047,000) | $ (259,000) | ||||||
Unrestricted cash | 1,710,000 | 1,710,000 | ||||||||||
Debt instrument principal amount | 3,350,100 | 3,350,100 | ||||||||||
Unamortized debt issuance costs | 1,000 | 1,000 | 11,000 | |||||||||
Negative working capital | (137,000) | (137,000) | ||||||||||
Subsequent Event [Member] | ||||||||||||
Expected additional proceeds from loan | $ 500,000 | $ 500,000 | ||||||||||
Asset Purchase Agreement [Member] | eGames.com Holdings LLC [Member] | ||||||||||||
Proceed from sale of assets | $ 2,000,000 | |||||||||||
Loan amount, description | No assurances can be given that the Company will obtain such $500,000 loan from such affiliate or from any other party. | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Debt instrument principal amount | $ 1,625,000 | |||||||||||
Paycheck Protection Program [Member] | Subsequent Event [Member] | ||||||||||||
Debt instrument principal amount | $ 532,000 | |||||||||||
Debt forgiven | 1,093,000 | |||||||||||
Loan amount | $ 1,625,100 | |||||||||||
Paycheck Protection Program [Member] | Asset Purchase Agreement [Member] | ||||||||||||
Debt instrument principal amount | 1,000,000 | 1,000,000 | ||||||||||
Avid Bank Term Loan [Member] | ||||||||||||
Unrestricted cash | 3,209,000 | |||||||||||
Debt instrument principal amount | $ 2,750,000 | |||||||||||
Avid Bank Term Loan [Member] | Paycheck Protection Program [Member] | ||||||||||||
Debt instrument principal amount | $ 725,000 | $ 725,000 | $ 16,251,000 |
Going Concern Uncertainty (De_2
Going Concern Uncertainty (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2020 | |
Net loss | $ (1,481,000) | $ (351,000) | $ (4,722,000) | $ (754,000) | $ (2,047,000) | $ (259,000) | |
Reclassification of debt exceeds currrent assets | 25,000 | ||||||
Unrestricted cash | 1,710,000 | 1,710,000 | |||||
Debt instrument principal amount | $ 3,350,100 | $ 3,350,100 | |||||
Debt outstanding reclassified as current liabilities | 1,750,000 | ||||||
Subsequent Event [Member] | |||||||
Annualized salaries and implemented measures to preserve capital amount | $ 2,200,000 | ||||||
Avid Bank Term Loan [Member] | |||||||
Unrestricted cash | 3,209,000 | ||||||
Debt instrument principal amount | $ 2,750,000 | ||||||
Debt instrument, maturity date | Sep. 28, 2022 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Estimates (Details Narrative) (10-K) | Mar. 12, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($)Number | Sep. 30, 2019USD ($)Number | Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($)Number | Jan. 02, 2019USD ($) | Sep. 30, 2018USD ($) |
Term loan amount | $ 725,000 | $ 725,000 | |||||||||||
Debt instrument principal amount | 3,350,100 | 3,350,100 | |||||||||||
Debt issuance costs | 23,000 | 23,000 | |||||||||||
Facility fee | 20,000 | ||||||||||||
Unamortized debt issuance cost | 1,000 | 11,000 | 1,000 | 11,000 | |||||||||
Foreign currency transaction gain loss | 48,000 | $ 41,000 | |||||||||||
Loss for the disposition of site equipment | $ 4,000 | $ 24,000 | |||||||||||
Impairment charges | 498,000 | ||||||||||||
Impairment loss on goodwill | $ 662,000 | $ 662,000 | $ 261,000 | ||||||||||
Number of venues | Number | 1,080 | 2,639 | |||||||||||
Percentage of entertainment network | 56.00% | ||||||||||||
Number of venues declined | Number | 1,440 | ||||||||||||
Research and development costs | $ 26,000 | $ 72,000 | |||||||||||
Amortization expense for capitalized software development | 519,000 | 382,000 | |||||||||||
Capitalized software costs not subject to amortization | 177,000 | 1,296,000 | 177,000 | 1,296,000 | |||||||||
Advertising costs | |||||||||||||
Operating lease liabilities | 5,000 | 3,300,000 | 3,458,000 | $ 5,000 | 3,300,000 | 3,458,000 | $ 3,458,000 | ||||||
Operating lease right-of-use assets | 5,000 | 2,101,000 | $ 5,000 | $ 2,101,000 | 2,336,000 | ||||||||
Adoption of Topic 842 [Member] | |||||||||||||
Operating lease liabilities | 3,500,000 | ||||||||||||
Operating lease right-of-use assets | $ 2,300,000 | ||||||||||||
Machinery and Equipment [Member] | Minimum [Member] | |||||||||||||
Estimated useful lives | P3Y | ||||||||||||
Machinery and Equipment [Member] | Maximum [Member] | |||||||||||||
Estimated useful lives | P5Y | ||||||||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||||||||
Estimated useful lives | P5Y | ||||||||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||||||||
Estimated useful lives | P7Y | ||||||||||||
Vehicles [Member] | |||||||||||||
Estimated useful lives | P5Y | ||||||||||||
Software Development Projects [Member] | |||||||||||||
Impairment charges | $ 550,000 | 23,000 | |||||||||||
Buffalo Wild Wing [Member] | |||||||||||||
Shipping and related charges | 175,000 | ||||||||||||
Loss for the disposition of site equipment | 580,000 | $ 591,000 | |||||||||||
Impairment charges | |||||||||||||
Number of venues | Number | 1,080 | 2,565 | 2,639 | ||||||||||
Percentage of entertainment network | 46.00% | ||||||||||||
Number of venues declined | Number | 1,440 | ||||||||||||
Accounts receivable from related party | 158,000 | $ 552,000 | $ 158,000 | $ 552,000 | |||||||||
Buffalo Wild Wing [Member] | Fixed Assets [Member] | |||||||||||||
Loss for the disposition of site equipment | 96,000 | 127,000 | |||||||||||
Impairment charges | |||||||||||||
Avid Bank Term Loan [Member] | |||||||||||||
Debt instrument principal amount | 2,750,000 | 2,750,000 | |||||||||||
Loan and Security Agreement [Member] | |||||||||||||
Term loan amount | 2,750,000 | 2,750,000 | |||||||||||
Debt issuance costs | 11,000 | 11,000 | |||||||||||
Unamortized debt issuance cost | $ 1,000 | 11,000 | $ 1,000 | 11,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | |||||||||||||
Term loan amount | $ 4,000,000 | ||||||||||||
Term of the loan | 48 months | ||||||||||||
Debt instrument principal amount | $ 2,750,000 | $ 2,750,000 | $ 4,050,000 | ||||||||||
Debt instrument, periodic payment | $ 83,333 | ||||||||||||
Debt instrument maturity date, description | The maturity date was changed from September 28, 2022 to December 31, 2020 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | April 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | $ 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | May 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | June 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | July 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | August 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | September 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | October 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | November 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | December 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | $ 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | |||||||||||||
Term loan amount | $ 433,000 | ||||||||||||
Debt instrument, periodic payment | 83,333 | ||||||||||||
Principal prepayment of debt | 350,000 | ||||||||||||
Debt instrument, reducing outstanding principal balance | $ 2,000,000 | ||||||||||||
Debt instrument maturity date, description | Under the terms of the amendment, the Company's financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | April 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | $ 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | May 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | June 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 125,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | July 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | August 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | September 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | October 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | November 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | 300,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | Subsequent Event [Member] | December 2020 [Member] | |||||||||||||
Debt instrument, periodic payment | $ 125,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Estimates - Schedule of Disaggregation of Revenues (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 1,477 | $ 4,580 | $ 4,625 | $ 14,638 | $ 19,806 | $ 23,335 |
Percentage of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Change in revenue | $ (3,103) | $ (10,013) | $ (3,529) | |||
Change in revenue percentage | (15.10%) | |||||
Buffalo Wild Wings [Member] | ||||||
Total revenue | $ 6,820 | $ 10,180 | ||||
Percentage of Total Revenue | 34.00% | 44.00% | ||||
Subscription Revenue [Member] | ||||||
Total revenue | $ 1,053 | $ 3,723 | $ 3,779 | $ 11,356 | $ 14,278 | $ 16,031 |
Percentage of Total Revenue | 71.30% | 81.00% | 82.00% | 78.00% | 72.10% | 68.70% |
Change in revenue | $ (2,670) | $ (7,577) | $ (1,753) | |||
Change in revenue percentage | (10.90%) | |||||
Hardware Revenue [Member] | ||||||
Total revenue | $ 379 | $ 11 | $ 421 | $ 811 | $ 2,350 | $ 3,589 |
Percentage of Total Revenue | 25.70% | 0.00% | 9.00% | 6.00% | 11.90% | 15.40% |
Change in revenue | $ 368 | $ (390) | $ (1,239) | |||
Change in revenue percentage | (34.50%) | |||||
Other Revenue [Member] | ||||||
Total revenue | $ 45 | $ 846 | $ 425 | $ 2,471 | $ 3,178 | $ 3,715 |
Percentage of Total Revenue | 3.00% | 19.00% | 9.00% | 17.00% | 16.00% | 15.90% |
Change in revenue | $ (801) | $ (2,046) | $ (537) | |||
Change in revenue percentage | (14.50%) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Estimates - Schedule of Revenues Geographic Breakdown (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 19,806 | $ 23,335 |
United States [Member] | ||
Total revenue | 19,153 | 22,653 |
Canada [Member] | ||
Total revenue | $ 653 | $ 682 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies and Estimates - Schedule of Contract Liabilities (Details) (10-K) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance | $ 462 | $ 1,297 |
New performance obligations | 198 | 1,093 |
Revenue recognized | (1,928) | |
Balance | 120 | 462 |
Less non-current portion | (2) | |
Current portion | $ 120 | $ 460 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies and Estimates - Schedule of Unamortized Installation Cost and Sales Commissions (Details) (10-K) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance, beginning | $ 274 | $ 424 |
Incremental costs deferred | 143 | 513 |
Deferred costs recognized | (332) | (663) |
Balance, ending | 274 | |
Installation Costs [Member] | ||
Balance, beginning | 187 | 321 |
Incremental costs deferred | 352 | |
Deferred costs recognized | (486) | |
Balance, ending | 187 | |
Sales Commissions [Member] | ||
Balance, beginning | $ 87 | 103 |
Incremental costs deferred | 161 | |
Deferred costs recognized | (177) | |
Balance, ending | $ 87 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jul. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Restricted cash | $ 50 | $ 51 | $ 50 | ||
Short-term restricted cash | 50 | $ 50 | |||
Avidbank [Member] | Minimum [Member] | |||||
Aggregate amount of unrestricted cash to be maintained | $ 200 | ||||
Avidbank [Member] | |||||
Line of credit facility | 250 | 250 | |||
Reduction in line of credit facility | 50 | 50 | |||
Deposit | 250 | 250 | |||
Restricted cash | 250 | 200 | |||
Short-term restricted cash | $ 50 | $ 50 |
Restricted Cash (Details Narr_2
Restricted Cash (Details Narrative) (10-K) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Sep. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | |
Restricted cash | $ 50 | $ 51 | $ 50 | |||
Short-term restricted cash | 50 | $ 50 | ||||
Avidbank [Member] | Minimum [Member] | ||||||
Aggregate amount of unrestricted cash to be maintained | $ 200 | |||||
Loan and Security Agreement [Member] | Avidbank [Member] | Minimum [Member] | ||||||
Aggregate amount of unrestricted cash to be maintained | $ 2,000 | 2,000 | ||||
Avidbank [Member] | ||||||
Line of credit facility | 250 | 250 | ||||
Reduction in line of credit facility | 50 | 50 | ||||
Deposit | 250 | 250 | ||||
Restricted cash | 200 | 250 | ||||
Short-term restricted cash | $ 50 | $ 50 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 2,358 | $ 2,382 |
Fixed Assets, Net - Schedule of
Fixed Assets, Net - Schedule of Property and Equipment (Details) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 11,995 | $ 15,169 | |
Accumulated depreciation | (9,173) | (10,502) | |
Property and equipment, net | $ 689 | 2,822 | 4,667 |
Site Equipment [Member] | |||
Property and equipment, gross | 8,856 | 11,566 | |
Machinery and Equipment [Member] | |||
Property and equipment, gross | 1,570 | 1,887 | |
Furniture and Fixtures [Member] | |||
Property and equipment, gross | 314 | 461 | |
Leasehold Improvements [Member] | |||
Property and equipment, gross | 1,240 | 1,240 | |
Vehicles [Member] | |||
Property and equipment, gross | $ 15 | $ 15 |
Fixed Assets, Net - Schedule _2
Fixed Assets, Net - Schedule of Asset Geographic Breakdown (Details) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total fixed assets | $ 689 | $ 2,822 | $ 4,667 |
United States [Member] | |||
Total fixed assets | 2,760 | 4,526 | |
Canada [Member] | |||
Total fixed assets | $ 62 | $ 141 |
Accrued Compensation - Schedule
Accrued Compensation - Schedule of Accrued Compensation (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Compensation Related Costs [Abstract] | ||
Accrued vacation | $ 260 | $ 267 |
Accrued salaries | 236 | 251 |
Accrued bonuses | 77 | 32 |
Accrued commissions | 15 | 22 |
Total accrued compensation | $ 588 | $ 572 |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 19,806 | $ 23,335 | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Accounts receivable from customer | $ 132 | $ 132 | $ 1,195 | $ 1,143 | ||
Buffalo Wild Wings Corporate-owned Restaurants and Its Franchisees [Member] | ||||||
Accounts payable | 629 | 15 | ||||
Sales Revenue, Net [Member] | Buffalo Wild Wings Corporate-owned Restaurants and Its Franchisees [Member] | ||||||
Revenues | $ 6,820 | $ 10,180 | ||||
Supplier Concentration Risk [Member] | ||||||
Concentration risk percentage | 34.00% | 44.00% | ||||
Accounts Receivable [Member] | Buffalo Wild Wings Corporate-owned Restaurants and Its Franchisees [Member] | ||||||
Accounts receivable from customer | $ 158 | $ 552 |
Revenue Recognition - (Details
Revenue Recognition - (Details Narrative) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)Number | Sep. 30, 2019Number | Dec. 31, 2018USD ($)Number | Dec. 31, 2019USD ($) | |
Number of venues | Number | 1,080 | 2,639 | ||
Owned percentage | 51.00% | |||
Accounts receivable | $ | $ 132 | $ 1,143 | $ 1,195 | |
Buffalo Wild Wings [Member] | ||||
Number of venues | Number | 1,080 | 2,565 | 2,639 | |
Owned percentage | 47.00% | |||
Accounts receivable | $ | $ 112 | $ 158 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregates Material Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenue | $ 1,477 | $ 4,580 | $ 4,625 | $ 14,638 | $ 19,806 | $ 23,335 |
Percentage of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Change in revenue | $ (3,103) | $ (10,013) | $ (3,529) | |||
Change in revenue percentage | (67.80%) | (68.00%) | ||||
Buffalo Wild Wings [Member] | ||||||
Total Revenue | $ 25 | $ 1,676 | $ 176 | $ 5,891 | ||
Percentage of Total Revenue | 2.00% | 37.00% | 4.00% | 40.00% | ||
Subscription Revenue [Member] | ||||||
Total Revenue | $ 1,053 | $ 3,723 | $ 3,779 | $ 11,356 | $ 14,278 | $ 16,031 |
Percentage of Total Revenue | 71.30% | 81.00% | 82.00% | 78.00% | 72.10% | 68.70% |
Change in revenue | $ (2,670) | $ (7,577) | $ (1,753) | |||
Change in revenue percentage | (71.70%) | (67.00%) | ||||
Hardware Revenue [Member] | ||||||
Total Revenue | $ 379 | $ 11 | $ 421 | $ 811 | $ 2,350 | $ 3,589 |
Percentage of Total Revenue | 25.70% | 0.00% | 9.00% | 6.00% | 11.90% | 15.40% |
Change in revenue | $ 368 | $ (390) | $ (1,239) | |||
Change in revenue percentage | (3345.50%) | (48.00%) | ||||
Other Revenue [Member] | ||||||
Total Revenue | $ 45 | $ 846 | $ 425 | $ 2,471 | $ 3,178 | $ 3,715 |
Percentage of Total Revenue | 3.00% | 19.00% | 9.00% | 17.00% | 16.00% | 15.90% |
Change in revenue | $ (801) | $ (2,046) | $ (537) | |||
Change in revenue percentage | (94.70%) | (83.00%) |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenues Geographic Breakdown (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenue | $ 1,477 | $ 4,580 | $ 4,625 | $ 14,638 | $ 19,806 | $ 23,335 |
United States [Member] | ||||||
Total Revenue | 1,420 | 4,420 | 4,390 | 14,144 | ||
Canada [Member] | ||||||
Total Revenue | $ 57 | $ 160 | $ 235 | $ 494 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue Recognition [Abstract] | ||
Balance | $ 462 | $ 1,297 |
New performance obligations | 198 | 1,093 |
Revenue recognized | (540) | |
Balance | 120 | 462 |
Less non-current portion | (2) | |
Current portion | $ 120 | $ 460 |
Revenue Recognition - Schedul_4
Revenue Recognition - Schedule of Unamortized Installation Cost and Sales Commissions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance at January 1, 2020 | $ 274 | $ 424 |
Incremental costs deferred | 143 | 513 |
Deferred costs recognized | (332) | (663) |
Balance at September 30, 2020 | 85 | 274 |
Installation Costs [Member] | ||
Balance at January 1, 2020 | 187 | |
Incremental costs deferred | 83 | |
Deferred costs recognized | (212) | |
Balance at September 30, 2020 | 58 | 187 |
Sales Commissions [Member] | ||
Balance at January 1, 2020 | 87 | |
Incremental costs deferred | 60 | |
Deferred costs recognized | (120) | |
Balance at September 30, 2020 | $ 27 | $ 87 |
Basic and Diluted Earnings Pe_2
Basic and Diluted Earnings Per Common Share (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||
Antidilutive shares excluded from earnings per share | 239,000 | 239,000 | 167,000 | 249,000 | 210,000 | 219,000 |
Basic and Diluted Earnings Pe_3
Basic and Diluted Earnings Per Common Share (Details Narrative) (10-K) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||
Antidilutive shares excluded from earnings per share | 239,000 | 239,000 | 167,000 | 249,000 | 210,000 | 219,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 17, 2020 | |
Stock options, granted | 1,000 | 2,000 | ||||||
Stock options, exercised | ||||||||
Share based compensation | $ 53 | $ 63 | $ 135 | $ 172 | $ 206 | $ 443 | ||
Weighted average grant date fair value | $ 2.49 | $ 3.90 | ||||||
Outstanding equity interests | 51.00% | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Restricted stock units, granted | 77,000 | 74,000 | ||||||
Weighted average grant date fair value | $ 3.35 | $ 5.13 | ||||||
Restricted Stock Units [Member] | ||||||||
Restricted stock units, granted | 30,000 | 172,000 | 77,000 | 30,000 | ||||
Weighted average grant date fair value | $ 2.76 | $ 2.51 | $ 2.95 | $ 3.35 | $ 5.13 | |||
Restricted Stock Units [Member] | Former Chief Executive Officer [Member] | ||||||||
Stock options, granted | 30,000 | |||||||
Outstanding equity interests | 51.00% | |||||||
Share based payment vested number of shares | 5,000 | 10,000 | 5,000 | |||||
2019 Performance Incentive Plan [Member] | ||||||||
Stock option granted terms description | Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. | Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. | ||||||
2019 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Stock option to purchase common stock | 98,000 | 30,000 | ||||||
2019 Performance Incentive Plan [Member] | Common Stock [Member] | ||||||||
Stock option to purchase common stock | 2,000 | 2,000 | ||||||
2019 Performance Incentive Plan [Member] | Maximum [Member] | ||||||||
Number of option available for grants | 240,000 | 240,000 | 240,000 | |||||
2010 Performance Incentive Plan [Member] | Common Stock [Member] | ||||||||
Stock option to purchase common stock | 24,000 | 55,000 | ||||||
2010 Performance Incentive Plan [Member] | Restricted Stock Units [Member] | ||||||||
Stock option to purchase common stock | 12,000 | 27,000 | ||||||
2014 Plan [Member] | ||||||||
Stock option to purchase common stock | 85,000 | |||||||
Share-based awards expiration date, description | Expires in September 2024. |
Shareholders' Equity (Details_2
Shareholders' Equity (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 | Mar. 17, 2020 | |
Sale of stock common, shares | 345,000 | ||||||||||
Common stock at purchase price per share | $ 4.50 | ||||||||||
Proceeds from offering expenses | $ 1,375 | $ 1,375 | |||||||||
Stock-based compensation | $ 53 | $ 63 | $ 135 | $ 172 | $ 206 | $ 443 | |||||
Weighted average grant-date fair value per share price | $ 2.49 | $ 3.90 | |||||||||
Unamortized compensation expense | $ 8 | ||||||||||
Unamortized compensation expense remaining service period | 10 months 25 days | ||||||||||
Equity ownership, percentage | 51.00% | ||||||||||
Restricted stock units vested and settled | 38,000 | 13,000 | |||||||||
Common stock issued, withholding taxes | 26,000 | 9,000 | |||||||||
Preferred stock series A, shares authorized | 156,000 | 156,000 | 156,000 | 156,000 | |||||||
Preferred stock series A, shares issued | 156,000 | 156,000 | 156,000 | 156,000 | |||||||
Preferred stock series A, shares outstanding | 156,000 | 156,000 | 156,000 | 156,000 | |||||||
Number of shares converted | |||||||||||
Series A Preferred Stock [Member] | |||||||||||
Share price | $ 0.0744 | ||||||||||
Preferred Stock, Liquidation Preference Per Share | 1 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Weighted average grant-date fair value per share price | $ 3.35 | $ 5.13 | |||||||||
Restricted stock units awarded | 77,000 | 74,000 | |||||||||
Restricted Stock Units [Member] | |||||||||||
Weighted average grant-date fair value per share price | $ 2.76 | $ 2.51 | $ 2.95 | $ 3.35 | $ 5.13 | ||||||
Restricted stock units awarded | 30,000 | 172,000 | 77,000 | 30,000 | |||||||
Restricted Stock Units [Member] | Six Month Anniversary [Member] | |||||||||||
Number of restricted stock vesting, percentage | 16.67% | ||||||||||
Restricted Stock Units [Member] | Former Chief Executive Officer [Member] | |||||||||||
Equity ownership, percentage | 51.00% | ||||||||||
Accelerate restricted stock units outstanding | 5,000 | 5,000 | 10,000 | ||||||||
Warrants [Member] | |||||||||||
Warrants issued to purchase number of common stock | 72,000 | ||||||||||
Fair value of the warrants | $ 1,379 | ||||||||||
Warrants [Member] | Risk Free Interest Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 1.06% | ||||||||||
Warrants [Member] | Dividend Yield [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | ||||||||||
Warrants [Member] | Expected Volatility [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 80.25% | ||||||||||
Warrants [Member] | Expected Term [Member] | |||||||||||
Fair value assumptions, measurement input, term | 5 years | ||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | |||||||||||
Preferred stock series A, shares authorized | 156,000 | 156,000 | |||||||||
Preferred stock series A, shares issued | 156,000 | 156,000 | |||||||||
Preferred stock series A, shares outstanding | 156,000 | 156,000 | |||||||||
Share price | $ 0.10 | ||||||||||
Payment of dividend | $ 16 | $ 16 | |||||||||
Preferred Stock, Liquidation Preference Per Share | $ 1 | ||||||||||
Debt instrument, conversion price | $ 13.434 | ||||||||||
Number of shares converted | 12,000 | ||||||||||
2019 Performance Incentive Plan [Member] | |||||||||||
Stock option granted terms description | Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. | Stock options granted under the 2019 Plan may either be incentive stock options or nonqualified stock options, have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. | |||||||||
2019 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Stock option to purchase common stock | 98,000 | 30,000 | |||||||||
2019 Performance Incentive Plan [Member] | Common Stock [Member] | |||||||||||
Stock option to purchase common stock | 2,000 | 2,000 | |||||||||
2019 Performance Incentive Plan [Member] | Maximum [Member] | |||||||||||
Number of option available for grants | 240,000 | 240,000 | 240,000 | ||||||||
2010 Performance Incentive Plan [Member] | Common Stock [Member] | |||||||||||
Stock option to purchase common stock | 24,000 | 55,000 | |||||||||
2010 Performance Incentive Plan [Member] | Restricted Stock Units [Member] | |||||||||||
Stock option to purchase common stock | 12,000 | 27,000 | |||||||||
2014 Inducement Plan [Member] | New Employee [Member] | |||||||||||
Share-based awards, expiration date | Sep. 30, 2024 | ||||||||||
2014 Inducement Plan [Member] | Common Stock [Member] | |||||||||||
Stock option to purchase common stock | 85,000 | ||||||||||
2014 Inducement Plan [Member] | Maximum [Member] | New Employee [Member] | |||||||||||
Number of option available for grants | 85,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shareholders' Equity | ||||
Weighted average risk-free rate | 1.39% | 1.70% | 1.68% | 2.87% |
Weighted average volatility | 95.11% | 108.83% | 105.53% | 113.20% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term | 5 years 7 months 10 days | 5 years 8 months 23 days | 5 years 4 months 13 days | 7 years 22 days |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Weighted Average Assumptions (Details) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shareholders' Equity | ||||
Weighted average risk-free rate | 1.39% | 1.70% | 1.68% | 2.87% |
Weighted average volatility | 95.11% | 108.83% | 105.53% | 113.20% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term | 5 years 7 months 10 days | 5 years 8 months 23 days | 5 years 4 months 13 days | 7 years 22 days |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Restricted Stock and Common Stock Unit Vested (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Shareholders' Equity | ||||
Restricted stock units vested and settled | 19,000 | 18,000 | 39,000 | 29,000 |
Common stock issued, net of shares withheld | 14,000 | 13,000 | 28,000 | 20,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option Activity (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options Granted | 1,000 | 2,000 | ||||
Options Exercised | ||||||
Stock Option Grants [Member] | ||||||
Options Outstanding, beginning balance | 142,000 | 147,000 | 147,000 | 156,000 | ||
Options Granted | 3,000 | 2,000 | ||||
Options Exercised | ||||||
Options Cancelled | (6,000) | (6,000) | ||||
Options Forfeited | (2,000) | (4,000) | ||||
Options Expired | (1,000) | |||||
Options Outstanding, ending balance | 142,000 | 147,000 | ||||
Options vested and exercisable | 140,000 | |||||
Weighted Average Exercise Price Per Share Outstanding, beginning balance | $ 18.26 | $ 18.20 | $ 18.20 | $ 17.74 | ||
Weighted Average Exercise Price Per Share Granted | 3.15 | 4.44 | ||||
Weighted Average Exercise Price Per Share Exercised | ||||||
Weighted Average Exercise Price Per Share Cancelled | 13.32 | 10.42 | ||||
Weighted Average Exercise Price Per Share Forfeited | 6.24 | 6.38 | ||||
Weighted Average Exercise Price Per Share Expired | 16 | |||||
Weighted Average Exercise Price Per Share Outstanding, ending balance | 18.26 | $ 18.20 | ||||
Weighted Average Exercise Price Per Share vested and exercisable | $ 18.43 | |||||
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning balance | 7 years 1 month 13 days | |||||
Weighted Average Remaining Contractual Life (in years) Outstanding, ending balance | 5 years 1 month 20 days | 6 years 29 days | ||||
Weighted Average Remaining Contractual Life (in years) vested and exercisable | 5 years 1 month 6 days | |||||
Aggregate Intrinsic Value Outstanding, beginning balance | ||||||
Aggregate Intrinsic Value Outstanding, ending balance | ||||||
Aggregate Intrinsic Value vested and exercisable |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Restricted Stock Unit Activity (Details) (10-K) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted Average Fair Value Per Share, Granted | $ 2.49 | $ 3.90 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding Restricted Stock Units, Beginning | 61,000 | |
Outstanding Restricted Stock Units, Granted | 77,000 | 74,000 |
Outstanding Restricted Stock Units, Released | (38,000) | (13,000) |
Outstanding Restricted Stock Units, Cancelled | (43,000) | |
Outstanding Restricted Stock Units, Ending | 57,000 | 61,000 |
Outstanding Restricted Stock Units, Exercisable | 19,000 | |
Weighted Average Fair Value Per Share, Beginning | $ 4.94 | |
Weighted Average Fair Value Per Share, Granted | 3.35 | 5.13 |
Weighted Average Fair Value Per Share, Released | 4.09 | 6.04 |
Weighted Average Fair Value Per Share, Cancelled | 4.17 | |
Weighted Average Fair Value Per Share, Ending | $ 3.57 | $ 4.94 |
Shareholders' Equity - Summar_3
Shareholders' Equity - Summary of Warrant Activities (Details) (10-K) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Warrants Outstanding, beginning balance | shares | 72,000 |
Warrants Granted | shares | |
Warrants Exercised | shares | |
Warrants Forfeited | shares | (72,000) |
Warrants Outstanding, ending balance | shares | |
Weighted Average Exercise Price Per Share Outstanding, beginning balance | $ / shares | $ 20 |
Weighted Average Exercise Price Per Share Granted | $ / shares | |
Weighted Average Exercise Price Per Share Exercised | $ / shares | |
Weighted Average Exercise Price Per Share Forfeited | $ / shares | |
Weighted average exercise price per share outstanding, ending balance | $ / shares | |
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning balance | 10 months 14 days |
Weighted average remaining contractual life (in years) Outstanding, ending balance | 0 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net change in valuation allowance | $ 429 | $ 20 |
Deferred tax asset NOLs | 14,730 | $ 15,756 |
2005 and Prior Year [Member] | ||
Deferred tax asset NOLs | 442 | |
Federal Income Tax Purposes [Member] | ||
NOL carryforwards | $ 63,354 | |
NOL carryforward expiration date | Dec. 31, 2020 | |
State Income Tax Purposes [Member] | ||
NOL carryforwards | $ 29,195 | |
NOL carryforward expiration date | Dec. 31, 2020 | |
State Tax [Member] | ||
State tax credit tax carryforwards | $ 133 | |
Tax carryforwards description | expire in the years 2020 through 2026. |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Income Tax Provision (Benefit) (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Current Tax Provision, Federal | $ 21 | |||||
Current Tax Provision, State | (25) | (21) | ||||
Current Tax Provision, Foreign | 2 | (5) | ||||
Current Tax Provision, net | (23) | (5) | ||||
Deferred Tax Provision, Federal | ||||||
Deferred Tax Provision, State | 2 | 6 | ||||
Deferred Tax Provision, Foreign | (6) | 63 | ||||
Deferred Tax Provision, net | (4) | 69 | ||||
Total Tax Provision, Federal | 21 | |||||
Total Tax Provision, State | (23) | (15) | ||||
Total Tax Provision, Foreign | (4) | 58 | ||||
Total Tax Provision, net | $ 19 | $ (19) | $ 23 | $ (30) | $ (27) | $ 64 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards | $ 14,730 | $ 15,756 |
UK NOL carryforwards | 552 | 534 |
Allowance for doubtful accounts | 92 | 97 |
Compensation and vacation accrual | 57 | 58 |
Operating accruals | 6 | 285 |
Research and experimentation, AMT and foreign tax credits | 126 | 126 |
Texas margin tax credit | 106 | 120 |
Lease liabilities | 854 | |
Other | 846 | 850 |
Total gross deferred tax assets | 17,369 | 17,826 |
Valuation allowance | (16,218) | (17,149) |
Net deferred tax assets | 1,151 | 677 |
Capitalized software | 497 | 523 |
Right of use assets | 544 | |
Fixed assets and intangibles | 45 | 86 |
Foreign | 47 | 45 |
Total gross deferred liabilities | 1,133 | 654 |
Net deferred taxes | $ 18 | $ 23 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Expected Income Taxes (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Tax at federal income tax rate | $ 424 | $ 68 | ||||
State provision | (23) | (15) | ||||
Foreign tax differential | (2) | 13 | ||||
Change in valuation allowance | (429) | (20) | ||||
Permanent items | 3 | (3) | ||||
Other | 21 | |||||
Total Provision | $ 19 | $ (19) | $ 23 | $ (30) | $ (27) | $ 64 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Dec. 02, 2020 | Apr. 18, 2020 | Apr. 18, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 18, 2020 | Apr. 30, 2020 |
Term loan amount | $ 725,000 | |||||||||
Debt issuance costs | 23,000 | |||||||||
Unamortized debt issuance costs | 1,000 | 11,000 | ||||||||
Principal amount | $ 3,350,100 | |||||||||
Fertilemind Management LLC [Member] | ||||||||||
Debt description | No assurances can be given that the Company will obtain such $500,000 loan from Fertilemind Management, LLC or from any other party. | |||||||||
Expected additional proceeds from loan | $ 50,000 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Term loan amount | $ 1,625,000 | |||||||||
Principal amount | $ 1,625,000 | $ 1,625,000 | ||||||||
Debt maturity date | Apr. 18, 2022 | |||||||||
Debt instrument, interest rate | 1.00% | 1.00% | ||||||||
November 2020 [Member] | Paycheck Protection Program [Member] | ||||||||||
Payment of debt | $ 532,000 | |||||||||
Debt forgiven | 1,093,000 | |||||||||
Loan amount | $ 1,625,000 | $ 1,625,000 | ||||||||
Avid Bank Term Loan [Member] | ||||||||||
Principal amount | $ 2,750,000 | |||||||||
Debt maturity date | Sep. 28, 2022 | |||||||||
Avid Bank Term Loan [Member] | Paycheck Protection Program [Member] | ||||||||||
Principal amount | 725,000 | $ 16,251,000 | ||||||||
Bridge Loan [Member] | Fertilemind Management LLC [Member] | Minimum [Member] | ||||||||||
Debt instrument, interest rate | 8.00% | |||||||||
Bridge Loan [Member] | Fertilemind Management LLC [Member] | Maximum [Member] | ||||||||||
Debt instrument, interest rate | 15.00% | |||||||||
Avidbank [Member] | ||||||||||
Prepayment of debt | $ 150,000 | |||||||||
Accrued interest | $ 350,000 | |||||||||
Debt instrument, reducing the outstanding principal balance | 2,000,000 | |||||||||
Avidbank [Member] | ||||||||||
Debt issuance costs | $ 3,000 | |||||||||
Loan and Security Agreement [Member] | ||||||||||
Term loan amount | $ 2,750,000 | |||||||||
Debt issuance costs | 11,000 | |||||||||
Unamortized debt issuance costs | $ 1,000 | 11,000 | ||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | ||||||||||
Term of loan | 48 months | |||||||||
Term loan amount | $ 4,000,000 | |||||||||
Payment of debt | 433,000 | |||||||||
Debt instrument monthly principal payments | $ 83,333 | |||||||||
Debt maturity date description | The maturity date was changed from September 28, 2022 to December 31, 2020 | |||||||||
Debt description | Before entering into Amendment #1, the Company's adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. | |||||||||
Accounts receivable percentage | 75.00% | |||||||||
Debt covenant description | Under the ACR covenant, the ratio of (i) the Company's unrestricted cash at Avidbank as of the last day of a calendar month plus 75% of its outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. As of September 30, 2020, the Company was in compliance with both of those covenants. | |||||||||
Principal amount | $ 4,050,000 | $ 2,750,000 | ||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | April 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | $ 125,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | May 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 125,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | June 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 125,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | July 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 300,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | August 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 300,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | September 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 300,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | October 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 300,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | November 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 300,000 | |||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | December 2020 [Member] | ||||||||||
Debt instrument monthly principal payments | 125,000 | |||||||||
Loan and Security Agreement [Member] | Avidbank [Member] | ||||||||||
Term of loan | 48 months | |||||||||
Term loan amount | $ 4,000,000 | |||||||||
Debt instrument monthly principal payments | 83,000 | |||||||||
Debt issuance costs | $ 23,000 | 26,000 | ||||||||
Asset Purchase Agreement [Member] | Fertilemind Management LLC [Member] | ||||||||||
Principal amount | $ 1,000,000 | |||||||||
Asset Purchase Agreement [Member] | Paycheck Protection Program [Member] | ||||||||||
Principal amount | $ 1,000,000 | |||||||||
Asset Purchase Agreement [Member] | Bridge Loan [Member] | Fertilemind Management LLC [Member] | ||||||||||
Principal amount | $ 1,000,000 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Mar. 12, 2020 | |
Term loan amount | $ 725,000 | ||||||
Debt issuance costs | 23,000 | ||||||
Debt instrument principal amount | 3,350,100 | ||||||
Interest expense debt | 236,000 | $ 296,000 | |||||
Avidbank [Member] | |||||||
Prepayment of debt | $ 150,000 | ||||||
Subsequent Event [Member] | Avidbank [Member] | |||||||
Prepayment of debt | $ 150,000 | ||||||
Debt instrument principal amount | $ 2,750,000 | ||||||
Avidbank [Member] | |||||||
Debt issuance costs | $ 3,000 | ||||||
Avidbank [Member] | Minimum [Member] | |||||||
Aggregate amount of unrestricted cash to be maintained | $ 200,000 | ||||||
Loan and Security Agreement [Member] | |||||||
Term loan amount | 2,750,000 | ||||||
Debt issuance costs | 11,000 | ||||||
Loan and Security Agreement [Member] | Avidbank [Member] | |||||||
Term of the loan | 48 months | ||||||
Term loan amount | $ 4,000,000 | ||||||
Debt instrument monthly principal payments | 83,000 | ||||||
Debt issuance costs | 23,000 | $ 26,000 | |||||
Facility fee | 20,000 | ||||||
Minimum EBITDA amount | 1,000,000 | ||||||
Loan and Security Agreement [Member] | Avidbank [Member] | Minimum [Member] | |||||||
Aggregate amount of unrestricted cash to be maintained | $ 2,000,000 | $ 2,000,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jul. 20, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 |
Operating leases description | The Company has operating leases for its warehouse facility and for equipment under agreements that expire at various dates through 2023. | The Company has entered into operating leases for office and production facilities and equipment under agreements that expire at various dates through 2026. | ||||||||
Financing leases description | The Company also has property held under finance leases that expire at various dates through 2021. | The Company also has property held under finance leases that expire at various dates through 2021. | ||||||||
Operating lease liabilities | $ 5,000 | $ 5,000 | $ 3,300,000 | $ 3,458,000 | $ 3,458,000 | |||||
Operating lease right-of-use assets | 5,000 | 5,000 | 2,101,000 | 2,336,000 | ||||||
Retained earnings (accumulated deficit) | $ (136,187,000) | (136,187,000) | $ (131,457,000) | (129,394,000) | ||||||
Future cash obligations | 3,500,000 | |||||||||
Gain on termination | $ (9,000) | |||||||||
Operating leases weighted-average remaining lease term | 1 month | 1 month | 6 years 3 months 19 days | |||||||
Operating leases weighted-average discount rate lease | 5.00% | 5.00% | 7.25% | |||||||
Financing leases weighted-average remaining lease term | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year 10 months 25 days | |||||||
Financing leases weighted-average discount rate lease | 5.52% | 5.52% | 5.51% | |||||||
Financing lease cost | $ 5,000 | $ 10,000 | $ 15,000 | 41,000 | $ 48,000 | 191,000 | ||||
Selling, General and Administrative Expenses [Member] | ||||||||||
Operating lease expense | 17,000 | $ 137,000 | 281,000 | $ 407,000 | $ 542,000 | $ 407,000 | ||||
Lease Termination Agreement [Member] | ||||||||||
Operating lease liabilities | $ 3,135,000 | |||||||||
Operating lease right-of-use assets | 1,913,000 | |||||||||
Security deposits | $ 260,000 | 260,000 | 260,000 | |||||||
Restricted cash | 200,000 | 200,000 | ||||||||
Rent | 64,000 | 121,000 | ||||||||
Lessor sale amount | 80,000 | |||||||||
Dispose of furniture | $ 5,000 | $ 5,000 | ||||||||
Lessor operating description | In July 2020, the Lessor informed the Company that it needed to dispose of the remaining furniture, and the Company paid the Lessor $5,000 to do so. | |||||||||
Gain on termination | 8,000 | |||||||||
Unamortized tenant improvement allowance | $ 890,000 | |||||||||
Loss on the disposal of fixed assets | 282,000 | |||||||||
Furniture and fixtures | 197,000 | |||||||||
Other leasehold improvement assets | $ 85,000 | |||||||||
ASU 2016-02 [Member] | ||||||||||
Operating lease liabilities | 3,500,000 | |||||||||
Operating lease right-of-use assets | $ 2,300,000 | |||||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Revision of Prior Period, Adjustment [Member] | ASU 2016-02 [Member] | ||||||||||
Retained earnings (accumulated deficit) | $ 0 | $ 0 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Operating leases description | The Company has operating leases for its warehouse facility and for equipment under agreements that expire at various dates through 2023. | The Company has entered into operating leases for office and production facilities and equipment under agreements that expire at various dates through 2026. | |||||
Financing leases description | The Company also has property held under finance leases that expire at various dates through 2021. | The Company also has property held under finance leases that expire at various dates through 2021. | |||||
Operating lease liabilities | $ 5 | $ 5 | $ 3,300 | $ 3,458 | $ 3,458 | ||
Operating lease right-of-use assets | $ 5 | $ 5 | $ 2,101 | $ 2,336 | |||
Operating leases weighted-average remaining lease term | 1 month | 1 month | 6 years 3 months 19 days | ||||
Operating leases weighted-average discount rate lease | 5.00% | 5.00% | 7.25% | ||||
Financing leases weighted-average remaining lease term | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year 10 months 25 days | ||||
Financing leases weighted-average discount rate lease | 5.52% | 5.52% | 5.51% | ||||
Financing lease cost | $ 5 | $ 10 | $ 15 | $ 41 | $ 48 | 191 | |
Selling, General and Administrative Expenses [Member] | |||||||
Operating lease expense | $ 17 | $ 137 | $ 281 | $ 407 | $ 542 | $ 407 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 2,101 | |||
Amortization of operating lease right-of-use assets | (161) | (217) | (291) | |
Addition of operating lease right-of -use asset | 28 | |||
Write-off of right-of-use asset due to headquarters lease termination | (1,913) | |||
Write-off of right-of-use asset related to other lease terminations | (50) | |||
Operating lease right-of-use assets | 5 | 2,101 | ||
Operating lease liabilities, Beginning | 3,300 | $ 3,458 | 3,458 | |
Principal payments on operating lease liabilities | (154) | |||
Addition of operating lease liability | 28 | |||
Write-off of lease liability related to headquarters lease termination | (3,135) | |||
Write-off of lease liability related to other lease terminations | (34) | |||
Operating lease liabilities, Ending | 5 | 3,300 | 3,458 | |
Less non-current portion | (2,891) | |||
Current portion | $ 5 | $ 409 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Right-of-use Assets and Liabilities (Details) (10-K) - USD ($) $ in Thousands | Jan. 02, 2019 | Dec. 31, 2019 |
Leases [Abstract] | ||
Initial measurement at January 1, 2019 | $ 3,458 | |
Less tenant improvement allowance | (1,122) | |
Net right-of-use assets at January 1, 2019 | 2,336 | $ 2,336 |
Initial measurement of new operating lease right-of-use-assets | 57 | |
Less amortization of operating lease right-of-use assets | (292) | |
Operating lease right-of-use assets | 2,336 | 2,101 |
Operating lease liabilities, Beginning | 3,458 | |
Initial measurement of new operating lease liabilities | 57 | |
Less principal payments on operating lease liabilities | (215) | |
Operating lease liabilities, Ending | $ 3,458 | 3,300 |
Less non-current portion | (2,891) | |
Current portion | $ 409 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
2020 | $ 635 | |||
2021 | 620 | |||
2022 | 634 | |||
2023 | 655 | |||
2024 | 670 | |||
Thereafter | 932 | |||
Total operating lease payments | 4,146 | |||
Less imputed interest | (846) | |||
Operating lease liabilities | $ 5 | $ 3,300 | $ 3,458 | $ 3,458 |
Leases - Schedule of Financing
Leases - Schedule of Financing Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||
Finance lease right-of-use assets | $ 41 | $ 80 | $ 80 | |
Depreciation of finance lease right-of-use assets | (15) | (39) | ||
Finance lease right-of-use assets | 26 | 41 | $ 80 | |
Finance lease liabilities | 41 | 86 | 86 | |
Principal payments on finance lease liabilities as of September 30, 2020 | (14) | $ (39) | (45) | (249) |
Finance lease liabilities | 27 | 41 | 86 | |
Less non-current portion | (4) | (20) | (41) | |
Current portion | $ 23 | $ 21 | $ 45 |
Leases - Schedule of Financin_2
Leases - Schedule of Financing Lease Right-of-use Assets and Liabilities (Details) (10-K) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Finance lease right-of-use assets | $ 41 | $ 80 |
Less depreciation of Finance lease right-of-use assets | (15) | (39) |
Finance lease right-of-use assets | 26 | 41 |
Finance lease liabilities | 41 | 86 |
Less principal payments on finance lease liabilities | (45) | |
Finance lease liabilities | 27 | 41 |
Less non-current portion | (4) | (20) |
Current portion | $ 23 | $ 21 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Financing Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 | $ 7 | ||
2021 | 21 | $ 23 | |
Total finance lease payments | 28 | 44 | |
Less imputed interest | (1) | (3) | |
Present value of finance lease liabilities | $ 27 | $ 41 | $ 86 |
Leases - Schedule of Maturiti_3
Leases - Schedule of Maturities of Financing Leases (Details) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 | $ 21 | $ 23 | |
2021 | 21 | ||
Total finance lease payments | 28 | 44 | |
Less imputed interest | (1) | (3) | |
Present value of finance lease liabilities | $ 27 | $ 41 | $ 86 |
Disposition of Site Equipment_2
Disposition of Site Equipment to Be Installed and Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment charges | $ 498,000 | |||||
Disposal of business | 3,000 | |||||
Disposal of site equiptment | $ 4,000 | $ 24,000 | ||||
Wrote off unamortized tenant improvement allowance | $ 890,000 | |||||
Older Equipment [Member] | ||||||
Disposal of site equiptment | 229,000 | |||||
Vehicles [Member] | ||||||
Leasehold improvement assets | 85,000 | 85,000 | ||||
Furniture and fixtures | $ 197,000 | $ 197,000 |
Software Development Costs (Det
Software Development Costs (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Software Development Costs Abstract | ||||||
Amortization of capitalized software development costs | $ 137 | $ 100 | $ 430 | $ 293 | ||
Capitalized software development costs | 62 | 62 | $ 177 | |||
Impairment of capitalized software | $ 51 | $ 238 | $ 52 | $ 550 | $ 23 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill balance | $ 696 | $ 667 | ||||
Impairment loss on goodwill | $ 662 | $ 662 | $ 261 |
Goodwill (Details Narrative) (1
Goodwill (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill balance | $ 696 | $ 667 | ||||
Impairment loss on goodwill | $ 662 | $ 662 | $ 261 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill, beginning balance | $ 696 | $ 696 | $ 667 | $ 667 | ||
Effects of Foreign Currency | (34) | (34) | 29 | $ (76) | ||
Goodwill impairment | (662) | (662) | (261) | |||
Goodwill, ending balance | $ 696 | $ 667 |
Goodwill - Schedule of Goodwi_2
Goodwill - Schedule of Goodwill (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Gross Carrying Value | $ 667 | $ 1,004 | ||||
Effects of Foreign Currency | $ (34) | $ (34) | 29 | (76) | ||
Impairment Losses for the period | $ (662) | $ (662) | (261) | |||
Net Carrying Value | $ 696 | $ 667 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shareholders' Equity | |||
Accumulated foreign currency translation adjustments | $ 241 | $ 268 | $ 200 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details Narrative) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shareholders' Equity | |||
Accumulated foreign currency translation adjustments | $ 241 | $ 268 | $ 200 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Contribution plan description | Employees who have completed at least three months of service, have worked a minimum of 250 hours in a quarter, and have reached age 18 to defer up to 50% of their pay on a pre-tax basis. The Company does not contribute a match to the employees' contribution. |
Matches percentage of employer contribution | 50.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 30, 2020 | Sep. 30, 2020 | Apr. 18, 2020 | |
Principal amount | $ 3,350,100 | ||
Paycheck Protection Program [Member] | |||
Principal amount | $ 1,625,000 | ||
Subsequent Event [Member] | Paycheck Protection Program [Member] | |||
Debt forgiven | $ 1,093,000 | ||
Loan amount | 1,625,100 | ||
Principal amount | $ 532,000 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Mar. 12, 2020 | Jan. 13, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2018 |
Term loan | $ 725,000 | ||||||
Loan and Security Agreement [Member] | |||||||
Term loan | $ 2,750,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | |||||||
Term loan | $ 4,000,000 | ||||||
Debt instrument, periodic payment | $ 83,333 | ||||||
Debt instrument maturity date, description | The maturity date was changed from September 28, 2022 to December 31, 2020 | ||||||
Accounts receivable percentage | 75.00% | ||||||
Debt description | Before entering into Amendment #1, the Company's adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") was required to be at least $1,000,000 for the trailing six-month period as of the last day of each fiscal quarter and the aggregate amount of unrestricted cash it had in deposit accounts or securities accounts maintained with Avidbank must be not less than $2,000,000 at all times. | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | April 2020 [Member] | |||||||
Debt instrument, periodic payment | $ 125,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | May 2020 [Member] | |||||||
Debt instrument, periodic payment | 125,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | June 2020 [Member] | |||||||
Debt instrument, periodic payment | 125,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | July 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | August 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | September 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | October 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | November 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | December 2020 [Member] | |||||||
Debt instrument, periodic payment | $ 125,000 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Sporcle, Inc [Member] | |||||||
Sale of asset transaction amount | $ 1,360,000 | ||||||
Net gain on sale of asset | $ 1,265,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | |||||||
Term loan | $ 433,000 | ||||||
Debt instrument, periodic payment | 83,333 | ||||||
Prepayment of debt | 350,000 | ||||||
Debt instrument, reducing the outstanding principal balance | $ 2,000,000 | ||||||
Debt instrument maturity date, description | Under the terms of the amendment, the Company's financial covenants were changed, the maturity date of its term loan was changed from September 28, 2022 to December 31, 2020 (and as a result, the Company classified the total outstanding principal balance as a current liability on its balance sheet as of December 31, 2019), and commencing on April 30, 2020, the Company must make principal plus accrued interest payments on the last day of each month, such that its term loan will be repaid by December 31, 2020. | ||||||
EBITDA amount | $ 1,000,000 | ||||||
Aggregate amount of unrestricted cash | $ 2,000,000 | ||||||
Accounts receivable percentage | 75.00% | ||||||
Debt description | The outstanding principal balance of the term loan on such day must be no less than 1.25 to 1.00. | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | April 2020 [Member] | |||||||
Debt instrument, periodic payment | $ 125,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | May 2020 [Member] | |||||||
Debt instrument, periodic payment | 125,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | June 2020 [Member] | |||||||
Debt instrument, periodic payment | 125,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | July 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | August 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | September 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | October 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | November 2020 [Member] | |||||||
Debt instrument, periodic payment | 300,000 | ||||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | December 2020 [Member] | |||||||
Debt instrument, periodic payment | $ 125,000 |
Going Conern (Details Narrative
Going Conern (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 12, 2020 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 1,710,000 | $ 2,533,000 | $ 3,209,000 | $ 2,536,000 | |
Accumulated deficit | (136,187,000) | (131,457,000) | (129,394,000) | ||
Brooklyn Immunotherapeutics, LLC [Member] | |||||
Cash and cash equivalents | 3,055,012 | ||||
Accumulated deficit | (16,014,329) | (10,941,526) | $ (2,004,472) | ||
Cash proceeds from sale of members' equity | $ 3,858,750 | $ 7,395,750 | $ 7,808,250 | ||
Brooklyn Immunotherapeutics, LLC [Member] | Subsequent Event [Member] | MergerAgreement with NTN Buzztime, Inc [Member] | |||||
Investments | $ 10,000,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - Silicon Valley Bank [Member] - Paycheck Protection Program [Member] | May 04, 2020USD ($) |
Loans payable | $ 309,905 |
Debt maturity date | May 4, 2022 |
Debt interest rate | 1.00% |
Merger With NTN Buzztime, Inc_2
Merger With NTN Buzztime, Inc (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | Aug. 12, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Equity ownership, percentage | 51.00% | ||||
Cash and cash equivalents | $ 1,710,000 | $ 3,209,000 | $ 2,533,000 | $ 2,536,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | |||||
Cash and cash equivalents | $ 3,055,012 | ||||
Brooklyn Immunotherapeutics, LLC [Member] | Subsequent Event [Member] | MergerAgreement with NTN Buzztime, Inc [Member] | |||||
Equity ownership, percentage | 5.92% | ||||
Other party, termination fees | $ 750,000 | ||||
Brooklyn Immunotherapeutics, LLC [Member] | Subsequent Event [Member] | MergerAgreement with NTN Buzztime, Inc [Member] | BIT Merger Sub, Inc [Member] | |||||
Cash and cash equivalents | $ 10,000,000 | ||||
Brooklyn Immunotherapeutics, LLC [Member] | Subsequent Event [Member] | MergerAgreement BIT Merger Sub, Inc [Member] | |||||
Equity ownership, percentage | 94.08% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Royalty percentage | 13.00% |
Royalty description | For purposes of this calculation, a royalty equal to 13% of revenue (consisting of the royalty due to USF and the royalty due to the collaborator) is assumed until 2029 and a royalty of 7% of revenues is assumed from 2030 to 2038. The post patent decline is 50% in the first year and 10% thereafter. Income taxes were projected to be 26% of net Company royalty savings. The cash flows were discounted by the liability specific weighted average cost of capital of 34% using the mid-point convention. |
IRX Therapeutics, Inc [Member] | |
Contigent consideration | $ 870,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Fair Value of Liabilities (Details) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Level 1 [Member] | ||
Contigent consideration | ||
Total | ||
Level 2 [Member] | ||
Contigent consideration | ||
Total | ||
Level 3 [Member] | ||
Contigent consideration | 870,000 | 870,000 |
Total | $ 870,000 | $ 870,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 2,358,000 | $ 2,382,000 | ||
Brooklyn Immunotherapeutics, LLC [Member] | ||||
Depreciation expense | $ 72,909 | $ 7,917 | $ 20,407 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 11,995,000 | $ 15,169,000 | |
Less: accumulated depreciation and amortization | (9,173,000) | (10,502,000) | |
Property and equipment, net | $ 689,000 | 2,822,000 | 4,667,000 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | 1,240,000 | 1,240,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | |||
Property and equipment, gross | 701,846 | 675,668 | 69,597 |
Less: accumulated depreciation and amortization | (94,814) | (21,905) | (1,498) |
Property and equipment, net | 607,032 | 653,763 | 68,099 |
Brooklyn Immunotherapeutics, LLC [Member] | Laboratory and Manufacturing Equipment [Member] | |||
Property and equipment, gross | 287,342 | 261,164 | 69,597 |
Brooklyn Immunotherapeutics, LLC [Member] | Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 414,504 | $ 414,504 |
Security Deposits and Other A_2
Security Deposits and Other Assets (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | Feb. 09, 2017 | Jan. 24, 2020 |
Security deposit | $ 84,915 | |
Master Services Agreement [Member] | ||
Lease expiration date description | Expires in 2022 | |
Amount paid to service provider | $ 300,401 | |
Retainer percentage | 10.00% |
Accrued Expenses (Details) (Bro
Accrued Expenses (Details) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Compensation payable | $ 218,764 | $ 540,513 | $ 214,327 |
Accrued general and administrative expenses | 182,625 | 94,265 | 62,743 |
Accrued research and development expenses | 149,258 | 695,551 | 1,380,440 |
Accrued interest | 135,140 | 90,512 | 33,114 |
Loss on legal settlement | 100,000 | ||
Total accrued expenses | $ 685,787 | $ 1,520,841 | $ 1,696,793 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - IRX Notes [Member] | Jan. 27, 2020USD ($) |
Loans payable | $ 410,000 |
Debt maturity date | Dec. 31, 2021 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | Jul. 06, 2020 | Dec. 13, 2019 | Nov. 07, 2018 | Jul. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 13, 2020 | Jan. 02, 2019 |
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Operating lease liabilities | $ 5,000 | $ 5,000 | $ 3,300,000 | $ 3,458,000 | $ 3,458,000 | ||||||||
Brooklyn Immunotherapeutics, LLC [Member] | |||||||||||||
Sublease payments | 58,957 | $ 6,535 | |||||||||||
Operating lease liabilities | $ 100,700 | $ 100,700 | $ 103,056 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | USF License Agreement [Member] | |||||||||||||
Royalty payable percentage | 7.00% | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | IRX Royalty Agreements [Member] | |||||||||||||
Concentration risk percentage | 1.00% | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Termination Agreement [Member] | |||||||||||||
Concentration risk percentage | 6.00% | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Investor Royalty Agreement [Member] | |||||||||||||
Concentration risk percentage | 4.00% | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | CEO Separation Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||
Severance pay | $ 225,000 | $ 275,000 | |||||||||||
Unused vacation time | 37,518 | ||||||||||||
Health and dental insurance plan | $ 14,032 | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | IRX Therapeutics, Inc [Member] | |||||||||||||
Business combination percentage | 25.00% | ||||||||||||
Legal settlements | $ 150,000 | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | BIT Merger Sub, Inc [Member] | Employee Agreements [Member] | Chief Executive Officer [Member] | January 8, 2021 [Member] | |||||||||||||
Employee, retention payment | $ 200,000 | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | BIT Merger Sub, Inc [Member] | Employee Agreements [Member] | Chief Executive Officer [Member] | July 8, 2021 [Member] | |||||||||||||
Employee, retention payment | $ 200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 53,000 | $ 63,000 | $ 135,000 | $ 172,000 | $ 206,000 | $ 443,000 |
Brooklyn Immunotherapeutics, LLC [Member] | ||||||
Stock-based compensation | $ 68,202 | $ 68,674 |
Members' Equity (Details Narrat
Members' Equity (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Procced from equity | $ 4,133,750 | $ 7,808,250 | |
Deposits | 665,563 | 410,512 | |
Subscriptions receivable | 225,000 | $ 850,000 | |
Payments of common stock | 665,653 | ||
Class A Units [Member] | |||
Common stock, value | $ 5,024,313 | $ 8,218,762 |
Subsequent Events (Details Na_3
Subsequent Events (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) - Brooklyn Immunotherapeutics, LLC [Member] - Subsequent Event [Member] | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Non refundable fee | $ 500,000 |
License fee | $ 4,000,000 |
Going Conern (Details Narrati_2
Going Conern (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated deficit | $ (136,187,000) | $ (136,187,000) | $ (131,457,000) | $ (129,394,000) | |||
Net loss | (1,481,000) | $ (351,000) | (4,722,000) | $ (754,000) | (2,047,000) | (259,000) | |
Net cash used in operating activities | (3,280,000) | 1,761,000 | 2,744,000 | 1,365,000 | |||
Brooklyn Immunotherapeutics, LLC [Member] | |||||||
Cash | 3,055,012 | $ 6,260,338 | 3,055,012 | 6,260,338 | 5,014,819 | 6,325,431 | |
Accumulated deficit | $ (16,014,329) | (16,014,329) | (10,941,526) | (2,004,472) | |||
Net loss | (5,072,803) | (6,134,389) | 8,937,054 | ||||
Net cash used in operating activities | (6,463,285) | (8,202,087) | 9,800,291 | 18,436,717 | |||
Cash proceeds from sale of members' equity | 3,858,750 | 7,395,750 | 7,808,250 | ||||
Proceeds from investor deposits | 437,500 | ||||||
Proceeds from the collection of subscriptions receivable | $ 275,000 | $ 850,000 | 850,000 | ||||
Additional cash for capital call commitments | $ 3,858,750 | ||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | |||||||
Cash | $ 250,296 | ||||||
Net loss | (16,098,602) | ||||||
Net cash used in operating activities | (16,285,693) | $ 16,285,693 | |||||
Cash proceeds from sale of members' equity | |||||||
Proceeds from investor deposits | |||||||
Proceeds from the collection of subscriptions receivable |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash equivalents | $ 1,710,000 | $ 2,533,000 | $ 1,710,000 | $ 2,533,000 | $ 3,209,000 | $ 2,536,000 |
Restricted cash | $ 51,000 | $ 51,000 | $ 50,000 | $ 50,000 | ||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Brooklyn Immunotherapeutics, LLC [Member] | ||||||
Cash equivalents | $ 3,055,012 | $ 3,055,012 | ||||
Restricted cash | $ 86,000 | $ 86,000 | 86,000 | $ 86,000 | ||
Federal deposit insurance corporation | $ 250,000 | |||||
Brooklyn Immunotherapeutics, LLC [Member] | Laboratory and Manufacturing Equipment [Member] | ||||||
Estimated useful life | 7 years | |||||
Brooklyn Immunotherapeutics, LLC [Member] | Laboratory and Manufacturing Equipment [Member] | Vendor [Member] | ||||||
Concentration risk percentage | 14.00% | 11.00% |
Business Combination (Details N
Business Combination (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - Brooklyn Immunotherapeutics, LLC [Member] - Asset Purchase Agreement [Member] - IRX Therapeutic Inc [Member] | Nov. 07, 2018USD ($) |
Estimated fair value of future royalty payments | $ 870,000 |
Aggregate consideration on purchase of asset | 3,270,000 |
Fair value of the membership units | 2,400,000 |
Fair value of contingent consideration | $ 870,000 |
Business Combination - Schedule
Business Combination - Schedule of Purchase Price for Acquisition (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 696,000 | $ 667,000 | ||
Brooklyn Immunotherapeutics, LLC [Member] | ||||
Cash | 250,296 | |||
Restricted cash | 86,000 | |||
Prepaid expenses and other current assets | 19,998 | |||
Security deposits and other assets | 379,331 | |||
Laboratory equipment | 69,597 | |||
In process research and development | 6,860,000 | |||
Accounts payable and accrued expenses | (4,528,969) | |||
Loans payable | (410,000) | |||
Loans payable, related parties | (1,500,000) | |||
Net fair value assigned to assets acquired and liabilities assumed | 1,226,253 | |||
Goodwill | $ 2,043,747 | 2,043,747 | $ 2,043,747 | |
Total | $ 3,270,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 2,358,000 | $ 2,382,000 | ||||
Brooklyn Immunotherapeutics, LLC [Member] | ||||||
Depreciation expense | $ 72,909 | $ 7,917 | 20,407 | |||
Leasehold improvements | $ 64,461 | |||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | ||||||
Depreciation expense | $ 1,498 | |||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | ||||||
Depreciation expense | $ 6,888 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 11,995,000 | $ 15,169,000 | |
Less: accumulated depreciation and amortization | (9,173,000) | (10,502,000) | |
Property and equipment, net | $ 689,000 | 2,822,000 | 4,667,000 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | 1,240,000 | 1,240,000 | |
Brooklyn Immunotherapeutics, LLC [Member] | |||
Property and equipment, gross | 701,846 | 675,668 | 69,597 |
Less: accumulated depreciation and amortization | (94,814) | (21,905) | (1,498) |
Property and equipment, net | 607,032 | 653,763 | 68,099 |
Brooklyn Immunotherapeutics, LLC [Member] | Laboratory and Manufacturing Equipment [Member] | |||
Property and equipment, gross | 287,342 | 261,164 | 69,597 |
Brooklyn Immunotherapeutics, LLC [Member] | Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 414,504 | $ 414,504 |
Goodwill and in Process Resea_2
Goodwill and in Process Research and Development (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | |
Goodwill | $ 696,000 | $ 667,000 | ||
Brooklyn Immunotherapeutics, LLC [Member] | ||||
Goodwill | 2,043,747 | $ 2,043,747 | $ 2,043,747 | |
In Process Research and Development | $ 6,860,000 |
Security Deposits and Other A_3
Security Deposits and Other Assets (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | Jul. 02, 2019 | Jun. 14, 2018 | Feb. 09, 2017 | Jan. 24, 2020 |
Lease expiration date | Dec. 31, 2025 | |||
Security deposit | $ 84,915 | |||
Master Services Agreement [Member] | ||||
Amount paid to service provider | $ 300,401 | |||
Lease expiration date | Oct. 23, 2020 | |||
Retainer percentage | 10.00% | |||
Lease Agreement [Member] | ||||
Lease expiration date | Dec. 28, 2025 | |||
Security deposit | $ 63,220 |
Accrued Expenses (Details) (B_2
Accrued Expenses (Details) (Brooklyn ImmunoTherapeutics, LLC) (10K) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Compensation payable | $ 218,764 | $ 540,513 | $ 214,327 |
Deferred rent payable | 6,169 | ||
Accrued general and administrative expenses | 182,625 | 94,265 | 62,743 |
Accrued research and development expenses | 149,258 | 695,551 | 1,380,440 |
Accrued interest | 135,140 | 90,512 | 33,114 |
Loss on legal settlement | 100,000 | ||
Total accrued expenses | $ 685,787 | $ 1,520,841 | $ 1,696,793 |
Investor Deposits (Details Narr
Investor Deposits (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Brooklyn Immunotherapeutics, LLC [Member] | |||
Investor deposits | $ 665,563 | $ 638,575 |
Loans Payable and Loans Payab_2
Loans Payable and Loans Payable to Related Parties (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 1 Months Ended | 2 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | Nov. 07, 2018 | Dec. 31, 2017 | |
Equity ownership, percentage | 51.00% | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | ||||||||||
Cash | $ 6,325,431 | $ 6,325,431 | $ 3,055,012 | $ 6,260,338 | $ 5,014,819 | |||||
Interest payable | 33,114 | 33,114 | 135,140 | 90,512 | ||||||
Sale of notes | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Class A Units [Member] | ||||||||||
Interest payable | $ 1,516,346 | |||||||||
Shares issued for new issue, value | $ 5,024,313 | 8,218,762 | ||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | ||||||||||
Cash | $ 250,296 | |||||||||
Shares issued for new issue, value | $ 31,731 | |||||||||
Equity ownership, percentage | 80.00% | |||||||||
Debt interest rate | 14.50% | |||||||||
Debt maturity date | Dec. 31, 2019 | |||||||||
Sale of notes | 1,500,000 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | Board of Directors [Member] | ||||||||||
Shares issued for new issue, value | $ 11,095,368 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | Predecessor Notes [Member] | ||||||||||
Promissory notes | 19,447,996 | |||||||||
Cash | 15,165,816 | 15,165,816 | $ 3,534,000 | |||||||
Interest payable | $ 716,449 | |||||||||
Interest expense | $ 1,652,466 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | Bridge Notes [Member] | ||||||||||
Interest expense | $ 16,346 | |||||||||
Sale of notes | $ 1,500,000 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | ||||||||||
Cash | 6,325,431 | 6,325,431 | 5,014,819 | |||||||
Loans payable | 410,000 | 410,000 | ||||||||
Sale of notes | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | Predecessor Notes [Member] | ||||||||||
Interest expense | $ 9,121 | $ 59,450 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) | Dec. 13, 2019USD ($) | Jul. 02, 2019USD ($) | Apr. 18, 2019USD ($)ft² | Nov. 07, 2018 | Jul. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Nov. 05, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 13, 2020USD ($) | Jan. 02, 2019USD ($) |
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||
Debt instrument principal amount | $ 3,350,100 | $ 3,350,100 | |||||||||||||
Lease description | The Company has operating leases for its warehouse facility and for equipment under agreements that expire at various dates through 2023. | The Company has entered into operating leases for office and production facilities and equipment under agreements that expire at various dates through 2026. | |||||||||||||
Operating lease liabilities | $ 3,458,000 | 5,000 | $ 5,000 | $ 3,300,000 | $ 3,458,000 | $ 3,458,000 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | |||||||||||||||
Lease expiration term | Dec. 31, 2025 | ||||||||||||||
Rent expense | $ 485,061 | ||||||||||||||
Lease description | In connection with the Business Combination, BITX also assumed IRX's lease for laboratory space in Brooklyn, New York (the "Laboratory Lease"), with annual rent expense for the first year of $314,577 beginning on the date of the Business Combination. Effective on July 1, 2019, the Laboratory Lease was amended to increase the space rented under the Laboratory Lease. Annual rent expense (including the Company's pro rata share of operating expenses) for 12 months beginning July 1, 2019 increased to $485,061 pursuant to the amended Laboratory Lease, and the rent increases 3% on January 1 of each lease year. The Laboratory Lease expires on December 31, 2025. | ||||||||||||||
Sublease payments | 58,957 | $ 6,535 | |||||||||||||
Operating lease liabilities | $ 100,700 | $ 100,700 | 103,056 | ||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | |||||||||||||||
Rent expense | $ 77,170 | 544,214 | |||||||||||||
Sublease payments | 32,676 | ||||||||||||||
Operating lease liabilities | $ 103,350 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | |||||||||||||||
Rent expense | $ 480,577 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Office Lease [Member] | |||||||||||||||
Lease expiration term | Nov. 30, 2026 | ||||||||||||||
Rent expense | $ 93,275 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Laboratory Lease [Member] | |||||||||||||||
Rent expense | $ 314,577 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | USF License Agreement [Member] | |||||||||||||||
Royalty payable percentage | 7.00% | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor Royalty Agreements [Member] | |||||||||||||||
Concentration risk percentage | 1.00% | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Collaborator Royalty Agreement [Member] | |||||||||||||||
Concentration risk percentage | 6.00% | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Investor Royalty Agreement [Member] | |||||||||||||||
Concentration risk percentage | 4.00% | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | CEO Separation Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||
Severance pay | $ 225,000 | $ 275,000 | |||||||||||||
Debt instrument principal amount | $ 31,731 | ||||||||||||||
Unused vacation time | 37,518 | ||||||||||||||
Health and dental insurance plan | $ 14,032 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | IRX Therapeutics, Inc [Member] | |||||||||||||||
Business combination percentage | 25.00% | ||||||||||||||
Legal settlements | $ 150,000 | ||||||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Nezu Asia Capital Management, LLC [Member] | Sublease Agreement [Member] | |||||||||||||||
Lease expiration term | Oct. 31, 2026 | ||||||||||||||
Area of land | ft² | 999 | ||||||||||||||
Lease term | 8 years | ||||||||||||||
Sublease payments | $ 78,422 | ||||||||||||||
Increase in rent expense | 2.25% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Commitments of Operating Lease (Details) (Brooklyn ImmunoTherapeutics, LLC) | Dec. 31, 2019USD ($) |
2020 | $ 635,000 |
2021 | 620,000 |
2022 | 634,000 |
2023 | 655,000 |
2024 | 670,000 |
Thereafter | 932,000 |
Total operating lease payments | 4,146,000 |
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | |
2020 | 553,189 |
2021 | 571,470 |
2022 | 588,918 |
2023 | 606,864 |
2024 | 624,172 |
Thereafter | 747,656 |
Total operating lease payments | $ 3,692,269 |
Stockholders' Deficiency and _3
Stockholders' Deficiency and Members' Equity (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Sep. 23, 2019 | Nov. 07, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 05, 2018 |
Preferred stock designated | 156,000 | 156,000 | 156,000 | 156,000 | 156,000 | 156,000 | |||||
Debt instrument principal amount | $ 3,350,100 | $ 3,350,100 | |||||||||
Share based compenation, expected term | 5 years 7 months 10 days | 5 years 8 months 23 days | 5 years 4 months 13 days | 7 years 22 days | |||||||
Share based compenation, volatility | 95.11% | 108.83% | 105.53% | 113.20% | |||||||
Share based compenation, risk-free rate | 1.39% | 1.70% | 1.68% | 2.87% | |||||||
Share based compenation, expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
Stock-based compensation | 53,000 | $ 63,000 | 135,000 | $ 172,000 | $ 206,000 | $ 443,000 | |||||
Brooklyn Immunotherapeutics, LLC [Member] | |||||||||||
Shares to be issued | 171,781,743 | ||||||||||
Cash | $ 6,325,431 | $ 6,325,431 | $ 3,055,012 | $ 6,260,338 | 3,055,012 | 6,260,338 | 5,014,819 | 6,325,431 | |||
Stock-based compensation | 68,202 | $ 68,674 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | |||||||||||
Cash | $ 6,325,431 | 6,325,431 | 5,014,819 | $ 6,325,431 | |||||||
Number of restricted common units, shares | 4,125 | ||||||||||
Number of restricted common units, value | $ 366,094 | ||||||||||
Stock-based compensation | $ 20,248 | $ 20,248 | $ 91,689 | ||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | Single Employee [Member] | |||||||||||
Number of restricted common units, shares | 125 | ||||||||||
Number of restricted common units, value | $ 11,094 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | Restricted Common Units [Member] | |||||||||||
Share price | $ 88.75 | $ 88.75 | $ 88.75 | ||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting term | 3 years | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | Restricted Common Units [Member] | Single Employee [Member] | |||||||||||
Share price | $ 88.75 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | BITX Operating Agreement [Member] | |||||||||||
Shares issued | 100,000 | ||||||||||
Pro rata description | Any distributions are made to the members in the following order and priority: first, on a pro rata basis, to the holders of Class A Units, in proportion to the number of Class A Units held by each, until the Company has made aggregate distributions of $100 million; second, 75% on a pro rata basis to holders of Class A Units and Common Units, 15% on a pro rata basis to the holders of Class B Units and 10% on a pro rata basis to holders of Class C Units, until the Company has made aggregate distributions equal to $500 million; thereafter, 65% on a pro rata basis to holders of Class A Units and Common Units, 20% on a pro rata basis to the holders of Class B Units and 15% on a pro rata basis to holders of Class C Units. | ||||||||||
Debt instrument principal amount | $ 9,953,930 | $ 9,953,930 | $ 9,953,930 | ||||||||
Cash | $ 7,587,584 | $ 7,587,584 | $ 7,808,250 | 7,587,584 | |||||||
Exchanged notes payable and interest amount | 1,516,346 | ||||||||||
Subscriptions receivable | 850,000 | ||||||||||
Payments in excess of capital calls | $ 638,575 | ||||||||||
Investor deposits | 410,512 | ||||||||||
Equity value | $ 22,000,000 | ||||||||||
Share based compenation, expected term | 3 years 6 months | ||||||||||
Share based compenation, volatility | 100.00% | ||||||||||
Share based compenation, risk-free rate | 3.01% | ||||||||||
Share based compenation, expected dividend rate | 0.00% | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | BITX Operating Agreement [Member] | Successor [Member] | |||||||||||
Stock-based compensation | 91,689 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||
Preferred stock designated | 160,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Series B Preferred Stock [Member] | |||||||||||
Preferred stock designated | 54,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Series C Preferred Stock [Member] | |||||||||||
Preferred stock designated | 41,567,743 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Series D Preferred Stock [Member] | |||||||||||
Preferred stock designated | 80,000,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Series A, Series B and Series C Convertible Preferred Stock [Member] | |||||||||||
Exchange of preferred stock into common stock | 16,771,866 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Class A Units [Member] | |||||||||||
Share issued during the period new issue, value | $ 5,024,313 | $ 8,218,762 | |||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Class A Units [Member] | BITX Operating Agreement [Member] | |||||||||||
Shares issued | 65,000 | 65,000 | |||||||||
Share issued during the period new issue, value | $ 100,000,000 | ||||||||||
Capital commitments | $ 22,447,005 | ||||||||||
Number of shares issued for service | $ 5,000 | ||||||||||
Exchanged notes payable and interest amount | 8,218,762 | ||||||||||
Payments in excess of capital calls | $ 437,500 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Class B Units [Member] | BITX Operating Agreement [Member] | |||||||||||
Shares issued | 15,000 | 15,000 | |||||||||
Share issued during the period new issue, value | $ 1,400,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Class C Units [Member] | BITX Operating Agreement [Member] | |||||||||||
Shares issued | 10,000 | 10,000 | |||||||||
Share issued during the period new issue, value | $ 1,000,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Common Units [Member] | BITX Operating Agreement [Member] | |||||||||||
Shares issued | 10,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Common Stock [Member] | |||||||||||
Shares to be issued | 50,000,000 | ||||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Preferred Stock [Member] | |||||||||||
Shares to be issued | 121,781,743 |
Stockholders' Deficiency and _4
Stockholders' Deficiency and Members' Equity - Schedule of Stock Option Activity (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | |
Options Granted | 1,000 | 2,000 | |||
Options Exercised | |||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | |||||
Options Outstanding, beginning balance | 1,165 | ||||
Options Granted | |||||
Options Forfeited | (80) | ||||
Options Outstanding, ending balance | 1,085 | ||||
Options exercisable | 1,085 | ||||
Weighted Average Exercise Price Per Share Outstanding, beginning balance | $ 208 | ||||
Weighted Average Exercise Price Per Share Granted | |||||
Weighted Average Exercise Price Per Share Forfeited | 300 | ||||
Weighted Average Exercise Price Per Share Outstanding, ending balance | 201 | ||||
Weighted Average Exercise Price Per Share exercisable | $ 201 | ||||
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning balance | 1 year 6 months | ||||
Weighted Average Remaining Contractual Life (in years) Outstanding, ending balance | 8 months 12 days | ||||
Weighted Average Remaining Contractual Life (in years) exercisable | 8 months 12 days | ||||
Aggregate Intrinsic Value Outstanding, beginning balance | |||||
Aggregate Intrinsic Value Outstanding, ending balance | |||||
Aggregate Intrinsic Value vested and exercisable |
Stockholders' Deficiency and _5
Stockholders' Deficiency and Members' Equity - Schedule of Stock Options Outstanding and Exercisable (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - Brooklyn Immunotherapeutics, LLC [Member] - Predecessor [Member] - $ / shares | 10 Months Ended | |
Nov. 05, 2018 | Dec. 31, 2017 | |
Outstanding Number of Options | 1,085 | 1,165 |
Weighted Average Remaining Life In Years | 8 months 12 days | |
Exercisable Number of Options | $ 201 | |
Exercise Price Range One [Member] | ||
Exercise Price | 200 | |
Outstanding Number of Options | 1,075 | |
Weighted Average Remaining Life In Years | 8 months 12 days | |
Exercisable Number of Options | $ 1,075 | |
Exercise Price Range Two [Member] | ||
Exercise Price | 300 | |
Outstanding Number of Options | 10 | |
Weighted Average Remaining Life In Years | 2 months 12 days | |
Exercisable Number of Options | $ 10 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - Brooklyn Immunotherapeutics, LLC [Member] - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Nov. 05, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Operating loss carryforward | $ 10,941,526 | ||
Deferred tax effective tax rate | 0.00% | 0.00% | |
Predecessor [Member] | |||
Deferred tax effective tax rate | 0.00% |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Benefit (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal: Current | $ 21,000 | |||||||
Federal: Deferred | ||||||||
State and local: Current | (25,000) | (21,000) | ||||||
State and local: Deferred | 2,000 | 6,000 | ||||||
Change in valuation allowance | (429,000) | (20,000) | ||||||
Income tax benefit (provision) | $ (19,000) | $ 19,000 | $ (23,000) | $ 30,000 | 27,000 | $ (64,000) | ||
Brooklyn Immunotherapeutics, LLC [Member] | Successor [Member] | ||||||||
Federal: Current | ||||||||
Federal: Deferred | ||||||||
State and local: Current | ||||||||
State and local: Deferred | 80,179 | 357,482 | ||||||
Federal, State and local: Current and Deferred | 80,179 | 357,482 | ||||||
Change in valuation allowance | (80,179) | (357,482) | ||||||
Income tax benefit (provision) | ||||||||
Brooklyn Immunotherapeutics, LLC [Member] | Predecessor [Member] | ||||||||
Federal: Current | ||||||||
Federal: Deferred | 8,266,417 | |||||||
State and local: Current | ||||||||
State and local: Deferred | 5,438,948 | |||||||
Federal, State and local: Current and Deferred | 13,705,365 | |||||||
Change in valuation allowance | (13,705,365) | |||||||
Income tax benefit (provision) |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating loss carryforward | $ 14,730,000 | $ 15,756,000 |
Less: valuation allowance | (16,218,000) | (17,149,000) |
Net deferred tax assets | 1,151,000 | 677,000 |
Brooklyn Immunotherapeutics, LLC [Member] | ||
Net operating loss carryforward | 80,179 | 424,800 |
Less: valuation allowance | (80,179) | (424,800) |
Net deferred tax assets |
Subsequent Events (Details Na_4
Subsequent Events (Details Narrative) (Brooklyn ImmunoTherapeutics, LLC) (10-K) - USD ($) | Sep. 30, 2020 | Sep. 24, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt instrument principal amount | $ 3,350,100 | ||||
Brooklyn Immunotherapeutics, LLC [Member] | |||||
Cash received | $ 3,055,012 | $ 5,014,819 | $ 6,260,338 | $ 6,325,431 | |
Brooklyn Immunotherapeutics, LLC [Member] | Subsequent Event [Member] | |||||
Debt instrument principal amount | $ 3,858,750 | ||||
Cash received | $ 3,858,750 |