Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 09, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | NTN BUZZTIME INC | ||
Entity Central Index Key | 0000748592 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,300,000 | ||
Entity Common Stock, Shares Outstanding | 2,976,774 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 777 | $ 3,209 |
Restricted cash | 50 | |
Accounts receivable, net of allowances of $748 and $354, respectively | 116 | 1,195 |
Site equipment to be installed | 655 | 1,090 |
Prepaid expenses and other current assets | 176 | 526 |
Total current assets | 1,724 | 6,070 |
Restricted cash, long-term | 150 | |
Operating lease right-of-use assets | 36 | 2,101 |
Fixed assets, net | 502 | 2,822 |
Software development costs, net of accumulated amortization of $3,081 and $3,341, respectively | 1,361 | 1,915 |
Deferred costs | 72 | 274 |
Goodwill | 696 | |
Other assets | 50 | 97 |
Total assets | 3,745 | 14,125 |
Current Liabilities: | ||
Accounts payable | 270 | 835 |
Accrued compensation | 64 | 588 |
Accrued expenses | 238 | 490 |
Sales taxes payable | 6 | 131 |
Income taxes payable | 9 | 3 |
Current portion of long-term debt | 1,500 | 2,739 |
Current portion of obligations under operating leases | 36 | 409 |
Current portion of obligations under finance leases | 22 | 21 |
Current portion of deferred revenue | 76 | 460 |
Other current liabilities | 139 | 419 |
Total current liabilities | 2,360 | 6,095 |
Long-term debt | 532 | |
Long-term obligations under operating leases | 2,891 | |
Long-term obligations under finance leases | 20 | |
Long-term deferred revenue | 2 | 2 |
Other liabilities | 26 | |
Total liabilities | 2,894 | 9,034 |
Shareholders' Equity | ||
Series A 10% cumulative convertible preferred stock, $0.005 par value, $156 liquidation preference, 156 shares authorized, issued and outstanding at December 31, 2020 and 2019 | 1 | 1 |
Common stock, $0.005 par value, 15,000 shares authorized at December 31, 2020 and 2019; 2,966 and 2,901 shares issued at December 31, 2020 and 2019, respectively | 15 | 14 |
Treasury stock, at cost, 10 shares at December 31, 2020 and 2019 | (456) | (456) |
Additional paid-in capital | 136,934 | 136,721 |
Accumulated deficit | (135,888) | (131,457) |
Accumulated other comprehensive income | 245 | 268 |
Total shareholders' equity | 851 | 5,091 |
Total liabilities and shareholders' equity | $ 3,745 | $ 14,125 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts - accounts receivable | $ 748 | $ 354 |
Software accumulated amortization | $ 3,081 | $ 3,341 |
Series A cumulative preferred stock, percentage | 10.00% | 10.00% |
Preferred stock series A, par value per share | $ 0.005 | $ 0.005 |
Preferred stock series A, liquidation preference | $ 156 | $ 156 |
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 |
Common stock, par value | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,966,000 | 2,901,000 |
Common stock, shares outstanding | 2,966,000 | 2,901,000 |
Treasury stock, shares | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from contracts with customers | ||
Total revenue from contracts with customers | $ 5,800 | $ 19,806 |
Operating expenses: | ||
Direct operating costs (includes depreciation and amortization of $1,538 and $2,517, respectively) | 2,907 | 7,483 |
Selling, general and administrative | 8,091 | 13,175 |
Impairment of capitalized software | 248 | 550 |
Impairment of goodwill | 662 | |
Depreciation and amortization (excluding depreciation and amortization included in direct operating costs) | 201 | 360 |
Total operating expenses | 12,109 | 21,568 |
Operating loss | (6,309) | (1,762) |
Other expense, net: | ||
Interest expense, net | (138) | (249) |
Other income (expense), net | 2,026 | (9) |
Total other income (expense), net | 1,888 | (258) |
Loss before income taxes | (4,421) | (2,020) |
Benefit (provision) for income taxes | 6 | (27) |
Net loss | (4,415) | (2,047) |
Series A preferred stock dividend | (16) | (16) |
Net loss attributable to common shareholders | $ (4,431) | $ (2,063) |
Net loss per common share - basic and diluted | $ (1.51) | $ (0.72) |
Weighted average shares outstanding - basic and diluted | 2,928 | 2,875 |
Comprehensive loss | ||
Net loss | $ (4,415) | $ (2,047) |
Foreign currency translation adjustment | (23) | 68 |
Total comprehensive loss | (4,438) | (1,979) |
Subscription Revenue [Member] | ||
Revenue from contracts with customers | ||
Total revenue from contracts with customers | 4,882 | 14,278 |
Hardware Revenue [Member] | ||
Revenue from contracts with customers | ||
Total revenue from contracts with customers | 426 | 2,350 |
Other Revenue [Member] | ||
Revenue from contracts with customers | ||
Total revenue from contracts with customers | $ 492 | $ 3,178 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Depreciation and amortization - part of direct operating costs | $ 1,538 | $ 2,517 |
Consolidated Statements of Shar
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, 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 | 26,000 | ||||||
Dividend paid to Series A preferred stockholders | (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 | |||||
Foreign currency translation adjustment | (23) | (23) | |||||
Net loss | (4,415) | (4,415) | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | $ 1 | (29) | (28) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes, shares | 42,000 | ||||||
Issuance of common stock in lieu of cash compensation | 43 | 43 | |||||
Issuance of common stock in lieu of cash compensation, shares | 23,000 | ||||||
Dividend paid to Series A preferred stockholders | (16) | (16) | |||||
Non-cash stock based compensation | 199 | 199 | |||||
Balance at Dec. 31, 2020 | $ 1 | $ 15 | $ (456) | $ 13,934 | $ (135,888) | $ 245 | $ 851 |
Balance, shares at Dec. 31, 2020 | 156,000 | 2,966,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by operating activities: | ||
Net loss | $ (4,415) | $ (2,047) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,739 | 2,877 |
Provision for doubtful accounts | 121 | 196 |
Transfer of fixed assets to sales-type lease | 10 | |
Amortization of operating lease right-of-use-assets | 173 | 291 |
Stock-based compensation | 199 | 206 |
Amortization of debt issuance costs | 14 | 9 |
Common stock issued for compensation in lieu of cash payment | 61 | |
Gain from the asset sale of Stump! Trivia and OpinioNation | (1,225) | |
Loss from the termination of operating lease | 9 | |
Loss from the disposition of assets | 645 | 689 |
Gain from PPP loan forgiveness | (1,093) | |
Impairment of capitalized software | 248 | 550 |
Impairment of goodwill | 662 | |
Changes in assets and liabilities: | ||
Accounts receivable | 958 | (248) |
Site equipment to be installed | 52 | 337 |
Operating lease liabilities | (165) | (215) |
Prepaid expenses and other assets | 335 | (5) |
Accounts payable and accrued liabilities | (1,730) | 669 |
Income taxes payable | 5 | 1 |
Deferred costs | 202 | 151 |
Deferred revenue | (384) | (835) |
Other liabilities | (305) | 108 |
Net cash (used in) provided by operating activities | (3,894) | 2,744 |
Cash flows provided by (used in) investing activities: | ||
Capital expenditures | (22) | (128) |
Capitalized software development expenditures | (244) | (966) |
Net proceeds from the sale of Stump! Trivia | 1,226 | |
Proceeds from sale of other assets | 29 | |
Net cash provided by (used in) investing activities | 960 | (1,065) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from long-term debt | 3,125 | |
Payments on long-term debt | (2,750) | (1,000) |
Debt issuance costs on long-term debt | (3) | |
Principal payments on finance leases | (19) | (45) |
Payroll tax remitted on net share settlement of equity awards | (46) | (37) |
Dividends paid to Series A preferred shareholders | (16) | (16) |
Net cash provided by (used in) financing activities | 291 | (1,098) |
Effect of exchange rate on cash and cash equivalents | 11 | 42 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (2,632) | 623 |
Cash, cash equivalents and restricted cash at beginning of year | 3,409 | 2,786 |
Cash, cash equivalents and restricted cash at end of year | 777 | 3,409 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for: Interest | 96 | 246 |
Cash paid during the period for: Income taxes | 26 | 26 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Site equipment transferred to fixed assets | 76 | 521 |
Initial measurement of operating lease right-of-use assets and liabilities | 3,458 | |
Assets acquired under operating lease | 71 | 57 |
Reconciliation of cash, cash equivalents and restricted cash at end of period: | ||
Cash and cash equivalents | 777 | 3,209 |
Restricted cash | 50 | |
Restricted cash, long-term | 150 | |
Total cash, cash equivalents and restricted cash at end of period | $ 777 | $ 3,409 |
Organization of Company
Organization of Company | 12 Months Ended |
Dec. 31, 2020 | |
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. Until the significant disruptions to the restaurant and bar industry resulting from the COVID-19 pandemic, or the pandemic, that began in March 2020, over 1 million hours of trivia, card, sports and arcade games were played on the Company’s network each month. Since March 2020, approximately 100,000 hours per month of such games have been played on the network each month. 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 the Company’s entertainment and trivia content to other parties, and by providing professional services such as custom game design or development of new platforms on the Company’s existing tablet form factor. Until February 1, 2020, the Company also generated revenue by hosting live trivia events. The Company sold all of its assets used to host live trivia events in January 2020. (See Note 4). As of December 31, 2020, 1,036 venues subscribed to the Company’s interactive entertainment network and approximately 18% of its network subscriber venues were affiliated with national and regional restaurant brands. See Note 2 for more information regarding the impact of the COVID-19 pandemic on these venues and the Company’s subscription revenues. The Company owns several trademarks and consider the Buzztime®, Playmaker®, Mobile Playmaker, and BEOND Powered by Buzztime trademarks to be among its most valuable assets. These and the Company’s other registered and unregistered trademarks used in this document are the Company’s property. Other trademarks are the property of their respective owners. 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., NTN Buzztime, Ltd. and BIT Merger Sub Inc., all of which, other than NTN Canada, Inc. and BIT Merger Sub, 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. |
Covid-19 Update
Covid-19 Update | 12 Months Ended |
Dec. 31, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Covid-19 Update | 2. 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 December 31, 2020, approximately 19% of the Company’s customers remain on subscription suspensions. The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities 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 and right-of-use assets. Events and changes in circumstances that affect such estimates and assumptions after December 31, 2020, including those resulting from the impacts of the pandemic, will be reflected in future periods. |
Merger Agreement and Asset Purc
Merger Agreement and Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Merger Agreement and Asset Purchase Agreement | 3. Merger Agreement and Asset Purchase Agreement Proposed Merger with Brooklyn Immunotherapeutics LLC On August 12, 2020, the Company entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with Brooklyn Immunotherapeutics LLC (“Brooklyn”), a privately-held, biopharmaceutical company focused on exploring the role that cytokine-based therapy can have in treating patients with cancer. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in the agreement, BIT Merger Sub, Inc., the Company’s wholly-owned subsidiary formed solely for purposes of carrying out the merger, will merge with and into Brooklyn, with Brooklyn surviving the merger as a wholly-owned subsidiary of the Company and Brooklyn’s members receiving newly issued shares of the Company’s common stock in exchange for their ownership interests in Brooklyn (the “Merger”). The Merger, if completed, will result in a change in control of the Company. If the Merger is completed, the Company expects to change its name to Brooklyn ImmunoTherapeutics, Inc. and the combined company will focus on Brooklyn’s business of exploring the role that cytokine-based therapy can have on the immune system in treating patients with cancer. Upon completion of the Merger, 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. If the Merger is completed, at the effective time of the Merger, 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 following the effective time of the Merger on a fully diluted basis (less a portion of such shares which will be allocated to Brooklyn’s banker, Maxim, 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 of the Merger 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 that takes into account the amount of Brooklyn’s cash and cash equivalents as of the closing of the Merger and the amount by which the Company’s net cash is less than zero at the closing. Proposed Asset Sale to eGames.com Holdings LLC When the Company announced the signing of the Merger Agreement, it also announced that it was continuing to explore the sale of substantially all of the assets relating to its current business to provide additional capital and allow the combined company following the closing of the Merger, if it closes, to be in a position to focus exclusively on Brooklyn’s business. On September 18, 2020, the Company and eGames.com Holdings LLC (“eGames.com”) entered into an asset purchase agreement (as amended from time to time, the “APA”) 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. The Purchased Assets comprise substantially all of the Company’s assets. 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 APA, 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 APA. In connection with entering into the APA, Fertilemind Management, LLC, an affiliate of eGames.com (“Fertilemind”), on behalf of eGames.com, made a $1.0 million bridge loan to the Company. On November 19, 2020, the Company, eGames.com and Fertilemind entered into an omnibus amendment and agreement pursuant to which, among other things, eGames.com agreed to provide, or cause Fertilemind, on behalf of eGames.com, to provide, an additional $0.5 million bridge loan to the Company on December 1, 2020, and the parties agreed to increase the interest rate on the $1.0 million bridge loan Fertilemind made to the Company in September 2020 from 8% to 10% effective December 1, 2020. Fertilemind provided the $0.5 million bridge loan to the Company on December 1, 2020. On January 12, 2021, the Company, eGames.com and Fertilemind entered into a second omnibus amendment and agreement pursuant to which, among other things, eGames.com agreed to provide, or cause Fertilemind, on behalf of eGames.com, to provide an additional $0.2 million bridge loan to the Company on January 12, 2021. Fertilemind provided the $0.2 million bridge loan to the Company on January 12, 2021. The principal and accrued interest of each of the loans provided by Fertilemind to the Company will be applied toward the $2.0 million purchase price at the closing of the Asset Sale. |
Live Hosted Trivia Asset Sale
Live Hosted Trivia Asset Sale | 12 Months Ended |
Dec. 31, 2020 | |
Live Hosted Trivia Asset Sale | |
Live Hosted Trivia Asset Sale | 4. Live Hosted Trivia 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 in gross proceeds. On the closing date of the transaction (January 31, 2020), the Company received $1,260,000. The remaining $100,000 was being held back until the one-year anniversary of the closing date, or January 31, 2021, to satisfy indemnification claims, if any, for which the Company is liable. In August 2020, the Company and Sporcle entered into an agreement and amendment to the asset purchase agreement to change the end of the indemnification period from January 31, 2021 to August 31, 2020 in exchange for a $40,000 reduction to the $100,000 holdback amount. On September 1, 2020, the Company received the $60,000 holdback amount. The Company recorded a net gain of approximately $1,225,000 on this asset sale. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | 5. Going Concern Uncertainty In connection with preparing its financial statements as of and for the year ended December 31, 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 year ended December 31, 2020, the Company incurred a net loss of $4,415,000. As of December 31, 2020, the Company had $777,000 of cash, total debt outstanding of $2,032,000, and negative working capital of $636,000. The total debt outstanding consists of $532,000 of principal outstanding under the loan the Company received in April 2020 under the Paycheck Protection Program and $1,500,000 of principal outstanding under the loans the Company received in connection with entering into the APA, as amended, 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. All amounts owing under the loan and security agreement with Avidbank were paid on December 31, 2020, when the term loan matured, and Avidbank released its security interest in all of the Company’s existing personal property. 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, the Company believes it will have sufficient cash resources to pay forecasted cash outlays only through mid-March 2021, assuming 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 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 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, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Estimates | 6. Summary of Significant Accounting Policies and Estimates Consolidation Use of Estimates Cash and Cash Equivalents Assessments of Functional Currencies Foreign Currency Matters Allowance for Doubtful Accounts Site Equipment to be Installed 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. Such equipment is 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. 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, 2020, the Company determined there were no changes to the estimated useful lives for any of its assets. Goodwill Intangibles – Goodwill and Other. Revenue Recognition Revenue from Contracts with Customers 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: Years ended December 31, 2020 2019 $ % of Total $ % of Total Subscription revenue 4,882,000 84.2 % 14,278,000 72.1 % Hardware revenue 426,000 7.3 % 2,350,000 11.9 % Other revenue 492,000 8.5 % 3,178,000 16.0 % Total 5,800,000 100.0 % 19,806,000 100.0 % 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. During 2019, the Company’s agreements with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees ended in November 2019 in accordance with their terms. As a result, the Company ended 2019 with 1,440 sites. As of December 31, 2020, the number of sites declined to 1,036 venues, primarily due 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 years ended December 31, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Year Ended 2020 2019 Buffalo Wild Wings revenue $ 199,000 $ 6,820,000 Percent of total revenue 3 % 34 % As of December 31, 2020 and 2019, approximately $112,000 and $158,000, respectively, was included in gross 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, 2020 and 2019 were as follows: Year Ended 2020 2019 United States $ 5,480,000 $ 19,153,000 Canada 320,000 653,000 Total $ 5,800,000 $ 19,806,000 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 December 31, 2020, including the change during the period. Deferred Balance at January 1, 2020 $ 460,000 New performance obligations 218,000 Revenue recognized (600,000 ) Balance at December 31, 2020 78,000 Less non-current portion (2,000 ) Current portion at December 31, 2020 $ 76,000 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 December 31, 2020, including the change during the period. Installation Sales Total Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 98,000 70,000 168,000 Deferred costs recognized (233,000 ) (137,000 ) (370,000 ) Balance at December 31, 2020 52,000 20,000 72,000 Research and Development Software Development Costs The Company performed its annual review of software development projects for the years ended December 31, 2020 and 2019, 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 year ended December 31, 2020 and 2019, the Company recognized an impairment charge of $248,000 and $550,000, 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. 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 June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Restricted Cash | 7. 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 to $200,000 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 16 for more information on the lease termination.) |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | 8. Fixed Assets, Net Fixed assets are recorded at cost and consist of the following at December 31, 2020 and 2019: As of December 31, 2020 2019 Site equipment $ 7,830,000 $ 8,856,000 Machinery and equipment 1,423,000 1,570,000 Furniture and fixtures - 314,000 Leasehold improvements - 1,240,000 Vehicle - 15,000 9,253,000 11,995,000 Accumulated depreciation and amortization (8,751,000 ) (9,173,000 ) Total $ 502,000 $ 2,822,000 Depreciation expense totaled $1,188,000 and $2,358,000 for the years ended December 31, 2020 and 2019, 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, 2020 2019 United States $ 487,000 $ 2,760,000 Canada 15,000 62,000 Total fixed assets $ 502,000 $ 2,822,000 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The Company’s goodwill balance of $696,000 as of December 31, 2019 related 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. 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 year ended December 31, 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 December 31, 2020 $ - |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 10. 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 carrying value of the Company’s debt approximates fair value as interest rates approximate market rates 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. During the year ended December 31, 2020, there were no assets or liabilities that were measures at fair value on a recurring or non-recurring basis. There were no transfers between fair value measurement levels during the year ended December 31, 2020. |
Credit Risk
Credit Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Credit Risk | 11. 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. |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Common Share | 12. 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 201,000 and 210,000 shares of common stock were excluded from the computations of diluted net loss per common share for the years ended December 31, 2020 and 2019, respectively, as their effect was anti-dilutive. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | 13. 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. 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, 2020, there were stock options to purchase approximately 2,000 shares of common stock and 82,000 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, 2020, there were stock options to purchase approximately 24,000 shares of common stock and 9,000 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, 2020, there were no stock options or restricted stock units outstanding under the 2014 Plan. Stock-Based Compensation Valuation Assumptions 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 under the ASC No. 718 requirements: 2019 Weighted average risk-free rate 1.68 % Weighted average volatility 105.53 % Dividend yield 0.00 % Expected term 5.37 years There were no stock option grants issued during the year ended December 31, 2020. 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, 2020 and 2019 was $199,000 and $206,000, 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, 2020 and 2019: Outstanding Weighted Weighted Aggregate Intrinsic Outstanding January 1, 2019 147,000 $ 18.20 6.08 $ - Granted 3,000 3.15 - - Cancelled (6,000 ) 13.32 - - Forfeited (2,000 ) 6.24 - - Outstanding December 31, 2019 142,000 18.26 5.14 - Cancelled (115,000 ) 17.55 - - Forfeited (1,000 ) 8.09 - - Outstanding December 31, 2020 26,000 $ 21.76 4.56 $ - Options vested and exercisable at December 31, 2020 26,000 $ 21.76 4.56 $ - The per-share weighted average grant-date fair value of stock options granted during the year ended December 31, 2019 and $2.49. There were no stock options granted during the year ended December 31, 2020. As of December 31, 2020, all stock options were fully vested and there was no unamortized stock based compensation expense remaining. 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 (“RSUs”) 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 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 years ended December 31, 2020 and 2019, the Company granted approximately 172,000 and 77,000 RSUs, respectively. The weighted average grant date fair value of the restricted stock units awarded during the years ended December 31, 2020 and 2019 was $2.51 and $3.35, respectively. During the year ended December 31, 2019, 30,000 of the 77,000 RSUs granted for the period 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 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 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 December 31, 2020 are 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, 2020 and 2019: Outstanding Weighted January 1, 2019 61,000 $ 4.94 Granted 77,000 3.35 Released (38,000 ) 4.09 Canceled (43,000 ) 4.17 December 31, 2019 57,000 $ 3.57 Granted 172,000 2.51 Released (58,000 ) 3.05 Cancelled (80,000 ) 2.65 December 31, 2020 91,000 $ 2.71 Balance expected to vest at December 31, 2020 78,000 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, 2020 and 2019, approximately 58,000 and 38,000 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 42,000 and 26,000 shares of common stock were issued, respectively. 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, 2020 and 2019. 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, 2020 and 2019. 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, 2020, the conversion rate was 1.8563 and, based on that conversion rate, one share of Series A Convertible Preferred Stock would have converted into approximately 0.54 shares of common stock, and all the outstanding shares of the Series A Convertible Preferred Stock would have converted into approximately 84,000 shares of common stock in the aggregate. There were no conversions during either of the years ended December 31, 2020 and 2019. There is no mandatory conversion term, date or any redemption features associated with the Series A Preferred Stock. The conversion rate will adjust under the following circumstances: 1. If the Company (a) pays a dividend or makes a distribution in shares of its common stock, (b) subdivides its outstanding shares of common stock into a greater number of shares, (c) combines its outstanding shares of common stock into a smaller number of shares, or (d) issues by reclassification of its shares of common stock any shares of its common stock (other than a change in par value, or from par value to no par value, or from no par value to par value), then the conversion rate in effect immediately prior to the applicable event will be adjusted so that the holders of the Series A Convertible Preferred Stock will be entitled to receive the number of shares of common stock which they would have owned or have been entitled to receive immediately following the happening of the event, had the Series A Convertible Preferred Stock been converted immediately prior to the record or effective date of the applicable event. 2. If the outstanding shares of the Company’s common stock are reclassified (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or stock dividend), or if the Company consolidates with or merge into another corporation and the Company is not the surviving entity, or if the Company sells all or substantially all of its property, assets, business and goodwill, then the holders of the Series A Convertible Preferred Stock will thereafter be entitled upon conversion to the kind and amount of shares of stock or other equity securities, or other property or assets which would have been receivable by such holders upon such reclassification, consolidation, merger or sale, if the Series A Convertible Preferred Stock had been converted immediately prior thereto. 3. If the Company issues common stock without consideration or for a consideration per share less than the then applicable Equivalent Preference Amount (as defined below), then the Equivalent Preference Amount will immediately be reduced to the amount determined by dividing (A) an amount equal to the sum of (1) the number of shares of common stock outstanding immediately prior to such issuance multiplied by the Equivalent Preference Amount in effect immediately prior to such issuance and (2) the consideration, if any, received by the Company upon such issuance, by (B) the total number of shares of common stock outstanding immediately after such issuance. The “Equivalent Preference Amount” is the value that results when the liquidation preference of one share of Series A Convertible Preferred Stock (which is $1.00) is multiplied by the conversion rate in effect at that time; thus the conversion rate applicable after the adjustment in the Equivalent Preference Amount as described herein will be the figure that results when the adjusted Equivalent Preference Amount is divided by the liquidation preference of one share of Series A Convertible Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes For each of the years ended December 31, 2020 and 2019, current tax provisions and current deferred tax provisions were recorded as follows: Years ended December 31, 2020 2019 Current Tax Provision Federal $ - $ - State (14,000 ) (25,000 ) Foreign 5,000 2,000 (9,000 ) (23,000 ) Deferred Tax Provision Federal - - State (12,000 ) 2,000 Foreign 27,000 (6,000 ) 15,000 (4,000 ) Total Tax Provision Federal - - State (26,000 ) (23,000 ) Foreign 32,000 (4,000 ) $ 6,000 $ (27,000 ) The net deferred tax assets and liabilities have been reported in other liabilities in the consolidated balance sheets at December 31, 2020 and 2019 as follows: As of December 31, 2020 2019 Deferred Tax Assets: NOL carryforwards $ 1,873,000 $ 14,730,000 UK NOL carryforwards 572,000 552,000 Allowance for doubtful accounts 193,000 92,000 Compensation and vacation accrual - 57,000 Operating accruals - 6,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 91,000 106,000 Fixed assets and intangibles 397,000 - Lease liabilities 9,000 854,000 Other 704,000 846,000 Total gross deferred tax assets 3,965,000 17,369,000 Valuation allowance (3,516,000 ) (16,218,000 ) Net deferred tax assets 449,000 1,151,000 Deferred Tax Liabilities: Capitalized software 354,000 497,000 Right of use assets 10,000 544,000 Fixed assets and intangibles - 45,000 Foreign 47,000 47,000 Other 4,000 - Total gross deferred liabilities 415,000 1,133,000 Net deferred taxes $ 34,000 $ 18,000 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, 2020 2019 Tax at federal income tax rate $ 930,000 $ 424,000 State provision (26,000 ) (23,000 ) Foreign tax differential 35,000 (2,000 ) Change in valuation allowance (939,000 ) (429,000 ) Permanent items 6,000 3,000 Total Provision $ 6,000 $ (27,000 ) The net change in the total valuation allowance for the year ended December 31, 2020 was an increase of approximately $939,000. The net change in the total valuation allowance for the year ended December 31, 2019 was an increase of approximately $429,000. In assessing the realizability of deferred tax assets, management 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. Management 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, management 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, 2020, the Company has available net operating loss (“NOL”) carryforwards of approximately $5,310,000 for federal income tax purposes. The NOL carryforwards for state purposes are approximately $16,051,000. 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 loss carryforwards due to continued operating losses. Further, the Company performed an analysis as of December 31, 2020 to determine limitations on its ability to utilize NOL carryforwards under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC”) resulting from any changes in ownership. This analysis indicates that an ownership change occurred on June 9, 2020 that would limit the use of approximately $61,965,000 of NOLs. Under IRC Section 382 and similar state provisions, ownership changes will limit the annual utilization of net operating loss carryforwards existing prior to a change in control that are available to offset future taxable income. Such limitations have reduced the gross deferred tax assets disclosed in the table above related to the NOL carryforwards by an estimated $11,021,000. The Company discloses the NOL carryforwards at their 382 limitation amount in the table above as potential limitation has been quantified. The Company has 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 that it would be able to generate future taxable income to realize these assets. The Merger described in Note 3 above will likely result in an ownership change for purposes of Section 382, but no formal analysis is expected to be undertaken in this regard. In addition, the Company has approximately $114,000 of state tax credit tax carryforwards that expire in the years 2021 through 2027. The deferred tax assets as of December 31, 2020 include a deferred tax asset of $439,000 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 2016. 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. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 15. Long-term Debt Term Loan Under a loan and security agreement the Company entered into with Avidbank in September 2018, or the Original LSA, the Company borrowed $4,000,000 in the form of a 48-month term loan, all of which it used to pay-off the $4,050,000 of principal borrowed from its then-existing lender. In February 2020, the Company made a pre-payment on the term loan of approximately $150,000 following the sale in January 2020 of all its assets used to conduct live-hosted trivia events. In March 2020, the Company entered into an amendment to the Original LSA. In connection with entering into the amendment, the Company made a $433,000 payment on the term loan, which included the $83,333 monthly principal payment for March 2020 plus accrued interest and a $350,000 principal prepayment. All amounts owing under the term loan were paid on December 31, 2020, when the term loan matured, and Avidbank released its security interest in all of the Company’s existing personal property. The Company incurred approximately $26,000 of debt issuance costs related to the Original LSA and the amendment to the LSA. The debt issuance costs were amortized to interest expense using the effective interest rate method over the life of the loan and were fully amortized as of December 31, 2020. Paycheck Protection Program Loan On April 18, 2020, the Company issued a note in the principal amount of approximately $1,625,000 evidencing a loan the Company received under the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). The PPP Loan bears interest at a rate of 1.0% per annum. Under the terms of the Paycheck Protection Program, 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 lender informed the Company that 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. The unforgiven principal balance, plus accrued and unpaid interest, is due at the closing of the Asset Sale, if the Asset Sale occurs, or at the closing of the Merger, if the Merger occurs. If neither the Asset Sale nor the Merger occurs, the unforgiven principal balance, plus accrued and unpaid interest, is due at maturity, April 18, 2022. The Company began making monthly interest only payments on November 18, 2020. The Company may prepay the PPP Loan at any time with no prepayment penalties. As of December 31, 2020, the outstanding principal balance of the PPP Loan was approximately $532,000. (See Note 3 for more information on the Asset Sale and the Merger.) Bridge Loans In connection with entering into the APA, the Company issued to Fertilemind an unsecured promissory note (the “First Note”) in the principal amount of $1,000,000, evidencing a $1,000,000 loan received from Fertilemind on behalf of eGames.com. As described below, until December 1, 2020, the principal amount of the First Note accrued interest at the rate of 8% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually. On November 19, 2020, eGames.com agreed to loan, or cause Fertilemind, on behalf of eGames.com, to loan an additional $500,000 to the Company on December 1, 2020. Upon receipt of such $500,000 loan, on December 1, 2020, the Company issued a second unsecured promissory note (the “Second Note”) evidencing such loan. In connection with borrowing the additional $500,000 loan, the interest rate of the First Note increased from 8% to 10% beginning on December 1, 2020. On January 12, 2021, eGames.com agreed to loan, or cause Fertilemind, on behalf of eGames.com, to loan an additional $200,000 to the Company on January 12, 2021. Upon receipt of such $200,000 loan, on January 12, 2021, the Company issued a third unsecured promissory note (the “Third Note,” and together with the First Note and the Second Note, the “Bridge Notes”) evidencing such loan. The principal amount of the Second Note and the Third Note accrues interest at the rate of 10% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually. The principal amount of the Bridge Notes and accrued interest thereon is due and payable upon the earlier of (i) the termination of the APA, (ii) the closing of a Business Combination (as defined in the Bridge Notes), and (iii) April 30, 2021. Upon the closing of the Asset Sale, the outstanding principal amount of the Bridge Notes and all accrued and unpaid interest thereon will be applied against the purchase price under the APA, and the Bridge Notes will be extinguished. The Company may use the proceeds under the Bridge Notes for, among other things, the payment of obligations related to the transactions contemplated by the APA and the Merger and other general working capital purposes. As of December 31, 2020, the outstanding principal balance of the First Note and Second Note was $1,500,000 in the aggregate, and combined with the Third Note in January 2021, the outstanding principal balance of the Bridge Notes is currently $1,700,000. As of December 31, 2020, the Company recorded approximately $29,000 of accrued and unpaid interest related to the First Note and Second Note. The Bridge Notes include customary events of default, including if any portion of either of the Bridge Notes is not paid when due; if the Company defaults in the performance of any other material term, agreement, covenant or condition of either of the Bridge Notes, subject to a cure period; if any final judgment for the payment of money is rendered against the Company and it 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 is appointed for the Company, or if it is adjudicated bankrupt or insolvent. In the event of an event of default, the Bridge Notes will accelerate and become immediately due and payable at the option of the holder. Interest expense related to total long-term debt for the years ended December 31, 2020 and 2019 was $118,000 and $236,000, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 16. Leases As Lessee The Company has an operating lease for its warehouse facility in Ohio. 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 continued 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 22 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. 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 $9,000 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 initial measurement of the operating lease right-of-use assets and liabilities as of January 1, 2020 and the balances as of December 31, 2020, including the changes during the year. 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 (173,000 ) Addition of operating lease right-of -use asset 71,000 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 December 31, 2020 $ 36,000 Operating lease liabilities Operating lease liabilities at January 1, 2020 $ 3,300,000 Principal payments on operating lease liabilities (165,000 ) Addition of operating lease liability 71,000 Write-off of lease liability related to headquarters lease termination (3,135,000 ) Write-off of lease liability related to other lease terminations (35,000 ) Operating lease liabilities at December 31, 2020 36,000 Less non-current portion - Current portion at December 31, 2020 $ 36,000 As of December 31, 2020, the Company’s operating lease has a weighted-average remaining lease term of 0.8 years and a weighted-average discount rate of 5.0%. The maturity of the operating lease liability is as follows: As of December 31, 2020 2021 $ 37,000 Total operating lease payments 37,000 Less imputed interest (1,000 ) Present value of operating lease liabilities $ 36,000 Total lease expense was approximately $294,000 and $542,000 for the twelve months ended December 31, 2020 and 2019, respectively. Lease expense was 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 December 31, 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 Initial measurement at January 1, 2020 $ 41,000 Less depreciation of Finance lease right-of-use assets (21,000 ) Finance lease right-of-use assets at December 31, 2020 $ 20,000 Finace lease Initial measurement at January 1, 2020 $ 41,000 Less principal payments on Finance lease liabilities (19,000 ) Finance lease liabilities as of December 31, 2020 22,000 Less non-current portion - Current portion at December 31, 2020 $ 22,000 As of December 31, 2020, the Company’s finance leases have a weighted-average remaining lease term of 0.9 years and a weighted-average discount rate of 5.52%. The maturities of the finance lease liabilities are as follows: As of December 31, 2020 2021 22,000 Total Finance lease payments 22,000 Less imputed interest - Present value of Finance lease liabilities $ 22,000 For the years ended December 31, 2020 and 2019, total lease costs under finance leases were approximately $21,000 and $48,000, 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation 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 were named as defendants in ten substantially similar actions brought by purported stockholders of the Company arising out of the Merger: Henson v. NTN Buzztime, Inc. Monsour v. NTN Buzztime, Inc. Amanfo v. NTN Buzztime, Inc. Carlson v. NTN Buzztime, Inc. Finger v. NTN Buzztime, Inc. Falikman v. NTN Buzztime, Inc. Haas v. NTN Buzztime, Inc. Gallo v. NTN Buzztime, Inc. Chinta v. NTN Buzztime, Inc. Nicosia v. NTN Buzztime, Inc. Chinta and Nicosia Henson Monsour Henson Chinta Amanfo Falikman Carlson Gallo, The Company and its directors deny any wrongdoing or liability with respect to the allegations and claims asserted, or which could have been asserted, in the Stockholder Actions, as the Company believes the disclosures set forth in the Form S-4 complied fully with applicable law. Nevertheless, in order to avoid nuisance, potential expense and delay, and to provide additional information to the Company’s stockholders, the Company determined to voluntarily supplement the Form S-4 with further disclosures (the “Supplemental Disclosures”) on Form 8-K, filed on February 26, 2021. These Supplemental Disclosures discussed, inter alia Henson Chinta Monsour Amanfo Carlson Nicosia Haas On March 5, 2021, the Company and its directors were named as defendants in a putative class action brought by a purported stockholder in the Court of Chancery of the State of Delaware, entitled Carlson v. NTN Buzztime, Inc |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Accumulated Other Comprehensive Income | 18. 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, 2020 and 2019, $245,000 and $268,000, respectively, of accumulated foreign currency translation adjustments were recorded in accumulated other comprehensive income. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Retirement Savings Plan | 19. 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 Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | 20. Subsequent Event Third Bridge Loan As discussed in Note 3 and Note 15, in addition to the First Note and Second Note the Company issued in exchange for the $1,000,000 bridge loan and the $500,000 bridge loan Fertilemind, on behalf of eGames.com, gave to the Company on September 18, 2020 and December 1, 2021, respectively, on January 12, 2021, eGames.com agreed to loan, or cause Fertilemind, on behalf of eGames.com, to loan an additional $200,000 to the Company on January 12, 2021. Upon receipt of such $200,000 loan, on January 12, 2021, the Company issued a third unsecured promissory note (the “Third Note,” and together with the First Note and the Second Note, the “Bridge Notes”) evidencing such loan. The principal amount of the Third Note accrues interest at the rate of 10% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually. The principal amount of the Bridge Notes and accrued interest thereon is due and payable upon the earlier of (i) the termination of the APA, (ii) the closing of a Business Combination (as defined in the Bridge Notes), and (iii) April 30, 2021. Upon the closing of the Asset Sale, the outstanding principal amount of the Bridge Notes and all accrued and unpaid interest thereon will be applied against the purchase price under the APA, and the Bridge Notes will be extinguished. The Company may use the proceeds under the Bridge Notes for, among other things, the payment of obligations related to the transactions contemplated by the APA and the Merger and other general working capital purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies And Estimates (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 |
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. Such equipment is 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. 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, 2020, the Company determined there were no changes to the estimated useful lives for any of its assets. |
Goodwill | Goodwill Intangibles – Goodwill and Other. |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers 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: Years ended December 31, 2020 2019 $ % of Total $ % of Total Subscription revenue 4,882,000 84.2 % 14,278,000 72.1 % Hardware revenue 426,000 7.3 % 2,350,000 11.9 % Other revenue 492,000 8.5 % 3,178,000 16.0 % Total 5,800,000 100.0 % 19,806,000 100.0 % 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. During 2019, the Company’s agreements with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees ended in November 2019 in accordance with their terms. As a result, the Company ended 2019 with 1,440 sites. As of December 31, 2020, the number of sites declined to 1,036 venues, primarily due 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 years ended December 31, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Year Ended 2020 2019 Buffalo Wild Wings revenue $ 199,000 $ 6,820,000 Percent of total revenue 3 % 34 % As of December 31, 2020 and 2019, approximately $112,000 and $158,000, respectively, was included in gross 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, 2020 and 2019 were as follows: Year Ended 2020 2019 United States $ 5,480,000 $ 19,153,000 Canada 320,000 653,000 Total $ 5,800,000 $ 19,806,000 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 December 31, 2020, including the change during the period. Deferred Balance at January 1, 2020 $ 460,000 New performance obligations 218,000 Revenue recognized (600,000 ) Balance at December 31, 2020 78,000 Less non-current portion (2,000 ) Current portion at December 31, 2020 $ 76,000 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 December 31, 2020, including the change during the period. Installation Sales Total Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 98,000 70,000 168,000 Deferred costs recognized (233,000 ) (137,000 ) (370,000 ) Balance at December 31, 2020 52,000 20,000 72,000 |
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, 2020 and 2019, 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 year ended December 31, 2020 and 2019, the Company recognized an impairment charge of $248,000 and $550,000, 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. |
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 June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The Company disaggregates revenue by material revenue stream as follows: Years ended December 31, 2020 2019 $ % of Total $ % of Total Subscription revenue 4,882,000 84.2 % 14,278,000 72.1 % Hardware revenue 426,000 7.3 % 2,350,000 11.9 % Other revenue 492,000 8.5 % 3,178,000 16.0 % Total 5,800,000 100.0 % 19,806,000 100.0 % 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, 2020 and 2019, and the percentage of total revenue that such amount represents for such periods: Year Ended 2020 2019 Buffalo Wild Wings revenue $ 199,000 $ 6,820,000 Percent of total revenue 3 % 34 % |
Schedule of Revenues Geographic Breakdown | The geographic breakdown of the Company’s revenue for the years ended December 31, 2020 and 2019 were as follows: Year Ended 2020 2019 United States $ 5,480,000 $ 19,153,000 Canada 320,000 653,000 Total $ 5,800,000 $ 19,806,000 |
Schedule of Contract Liabilities | The table below shows the balance of contract liabilities as of January 1, 2020 and December 31, 2020, including the change during the period. Deferred Balance at January 1, 2020 $ 460,000 New performance obligations 218,000 Revenue recognized (600,000 ) Balance at December 31, 2020 78,000 Less non-current portion (2,000 ) Current portion at December 31, 2020 $ 76,000 |
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 December 31, 2020, including the change during the period. Installation Sales Total Balance at January 1, 2020 $ 187,000 $ 87,000 $ 274,000 Incremental costs deferred 98,000 70,000 168,000 Deferred costs recognized (233,000 ) (137,000 ) (370,000 ) Balance at December 31, 2020 52,000 20,000 72,000 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Fixed assets are recorded at cost and consist of the following at December 31, 2020 and 2019: As of December 31, 2020 2019 Site equipment $ 7,830,000 $ 8,856,000 Machinery and equipment 1,423,000 1,570,000 Furniture and fixtures - 314,000 Leasehold improvements - 1,240,000 Vehicle - 15,000 9,253,000 11,995,000 Accumulated depreciation and amortization (8,751,000 ) (9,173,000 ) Total $ 502,000 $ 2,822,000 |
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, 2020 2019 United States $ 487,000 $ 2,760,000 Canada 15,000 62,000 Total fixed assets $ 502,000 $ 2,822,000 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table shows the changes in the carrying amount of goodwill for the year ended December 31, 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 December 31, 2020 $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Schedule of Weighted Average Assumptions | The following weighted-average assumptions were used for grants issued during 2019 under the ASC No. 718 requirements: 2019 Weighted average risk-free rate 1.68 % Weighted average volatility 105.53 % Dividend yield 0.00 % Expected term 5.37 years |
Summary of Stock Option Activity | The following table summarizes stock option activities for the years ended December 31, 2020 and 2019: Outstanding Weighted Weighted Aggregate Intrinsic Outstanding January 1, 2019 147,000 $ 18.20 6.08 $ - Granted 3,000 3.15 - - Cancelled (6,000 ) 13.32 - - Forfeited (2,000 ) 6.24 - - Outstanding December 31, 2019 142,000 18.26 5.14 - Cancelled (115,000 ) 17.55 - - Forfeited (1,000 ) 8.09 - - Outstanding December 31, 2020 26,000 $ 21.76 4.56 $ - Options vested and exercisable at December 31, 2020 26,000 $ 21.76 4.56 $ - |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the years ended December 31, 2020 and 2019: Outstanding Weighted January 1, 2019 61,000 $ 4.94 Granted 77,000 3.35 Released (38,000 ) 4.09 Canceled (43,000 ) 4.17 December 31, 2019 57,000 $ 3.57 Granted 172,000 2.51 Released (58,000 ) 3.05 Cancelled (80,000 ) 2.65 December 31, 2020 91,000 $ 2.71 Balance expected to vest at December 31, 2020 78,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Current and Deferred Income Tax Provision (Benefit) | For each of the years ended December 31, 2020 and 2019, current tax provisions and current deferred tax provisions were recorded as follows: Years ended December 31, 2020 2019 Current Tax Provision Federal $ - $ - State (14,000 ) (25,000 ) Foreign 5,000 2,000 (9,000 ) (23,000 ) Deferred Tax Provision Federal - - State (12,000 ) 2,000 Foreign 27,000 (6,000 ) 15,000 (4,000 ) Total Tax Provision Federal - - State (26,000 ) (23,000 ) Foreign 32,000 (4,000 ) $ 6,000 $ (27,000 ) |
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, 2020 and 2019 as follows: As of December 31, 2020 2019 Deferred Tax Assets: NOL carryforwards $ 1,873,000 $ 14,730,000 UK NOL carryforwards 572,000 552,000 Allowance for doubtful accounts 193,000 92,000 Compensation and vacation accrual - 57,000 Operating accruals - 6,000 Research and experimentation, AMT and foreign tax credits 126,000 126,000 Texas margin tax credit 91,000 106,000 Fixed assets and intangibles 397,000 - Lease liabilities 9,000 854,000 Other 704,000 846,000 Total gross deferred tax assets 3,965,000 17,369,000 Valuation allowance (3,516,000 ) (16,218,000 ) Net deferred tax assets 449,000 1,151,000 Deferred Tax Liabilities: Capitalized software 354,000 497,000 Right of use assets 10,000 544,000 Fixed assets and intangibles - 45,000 Foreign 47,000 47,000 Other 4,000 - Total gross deferred liabilities 415,000 1,133,000 Net deferred taxes $ 34,000 $ 18,000 |
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, 2020 2019 Tax at federal income tax rate $ 930,000 $ 424,000 State provision (26,000 ) (23,000 ) Foreign tax differential 35,000 (2,000 ) Change in valuation allowance (939,000 ) (429,000 ) Permanent items 6,000 3,000 Total Provision $ 6,000 $ (27,000 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Right-of-use Assets and Liabilities | The tables below show the initial measurement of the operating lease right-of-use assets and liabilities as of January 1, 2020 and the balances as of December 31, 2020, including the changes during the year. 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 (173,000 ) Addition of operating lease right-of -use asset 71,000 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 December 31, 2020 $ 36,000 Operating lease liabilities Operating lease liabilities at January 1, 2020 $ 3,300,000 Principal payments on operating lease liabilities (165,000 ) Addition of operating lease liability 71,000 Write-off of lease liability related to headquarters lease termination (3,135,000 ) Write-off of lease liability related to other lease terminations (35,000 ) Operating lease liabilities at December 31, 2020 36,000 Less non-current portion - Current portion at December 31, 2020 $ 36,000 |
Schedule of Maturities of Operating Leases | As of December 31, 2020, the Company’s operating lease has a weighted-average remaining lease term of 0.8 years and a weighted-average discount rate of 5.0%. The maturity of the operating lease liability is as follows: As of December 31, 2020 2021 $ 37,000 Total operating lease payments 37,000 Less imputed interest (1,000 ) Present value of operating lease liabilities $ 36,000 |
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 December 31, 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 Initial measurement at January 1, 2020 $ 41,000 Less depreciation of Finance lease right-of-use assets (21,000 ) Finance lease right-of-use assets at December 31, 2020 $ 20,000 Finace lease Initial measurement at January 1, 2020 $ 41,000 Less principal payments on Finance lease liabilities (19,000 ) Finance lease liabilities as of December 31, 2020 22,000 Less non-current portion - Current portion at December 31, 2020 $ 22,000 |
Schedule of Maturities of Financing Leases | The maturities of the finance lease liabilities are as follows: As of December 31, 2020 2021 22,000 Total Finance lease payments 22,000 Less imputed interest - Present value of Finance lease liabilities $ 22,000 |
Organization of Company (Detail
Organization of Company (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Number | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of venues | 1,036 |
Percentage of entertainment network | 18.00% |
Covid-19 Update (Details Narrat
Covid-19 Update (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer subscriptions | 100.00% | 100.00% |
Customers [Member] | ||
Customer subscriptions | 70.00% | |
Customers Remain [Member] | ||
Customer subscriptions | 19.00% |
Merger Agreement and Asset Pu_2
Merger Agreement and Asset Purchase Agreement (Details Narrative) - USD ($) | Jan. 12, 2021 | Dec. 02, 2020 | Sep. 18, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 12, 2020 |
Proceed from sale of assets | $ 2,000,000 | |||||
Merger Agreement [Member] | Minimum [Member] | Bridge Loans [Member] | ||||||
Debt instrument, interest rate | 8.00% | |||||
Merger Agreement [Member] | Maximum [Member] | Bridge Loans [Member] | ||||||
Debt instrument, interest rate | 10.00% | |||||
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] | Fertilemind Management LLC [Member] | ||||||
Proceed from sale of assets | $ 2,000,000 | |||||
Asset Purchase Agreement [Member] | Bridge Loans [Member] | ||||||
Additional proceeds from loan | $ 500,000 | $ 1,000,000 | ||||
Asset Purchase Agreement [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | ||||||
Proceeds from loan | $ 500,000 | |||||
Asset Purchase Agreement [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Subsequent Event [Member] | ||||||
Proceeds from loan | $ 200,000 | |||||
Additional proceeds from loan | $ 200,000 | |||||
Asset Purchase Agreement [Member] | eGames.com Holdings LLC [Member] | Bridge Loans [Member] | ||||||
Proceed from sale of assets | $ 2,000,000 | |||||
Proceeds from loan | $ 1,000,000 |
Live Hosted Trivia Asset Sale (
Live Hosted Trivia Asset Sale (Details Narrative) - USD ($) | Sep. 02, 2020 | Jan. 13, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from sale of property plant and equipment | $ 29,000 | ||||
Proceed from sale of assets | $ 2,000,000 | ||||
Asset Purchase Agreement [Member] | Sporcle, Inc [Member] | |||||
Gross proceeds from sale of property plant and equipment | $ 1,360,000 | ||||
Proceeds from sale of property plant and equipment | 1,260,000 | ||||
Indemnification claims amount | $ 60,000 | $ 100,000 | $ 100,000 | ||
Agreement description | In August 2020, the Company and Sporcle entered into an agreement and amendment to the asset purchase agreement to change the end of the indemnification period from January 31, 2021 to August 31, 2020 in exchange for a $40,000 reduction to the $100,000 holdback amount. | ||||
Proceed from sale of assets | $ 1,225,000 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2020 | Apr. 18, 2020 | |
Net loss | $ (4,415,000) | $ (2,047,000) | |||
Unrestricted cash | 777,000 | ||||
Debt instrument principal amount | 2,032,000 | ||||
Negative working capital | (636,000) | ||||
Proceed from sale of assets | 2,000,000 | ||||
Paycheck Protection Program [Member] | |||||
Debt instrument principal amount | $ 532,000 | 532,000 | $ 1,625,000 | ||
Debt forgiven | 1,093,000 | ||||
Loan amount | $ 1,625,100 | ||||
Avid Bank Term Loan [Member] | Paycheck Protection Program [Member] | |||||
Debt instrument principal amount | $ 1,500,000 | $ 532,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Estimates (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)Number | Dec. 31, 2019USD ($)Number | |
Foreign currency transaction losses | $ 16 | $ 48 |
Loss for the disposition of site equipment | 307 | 591 |
Wrote off unamortized tenant improvement allowance | $ 890 | |
Number of venues | Number | 1,036 | |
Research and development costs | $ 2 | 26 |
Amortization expense for capitalized software development | 551 | 519 |
Capitalized software costs not subject to amortization | 123 | 177 |
Advertising costs | ||
Buffalo Wild Wing [Member] | ||
Number of venues | Number | 1,440 | |
Number of venues declined | Number | 1,036 | |
Accounts receivable from related party | $ 112 | $ 158 |
Fixed Assets [Member] | ||
Loss for the disposition of site equipment | 54 | 127 |
Vehicles [Member] | ||
Leasehold improvement assets | 87 | |
Furniture and fixtures | $ 197 | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | P3Y | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | P5Y | |
Software Development Projects [Member] | ||
Impairment charges | $ 248 | $ 550 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Estimates - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 5,800 | $ 19,806 |
Percentage of Total Revenue | 100.00% | 100.00% |
Buffalo Wild Wings [Member] | ||
Total revenue | $ 199 | $ 6,820 |
Percentage of Total Revenue | 3.00% | 34.00% |
Subscription Revenue [Member] | ||
Total revenue | $ 4,882 | $ 14,278 |
Percentage of Total Revenue | 84.20% | 72.10% |
Hardware Revenue [Member] | ||
Total revenue | $ 426 | $ 2,350 |
Percentage of Total Revenue | 7.30% | 11.90% |
Other Revenue [Member] | ||
Total revenue | $ 492 | $ 3,178 |
Percentage of Total Revenue | 8.50% | 16.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Estimates - Schedule of Revenues Geographic Breakdown (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 5,800 | $ 19,806 |
United States [Member] | ||
Total revenue | 5,480 | 19,153 |
Canada [Member] | ||
Total revenue | $ 320 | $ 653 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Estimates - Schedule of Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Balance at January 1, 2020 | $ 460 |
New performance obligations | 218 |
Revenue recognized | (600) |
Balance at December 31, 2020 | 78 |
Less non-current portion | (2) |
Current portion | $ 76 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Estimates - Schedule of Unamortized Installation Cost and Sales Commissions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Balance, beginning | $ 274 |
Incremental costs deferred | 168 |
Deferred costs recognized | (370) |
Balance, ending | 72 |
Installation Costs [Member] | |
Balance, beginning | 187 |
Incremental costs deferred | 98 |
Deferred costs recognized | (233) |
Balance, ending | 52 |
Sales Commissions [Member] | |
Balance, beginning | 87 |
Incremental costs deferred | 70 |
Deferred costs recognized | (137) |
Balance, ending | $ 20 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 02, 2019 | Dec. 02, 2018 |
Short-term restricted cash | $ 50 | ||||
Early lease termination payment | $ 200 | (9) | |||
Restricted Stock Units [Member] | |||||
Deposit | 250 | ||||
Short-term restricted cash | $ 50 | ||||
Avidbank [Member] | |||||
Line of credit facility | $ 200 | $ 250 | |||
Reduction in line of credit facility | $ 50 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 1,188 | $ 2,358 |
Fixed Assets, Net - Schedule of
Fixed Assets, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 9,253 | $ 11,995 |
Accumulated depreciation | (8,751) | (9,173) |
Property and equipment, net | 502 | 2,822 |
Site Equipment [Member] | ||
Property and equipment, gross | 7,830 | 8,856 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 1,423 | 1,570 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 314 | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 1,240 | |
Vehicles [Member] | ||
Property and equipment, gross | $ 15 |
Fixed Assets, Net - Schedule _2
Fixed Assets, Net - Schedule of Asset Geographic Breakdown (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total fixed assets | $ 502 | $ 2,822 |
United States [Member] | ||
Total fixed assets | 487 | 2,760 |
Canada [Member] | ||
Total fixed assets | $ 15 | $ 62 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill balance | $ 696 | ||
Impairment loss on goodwill | $ 662 | $ 662 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, beginning balance | $ 696 | $ 696 | |
Effects of Foreign Currency | (34) | ||
Goodwill impairment | $ (662) | (662) | |
Goodwill, ending balance | $ 696 |
Basic and Diluted Earnings Pe_2
Basic and Diluted Earnings Per Common Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares excluded from earnings per share | 210,000 | 210,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 17, 2020 | |
Stock options, granted | |||||
Share based compensation | $ 199 | $ 206 | |||
Weighted average grant date fair value | $ 2.49 | ||||
Restricted stock units vested and settled | 58,000 | 38,000 | |||
Common stock issued, withholding taxes | 42,000 | 26,000 | |||
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 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Weighted average grant date fair value | $ 2.51 | $ 3.35 | |||
Restricted stock units, granted | 172,000 | 77,000 | |||
Restricted Stock Units [Member] | |||||
Weighted average grant date fair value | $ 2.51 | $ 3.35 | |||
Restricted stock units, granted | 172,000 | 77,000 | |||
Restricted Stock Units [Member] | Former Chief Executive Officer [Member] | |||||
Restricted stock units, granted | 30,000 | ||||
Outstanding equity interests | 51.00% | ||||
Share based payment vested number of shares | 5,000 | 5,000 | 10,000 | ||
Series A Cumulative Convertible Preferred Stock [Member] | |||||
Unamortized compensation expense | |||||
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 | $ 1.8563 | ||||
Stock issued during period conversion of converible securities, shares | 0.54 | ||||
Number of shares converted | 84,000 | ||||
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. | ||||
2019 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Stock option to purchase common stock | 82,000 | ||||
2019 Performance Incentive Plan [Member] | Common Stock [Member] | |||||
Stock option to purchase common stock | 2,000 | ||||
2019 Performance Incentive Plan [Member] | Maximum [Member] | |||||
Number of option available for grants | 240,000 | ||||
2010 Performance Incentive Plan [Member] | Common Stock [Member] | |||||
Stock option to purchase common stock | 24,000 | ||||
2010 Performance Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Stock option to purchase common stock | 9,000 | ||||
2014 Plan [Member] | |||||
Stock option to purchase common stock | 85,000 | ||||
Share-based awards expiration date, description | Expires in September 2024. | ||||
2014 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Stock option to purchase common stock | |||||
2014 Plan [Member] | Common Stock [Member] | |||||
Stock option to purchase common stock |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity | |
Weighted average risk-free rate | 1.68% |
Weighted average volatility | 105.53% |
Dividend yield | 0.00% |
Expected term | 5 years 4 months 13 days |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options Granted | ||
Stock Option Grants [Member] | ||
Options Outstanding, beginning balance | 142,000 | 147,000 |
Options Granted | 3,000 | |
Options Cancelled | (115,000) | (6,000) |
Options Forfeited | (1,000) | (2,000) |
Options Outstanding, ending balance | 26,000 | 142,000 |
Options vested and exercisable | 26,000 | |
Weighted Average Exercise Price Per Share Outstanding, beginning balance | $ 18.26 | $ 18.20 |
Weighted Average Exercise Price Per Share Granted | 3.15 | |
Weighted Average Exercise Price Per Share Cancelled | 17.55 | 13.32 |
Weighted Average Exercise Price Per Share Forfeited | 8.09 | 6.24 |
Weighted Average Exercise Price Per Share Outstanding, ending balance | 21.76 | $ 18.26 |
Weighted Average Exercise Price Per Share vested and exercisable | $ 21.76 | |
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning balance | 5 years 1 month 20 days | 6 years 29 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, ending balance | 4 years 6 months 21 days | 5 years 1 month 20 days |
Weighted Average Remaining Contractual Life (in years) vested and exercisable | 4 years 6 months 21 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) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Fair Value Per Share, Granted | $ 2.49 | |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding Restricted Stock Units, Beginning | 57,000 | 61,000 |
Outstanding Restricted Stock Units, Granted | 172,000 | 77,000 |
Outstanding Restricted Stock Units, Released | (58,000) | (38,000) |
Outstanding Restricted Stock Units, Cancelled | (80,000) | (43,000) |
Outstanding Restricted Stock Units, Ending | 91,000 | 57,000 |
Outstanding Restricted Stock Units, Exercisable | 78,000 | |
Weighted Average Fair Value Per Share, Beginning | $ 3.57 | $ 4.94 |
Weighted Average Fair Value Per Share, Granted | 2.51 | 3.35 |
Weighted Average Fair Value Per Share, Released | 3.05 | 4.09 |
Weighted Average Fair Value Per Share, Cancelled | 2.65 | 4.17 |
Weighted Average Fair Value Per Share, Ending | $ 2.71 | $ 3.57 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Jun. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Net change in valuation allowance | $ 939 | $ 429 | |
Reduction in use of net operating loss carryforwards | $ 61,965 | ||
Estimated reduction in gross deferred tax assets | 11,021 | ||
Deferred tax asset NOLs | 1,873 | $ 14,730 | |
2005 and Prior Year [Member] | |||
Deferred tax asset NOLs | 439 | ||
Federal Income Tax Purposes [Member] | |||
NOL carryforwards | 5,310 | ||
State Income Tax Purposes [Member] | |||
NOL carryforwards | 16,051 | ||
State Tax [Member] | |||
State tax credit tax carryforwards | $ 114 | ||
Tax carryforwards description | expire in the years 2021 through 2027. |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current Tax Provision, Federal | ||
Current Tax Provision, State | (14) | (25) |
Current Tax Provision, Foreign | 5 | 2 |
Current Tax Provision, net | (9) | (23) |
Deferred Tax Provision, Federal | ||
Deferred Tax Provision, State | (12) | 2 |
Deferred Tax Provision, Foreign | 27 | (6) |
Deferred Tax Provision, net | 15 | (4) |
Total Tax Provision, Federal | ||
Total Tax Provision, State | (26) | (23) |
Total Tax Provision, Foreign | 32 | (4) |
Total Tax Provision, net | $ 6 | $ (27) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards | $ 1,873 | $ 14,730 |
UK NOL carryforwards | 572 | 552 |
Allowance for doubtful accounts | 193 | 92 |
Compensation and vacation accrual | 57 | |
Operating accruals | 6 | |
Research and experimentation, AMT and foreign tax credits | 126 | 126 |
Texas margin tax credit | 91 | 106 |
Fixed assets and intangibles | 397 | |
Lease liabilities | 9 | 854 |
Other | 704 | 846 |
Total gross deferred tax assets | 3,965 | 17,369 |
Valuation allowance | (3,516) | (16,218) |
Net deferred tax assets | 449 | 1,151 |
Capitalized software | 354 | 497 |
Right of use assets | 10 | 544 |
Fixed assets and intangibles | 45 | |
Foreign | 47 | 47 |
Other | 4 | |
Total gross deferred liabilities | 415 | 1,133 |
Net deferred taxes | $ 34 | $ 18 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Expected Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal income tax rate | $ 930 | $ 424 |
State provision | (26) | (23) |
Foreign tax differential | 35 | (2) |
Change in valuation allowance | (939) | (429) |
Permanent items | 6 | 3 |
Total Provision | $ 6 | $ (27) |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Jan. 12, 2021 | Dec. 01, 2020 | Apr. 18, 2020 | Apr. 18, 2020 | Nov. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2021 | Apr. 30, 2020 | Sep. 30, 2018 | Sep. 18, 2018 |
Principal amount | $ 2,032,000 | ||||||||||||
Interest expense debt | 118,000 | $ 236,000 | |||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Principal amount | $ 1,625,000 | $ 1,625,000 | $ 532,000 | 532,000 | |||||||||
Debt instrument, interest rate | 1.00% | 1.00% | |||||||||||
Debt forgiven | 1,093,000 | ||||||||||||
Loan amount | $ 1,625,100 | ||||||||||||
Debt maturity date | Apr. 18, 2022 | ||||||||||||
Paycheck Protection Program [Member] | November 2020 [Member] | |||||||||||||
Payment of debt | $ 532,000 | ||||||||||||
Debt forgiven | 1,093,000 | ||||||||||||
Loan amount | $ 1,625,000 | $ 1,625,000 | |||||||||||
Avid Bank Term Loan [Member] | Paycheck Protection Program [Member] | |||||||||||||
Principal amount | 1,500,000 | $ 532,000 | |||||||||||
Bridge Loans [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Principal amount | $ 500,000 | $ 1,000,000 | |||||||||||
Bridge Loans [Member] | Fertilemind Management LLC [Member] | Subsequent Event [Member] | |||||||||||||
Principal amount | $ 200,000 | $ 500,000 | |||||||||||
Avidbank [Member] | |||||||||||||
Prepayment of debt | $ 150,000 | ||||||||||||
Accrued interest | $ 350,000 | ||||||||||||
Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Proceeds from debt instrument | $ 500,000 | ||||||||||||
Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Minimum [Member] | |||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||
Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||
Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Maximum [Member] | |||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||
Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||
First Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Debt instrument, interest rate | 10.00% | 8.00% | |||||||||||
Third Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Subsequent Event [Member] | |||||||||||||
Proceeds from debt instrument | $ 200,000 | ||||||||||||
Third Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||
Third Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||
First Note and Second Note [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Principal amount | 1,500,000 | ||||||||||||
Accrued interest | 29,000 | ||||||||||||
Bridge Notes [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Principal amount | 1,700,000 | ||||||||||||
Loan and Security Agreement [Member] | Avid Bank Term Loan [Member] | |||||||||||||
Payment of debt | 433,000 | ||||||||||||
Debt instrument monthly principal payments | $ 83,333 | ||||||||||||
Loan and Security Agreement [Member] | Existing Lender [Member] | |||||||||||||
Principal amount | $ 4,050,000 | ||||||||||||
Loan and Security Agreement [Member] | Avidbank [Member] | |||||||||||||
Term loan amount | $ 4,000,000 | ||||||||||||
Term of loan | 48 months | ||||||||||||
Debt issuance costs | 26,000 | ||||||||||||
Asset Purchase Agreement [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Principal amount | 1,000,000 | ||||||||||||
Asset Purchase Agreement [Member] | Bridge Loans [Member] | Fertilemind Management LLC [Member] | |||||||||||||
Principal amount | $ 1,000,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Jul. 20, 2020 | Jun. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Operating leases description | The Company has an operating lease for its warehouse facility in Ohio. | ||||||
Financing leases description | The Company also has property held under finance leases that expire at various dates through 2021. | ||||||
Operating lease liabilities | $ 36 | $ 3,300 | $ 3,458 | ||||
Operating lease right-of-use assets | 36 | 2,101 | $ 2,336 | ||||
Accumulated deficit | (135,888) | (131,457) | |||||
Gain on termination | $ 200 | $ (9) | |||||
Operating lease weighted-average remaining lease term | 9 months 18 days | ||||||
Operating lease weighted-average discount rate lease | 5.00% | ||||||
Financing leases weighted-average remaining lease term | 10 months 25 days | ||||||
Financing leases weighted-average discount rate lease | 5.52% | ||||||
Financing lease cost | $ 21 | 48 | |||||
Selling, General and Administrative Expenses [Member] | |||||||
Operating lease expense | 294 | $ 542 | |||||
Lease Termination Agreement [Member] | |||||||
Operating lease liabilities | 3,135 | $ 3,135 | |||||
Operating lease right-of-use assets | 1,913 | 1,913 | |||||
Security deposits | $ 260 | 260 | |||||
Restricted cash | 200 | ||||||
Rent | 64 | 121 | |||||
Lessor sale amount | 80 | ||||||
Dispose of furniture | $ 5 | $ 5 | |||||
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 | 9 | ||||||
Unamortized tenant improvement allowance | $ 890 | ||||||
Loss on the disposal of fixed assets | 282 | ||||||
Furniture and fixtures | 197 | 197 | |||||
Other leasehold improvement assets | $ 85 | $ 85 | |||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Revision of Prior Period, Adjustment [Member] | ASU 2016-02 [Member] | |||||||
Accumulated deficit | $ 0 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use assets, Beginning | $ 2,101 | |
Amortization of operating lease right-of-use assets | (173) | $ (291) |
Addition of operating lease right-of -use asset | 71 | |
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, Ending | 36 | 2,101 |
Operating lease liabilities, Beginning | 3,300 | |
Principal payments on operating lease liabilities | (165) | |
Addition of operating lease liability | 71 | |
Write-off of lease liability related to headquarters lease termination | (3,135) | |
Write-off of lease liability related to other lease terminations | (35) | |
Operating lease liabilities, Ending | 36 | 3,300 |
Less non-current portion | (2,891) | |
Current portion | $ 36 | $ 409 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
2021 | $ 37 | ||
Total operating lease payments | 37 | ||
Less imputed interest | (1) | ||
Present value of operating lease liabilities | $ 36 | $ 3,300 | $ 3,458 |
Leases - Schedule of Financing
Leases - Schedule of Financing Lease Right-of-use Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Initial measurement at January 1, 2020 | $ 41 |
Less depreciation of Finance lease right-of-use assets | (21) |
Finance lease right-of-use assets at December 31, 2020 | 20 |
Initial measurement at January 1, 2020 | 41 |
Less principal payments on finance lease liabilities | (19) |
Finance lease liabilities as of December 31, 2020 | 22 |
Less non-current portion | |
Current portion at December 31, 2020 | $ 22 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Financing Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 22 | |
Total Finance lease payments | 22 | |
Less imputed interest | ||
Present value of Finance lease liabilities | $ 22 | $ 41 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Shareholders' Equity | ||
Accumulated foreign currency translation adjustments | $ 245 | $ 268 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
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 Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Jan. 12, 2021 | Dec. 01, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Sep. 18, 2018 |
Debt instrument principal amount | $ 2,032,000 | ||||
Fertilemind Management LLC [Member] | Bridge Loans [Member] | |||||
Debt instrument principal amount | $ 500,000 | $ 1,000,000 | |||
Fertilemind Management LLC [Member] | Bridge Loans [Member] | Subsequent Event [Member] | |||||
Debt instrument principal amount | $ 200,000 | $ 500,000 | |||
Fertilemind Management LLC [Member] | Bridge Loans [Member] | Subsequent Event [Member] | Third Note [Member] | |||||
Proceeds from debt instrument | $ 200,000 | ||||
Fertilemind Management LLC [Member] | Bridge Loans [Member] | Subsequent Event [Member] | Third Note [Member] | Minimum [Member] | |||||
Debt instrument, interest rate | 10.00% | ||||
Fertilemind Management LLC [Member] | Bridge Loans [Member] | Subsequent Event [Member] | Third Note [Member] | Maximum [Member] | |||||
Debt instrument, interest rate | 15.00% |