Explanation of our Restatement | Note 17 – Explanation of our Restatement he Company is filing this Amendment No. 1 on Form 10-K/A to its Annual Report for the Annual period ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on March 25, 2020 (the “Original Report”) in response to certain issues set forth in our Current Report on Form 8-K filed with the SEC on May 15, 2020 (the “Form 8-K”). The financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019 require restatement in order to correct the presentation of unrealized losses on our investment in Allied Esports Entertainment, Inc. In accordance with Accounting Standards Update No. 2016-01 – Financial Instruments – Overall (Subtopic 825-10) BLACK RIDGE OIL & GAS, INC. CONSOLIDATED BALANCE SHEETS As Originally Reported As Restated December 31, December 31, 2019 Adjusted 2019 ASSETS Current assets: Cash and cash equivalents $ 108,756 $ – $ 108,756 Receivable from Allied Esports Entertainment, Inc. 505 – 505 Prepaid expenses 47,151 – 47,151 Total current assets 156,412 – 156,412 Property and equipment: Property and equipment 134,202 – 134,202 Less accumulated depreciation (127,803 ) – (127,803 ) Total property and equipment, net 6,399 – 6,399 Investment in Allied Esports Entertainment, Inc. 6,982,300 – 6,982,300 Total assets $ 7,145,111 $ – $ 7,145,111 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 35,727 $ – $ 35,727 Accrued expenses 14,220 – 14,220 Deferred compensation 1,396,460 – 1,396,460 Total current liabilities 1,446,407 – 1,446,407 Long term liabilities – – – Total liabilities 1,446,407 – 1,446,407 Commitments and contingencies – – – Stockholders' equity: Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding – – – Common stock, $0.001 par value, 500,000,000 shares authorized, 1,600,484 shares issued and outstanding 1,600 – 1,600 Additional paid-in capital 37,054,503 – 37,054,503 Accumulated other comprehensive income (4,968,175 ) 4,968,175 – Accumulated deficit (26,389,224 ) (4,968,175 ) (31,357,399 ) Total stockholders' equity 5,698,704 – 5,698,704 Total liabilities, redeemable non-controlling interest and stockholders' equity $ 7,145,111 $ – $ 7,145,111 The accompanying notes are an integral part of these financial statements. BLACK RIDGE OIL & GAS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS As Originally Reported Adjusted As Restated Management fee income $ 466,595 $ – $ 466,595 Total revenues 466,595 – 466,595 Operating expenses: General and administrative expenses: Salaries and benefits 1,172,745 – 1,172,745 Stock-based and compensation 100,526 – 100,526 Deferred compensation 1,396,460 – 1,396,460 Professional services 132,505 – 132,505 Other general and administrative expenses 259,968 – 259,968 Total general and administrative expenses 3,062,204 – 3,062,204 Depreciation and amortization 872 – 872 Total operating expenses 3,063,076 – 3,063,076 Net operating loss (2,596,481 ) – (2,596,481 ) Other income (expense): Gain on deconsolidation of subsidiary 20,448,687 – 20,448,687 Other income 51 – 51 Loss on investment in Allied Esports Entertainment, Inc. – (4,968,175 ) (4,968,175 ) Total other income 20,448,738 (4,968,175 ) 15,480,563 Net income before provision for income taxes 17,852,257 (4,968,175 ) 12,884,082 Provision for income taxes – – – Net income from continuing operations, net of tax 17,852,257 (4,968,175 ) 12,884,082 Net income (loss) from discontinued operations (7,421,050 ) – (7,421,050 ) Net income before non-controlling interest 10,431,207 (4,968,175 ) 5,463,032 Less net income attributable to redeemable non-controlling interest (1,332,529 ) – (1,332,529 ) Net income (loss) attributable to Black Ridge Oil & Gas, Inc. $ 9,098,678 $ (4,968,175 ) $ 4,130,503 Other comprehensive income: Unrealized loss on investments $ (4,968,175 ) $ 4,968,175 $ – Net other comprehensive income (loss) attributed to Black Ridge Oil & Gas, Inc. $ 4,130,503 $ 4,130,503 $ – Weighted average common shares outstanding - basic 1,600,484 – 1,600,484 Weighted average common shares outstanding - fully diluted 1,601,346 – 1,601,346 Net income per common share - basic $ 5.68 $ (3.10 ) $ 2.58 Net income per common share - fully diluted $ 5.68 $ (3.10 ) $ 2.58 The accompanying notes are an integral part of these financial statements. BLACK RIDGE OIL & GAS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS As Originally Reported Adjusted As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income attributable to Black Ridge Oil & Gas, Inc. $ 9,098,678 $ (4,968,175 ) $ 4,130,503 Net loss from discontinued operations 7,421,050 – 7,421,050 Net income attributable to redeemable non-controlling interest 1,332,529 – 1,332,529 Adjustments to reconcile net loss attributable to Black Ridge Oil & Gas, Inc. to net cash provided by (used in) operating activities: Gain on deconsolidation of subsidiary (20,448,687 ) – (20,448,687 ) Depreciation and amortization 872 – 872 Loss on investment in Allied Esports Entertainment, Inc. – 4,968,175 4,968,175 Amortization of stock options 100,526 – 100,526 Deferred compensation 1,396,460 – 1,396,460 Decrease (increase) in current assets: Accounts receivable 13 – 13 Accounts receivable, related party (505 ) – (505 ) Prepaid expenses (4,466 ) – (4,466 ) Increase (decrease) in current liabilities: Accounts payable 3,789 – 3,789 Accrued expenses 8,529 – 8,529 Net cash provided by (used in) operating activities of continuing operations (1,091,212 ) – (1,091,212 ) Net cash used in operating activities of discontinued operations (8,618,568 ) – (8,618,568 ) Net cash used in operating activities (9,709,780 ) – (9,709,780 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash disposed in deconsolidation (9,991,684 ) – (9,991,684 ) Purchase of property and equipment (6,046 ) – (6,046 ) Net cash used in investing activities of continuing operations (9,997,730 ) – (9,997,730 ) Net cash provided by investing activities of discontinued operations 16,880,792 – 16,880,792 Net cash provided by investing activities 6,883,062 – 6,883,062 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of stock warrants – – – Net cash provided by financing activities from continuing operations – – – Net cash provided by financing activities from discontinued operations 1,431,974 – 1,431,974 Net cash provided by financing activities 1,431,974 – 1,431,974 NET CHANGE IN CASH AND CASH EQUIVALENTS (1,394,744 ) – (1,394,744 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,503,500 – 1,503,500 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 108,756 $ – $ 108,756 SUPPLEMENTAL INFORMATION: Interest paid $ – $ – $ – Income taxes paid $ – $ – $ – NON-CASH INVESTING AND FINANCING ACTIVITIES: Unrealized loss on investment in AESE $ 4,968,175 $ (4,968,175 ) $ – Recognition of subsidiary equity upon deconsolidation $ 8,498,212 $ – $ 8,498,212 Non-cash investing and financing activities in discontinued operations $ 229,914,415 $ – $ 229,914,415 The accompanying notes are an integral part of these financial statements. |