| Business Combination Disclosure [Text Block] | 4. ACQUISITIONS Acquisition of Bannerfy, LTD On August 11, 2021, August 24, 2021, Pursuant to the Bannerfy Purchase Agreement, upon the consummation of the Bannerfy Acquisition (the “Bannerfy Closing”), the Company paid an initial payment (subject to a holdback as described below) of $2.45 million (the "Bannerfy Closing Consideration"), paid or to be paid as follows (i) $525,000 in the form of a cash payment, and (ii) $1.92 million in the form of shares of the Company's common stock, at a price per share of $4.10, the closing price of the Company’s common stock on the effective date of the Bannerfy Purchase Agreement, as reported on the Nasdaq Capital Market. Pursuant to the terms of the Bannerfy Purchase Agreement, $275,000 of the Bannerfy Closing Consideration (“Holdback Amount”), was withheld from the Bannerfy Closing Consideration to satisfy any indemnifiable losses incurred by the Company (as defined in the Bannerfy Purchase Agreement) prior to the first no first $4.10. In accordance with the Bannerfy Purchase Agreement, all remaining portions of the Bannerfy Purchase Price subsequent to the payment of the Bannerfy Closing Consideration, up to approximately $4.55 million (the "Contingent Consideration"), is payable upon the achievement of certain revenue and gross profit thresholds for the remainder of the 2021 December 31, 2022, December 31, 2023 ( 2021, 2022 2023 $4.10 The Bannerfy Acquisition was accounted for in accordance with ASC 805. 805, not not 805, Transaction costs incurred in connection with the Bannerfy Acquisition totaled $62,000, which are included as a component of the purchase price paid in connection with the Bannerfy Acquisition. The Bannerfy Purchase Price paid as of September 30, 2021, $2.45 $62,000 seven not Aggregated amortization expense for each of the three nine September 30, 2021, The Company hired the former director of Bannerfy (“Bannerfy Executive”), who was also a selling shareholder of Bannerfy. Pursuant to the provisions of the Bannerfy Purchase Agreement, in the event that the Bannerfy Executive ceases to be an employee, during any of the Earnout Periods, as a consequence of his resignation or termination for cause, as defined in the Bannerfy Purchase Agreement, the Bannerfy Executive shall only be entitled to such percentage of any Contingent Consideration payment which would otherwise be payable to him on a prorated basis based on the number of months employed during the applicable Earnout Period. Under ASC 805, not The Bannerfy Acquisition was treated for tax purposes as a nontaxable transaction and, as such, the historical tax bases of the acquired assets and assumed liabilities, net operating losses, and other tax attributes of Bannerfy will carryover. As a result, there is no not 805, 740, 740” Book Basis Tax Basis Difference Intangible assets acquired 2,512,000 - (2,512,000 ) Estimated net operating loss carryforwards - Bannerfy 144,000 144,000 Net deferred tax liability - pretax (2,368,000 ) Estimated tax rate 19 % Estimated net deferred tax liability – Pursuant to ASC 740 (1) $ (556,000 ) ( 1 Pursuant to ASC 740, Acquisition of Mobcrush On March 9, 2021, April 20, 2021, ( On June 1, 2021, 2014 The Merger was approved by the board of directors of each of the Company and Mobcrush, and was approved by the stockholders of Mobcrush. For purposes of complying with Nasdaq Listing Rule 5635, Transaction costs incurred by the Company relating to the Merger totaled $636,000 and were expensed as incurred in accordance with the acquisition method of accounting. In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Mobcrush from the Mobcrush Closing Date to the end of the current period presented herein (the "Stub Period"). Total revenues and net loss for Mobcrush operations, for the Stub Period, included in the consolidated statements of operations for each of the three nine September 30, 2021 The Company determined that the Merger constitutes a business acquisition as defined by Accounting Standards Codification (“ASC”) 805, Business Combinations 805. 820, Fair Value Measurements and Disclosures 820” The following table summarizes the determination of the fair value of the purchase price consideration paid in connection with the Merger: Equity Consideration at closing – common stock 12,067,571 Super League closing stock price per share on the Mobcrush Closing Date $4.96 Fair value of common stock issued $ 59,855,000 The fair value of the Company Common Stock used in determining the estimated fair value of the Merger Consideration was $4.96 per share based on the closing price of Company Common Stock on June 1, 2021, The purchase price allocation was based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in connection with the Merger, as follows: Amount Assets Acquired and Liabilities Assumed: Cash $ 586,000 Accounts receivable 1,266,000 Prepaids 141,000 Property and equipment 13,000 Identifiable intangible assets 19,500,000 Accounts payable and accrued expenses (2,008,000 ) Deferred revenue (130,000 ) Net deferred income tax liability (3,073,000 ) Identifiable net assets acquired 16,295,000 Goodwill 43,560,000 Total purchase price $ 59,855,000 The following table presents details of the fair values of the acquired intangible assets of Mobcrush: Estimated Useful Life (in years) Amount Preferred partner relationship 7 10,700,000 Developed technology 5 3,900,000 Influencers/content creators 5 2,000,000 Advertiser and agency relationships 5 1,900,000 Trademarks 7 500,000 Customer relationships 5 500,000 Total intangible assets acquired $ 19,500,000 Aggregated amortization expense for the three nine September 30, 2021, Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each vested option to acquire shares of Mobcrush common stock held by former Mobcrush employees was exercised so that, at the effective time of the Merger, shares of Mobcrush Common Stock issued upon exercise of these vested options received shares of Company Common Stock issuable as Merger Consideration. Unvested options to acquire shares of Mobcrush common stock that were outstanding immediately prior to the Mobcrush Closing Date were canceled, and a number of options to purchase shares of Company Common Stock were issued to replace the cancelled unvested Mobcrush options in a manner consistent with options historically granted by Super League under the Super League 2014 Pursuant to the terms of the Mobcrush Merger Agreement, 514,633 shares of the Company's common stock were reserved for Replacement Option grants to the former Mobcrush employees retained by the Company in connection with the Merger. As of September 30, 2021, 805, not not 718, Stock based Compensation, three nine September 30, 2021, Management is primarily responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Mobcrush Closing Date. Management considered a number of factors, including reference to a preliminary independent analysis of estimated fair values solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The analysis included a preliminary discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Mobcrush Closing Date. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of future estimated net cash flows. The Company is in the process of finalizing the estimates and assumptions developed in connection with the independent analysis of estimated fair values of intangible assets acquired solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. Any adjustments to the fair values of intangibles assets acquired, or estimates of economic useful lives of the intangible assets acquired, could impact the carrying value of those assets and related goodwill, as well as the estimates of periodic amortization of intangible assets acquired to be reflected in the statement of operations. In addition, the Company is in the process of finalizing its estimate and analysis of the fair values of certain tax attributes acquired. Any adjustments to the preliminary estimates of tax attributes acquired will increase or decrease the estimated net deferred tax liability recorded in connection with the acquisition method of accounting, with an offsetting adjustment to goodwill. The Merger was treated for tax purposes as a nontaxable transaction and, as such, the historical tax bases of the acquired assets and assumed liabilities, net operating losses, and other tax attributes of Mobcrush will carryover. As a result, no no Book Basis Tax Basis Difference Intangible assets acquired 19,500,000 2,635,000 $ (16,865,000 ) Tangible assets acquired 13,000 (13,000 ) Estimated net operating loss carryforwards - Mobcrush - 5,895,000 5,895,000 Net deferred tax liability - pretax (10,983,000 ) Estimated tax rate 27.98 % Estimated net deferred tax liability $ (3,073,000 ) Release of Valuation Allowance nine September 30, 2021. $3,073,000 The following unaudited pro forma combined results of operations for the periods presented are provided for illustrative purposes only. The unaudited pro forma combined statements of operations for the three nine September 30, 2021 2020, January 1, 2020. not Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue $ 3,605,000 $ 2,138,000 $ 8,782,000 $ 5,765,000 Net Loss (6,964,000 ) (6,468,000 ) (16,119,000 ) (21,895,000 ) Pro forma adjustments primarily relate to the amortization of identifiable intangible assets acquired over the estimated economic useful life as described above, the expensing of stock options issued to former Mobcrush employees acquired in connection with the Merger, the exclusion of interest expense related to convertible debt of Mobcrush not The unaudited pro forma combined statements of operations for the periods presented herein have been adjusted to give effect to pro forma events that are expected to have a continuing impact on the combined results. As such, the income tax benefit related to the release of valuation allowance reflected in the statement of income for the nine September 30, 2021, $3,073,000, not Acquisition of Framerate, Inc. On June 3, 2019, June 6, 2019 ( In addition to the issuance of the Closing Shares, the Merger Agreement provided for the issuance of up to an additional $980,000 worth of shares of the Company’s common stock at the same price per share as the Closing Shares (the “Earn-Out Shares”) in the event Framerate achieves certain performance-based milestones during the two June 6, 2021 ( June 2020, one The Company hired the former Chief Executive of Framerate (“Framerate Executive”), who was also a selling shareholder of Framerate. Under ASC 805, not two second July 2020 |
