Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 12, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | ALLIED ESPORTS ENTERTAINMENT, INC. | ||
Trading Symbol | AESE | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 39,139,502 | ||
Entity Public Float | $ 21,486,413 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001708341 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38226 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1659427 | ||
Entity Address, Address Line One | 17877 Von Karman Avenue, | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92614 | ||
City Area Code | (949) | ||
Local Phone Number | 225-2600 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 424,223 | $ 3,277,417 |
Restricted cash | 5,000,000 | 3,650,000 |
Accounts receivable | 271,142 | 629,387 |
Prepaid expenses and other current assets | 909,766 | 1,084,652 |
Current assets held for sale | 45,363,817 | 6,938,238 |
Total Current Assets | 51,968,948 | 15,579,694 |
Property and equipment, net | 9,275,729 | 18,084,014 |
Intangible assets, net | 30,818 | 34,009 |
Deposits | 625,000 | 632,963 |
Other assets | 4,638,631 | |
Non-current assets held for sale | 35,727,638 | |
Total Assets | 61,900,495 | 74,696,949 |
Current Liabilities | ||
Accounts payable | 901,353 | 208,753 |
Accrued expenses and other current liabilities | 1,987,017 | 1,231,941 |
Accrued interest, current portion | 152,899 | 1,973,268 |
Due to affiliates | 9,433,975 | 3,375,875 |
Deferred revenue | 57,018 | 93,238 |
Bridge note payable | 1,421,096 | |
Convertible debt, net of discount, current portion | 1,000,000 | 12,845,501 |
Convertible debt, related party, net of discount, current portion | 1,000,000 | 988,115 |
Loans payable, current portion | 539,055 | |
Current liabilities held for sale | 9,169,247 | 7,286,595 |
Total Current Liabilities | 25,661,660 | 28,003,286 |
Deferred rent | 1,693,066 | 1,242,613 |
Accrued interest, non-current portion | 193,939 | |
Convertible debt, net of discount, non-current portion | 578,172 | |
Loans payable, non-current portion | 368,074 | |
Non-current liabilities held for sale | 1,230,224 | |
Total Liabilities | 28,494,911 | 30,476,123 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 38,506,844 and 23,176,146 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 3,851 | 2,317 |
Additional paid in capital | 195,488,181 | 161,300,916 |
Accumulated deficit | (162,277,414) | (117,218,584) |
Accumulated other comprehensive income | 190,966 | 136,177 |
Total Stockholders’ Equity | 33,405,584 | 44,220,826 |
Total Liabilities and Stockholders’ Equity | $ 61,900,495 | $ 74,696,949 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | ||
Preferred stock, outstanding shares | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 38,506,844 | 23,176,146 |
Common stock, outstanding shares | 38,506,844 | 23,176,146 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
In-person | $ 2,988,363 | $ 7,498,363 |
Multiplatform content | 222,442 | 50,000 |
Total Revenues | 3,210,805 | 7,548,363 |
Costs and Expenses: | ||
In-person (exclusive of depreciation and amortization) | 2,808,648 | 4,832,897 |
Multiplatform content (exclusive of depreciation and amortization) | 54,256 | 231,310 |
Online operating expenses | 186,702 | 113,862 |
Selling and marketing expenses | 259,892 | 1,563,682 |
General and administrative expenses | 11,141,628 | 10,438,894 |
Stock-based compensation | 5,141,989 | 247,720 |
Depreciation and amortization | 3,609,480 | 3,548,810 |
Impairment of investments | 6,138,631 | 600,000 |
Impairment of property and equipment | 5,595,557 | |
Impairment of deferred production costs and intangible assets | 330,340 | |
Total Costs and Expenses | 34,936,783 | 21,907,515 |
Loss From Operations | (31,725,978) | (14,359,152) |
Other Income (Expense): | ||
Other income | 176,015 | 167 |
Conversion inducement expense | (5,247,531) | |
Extinguishment loss on acceleration of debt redemption | (3,438,261) | |
Interest expense | (5,548,583) | (1,081,401) |
Foreign currency exchange loss | (14,941) | |
Total Other Expense | (14,058,360) | (1,096,175) |
Loss from continuing operations | (45,784,338) | (15,455,327) |
Income (loss) from discontinued operations, net of tax provision | 725,508 | (1,283,402) |
Net loss | $ (45,058,830) | $ (16,738,729) |
Basic and Diluted Net (Loss) Income per Common Share | ||
Continuing operations (in Dollars per share) | $ (1.60) | $ (0.96) |
Discontinued operations, net of tax (in Dollars per share) | $ 0.03 | $ (0.08) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted (in Shares) | 28,687,361 | 16,159,444 |
Comprehensive Loss | ||
Net Loss | $ (45,058,830) | $ (16,738,729) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 54,789 | (2,684) |
Total Comprehensive Loss | $ (45,004,041) | $ (16,741,413) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Common Stock Subscribed | Additional Paid-in Capital | Subscription Receivable | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 1,160 | $ 124,361,130 | $ 138,861 | $ (100,479,855) | $ 24,021,296 | ||
Balance (in Shares) at Dec. 31, 2018 | 11,602,754 | ||||||
Effect of reverse merger | $ 1,149 | 36,395,355 | 36,396,504 | ||||
Effect of reverse merger (in Shares) | 11,492,999 | ||||||
Warrants issued to convertible debt holders | 114,804 | 114,804 | |||||
Contingent consideration for convertible debt holders | 152,590 | 152,590 | |||||
Stock-based compensation: | |||||||
Stock options | 149,893 | 149,893 | |||||
Restricted stock | $ 8 | 127,144 | 127,152 | ||||
Restricted stock (in Shares) | 80,393 | ||||||
Net loss | (16,738,729) | (16,738,729) | |||||
Other comprehensive income (loss) | (2,684) | (2,684) | |||||
Balance at Dec. 31, 2019 | $ 2,317 | 161,300,916 | 136,177 | (117,218,584) | 44,220,826 | ||
Balance (in Shares) at Dec. 31, 2019 | 23,176,146 | ||||||
Common stock issued for cash | $ 76 | 4,999,924 | 5,000,000 | ||||
Common stock issued for cash (in Shares) | 758,725 | ||||||
Stock-based compensation: | |||||||
Stock options | 1,158,173 | 1,158,173 | |||||
Common stock | $ 7 | 128,993 | 129,000 | ||||
Common stock (in Shares) | 64,286 | ||||||
Restricted stock | $ 20 | 459,200 | 459,220 | ||||
Restricted stock (in Shares) | 199,143 | ||||||
Shares issued upon exercise of Put Option | $ 102 | 1,999,898 | 2,000,000 | ||||
Shares issued upon exercise of Put Option (in Shares) | 1,018,848 | ||||||
Shares issued upon conversion of debt | $ 339 | 9,998,506 | 9,998,845 | ||||
Shares issued upon conversion of debt (in Shares) | 3,392,857 | ||||||
Beneficial conversion feature associated with convertible debt | 523,636 | 523,636 | |||||
Warrants issued with convertible debt | 1,205,959 | 1,205,959 | |||||
Shares issued for redemption of debt and accrued interest | $ 968 | 13,217,123 | 13,218,091 | ||||
Shares issued for redemption of debt and accrued interest (in Shares) | 9,678,840 | ||||||
Shares issued in satisfaction of employee bonus obligations | $ 22 | 473,978 | 474,000 | ||||
Shares issued in satisfaction of employee bonus obligations (in Shares) | 217,999 | ||||||
Disgorgement of short swing profits | 21,875 | 21,875 | |||||
Net loss | (45,058,830) | (45,058,830) | |||||
Other comprehensive income (loss) | 54,789 | 54,789 | |||||
Balance at Dec. 31, 2020 | $ 3,851 | $ 195,488,181 | $ 190,966 | $ (162,277,414) | $ 33,405,584 | ||
Balance (in Shares) at Dec. 31, 2020 | 38,506,844 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (45,058,830) | $ (16,738,729) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Income) loss from discontinued operations, net of tax provision | (725,508) | 1,283,402 |
Stock-based compensation | 5,141,988 | 247,720 |
Conversion inducement expense | 5,247,531 | |
Extinguishment loss on acceleration of debt redemption | 3,438,261 | |
Amortization of debt discount | 3,021,033 | 101,012 |
Non-cash interest expense | 1,193,849 | |
Depreciation and amortization | 3,609,480 | 3,548,810 |
Impairment of deferred production costs | 330,340 | |
Impairment of investments | 6,138,631 | 600,000 |
Impairment of property and equipment | 5,595,557 | |
Deferred rent | 531,190 | (68,182) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 361,927 | (218,207) |
Deposits | 7,963 | |
Deferred production costs | (330,340) | |
Prepaid expenses and other current assets | 185,668 | 137,297 |
Accounts payable | 687,625 | (1,333,672) |
Accrued expenses and other current liabilities | 667,263 | 646,912 |
Accrued interest | (647,959) | 980,391 |
Due to affiliates | 5,466,500 | 3,210,058 |
Deferred revenue | (36,220) | 51,704 |
Total Adjustments | 39,884,779 | 9,187,245 |
Net Cash Used In Operating Activities | (5,174,051) | (7,551,484) |
Cash Flows From Investing Activities | ||
Net cash acquired in Merger | 14,941,683 | |
Return of Simon Investment | (3,650,000) | |
Investment in TV Azteca | (1,500,000) | (3,500,000) |
Purchases of property and equipment | (355,769) | (1,320,212) |
Investment in ESA | (1,140,745) | |
Purchases of intangible assets | (750) | (4,334) |
Net Cash (Used In) Provided By Investing Activities | (5,506,519) | 8,976,392 |
Cash Flows From Financing Activities | ||
Proceeds from loans payable | 907,129 | |
Proceeds from convertible debt | 9,000,000 | |
Proceeds from disgorgement of short swing profit | 21,875 | |
Issuance costs paid in connection with convertible debt | (766,961) | |
Repayments of convertible debt | (7,000,000) | |
Proceeds from sale of common stock | 7,000,000 | |
Net Cash Provided By Financing Activities | 9,162,043 | |
Cash Flows From Discontinued Operations | ||
Operating activities | (3,083,192) | (2,512,189) |
Investing activities | 868,028 | (939,576) |
Financing activities | 685,300 | 3,653,196 |
Change in cash included in discontinued operations | 1,529,864 | (201,431) |
Net Cash Provided By Discontinued Operations | ||
Effect of Exchange Rate Changes on Cash | 15,333 | (7,062) |
Net (Decrease) Increase In Cash And Restricted Cash | (1,503,194) | 1,417,846 |
Cash and restricted cash - Beginning of year | 6,927,417 | 5,509,571 |
Cash and restricted cash - End of year | 5,424,223 | 6,927,417 |
Cash and restricted cash consisted of the following: | ||
Cash | 424,223 | 3,277,417 |
Restricted cash | 5,000,000 | 3,650,000 |
Total | 5,424,223 | 5,509,571 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 2,095,527 | |
Non-Cash Investing and Financing Activities | ||
Beneficial conversion feature associated with convertible debt | 523,636 | |
Contingent consideration for convertible debt holders in connection with Merger | 152,590 | |
Convertible debt and related interest assumed in Merger | 10,992,877 | |
Due to Former Parent satisfied by issuance of common stock in connection with Merger | 18,179,745 | |
Guaranteed interest on convertible debt recorded as debt discount | 1,536,000 | |
Non-cash interest on convertible debt recorded as debt discount | 1,664,000 | |
Interest payable on Bridge Note converted to principal | 1,421,096 | |
Original issue discount on convertible debt | 600,000 | |
Shares issued upon conversion of Bridge Note | 5,000,000 | |
Shares issued for redemption of debt and accrued interest | 12,024,243 | |
Warrants issued with convertible debt | 1,205,959 | |
Leasehold improvements acquired through lease incentives | 899,221 | |
Property and equipment acquired through accrued expenses | 269,110 | |
Non-cash investment in ESA | 97,886 | |
Warrants granted to convertible debt holders in connection with Merger | 114,804 | |
Shares issued in satisfaction of employee bonus obligations | $ 474,000 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | Note 1 – Background and Basis of Presentation Allied Esports Entertainment Inc., (“AESE” and formerly known as Black Ridge Acquisition Corp, or “BRAC”) was incorporated in Delaware on May 9, 2017 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Allied Esports Media, Inc. (“AEM”), a Delaware corporation, was formed in November 2018 to act as a holding company for Allied Esports International Inc. (“Allied Esports”) and immediately prior to close of the Merger (see below) to also include Noble Link Global Limited (“Noble Link”). Allied Esports, together with its subsidiaries described below owns and operates the esports-related businesses of AESE. Noble Link (prior to the AEM Merger) and its wholly owned subsidiaries Peerless Media Limited, Club Services, Inc. and WPT Enterprises, Inc. operate the poker-related business of AESE and are collectively referred to herein as “World Poker Tour” or “WPT”. Prior to the Merger, as described below, Noble Link and Allied Esports were subsidiaries of Ourgame International Holdings Limited (the “Former Parent”). On December 19, 2018, BRAC, Noble Link and AEM executed an Agreement and Plan of Reorganization (as amended from time to time, the “Merger Agreement”). On August 9, 2019 (the “Closing Date”), Noble Link was merged with and into AEM, with AEM being the surviving entity, which was accounted for as a common control merger (the “AEM Merger”). Further, on August 9, 2019, a subsidiary of AESE merged with AEM pursuant to the Merger Agreement with AEM being the surviving entity (the “Merger”). The Merger was accounted for as a reverse recapitalization, and AEM is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements prior to the Merger are those of Allied Esports and WPT. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued to the Former Parent as a result of the Merger. References herein to the “Company” are to the combination of AEM and WPT during the period prior to the AEM Merger and are to AESE and subsidiaries after the Merger. Allied Esports operates through its wholly owned subsidiaries Allied Esports International, Inc., (“AEII”), Esports Arena Las Vegas, LLC (“ESALV”) and ELC Gaming GMBH (“ELC Gaming”). AEII operates global competitive esports properties designed to connect players and fans via a network of connected arenas. ESALV operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. ELC Gaming operates a mobile esports truck that serves as both a battleground and content generation hub and also operates a studio for recording and streaming gaming events. On January 19, 2021, the Company entered into a stock purchase agreement, as amended on March 19, 2021 and again on March 29, 2021 (the “Stock Purchase Agreement”), to sell 100% of the capital stock of its wholly-owned subsidiary, Club Services Inc (“CSI”). CSI owns 100% of each of the legal entities that collectively operate or engage in the Company’s poker-related business. World Poker Tour is an internationally televised gaming and entertainment company that has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. See Note 4 – Discontinued Operations and Note 17 - Subsequent Events. As the result of the Company’s entry into the Stock Purchase Agreement, the Consolidated Balance Sheet as of December 31, 2020, the Consolidated Statement of Operations for the year ended December 31, 2020 and the Consolidated Statement of Cash Flows for the year ended December 31, 2020, present the results of World Poker Tour as discontinued operations and present the assets and liabilities of World Poker Tour as held for sale. All prior periods presented in the Consolidated Balance Sheets, the Consolidated Statements of Operations, and the Consolidated Statements of Cash Flows discussed herein have been restated to conform to such presentation. See Note 4 – Discontinued Operations. |
Going Concern and Management_s
Going Concern and Management’s Plans | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plans | Note 2 – Going Concern and Management’s Plans As of December 31, 2020, the Company had cash of $0.4 million (not including approximately $5.0 million of restricted cash) and a working capital deficit from continuing operations of approximately $9.9 million. For the years ended December 31, 2020 and 2019, the Company incurred net losses from continuing operations of approximately $45.8 million and $15.5 million, respectively, and used cash in continuing operations of approximately $5.2 million and $7.6 million, respectively. As of December 31, 2020, the Company had convertible debt in the gross principal amount of $2.0 million which matures on February 23, 2022, but will be paid upon the sale of WPT, and senior secured convertible notes in the gross principal amount of approximately $0.6 million, of which approximately $0.4 million is payable on January 1, 2021, and the remaining $0.2 million is payable on February 1, 2021, and for which certain payments can be accelerated at the option of the lender (see Note 10 – Convertible Debt and Convertible Debt, Related Party). As of December 31, 2020, the Company also has a Bridge Note outstanding in the amount of approximately $1.4 million which matures on February 23, 2022 , but will be paid upon the sale of WPT, (see Note 11 – Bridge Note Payable) and loans payable in the aggregate amount of $0.9 million, which mature in April 2022 (see Note 12 – Loans Payable). During January 2021, the Company issued an aggregate 529,383 shares of its common stock in full satisfaction of approximately $0.6 million and $0.1 million of principal and interest, respectively, owed on the senior secured convertible notes. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States. As a global entertainment company that hosts numerous live events with spectators and participants in destination cities, the outbreak has caused people to avoid traveling to and attending these events. Allied Esports’ has cancelled or postponed live events, and before the reopening of Allied Esports’ flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada on June 25, 2020 the business was operating online only. The arena is currently running under a modified schedule and limited capacity (up to 65% capacity depending on the event) for daily play and weekly tournaments. The Company is continuing to monitor the outbreak of COVID-19 and the related business and travel restrictions, and changes to behavior intended to reduce its spread, and the related impact on the Company’s operations, financial position and cash flows, as well as the impact on its employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s future operations and liquidity is uncertain as of the date of this report. While there could ultimately be a material impact on operations and liquidity of the Company, at the time of issuance, the extent of the impact cannot be determined. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these consolidated financial statements. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation is dependent upon attaining and maintaining profitable operations and, until that time, raising additional capital as needed, but there can be no assurance that it will be able to close on sufficient financing. The Company’s ability to generate positive cash flow from operations is dependent upon generating sufficient revenues. To date, the Company’s operations have been funded by the Former Parent, as well as through the issuance of convertible debt, and with cash acquired in the Merger. The Company expects to receive cash in connection with the sale of the WPT business, which is expected to close during the second quarter of 2021 (see Note 1 – Background and Basis of Presentation, Note 4 – Discontinued Operations and Note 17 – Subsequent Events). The Company cannot provide any assurances that it will be able to secure additional funding, either from equity offerings or debt financings, on terms acceptable to the Company, if at all, or that the sale of the WPT business will close as planned. If the Company is unable to obtain the requisite amount of financing needed to fund its planned operations, including the repayment of convertible debt, it would have a material adverse effect on its business and ability to continue as a going concern, and it may have to explore the sale of, or curtail or even cease, certain operations. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of AESE and its consolidated subsidiaries. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”). Expenses that the Former Parent incurred on behalf of WPT and Allied Esports prior to the Merger were allocated to each entity using specific identification. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the valuation and carrying amount of goodwill and other intangible assets, accounts receivable reserves, the valuation of investments, stock-based compensation, warrants and deferred tax assets, as well as the recoverability and useful lives of long-lived assets, including intangible assets, property and equipment and deferred production costs. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents All short-term investments of the Company that have a maturity of three months or less when purchased are considered to be cash equivalents. There were no cash equivalents as of December 31, 2020 or 2019. Restricted Cash Restricted cash consists of cash held in an escrow account to be utilized for various approved strategic initiatives and esports event programs pursuant to an agreement with Brookfield Property Partners. See Note 14 – Commitments and Contingencies, Investment Agreements. Accounts Receivable Accounts receivable are carried at their contractual amounts. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. As of December 31, 2020 and 2019, there was no bad debt allowance. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives once the asset is placed in service. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term (including renewal periods that are reasonably assured). Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The estimated useful lives of property and equipment are as follows: Computer equipment 3 - 5 years Production equipment 5 years Furniture and Fixtures 3 - 5 years Software 1 - 5 years Gaming Truck 5 years Leasehold Improvements 10 years Intangible Assets and Goodwill The Company’s intangible assets consist of the Allied Esports trademarks, which are being amortized over a useful life of 10 years. Intangible assets with indefinite lives are not amortized but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Impairment of Long-Lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2020 and 2019, the Company recognized an impairment of $6,138,631 and $600,000, respectively related to certain investments, $5,595,557 and $0, respectively, related to property and equipment. and during the year ended December 31, 2019 the Company recognized impairment expense of $330,340 related to deferred production costs, due to management’s determination that the future cash flows from these assets are not expected to be sufficient to recover their carrying value. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of the Company’s financial instruments, such as accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company’s convertible debt approximates fair value due to its short-term nature and market rate of interest. Nonrecurring Fair Value Measurements Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. These fair value measurements are categorized within level 3 of the fair value hierarchy. The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved or in the case of nonfinancial assets or liabilities. See “Impairment of Long-Lived Assets”, above. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s statements of operations. As of December 31, 2020 and 2019, the Company had no liability for unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2020 2019 Restricted common shares 199,143 - Options 2,430,000 2,480,000 Warrants 20,091,549 18,637,003 Convertible debt 439,811 (1) 1,647,058 Equity purchase options 600,000 600,000 Contingent consideration shares 269,231 3,846,153 24,029,734 27,210,214 (1) Common stock equivalents associated with convertible debt were calculated based on the fixed conversion price in effect for voluntary holder conversions; however, for certain convertible notes there is a variable conversion price in effect under certain scenarios that is equal to 87% of lowest daily volume weighted average price over the prior ten days, subject to a $0.734 floor price. If the applicable convertible note principal and guaranteed interest were all converted at the floor price, the potentially dilutive shares related to convertible debt would be 1,154,789 shares. Revenue Recognition On January 1, 2019, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under previous guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation. The Company recognizes revenue from continuing operations primarily from the following sources: In-person revenue The Company’s in-person revenue is comprised of event revenue, sponsorship revenue, merchandising revenue and other revenue. Event revenue is generated through Allied Esports events held at the Company’s esports properties. Event revenues recognized from the rental of the Allied Esports arena and gaming trucks are recognized at a point in time when the event occurs. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer. The Company also generates sponsorship revenues for naming rights for, and rental of, the Company’s arena and gaming trucks. Sponsorship revenues from naming rights of the Company’s esports arena and from sponsorship arrangements are recognized on a straight-line basis over the contractual term of the agreement. The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed. In-person revenue was comprised of the following for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Event revenue $ 574,536 $ 3,544,868 Sponsorship revenue 1,730,198 2,081,029 Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Other revenue 1,068 244 Total in-person revenue $ 2,988,363 $ 7,498,363 Multiplatform revenue The Company’s multiplatform content revenue is comprised of distribution revenue and content revenue. Distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channel is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content. Multiplatform revenue was comprised of the following for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Distribution revenue $ 222,442 $ - Content revenue - 50,000 Total multiplatform revenue $ 222,442 $ 50,000 The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations: For the Years Ended December 31, 2020 2019 Revenues Recognized at a Point in Time: Event revenue $ 574,536 $ 3,544,868 Distribution revenue 222,442 - Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Content revenue - 50,000 Other revenue 1,068 244 Total Revenues Recognized at a Point in Time 1,480,607 5,467,334 Revenues Recognized Over a Period of Time: Sponsorship revenue 1,730,198 2,081,029 Total Revenues Recognized Over a Period of Time 1,730,198 2,081,029 Total Revenues $ 3,210,805 $ 7,548,363 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of December 31, 2020, all continuing operations’ performance obligations in connection with contract liabilities included within deferred revenue on the prior year consolidated balance sheet have been satisfied. The Company expects to satisfy the remaining performance obligations related to its December 31, 2020 deferred revenue balance within the next twelve months. During the years ended December 31, 2020 and 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. Advertising Costs Advertising costs from continuing operations are charged to operations in the year incurred and totaled $97,840 and $470,746 for the years ended December 31, 2020 and 2019, respectively. Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. During the years ended December 31, 2020 and 2019, 10% and 11%, respectively, of the Company’s revenues from continuing operations were from customers in foreign countries. During the year ended December 31, 2020, the Company’s two largest customers accounted for 41% and 13% of the Company’s consolidated revenues from continuing operations. During the year ended December 31, 2019, the Company’s largest customer accounted for 14% of the Company’s consolidated revenues from continuing operations. As of December 31, 2020, a single customer represented 74% of the Company’s accounts receivable from continuing operations. Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Euro). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (1.2264 and 1.1215 at December 31, 2020 and 2019, respectively), and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (1.1414 and 1.1194 for the years ended December 31, 2020 and 2019, respectively). Resulting translation adjustments are made directly to accumulated other comprehensive (loss) income. Losses of $0 and $14,941 arising from exchange rate fluctuations on transactions denominated in a currency other than the reporting currency for the years ended December 31, 2020 and 2019, respectively, are recognized in operating results in the consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. CARES Act On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, amongst other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Pursuant to Accounting Standards Codification Topic (“ASC 740”), the Company recognizes the tax effects of new tax legislation upon enactment. Accordingly, the CARES Act was effective beginning in the quarter ended March 31, 2020. The Company does not believe that the new tax provisions outlined in the CARES Act will have a material impact on the Company’s consolidated financial statements. Discontinued Operations The assets and liabilities of WPT are classified as “held for sale” as of December 31, 2021 and are reflected in the accompanying Consolidated Balance Sheets as “Current assets of discontinued operations,” “Assets of discontinued operations – non-current,” “Current liabilities of discontinued operations” and “Liabilities of discontinued operations – non-current.” The results of operations of WPT are included in “Income (loss) from discontinued operations, net of tax provision” in the accompanying Consolidated Statements of Operations and Comprehensive Loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company will be required to adopt the provisions of this ASU on January 1, 2023, with early adoption permitted for certain amendments. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The adoption of Topic 326 is not expected to have a material impact on the Company’s consolidated financial statements or disclosures. In March 2019, the FASB issued ASU 2019-02, which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. This ASU must be adopted on a prospective basis and is effective for annual periods beginning after December 15, 2020, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its consolidated financial statements. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date (“ASU 2020-02”) which provides clarifying guidance and minor updates to ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 - Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance simplifies the accounting for goodwill impairment by eliminating Step 2 of the goodwill impairment test. Under current guidance, Step 2 of the goodwill impairment test requires entities to calculate the implied fair value of goodwill in the same manner as the amount of goodwill recognized in a business combination by assigning the fair value of a reporting unit to all of the assets and liabilities of the reporting unit. The carrying value in excess of the implied fair value is recognized as goodwill impairment. Under the new standard, goodwill impairment is recognized based on Step 1 of the current guidance, which calculates the carrying value in excess of the reporting unit’s fair value. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations – Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2019. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements associated with fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early adopted this standard on October 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements or disclosures. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 – Discontinued Operations Transaction During 2021, AESE entered into the Stock Purchase Agreement to sell the equity interests of its subsidiaries that own and operate its WPT business (the “Sale Transaction”), subject to shareholder and regulatory approvals, for a total purchase price of $105 million. This base purchase price will be adjusted to reflect the amount of CSI’s cash, indebtedness (other than indebtedness related to an outstanding $685,300 Paycheck Protection Program loan) and accrued and unpaid transaction expenses as of the closing of the Sale Transaction. Management committed to a plan to sell the WPT business prior to December 31, 2020. Accordingly, the WPT business has been recast as discontinued operations, and the assets and liabilities of WPT are classified as held for sale. See Note 1 – Background and Basis of Presentation and Note 17 – Subsequent Events. In reaching its decision to enter into the Stock Purchase Agreement, the Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing the WPT business in the future as compared to the opportunities available to the WPT business in the future, and the availability of strategic alternatives. After careful consideration, the Board of Directors unanimously approved the Stock Purchase Agreement and determined that the Sale Transaction is in the best interests of the Company and its stockholders, and that the Sale Transaction and the Stock Purchase Agreement reflect the highest value for the WPT business reasonably attainable for the Company’s stockholders. About WPT WPT is an internationally televised gaming and entertainment company with brand presence in land-based tournaments, television, online and mobile applications. WPT has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. WPT has broadcasted globally in more than 150 countries and territories and its shows are sponsored by established brands in many areas, including watches, crystal, playing cards and online social poker operators. WPT also operates ClubWPT.com, a subscription-based site that offers its members inside access to the WPT content database, as well as sweepstakes-based poker product that allows members to play for real cash and prizes in 36 states and territories across the United States and 4 foreign countries. WPT also participates in strategic brand licensing, partnership, and sponsorship opportunities. Results of Discontinued Operations Results and net income (loss) from discontinued operations are as follows, reflecting the results and net income (loss) of the WPT business: For the Years Ended 2020 2019 Revenues $ 20,149,042 $ 18,523,632 Operating costs and expenses 19,425,951 19,709,567 Income (loss) from operations 723,091 (1,185,935 ) Other income (expense) 2,417 (97,467 ) Net income (loss) from discontinued operations, before tax 725,508 (1,283,402 ) Income tax - - Income (loss) from discontinued operations, net of tax provision $ 725,508 $ (1,283,402 ) Assets and liabilities held for sale as of December 31, 2020 are classified as current because the Sale Transaction is expected to close during 2021. The details are as follows: Assets Cash $ 3,633,292 Accounts receivable 1,804,627 Prepaid expenses and other assets 289,968 Property and equipment, net 1,674,355 Goodwill 4,083,621 Intangible assets, net 12,305,887 Deposits 79,500 Deferred production costs 12,058,592 Due from affiliates 9,433,975 Current assets held for sale $ 45,363,817 Liabilities Accounts payable $ 211,228 Accrued expenses and other liabilities 3,804,301 Accrued interest 4,224 Deferred revenue 1,970,668 Deferred rent 2,493,526 Loans payable (1) 685,300 Current liabilities held for sale $ 9,169,247 (1) Represents principal balance of PPP Loan. On January 26, 2021, WPT received notice from its lender that the entirety of the $685,300 of outstanding principal of the PPP Loan was forgiven. Assets and liabilities held for sale as of December 31, 2019 are as follows: Assets Cash $ 5,163,156 Accounts receivable 1,491,939 Prepaid expenses and other current assets 283,143 Current assets held for sale 6,938,238 Property and equipment, net 2,470,293 Goodwill 4,083,621 Intangible assets, net 14,755,867 Deposits 79,500 Deferred production costs 10,962,482 Due from affiliates 3,375,875 Non-current assets held for sale 35,727,638 Total assets held for sale $ 42,665,876 Liabilities Accounts payable $ 748,118 Accrued expenses and other current liabilities 2,776,256 Deferred revenue 3,762,221 Current liabilities held for sale 7,286,595 Deferred rent 1,230,224 Non-current liabilities held for sale 1,230,224 Total liabilities held for sale $ 8,516,819 |
Reverse Merger and Recapitaliza
Reverse Merger and Recapitalization | 12 Months Ended |
Dec. 31, 2020 | |
Reverse Merger and Recapitalization [Abstract] | |
Reverse Merger and Recapitalization | Note 5 – Reverse Merger and Recapitalization As described in Note 1 – Background and Basis of Presentation above, on the Closing Date, the AEM Merger and the Merger took place. All of AEM capital stock outstanding immediately prior to the merger was exchanged for (i) 11,602,754 shares of AESE common stock, (ii) warrants for the purchase of 3,800,003 shares of AESE common stock with an exercise price of $11.50 per share, and (iii) 3,846,153 contingent shares (“Contingent Consideration Shares”). If any holder elects to convert their Bridge Note into common stock, they would be entitled to receive Contingent Consideration Shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after the August 9, 2019 closing date, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. On the Closing Date, pursuant to the Merger Agreement, in order to extinguish amounts owed to the Former Parent by WPT and Allied Esports in the aggregate amount of $32,672,622, AESE (i) repaid $3,500,000 of the amount due to the Former Parent in cash, (ii) assumed $10,000,000 principal of the convertible debt obligations of the Former Parent plus $992,877 of related accrued interest, (iii) issued 2,928,679 shares of the Company’s common stock to the Former Parent with no limitations or encumbrances on sale and (iii) transferred 600,000 shares of the Company’s common stock to the Former Parent which was subject to a lockup period for one year from the Closing Date. In connection with the Merger, the Company issued an aggregate of 11,492,999 shares of common stock, including 3,528,679 shares issued in satisfaction of amount owed to the Former Parent as described above, and 7,964,320 shares of common stock issued to BRAC shareholders prior to the Merger, but which are deemed to be issued by the Company on the Closing Date as a result of the reverse recapitalization. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Other Assets | Note 6 – Other Assets The Company’s other assets consist of the following: December 31, 2020 2019 Investment in ESA $ - $ 1,138,631 Investment in TV Azteca - 3,500,000 $ - $ 4,638,631 As of December 31, 2020, the Company owns a 25% non-voting membership interest in Esports Arena, LLC (“ESA”) and ESA’s wholly owned subsidiary. The investment is accounted for as a cost method investment since the Company does not have the ability to exercise significant influence over the operating and financial policies of ESA. During January 2019, the Company contributed $1,238,631 to ESA, in order to fulfill the remainder of its funding commitment to ESA. The Company recognized an immediate impairment of $600,000 related to this funding. During June 2020, the Company recorded an additional impairment charge in the amount of $1,138,631, related to its investment in ESA. The Company paid $3,500,000 to TV Azteca, S.A.B. DE C.V., a Grupo Salinas company (“TV Azteca”) in August 2019, and on March 4, 2020 the Company paid an additional $1,500,000 to TV Azteca in connection with a Strategic Investment Agreement with TV Azteca in order to expand the Allied Esports brand into Mexico. During December 2020, the Company recorded an impairment charge in the amount of $5,000,000, related to the investment in TV Azteca (See Note 14 – Commitments and Contingencies, Investment Agreements). |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 7 – Property and Equipment, net Property and equipment consist of the following: As of 2020 2019 Software $ - $ 796,546 Office equipment 868,309 776,250 Computer equipment 495,643 484,643 Esports gaming truck 1,222,406 1,222,406 Furniture and fixtures 654,058 652,882 Production equipment 7,841,985 7,876,423 Leasehold improvements 4,645,760 12,622,010 15,728,161 24,431,160 Less: accumulated depreciation and amortization (6,452,432 ) (6,347,146 ) Property and equipment, net $ 9,275,729 $ 18,084,014 During the years ended December 31, 2020 and 2019, depreciation and amortization expense amounted to $3,605,539 and $3,548,810, respectively. During the year ended December 31, 2020, the Company recorded impairment expense of $5,595,557 related to its property and equipment. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 8 – Intangible Assets, net Intangible assets consist of the following: Intellectual Property Accumulated Amortization Total Balance as of January 1, 2019 $ 32,080 $ (2,406 ) $ 29,674 Purchases of intangibles 4,335 - 4,335 Amortization expense - - - Balance as of December 31, 2019 36,415 (2,406 ) 34,009 Purchases of intangibles 750 - 750 Amortization expense - (3,941 ) (3,941 ) Balance as of December 31, 2020 $ 37,165 $ (6,347 ) $ 30,818 Weighted average remaining amortization period at December 31, 2020 (in years) 7.7 Intangible assets are amortized on a straight-line basis over the shorter of their license periods or estimated useful lives ranging from two to ten years. During the years ended December 31, 2020 and 2019, amortization expense amounted to $3,941 and $0, respectively. Estimated future amortization expense is as follows: Years Ended December 31, 2021 3,991 2022 3,991 2023 3,991 2024 3,991 2025 3,991 Thereafter 10,863 $ 30,818 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 9 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2020 2019 Compensation expense $ 1,010,734 (1) $ 459,420 Rent 148,919 68,182 Event costs 26,926 112,963 Legal and professional fees 307,135 154,474 Unclaimed player prizes 45,171 4,599 Other accrued expenses 268,751 170,135 Other current liabilities 179,381 262,168 $ 1,987,017 $ 1,231,941 (1) Accrued compensation expense includes approximately $571,000 which is payable to the employees of the Company’s continuing operations for their 2020 services, contingent upon the closing of the sale of WPT. See Note 14 – Commitments and Contingencies, 2020 Cash Bonus Payments. |
Convertible Debt and Convertibl
Convertible Debt and Convertible Debt, Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Debt And Convertible Debt Related Party [Abstract] | |
Convertible Debt and Convertible Debt, Related Party | Note 10 – Convertible Debt and Convertible Debt, Related Party Convertible Bridge Notes and Convertible Bridge Notes, Related Party On May 15, 2019, Noble Link issued a series of secured convertible promissory notes (the “Noble Link Notes”) whereby investors provided Noble Link with $4 million to be used for the operations of Allied Esports and WPT, of which one Noble Link Note in the amount of $1 million was issued to the wife of a related party who formerly served as co-CEO of the Former Parent and a Director of Noble Link. Pursuant to the original terms of the Noble Link Notes, the Noble Link Notes accrued annual interest at 12%; provided that no interest would be payable in the event the Noble Link Notes were converted into AESE common stock, as described below. The Noble Link Notes were due and payable on the first to occur of (i) the one-year anniversary of the issuance date, or (ii) the date on which a demand for payment was made during the time period beginning on the Closing Date and ending on the date that was three (3) months after the Closing Date. As security for purchasing the Noble Link Notes, the investors received a security interest in Allied Esports’ assets (second to any liens held by the landlord of the Las Vegas arena for property located in that arena), as well as a pledge of the equity of all of the entities comprising WPT, and a guarantee of the Former Parent and BRAC. Upon the closing of the Merger, the Noble Link Notes were convertible, at the option of the holder, into shares of AESE common stock at $8.50 per share. On August 5, 2019, the Noble Link Notes were amended pursuant to an Amendment and Acknowledgement Agreement as described below. Pursuant to the Merger Agreement, on the Closing Date, in addition to the $4 million of Noble Link Notes, AESE assumed $10,000,000 of the convertible debt obligations of the Former Parent (the “Former Parent Notes”; see Note 5 - Reverse Merger and Recapitalization), such that the aggregate indebtedness of the Company pursuant to the Noble Link Notes and the Former Parent Notes (collectively, the “Bridge Notes”) is $14 million. The Bridge Notes bear interest at 12% per annum. Pursuant to the Amendment and Acknowledgement agreement discussed below, the Former Parent Notes are also secured by all property and assets owned by AESE and its subsidiaries. No interest is payable in connection with the Notes if the Notes are converted into shares of AESE common stock. Pursuant to an Amendment and Acknowledgement Agreement dated August 5, 2019 (the “Amendment and Acknowledgement Agreement”), the Bridge Notes were amended such that the Bridge Notes matured on August 23, 2020 (the “Maturity Date”). The Bridge Notes were convertible into shares of AESE common stock at any time between the Closing Date and the Maturity Date at a conversion price of $8.50 per share. Further, the minimum interest to be paid under each Note shall be the greater of (a) 18 months of accrued interest at 12% per annum; or (b) the sum of the actual interest accrued plus 6 months of additional interest at 12% per annum. In the event of default, the Bridge Notes shall become immediately due and payable upon the written notice of the holder. Pursuant to the note purchase agreements entered into by the purchasers of the Bridge Notes (the “Noteholders” and such agreements, the “Note Purchase Agreements”), upon the consummation of the Merger, each Noteholder received a five-year warrant to purchase their proportionate share of 532,000 shares of AESE common stock at an exercise price of $11.50 per share. In addition, pursuant to the Note Purchase Agreements, Noteholders are each entitled to their proportionate share of 3,846,153 shares of AESE common stock if such Noteholder’s Note is converted into AESE common stock and, at any time within five years after the date of the closing of the Mergers, the last exchange-reported sale price of AESE common stock is at or above $13.00 for thirty (30) consecutive calendar days (the “Contingent Consideration”). The relative fair value of the warrants and the Contingent Consideration of $114,804 and $152,590, respectively, was recorded as debt discount and additional paid in capital. On April 29, 2020, the Company and a holder of a $5,000,000 Bridge Note (the “Noteholder”), entered into a Secured Convertible Note Modification and Conversion Agreement (the “Amendment 1”), pursuant to which the Noteholder converted $2,000,000 of the principal amount of its $5,000,000 Bridge Note into 1,250,000 shares of the Company’s common stock at a reduced conversion price of $1.60 per share. On May 22, 2020, the Company and the Noteholder entered into a Secured Convertible Note Modification and Conversion Agreement No. 2 (“Amendment 2”), pursuant to which the remaining principal amount of the $5,000,000 Bridge Note ($3,000,000) was converted into 2,142,857 shares of the Company’s common stock at a reduced conversion price of $1.40 per share. Further, pursuant to Amendment 1 and Amendment 2, interest on the $5,000,000 principal owed to the Noteholder prior to conversion will continue to accrue through the maturity date as if the principal amount had not been converted. Minimum accrued interest payable pursuant to Amendment 2 in the amount of $1,421,096 (the “Accrued Interest”) is payable on or before the maturity date. No Contingent Consideration Shares were issued in connection with the conversion since the requirements for issuance were not met. On June 8, 2020, the Company and the Noteholder entered into Secured Convertible Note Modification Agreement No. 3 (“Amendment 3” and together with Amendment 1 and Amendment 2, the “Amendments”). Pursuant to Amendment 3, the Accrued Interest was converted into principal under the Noteholder’s Bridge Note (the “Amended Bridge Note”). See Note 11 - Bridge Note Payable for additional details. The Company recorded a conversion inducement charge of $5,247,531 as a result of the Amendments, consisting of $4,998,845 representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the $5,000,000 Bridge Note, and $248,686, representing the excess of minimum interest payable pursuant to Amendment 3 over the interest payable pursuant to the original terms of the $5,000,000 Bridge Note. On June 8, 2020, the Company paid cash of $8,670,431 in satisfaction of principal in the amount of $7,000,000 and interest in the amount of $1,670,431 owed in connection with other Bridge Notes. Further, on June 8, 2020, the Company and the holders (the “Extending Bridge Noteholders”) of the two remaining Bridge Notes outstanding in the aggregate principal amount of $2,000,000 (together, the “Extended Bridge Notes”), of which principal in the amount of $1,000,000 is owed to the spouse of the Company’s Chief Executive Officer (“CEO”) and Director, entered into a Secured Convertible Note Modification (Extension) Agreement with the Company (together, the “Bridge Note Extensions”) pursuant to which, among other things, the Extending Bridge Noteholders agreed to extend the maturity date of their respective Extended Bridge Notes until February 23, 2022. Interest on the Extended Bridge Notes will continue to accrue at 12.0% per year and may be prepaid without penalty. The remaining provisions of the Extended Bridge Notes remain unchanged and in effect. The Extended Bridge Notes are secured by the WPT business. Accordingly, it will be necessary to pay-off the Extended Bridge Notes and the related interest payable upon the closing of the Sale Transaction. Hence, the Extended Bridge Notes and the related accrued interest have been classified as current liabilities as of December 31, 2020. On August 13, 2020, the Company paid in cash an aggregate of $425,096 related to interest payable on the Extended Bridge Notes, such that the balance of principal and interest outstanding under the Extended Bridge Notes as of December 31, 2020 is $2,000,000 and $85,870, respectively. The Company recorded interest expense of $1,433,054 (including amortization of debt discount of $ $166,384) related to the Convertible Bridge Notes and the Extended Bridge Notes during the year ended December 31, 2020 and recorded interest expense of $1,081,401 (including amortization of debt discount of $101,011 and excluding interest of $115,726 recorded on the books of WPT and included in net income (loss from discontinued operations), respectively, during the year ended December 31, 2019. As of December 31, 2020, all debt discount on the Convertible Bridge Notes and Extended Bridge Notes has been fully amortized. Senior Secured Convertible Notes On June 8, 2020, pursuant to a securities purchase agreement (the “Purchase Agreement”) between the Company and certain accredited investors (the “Investors”), the Company issued two senior secured convertible notes (the “Senior Notes”) with an aggregate principal balance of $9,600,000 and immediately vested five-year warrants to purchase an aggregate 1,454,546 shares of common stock at an exercise price of $4.125 per share for net cash proceeds of $9,000,000. The Senior Notes are secured by the assets of the Company, bear interest at 8% per annum and mature on June 8, 2022, with an aggregate of $1,536,000 of interest guaranteed to be paid to the Investors. The Purchase Agreement contains customary representations and warranties, and the Company agreed it would not take on additional debt from third parties without the Investors’ written approval, subject to certain exceptions for ordinary course trade debt. The Company also agreed to use 35% of the proceeds from future financings in excess of $3 million (or $5 million if approved by the Investors) to pay down the outstanding balance on the Loan. The Company reserves its rights under the Purchase Agreement to consummate, subject to certain exceptions, a debtor or equity offering of up to $5 million in the future. The Senior Notes’ principal and two years of interest are payable in equal monthly installments (the “Monthly Redemption Payment”), commencing on August 7, 2020. Each Monthly Redemption Payment may be paid at the Company’s option in cash, or in shares of common stock (the “Stock Settlement Option”) at a price equal to 87% of the lowest daily volume weighted average price in the 10 days prior to the scheduled payment date (the “Stock Settlement Price”), provided that (i) the Company gives thirty days written irrevocable notice prior to the Monthly Redemption Payment (the “Monthly Redemption Notice”), (ii) all amounts due have been paid timely, (iii) there are sufficient number of authorized shares available to be issued, (iv) the Investors do not possess any material non-public information at the time the Company issues the common stock, and (v) the Company’s shares have met certain minimum volume and closing price thresholds. The Stock Settlement Price cannot be lower than $0.734 per share. Monthly Redemption Payments paid in cash require the payment of a 10% premium in addition to the monthly installment. Each Investor may accelerate up to four Monthly Redemption Payments in any calendar month and may elect to have such accelerated Monthly Redemption Payments paid in shares of the Company’s common stock at the Stock Settlement Price of the contemporaneous or immediately prior Monthly Redemption Payment, instead of in cash. The Senior Notes are convertible at each Investor’s option, in whole or in part, and from time to time, into shares of the Company’s common stock (the “Holder Conversion Option” and together, with the Stock Settlement Option, the “ECOs”) at $3.30 per share (subject to adjustment to convert at the same price as any subsequent issuances of Company common stock at a lower issuance price, subject to certain exceptions) (the “Holder Conversion Price”); provided, however, that the parties may not affect any such conversion that would result in an Investor (together with its affiliates) owning in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”). Each Investor, upon notice to the Company, may elect to increase or decrease its Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation may not exceed 9.99%. The Company determined that the ECOs contained a beneficial conversion feature (“BCF”) in the amount of $523,636, which was credited to additional paid in capital. Upon the issuance of the Senior Notes, the Company recorded a debt discount at issuance in the aggregate amount $6,296,556, consisting of (i) the $600,000 difference between the aggregate principal amount of the Senior Notes and the cash proceeds received, (ii) the relative fair value of the warrants of $1,205,959 (which were credited to additional paid in capital), (iii) two years’ guaranteed interest of $1,536,000 (credited to interest payable), (iv) the BCF of $523,636 (credited to additional paid in capital), (v) non-cash interest in the amount of $1,664,000, representing the difference between the anticipated issuance date fair value of common stock issued and the Stock Settlement Price, for Monthly Redemption Payments (credited to interest payable), and (vi) financing costs of $766,961. The debt discount is being amortized using the effective interest method over the term of the Senior Notes. During year ended December 31, 2020, the Company recorded amortization of debt discount of $2,854,649, related to the Senior Notes, and recorded an extinguishment loss of $3,438,261 in connection with the extinguishment of Senior Notes resulting from accelerated Monthly Redemption Payments. Debt discount in the amount of $3,646 remains to be amortized as of December 31, 2020. During the year ended December 31, 2020, the Company issued 9,678,840 shares of its common stock, as Monthly Redemption Payments in satisfaction of aggregate amount of $9,018,182 of principal and $1,442,909 of interest payable owed on the Senior Notes as well as $1,563,151 of non-cash interest accrued on the Senior Notes. Of the 9,678,840 shares issued, 7,299,215 shares were issued in connection with accelerated Monthly Redemption Payments in the aggregate amount of $7,930,182 (representing $6,836,364 and $1,093,818 of principal and interest, respectively). The Company recorded additional non-cash interest expense in the amount of $1,193,849 in connection with Monthly Redemption Payments during the year ended December 31, 2020. As of December 31, 2020, gross principal and guaranteed interest of $581,818 and $93,091, respectively, remained outstanding on the Senior Notes. The balance of non-cash interest accrued on the Senior Notes is $100,848 as of December 31, 2020. On January 2, 2021, 529,383 shares were issued in full satisfaction of the remaining principal and interest outstanding on the Senior Notes. |
Bridge Note Payable
Bridge Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Bridge Note Payable | Note 11 – Bridge Note Payable The Bridge Note Payable of $1,421,096 consists of the Amended Bridge Note (see Note 10 – Convertible Debt and Convertible Debt, Related Party, Convertible Bridge Notes and Convertible Bridge Notes, Related Party). The Amended Bridge Note matures on February 23, 2022, but will be paid upon the sale of WPT. Interest on the Amended Bridge Note began to accrue on August 23, 2020 at 12% per annum (increasing to 15% per annum upon an event of default as defined in the Amended Bridge Note). Principal and interest owed under the Amended Bridge Note is not convertible into shares of the Company’s common stock. The Bridge Note Payable is secured by the WPT business. Accordingly, it will be necessary to pay-off the Bridge Note Payable upon the closing of the Sale Transaction. Hence, the Bridge Note Payable and $60,698 of related interest payable have been classified as current liabilities as of December 31, 2020. During the year ended December 31, 2020, the Company recorded interest expense of $60,698 in connection with the Amended Bridge Note. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 12 – Loans Payable During May 2020, the Company’s continuing operations received aggregate cash proceeds of $907,129 pursuant to two loans (the “PPP Loans”) provided in connection with the Paycheck Protection Program (“PPP”) under the CARES Act. The PPP Loans bear interest at 0.98% per annum. Monthly amortized principal and interest payments begin in July 2021 and the notes mature in April 2022. While the PPP Loans currently have two-year maturities, the amended law permits the borrower to request five-year maturities from its lenders. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company’s subsidiaries are eligible to apply for and receive forgiveness for all or a portion of PPP Loans. Such forgiveness will be determined, subject to limitations, based on the use of PPP loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the twenty-four week period following the funding of the PPP Loan. The Company intends to use the proceeds of the PPP Loans solely for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loans, in whole or in part. The Company recorded interest expense of $6,333 related to the PPP Loans during the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company and its subsidiaries files income tax returns in the United States (federal and California) and Germany. The U.S. and foreign components of loss before income taxes from continuing operations were as follows: For the Years Ended December 31, 2020 2019 United States $ (45,315,394 ) $ (15,173,062 ) Foreign (468,944 ) (282,265 ) Loss before income taxes from continuing operations $ (45,784,338 ) $ (15,455,327 ) The income tax provision (benefit) for the years ended December 31, 2020 and 2019 consists of the following: For the Years Ended December 31, 2020 2019 Federal Current $ - $ - Deferred (7,159,062 ) (7,527,844 ) State and local: Current - - Deferred (681,815 ) (716,938 ) Foreign Current - - Deferred (63,193 ) - (7,904,070 ) (8,244,782 ) Change in valuation allowance 7,904,070 8,244,782 Income tax provision (benefit) $ - $ - The reconciliation of the expected tax expense (benefit) based on the U.S. federal statutory rates for 2020 and 2019, respectively, with the actual expense is as follows: For the Years Ended December 31, 2020 2019 U.S. Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 6.3 % 2.0 % Permanent differences (10.7 %) (0.2 %) Statutory rate differential - domestic v. foreign (0.1 %) (0.2 %) Changes in tax rates 1.0 % 0.0 % Other 0.4 % 1.1 % Adjustments in deferred taxes (0.9 %) 29.6 % Change in valuation allowance (17.0 %) (53.3 %) Total 0.0 % 0.0 % The tax effects of temporary differences that give rise to deferred tax assets are presented below: As of 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 13,022,657 $ 8,936,688 Production costs 274,355 231,217 Investment 2,909,497 2,190,138 Stock-based compensation 387,410 56,976 Capitalized start-up costs 322,793 353,651 Property and equipment 1,022,026 - Accruals and other 1,252,731 547,735 Gross deferred tax assets 19,191,469 12,316,404 Property and equipment (1,029,005 ) Net deferred tax assets 19,191,469 11,287,399 Valuation allowance (19,191,469 ) (11,287,399 ) Deferred tax assets, net of valuation allowance $ - $ - As of December 31, 2020, the Company had approximately $55,040,000, $14,204,525 and $4,234,582 of federal, state and foreign net operating loss (“NOL”) carryforwards available to offset against future taxable income. The federal NOL may be carried forward indefinitely. For state, these NOLs will begin to expire in 2038. For the foreign NOLs, these NOLs can be carried forward indefinitely. The federal and state NOL carryovers are subject to annual limitations under Section 382 of the U.S. Internal Revenue Code when there is a greater than 50% ownership change, as determined under the regulations. The Company is not aware of any annual limitations have been triggered. The Company remains subject to the possibility that a future greater than 50% ownership change could trigger annual limitations on the usage of NOLs. The Company assesses the likelihood that deferred tax assets will be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2020 and 2019. The Company’s tax returns remain subject to examination by various taxing authorities beginning with the tax year ended December 31, 2016. No tax audits were commenced or were in process during the years ended December 31, 2020 and 2019. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The Company recognizes liabilities for uncertain tax positions based on a two-step process. To the extent a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the financial statements. If a position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recognized any liability related to uncertain tax provisions as of December 31, 2020 and December 31, 2019. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2020 and December 31, 2019, respectively, and has not recognized interest and/or penalties during the years then ended as there are no material unrecognized tax benefits. Management does not anticipate any material changes to the amount of unrecognized tax benefits within in the next 12 months. The Company intends to indefinitely reinvest its unremitted earnings in its foreign subsidiaries, and accordingly has not provided deferred tax liabilities on those earnings. The Company has not determined at this time an estimate of total amount of unremitted earnings, as it is not practical at this time. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies Litigations, Claims, and Assessments The Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. On March 23, 2020, an employee of Allied Esports filed a claim in Los Angeles Superior Court alleging various employment misconduct against Allied Esports, the Company and an officer of the Company in connection with a competition hosted by Allied Esports. The claim alleged damages in excess of $3.1 million. The parties agreed to a mediation and all claims asserted against the Company by the employee for were settled on September 10, 2020 for an amount significantly less than the original claim. The matter is now closed. Operating Leases Effective on March 23, 2017, Allied Esports entered into a non-cancellable operating lease for 30,000 square feet of event space in Las Vegas, Nevada, for the purpose of hosting Esports activities (the “Las Vegas Lease”). As part of the Las Vegas Lease, Allied Esports committed to build leasehold improvements to repurpose the space for Esports events prior to March 23, 2018, the day the Arena opened to the public (the “Commencement Date”). Initial lease terms are for minimum monthly payments of $125,000 for 60 months with an option to extend for an additional 60 months at $137,500 per month. Additional annual tenant obligations are estimated at $2 per square foot for Allied Esports’ portion of real estate taxes and $5 per square foot for common area maintenance costs. Lease payments began at the Commencement Date. The aggregate base rent payable over the lease term will be recognized on a straight-line basis. On November 5, 2020, Allied Esports entered into an amendment of its lease of event space in Las Vegas Nevada (the “Amended Las Vegas Lease”), pursuant to which (i) $299,250 of deferred minimum monthly rent and additional rent due under the lease for the period from April 1, 2020 through June 3, 2020 must be paid in its entirety by December 31, 2021; (ii) the monthly rent to be paid for the period from June 25 through December 31, 2020 (the “Rent Relief Period) was reduced to an amount equal to 20% of gross sales (excluding food sales) at the event space (the “Percentage Rent”), (iii) the initial term of the lease was extended for two additional months until May 31, 2023, and (iv) the option period to extend the lease was extended to between April 1, 2022 and September 30, 2022. Pursuant to the Amended Las Vegas Lease, if the aggregate Percentage Rent during the Rent Relief Period is less than $194,000, Allied Esports must pay the shortfall no later than December 31, 2021. Rent expense incurred during the rent relief period under the Amended Las Vegas Lease was $200,570. The Company’s aggregate rent expense incurred during the years ended December 31, 2020 and 2019 amounted to $1,967,967 and $1,678,775, respectively, of which $1,390,093 and $1,431,818, respectively, is included within in-person costs and $577,874 and $246,957, respectively, is included in general and administrative expenses on the accompanying consolidated statements of operations. The scheduled future minimum lease payments under the Company’s continuing operations leases are as follows: Years Ending December 31, 2021 $ 1,799,250 2022 1,500,000 2023 1,575,000 2024 1,650,000 2025 1,650,000 Thereafter 3,987,500 $ 12,161,750 AESE is currently the guarantor of WPT’s lease of Irvine, California office space (the “Irvine Lease”). The lease expires on October 1, 2033. Current base rent pursuant to the Irvine Lease is $41,027 per month, increasing to $58,495 per month over the term of the lease. It is anticipated that AESE will no longer act as guarantor of the Irvine Lease, effective upon the closing of the Sale Transaction. See Note 4 – Discontinued Operations. Investment Agreements TV Azteca Investment In June 2019, the Company entered into an exclusive ten-year strategic investment and revenue sharing agreement (the “TV Azteca Agreement”) with TV Azteca, in order to expand the Allied Esports brand into Mexico. Pursuant to the terms of the TV Azteca Agreement, as amended, TV Azteca purchased 742,692 shares of AESE common stock for $5,000,000. In connection with the TV Azteca Agreement, AESE was to provide $7,000,000 to be used for various strategic initiatives including digital channel development, facility and flagship construction in Mexico, co-production of Spanish language content, platform socialization, and marketing initiatives. The Company was entitled to various future revenues generated from the investment. Through December 31, 2020, the Company paid $5,000,000 in connection with the TV Azteca agreement. On July 20, 2020, AESE and TV Azteca entered into an amendment to the TV Azteca Agreement (the “Azteca Amendment’). The Azteca Amendment provides that, subject to the approval of the terms of the Azteca Amendment by the our Board of Directors: (i) TV Azteca waives our obligations under the Term Sheet to pay TV Azteca $1,000,000 on each of March 1, 2021 and March 1, 2022 for various strategic initiatives, and to further invest in and develop an esports platform for the Mexican market; (ii) we shall waive the 24-month lock-up that prohibits TV Azteca from selling or transferring the 763,904 shares of our common stock TV Azteca purchased pursuant to the Share Purchase Agreement (the “Purchased Shares”); (iii) TV Azteca may sell the Purchased Shares in compliance with applicable securities laws, subject to selling at a reasonable market price and subject to a daily volume cap not to exceed 25% of the our total daily Nasdaq trading volume; and (iv) if TV Azteca sells all of the Purchased Shares within a three-month period following our Board of Directors approval of the Azteca Amendment, for gross proceeds of less than $1,600,000, then on March 1, 2021, we shall contribute additional capital to the parties’ strategic alliance pursuant to the Term Sheet in an amount equal to such shortage. TV Azteca did not sell all of the Purchased Shares within such timeframe and we are no longer is required to contribute additional capital to the parties’ strategic alliance pursuant to the Term Sheet. On December 31, 2020, the Company recognized an impairment of $5,000,000 related to its investment in TV Azteca due to management’s determination that the future cash flows are not expected to be sufficient to recover the carrying value of this investment. Simon Agreement In June 2019, the Company entered into an agreement (the “Simon Agreement”) with Simon Equity Development, LLC (“Simon”), a shareholder of the Company, pursuant to which Allied Esports would conduct a series of mobile esports gaming tournaments and events at selected Simon shopping malls and online called the Simon Cup, in each of 2019, 2020 and 2021, and would also develop esports and gaming venues at certain Simon shopping malls in the U.S. In connection with the Simon Agreement, AESE placed $4,950,000 of cash into an escrow account to be utilized for various strategic initiatives including the build-out of branded esports facilities at Simon malls, and esports event programs. On October 22, 2019, $1,300,000 was released from escrow in order to fund expenses incurred in connection with the 2019 Simon Cup. As of December 31, 2019, the balance in the escrow account was $3,650,000, which is shown as restricted cash on the accompanying consolidated balance sheet. The Simon Agreement and the related Escrow Agreement, as amended, permitted Simon to request the return of any funds remaining in escrow if the parties did not agree on the 2020 spending plan by March 8, 2020. On March 18, 2020, as the COVID-19 pandemic accelerated in the United States, Simon notified the escrow agent that the parties had not agreed on a 2020 spending plan and requested the return of the remaining funds in the escrow account. The escrow agent returned the remaining $3,650,000 to Simon on March 26, 2020. During the year ended December 31, 2020, the Company recorded $3,650,000, of stock-based compensation related to the return of cash held in escrow, which is reflected in stock-based compensation expense on the accompanying consolidated statements of operations and comprehensive loss. The COVID-19 pandemic has delayed indefinitely the parties’ ability to plan and budget for the 2020 and 2021 esports programming and esports venues. The parties have agreed to extend the due date under the applicable agreements from March 8, 2020 to January 31, 2021, in order to continue to develop and budget for the annual esports program and esports venues in future years once the COVID-19 pandemic has ended. As of the date of this document, no additional documents have been drafted or executed between the Company and Simon, but discussions are ongoing. Brookfield Partnership On January 14, 2020, the Company issued 758,725 shares of its common stock to BPR Cumulus LLC, an affiliate of Brookfield Property Partners (“Brookfield”) in exchange for $5,000,000 (the “Purchase Price”) pursuant to a Share Purchase Agreement (the “Brookfield Agreement”). The Purchase Price was placed into escrow and is to be used by the Company or its subsidiaries to develop integrated esports experience venues at mutually agreed upon shopping malls owned and/or operated by Brookfield or any of its affiliates (each, an “Investor Mall”), that will include a dedicated gaming space and production capabilities to attract and to activate esports and other emerging live events (each, an “Esports Venue”). To that end, half of the Purchase Price will be released from escrow to the Company upon the execution of a written lease agreement between Brookfield and the Company for the first Esports Venue, and the other half will be released to the Company upon the execution of a written lease agreement between Brookfield and the Company for the second Esports Venue. Further, pursuant to the Brookfield Agreement, the Company must create, produce, and execute three (3) esports events during each calendar year 2020, 2021 and 2022 that will include the Company’s esports truck at one or more Investor Malls at mutually agreed times. The balance held in escrow as of December 31, 2020 is $5,000,000 and is reflected in restricted cash on the accompanying consolidated balance sheet. As of the date of this document, no additional documents have been drafted or executed between the Company and Brookfield, but discussions are ongoing. The parties have agreed not to move forward with any leases until the pandemic has ended but are currently discussing alternative initiatives while they wait. Consulting Agreement On August 9, 2019, the Company entered into a consulting services agreement with a related party, Black Ridge Oil & Gas, the Company’s prior sponsor (“BROG”), pursuant to which BROG provided administration and accounting services to the Company through December 31, 2019, in exchange for consulting fees in the aggregate of $348,853. Employment Agreements On November 5, 2019, the Company entered into an employment agreement (the “CEO Agreement”) with the Company’s CEO. The CEO Agreement is effective as of September 20, 2019. The CEO Agreement provides for a base salary of $300,000 per annum as well as annual incentive bonuses as determined by the Board of Directors, subject to the attainment of certain objectives. The CEO Agreement provides for severance equal to twelve months of the CEO’s base salary. In connection with the CEO agreement, the CEO also received 17,668 shares of the Company’s restricted common stock, with a grant date value of $100,000, which vest one year from date of issuance. Unless terminated for cause, any unvested equity awards are immediately vested upon termination. The employment agreement expires on August 9, 2022 and may be extended for a period up to one year upon mutual written agreement by the CEO and the Company at least thirty days prior to expiration. On April 24, 2020, the CEO Agreement between the Company and its CEO was amended such that effective May 1, 2020, the CEO’s annual salary will be reduced by 80% to $60,000 for a six-month period. On September 30, 2020, the CEO Agreement was further amended such that effective November 1, 2020, the CEO’s annual salary will be $210,000 for a six-month period, and thereafter the initial annual base salary of $300,000 set forth in the CEO Agreement will be restored. On December 31, 2020, the Company and Frank Ng, who serves as Chief Executive Officer and a director of the Company, amended Mr. Ng’s employment agreement (the “Employment Agreement Amendment”). The Employment Agreement Amendment provides that Mr. Ng’s annual salary will be $400,000 per year payable in cash, and that the Company may, but is no longer required to, issue to Mr. Ng any shares of the Company’s common stock as compensation for his services. 2020 Cash Bonus Payments On December 30, 2020, the Company’s Board of Directors authorized the payment of an aggregate of approximately $1,245,000 in cash bonus payments to its employees for services provided during the year 2020, contingent upon the closing of the sale of WPT. Of the aggregate $1,245,000 cash bonuses payable, approximately $674,000 is payable to the employees of WPT and approximately $571,000 is payable to the employees of the Company’s continuing operations. Change of Control Agreements On December 30, 2020, the Company’s Board of Directors authorized the Company to enter into an agreement with the Company’s CEO which, upon the closing of a transaction that resulted in a change-in-control of WPT, as defined, would obligate the Company to pay the CEO $1,000,000 upon the earlier of his termination of employment with AESE without cause, as defined, or the two-year anniversary of the closing of the change-in-control transaction. Payment may be made in either cash or shares of AESE common stock (valued at the trailing 10-day volume-weighted-average-price prior to the issuance date), at the Company’s discretion. On December 30, 2020, the Company’s Board of Directors authorized WPT to enter into agreements with the WPT CEO and General Counsel which, upon the closing of a transaction that resulted in a change-in-control of WPT, as defined, would obligate WPT to pay the WPT CEO and General Counsel aggregate lump-sum severance payments of $522,827. On December 30, 2020, Company’s Board of Directors approved, subject to a change-in-control of WPT which accelerates the vesting of AESE option grants held by WPT employees, the extension of the exercise period of the options as follows: (i) the options to purchase an aggregate of 340,000 shares of AESE common stock held by the WPT CEO and General Counsel may be exercised until the 10-year anniversary of the issuance date, and (ii) the remaining options to purchase an aggregate of 300,000 shares of AESE common stock may be exercised until the one-year anniversary of the change-in-control. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 16 – Stockholders’ Equity Amendment to Company Charter On July 27, 2020, the Company filed an Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of shares of common stock currently authorized by the Certificate by 10,000,000 shares, from 65,000,000 shares to 75,000,000 shares. On November 4, 2020, the Company filed with the Delaware Secretary of State an amendment to its Second Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of its common stock from 75,000,000 shares to 100,000,000 shares. Put Option Agreement and Exercise On February 25, 2020 (the “Effective Date”), the Company entered into a Put Option Agreement (the “Agreement”) with the Chairman of the Company’s Board of Director (the “Chairman”), pursuant to which the Company has an option in its discretion, to sell shares of its common stock (the “Option Shares”) to the Chairman for aggregate gross proceeds of up to $2.0 million, at a purchase price of $1.963 per Option Share, subject to the following limitations: a) The total number of shares that may be issued under the Agreement will be limited to 19.99% of the Company’s outstanding shares on the date the Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; b) The Company may not issue, and the Chairman may not purchase Option Shares to the extent that such issuance would result in the Chairman and his affiliates beneficially owning more than 19.99% of the then issued and outstanding shares of the Company’s common stock unless (i) such ownership would not be the largest ownership position in the Company, or (ii) stockholder approval is obtained for ownership in excess of 19.99%; c) The Company may not issue, and the Chairman may not purchase any Option Shares if such issuance and purchase would be considered equity compensation under the rules of The Nasdaq Stock Market unless stockholder approval is obtained for such issuance; and d) Option Shares are subject to a six-month lock-up period whereby they cannot be sold or transferred. On March 9, 2020, the Company provided notice to the Chairman that it had elected to exercise the Put Option to sell 1,018,848 Option Shares at a purchase price of $1.963 per share for total proceeds of $2,000,000. The Option Shares were issued on May 15, 2020. On September 29, 2020, the Company received proceeds of $21,875 from the Chairman, representing the disgorgement of short swing profits realized from the sale of shares. Equity Purchase Option Prior to the Closing Date, BRAC sold an option to purchase up to 600,000 units, exercisable at $11.50 per Unit, in connection with BRAC’s initial public offering (the “Equity Purchase Option”). Each Unit consisted of one and one-tenth shares of common stock and a warrant to purchase one share of common stock at $11.50 per share. Effective upon the closing of the Merger, the units converted by their terms into the shares and warrants, and the option now represents the ability to buy such securities directly (and not units). The Equity Purchase Option may be exercised on either a cash or a cashless basis, at the holder’s option, and expires on October 4, 2022. These previously issued BRAC Shares and Warrant Purchase Options are deemed to be issued in connection with the Merger, as a result of the reverse recapitalization. A summary of the Equity Purchase Option activity during the year ended December 31, 2020 is presented below: Number of Weighted Weighted Equity Average Average Purchase Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 600,000 $ 11.50 Granted - Exercised - Expired - Forfeited - Outstanding, December 31, 2020 600,000 $ 11.50 1.8 $ - Exercisable, December 31, 2020 600,000 $ 11.50 1.8 $ - Common Stock On January 14, 2020, the Company issued 758,725 shares of its common stock to an investor in exchange for $5,000,000 (the “Purchase Price”) pursuant the Brookfield Agreement (see Note 14 – Commitments and Contingencies, Brookfield Partnership). On August 6, 2020, the Company issued 50,000 shares of common stock to its Chief Financial Officer. The shares were immediately vested with no restrictions and had a grant date value of $109,000. On September 24, 2020, the Company issued 14,286 shares of common stock to the Chairman of the Board of Directors. The common stock was immediately vested with no restrictions and had grant date value of $20,000. On August 7, 2020, the Company issued 217,999 shares of common stock with a grant date value of $474,000 to certain officers and employees of the Company, in satisfaction of bonus obligations incurred in previous years, which were included in accrued expenses as of December 31, 2019. On April 29, 2020, the Company issued 3,392,857 shares of its common stock valued at $9,998,845 upon the conversion of $5,000,000 debt (see Note 10 – Convertible Debt and Convertible Debt, Related Party, Convertible Bridge Notes and Convertible Bridge Notes, Related Party). During the year ended December 31, 2020, the Company issued 9,678,840 shares of its common stock valued at $13,218,091 for the redemption of $10,461,191 of debt and accrued interest (see Note 10 – Convertible Debt and Convertible Debt, Related Party, Senior Secured Convertible Notes). Equity Incentive Plan On August 9, 2019, the Company’s Equity Incentive Plan (the “Incentive Plan”) was approved by the Company’s stockholders. The Incentive Plan is administered by the Board of Directors or a committee designated by the Board of Directors to do so. The effective date of the Incentive Plan was December 19, 2018. The Incentive Plan provides the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted common stock awards, restricted common stock unit awards, as well as other stock-based awards that are deemed to be consistent with the purposes of the plan. There are 3,463,305 shares of common stock reserved under the Incentive Plan, of which 471,486 shares remain available to be issued as of December 31, 2020. Stock Options A summary of the option activity during the year ended December 31, 2020 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 2,480,000 $ 4.34 9.86 $ - Granted 200,000 2.15 Exercised - - Expired - - Forfeited (250,000 ) 4.47 Outstanding, December 31, 2020 2,430,000 $ 4.15 8.92 $ - Exercisable, December 31, 2020 557,500 $ 4.33 2.84 $ - Options outstanding and exercisable as of December 31, 2020 are as follows: Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.11 80,000 - - $ 2.17 120,000 - - $ 4.09 1,890,000 2.89 472,500 $ 5.66 340,000 2.56 85,000 2,430,000 2.84 557,500 Effective June 30, 2020, two of the Company’s directors (the “Resigning Directors”) resigned from their positions as members of the Company’s Board of Directors. Options for the purchase of an aggregate of 20,000 shares of common stock, with a grant date value of $43,356, held by the Resigning Directors were modified such that the options will be fully vested on September 20, 2020 and will be exercisable through September 20, 2029. The Company recorded $8,386 of incremental stock-based compensation expense as a result of the option modification for the year ended December 31, 2020. On August 7, 2020, the Company’s Board approved, in connection with its general counsel’s transition to a part-time employee, the Company’s waiver of any forfeiture of non-vested options in connection with such transition and termination of employment scheduled for February 2021, such that the options for the purchase of 170,000 shares of common stock (grant date value of $266,733) held by the Company’s general counsel will continue to vest according to their original vesting schedules and will expire ninety days after November 21, 2023. The incremental value of the modified option award of $64,093, along with the unamortized portion of the original award, will be amortized through the termination date in February 2021. The option grants described below were issued from the Company’s 2019 Stock Incentive Plan (“Incentive Plan”). On September 20, 2019, the Company issued ten-year options for the purchase of 400,000 shares of AESE common stock, pursuant to the Incentive Plan. The options had an exercise price of $5.66 per share and a 4-year vesting term, with 25% vesting on each anniversary of the date of grant. The options had an aggregate grant date fair value of $867,120. On November 21, 2019, the Company issued ten-year options for the purchase of 2,080,000 shares of AESE common stock, pursuant to the Incentive Plan. The options had an exercise price of $4.09 per share and a 4-year vesting term, with 25% vesting on each anniversary of the date of grant. The options had an aggregate grant date fair value of $3,263,551. On July 1, 2020, the Company issued ten-year options for the purchase of 80,000 shares of common stock, with a grant date value of $61,186, to two directors of the Company. The options are exercisable at $2.11 per share and have a 4-year vesting term, with 25% vesting on each anniversary of the date of grant. On August 6, 2020, the Company issued ten-year options for the purchase of 120,000 shares of common stock, with an aggregate grant date value of $97,947 to WPT’s general counsel. The options are exercisable at $2.17 per share and have a 4-year vesting term with 25% vesting on each anniversary of the date of grant. The grant date value of options granted during the year ended December 31, 2020 were calculated using the Black-Scholes option pricing model, with the following assumptions used: For the Years Ended December 31, 2020 2019 Risk free interest rate 0.55 - 0.69% 1.74 - 1.77% Expected term (years) 6.25 6.25 Expected volatility 38% 36% Expected dividends 0.00% 0.00% The weighted average grant date fair value of the stock options granted during the years ended December 31, 2020 and 2019 was approximately $0.80 and $1.67 per share, respectively. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. For the years ended December 31, 2020 and 2019, the Company recorded $1,158,173 and $149,893, respectively, of stock-based compensation expense related to stock options issued as compensation, of which $214,239 and $22,339, respectively, was included in net income (loss) of discontinued operations on the accompanying consolidated statements of operations. As of December 31, 2020, there was $1,884,569 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of 2.9 years. Restricted Common Stock A summary of the non-vested restricted common stock activity during the year ended December 31, 2020 is presented below: Number of Weighted Average Non-vested balance, January 1, 2020 80,393 $ 5.66 Granted 199,143 2.03 Vested (80,393 ) 5.66 Forfeited - - Non-vested balance, December 31, 2020 199,143 $ 2.03 The stock grants described below were issued from the Company’s Incentive Plan. On September 20, 2019, the Company issued an aggregate of 80,393 shares of restricted common stock, pursuant to the Incentive Plan, to certain members of the Board of Directors and Executives. The restricted common stock had an aggregate grant date fair value of $455,000 and vested on the one-year anniversary of the date of grant. The shares were valued at the trading price of the Company’s stock on the date of grant. On July 1, 2020, the Company issued 18,958 shares of restricted common stock with a grant date value $40,000 to two directors of the Company. The restricted common stock remains subject to transfer and forfeiture restrictions until the shares vest on the one-year anniversary of the date of grant. On August 7, 2020, the Company issued 50,000 shares of restricted common stock, with an aggregate grant date value of $109,000 to its Chief Financial Officer (“CFO”). The 50,000 shares of restricted common stock have transfer and forfeiture restrictions until the shares vest in two equal installments on August 18, 2021 and August 18, 2022. On August 7, 2020, the Company issued 94,471 shares of restricted common stock with a grant date value $205,000 to certain officers and directors. The restricted common stock remains subject to transfer and forfeiture restrictions until the shares vest on the one-year anniversary of the date of grant. On September 24, 2020, the Company issued 35,714 shares of restricted common stock with a grant date value of $50,000 to its CFO. The restricted common stock remains subject to transfer and forfeiture restrictions until the shares vest on August 18, 2021. For the years ended December 31, 2020 and 2019, the Company recorded $588,220 and $127,152, respectively, of stock-based compensation expense related to restricted stock issued as compensation of which $40,165 and $6,986, respectively, was included in net income (loss) of discontinued operations on the accompanying statements of operations. As of December 31, 2020, there was $239,779 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 1.0 years. Warrants Prior to the August 9, 2019 Closing Date of the Merger (see Note 1 – Background and Basis of Presentation), BRAC issued 14,305,000 five-year warrants (the “BRAC Warrants”) for the purchase of the Company’s common stock at $11.50 per share in connection with BRAC’s initial public offering. These previously issued BRAC Warrants are deemed to be issued in connection with the Merger, as a result of the reverse recapitalization. As of result of the August 9, 2019 Merger, the Company issued to the former owners of Allied Esports and WPT five-year warrants to purchase an aggregate of 3,800,003 shares of common stock at a price of $11.50 per share and issued five-year warrants for the purchase of an aggregate of 532,000 shares of common stock to the Noteholders with an exercise price of $11.50 per share. On June 8, 2020, the Company issued warrants for the purchase of 1,454,546 shares of common stock at $4.13 per share in connection with the issuance of Senior Secured Convertible Notes (See Note 10 – Convertible Debt and Convertible Debt, Related Party, Senior Secured Convertible Notes). A summary of warrant activity during the year ended December 31, 2020 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Outstanding, January 1, 2020 18,637,003 $ 11.50 4.6 $ - Issued 1,454,546 4.13 Exercised - - Cancelled - - Outstanding, December 31, 2020 20,091,549 $ 10.97 3.7 $ - Exercisable, December 31, 2020 20,091,549 $ 10.97 3.7 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Senior Secured Convertible Notes On January 4, 2021, the Company issued 529,383 shares of common stock as redemption payments on the Senior Secured Convertible Notes. See Note 10 – Convertible Debt and Convertible Debt, Related Party. As of the close of business on January 4, 2021, the principal and accrued interest associated with the Senior Notes were repaid in full. Director Awards On January 4, 2021, the Company issued to its non-executive directors an aggregate of 126,584 shares of common stock from its Incentive Plan. The shares were issued for their director services to the Company. Restricted Stock On January 19, 2021, the Company entered into a Restricted Stock Unit Agreement with its Chief Executive Officer (“CEO”). Pursuant to this agreement, the CEO received restricted stock units having a stated value equal to $1,000,000, which restricted stock units represent the right to receive $1,000,000 payable upon the earlier of the two-year anniversary of the closing date of the Sale Transaction (provided that the CEO remains continuously employed by the Company through such date), or the termination of the CEO’s employment without cause (as defined in his employment agreement) (as applicable, the “Vesting Date”). At the time of payment, the Company may elect pay the $1,000,000 award in cash or in shares of common stock valued at the fair market value of our common stock on the Vesting Date, or any combination thereof. All issuances of common stock will be issued from our 2019 Equity Incentive Plan. If payments or benefits provided or to be provided by the Company or its affiliates to the CEO pursuant to the agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) that would be subject to the excise tax imposed under Section 4999 of the Code (collectively, the “Excise Tax”), payments to be made under the agreement will be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. On March 22, 2021, the agreement was amended to provide that the Vesting Date would apply after the two-year anniversary of the sale of CSI to Element Partners, LLC, Bally’s Corporation, or their affiliates (provided that the CEO remains continuously employed by the Company through such date). Sale of WPT During 2021, the Company entered into the Stock Purchase Agreement (or “SPA”) whereby CSI (a wholly-owned subsidiary of the Company and the entity that directly or indirectly owns the legal entities comprising the WPT business) would be sold to Element Partners, LLC (the “Buyer”), a Delaware limited liability company formed for the purposes of acquiring the WPT business in the Sale Transaction. The Buyer is owned by an investment fund. See Note 1 – Background and Basis of Presentation and Note 4 – Discontinued Operations. Pursuant to the SPA, the Buyer intends to purchase 100% of the outstanding capital stock of CSI for a base purchase price of $105 million. This base purchase price will be adjusted to reflect the amount of CSI’s cash, indebtedness (other than indebtedness related to an outstanding $685,300 Paycheck Protection Program loan) and accrued and unpaid transaction expenses as of the closing of the Sale Transaction. The Buyer remitted a $10.0 million advance payment of the base purchase price to the Seller upon the execution of the SPA and is required to pay the balance of the base purchase price at the closing of the Sale Transaction. The SPA contains customary representations and warranties, covenants and indemnification provisions. The closing of the Sale Transaction is subject to closing conditions, including the approval of the Sale Transaction by the Company’s stockholders and other customary closing conditions. The Company intends to consummate the Sale Transaction shortly after obtaining stockholder approval, assuming all other conditions to the completion of the Sale Transaction have been satisfied or waived by the appropriate parties. The SPA may be terminated by Buyer or the Company if the closing of the Sale Transaction has not occurred by September 30, 2021, or upon the occurrence of certain customary events as set forth in the SPA. Depending on the circumstances surrounding a termination of the SPA, the Buyer may be required to pay a $10.0 million non-performance fee to the Company, and the Company may be required to pay a $3.45 million termination fee to the Buyer, and the Company may be required to return to Buyer the $10.0 million advance payment of the purchase price and reimburse Buyer for up to $1.0 million of its documented out of pocket expenses incurred in connection with the authorization, preparation, negotiation, execution and performance of the SPA and the Sale Transaction. Effective upon any termination of the SPA, other than a termination in which Buyer is required to pay a non-performance fee to the Company, Buyer (or its affiliate) and Peerless Media Limited, an indirect subsidiary of the Company that owns intellectual property related to the WPT Business, will enter into a 3-year brand license for Buyer’s (or its affiliate’s) use of the WPT brand in the territory of Asia for real-money gaming in exchange for revenue-based royalty payments of 20% of qualifying revenues, and minimum annual guaranteed royalty payments of $4.0 million, $6.0 million and $8.0 million for the first, second and third years, respectively. Such license will be subject to further customary terms and conditions and provide Peerless Media Limited with a $2.0 million buy-out right after the first year. In the event of any termination of the Stock Purchase Agreement under any circumstance in which the Buyer is required to pay a termination fee to us, the Company will have the option, but not the obligation, to require the Buyer to enter into such license agreement with Peerless Media Limited. On January 26, 2021, WPT received notice from its lender that the entirety of the $685,300 of outstanding principal of its PPP Loan, which is included in current liabilities held for sale on the accompanying balance sheets, was forgiven. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of AESE and its consolidated subsidiaries. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”). Expenses that the Former Parent incurred on behalf of WPT and Allied Esports prior to the Merger were allocated to each entity using specific identification. |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the valuation and carrying amount of goodwill and other intangible assets, accounts receivable reserves, the valuation of investments, stock-based compensation, warrants and deferred tax assets, as well as the recoverability and useful lives of long-lived assets, including intangible assets, property and equipment and deferred production costs. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents All short-term investments of the Company that have a maturity of three months or less when purchased are considered to be cash equivalents. There were no cash equivalents as of December 31, 2020 or 2019. |
Restricted Cash | Restricted Cash Restricted cash consists of cash held in an escrow account to be utilized for various approved strategic initiatives and esports event programs pursuant to an agreement with Brookfield Property Partners. See Note 14 – Commitments and Contingencies, Investment Agreements. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their contractual amounts. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. As of December 31, 2020 and 2019, there was no bad debt allowance. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives once the asset is placed in service. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term (including renewal periods that are reasonably assured). Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The estimated useful lives of property and equipment are as follows: Computer equipment 3 - 5 years Production equipment 5 years Furniture and Fixtures 3 - 5 years Software 1 - 5 years Gaming Truck 5 years Leasehold Improvements 10 years |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The Company’s intangible assets consist of the Allied Esports trademarks, which are being amortized over a useful life of 10 years. Intangible assets with indefinite lives are not amortized but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2020 and 2019, the Company recognized an impairment of $6,138,631 and $600,000, respectively related to certain investments, $5,595,557 and $0, respectively, related to property and equipment. and during the year ended December 31, 2019 the Company recognized impairment expense of $330,340 related to deferred production costs, due to management’s determination that the future cash flows from these assets are not expected to be sufficient to recover their carrying value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of the Company’s financial instruments, such as accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company’s convertible debt approximates fair value due to its short-term nature and market rate of interest. |
Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. These fair value measurements are categorized within level 3 of the fair value hierarchy. The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved or in the case of nonfinancial assets or liabilities. See “Impairment of Long-Lived Assets”, above. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s statements of operations. As of December 31, 2020 and 2019, the Company had no liability for unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2020 2019 Restricted common shares 199,143 - Options 2,430,000 2,480,000 Warrants 20,091,549 18,637,003 Convertible debt 439,811 (1) 1,647,058 Equity purchase options 600,000 600,000 Contingent consideration shares 269,231 3,846,153 24,029,734 27,210,214 (1) Common stock equivalents associated with convertible debt were calculated based on the fixed conversion price in effect for voluntary holder conversions; however, for certain convertible notes there is a variable conversion price in effect under certain scenarios that is equal to 87% of lowest daily volume weighted average price over the prior ten days, subject to a $0.734 floor price. If the applicable convertible note principal and guaranteed interest were all converted at the floor price, the potentially dilutive shares related to convertible debt would be 1,154,789 shares. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under previous guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation. The Company recognizes revenue from continuing operations primarily from the following sources: In-person revenue The Company’s in-person revenue is comprised of event revenue, sponsorship revenue, merchandising revenue and other revenue. Event revenue is generated through Allied Esports events held at the Company’s esports properties. Event revenues recognized from the rental of the Allied Esports arena and gaming trucks are recognized at a point in time when the event occurs. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer. The Company also generates sponsorship revenues for naming rights for, and rental of, the Company’s arena and gaming trucks. Sponsorship revenues from naming rights of the Company’s esports arena and from sponsorship arrangements are recognized on a straight-line basis over the contractual term of the agreement. The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed. In-person revenue was comprised of the following for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Event revenue $ 574,536 $ 3,544,868 Sponsorship revenue 1,730,198 2,081,029 Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Other revenue 1,068 244 Total in-person revenue $ 2,988,363 $ 7,498,363 Multiplatform revenue The Company’s multiplatform content revenue is comprised of distribution revenue and content revenue. Distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channel is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content. Multiplatform revenue was comprised of the following for the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 Distribution revenue $ 222,442 $ - Content revenue - 50,000 Total multiplatform revenue $ 222,442 $ 50,000 The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations: For the Years Ended December 31, 2020 2019 Revenues Recognized at a Point in Time: Event revenue $ 574,536 $ 3,544,868 Distribution revenue 222,442 - Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Content revenue - 50,000 Other revenue 1,068 244 Total Revenues Recognized at a Point in Time 1,480,607 5,467,334 Revenues Recognized Over a Period of Time: Sponsorship revenue 1,730,198 2,081,029 Total Revenues Recognized Over a Period of Time 1,730,198 2,081,029 Total Revenues $ 3,210,805 $ 7,548,363 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of December 31, 2020, all continuing operations’ performance obligations in connection with contract liabilities included within deferred revenue on the prior year consolidated balance sheet have been satisfied. The Company expects to satisfy the remaining performance obligations related to its December 31, 2020 deferred revenue balance within the next twelve months. During the years ended December 31, 2020 and 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. |
Advertising Costs | Advertising Costs Advertising costs from continuing operations are charged to operations in the year incurred and totaled $97,840 and $470,746 for the years ended December 31, 2020 and 2019, respectively. |
Concentration Risks | Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. During the years ended December 31, 2020 and 2019, 10% and 11%, respectively, of the Company’s revenues from continuing operations were from customers in foreign countries. During the year ended December 31, 2020, the Company’s two largest customers accounted for 41% and 13% of the Company’s consolidated revenues from continuing operations. During the year ended December 31, 2019, the Company’s largest customer accounted for 14% of the Company’s consolidated revenues from continuing operations. As of December 31, 2020, a single customer represented 74% of the Company’s accounts receivable from continuing operations. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Euro). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (1.2264 and 1.1215 at December 31, 2020 and 2019, respectively), and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (1.1414 and 1.1194 for the years ended December 31, 2020 and 2019, respectively). Resulting translation adjustments are made directly to accumulated other comprehensive (loss) income. Losses of $0 and $14,941 arising from exchange rate fluctuations on transactions denominated in a currency other than the reporting currency for the years ended December 31, 2020 and 2019, respectively, are recognized in operating results in the consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. |
CARES Act | CARES Act On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, amongst other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Pursuant to Accounting Standards Codification Topic (“ASC 740”), the Company recognizes the tax effects of new tax legislation upon enactment. Accordingly, the CARES Act was effective beginning in the quarter ended March 31, 2020. The Company does not believe that the new tax provisions outlined in the CARES Act will have a material impact on the Company’s consolidated financial statements. |
Discontinued Operations | Discontinued Operations The assets and liabilities of WPT are classified as “held for sale” as of December 31, 2021 and are reflected in the accompanying Consolidated Balance Sheets as “Current assets of discontinued operations,” “Assets of discontinued operations – non-current,” “Current liabilities of discontinued operations” and “Liabilities of discontinued operations – non-current.” The results of operations of WPT are included in “Income (loss) from discontinued operations, net of tax provision” in the accompanying Consolidated Statements of Operations and Comprehensive Loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company will be required to adopt the provisions of this ASU on January 1, 2023, with early adoption permitted for certain amendments. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The adoption of Topic 326 is not expected to have a material impact on the Company’s consolidated financial statements or disclosures. In March 2019, the FASB issued ASU 2019-02, which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. This ASU must be adopted on a prospective basis and is effective for annual periods beginning after December 15, 2020, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its consolidated financial statements. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date (“ASU 2020-02”) which provides clarifying guidance and minor updates to ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 - Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance simplifies the accounting for goodwill impairment by eliminating Step 2 of the goodwill impairment test. Under current guidance, Step 2 of the goodwill impairment test requires entities to calculate the implied fair value of goodwill in the same manner as the amount of goodwill recognized in a business combination by assigning the fair value of a reporting unit to all of the assets and liabilities of the reporting unit. The carrying value in excess of the implied fair value is recognized as goodwill impairment. Under the new standard, goodwill impairment is recognized based on Step 1 of the current guidance, which calculates the carrying value in excess of the reporting unit’s fair value. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations – Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2019. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements associated with fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. This standard was adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements or disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company early adopted this standard on October 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements or disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of estimated useful lives of property and equipment | Computer equipment 3 - 5 years Production equipment 5 years Furniture and Fixtures 3 - 5 years Software 1 - 5 years Gaming Truck 5 years Leasehold Improvements 10 years |
Schedule of anti-diluted shares | December 31, 2020 2019 Restricted common shares 199,143 - Options 2,430,000 2,480,000 Warrants 20,091,549 18,637,003 Convertible debt 439,811 (1) 1,647,058 Equity purchase options 600,000 600,000 Contingent consideration shares 269,231 3,846,153 24,029,734 27,210,214 |
In-person [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of revenue recognition | For the Years Ended December 31, 2020 2019 Event revenue $ 574,536 $ 3,544,868 Sponsorship revenue 1,730,198 2,081,029 Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Other revenue 1,068 244 Total in-person revenue $ 2,988,363 $ 7,498,363 |
Multiplatform Revenue [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of revenue recognition | For the Years Ended December 31, 2020 2019 Distribution revenue $ 222,442 $ - Content revenue - 50,000 Total multiplatform revenue $ 222,442 $ 50,000 |
Adjustment under 606 [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of revenue recognition | For the Years Ended December 31, 2020 2019 Revenues Recognized at a Point in Time: Event revenue $ 574,536 $ 3,544,868 Distribution revenue 222,442 - Food and beverage revenue 310,826 1,158,004 Ticket and gaming revenue 349,526 543,204 Merchandising revenue 22,209 171,014 Content revenue - 50,000 Other revenue 1,068 244 Total Revenues Recognized at a Point in Time 1,480,607 5,467,334 Revenues Recognized Over a Period of Time: Sponsorship revenue 1,730,198 2,081,029 Total Revenues Recognized Over a Period of Time 1,730,198 2,081,029 Total Revenues $ 3,210,805 $ 7,548,363 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | For the Years Ended 2020 2019 Revenues $ 20,149,042 $ 18,523,632 Operating costs and expenses 19,425,951 19,709,567 Income (loss) from operations 723,091 (1,185,935 ) Other income (expense) 2,417 (97,467 ) Net income (loss) from discontinued operations, before tax 725,508 (1,283,402 ) Income tax - - Income (loss) from discontinued operations, net of tax provision $ 725,508 $ (1,283,402 ) Assets Cash $ 3,633,292 Accounts receivable 1,804,627 Prepaid expenses and other assets 289,968 Property and equipment, net 1,674,355 Goodwill 4,083,621 Intangible assets, net 12,305,887 Deposits 79,500 Deferred production costs 12,058,592 Due from affiliates 9,433,975 Current assets held for sale $ 45,363,817 Liabilities Accounts payable $ 211,228 Accrued expenses and other liabilities 3,804,301 Accrued interest 4,224 Deferred revenue 1,970,668 Deferred rent 2,493,526 Loans payable (1) 685,300 Current liabilities held for sale $ 9,169,247 (1) Represents principal balance of PPP Loan. On January 26, 2021, WPT received notice from its lender that the entirety of the $685,300 of outstanding principal of the PPP Loan was forgiven. Assets Cash $ 5,163,156 Accounts receivable 1,491,939 Prepaid expenses and other current assets 283,143 Current assets held for sale 6,938,238 Property and equipment, net 2,470,293 Goodwill 4,083,621 Intangible assets, net 14,755,867 Deposits 79,500 Deferred production costs 10,962,482 Due from affiliates 3,375,875 Non-current assets held for sale 35,727,638 Total assets held for sale $ 42,665,876 Liabilities Accounts payable $ 748,118 Accrued expenses and other current liabilities 2,776,256 Deferred revenue 3,762,221 Current liabilities held for sale 7,286,595 Deferred rent 1,230,224 Non-current liabilities held for sale 1,230,224 Total liabilities held for sale $ 8,516,819 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Schedule of other assets | December 31, 2020 2019 Investment in ESA $ - $ 1,138,631 Investment in TV Azteca - 3,500,000 $ - $ 4,638,631 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of 2020 2019 Software $ - $ 796,546 Office equipment 868,309 776,250 Computer equipment 495,643 484,643 Esports gaming truck 1,222,406 1,222,406 Furniture and fixtures 654,058 652,882 Production equipment 7,841,985 7,876,423 Leasehold improvements 4,645,760 12,622,010 15,728,161 24,431,160 Less: accumulated depreciation and amortization (6,452,432 ) (6,347,146 ) Property and equipment, net $ 9,275,729 $ 18,084,014 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intellectual Property Accumulated Amortization Total Balance as of January 1, 2019 $ 32,080 $ (2,406 ) $ 29,674 Purchases of intangibles 4,335 - 4,335 Amortization expense - - - Balance as of December 31, 2019 36,415 (2,406 ) 34,009 Purchases of intangibles 750 - 750 Amortization expense - (3,941 ) (3,941 ) Balance as of December 31, 2020 $ 37,165 $ (6,347 ) $ 30,818 Weighted average remaining amortization period at December 31, 2020 (in years) 7.7 |
Schedule of estimated future amortization expense | Years Ended December 31, 2021 3,991 2022 3,991 2023 3,991 2024 3,991 2025 3,991 Thereafter 10,863 $ 30,818 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2020 2019 Compensation expense $ 1,010,734 (1) $ 459,420 Rent 148,919 68,182 Event costs 26,926 112,963 Legal and professional fees 307,135 154,474 Unclaimed player prizes 45,171 4,599 Other accrued expenses 268,751 170,135 Other current liabilities 179,381 262,168 $ 1,987,017 $ 1,231,941 (1) Accrued compensation expense includes approximately $571,000 which is payable to the employees of the Company’s continuing operations for their 2020 services, contingent upon the closing of the sale of WPT. See Note 14 – Commitments and Contingencies, 2020 Cash Bonus Payments. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | For the Years Ended December 31, 2020 2019 United States $ (45,315,394 ) $ (15,173,062 ) Foreign (468,944 ) (282,265 ) Loss before income taxes from continuing operations $ (45,784,338 ) $ (15,455,327 ) |
Schedule of income tax provision (benefit) | For the Years Ended December 31, 2020 2019 Federal Current $ - $ - Deferred (7,159,062 ) (7,527,844 ) State and local: Current - - Deferred (681,815 ) (716,938 ) Foreign Current - - Deferred (63,193 ) - (7,904,070 ) (8,244,782 ) Change in valuation allowance 7,904,070 8,244,782 Income tax provision (benefit) $ - $ - |
Schedule of expected tax expense (benefit) | For the Years Ended December 31, 2020 2019 U.S. Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 6.3 % 2.0 % Permanent differences (10.7 %) (0.2 %) Statutory rate differential - domestic v. foreign (0.1 %) (0.2 %) Changes in tax rates 1.0 % 0.0 % Other 0.4 % 1.1 % Adjustments in deferred taxes (0.9 %) 29.6 % Change in valuation allowance (17.0 %) (53.3 %) Total 0.0 % 0.0 % |
Schedule of deferred tax assets | As of 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 13,022,657 $ 8,936,688 Production costs 274,355 231,217 Investment 2,909,497 2,190,138 Stock-based compensation 387,410 56,976 Capitalized start-up costs 322,793 353,651 Property and equipment 1,022,026 - Accruals and other 1,252,731 547,735 Gross deferred tax assets 19,191,469 12,316,404 Property and equipment (1,029,005 ) Net deferred tax assets 19,191,469 11,287,399 Valuation allowance (19,191,469 ) (11,287,399 ) Deferred tax assets, net of valuation allowance $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Years Ending December 31, 2021 $ 1,799,250 2022 1,500,000 2023 1,575,000 2024 1,650,000 2025 1,650,000 Thereafter 3,987,500 $ 12,161,750 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of equity purchase option activity | Number of Weighted Weighted Equity Average Average Purchase Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 600,000 $ 11.50 Granted - Exercised - Expired - Forfeited - Outstanding, December 31, 2020 600,000 $ 11.50 1.8 $ - Exercisable, December 31, 2020 600,000 $ 11.50 1.8 $ - |
Schedule of option activity | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 2,480,000 $ 4.34 9.86 $ - Granted 200,000 2.15 Exercised - - Expired - - Forfeited (250,000 ) 4.47 Outstanding, December 31, 2020 2,430,000 $ 4.15 8.92 $ - Exercisable, December 31, 2020 557,500 $ 4.33 2.84 $ - |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.11 80,000 - - $ 2.17 120,000 - - $ 4.09 1,890,000 2.89 472,500 $ 5.66 340,000 2.56 85,000 2,430,000 2.84 557,500 |
Schedule of fair value of options granted | For the Years Ended December 31, 2020 2019 Risk free interest rate 0.55 - 0.69% 1.74 - 1.77% Expected term (years) 6.25 6.25 Expected volatility 38% 36% Expected dividends 0.00% 0.00% |
Schedule of non-vested restricted stock activity | Number of Weighted Average Non-vested balance, January 1, 2020 80,393 $ 5.66 Granted 199,143 2.03 Vested (80,393 ) 5.66 Forfeited - - Non-vested balance, December 31, 2020 199,143 $ 2.03 |
Schedule of warrant activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Outstanding, January 1, 2020 18,637,003 $ 11.50 4.6 $ - Issued 1,454,546 4.13 Exercised - - Cancelled - - Outstanding, December 31, 2020 20,091,549 $ 10.97 3.7 $ - Exercisable, December 31, 2020 20,091,549 $ 10.97 3.7 $ - |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) | Jan. 19, 2021 |
Subsequent Event [Member] | Stock purchase agreement [Member] | |
Background and Basis of Presentation (Textual) | |
Subsidiary owned sale of equity, pecentage | 100.00% |
Going Concern and Management__2
Going Concern and Management’s Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern and Management (Textual) | ||
Cash | $ 424,223 | $ 3,277,417 |
Restricted cash | 5,000,000 | |
Working capital deficit | 9,900,000 | |
Net loss | (45,800,000) | (15,500,000) |
Cash in continuing operations | $ (5,200,000) | $ (7,600,000) |
Percentage of capacity | 65.00% | |
Bridge Note Payable [Member] | ||
Going Concern and Management (Textual) | ||
Description of convertible debt | As of December 31, 2020, the Company had convertible debt in the gross principal amount of $2.0 million which matures on February 23, 2022, but will be paid upon the sale of WPT, and senior secured convertible notes in the gross principal amount of approximately $0.6 million, of which approximately $0.4 million is payable on January 1, 2021, and the remaining $0.2 million is payable on February 1, 2021, and for which certain payments can be accelerated at the option of the lender (see Note 10 – Convertible Debt and Convertible Debt, Related Party). As of December 31, 2020, the Company also has a Bridge Note outstanding in the amount of approximately $1.4 million which matures on February 23, 2022 , but will be paid upon the sale of WPT, (see Note 11 – Bridge Note Payable) and loans payable in the aggregate amount of $0.9 million, which mature in April 2022 (see Note 12 – Loans Payable). During January 2021, the Company issued an aggregate 529,383 shares of its common stock in full satisfaction of approximately $0.6 million and $0.1 million of principal and interest, respectively, owed on the senior secured convertible notes. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Textual) | ||
Definite lives with intangible assets | 10 years | |
Impairment of investments | $ 6,138,631 | $ 600,000 |
Impairment related to deferred production cost | 330,340 | |
Percentage of likelihood | 50.00% | |
Percentage of variable conversion | 87.00% | |
Floor price | $ 0.734 | |
Anti-dilutive shares related to convertible debt | 1,154,789 | |
Advertising costs | $ 97,840 | $ 470,746 |
Concentration risk, percentage | 10.00% | 11.00% |
Number of customers | 2 | |
Percentage of company's consolidated revenues accounted by largest customer | 14.00% | |
Functional currencies translation | 1.2264 | 1.1215 |
Weighted average exchange rate in foreign currency translation | $ 1.1414 | $ 1.1194 |
Accumulated other comprehensive income (loss) | $ 0 | 14,941 |
Customer One [Member] | ||
Significant Accounting Policies (Textual) | ||
Percentage of company's consolidated revenues accounted by largest customer | 41.00% | |
Customer One [Member] | Accounts Receivable [Member] | ||
Significant Accounting Policies (Textual) | ||
Percentage of company's consolidated revenues accounted by largest customer | 74.00% | |
Customer Two [Member] | ||
Significant Accounting Policies (Textual) | ||
Percentage of company's consolidated revenues accounted by largest customer | 13.00% | |
Property and Equipment [Member] | ||
Significant Accounting Policies (Textual) | ||
Impairment of property and equipment | $ 5,595,557 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Production equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Software [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Software [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Gaming Truck [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of anti-diluted shares - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 24,029,734 | 27,210,214 | |
Restricted common shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 199,143 | ||
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 2,430,000 | 2,480,000 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 20,091,549 | 18,637,003 | |
Convertible debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 439,811 | [1] | 1,647,058 |
Equity purchase options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 600,000 | 600,000 | |
Contingent consideration shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from calculation of weighted average dilutive common shares | 269,231 | 3,846,153 | |
[1] | Common stock equivalents associated with convertible debt were calculated based on the fixed conversion price in effect for voluntary holder conversions; however, for certain convertible notes there is a variable conversion price in effect under certain scenarios that is equal to 87% of lowest daily volume weighted average price over the prior ten days, subject to a $0.734 floor price. If the applicable convertible note principal and guaranteed interest were all converted at the floor price, the potentially dilutive shares related to convertible debt would be 1,154,789 shares. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of revenue recognition - In-person [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,988,363 | $ 7,498,363 |
Event revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 574,536 | 3,544,868 |
Sponsorship revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,730,198 | 2,081,029 |
Food and beverage revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 310,826 | 1,158,004 |
Ticket and gaming revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 349,526 | 543,204 |
Merchandising revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,209 | 171,014 |
Other revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,068 | $ 244 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of revenue recognition - Multiplatform Content [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 222,442 | $ 50,000 |
Distribution revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 222,442 | |
Content revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 50,000 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of revenue recognition - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues Recognized at a Point in Time: | ||
Total Revenues | $ 3,210,805 | $ 7,548,363 |
Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 1,480,607 | 5,467,334 |
Over a Period of Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 1,730,198 | 2,081,029 |
Event revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 574,536 | 3,544,868 |
Distribution revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 222,442 | |
Food and beverage revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 310,826 | 1,158,004 |
Ticket and gaming revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 349,526 | 543,204 |
Merchandising revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 22,209 | 171,014 |
Content revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 50,000 | |
Other revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 1,068 | 244 |
Sponsorship revenue [Member] | Over a Period of Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | $ 1,730,198 | $ 2,081,029 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 19, 2021 | Dec. 31, 2021 | Jan. 26, 2021 | |
Discontinued Operations (Textual) | |||
Sale of transaction, description | During 2021, AESE entered into the Stock Purchase Agreement to sell the equity interests of its subsidiaries that own and operate its WPT business (the “Sale Transaction”), subject to shareholder and regulatory approvals, for a total purchase price of $105 million. | ||
Paycheck protection program loan outstanding | $ 685,300 | $ 685,300 | |
PPP Loan [Member] | |||
Discontinued Operations (Textual) | |||
Outstanding principal amount | $ 685,300 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of discontinued operations [Abstract] | |||
Revenues | $ 20,149,042 | $ 18,523,632 | |
Operating costs and expenses | 19,425,951 | 19,709,567 | |
Income (loss) from operations | 723,091 | (1,185,935) | |
Other income (expense) | 2,417 | (97,467) | |
Net income (loss) from discontinued operations, before tax | 725,508 | (1,283,402) | |
Income tax | |||
Income (loss) from discontinued operations, net of tax provision | 725,508 | (1,283,402) | |
Cash | 3,633,292 | 5,163,156 | |
Accounts receivable | 1,804,627 | 1,491,939 | |
Prepaid expenses and other assets | 289,968 | 283,143 | |
Property and equipment, net | 1,674,355 | 2,470,293 | |
Goodwill | 4,083,621 | 4,083,621 | |
Intangible assets, net | 12,305,887 | 14,755,867 | |
Deposits | 79,500 | 79,500 | |
Deferred production costs | 12,058,592 | 10,962,482 | |
Due from affiliates | 9,433,975 | 3,375,875 | |
Current assets held for sale | 45,363,817 | 6,938,238 | |
Non-current assets held for sale | 35,727,638 | ||
Total assets held for sale | 42,665,876 | ||
Accounts payable | 211,228 | 748,118 | |
Accrued expenses and other liabilities | 3,804,301 | 2,776,256 | |
Accrued interest | 4,224 | ||
Deferred revenue | 1,970,668 | 3,762,221 | |
Deferred rent | 2,493,526 | 1,230,224 | |
Non-current liabilities held for sale | 1,230,224 | ||
Total liabilities held for sale | 8,516,819 | ||
Loans payable | [1] | 685,300 | |
Current liabilities held for sale | $ 9,169,247 | $ 7,286,595 | |
[1] | Represents principal balance of PPP Loan. On January 26, 2021, WPT received notice from its lender that the entirety of the $685,300 of outstanding principal of the PPP Loan was forgiven. |
Reverse Merger and Recapitali_2
Reverse Merger and Recapitalization (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Reverse Merger and Recapitalization (Textual) | |
Contingent consideration, description | All of AEM capital stock outstanding immediately prior to the merger was exchanged for (i) 11,602,754 shares of AESE common stock, (ii) warrants for the purchase of 3,800,003 shares of AESE common stock with an exercise price of $11.50 per share, and (iii) 3,846,153 contingent shares (“Contingent Consideration Shares”). If any holder elects to convert their Bridge Note into common stock, they would be entitled to receive Contingent Consideration Shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after the August 9, 2019 closing date, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. |
Business combination shares of common stock | 11,492,999 |
Shares issued to former parent | 3,528,679 |
Merger Agreement [Member] | |
Reverse Merger and Recapitalization (Textual) | |
Contingent consideration, description | On the Closing Date, pursuant to the Merger Agreement, in order to extinguish amounts owed to the Former Parent by WPT and Allied Esports in the aggregate amount of $32,672,622, AESE (i) repaid $3,500,000 of the amount due to the Former Parent in cash, (ii) assumed $10,000,000 principal of the convertible debt obligations of the Former Parent plus $992,877 of related accrued interest, (iii) issued 2,928,679 shares of the Company’s common stock to the Former Parent with no limitations or encumbrances on sale and (iii) transferred 600,000 shares of the Company’s common stock to the Former Parent which was subject to a lockup period for one year from the Closing Date. |
BRAC shareholders [Member] | |
Reverse Merger and Recapitalization (Textual) | |
Business combination shares of common stock | 7,964,320 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | ||||
Jun. 29, 2020 | Mar. 04, 2020 | Aug. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | |
Other Assets (Textual) | |||||
Impairment charge related to investment | $ 5,000,000 | ||||
ESA [Member] | |||||
Other Assets (Textual) | |||||
Investment percentage owned | 25.00% | ||||
Payment of investment | $ 1,238,631 | ||||
Impairment of investment | $ 600,000 | ||||
Additional impairment charge | $ 1,138,631 | ||||
TV Azteca [Member] | |||||
Other Assets (Textual) | |||||
Payment of investment | $ 1,500,000 | $ 3,500,000 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of other assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets (Details) - Schedule of other assets [Line Items] | ||
Other assets | $ 4,638,631 | |
Investment in ESA [Member] | ||
Other Assets (Details) - Schedule of other assets [Line Items] | ||
Other assets | 1,138,631 | |
Investment in TV Azteca [Member] | ||
Other Assets (Details) - Schedule of other assets [Line Items] | ||
Other assets | $ 3,500,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment, net (Textual) | ||
Depreciation and amortization expense | $ 3,605,539 | $ 3,548,810 |
Property and Equipment [Member] | ||
Property and Equipment, net (Textual) | ||
Impairment in property and equipment | $ 5,595,557 | $ 0 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 15,728,161 | $ 24,431,160 |
Less: accumulated depreciation and amortization | (6,452,432) | (6,347,146) |
Property and equipment, net | 9,275,729 | 18,084,014 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 796,546 | |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 868,309 | 776,250 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 495,643 | 484,643 |
Esports gaming truck [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,222,406 | 1,222,406 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 654,058 | 652,882 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,841,985 | 7,876,423 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,645,760 | $ 12,622,010 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net (Textaual) | ||
Straight-line basis estimated useful lives, description | Intangible assets are amortized on a straight-line basis over the shorter of their license periods or estimated useful lives ranging from two to ten years. | |
Amortization expense | $ (3,941) | $ 0 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance as of January 1 | $ 34,009 | $ 29,674 |
Purchases of intangibles | 750 | 4,335 |
Amortization expense | (3,941) | |
Balance as of December 31 | 30,818 | 34,009 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance as of January 1 | 36,415 | 32,080 |
Purchases of intangibles | 750 | 4,335 |
Amortization expense | ||
Balance as of December 31 | $ 37,165 | 36,415 |
Weighted average remaining amortization period | 7 years 8 months 12 days | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance as of January 1 | $ (2,406) | (2,406) |
Purchases of intangibles | ||
Amortization expense | (3,941) | |
Balance as of December 31 | $ (6,347) | $ (2,406) |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated future amortization expense | Dec. 31, 2020USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
2021 | $ 3,991 |
2022 | 3,991 |
2023 | 3,991 |
2024 | 3,991 |
2025 | 3,991 |
Thereafter | 10,863 |
Total | $ 30,818 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) | Dec. 31, 2020USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Accrued compensation expense | $ 571,000 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued expenses and other current liabilities [Abstract] | |||
Compensation expense | $ 1,010,734 | [1] | $ 459,420 |
Rent | 148,919 | 68,182 | |
Event costs | 26,926 | 112,963 | |
Legal and professional fees | 307,135 | 154,474 | |
Unclaimed player prizes | 45,171 | 4,599 | |
Other accrued expenses | 268,751 | 170,135 | |
Other current liabilities | 179,381 | 262,168 | |
Total | $ 1,987,017 | $ 1,231,941 | |
[1] | Accrued compensation expense includes approximately $571,000 which is payable to the employees of the Company’s continuing operations for their 2020 services, contingent upon the closing of the sale of WPT. See Note 14 – Commitments and Contingencies, 2020 Cash Bonus Payments. |
Convertible Debt and Converti_2
Convertible Debt and Convertible Debt, Related Party (Details) - USD ($) | Jan. 02, 2021 | Aug. 13, 2020 | Aug. 07, 2020 | Jun. 08, 2020 | May 15, 2019 | Apr. 29, 2020 | Aug. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Amendment and acknowledgement agreement, description | the Bridge Notes were amended such that the Bridge Notes matured on August 23, 2020 (the “Maturity Date”). The Bridge Notes were convertible into shares of AESE common stock at any time between the Closing Date and the Maturity Date at a conversion price of $8.50 per share. Further, the minimum interest to be paid under each Note shall be the greater of (a) 18 months of accrued interest at 12% per annum; or (b) the sum of the actual interest accrued plus 6 months of additional interest at 12% per annum. In the event of default, the Bridge Notes shall become immediately due and payable upon the written notice of the holder. | ||||||||
Note purchase agreements, description | the consummation of the Merger, each Noteholder received a five-year warrant to purchase their proportionate share of 532,000 shares of AESE common stock at an exercise price of $11.50 per share. In addition, pursuant to the Note Purchase Agreements, Noteholders are each entitled to their proportionate share of 3,846,153 shares of AESE common stock if such Noteholder’s Note is converted into AESE common stock and, at any time within five years after the date of the closing of the Mergers, the last exchange-reported sale price of AESE common stock is at or above $13.00 for thirty (30) consecutive calendar days (the “Contingent Consideration”). | ||||||||
Fair value of warrants | $ 114,804 | ||||||||
Contingent consideration | $ 152,590 | ||||||||
Debt instrument, description | the Company recorded a debt discount at issuance in the aggregate amount $6,296,556, consisting of (i) the $600,000 difference between the aggregate principal amount of the Senior Notes and the cash proceeds received, (ii) the relative fair value of the warrants of $1,205,959 (which were credited to additional paid in capital), (iii) two years’ guaranteed interest of $1,536,000 (credited to interest payable), (iv) the BCF of $523,636 (credited to additional paid in capital), (v) non-cash interest in the amount of $1,664,000, representing the difference between the anticipated issuance date fair value of common stock issued and the Stock Settlement Price, for Monthly Redemption Payments (credited to interest payable), and (vi) financing costs of $766,961. The debt discount is being amortized using the effective interest method over the term of the Senior Notes. | ||||||||
Interest payable, description | On August 13, 2020, the Company paid in cash an aggregate of $425,096 related to interest payable on the Extended Bridge Notes, such that the balance of principal and interest outstanding under the Extended Bridge Notes as of December 31, 2020 is $2,000,000 and $85,870, respectively. | ||||||||
Amortization of debt discount | $ 3,021,033 | $ 101,012 | |||||||
Monthly redemption payment, description | Each Monthly Redemption Payment may be paid at the Company’s option in cash, or in shares of common stock (the “Stock Settlement Option”) at a price equal to 87% of the lowest daily volume weighted average price in the 10 days prior to the scheduled payment date (the “Stock Settlement Price”), provided that (i) the Company gives thirty days written irrevocable notice prior to the Monthly Redemption Payment (the “Monthly Redemption Notice”), (ii) all amounts due have been paid timely, (iii) there are sufficient number of authorized shares available to be issued, (iv) the Investors do not possess any material non-public information at the time the Company issues the common stock, and (v) the Company’s shares have met certain minimum volume and closing price thresholds. The Stock Settlement Price cannot be lower than $0.734 per share. Monthly Redemption Payments paid in cash require the payment of a 10% premium in addition to the monthly installment. | ||||||||
Senior secured convertible notes, description | The Senior Notes are convertible at each Investor’s option, in whole or in part, and from time to time, into shares of the Company’s common stock (the “Holder Conversion Option” and together, with the Stock Settlement Option, the “ECOs”) at $3.30 per share (subject to adjustment to convert at the same price as any subsequent issuances of Company common stock at a lower issuance price, subject to certain exceptions) (the “Holder Conversion Price”); provided, however, that the parties may not affect any such conversion that would result in an Investor (together with its affiliates) owning in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”). Each Investor, upon notice to the Company, may elect to increase or decrease its Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation may not exceed 9.99%. The Company determined that the ECOs contained a beneficial conversion feature (“BCF”) in the amount of $523,636, which was credited to additional paid in capital. | ||||||||
Option per share (in Dollars per share) | $ 3.30 | ||||||||
Extinguishment loss | $ 3,438,261 | ||||||||
Debt discount amount of remains | $ 3,646 | ||||||||
Common stock redemption payments description | the Company issued 9,678,840 shares of its common stock, as Monthly Redemption Payments in satisfaction of aggregate amount of $9,018,182 of principal and $1,442,909 of interest payable owed on the Senior Notes as well as $1,563,151 of non-cash interest accrued on the Senior Notes. Of the 9,678,840 shares issued, 7,299,215 shares were issued in connection with accelerated Monthly Redemption Payments in the aggregate amount of $7,930,182 (representing $6,836,364 and $1,093,818 of principal and interest, respectively). The Company recorded additional non-cash interest expense in the amount of $1,193,849 in connection with Monthly Redemption Payments during the year ended December 31, 2020. As of December 31, 2020, gross principal and guaranteed interest of $581,818 and $93,091, respectively, remained outstanding on the Senior Notes. | ||||||||
Non-cash interest accrued | $ 100,848 | ||||||||
Noble Link Notes [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Debt face amount | $ 4,000,000 | $ 4,000,000 | |||||||
Accrued interest | 12.00% | ||||||||
Stock per share (in Dollars per share) | $ 8.50 | ||||||||
Aggregate debt amount | 14,000,000 | ||||||||
Amended Bridge Note [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Debt instrument, description | The Company recorded a conversion inducement charge of $5,247,531 as a result of the Amendments, consisting of $4,998,845 representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the $5,000,000 Bridge Note, and $248,686, representing the excess of minimum interest payable pursuant to Amendment 3 over the interest payable pursuant to the original terms of the $5,000,000 Bridge Note. | ||||||||
Conversion inducement charge | $ 5,247,531 | ||||||||
Value of common stock issued upon conversion | 4,998,845 | ||||||||
Original note amount | 5,000,000 | ||||||||
Former Parent [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Debt assumed after merger | $ 10,000,000 | ||||||||
Former Parent [Member] | Noble Link Notes [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Issued of related party debt | $ 1,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Shares for principal and interest outstanding (in Shares) | 529,383 | ||||||||
Bridge Notes [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Bridge notes, description | the Company paid cash of $8,670,431 in satisfaction of principal in the amount of $7,000,000 and interest in the amount of $1,670,431 owed in connection with other Bridge Notes. Further, on June 8, 2020, the Company and the holders (the “Extending Bridge Noteholders”) of the two remaining Bridge Notes outstanding in the aggregate principal amount of $2,000,000 (together, the “Extended Bridge Notes”), of which principal in the amount of $1,000,000 is owed to the spouse of the Company’s Chief Executive Officer (“CEO”) and Director, entered into a Secured Convertible Note Modification (Extension) Agreement with the Company (together, the “Bridge Note Extensions”) pursuant to which, among other things, the Extending Bridge Noteholders agreed to extend the maturity date of their respective Extended Bridge Notes until February 23, 2022. Interest on the Extended Bridge Notes will continue to accrue at 12.0% per year and may be prepaid without penalty. The remaining provisions of the Extended Bridge Notes remain unchanged and in effect. | ||||||||
Interest expense | 1,433,054 | 1,081,401 | |||||||
Including amortization of debt discount | 166,384 | ||||||||
Amortization of debt discount | 101,011 | ||||||||
Excluding amortization of debt discount | $ 115,726 | ||||||||
Senior Notes [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Amortization of debt discount | $ 2,854,649 | ||||||||
Secured Convertible Note Modification and Conversion Agreement [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Agreement, description | the Company and a holder of a $5,000,000 Bridge Note (the “Noteholder”), entered into a Secured Convertible Note Modification and Conversion Agreement (the “Amendment 1”), pursuant to which the Noteholder converted $2,000,000 of the principal amount of its $5,000,000 Bridge Note into 1,250,000 shares of the Company’s common stock at a reduced conversion price of $1.60 per share. On May 22, 2020, the Company and the Noteholder entered into a Secured Convertible Note Modification and Conversion Agreement No. 2 (“Amendment 2”), pursuant to which the remaining principal amount of the $5,000,000 Bridge Note ($3,000,000) was converted into 2,142,857 shares of the Company’s common stock at a reduced conversion price of $1.40 per share. Further, pursuant to Amendment 1 and Amendment 2, interest on the $5,000,000 principal owed to the Noteholder prior to conversion will continue to accrue through the maturity date as if the principal amount had not been converted. Minimum accrued interest payable pursuant to Amendment 2 in the amount of $1,421,096 (the “Accrued Interest”) is payable on or before the maturity date. | ||||||||
Purchase Agreement [Member] | |||||||||
Convertible Debt and Convertible Debt, Related Party (Textual) | |||||||||
Agreement, description | pursuant to a securities purchase agreement (the “Purchase Agreement”) between the Company and certain accredited investors (the “Investors”), the Company issued two senior secured convertible notes (the “Senior Notes”) with an aggregate principal balance of $9,600,000 and immediately vested five-year warrants to purchase an aggregate 1,454,546 shares of common stock at an exercise price of $4.125 per share for net cash proceeds of $9,000,000. The Senior Notes are secured by the assets of the Company, bear interest at 8% per annum and mature on June 8, 2022, with an aggregate of $1,536,000 of interest guaranteed to be paid to the Investors. The Purchase Agreement contains customary representations and warranties, and the Company agreed it would not take on additional debt from third parties without the Investors’ written approval, subject to certain exceptions for ordinary course trade debt. The Company also agreed to use 35% of the proceeds from future financings in excess of $3 million (or $5 million if approved by the Investors) to pay down the outstanding balance on the Loan. The Company reserves its rights under the Purchase Agreement to consummate, subject to certain exceptions, a debtor or equity offering of up to $5 million in the future. |
Bridge Note Payable (Details)
Bridge Note Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Bridge Note Payable (Textual) | ||
Bridge note payable | $ 1,421,096 | |
Interest expense | $ 60,698 | |
Amended Bridge Note [Member] | ||
Bridge Note Payable (Textual) | ||
Maturity date | Feb. 23, 2022 | |
Interest rate, description | Interest on the Amended Bridge Note began to accrue on August 23, 2020 at 12% per annum (increasing to 15% per annum upon an event of default as defined in the Amended Bridge Note). | |
Interest expense | $ 60,698 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loans Payable (Textual) | |||
Aggregate cash proceeds | $ 907,129 | $ 907,129 | |
Bearing interest percent rate | 0.98% | ||
Interest rate, description | Monthly amortized principal and interest payments begin in July 2021 and the notes mature in April 2022. While the PPP Loans currently have two-year maturities, the amended law permits the borrower to request five-year maturities from its lenders. | ||
Interest expense | $ 6,333 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes (Textual) | |
Federal, net operating loss | $ 55,040,000 |
State, net operating loss | 14,204,525 |
Foreign, net operating loss | $ 4,234,582 |
Percentage of ownership | 50.00% |
Percentage of likelihood | If a position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income (loss) before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income (loss) before income taxes [Abstract] | ||
United States | $ (45,315,394) | $ (15,173,062) |
Foreign | (468,944) | (282,265) |
Loss before income taxes from continuing operations | $ (45,784,338) | $ (15,455,327) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | ||
Current | ||
Deferred | (7,159,062) | (7,527,844) |
State and local: | ||
Current | ||
Deferred | (681,815) | (716,938) |
Foreign | ||
Current | ||
Deferred | (63,193) | |
Income tax provision | (7,904,070) | (8,244,782) |
Change in valuation allowance | 7,904,070 | 8,244,782 |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of expected tax expense (benefit) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of expected tax expense (benefit) [Abstract] | ||
U.S. Federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 6.30% | 2.00% |
Permanent differences | (10.70%) | (0.20%) |
Statutory rate differential - domestic v. foreign | (0.10%) | (0.20%) |
Changes in tax rates | 1.00% | 0.00% |
Other | 0.40% | 1.10% |
Adjustments in deferred taxes | (0.90%) | 29.60% |
Change in valuation allowance | (17.00%) | (53.30%) |
Total | 0.00% | 0.00% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 13,022,657 | $ 8,936,688 |
Production costs | 274,355 | 231,217 |
Investment | 2,909,497 | 2,190,138 |
Stock-based compensation | 387,410 | 56,976 |
Capitalized start-up costs | 322,793 | 353,651 |
Property and equipment | 1,022,026 | |
Accruals and other | 1,252,731 | 547,735 |
Gross deferred tax assets | 19,191,469 | 12,316,404 |
Property and equipment | (1,029,005) | |
Net deferred tax assets | 19,191,469 | 11,287,399 |
Valuation allowance | (19,191,469) | (11,287,399) |
Deferred tax assets, net of valuation allowance |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Nov. 05, 2020 | Jan. 14, 2020 | Nov. 05, 2019 | Mar. 23, 2017 | Dec. 30, 2020 | Sep. 30, 2020 | Jul. 20, 2020 | Apr. 24, 2020 | Mar. 26, 2020 | Oct. 22, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Mar. 23, 2020 | Aug. 09, 2019 |
Commitments and Contingencies (Textual) | ||||||||||||||||
Operating leases, description | Allied Esports entered into a non-cancellable operating lease for 30,000 square feet of event space in Las Vegas, Nevada, for the purpose of hosting Esports activities (the “Las Vegas Lease”). As part of the Las Vegas Lease, Allied Esports committed to build leasehold improvements to repurpose the space for Esports events prior to March 23, 2018, the day the Arena opened to the public (the “Commencement Date”). Initial lease terms are for minimum monthly payments of $125,000 for 60 months with an option to extend for an additional 60 months at $137,500 per month. Additional annual tenant obligations are estimated at $2 per square foot for Allied Esports’ portion of real estate taxes and $5 per square foot for common area maintenance costs. Lease payments began at the Commencement Date. The aggregate base rent payable over the lease term will be recognized on a straight-line basis. | |||||||||||||||
Lease and rent description | (i) $299,250 of deferred minimum monthly rent and additional rent due under the lease for the period from April 1, 2020 through June 3, 2020 must be paid in its entirety by December 31, 2021; (ii) the monthly rent to be paid for the period from June 25 through December 31, 2020 (the “Rent Relief Period) was reduced to an amount equal to 20% of gross sales (excluding food sales) at the event space (the “Percentage Rent”), (iii) the initial term of the lease was extended for two additional months until May 31, 2023, and (iv) the option period to extend the lease was extended to between April 1, 2022 and September 30, 2022. Pursuant to the Amended Las Vegas Lease, if the aggregate Percentage Rent during the Rent Relief Period is less than $194,000, Allied Esports must pay the shortfall no later than December 31, 2021. | |||||||||||||||
Rent expense | $ 200,570 | |||||||||||||||
Lease description | The lease expires on October 1, 2033. Current base rent pursuant to the Irvine Lease is $41,027 per month, increasing to $58,495 per month over the term of the lease. | |||||||||||||||
Return of cash held in escrow | $ 3,650,000 | $ 3,650,000 | ||||||||||||||
Consulting fee commitment | $ 348,853 | |||||||||||||||
Cash bonus payments | $ 1,245,000 | |||||||||||||||
Aggregate lump-sum severance payments | $ 522,827 | |||||||||||||||
Change-in-control of WPT, description | On December 30, 2020, Company’s Board of Directors approved, subject to a change-in-control of WPT which accelerates the vesting of AESE option grants held by WPT employees, the extension of the exercise period of the options as follows: (i) the options to purchase an aggregate of 340,000 shares of AESE common stock held by the WPT CEO and General Counsel may be exercised until the 10-year anniversary of the issuance date, and (ii) the remaining options to purchase an aggregate of 300,000 shares of AESE common stock may be exercised until the one-year anniversary of the change-in-control. | |||||||||||||||
Simon Agreement [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Agreement, description | The Simon Agreement and the related Escrow Agreement, as amended, permitted Simon to request the return of any funds remaining in escrow if the parties did not agree on the 2020 spending plan by March 8, 2020. On March 18, 2020, as the COVID-19 pandemic accelerated in the United States, Simon notified the escrow agent that the parties had not agreed on a 2020 spending plan and requested the return of the remaining funds in the escrow account. The escrow agent returned the remaining $3,650,000 to Simon on March 26, 2020. | |||||||||||||||
Balance in escrow account | $ 0 | $ 3,650,000 | $ 4,950,000 | |||||||||||||
Investment agreements cash | $ 1,300,000 | |||||||||||||||
Aggregate Rent Expense [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Aggregate rent expense | 1,967,967 | 1,678,775 | ||||||||||||||
With in-person [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Aggregate rent expense | 1,390,093 | 1,431,818 | ||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Aggregate rent expense | 577,874 | $ 246,957 | ||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Alleged damages claim | $ 3,100,000 | |||||||||||||||
Agreement, description | the Company issued 758,725 shares of its common stock to BPR Cumulus LLC, an affiliate of Brookfield Property Partners (“Brookfield”) in exchange for $5,000,000 (the “Purchase Price”) pursuant to a Share Purchase Agreement (the “Brookfield Agreement”). The Purchase Price was placed into escrow and is to be used by the Company or its subsidiaries to develop integrated esports experience venues at mutually agreed upon shopping malls owned and/or operated by Brookfield or any of its affiliates (each, an “Investor Mall”), that will include a dedicated gaming space and production capabilities to attract and to activate esports and other emerging live events (each, an “Esports Venue”). To that end, half of the Purchase Price will be released from escrow to the Company upon the execution of a written lease agreement between Brookfield and the Company for the first Esports Venue, and the other half will be released to the Company upon the execution of a written lease agreement between Brookfield and the Company for the second Esports Venue. Further, pursuant to the Brookfield Agreement, the Company must create, produce, and execute three (3) esports events during each calendar year 2020, 2021 and 2022 that will include the Company’s esports truck at one or more Investor Malls at mutually agreed times. The balance held in escrow as of December 31, 2020 is $5,000,000 and is reflected in restricted cash on the accompanying consolidated balance sheet. | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Agreement provides for base salary | $ 300,000 | |||||||||||||||
Restricted stock granted, shares (in Shares) | 17,668 | |||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 100,000 | |||||||||||||||
Percentage of annual salary | 80.00% | |||||||||||||||
Annual salary | $ 210,000 | $ 60,000 | ||||||||||||||
initial annual base salary | $ 300,000 | |||||||||||||||
Obligate to pay | $ 1,000,000 | |||||||||||||||
Mr. Ng’s [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Annual salary | 400,000 | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Cash bonus payments | 1,245,000 | |||||||||||||||
WPT [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | 674,000 | |||||||||||||||
Employees [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 571,000 | |||||||||||||||
TV Azteca Agreement [Member] | ||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||
Investment agreements purchased shares (in Shares) | 742,692 | |||||||||||||||
Investment agreements common stock value | $ 5,000,000 | |||||||||||||||
Strategic initiatives | $ 7,000,000 | |||||||||||||||
Amount paid | $ 5,000,000 | |||||||||||||||
Agreement, description | AESE and TV Azteca entered into an amendment to the TV Azteca Agreement (the “Azteca Amendment’). The Azteca Amendment provides that, subject to the approval of the terms of the Azteca Amendment by the our Board of Directors: (i) TV Azteca waives our obligations under the Term Sheet to pay TV Azteca $1,000,000 on each of March 1, 2021 and March 1, 2022 for various strategic initiatives, and to further invest in and develop an esports platform for the Mexican market; (ii) we shall waive the 24-month lock-up that prohibits TV Azteca from selling or transferring the 763,904 shares of our common stock TV Azteca purchased pursuant to the Share Purchase Agreement (the “Purchased Shares”); (iii) TV Azteca may sell the Purchased Shares in compliance with applicable securities laws, subject to selling at a reasonable market price and subject to a daily volume cap not to exceed 25% of the our total daily Nasdaq trading volume; and (iv) if TV Azteca sells all of the Purchased Shares within a three-month period following our Board of Directors approval of the Azteca Amendment, for gross proceeds of less than $1,600,000, then on March 1, 2021, we shall contribute additional capital to the parties’ strategic alliance pursuant to the Term Sheet in an amount equal to such shortage. TV Azteca did not sell all of the Purchased Shares within such timeframe and we are no longer is required to contribute additional capital to the parties’ strategic alliance pursuant to the Term Sheet. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payments | Dec. 31, 2020USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2021 | $ 1,799,250 |
2022 | 1,500,000 |
2023 | 1,575,000 |
2024 | 1,650,000 |
2025 | 1,650,000 |
Thereafter | 3,987,500 |
Total minimum lease payments | $ 12,161,750 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Nov. 04, 2020 | Sep. 24, 2020 | Aug. 07, 2020 | Aug. 06, 2020 | Jul. 01, 2020 | Jun. 30, 2020 | Jun. 08, 2020 | Apr. 29, 2020 | Mar. 09, 2020 | Jan. 14, 2020 | Nov. 21, 2019 | Sep. 20, 2019 | Aug. 09, 2019 | Sep. 24, 2020 | Jul. 27, 2020 | Feb. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 29, 2020 |
Stockholders' Equity (Textual) | |||||||||||||||||||
Number of authorized shares increased (in Shares) | 10,000,000 | ||||||||||||||||||
Issued of common stock (in Shares) | 758,725 | ||||||||||||||||||
Common stock value | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||
Common stock issued (in Shares) | 9,678,840 | ||||||||||||||||||
common stock value | $ 13,218,091 | ||||||||||||||||||
Debt and accrued interest | $ 10,461,191 | ||||||||||||||||||
Options granted (in Shares) | 199,143 | ||||||||||||||||||
Options granted exercise price (in Dollars per share) | $ 0.80 | $ 1.67 | |||||||||||||||||
Stock based compensation | $ 1,158,173 | $ 149,893 | |||||||||||||||||
Compensation issued | $ 5,141,989 | 247,720 | |||||||||||||||||
Restriction of common stock, description | the Company issued 94,471 shares of restricted common stock with a grant date value $205,000 to certain officers and directors. The restricted common stock remains subject to transfer and forfeiture restrictions until the shares vest on the one-year anniversary of the date of grant. | ||||||||||||||||||
Warrants merger description | Prior to the August 9, 2019 Closing Date of the Merger (see Note 1 – Background and Basis of Presentation), BRAC issued 14,305,000 five-year warrants (the “BRAC Warrants”) for the purchase of the Company’s common stock at $11.50 per share in connection with BRAC’s initial public offering. These previously issued BRAC Warrants are deemed to be issued in connection with the Merger, as a result of the reverse recapitalization. As of result of the August 9, 2019 Merger, the Company issued to the former owners of Allied Esports and WPT five-year warrants to purchase an aggregate of 3,800,003 shares of common stock at a price of $11.50 per share and issued five-year warrants for the purchase of an aggregate of 532,000 shares of common stock to the Noteholders with an exercise price of $11.50 per share. | ||||||||||||||||||
Warrants to purchase common stock (in Shares) | 1,454,546 | ||||||||||||||||||
Price per warrant (in Dollars per share) | $ 4.13 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Authorized shares of common stock (in Shares) | 75,000,000 | 65,000,000 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Authorized shares of common stock (in Shares) | 100,000,000 | 75,000,000 | |||||||||||||||||
Put Option Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Aggregate gross proceeds | $ 2,000,000 | ||||||||||||||||||
Purchase price of per option share (in Dollars per share) | $ 1.963 | ||||||||||||||||||
Put option expires period (in Shares) | 1,018,848 | ||||||||||||||||||
Put option purchase price of per share (in Dollars per share) | $ 1.963 | ||||||||||||||||||
Total proceeds of option shares (in Shares) | 2,000,000 | ||||||||||||||||||
Gross proceeds | $ 21,875 | ||||||||||||||||||
Equity purchase option description | Prior to the Closing Date, BRAC sold an option to purchase up to 600,000 units, exercisable at $11.50 per Unit, in connection with BRAC’s initial public offering (the “Equity Purchase Option”). Each Unit consisted of one and one-tenth shares of common stock and a warrant to purchase one share of common stock at $11.50 per share. Effective upon the closing of the Merger, the units converted by their terms into the shares and warrants, and the option now represents the ability to buy such securities directly (and not units). The Equity Purchase Option may be exercised on either a cash or a cashless basis, at the holder’s option, and expires on October 4, 2022. | ||||||||||||||||||
Number of restricted shares of common stock issued (in Shares) | 18,958 | ||||||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Common stock reserved under the plan (in Shares) | 3,463,305 | ||||||||||||||||||
Shares available for issuance (in Shares) | 471,486 | ||||||||||||||||||
Discontinued Operation [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Compensation issued | $ 40,165 | 6,986 | |||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Common stock value | $ 9,998,845 | ||||||||||||||||||
Common stock issued (in Shares) | 3,392,857 | ||||||||||||||||||
Conversion of units | $ 5,000,000 | ||||||||||||||||||
Put Option Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Put option agreement, description | a)The total number of shares that may be issued under the Agreement will be limited to 19.99% of the Company’s outstanding shares on the date the Agreement is signed (the “Exchange Cap”), unless stockholder approval is obtained to issue shares in excess of the Exchange Cap; b)The Company may not issue, and the Chairman may not purchase Option Shares to the extent that such issuance would result in the Chairman and his affiliates beneficially owning more than 19.99% of the then issued and outstanding shares of the Company’s common stock unless (i) such ownership would not be the largest ownership position in the Company, or (ii) stockholder approval is obtained for ownership in excess of 19.99%; c)The Company may not issue, and the Chairman may not purchase any Option Shares if such issuance and purchase would be considered equity compensation under the rules of The Nasdaq Stock Market unless stockholder approval is obtained for such issuance; and d)Option Shares are subject to a six-month lock-up period whereby they cannot be sold or transferred. | ||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Options granted (in Shares) | 120,000 | 80,000 | 2,080,000 | 400,000 | |||||||||||||||
Options granted exercise price (in Dollars per share) | $ 2.17 | $ 2.11 | $ 4.09 | $ 5.66 | |||||||||||||||
Vesting period | 4 years | 4 years | 4 years | 4 years | |||||||||||||||
Vest date of grant | 25.00% | 25.00% | 25.00% | 25.00% | |||||||||||||||
Grant value | $ 97,947 | $ 61,186 | $ 3,263,551 | $ 867,120 | |||||||||||||||
Stock Options [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Vesting period | 2 years 10 months 24 days | ||||||||||||||||||
Compensation issued | $ 214,239 | 22,339 | |||||||||||||||||
Unrecognized compensation expense | $ 1,884,569 | ||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Fair value at date of grant | $ 50,000 | ||||||||||||||||||
Aggregate of common stock, shares (in Shares) | 80,393 | ||||||||||||||||||
Aggregate of common stock, value | $ 40,000 | ||||||||||||||||||
Vesting period | 1 year | ||||||||||||||||||
Compensation issued | $ 588,220 | $ 127,152 | |||||||||||||||||
Unrecognized compensation expense | 239,779 | ||||||||||||||||||
Number of restricted shares of common stock issued (in Shares) | 35,714 | ||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Option to purchase of common shares (in Shares) | 50,000 | ||||||||||||||||||
Vested grant value | $ 109,000 | ||||||||||||||||||
Aggregate of common stock, shares (in Shares) | 50,000 | ||||||||||||||||||
Aggregate of common stock, value | $ 109,000 | ||||||||||||||||||
Vesting period, description | The 50,000 shares of restricted common stock have transfer and forfeiture restrictions until the shares vest in two equal installments on August 18, 2021 and August 18, 2022. | ||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Vested grant value | $ 20,000 | ||||||||||||||||||
Common stock issued (in Shares) | 14,286 | ||||||||||||||||||
Officers and employees [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Common stock issued (in Shares) | 217,999 | ||||||||||||||||||
Fair value at date of grant | $ 474,000 | ||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Aggregate of common stock, shares (in Shares) | 20,000 | ||||||||||||||||||
Aggregate of common stock, value | $ 43,356 | $ 455,000 | |||||||||||||||||
Stock based compensation | $ 8,386 | ||||||||||||||||||
Transition Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Stock based compensation | 64,093 | ||||||||||||||||||
Purchase of common stock, shares | $ 170,000 | ||||||||||||||||||
Grant date value of shares (in Shares) | 266,733 | ||||||||||||||||||
Transition Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||
Stock based compensation | $ 50,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of equity purchase option activity | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Schedule of equity purchase option activity [Abstract] | |
Number of Equity Purchase Options, Outstanding at beginning | 600,000 |
Weighted Average Exercise Price, Outstanding at beginning (in Dollars per share) | $ / shares | $ 11.50 |
Number of Equity Purchase Options, Exercisable | 600,000 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 11.50 |
Weighted Average Remaining Term (Yrs), Exercisable | 1 year 9 months 18 days |
Intrinsic Value, Exercisable (in Dollars) | $ | |
Number of Equity Purchase Options, Granted | |
Number of Equity Purchase Options, Exercised | |
Number of Equity Purchase Options, Expired | |
Number of Equity Purchase Options, Forfeited | |
Number of Equity Purchase Options, Outstanding at ending | 600,000 |
Weighted Average Exercise Price, Outstanding at ending (in Dollars per share) | $ / shares | $ 11.50 |
Weighted Average Remaining Term (Yrs), Outstanding at ending | 1 year 9 months 18 days |
Intrinsic Value, Outstanding at ending (in Dollars) | $ |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of option activity - Options [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Stockholders’ Equity (Details) - Schedule of option activity [Line Items] | |
Number of Options, Outstanding at beginning | shares | 2,480,000 |
Weighted Average Exercise Price, Outstanding at beginning | $ / shares | $ 4.34 |
Weighted Average Remaining Term (Yrs), Outstanding at beginning | 9 years 10 months 9 days |
Intrinsic Value, Outstanding at beginning | $ | |
Number of Options, Exercisable | shares | 557,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.33 |
Weighted Average Remaining Term (Yrs), Exercisable | 2 years 10 months 2 days |
Intrinsic Value, Exercisable | $ | |
Number of Options, Granted | shares | 200,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.15 |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Options, Forfeited | shares | (250,000) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 4.47 |
Number of Options, Outstanding at ending | shares | 2,430,000 |
Weighted Average Exercise Price, Outstanding at ending | $ / shares | $ 4.15 |
Weighted Average Remaining Term (Yrs), Outstanding at ending | 8 years 11 months 1 day |
Intrinsic Value, Outstanding at ending | $ |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of options outstanding and exercisable | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options, Options Outstanding | 2,430,000 |
Weighted Average Remaining Life In Years, Options Exercisable | 2 years 10 months 2 days |
Exercisable Number of Options, Options Exercisable | 557,500 |
2.11 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Options Outstanding (in Dollars per share) | $ / shares | $ 2.11 |
Outstanding Number of Options, Options Outstanding | 80,000 |
Weighted Average Remaining Life In Years, Options Exercisable | |
Exercisable Number of Options, Options Exercisable | |
2.17 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Options Outstanding (in Dollars per share) | $ / shares | $ 2.17 |
Outstanding Number of Options, Options Outstanding | 120,000 |
Weighted Average Remaining Life In Years, Options Exercisable | |
Exercisable Number of Options, Options Exercisable | |
4.09 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Options Outstanding (in Dollars per share) | $ / shares | $ 4.09 |
Outstanding Number of Options, Options Outstanding | 1,890,000 |
Weighted Average Remaining Life In Years, Options Exercisable | 2 years 10 months 20 days |
Exercisable Number of Options, Options Exercisable | 472,500 |
5.66 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Options Outstanding (in Dollars per share) | $ / shares | $ 5.66 |
Outstanding Number of Options, Options Outstanding | 340,000 |
Weighted Average Remaining Life In Years, Options Exercisable | 2 years 6 months 21 days |
Exercisable Number of Options, Options Exercisable | 85,000 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of fair value of options granted | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items] | ||
Expected term (years) | 6 years 3 months | 6 years 3 months |
Expected volatility | 38.00% | 36.00% |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items] | ||
Risk free interest rate | 0.55% | 1.74% |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of fair value of options granted [Line Items] | ||
Risk free interest rate | 0.69% | 1.77% |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of non-vested restricted stock activity | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of non-vested restricted stock activity [Abstract] | |
Number of Restricted Stock, balance at beginning | shares | 80,393 |
Weighted Average Grant Date Fair Value, balance at beginning | $ / shares | $ 5.66 |
Number of Restricted Stock, balance at ending | shares | 199,143 |
Weighted Average Grant Date Fair Value, balance at ending | $ / shares | $ 2.03 |
Number of Restricted Stock, Granted | shares | 199,143 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 2.03 |
Number of Restricted Stock, Vested | shares | (80,393) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 5.66 |
Number of Restricted Stock, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of warrant activity - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Outstanding, balance at beginning | shares | 18,637,003 |
Weighted Average Exercise Price, balance at beginning | $ / shares | $ 11.50 |
Weighted Average Remaining Life in Years, balance at beginning | 4 years 7 months 6 days |
Intrinsic Value, balance at beginning | $ | |
Number of Warrants, Issued | shares | 1,454,546 |
Weighted Average Exercise Price, Issued | $ / shares | $ 4.13 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Number of Warrants, balance at ending | shares | 20,091,549 |
Weighted Average Exercise Price, balance at ending | $ / shares | $ 10.97 |
Weighted Average Remaining Life in Years, balance at ending | 3 years 8 months 12 days |
Intrinsic Value, balance at ending | $ | |
Number of Warrants, exercisable | shares | 20,091,549 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 10.97 |
Weighted Average Remaining Life in Years, Exercisable | 3 years 8 months 12 days |
Intrinsic Value, Exercisable | $ |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 04, 2021 | Jan. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 26, 2021 |
Subsequent Events (Textual) | |||||
Advance payment of purchase price | $ 10,000,000 | ||||
non-performance fee | 10,000,000 | ||||
Termination fee | 3,450,000 | ||||
Documented of pocket expenses | $ 1,000,000 | ||||
Revenue based royalty payment, description | Effective upon any termination of the SPA, other than a termination in which Buyer is required to pay a non-performance fee to the Company, Buyer (or its affiliate) and Peerless Media Limited, an indirect subsidiary of the Company that owns intellectual property related to the WPT Business, will enter into a 3-year brand license for Buyer’s (or its affiliate’s) use of the WPT brand in the territory of Asia for real-money gaming in exchange for revenue-based royalty payments of 20% of qualifying revenues, and minimum annual guaranteed royalty payments of $4.0 million, $6.0 million and $8.0 million for the first, second and third years, respectively. Such license will be subject to further customary terms and conditions and provide Peerless Media Limited with a $2.0 million buy-out right after the first year. | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Issuance of common stock redemption payments (in Shares) | 529,383 | ||||
Outstanding capital stock, percentage | 100.00% | ||||
Outstanding of capital stock | $ 105,000,000 | ||||
Paycheck protection program loan outstanding | 685,300 | $ 685,300 | |||
Advance payment of purchase price | 10,000,000 | ||||
PPP Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Outstanding principal amount | $ 685,300 | ||||
Restricted Stock Unit [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Restricted stock stated value | 1,000,000 | ||||
Cash received on sale transaction | 1,000,000 | ||||
Common stock valued at fair value | $ 1,000,000 | ||||
2019 Equity Incentive Plan [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Common stock to non-executive directors (in Shares) | 126,584 |