Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 22, 2021 | Jun. 30, 2020 | |
Entity Registrant Name | Motorsport Games Inc. | ||
Entity Central Index Key | 0001821175 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Class A Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 10,780,633 | ||
Class B Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 7,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 3,990,532 | $ 1,960,279 |
Accounts receivable, net of allowances of $2,150,684 and $1,891,681 as of December 31, 2020 and 2019, respectively | 5,975,414 | 5,092,332 |
Prepaid expenses and other current assets | 507,177 | 77,021 |
Total Current Assets | 10,473,123 | 7,129,632 |
Property and equipment, net | 162,148 | 127,406 |
Goodwill | 137,717 | 137,717 |
Intangible assets, net | 5,568,452 | 5,327,156 |
Deferred offering costs | 749,370 | |
Other assets | 296,200 | 55,363 |
Total Assets | 17,387,010 | 12,777,274 |
Current Liabilities: | ||
Accounts payable | 705,951 | 266,854 |
Accrued expenses | 3,355,003 | 852,938 |
Due to related parties | 10,853,536 | 8,045,522 |
Total Current Liabilities | 14,914,490 | 9,165,314 |
Other non-current liabilities | 856,694 | |
Total Liabilities | 15,771,184 | 9,165,314 |
Member's Equity: | ||
Member's deficiency attributable to Motorsport Gaming US LLC | (1,029,733) | (3,064,354) |
Noncontrolling interest | 2,645,559 | 6,676,314 |
Total Member's Equity | 1,615,826 | 3,611,960 |
Total Liabilities and Member's Equity | $ 17,387,010 | $ 12,777,274 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 2,150,684 | $ 1,891,681 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Revenues | $ 19,045,529 | $ 11,850,787 | |
Cost of revenues | [1] | 6,595,872 | 4,888,877 |
Gross Profit | 12,449,657 | 6,961,910 | |
Operating Expenses: | |||
Sales and marketing | [2] | 3,402,310 | 3,771,570 |
Development | [3] | 4,649,187 | 4,784,034 |
General and administrative | [4] | 4,335,434 | 2,605,782 |
Depreciation and amortization | 61,579 | 401,622 | |
Loss on impairment of goodwill | 575,015 | ||
Total Operating Expenses | 12,448,510 | 12,138,023 | |
Income (Loss) From Operations | 1,147 | (5,176,113) | |
Interest income | 1,339 | 35,728 | |
Interest expense | [5] | (718,837) | |
Loss attributable to equity method investment | (70,792) | (608,656) | |
Other income (expense), net | 107,289 | (6,523) | |
Net Loss | (679,854) | (5,755,564) | |
Less: Net income (loss) attributable to noncontrolling interest | 1,076,793 | (2,191,418) | |
Net Loss Attributable to Motorsport Gaming US, LLC | $ (1,756,647) | $ (3,564,146) | |
Pro forma net loss per share - basic and diluted | [6] | $ (0.25) | |
[1] | Includes related party costs of $135,431 and $0 for the years ended December 31, 2020 and 2019, respectively. | ||
[2] | Includes related party expenses of $67,686 and $593,094 for the years ended December 31, 2020 and 2019, respectively. | ||
[3] | Includes related party expenses of $93,472 and $15,229 for the years ended December 31, 2020 and 2019, respectively. | ||
[4] | Includes related party expenses of $1,236,591 and $0 for the years ended December 31, 2020 and 2019, respectively. | ||
[5] | Includes related party expenses of $698,830 and $0 for the years ended December 31, 2020 and 2019, respectively. | ||
[6] | Pro forma basic and diluted net loss per share for the year ended December 31, 2020 consists of the net loss attributable to Motorsport Gaming US LLC, divided by the number of shares of the Company's Class A common stock outstanding at the Company's conversion into a Delaware corporation of 7,000,000. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party costs | $ 135,431 | $ 0 | |
Interest expense, related party | 698,830 | 0 | |
IPO [Member] | Class A Common Stock [Member] | |||
Weighted average number of shares outstanding, basic and diluted | 7,000,000 | ||
Sales and Marketing [Member] | |||
Expenses from related party transactions | 67,686 | 593,094 | |
Development [Member] | |||
Expenses from related party transactions | 93,472 | 15,229 | |
General and Administrative [Member] | |||
Expenses from related party transactions | $ 1,236,591 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Member's Equity - USD ($) | Member's Deficiency Attributable to Motorsport Gaming US LLC [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 499,792 | $ 8,867,732 | $ 9,367,524 |
Net (loss) income | (3,564,146) | (2,191,418) | (5,755,564) |
Balance at Dec. 31, 2019 | (3,064,354) | 6,676,314 | 3,611,960 |
Change of control adjustments | 3,791,268 | (5,107,548) | (1,316,280) |
Net (loss) income | (1,756,647) | 1,076,793 | (679,854) |
Balance at Dec. 31, 2020 | $ (1,029,733) | $ 2,645,559 | $ 1,615,826 |
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 | $ (679,854) | $ (5,755,564) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 720,179 | 861,872 |
Sales return and price protection reserves | 314,086 | 55,083 |
Loss on disposal of property and equipment | 32,537 | |
Loss on impairment of goodwill | 575,015 | |
Loss on equity method investee | 70,792 | 608,656 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 642,732 | 56,339 |
Prepaid expenses and other current assets | (427,980) | 5,402 |
Other assets | (40,428) | (5,582) |
Accounts payable | (1,737,999) | (565,287) |
Accrued expenses | 5,094,585 | (260,780) |
Other non-current liabilities | 64,695 | |
Net Cash Provided By (Used In) Operating Activities | 4,053,345 | (4,424,846) |
Cash Flows From Investing Activities: | ||
Acquisition of equity method investee | (244,202) | (484,335) |
Purchase of intangible assets | (100,000) | |
Purchase of property and equipment | (136,755) | (108,293) |
Net Cash Used In Investing Activities | (480,957) | (592,628) |
Cash Flows From Financing Activities: | ||
Proceeds from advances from related parties | 361,145 | 3,564,326 |
Purchase of additional ownership from non-controlling interest | (1,316,280) | |
Payments of deferred offering costs | (587,000) | |
Net Cash (Used In) Provided By Financing Activities | (1,542,135) | 3,564,326 |
Net Increase (Decrease) In Cash | 2,030,253 | (1,453,148) |
Cash - Beginning of the Year | 1,960,279 | 3,413,427 |
Cash - End of the Year | 3,990,532 | 1,960,279 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the year for: Interest | ||
Non-cash investing and financing activities: | ||
Accrual of intangible asset | (791,999) | |
Accrual of deferred offering costs | (162,370) | |
Accrued loss on equity method investee | $ (26,999) | $ (124,321) |
Business Organization, Nature o
Business Organization, Nature of Operations and Risks and Uncertainities | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Organization, Nature of Operations and Risks and Uncertainities | NOTE 1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES Organization and Operations Motorsport Gaming US LLC (“Motorsport Games”) was established on August 2, 2018 under the laws of the State of Florida. Motorsport Gaming US LLC, through its subsidiaries, including 704Games Company (“704Games”), which Motorsport Games acquired a 53.5% equity interest in on August 14, 2018 and an additional 26.2% and 2.5% equity interest on August 18, 2020 and October 6, 2020, respectively (collectively, the “Company”), is a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, including NASCAR, the iconic 24 Hours of Le Mans endurance race and the associated World Endurance Championship, the British Touring Car Championship (the “BTCC”) and others. The Company develops and publishes multi-platform racing video games including for game consoles, personal computer (PC) and mobile platforms. On January 8, 2021, Motorsport Games converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. See Note 14 – Subsequent Events for details. As of the date the financial statements were issued, Motorsport Games’ wholly owned and majority owned subsidiaries were as follows: ● 704Games Company ● Racing Pro League, LLC ● MS Gaming Development LLC ● Motorsport Games Limited (formed on February 6, 2020) In addition, the Company organizes and facilitates esports tournaments, competitions, and events for its licensed racing games as well as on behalf of third-party racing game developers and publishers. Risks and Uncertainties The global spread of the COVID-19 pandemic has created significant business uncertainty for the Company and others, resulting in volatility and economic disruption. Additionally, the outbreak has resulted in government authorities around the world implementing numerous measures to try to reduce the spread of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place, stay-at-home or total lock-down (or similar) orders and business limitations and shutdowns. As a result of the COVID-19 pandemic, including the related responses from government authorities, the Company’s business and operations have been impacted, including the temporary closure of its offices in Orlando, Florida, Silverstone, England, and Moscow, Russia, which has resulted in the Company’s employees working remotely. During the COVID-19 outbreak, demand for the Company’s games has generally increased, which the Company believes is primarily attributable to a higher number of consumers staying at home due to COVID-19 related restrictions. Similarly, there has been a significant increase in viewership of the Company’s esports events since the initial impact of the virus, as these events began to air on both digital and linear platforms, particularly as the Company was able to attract many of the top “real world” motorsport stars to compete. However, several retailers have experienced, and continue to experience, closures, reduced operating hours and/or other restrictions as a result of the COVID-19 pandemic, which has negatively impacted the sales of the Company’s products from such retailers. Additionally, in the Company’s esports business, the COVID-19 pandemic has resulted in the postponing of certain events to later dates or shifting events from an in-person format to online only. The Company continues to monitor the evolving situation caused by the COVID-19 pandemic, and it may take further actions required by governmental authorities or that it determines are prudent to support the well-being of its employees, suppliers, business partners and others. The degree to which the COVID-19 pandemic impacts the Company’s operations, business, financial results, liquidity, and financial condition will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic, its severity, actions to contain the virus or treat its impact, such as the efficacy of vaccines (particularly with respect to emerging strains of the virus), and how quickly and to what extent normal economic and operating conditions can resume. Adverse economic and market conditions as a result of COVID-19 could also adversely affect the demand for the Company’s products and may also impact the ability of its customers to satisfy their obligations to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity On January 15, 2021, the Company completed its initial public offering which resulted in net proceeds to the Company of approximately $62.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company had a net loss of $679,854 and positive cash flows from operations of $4,053,345 for the year ended December 31, 2020. It is expected that operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to reach profitability. The Company expects that its cash on hand will fund its operations for at least one year from the date the consolidated financial statements were issued. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned and majority owned subsidiaries. The interests of non-controlling members are reflected as non-controlling interest in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. On February 18, 2019, the Company formed its subsidiary, Racing Pro League, LLC, under the laws of the State of Delaware. On March 15, 2019, Motorsport Games entered into a joint venture agreement whereby the parties formed Le Mans Esports Series Limited (“Le Mans”), of which Motorsport Games acquired a 45% ownership interest. The Company accounts for its investment in its unconsolidated entity, Le Mans, using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) 323. The equity method is an appropriate means of recognizing increases or decreases measured by U.S. GAAP in the economic resources underlying the investments. Under the equity method, an investor recognizes its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend or distribution. An investor adjusts the carrying amount of an investment for its share of the earnings or losses recognized by the investee. See Note 10 – Commitments and Contingencies – Joint Venture Agreement for additional details. Additionally, see Note 14 – Subsequent Events – Le Mans Agreements for additional information regarding the increase in the Company’s ownership interest in Le Mans from 45% to 51% in January 2021. On April 4, 2019, the Company formed its wholly owned subsidiary, MS Gaming Development LLC, under the laws of Russia. On February 6, 2020, the Company formed its wholly owned subsidiary, Motorsport Games Limited. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including reserves for sales returns and price protection, valuation allowance of deferred income taxes, valuation of acquired companies and equity method investments, the recognition and disclosure of contingent liabilities, and goodwill and intangible assets impairment testing. 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 may cause actual results to differ from those estimates. Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020 and 2019, the Company did not have any cash equivalents. The Company maintains cash in bank accounts, 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. The Company’s foreign bank accounts are not subject to FDIC insurance. Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for sales allowances. Management estimates the allowance for sales based on previous experience, existing economic conditions, actual sales and inventories on hand. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition - Sales Allowance, Sales Returns and Price Protection Reserves for additional details. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2020 and 2019, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for doubtful accounts was recorded. Sales allowances as of December 31, 2020 and 2019 were $2,150,684 and $1,891,691, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. Equipment, furniture and fixtures are depreciated over a range of three to five years. Leasehold improvements are amortized over the lives of the leases or estimated useful lives of the assets, whichever is shorter. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results. Goodwill and Intangible Assets The Company has recorded goodwill in connection with its acquisition of 704Games. Under ASC 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not amortized but is reviewed annually for impairment, or more frequently, if impairment indicators arise which may indicate that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that its reporting units align with its operating segments. See Note 13 – Segment Reporting. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value. In assessing the fair value of a reporting unit, the Company utilizes the Income Approach-Discounted Cash Flow Method as well as the Market Approach-Guideline Public Company Method. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the provisions of ASC 350. The Company’s intangible assets consist of the following which were acquired in connection with the acquisition of 704Games: Intangible Asset Useful Life License agreements 16 years Software 7 years Distribution contracts 1 year Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”). Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The Company currently derives revenue principally from sales of its games and related extra content that can be played by customers on a variety of platforms, which includes game consoles, PCs, mobile phones and tablets. The Company’s product and service offerings include, but are not limited to, the following: 1) Sales of Games 2) Sales of Extra Content 3) Esports Competition Events Sales of Games. Sales of Extra Content. Esports. 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. During the years ended December 31, 2020 and 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: For the Year Ended December 31, 2020 2019 Revenues: Gaming $ 18,745,166 $ 11,775,787 Esports 300,363 75,000 Total Revenues $ 19,045,529 $ 11,850,787 Identifying Performance Obligations Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation. Determining the Transaction Price The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding our sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires that the Company determine an estimate of the relative stand-alone selling price for each distinct performance obligation. Principal Versus Agent Considerations The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Apple’s App Store, and Google’s Play Store, in order to determine whether or not the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following: ● the underlying contract terms and conditions between the various parties to the transaction; ● which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer; ● which party has inventory risk before the specified good or service has been transferred to the end customer; and ● which party has discretion in establishing the price for the specified good or service. Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple App Store or Google Play Store, the third party is considered the principal and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenue is generated via the Apple App Store or Google Play Store, the Company has determined that it is the principal and, as a result, reports revenue on a gross basis, with mobile platform fees included within cost of revenues. Sales Allowance, Sales Returns and Price Protection Reserves Sales returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protection which may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable for additional details. Price protection represents our practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price. When evaluating the adequacy of sales returns and price protection reserves, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in high returns or higher price protection in subsequent periods. The Company recognized sales allowances and price protection reserves for the years ended December 31, 2020 and 2019 in the amount of $2,150,681 and $2,483,147, respectively, which were included as reductions of revenues. Income Taxes On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC No. 740, Income Taxes (ASC 740), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable. The Company is considered to be disregarded from its owner for U.S. tax purposes. In addition, for its 2019 fiscal year, the Company is the parent company to another disregarded entity, MS Gaming Development LLC, and a regarded entity taxed as a separate corporation, 704Games. 704Games was acquired on August 14, 2018 and the Company has no other material tax effective items other than those items attributed to it from 704Games. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The provisions of the CARES Act do not have a material impact on the Company’s consolidated financial statements. 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. The fair value of the award is measured on the grant date. 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. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. Advertising Expenses The Company recognizes advertising expenses as incurred. Advertising expenses were Foreign Currency Translation The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies (the United States Dollar, the Russian Ruble and Pound Sterling). Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations. The Company recorded approximately $1,000 and $8,000 of transaction losses for years ended December 31, 2020 and 2019, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “(ASU”) 2016-02, Leases (Topic 842), which applies a right-of-use model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. The ASU requires a lessor to classify leases as either sales-type, direct financing or operating, similar to existing U.S. GAAP requirements. Classification depends on the same five criteria used by lessees under U.S. GAAP plus certain additional factors. The new leases standard addresses other considerations including identification of a lease, separating lease and non-lease components of a contract, sale and leaseback transactions, modifications, combining contracts, reassessment of the lease term, and remeasurement of lease payments. Early adoption is permitted. As an emerging growth company, the JOBS Act permits the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is choosing to take advantage of this provision and, as a result, will not be required to comply with new or revised accounting standards until those standards would otherwise apply to private companies. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2019-11 are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In January 2020, the FASB issued Accounting Standards Update No. 2020-01— Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following balances as of December 31, 2020 and 2019: December 31, 2020 2019 Furniture and fixtures $ - $ 52,309 Computer software and equipment 246,101 109,992 Office equipment - 8,132 Leasehold improvements - 6,460 246,101 176,893 Less: accumulated depreciation (83,953 ) (49,487 ) Property and equipment, net $ 162,148 $ 127,406 Depreciation expense was $69,476 and $51,622 for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 - INTANGIBLE ASSETS Licensing Agreement On May 29, 2020, the Company secured a licensing agreement with the BARC (TOCA) Limited (“BARC”), the exclusive promoter of the BTCC. Pursuant to the agreement, the Company was granted an exclusive license to use certain licensed intellectual property for motorsports and/or racing video gaming products related to, themed as, or containing the BTCC, on consoles and mobile applications, esports series and esports events (including the Company’s esports platform). In exchange for the license, the agreement requires the Company to pay BARC an initial fee in two installments, the first of which was due on June 5, 2020 and the second installment on the earlier of 60 days after the release of the products contemplated by the license or May 29, 2022. Following the initial fee, the agreement also requires the Company to pay royalties, including certain minimum annual guarantees, on an ongoing basis to BARC and to meet certain product distribution, marketing and related milestones, subject to termination penalties. In connection with the licensing agreement, the Company acquired the BTCC license with a cost of $891,999. The Company began recognizing amortization expense during year ended December 31, 2020 over the six-and-a-half year useful life, as the license terminates on December 31, 2026. During the year ended December 31, 2020, the Company paid $100,000 in connection with the purchase of the license. As of December 31, 2020, the Company had a remaining liability in connection with the licensing agreement of $791,999, which is included in other non-current liabilities on the consolidated balance sheets. On August 11, 2020, the Company entered into a licensing agreement with Epic Games International (“Epic”) for worldwide licensing rights to Epic’s proprietary computer program known as the Unreal Engine 4. Pursuant to the agreement, upon payment of the initial license fee described below, the Company was granted a nonexclusive, nontransferable and terminable license to develop, market and sublicense (under limited circumstances and subject to conditions of the agreement) certain products using the Unreal Engine 4 for its next generation of games. In exchange for the license, the agreement requires the Company to pay Epic an initial license fee that was paid during the year ended December 31, 2020. Additionally, the Company will pay Epic a license fee royalty payment equal to 5% of product revenue, as defined in the licensing agreement. During the year ended December 31, 2020, Epic did not earn any royalties under the agreement. During a two-year support period, Epic will use commercially reasonable efforts to provide the Company with updates to the Unreal Engine 4 and technical support via a licensee forum. After the expiration of the support period, Epic has no further obligation to provide or to offer to provide any support services. The agreement is effective until terminated under the provisions of the agreement; however, pursuant to the terms of the agreement, the Company can only actively develop new or existing authorized products during a five-year active development period, which terminates on August 11, 2025. Intangible assets consist of the following: Licensing Agreements Software Distribution Contracts Accumulated Amortization Total Balance as of January 1, 2019 $ 3,620,000 $ 2,340,000 $ 560,000 $ (382,594 ) $ 6,137,406 Amortization expense - - - (810,250 ) (810,250 ) Balance as of December 31, 2019 3,620,000 2,340,000 560,000 (1,192,844 ) 5,327,156 Purchase of intangible assets 891,999 - - - 891,999 Amortization expense - - - (650,703 ) (650,703 ) Balance as of December 31, 2020 $ 4,511,999 $ 2,340,000 $ 560,000 $ (1,843,547 ) $ 5,568,452 Weighted average remaining amortization period at December 31, 2020 (in years) 11.8 5.2 - Accumulated amortization of intangible assets consists of the following: Licensing Agreements Software Distribution Contracts Accumulated Amortization Balance as of January 1, 2019 $ 84,844 $ 87,750 $ 210,000 $ 382,594 Amortization expense 226,250 234,000 350,000 810,250 Balance as of December 31, 2019 311,094 321,750 560,000 1,192,844 Amortization expense 374,918 275,785 - 650,703 Balance as of December 31, 2020 $ 617,396 $ 666,151 $ 560,000 $ 1,843,547 Estimated aggregate amortization expense of intangible assets for the next five years is as follows: For the Years Ended December 31, Total 2021 $ 631,086 2022 697,767 2023 697,767 2024 697,767 2025 697,767 Thereafter 2,146,298 $ 5,568,452 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 5 - GOODWILL The changes in the carrying amount of goodwill are as follow: Balance - January 1, 2019 $ 712,732 Loss on impairment of goodwill (575,015 ) Balance - December 31, 2019 137,717 Loss on impairment of goodwill - Balance - December 31, 2020 $ 137,717 During the year ended December 31, 2019, due to a decrease in actual and projected revenues and after considering all quantitative and qualitative factors, the Company determined that it was more likely than not that the reporting unit’s (704Games) carrying value exceeded its fair value and, as a result, the Company completed a quantitative impairment test and recorded a loss on impairment of goodwill of $575,015. As of December 31, 2019, the Company’s revenue projections were reduced in order to give effect to the fact that the development of the planned premium esports platform of 704Games was delayed and, therefore, the Company did not generate any revenue in 2019 associated with this premium esports platform. As a result, actual 2019 revenues were significantly less than what was originally projected for the 2019 period due to the premium esports platform never being implemented. This 2019 shortfall also resulted in lower expected revenues for 2020 and 2021. See Note 2 – Summary of Significant Accounting Policies – Goodwill and Intangible Assets for additional details. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 6 – ACCRUED EXPENSES Accrued expenses consisted of the following: December 31, 2020 2019 Accrued royalties $ 1,485,261 $ 268,558 Accrued payroll and bonuses 778,918 - Accrued professional fees 129,291 81,480 Accrued consulting fees 398,526 166,667 Payable to Le Mans joint venture 234,667 124,320 Accrued development costs 196,845 145,193 Accrued rent 40,787 43,017 Accrued taxes 54,880 18,860 Accrued other 35,828 4,845 Total $ 3,355,003 $ 852,938 |
Due To Related Parties
Due To Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Due To Related Parties | NOTE 7 – DUE TO RELATED PARTIES On April 1, 2020, the Company entered into a promissory note with the Company’s parent, Motorsport Network, LLC (“Motorsport Network”), for a line of credit of up to $10,000,000 at an interest rate of 10% per annum. The principal amount under the promissory note was primarily funded through one or more advances from Motorsport Network, including advances in August and October 2020 for purposes of acquiring an additional ownership interest in 704Games. Previous non-interest-bearing advances due to Motorsport Network as of December 31, 2019 also were included in the amount outstanding under the promissory note at the time it was executed. The promissory note does not have a stated maturity date and is payable upon demand at any time at the sole and absolute discretion of Motorsport Network, which has agreed, pursuant to a Side Letter Agreement related to the promissory note, dated September 4, 2020, not to demand or otherwise accelerate any amount due under the promissory note that would otherwise constrain the Company’s liquidity position, including the Company’s ability to continue as a going concern. The Company may prepay the promissory note in whole or in part at any time or from time to time without penalty or charge. In the event the Company or any of its subsidiaries consummates certain corporate events, including any capital reorganization, consolidation, joint venture, spin off, merger or any other business combination or restructuring of any nature, or if certain events of default occur, the entire principal amount and all accrued and unpaid interest will be accelerated and become payable. On November 23, 2020, the Company and Motorsport Network entered into an amendment to the promissory note, effective as of September 15, 2020. Under the terms of the amendment, the line of credit under the promissory note was increased from $10,000,000 to $12,000,000. All other terms remained the same. During the year ended December 31, 2020, the Company recorded interest expense related party of $698,830. On January 20, 2021 and January 29, 2021, the Company repaid $10,000,000 and $400,000, respectively, of the Promissory Note. |
Member's Equity
Member's Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Member's Equity | NOTE 8 – MEMBER’S EQUITY Stock Warrants – 704Games As of December 31, 2020 and 2019, 704Games has outstanding ten-year warrants to purchase 4,000 shares of common stock at an exercise price of $93.03 per share. As of December 31, 2020, the warrants had no intrinsic value and a weighted average remaining life of 4.4 years. Stock Appreciation Rights – 704Games On April 3, 2017, as amended on August 8, 2018, 704Games effected the 2017 Appreciation Plan (“SAR Plan”) that provides a means whereby directors, officers, employees, consultants or advisors of 704Games can be granted Stock Appreciation Rights (“SARs”) as incentive compensation measured by reference to the value of common stock. A total of 25,734 SARs may be granted under the SAR Plan. The SARs granted under the SAR Plan that vest are to be settled in cash only upon the occurrence of a change of control event, as defined in the SAR Plan. During the year ended December 31, 2019, an aggregate of 6,671 SARs were forfeited, such that as of December 31, 2019, there were 13,912 SARs outstanding with an exercise price of $55.67 per share. During the year ended December 31, 2020, an aggregate of 9,701 SARs were forfeited, such that as of December 31, 2020, there were 4,211 SARs outstanding with an exercise price of $55.67 per share. The Company determined that the SARs do not result in liability classification and no compensation expense should be recognized, as the contingent event (the liquidity event) is not probable as it is outside the control of the employee. The probability of the contingent event will be reassessed by the Company at each reporting period. Stock Purchase Agreement On August 18, 2020, the Company entered into a stock purchase agreement with HC2 Holdings 2, Inc. (“HC2”) and Continental General Insurance Company (“Continental”) pursuant to which the Company purchased an aggregate of 106,307 shares of common stock of 704Games at a price of $11.29 per share for an aggregate consideration of $1,200,000. During the year ended December 31, 2020, the Company recognized an adjustment to non-controlling interest and additional paid-in capital of $927,102 in connection with the purchase of the 106,307 shares of common stock. See Note 14 – Subsequent Events – Litigation and Subsequent Events - Share Exchange Agreements—704Games Common Stock for additional details. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS See Note 7 – Due to Related Parties for details regarding the Company’s promissory note with Motorsport Network. On August 3, 2018, the Company entered into an agreement with its parent, Motorsport Network, to provide the Company exclusive promotion services for the Company’s business, organizations, products and services. The promotion agreement shall remain in effect until such date that Motorsport Network no longer holds at least twenty percent (20%) of the voting interest in the Company, at which time the promotion agreement will terminate automatically, unless otherwise extended by the parties. The Company shall give Motorsport Network an exclusive first look on any media-related activity in consideration of the promotion services. On January 1, 2020, the Company entered into a three-year services agreement with Motorsport Network, pursuant to which Motorsport Network will provide exclusive legal, development and accounting services on a full-time basis to support the Company’s business functions. The services agreement can be extended by mutual agreement and may be terminated by either party at any time. Pursuant to the services agreement, the Company is required to pay monthly fees to Motorsport Network as follows: (i) $5,000 for legal services, (ii) $2,500 for accounting services and (iii) on an hourly, per use basis, from $15 to $30 per hour for development services. From time to time, Motorsport Network, and other related entities pay for Company expenses on the Company’s behalf. In addition, Motorsport Network occasionally advances funds through a line of credit to the Company. During the years ended December 31, 2020 and 2019, the Company incurred expenses of $1,099,846 and $647,513 respectively, that were paid by Motorsport Network on its behalf and are reimbursable by the Company under the promissory note. During the years ended December 31, 2020 and 2019, the Company received cash proceeds of $361,145 and $2,274,875, respectively, in connection with advances from Motorsport Network. During the years ended December 31, 2020 and 2019, an entity wholly owned by Motorsport Network provided services associated with In-Kind Consideration of $149,898 and $641,938, respectively, to 704Games in connection with the terms of the acquisition. Such amounts are reflected as related party operating expenses on the consolidated statements of operations. As of December 31, 2020 and 2019, there was $10,853,536 and $8,045,522, respectively, related to these services included within due to related parties on the consolidated balance sheets. See Note 10 – Commitments and Contingences – Operating Leases for additional details of the related party lease with an entity owned by the manager of Motorsport Network. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Litigation Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of December 31, 2020 and 2019, the Company has not accrued any amounts for contingencies. See Note 14 – Subsequent Events – Litigation for additional details. See Note 4 – Intangible Assets for details on the Company’s licensing agreement with Epic. Operating Leases The Company leases its facilities under operating leases. The Company’s rent expense under its operating leases was $291,892 and $161,695 for the years ended December 31, 2020 and 2019, respectively. On March 7, 2019, the Company entered into a lease agreement for 2,190 square feet of office space in Orlando, Florida beginning April 1, 2019 and ending April 30, 2021. The base rent ranges from $3,833 to $3,947 per month over the term of the lease for a total base rent lease commitment of approximately $93,000. The security deposit is approximately $4,000. On April 15, 2019, the Company entered into a three-year lease agreement for office space in Moscow, Russia beginning April 15, 2019 and ending April 15, 2022. The base rent is $9,000 per month over the term of the lease for a total base rent lease commitment of approximately $324,000. The security deposit is approximately $10,000. On May 3, 2019, the Company entered into a lease agreement for 5,586 square feet of office space in Charlotte, North Carolina beginning May 3, 2019 and ending August 31, 2024. The base rent ranges from $13,965 to $16,189 per month over the term of the lease for a total base rent lease commitment of approximately $954,000. The security deposit is approximately $42,000. On February 21, 2020, the Company entered into a sublease agreement for office space in Charlotte, North Carolina, that provides for rent payments to the Company in the amount of $14,896 per month and ends on August 31, 2024. On March 1, 2021 and each anniversary thereafter for the duration of the term of the sublease, the monthly payment to the Company shall increase by 3% per annum. The security deposit is approximately $30,000. During the year ended December 31, 2020, the Company recorded $137,335 of sublease income. On May 15, 2020, the Company entered into a five-year lease agreement for office space in Miami, Florida with an entity owned by the manager of Motorsport Network. The base rent from the lease commencement date through April 15, 2025 is $3,000 per month. The Company has the option to renew the lease for two separate five-year terms, with monthly rent to be negotiated prior to such extension. The security deposit is $6,000. On September 9, 2020, the Company entered into a one-year lease agreement for approximately 1,600 square feet of office space in Silverstone, England. The base rent is approximately $6,250 per month over the term of the lease for a total base rent lease commitment of approximately $75,000. The security deposit is approximately $15,000. Future minimum payments under our non-cancellable operating leases as of December 31, 2020 are as follows: For the Years Ending December 31, Total 2021 $ 387,641 2022 244,320 2023 222,782 2024 163,628 2025 12,000 $ 1,030,371 Employment Agreements The Company entered into an employment agreement, effective as of January 1, 2020, with Dmitry Kozko, Chief Executive Officer of the Company, for a term expiring on December 31, 2024. After such term expires, Mr. Kozko will be employed as an employee “at will.” Mr. Kozko’s base salary will be $500,000 per annum, subject to annual increases to 103% of the base salary paid to Mr. Kozko in the prior calendar year. Mr. Kozko is entitled to participate (in addition to the additional incentive compensation described below) in all equity incentive plans generally available to the Company’s executive officers, subject to the compensation committee of the Company determining any awards and performance metrics for such awards under any such plans. Mr. Kozko is also entitled to certain additional incentive compensation outside of the Company’s equity incentive plans, subject to the satisfaction of certain conditions pursuant to Mr. Kozko’s employment agreement. Mr. Kozko’s employment agreement also provides for payments to him and/or vesting acceleration of certain equity awards upon the termination of his employment in certain circumstances and upon a “Change in Control” (as such term is defined in the employment agreement), as applicable. The Company entered into an employment agreement, effective as of October 1, 2020, with Stephen Hood, President of Motorsport Games, which replaced Mr. Hood’s prior employment agreement. Pursuant to this new employment agreement, Mr. Hood is currently entitled to a base salary of $198,000 per year, is eligible to receive a discretionary bonus and has the right to participate in the Company’s group pension plan for UK employees. In addition, other than in connection with a termination for cause as specified in the agreement, the Company must provide Mr. Hood notice in writing three months in advance of any termination of employment. However, the Company may terminate Mr. Hood immediately by paying a sum equal to his gross basic salary (less any deductions) in lieu of this notice period or any remaining part of it. Following the consummation of the Company’s initial public offering in January 2021, Mr. Hood’s gross salary increased to $230,000 (to be paid in pound sterling at the then applicable exchange rate). Subject to consummation of the initial public offering, Mr. Hood will also be entitled to be paid a one-time cash bonus of $100,000 (subject to the applicable withholding and deductions) payable to Mr. Hood 90 days after the consummation of the offering. Mr. Hood will also be entitled to receive an annual stock option award for such number of shares of our Class A common stock that will equal his then applicable annual base salary divided by the closing trading price of our Class A common stock on the date of each such grant, which will vest in three equal annual installments from the date of grant. Joint Venture Agreement On March 15, 2019, Motorsport Games (Party B) entered into a joint venture agreement with Automobile Club de l’Ouest (Party A), whereby Motorsport Games acquired 45 B Shares, which represented 45% of the equity interests of Le Mans, and Automobile Club de l’Ouest acquired 55 A Shares of Le Mans, which represented the remaining 55% of the equity interests of Le Mans. Under the joint venture agreement, Motorsport Games and Automobile Club de l’Ouest are jointly and severally liable for the fulfillment of the obligations of the joint venture. The parties agreed to make the following in-kind contributions to Le Mans: i. Automobile Club de l’Ouest has and will continue to provide a dedicated team to develop and implement the business and has and will continue to make the 24 Hours of Le Mans brand available to Le Mans under a separate license agreement; and ii. Motorsport Games has provided and will continue to provide a dedicated team to develop and implement the business and has and will continue to make itself and its employees, who have experience in e-sports and e-gaming platforms, available to develop the business and create a dedicated gaming platform for use by and to facilitate the continued development of the business. During the years ended December 31, 2020 and 2019, the Company’s investment in Le Mans generated a loss of $70,792 and $608,656, respectively, which is included in loss attributable to equity method investment in the consolidated statements of operations. As of December 31, 2020, the Company had a $234,667 payable to Le Mans, which represents the balance due to Le Mans attributable to the Company’s proportionate share of the loss generated by Le Mans during 2020. As of December 31, 2020 and 2019, there was $271,200 and $0 of investment recorded in other assets on the Company’s consolidated balance sheets. See Note 14 – Subsequent Events – Le Mans Agreements for additional details. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company establishes valuation allowances against its net deferred tax assets when it is more likely than not that the benefits will not be realized in the foreseeable future. The components of deferred tax assets and liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Assets: Net operating loss carryforwards $ 1,937,626 $ 2,255,880 Charitable Contribution Carryforward 797 780 Goodwill 287,878 294,822 Other Assets 45,453 48,878 Total Assets 2,271,754 2,600,360 Liabilities: Depreciable Assets 45,177 4,847 Other Intangible Assets 923,224 973,073 Total Liabilities 968,401 977,920 Net Asset before Valuation allowance 1,303,353 1,622,440 Valuation allowance (1,303,353 ) (1,622,440 ) Net deferred tax (liability) asset $ - $ - A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 Federal statutory income tax benefit 21.0 % 21.0 % State income taxes, net of federal income tax benefit -13.2 % 0.0 % Permanent differences and other 0.9 % -0.1 % Change in valuation allowance 46.9 % -14.8 % Effect of flow through entity -55.6 % -6.1 % Effective income tax rate 0.0 % 0.0 % At December 31, 2020, the Company has United States federal net operating loss carryforwards available to reduce future taxable income in the amount of $8 million. Such net operating loss carryforwards are attributable to 704Games. $2.7 million of the Federal net operating losses do not expire due to changes made by the Tax Cuts and Jobs Act (TCJA). The remaining federal net operating losses of $5.3 million begin to expire in 2035 and the state net operating losses expire between 2030 and 2039. As a result of the 704Games acquisition during the 2018 tax year, certain pre-change federal and state net operating losses were limited under Section 382 of the Internal Revenue Code and were subject to a valuation allowance to the extent they are not expected to be realized in the foreseeable future. In assessing whether the Company’s deferred tax assets will be realized, management considered whether it was more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the ability to generate future taxable income (including reversals of deferred tax liabilities) during periods in which temporary differences become deductible. A valuation allowance was recognized as of December 31, 2020, as management concluded that is not more likely than not that the Company will generate sufficient future income to utilize the NOL carryforward and realize the deferred tax assets. The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its tax reserves based on new information or developments. The Company is not currently under any income tax audits or examinations, however, the tax years 2017-2020 remain open for examination. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 12 – CONCENTRATIONS Customer Concentrations The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods: For the Year Ended December 31, Customer 2020 2019 Customer A 29.64 % 39.99 % Customer B 25.28 % 22.43 % Customer C 23.27 % 15.86 % Total 78.19 % 78.28 % The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: December 31, Customer 2020 2019 Customer A 81.84 % 82.99 % Total 81.84 % 82.99 % A reduction in sales from or loss of these customers would have a material adverse effect on the Company’s results of operations and financial condition. Supplier Concentrations The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods: For the Year Ended December 31, Supplier 2020 2019 Supplier A 34.59 % 28.39 % Supplier B 19.45 % 22.41 % Supplier C 11.46 % 15.16 % Supplier D * 10.63 % Total 65.50 % 76.59 % * Less than 10%. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 13 – SEGMENT REPORTING The Company’s principal operating segments coincide with the types of products and services to be sold. The products and services from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. The Company’s two reportable segments for the years ended December 31, 2020 and 2019 were (i) the Gaming segment and (ii) the esports segment. The Company’s chief operating decision-maker has been identified as the CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Company’s management organization structure as of December 31, 2020 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers. As the Company primarily generates its revenues from customers in the United States, no geographical segments are presented. Given that the Company’s esports segment just began its operations in late 2018, it has no material separate assets. That being said, the Company expects that its esports segment will have separate assets in the future. Segment operating profit is determined based upon internal performance measures used by the chief operating decision-maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments. Segment information available with respect to these reportable business segments was as follows: For the Year Ended December 31, 2020 2019 Revenues: Gaming $ 18,745,166 $ 11,775,787 Esports 300,363 75,000 Total Revenues $ 19,045,529 $ 11,850,787 Gross Profit: Gaming $ 12,438,584 $ 6,909,410 Esports 11,073 52,500 Total Segment and Consolidated Gross Profit $ 12,449,657 $ 6,961,910 Income (Loss) From Operations: Gaming $ 508,461 $ (4,900,945 ) Esports (507,314 ) (275,168 ) Total Segment and Consolidated Income (Loss) From Operations $ 1,147 $ (5,176,113 ) Depreciation and Amortization: Gaming $ 718,873 $ 861,872 Esports 1,306 - Total Segment Depreciation and Amortization $ 720,179 $ 861,872 Interest Expense: Gaming $ 718,837 $ - Esports - - Total Segment Interest Expense $ 718,837 $ - Equity in (Loss) Income: Gaming $ - $ - Esports (70,792 ) (608,656 ) Total Segment Equity in (Loss) Income $ (70,792 ) $ (608,656 ) Expenditures for Additions to Long-Lived Assets: Gaming $ 126,432 $ 108,293 Esports 10,323 - Total Expenditures for Additions to Long-Lived Assets: $ 136,755 $ 108,293 December 31, 2020 December 31, 2019 Segment Total Assets: Gaming $ 17,377,994 $ 12,777,274 Esports 9,017 - Consolidated Total Assets $ 17,387,011 $ 12,777,274 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustments or disclosure in the consolidated financial statements or notes. Corporate Conversion On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. Effective as of January 8, 2021, 100% of the membership interests held by the sole member of Motorsport Gaming US LLC, Motorsport Network, converted into an aggregate of (i) 7,000,000 shares of Class A common stock of Motorsport Games Inc. and (ii) 7,000,000 shares of Class B common stock of Motorsport Games Inc., representing all of the outstanding shares of Class A and Class B common stock immediately following the corporate conversion. Motorsport Network is the only holder of shares of our Class B common stock and does not have any transfer, conversion, registration or economic rights with respect to such shares of Class B common stock. Upon effecting the corporate conversion on January 8, 2021, Motorsport Games Inc. now holds all the property and assets of Motorsport Gaming US LLC, and all of the debts and obligations of Motorsport Gaming US LLC were assumed by Motorsport Games Inc. by operation of law upon such corporate conversion. Effective as of January 8, 2021, the members of the board of directors of Motorsport Gaming US LLC became the members of Motorsport Games Inc.’s board of directors, and the officers of Motorsport Gaming US LLC became the officers of Motorsport Games Inc. Initial Public Offering On January 15, 2021, the Company completed its initial public offering of 3,450,000 shares of its Class A common stock at a price to the public of $20.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 450,000 shares of the Company’s Class A common stock. The net proceeds to the Company from the initial public offering were approximately $62.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Equity Grants On January 12, 2021, the Company awarded Dmitry Kozko, the Company’s Chief Executive Officer, (i) 20,333 shares of the Company’s Class A common stock (the “Restricted Shares”) and (ii) stock options to purchase 203,333 restricted shares of the Company’s Class A common stock (the “Restricted Options”) at an exercise price of $20.00 per share, in each case, subject to the satisfaction of certain conditions pursuant to Mr. Kozko’s employment agreement with the Company. On January 15, 2021, the Restricted Shares and the Restricted Options were issued to Mr. Kozko in connection with the Company’s initial public offering, which vested immediately upon issuance. The Restricted Options expire on January 12, 2031. Additionally, the Company granted (i) an aggregate of 10,000 shares of restricted Class A common stock and stock options to purchase an aggregate of 15,096 shares of Class A common stock to certain members of the Company’s board of directors and (ii) stock options to purchase an aggregate of 141,592 shares of Class A common stock to various employees of the Company, in conjunction with the Company’s initial public offering. On January 15, 2021, the Company issued to Fernando Alonso 300,300 shares of the Company’s Class A common stock pursuant to a professional services agreement entered into with Mr. Alonso in July 2020, representing 3.0% of the issued and outstanding shares of the Company’s Class A common stock as of the closing date of the Company’s initial public offering. Repayment of Promissory Note The Company repaid $10.4 million of the balance relating to the Promissory Note due to Motorsport Network in January 2021. Le Mans Agreements On January 25, 2021, the Company entered into an amendment (the “Amendment”) to our joint venture agreement with Le Mans with respect to the Le Mans Esports Series Limited joint venture. Pursuant to the Amendment, the Company increased its ownership interest in the joint venture from 45% to 51%. Additionally, through certain multi-year licensing agreements that were entered into in connection with the Amendment, the Company secured the rights to be the exclusive video game developer and publisher for the Le Mans race and the WEC, as well as the rights to create and organize esports leagues and events for the Le Mans race, the WEC and the 24 Hours of Le Mans Virtual event. In exchange for certain of these license rights, the Company agreed to fund up to €8,000,000 (approximately $9.8 million USD as of December 31, 2020) as needed for development of the video game products, to be contributed on an as-needed basis during the term of the applicable license. Litigation On January 11, 2021, Ascend FS, Inc. (“Ascend”), a minority stockholder of 704Games, filed a derivative action on behalf of 704Games in the Eleventh Judicial Circuit Court of Florida against the Company and Dmitry Kozko, the Company’s Chief Executive Officer and Executive Chairman. The complaint alleged breach of fiduciary duty and breach of contract in connection with the Company’s August and October 2020 purchases of an aggregate of 116,608 shares of common stock of 704Games (representing approximately 28.7% of the outstanding shares of 704Games) from certain selling stockholders. In connection with the share exchange agreements entered into with Ascend and PlayFast Games, LLC (“PlayFast”) discussed below, the Company and its affiliates, without admitting any liability by any party, will be released from all claims that Ascend or PlayFast could allege or assert against the Company as minority stockholders of 704Games. Pursuant to the exchange agreement with Ascend, the derivative legal action previously commenced by Ascend against the Company and certain of its affiliates will be dismissed with prejudice upon the closing of the transaction with Ascend. On February 11, 2021, HC2 Holdings 2 Inc. and Continental General Insurance Company, former minority stockholders of 704Games, filed a complaint in the United States District Court for the District of Delaware against the Company, Dmitry Kozko, the Company’s Chief Executive Officer and Executive Chairman, Jonathan New, the Company’s Chief Financial Officer, and Mike Zoi, the sole manager of Motorsport Network, which, at the time of the allegations set forth in the complaint, owned 100% of the Company and continues to own approximately 62.8% of the Company’s outstanding Class A common stock on a fully-diluted basis on the date hereof. The complaint alleges misrepresentations and omissions by the Company concerning 704Games’ financial condition and future prospects in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) At this time, it is too soon to determine the outcome of any litigation that may result from this claim. As a result, the Company has not accrued for any loss contingencies related to this claim because the amount and range of loss, if any, cannot currently be reasonably estimated. The Company believes that the plaintiff’s allegations are without merit and intends to vigorously defend its position to the full extent permitted by law. KartKraft Acquisition On March 18, 2021, the Company acquired all assets comprising the KartKraft computer video game from Black Delta Holdings PTY, Black Delta Trading Pty Ltd and Black Delta IP Pty Ltd (collectively, “Black Delta”). The purchase price for the assets was $1,000,000, of which $750,000 was paid at closing and $250,000 will be paid on the six-month anniversary of closing. Through this acquisition, the Company plans to enter the simulated kart-racing space. Black Delta’s development team is expected to form a new division, Motorsport Games Australia. Studio397 Binding Term Sheet On February 25, 2021, we entered into a binding term sheet with Luminis International BV (“Luminis”). Pursuant to the binding term sheet, the Company and Luminis intend that the Company will acquire from Luminis 100% of the share capital of Studio397 B.V. (“Studio397”). The purchase price for the shares will be $16,000,000, payable in two installments as follows: $12,800,000 at closing and $3,200,000 on the first-year anniversary of closing. The parties are in the process of negotiating the definitive acquisition documents to complete the transaction, which is subject to customary closing conditions. Share Exchange Agreements—704Games Common Stock On March 11, 2021, the Company entered into a share exchange agreement with PlayFast pursuant to which the Company will acquire 30,903 shares of common stock of 704Games owned by PlayFast, which is equal to approximately 7.6% of the outstanding equity interests of 704Games, in exchange for (i) 366,541 newly issued shares of the Company’s Class A common stock and (ii) cash in an amount to be determined based on the share price of the Company’s Class A common stock over the last 10 trading days of March of 2021. Additionally, on March 14, 2021, the Company entered into a share exchange agreement with Ascend pursuant to which the Company will acquire 41,204 shares of common stock of 704Games owned by Ascend, which is equal to approximately 10.15% of the outstanding equity interests of 704Games, in exchange for (i) 488,722 newly issued shares of the Company’s Class A common stock and (ii) cash in an amount to be determined based on the share price of the Company’s Class A common stock over the last 10 trading days of March of 2021. The exchange transactions with each of PlayFast and Ascend are subject to customary conditions to closing, including the receipt of necessary third-party approvals, and are expected to be completed on April 1, 2021. Upon closing of such exchange transactions, the Company’s ownership interest in 704Games will increase to 100%. Digital Tales Binding Term Sheet On March 22, 2021 (but effective as of March 12, 2021), the Company entered into a binding term sheet (the “Binding Term Sheet”) with EleDa s.r.l. (“EleDa”). Pursuant to the Binding Term Sheet, the Company and EleDa intend that the Company will acquire from EleDa all of the shares of Digital Tales USA, LLC, a Florida limited liability company (the “Interests”). The purchase price for the Interests will be $2,200,000, payable as follows: (i) $1,540,000 at closing, (ii) $260,000 on the six-month anniversary of closing, (iii) $200,000 after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA, LLC is amended to be extended beyond current expiration date in 2024 for no less than 3 additional years, so long as such amendment is executed within 12 months of closing and (iv) $200,000 after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA, LLC is amended to be expanded to include console and PC video game development and publishing for the same period, so long as such amendment is executed within 12 months of closing. In addition, the Company agreed to reimburse EleDa for its legal fees and expenses up to $60,000. The parties are in the process of negotiating the definitive acquisition documents to complete the transaction, which is subject to customary closing conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity On January 15, 2021, the Company completed its initial public offering which resulted in net proceeds to the Company of approximately $62.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company had a net loss of $679,854 and positive cash flows from operations of $4,053,345 for the year ended December 31, 2020. It is expected that operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to reach profitability. The Company expects that its cash on hand will fund its operations for at least one year from the date the consolidated financial statements were issued. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned and majority owned subsidiaries. The interests of non-controlling members are reflected as non-controlling interest in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations. On February 18, 2019, the Company formed its subsidiary, Racing Pro League, LLC, under the laws of the State of Delaware. On March 15, 2019, Motorsport Games entered into a joint venture agreement whereby the parties formed Le Mans Esports Series Limited (“Le Mans”), of which Motorsport Games acquired a 45% ownership interest. The Company accounts for its investment in its unconsolidated entity, Le Mans, using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) 323. The equity method is an appropriate means of recognizing increases or decreases measured by U.S. GAAP in the economic resources underlying the investments. Under the equity method, an investor recognizes its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend or distribution. An investor adjusts the carrying amount of an investment for its share of the earnings or losses recognized by the investee. See Note 10 – Commitments and Contingencies – Joint Venture Agreement for additional details. Additionally, see Note 14 – Subsequent Events – Le Mans Agreements for additional information regarding the increase in the Company’s ownership interest in Le Mans from 45% to 51% in January 2021. On April 4, 2019, the Company formed its wholly owned subsidiary, MS Gaming Development LLC, under the laws of Russia. On February 6, 2020, the Company formed its wholly owned subsidiary, Motorsport Games Limited. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including reserves for sales returns and price protection, valuation allowance of deferred income taxes, valuation of acquired companies and equity method investments, the recognition and disclosure of contingent liabilities, and goodwill and intangible assets impairment testing. 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 may cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020 and 2019, the Company did not have any cash equivalents. The Company maintains cash in bank accounts, 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. The Company’s foreign bank accounts are not subject to FDIC insurance. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for sales allowances. Management estimates the allowance for sales based on previous experience, existing economic conditions, actual sales and inventories on hand. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition - Sales Allowance, Sales Returns and Price Protection Reserves for additional details. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2020 and 2019, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for doubtful accounts was recorded. Sales allowances as of December 31, 2020 and 2019 were $2,150,684 and $1,891,691, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. Equipment, furniture and fixtures are depreciated over a range of three to five years. Leasehold improvements are amortized over the lives of the leases or estimated useful lives of the assets, whichever is shorter. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company has recorded goodwill in connection with its acquisition of 704Games. Under ASC 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not amortized but is reviewed annually for impairment, or more frequently, if impairment indicators arise which may indicate that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that its reporting units align with its operating segments. See Note 13 – Segment Reporting. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value. In assessing the fair value of a reporting unit, the Company utilizes the Income Approach-Discounted Cash Flow Method as well as the Market Approach-Guideline Public Company Method. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the provisions of ASC 350. The Company’s intangible assets consist of the following which were acquired in connection with the acquisition of 704Games: Intangible Asset Useful Life License agreements 16 years Software 7 years Distribution contracts 1 year |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”). |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The Company currently derives revenue principally from sales of its games and related extra content that can be played by customers on a variety of platforms, which includes game consoles, PCs, mobile phones and tablets. The Company’s product and service offerings include, but are not limited to, the following: 1) Sales of Games 2) Sales of Extra Content 3) Esports Competition Events Sales of Games. Sales of Extra Content. Esports. 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. During the years ended December 31, 2020 and 2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: For the Year Ended December 31, 2020 2019 Revenues: Gaming $ 18,745,166 $ 11,775,787 Esports 300,363 75,000 Total Revenues $ 19,045,529 $ 11,850,787 Identifying Performance Obligations Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation. Determining the Transaction Price The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes review of variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding our sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires that the Company determine an estimate of the relative stand-alone selling price for each distinct performance obligation. Principal Versus Agent Considerations The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Apple’s App Store, and Google’s Play Store, in order to determine whether or not the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following: ● the underlying contract terms and conditions between the various parties to the transaction; ● which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer; ● which party has inventory risk before the specified good or service has been transferred to the end customer; and ● which party has discretion in establishing the price for the specified good or service. Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple App Store or Google Play Store, the third party is considered the principal and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenue is generated via the Apple App Store or Google Play Store, the Company has determined that it is the principal and, as a result, reports revenue on a gross basis, with mobile platform fees included within cost of revenues. Sales Allowance, Sales Returns and Price Protection Reserves Sales returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protection which may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable for additional details. Price protection represents our practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price. When evaluating the adequacy of sales returns and price protection reserves, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in high returns or higher price protection in subsequent periods. The Company recognized sales allowances and price protection reserves for the years ended December 31, 2020 and 2019 in the amount of $2,150,681 and $2,483,147, respectively, which were included as reductions of revenues. |
Income Taxes | Income Taxes On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC No. 740, Income Taxes (ASC 740), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable. The Company is considered to be disregarded from its owner for U.S. tax purposes. In addition, for its 2019 fiscal year, the Company is the parent company to another disregarded entity, MS Gaming Development LLC, and a regarded entity taxed as a separate corporation, 704Games. 704Games was acquired on August 14, 2018 and the Company has no other material tax effective items other than those items attributed to it from 704Games. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The provisions of the CARES Act do not have a material impact on the Company’s consolidated financial statements. |
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. The fair value of the award is measured on the grant date. 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. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. |
Advertising Expenses | Advertising Expenses The Company recognizes advertising expenses as incurred. Advertising expenses were |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies (the United States Dollar, the Russian Ruble and Pound Sterling). Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations. The Company recorded approximately $1,000 and $8,000 of transaction losses for years ended December 31, 2020 and 2019, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “(ASU”) 2016-02, Leases (Topic 842), which applies a right-of-use model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. The ASU requires a lessor to classify leases as either sales-type, direct financing or operating, similar to existing U.S. GAAP requirements. Classification depends on the same five criteria used by lessees under U.S. GAAP plus certain additional factors. The new leases standard addresses other considerations including identification of a lease, separating lease and non-lease components of a contract, sale and leaseback transactions, modifications, combining contracts, reassessment of the lease term, and remeasurement of lease payments. Early adoption is permitted. As an emerging growth company, the JOBS Act permits the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is choosing to take advantage of this provision and, as a result, will not be required to comply with new or revised accounting standards until those standards would otherwise apply to private companies. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2019-11 are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In January 2020, the FASB issued Accounting Standards Update No. 2020-01— Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets Estimated Useful Lives | The Company’s intangible assets consist of the following which were acquired in connection with the acquisition of 704Games: Intangible Asset Useful Life License agreements 16 years Software 7 years Distribution contracts 1 year |
Summary of Revenue Recognized | The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations: For the Year Ended December 31, 2020 2019 Revenues: Gaming $ 18,745,166 $ 11,775,787 Esports 300,363 75,000 Total Revenues $ 19,045,529 $ 11,850,787 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following balances as of December 31, 2020 and 2019: December 31, 2020 2019 Furniture and fixtures $ - $ 52,309 Computer software and equipment 246,101 109,992 Office equipment - 8,132 Leasehold improvements - 6,460 246,101 176,893 Less: accumulated depreciation (83,953 ) (49,487 ) Property and equipment, net $ 162,148 $ 127,406 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Licensing Agreements Software Distribution Contracts Accumulated Amortization Total Balance as of January 1, 2019 $ 3,620,000 $ 2,340,000 $ 560,000 $ (382,594 ) $ 6,137,406 Amortization expense - - - (810,250 ) (810,250 ) Balance as of December 31, 2019 3,620,000 2,340,000 560,000 (1,192,844 ) 5,327,156 Purchase of intangible assets 891,999 - - - 891,999 Amortization expense - - - (650,703 ) (650,703 ) Balance as of December 31, 2020 $ 4,511,999 $ 2,340,000 $ 560,000 $ (1,843,547 ) $ 5,568,452 Weighted average remaining amortization period at December 31, 2020 (in years) 11.8 5.2 - |
Schdeule of Accumulated Amortization of Intangible Assets | Accumulated amortization of intangible assets consists of the following: Licensing Agreements Software Distribution Contracts Accumulated Amortization Balance as of January 1, 2019 $ 84,844 $ 87,750 $ 210,000 $ 382,594 Amortization expense 226,250 234,000 350,000 810,250 Balance as of December 31, 2019 311,094 321,750 560,000 1,192,844 Amortization expense 374,918 275,785 - 650,703 Balance as of December 31, 2020 $ 617,396 $ 666,151 $ 560,000 $ 1,843,547 |
Schedule of Estimated Aggregate Amortization Expense of Intangible Assets | Estimated aggregate amortization expense of intangible assets for the next five years is as follows: For the Years Ended December 31, Total 2021 $ 631,086 2022 697,767 2023 697,767 2024 697,767 2025 697,767 Thereafter 2,146,298 $ 5,568,452 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill are as follow: Balance - January 1, 2019 $ 712,732 Loss on impairment of goodwill (575,015 ) Balance - December 31, 2019 137,717 Loss on impairment of goodwill - Balance - December 31, 2020 $ 137,717 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, 2020 2019 Accrued royalties $ 1,485,261 $ 268,558 Accrued payroll and bonuses 778,918 - Accrued professional fees 129,291 81,480 Accrued consulting fees 398,526 166,667 Payable to Le Mans joint venture 234,667 124,320 Accrued development costs 196,845 145,193 Accrued rent 40,787 43,017 Accrued taxes 54,880 18,860 Accrued other 35,828 4,845 Total $ 3,355,003 $ 852,938 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancellable Operating Leases | Future minimum payments under our non-cancellable operating leases as of December 31, 2020 are as follows: For the Years Ending December 31, Total 2021 $ 387,641 2022 244,320 2023 222,782 2024 163,628 2025 12,000 $ 1,030,371 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following at December 31, 2020 and 2019: 2020 2019 Assets: Net operating loss carryforwards $ 1,937,626 $ 2,255,880 Charitable Contribution Carryforward 797 780 Goodwill 287,878 294,822 Other Assets 45,453 48,878 Total Assets 2,271,754 2,600,360 Liabilities: Depreciable Assets 45,177 4,847 Other Intangible Assets 923,224 973,073 Total Liabilities 968,401 977,920 Net Asset before Valuation allowance 1,303,353 1,622,440 Valuation allowance (1,303,353 ) (1,622,440 ) Net deferred tax (liability) asset $ - $ - |
Schedule of Effective Income Tax Rate and the Federal Statutory Income Tax Rate | A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 Federal statutory income tax benefit 21.0 % 21.0 % State income taxes, net of federal income tax benefit -13.2 % 0.0 % Permanent differences and other 0.9 % -0.1 % Change in valuation allowance 46.9 % -14.8 % Effect of flow through entity -55.6 % -6.1 % Effective income tax rate 0.0 % 0.0 % |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Customer Concentration Risk [Member] | |
Schedule of Concentrations | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods: For the Year Ended December 31, Customer 2020 2019 Customer A 29.64 % 39.99 % Customer B 25.28 % 22.43 % Customer C 23.27 % 15.86 % Total 78.19 % 78.28 % The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: December 31, Customer 2020 2019 Customer A 81.84 % 82.99 % Total 81.84 % 82.99 % |
Supplier Concentrations [Member] | |
Schedule of Concentrations | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods: For the Year Ended December 31, Supplier 2020 2019 Supplier A 34.59 % 28.39 % Supplier B 19.45 % 22.41 % Supplier C 11.46 % 15.16 % Supplier D * 10.63 % Total 65.50 % 76.59 % * Less than 10%. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment information available with respect to these reportable business segments was as follows: For the Year Ended December 31, 2020 2019 Revenues: Gaming $ 18,745,166 $ 11,775,787 Esports 300,363 75,000 Total Revenues $ 19,045,529 $ 11,850,787 Gross Profit: Gaming $ 12,438,584 $ 6,909,410 Esports 11,073 52,500 Total Segment and Consolidated Gross Profit $ 12,449,657 $ 6,961,910 Income (Loss) From Operations: Gaming $ 508,461 $ (4,900,945 ) Esports (507,314 ) (275,168 ) Total Segment and Consolidated Income (Loss) From Operations $ 1,147 $ (5,176,113 ) Depreciation and Amortization: Gaming $ 718,873 $ 861,872 Esports 1,306 - Total Segment Depreciation and Amortization $ 720,179 $ 861,872 Interest Expense: Gaming $ 718,837 $ - Esports - - Total Segment Interest Expense $ 718,837 $ - Equity in (Loss) Income: Gaming $ - $ - Esports (70,792 ) (608,656 ) Total Segment Equity in (Loss) Income $ (70,792 ) $ (608,656 ) Expenditures for Additions to Long-Lived Assets: Gaming $ 126,432 $ 108,293 Esports 10,323 - Total Expenditures for Additions to Long-Lived Assets: $ 136,755 $ 108,293 December 31, 2020 December 31, 2019 Segment Total Assets: Gaming $ 17,377,994 $ 12,777,274 Esports 9,017 - Consolidated Total Assets $ 17,387,011 $ 12,777,274 |
Business Organization, Nature_2
Business Organization, Nature of Operations and Risks and Uncertainities (Details Narrative) | Oct. 06, 2020 | Aug. 18, 2018 | Aug. 14, 2018 |
704Games [Member] | |||
Ownership percentage acquired | 2.50% | 26.20% | 53.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Jan. 08, 2021 | Mar. 15, 2019 | |
Proceeds from initial public offering | $ 62,900,000 | ||||
Net loss | (679,854) | $ (5,755,564) | |||
Cash flows from operations | 4,053,345 | (4,424,846) | |||
Cash equivalents | |||||
Allowances for accounts receivable | 2,150,684 | 1,891,681 | |||
Revenue recognized | |||||
Sales allowances and price protection reserves | 2,150,681 | 2,483,147 | |||
Advertising expenses | 2,791,054 | 3,487,498 | |||
General and Administrative [Member] | |||||
Foreign currency transaction loss | $ (1,000) | $ (8,000) | |||
Subsequent Event [Member] | |||||
Ownership percentage acquired | 100.00% | ||||
Le Mans [Member] | |||||
Ownership percentage acquired | 45.00% | 45.00% | |||
Le Mans [Member] | Subsequent Event [Member] | |||||
Ownership percentage acquired | 51.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
License Agreements [Member] | |
Intangible asset, useful life | 16 years |
Software [Member] | |
Intangible asset, useful life | 7 years |
Distribution Contracts [Member] | |
Intangible asset, useful life | 1 year |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Revenue Recognized (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues | $ 19,045,529 | $ 11,850,787 |
Gaming [Member] | ||
Total Revenues | 18,745,166 | 11,775,787 |
Esports [Member] | ||
Total Revenues | 300,363 | 75,000 |
ASU 606 [Member] | ||
Total Revenues | 19,045,529 | 11,850,787 |
ASU 606 [Member] | Gaming [Member] | ||
Total Revenues | 18,745,166 | 11,775,787 |
ASU 606 [Member] | Esports [Member] | ||
Total Revenues | $ 300,363 | $ 75,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 69,476 | $ 51,622 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 246,101 | $ 176,893 |
Less : accumulated depreciation | (83,953) | (49,487) |
Property and equipment, net | 162,148 | 127,406 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 52,309 | |
Computer Software and Equipment [Member] | ||
Property and equipment, gross | 246,101 | 109,992 |
Office Equipment [Member] | ||
Property and equipment, gross | 8,132 | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 6,460 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Purchase of license | $ 100,000 | ||
Intangible assets | 5,568,452 | $ 5,327,156 | $ 6,137,406 |
License Agreements [Member] | |||
License cost | $ 891,999 | ||
Useful life of license | 6 years 6 months | ||
Purchase of license | $ 100,000 | ||
License fee royalty payments, percentage | 5.00% | ||
License Agreements [Member] | Other Noncurrent Liabilities [Member] | |||
Intangible assets | $ 791,999 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning Balance | $ 5,327,156 | $ 6,137,406 |
Purchase of intangible assets | 891,999 | |
Amortization expense | (650,703) | (810,250) |
Ending Balance | 5,568,452 | 5,327,156 |
Accumulated amortization, Beginning Balance | (1,192,844) | (382,594) |
Amortization expense | (650,703) | (810,250) |
Accumulated amortization, ending balance | (1,843,547) | (1,192,844) |
License Agreements [Member] | ||
Beginning Balance | 3,620,000 | 3,620,000 |
Purchase of intangible assets | 891,111 | |
Amortization expense | ||
Ending Balance | $ 4,511,999 | $ 3,620,000 |
Weighted average remaining amortization period | 12 years 1 month 6 days | 12 years 1 month 6 days |
Accumulated amortization, Beginning Balance | $ (311,094) | $ (84,844) |
Amortization expense | (374,918) | (226,250) |
Accumulated amortization, ending balance | (617,396) | (311,094) |
Software [Member] | ||
Beginning Balance | 2,340,000 | 2,340,000 |
Purchase of intangible assets | ||
Amortization expense | ||
Ending Balance | $ 2,340,000 | $ 2,340,000 |
Weighted average remaining amortization period | 4 years 7 months 6 days | 4 years 7 months 6 days |
Accumulated amortization, Beginning Balance | $ (321,750) | $ (87,750) |
Amortization expense | (275,785) | (234,000) |
Accumulated amortization, ending balance | (666,150) | (321,750) |
Distribution Contracts [Member] | ||
Beginning Balance | 560,000 | 560,000 |
Purchase of intangible assets | ||
Amortization expense | ||
Ending Balance | 560,000 | 560,000 |
Accumulated amortization, Beginning Balance | (560,000) | (210,000) |
Amortization expense | (350,000) | |
Accumulated amortization, ending balance | $ (560,000) | $ (560,000) |
Intangible Assets - Schdeule of
Intangible Assets - Schdeule of Accumulated Amortization of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning Balance | $ 1,192,844 | $ 382,594 |
Amortization expense | 650,703 | 810,250 |
Ending Balance | 1,843,547 | 1,192,844 |
License Agreements [Member] | ||
Beginning Balance | 311,094 | 84,844 |
Amortization expense | 374,918 | 226,250 |
Ending Balance | 617,396 | 311,094 |
Software [Member] | ||
Beginning Balance | 321,750 | 87,750 |
Amortization expense | 275,785 | 234,000 |
Ending Balance | 666,150 | 321,750 |
Distribution Contracts [Member] | ||
Beginning Balance | 560,000 | 210,000 |
Amortization expense | 350,000 | |
Ending Balance | $ 560,000 | $ 560,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 697,767 | ||
2022 | 697,767 | ||
2023 | 697,767 | ||
2024 | 697,767 | ||
2025 | 697,767 | ||
Thereafter | 2,079,617 | ||
Estimated aggregate amortization expense | $ 5,568,452 | $ 5,327,156 | $ 6,137,406 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Loss on impairment of goodwill | $ 575,015 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 137,717 | $ 712,732 |
Loss on impairment of goodwill | (575,015) | |
Ending balance | $ 137,717 | $ 137,717 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 1,485,261 | $ 268,558 |
Accrued payroll and bonuses | 778,918 | |
Accrued professional fees | 129,291 | 81,480 |
Accrued consulting fees | 398,526 | 166,667 |
Payable to Le Mans joint venture | 234,667 | 124,320 |
Accrued development costs | 196,845 | 145,193 |
Accrued rent | 40,787 | 43,017 |
Accrued taxes | 54,880 | 18,860 |
Accrued other | 35,828 | 4,845 |
Total | $ 3,355,003 | $ 852,938 |
Due to Related Parties (Details
Due to Related Parties (Details Narrative) - USD ($) | Jan. 29, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2020 | Apr. 01, 2020 |
Interest expense related party | $ 698,830 | $ 0 | ||||
Promissory Note [Member] | ||||||
Line of credit maximum amount | $ 12,000,000 | $ 10,000,000 | ||||
Interest rate | 10.00% | |||||
Repayment of debt | $ 400,000 | $ 10,000,000 |
Member's Equity (Details Narrat
Member's Equity (Details Narrative) - 704Games Company [Member] - USD ($) | Aug. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2017 |
Stock Purchase Agreement [Member] | HC2 and Continental [Member] | ||||
Number of shares purchased | 106,307 | |||
Purchase price per share | $ 11.29 | |||
Aggregate consideration | $ 1,200,000 | |||
Non-controlling interest and additional paid-in capital | $ 927,102 | |||
Stock Warrant [Member] | ||||
Number of warrants to purchase common stock | 4,000 | 4,000 | ||
Warrants exercise price | $ 93.03 | $ 93.03 | ||
Warrants, intrinsic value | ||||
Warrants, term | 4 years 4 months 24 days | |||
Stock Appreciation Rights [Member] | ||||
Exercise price | $ 55.67 | $ 55.67 | ||
Number of shares available for grant | 25,734 | |||
Number of shares forfeited | 9,701 | 6,671 | ||
Number of shares outstanding | 4,211 | 13,912 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 03, 2020 |
Related party expenses | $ 1,099,846 | $ 647,513 | ||
Proceeds from advances from related parties | 361,145 | 3,564,326 | ||
Due to related parties | 10,853,536 | 8,045,522 | ||
704Games Company [Member] | ||||
Related party expenses | $ 149,898 | $ 641,938 | ||
Services Agreement [Member] | Motorsport Network [Member] | ||||
Legal services fee | $ 5,000 | |||
Accounting service fee | 2,500 | |||
Services Agreement [Member] | Motorsport Network [Member] | Minimum [Member] | ||||
Voting interest | 20.00% | |||
Development services hourly fee | 30 | |||
Services Agreement [Member] | Motorsport Network [Member] | Minimum [Member] | ||||
Development services hourly fee | $ 15 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Oct. 02, 2020USD ($) | Sep. 09, 2020USD ($)ft² | May 15, 2020USD ($) | Feb. 21, 2020USD ($) | Jan. 02, 2020USD ($) | May 03, 2019USD ($)ft² | Apr. 15, 2019USD ($) | Mar. 15, 2019 | Mar. 07, 2019USD ($)ft² | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Operating leases, rent expense | $ 291,892 | $ 161,695 | ||||||||||
Due to related parties | 10,853,536 | 8,045,522 | ||||||||||
Employment Agreements [Member] | Dmitry Kozko [Member] | ||||||||||||
Base salary | $ 500,000 | |||||||||||
Annual increase percentage of base salary | 103.00% | |||||||||||
Employment Agreements [Member] | Mr. Hood [Member] | ||||||||||||
Base salary | $ 198,000 | |||||||||||
Employment Agreements [Member] | Mr. Hood [Member] | Subsequent Event [Member] | ||||||||||||
Base salary | $ 230,000 | |||||||||||
Employment Agreements [Member] | Mr. Hood [Member] | Subsequent Event [Member] | Deferred Bonus [Member] | ||||||||||||
Cash bonus to be paid | $ 100,000 | |||||||||||
Joint Venture Agreement [Member] | ||||||||||||
Joint venture equity ownership percentage | 45.00% | |||||||||||
Loss of joint venture | 70,792 | 608,656 | ||||||||||
Due to related parties | 234,667 | |||||||||||
Joint Venture Agreement [Member] | Other Assets [Member] | ||||||||||||
Investment | 271,200 | $ 0 | ||||||||||
Joint Venture Agreement [Member] | Automobile Club de I'Ouest [Member] | ||||||||||||
Joint venture equity ownership percentage | 55.00% | |||||||||||
Orlando, Florida [Member] | ||||||||||||
Operating leases, rent expense | $ 93,000 | |||||||||||
Area of land | ft² | 2,190 | |||||||||||
Lease description | Beginning April 1, 2019 and ending April 30, 2021. | |||||||||||
Security deposit | $ 4,000 | |||||||||||
Orlando, Florida [Member] | Minimum [Member] | ||||||||||||
Base rent | 3,833 | |||||||||||
Orlando, Florida [Member] | Minimum [Member] | ||||||||||||
Base rent | $ 3,947 | |||||||||||
Moscow, Russia [Member] | ||||||||||||
Operating leases, rent expense | $ 324,000 | |||||||||||
Lease description | Beginning April 15, 2019 and ending April 15, 2022. | |||||||||||
Base rent | $ 9,000 | |||||||||||
Security deposit | $ 10,000 | |||||||||||
Term of lease contract | 3 years | |||||||||||
Charlotte, North Carolina [Member] | ||||||||||||
Operating leases, rent expense | $ 954,000 | |||||||||||
Area of land | ft² | 5,586 | |||||||||||
Lease description | Ends on August 31, 2024 | Beginning May 3, 2019 and ending August 31, 2024 | ||||||||||
Security deposit | $ 30,000 | $ 42,000 | ||||||||||
Sublease income | $ 14,896 | $ 137,335 | ||||||||||
Periodical increase percentage of rent | 3.00% | |||||||||||
Charlotte, North Carolina [Member] | Minimum [Member] | ||||||||||||
Base rent | 13,965 | |||||||||||
Charlotte, North Carolina [Member] | Minimum [Member] | ||||||||||||
Base rent | $ 16,189 | |||||||||||
Miami, Florida [Member] | ||||||||||||
Base rent | $ 3,000 | |||||||||||
Security deposit | $ 6,000 | |||||||||||
Term of lease contract | 5 years | |||||||||||
Renewal term | 5 years | |||||||||||
Silverstone, England [Member] | ||||||||||||
Operating leases, rent expense | $ 75,000 | |||||||||||
Area of land | ft² | 1,600 | |||||||||||
Base rent | $ 6,250 | |||||||||||
Security deposit | $ 15,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancellable Operating Leases (Details) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 387,641 |
2022 | 244,320 |
2023 | 222,782 |
2024 | 163,628 |
2025 | 12,000 |
Total | $ 1,030,371 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - Federal [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating loss carryforwards | $ 8,000,000 |
Operating loss carryforwards, limitations on use | The remaining federal net operating losses of $5.3 million begin to expire in 2035 and the state net operating losses expire between 2030 and 2039. |
704 Games Company [Member] | |
Operating loss carryforwards | $ 2,700,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,937,626 | $ 2,255,880 |
Charitable Contribution Carryforward | 797 | 780 |
Goodwill | 287,878 | 294,822 |
Other Assets | 45,453 | 48,878 |
Total Assets | 2,271,754 | 2,600,360 |
Depreciable Assets | 45,177 | 4,847 |
Other Intangible Assets | 923,224 | 973,073 |
Total Liabilities | 968,401 | 977,920 |
Net Asset before Valuation allowance | 1,303,353 | 1,622,440 |
Valuation allowance | (1,303,353) | (1,622,440) |
Net deferred tax (liability) asset |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate and the Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax benefit | 21.00% | 21.00% |
State income taxes, net of federal income tax benefit | (13.20%) | 0.00% |
Permanent differences and other | 0.90% | (0.10%) |
Change in valuation allowance | 46.90% | (14.80%) |
Effect of flow through entity | (55.60%) | (6.10%) |
Effective income tax rate | 0.00% | 0.00% |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentrations (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Customer Concentration Risk [Member] | Revenues [Member] | |||
Concentration risk percentage | 78.19% | 78.28% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 81.84% | 82.99% | |
Customer Concentration Risk [Member] | Customer A [Member] | Revenues [Member] | |||
Concentration risk percentage | 29.64% | 39.99% | |
Customer Concentration Risk [Member] | Customer A [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 81.84% | 82.99% | |
Customer Concentration Risk [Member] | Customer B [Member] | Revenues [Member] | |||
Concentration risk percentage | 25.28% | 22.43% | |
Customer Concentration Risk [Member] | Customer C [Member] | Revenues [Member] | |||
Concentration risk percentage | 23.27% | 15.86% | |
Supplier Concentrations [Member] | Revenues [Member] | |||
Concentration risk percentage | 65.50% | 76.59% | |
Supplier Concentrations [Member] | Supplier A [Member] | Revenues [Member] | |||
Concentration risk percentage | 34.59% | 28.39% | |
Supplier Concentrations [Member] | Supplier B [Member] | Revenues [Member] | |||
Concentration risk percentage | 19.45% | 22.41% | |
Supplier Concentrations [Member] | Supplier C [Member] | Revenues [Member] | |||
Concentration risk percentage | 11.46% | 15.16% | |
Supplier Concentrations [Member] | Supplier D [Member] | Revenues [Member] | |||
Concentration risk percentage | 0.00% | [1] | 10.63% |
[1] | Less than 10%. |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) - Integer | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Total Revenues | $ 19,045,529 | $ 11,850,787 | |
Total Segment and Consolidated Gross Profit | 12,449,657 | 6,961,910 | |
Total Segment and Consolidated Income (Loss) From Operations | 1,147 | (5,176,113) | |
Total Segment Depreciation and Amortization | 720,179 | 861,872 | |
Total Segment Interest Expense | [1] | 718,837 | |
Total Segment Equity in (Loss) Income | (70,792) | (608,656) | |
Total Expenditures for Additions to Long-Lived Assets | 136,755 | 108,293 | |
Consolidated Total Assets | 17,387,010 | 12,777,274 | |
Gaming [Member] | |||
Total Revenues | 18,745,166 | 11,775,787 | |
Total Segment and Consolidated Gross Profit | 12,438,584 | 6,909,410 | |
Total Segment and Consolidated Income (Loss) From Operations | 508,461 | (4,900,945) | |
Total Segment Depreciation and Amortization | 718,873 | 861,872 | |
Total Segment Interest Expense | 718,837 | ||
Total Segment Equity in (Loss) Income | |||
Total Expenditures for Additions to Long-Lived Assets | 126,432 | 108,293 | |
Consolidated Total Assets | 17,377,994 | 12,777,274 | |
Esports [Member] | |||
Total Revenues | 300,363 | 75,000 | |
Total Segment and Consolidated Gross Profit | 11,073 | 52,500 | |
Total Segment and Consolidated Income (Loss) From Operations | (507,314) | (275,168) | |
Total Segment Depreciation and Amortization | 1,306 | ||
Total Segment Interest Expense | |||
Total Segment Equity in (Loss) Income | (70,792) | (608,656) | |
Total Expenditures for Additions to Long-Lived Assets | 10,323 | ||
Consolidated Total Assets | $ 9,017 | ||
[1] | Includes related party expenses of $698,830 and $0 for the years ended December 31, 2020 and 2019, respectively. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 22, 2021USD ($) | Mar. 14, 2021USD ($)shares | Mar. 11, 2021shares | Feb. 25, 2021USD ($) | Feb. 11, 2021$ / sharesshares | Jan. 25, 2021EUR (€) | Jan. 15, 2021USD ($)$ / sharesshares | Jan. 12, 2021$ / sharesshares | Jan. 08, 2021shares | Dec. 31, 2020USD ($) | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 24, 2021 | Jan. 11, 2021$ / shares |
Proceeds from initial public offering | $ | $ 62,900,000 | |||||||||||||
Development expenses | $ | $ 9,800,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Membership interests | 100.00% | |||||||||||||
Repayment of promissory note | $ | $ 10,400,000 | |||||||||||||
Subsequent Event [Member] | Ascend FS, Inc [Member] | ||||||||||||||
Percentage of outstanding shares | $ / shares | $ 28.7 | |||||||||||||
Subsequent Event [Member] | Euro [Member] | Minimum [Member] | ||||||||||||||
Development expenses | € | € 8,000,000 | |||||||||||||
Subsequent Event [Member] | Le Mans [Member] | ||||||||||||||
Membership interests | 51.00% | 45.00% | ||||||||||||
Subsequent Event [Member] | HC2 Holdings 2 Inc [Member] | ||||||||||||||
Purchases of an aggregate shares | 106,307 | |||||||||||||
Percentage of outstanding shares | $ / shares | $ 26.2 | |||||||||||||
Description of litigation | Former minority stockholders of 704Games, filed a complaint in the United States District Court for the District of Delaware against the Company, Dmitry Kozko, the Company's Chief Executive Officer and Executive Chairman, Jonathan New, the Company's Chief Financial Officer, and Mike Zoi, the sole manager of Motorsport Network, which, at the time of the allegations set forth in the complaint, owned 100% of the Company and continues to own approximately 62.8% of the Company's outstanding Class A common stock on a fully-diluted basis on the date hereof. | |||||||||||||
Subsequent Event [Member] | Binding Term Sheet [Member] | Studio397 [Member] | ||||||||||||||
Purchase price for the shares | $ | $ 16,000,000 | |||||||||||||
Business acquisition percentage | 100.00% | |||||||||||||
Subsequent Event [Member] | Binding Term Sheet [Member] | Studio397 [Member] | At Closing [Member] | ||||||||||||||
Purchase price for the shares | $ | $ 12,800,000 | |||||||||||||
Subsequent Event [Member] | Binding Term Sheet [Member] | Studio397 [Member] | First Year Anniversary Closing [Member] | ||||||||||||||
Purchase price for the shares | $ | $ 3,200,000 | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | Ascend FS, Inc [Member] | ||||||||||||||
Shares acquired | 41,204 | |||||||||||||
Business acquisition percentage | 10.15% | |||||||||||||
Payments to acquire businesses | $ | $ 14,600,000 | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | 704Games [Member] | ||||||||||||||
Membership interests | 100.00% | |||||||||||||
Business acquisition percentage | 7.60% | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | Digital Tales USA, LLC [Member] | ||||||||||||||
Business acquisition description | Pursuant to the Binding Term Sheet, the Company and EleDa intend that the Company will acquire from EleDa all of the shares of Digital Tales USA, LLC, a Florida limited liability company (the "Interests"). The purchase price for the Interests will be $2,200,000, payable as follows: (i) $1,540,000 at closing, (ii) $260,000 on the six-month anniversary of closing, (iii) $200,000 after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA, LLC is amended to be extended beyond current expiration date in 2024 for no less than 3 additional years, so long as such amendment is executed within 12 months of closing and (iv) $200,000 after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA, LLC is amended to be expanded to include console and PC video game development and publishing for the same period, so long as such amendment is executed within 12 months of closing. | |||||||||||||
Purchase price for the interests | $ | $ 2,200,000 | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | Digital Tales USA, LLC [Member] | At Closing [Member] | ||||||||||||||
Purchase price for the interests | $ | 1,540,000 | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | Digital Tales USA, LLC [Member] | Six Month Anniversary Closing [Member] | ||||||||||||||
Purchase price for the interests | $ | 260,000 | |||||||||||||
Subsequent Event [Member] | Share Exchange Agreements [Member] | Minimum [Member] | Digital Tales USA, LLC [Member] | ||||||||||||||
Legal fees and expenses | $ | $ 60,000 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||||||||
Conversion of shares | 7,000,000 | |||||||||||||
Proceeds from initial public offering | $ | $ 62,900,000 | |||||||||||||
Restricted stock issued during the period | 10,000 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Dmitry Kozko [Member] | ||||||||||||||
Restricted stock issued during the period | 20,333 | |||||||||||||
Restricted options issued during the period | 203,333 | |||||||||||||
Exercise price | $ / shares | $ 20 | |||||||||||||
Options expire | Jan. 12, 2031 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Board of Directors [Member] | ||||||||||||||
Stock options granted | 15,096 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Fernando Alonso [Member] | ||||||||||||||
Membership interests | 3.00% | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Share Exchange Agreements [Member] | Ascend FS, Inc [Member] | ||||||||||||||
Stock issued during the period, shares | 488,722 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Share Exchange Agreements [Member] | 704Games [Member] | ||||||||||||||
Stock issued during the period, shares | 366,541 | |||||||||||||
Shares acquired | 30,903 | |||||||||||||
Business acquisition description | The Company entered into a share exchange agreement with PlayFast pursuant to which the Company will acquire 30,903 shares of common stock of 704Games owned by PlayFast, which is equal to approximately 7.6% of the outstanding equity interests of 704Games, in exchange for (i) 366,541 newly issued shares of the Company's Class A common stock and (ii) cash in an amount to be determined based on the share price of the Company's Class A common stock over the last 10 trading days of March of 2021. | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | IPO [Member] | ||||||||||||||
Stock issued during the period, shares | 3,450,000 | |||||||||||||
Stock price per share | $ / shares | $ 20 | |||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | IPO [Member] | Additional Shares For Underwriters [Member] | ||||||||||||||
Stock issued during the period, shares | 450,000 | |||||||||||||
Subsequent Event [Member] | Class B Common Stock [Member] | ||||||||||||||
Conversion of shares | 7,000,000 |