Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39868 | |
Entity Registrant Name | Motorsport Games Inc. | |
Entity Central Index Key | 0001821175 | |
Entity Tax Identification Number | 86-1791356 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5972 NE 4th Avenue | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | (305) | |
Local Phone Number | 507-8799 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | MSGM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 11,673,587 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 7,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 12,367,235 | $ 17,819,640 |
Accounts receivable, net of allowances of $4,798,124 and $4,563,884, at March 31, 2022 and December 31, 2021, respectively | 2,753,873 | 5,490,272 |
Due from related parties | 39,233 | 137,574 |
Prepaid expenses and other current assets | 1,708,330 | 1,175,354 |
Total Current Assets | 16,868,671 | 24,622,840 |
Property and equipment, net | 722,982 | 727,089 |
Operating lease right of use assets | 681,315 | |
Goodwill | 4,867,465 | |
Intangible assets, net | 15,308,597 | 20,485,809 |
Total Assets | 33,581,565 | 50,703,203 |
Current liabilities: | ||
Accounts payable | 592,667 | 1,784,645 |
Accrued expenses and other liabilities | 2,574,533 | 3,524,271 |
Due to related parties | 117,153 | 119,015 |
Purchase commitments | 3,276,863 | 3,170,319 |
Operating lease liabilities (current) | 206,690 | |
Total Current Liabilities | 6,767,906 | 8,598,250 |
Operating lease liabilities (non-current) | 485,115 | |
Other non-current liabilities | 4,145,094 | 4,122,950 |
Total Liabilities | 11,398,115 | 12,721,200 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; authorized 1,000,000 shares; none issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 76,004,201 | 75,651,175 |
Accumulated deficit | (53,125,943) | (37,988,326) |
Accumulated other comprehensive loss | (1,070,620) | (945,375) |
Total Stockholders’ Equity Attributable to Motorsport Games Inc. | 21,809,506 | 36,719,338 |
Non-controlling interest | 373,944 | 1,262,665 |
Total Stockholders’ Equity | 22,183,450 | 37,982,003 |
Total Liabilities and Stockholders’ Equity | 33,581,565 | 50,703,203 |
Common Class A [Member] | ||
Stockholders’ Equity: | ||
Class B common stock - $0.0001 par value; authorized 7,000,000 shares; 7,000,000 and 7,000,000 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively | 1,168 | 1,164 |
Common Class B [Member] | ||
Stockholders’ Equity: | ||
Class B common stock - $0.0001 par value; authorized 7,000,000 shares; 7,000,000 and 7,000,000 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively | $ 700 | $ 700 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Allowances for doubtful accounts receivable | $ 4,798,124 | $ 4,563,884 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,673,797 | 11,635,897 |
Common stock, shares outstanding | 11,673,797 | 11,635,897 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, shares issued | 7,000,000 | 7,000,000 |
Common stock, shares outstanding | 7,000,000 | 7,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 3,321,789 | $ 2,474,132 | |
Cost of revenues | [1] | 2,013,806 | 781,808 |
Gross profit | 1,307,983 | 1,692,324 | |
Operating expenses: | |||
Sales and marketing | 1,688,449 | 1,024,218 | |
Development | [2] | 2,404,338 | 1,250,362 |
General and administrative | [3] | 3,423,153 | 14,764,038 |
Impairment of goodwill | 4,788,268 | ||
Impairment of intangible assets | 4,491,054 | ||
Depreciation and amortization | 116,071 | 30,775 | |
Total operating expenses | 16,911,333 | 17,069,393 | |
Loss from operations | (15,603,350) | (15,377,069) | |
Interest expense | [4] | (201,596) | (119,539) |
Gain attributable to equity method investment | 1,370,837 | ||
Other (expense) income, net | (162,099) | 40,347 | |
Net loss | (15,967,045) | (14,085,424) | |
Less: Net loss attributable to non-controlling interest | (829,428) | (273,450) | |
Net loss attributable to Motorsport Games Inc. | $ (15,137,617) | $ (13,811,974) | |
Net loss attributable to Class A common stock per share: | |||
Basic and diluted | $ (1.30) | $ (1.30) | |
Weighted-average shares of Class A common stock outstanding: | |||
Basic and diluted | 11,668,160 | 10,637,065 | |
[1] | Includes related party costs of $ 6,228 0 | ||
[2] | Includes related party expenses of $ 22,606 577 | ||
[3] | Includes related party expenses of $ 22,886 1,436,234 | ||
[4] | Includes related party expenses of $ 0 105,845 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Costs | $ 6,228 | $ 0 |
Development [Member] | ||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 22,606 | 577 |
General and Administrative Expense [Member] | ||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 22,886 | 1,436,234 |
Interest Expense [Member] | ||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 0 | $ 105,845 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (15,967,045) | $ (14,085,424) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (125,245) | (32,914) |
Comprehensive loss | (16,092,290) | (14,118,338) |
Comprehensive loss attributable to non-controlling interests | (888,721) | (273,450) |
Comprehensive loss attributable to Motorsport Games Inc. | $ (15,203,569) | $ (13,844,888) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Members Equity [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 3,791,674 | $ (4,826,335) | $ 4,928 | $ (1,029,733) | $ 2,645,559 | $ 1,615,826 | |||
Beginning balance, shares at Dec. 31, 2020 | |||||||||
Stock-based compensation | $ 33 | 9,076,883 | 9,076,916 | 9,076,916 | |||||
Stock-based compensation, shares | 330,633 | ||||||||
Other comprehensive loss | (32,914) | (32,914) | (32,914) | ||||||
Net loss | (13,811,974) | (13,811,974) | (273,450) | (14,085,424) | |||||
Conversion of membership interests into shares of common stock | 700 | 700 | (3,791,674) | 3,790,274 | |||||
Conversion of membership interests into shares of common stock, shares | 7,000,000 | 7,000,000 | |||||||
Issuance of common stock in initial public offering, net [1] | $ 345 | 63,073,783 | 63,074,128 | 63,074,128 | |||||
Issuance of common stock in initial public offering, net [1], shares | 3,450,000 | ||||||||
Purchase of additional interest in Le Mans | 1,584,892 | 1,584,892 | |||||||
Ending balance at Mar. 31, 2021 | $ 1,078 | $ 700 | 75,940,940 | (18,638,309) | (27,986) | 57,276,423 | 3,957,001 | 61,233,424 | |
Ending balance, shares at Mar. 31, 2021 | 10,780,633 | 7,000,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,164 | $ 700 | 75,651,175 | (37,988,326) | (945,375) | 36,719,338 | 1,262,665 | 37,982,003 | |
Beginning balance, shares at Dec. 31, 2021 | 11,635,897 | 7,000,000 | |||||||
Stock-based compensation | $ 4 | 353,026 | 353,030 | 353,030 | |||||
Stock-based compensation, shares | 37,900 | ||||||||
Other comprehensive loss | (125,245) | (125,245) | (59,293) | (184,538) | |||||
Net loss | (15,137,617) | (15,137,617) | (829,428) | (15,967,045) | |||||
Ending balance at Mar. 31, 2022 | $ 1,168 | $ 700 | $ 76,004,201 | $ (53,125,943) | $ (1,070,620) | $ 21,809,506 | $ 373,944 | $ 22,183,450 | |
Ending balance, shares at Mar. 31, 2022 | 11,673,797 | 7,000,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net Loss | $ (15,967,045) | $ (14,085,424) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Impairment of intangible assets | 4,491,054 | |
Impairment of goodwill | 4,788,268 | |
Depreciation and amortization | 577,514 | 136,600 |
Non-cash lease expense | 70,701 | |
Stock-based compensation | 353,030 | 9,076,916 |
Gain on equity method investment | (1,370,837) | |
Sales return and price protection reserves | 234,240 | 40,800 |
Changes in assets and liabilities, net of acquisitions and the effect of consolidation of equity affiliates: | ||
Account receivable | 2,497,895 | 362,766 |
Operating lease liabilities | (60,211) | |
Prepaid expenses | (541,640) | (347,787) |
Other assets | 25,000 | |
Accounts payable | 37,705 | (288,733) |
Other non-current liabilities | (1,187,721) | 50,555 |
Accrued expenses | (882,896) | (434,608) |
Net Cash used in operating activities | (5,589,106) | (6,834,752) |
Cash flows from investing activities: | ||
Acquisition of Le Mans, net of cash acquired | 153,250 | |
Acquisition of Motorsport Games Australia | (1,000,000) | |
Purchase commitment liability | (26,000) | |
Purchase of property and equipment | (101,004) | (83,751) |
Net cash used in investing activities | (101,004) | (956,501) |
Cash flows from financing activities: | ||
Advances from related parties | 148,152 | 1,772,503 |
Repayments on advances from related parties | (11,800,000) | |
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting costs | 63,661,128 | |
Net cash provided by financing activities | 148,152 | 53,633,631 |
Effect of exchange rate changes on cash and cash equivalents | 89,553 | (54,433) |
Net (decrease) increase in cash and cash equivalents | (5,452,405) | 45,787,945 |
Cash and cash equivalents at the beginning of period | 17,819,640 | 3,990,532 |
Cash and cash equivalents at the end of period | 12,367,235 | 49,778,477 |
Cash paid during the year for: | ||
Interest | 639,786 | |
Non-cash investing and financing activities: | ||
Purchase of Le Mans additional interest | 1,584,892 | |
Reduction of additional paid-in capital for initial public offering issuance costs that were previously paid | $ 587,000 |
BUSINESS ORGANIZATION, NATURE O
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION | NOTE 1 - BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION Organization and Operations Motorsport Gaming US LLC (“Motorsport Gaming”) was established as a limited liability company on August 2, 2018 under the laws of the State of Florida. On January 8, 2021, Motorsport Gaming converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. Upon effecting the corporate conversion on January 8, 2021, Motorsport Games now holds all the property and assets of Motorsport Gaming, and all of the debts and obligations of Motorsport Gaming were assumed by Motorsport Games by operation of law upon such corporate conversion. Risks and Uncertainties COVID-19 Pandemic The global spread of the ongoing and prolonged COVID-19 pandemic and its variants has created significant business uncertainty for the Company and others, which has negatively impacted the global economy, disrupted global supply chains and workforce participation, and initially created significant volatility and disruption of financial markets. 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. In late fiscal 2020 and throughout fiscal 2021, vaccines for combating COVID-19 were approved by health agencies in certain countries and regions where the Company operates and began to be administered, and the Company saw some loosening of government-mandated COVID-19 restrictions in certain locations, such as the United States, in response to improved COVID-19 infection levels. More recently, new variants of COVID-19, such as the Omicron variant, that are significantly more contagious than previous strains, have emerged. Further, the effectiveness of approved vaccines on these new strains remains uncertain. The spread of these new strains have caused some government authorities to reimpose some or all of the earlier restrictions or impose other restrictions, all in an effort to lessen the spread of COVID-19 and its variants. While these lockdowns have begun to be lifted, the lingering impact of COVID-19 has continued to create significant volatility throughout the global economy, such as supply chain disruptions, limited labor supplies and higher inflation, which in turn has caused constraints on consumer spending. As a result of the ongoing and prolonged COVID-19 pandemic, including the related responses from government authorities, the Company’s business and operations were impacted, including the temporary closures of its offices in Miami, Florida, Silverstone, England, and Moscow, Russia during 2021, which resulted in many of the Company’s employees working remotely. During the initial COVID-19 outbreak in 2020, demand for the Company’s games generally increased, which the Company believes was primarily attributable to a higher number of consumers staying at home due to COVID-19 related restrictions. Similarly, there was 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. Conversely, several retailers have experienced, closures, reduced operating hours and/or other restrictions as a result of the ongoing and prolonged COVID-19 pandemic and its variants, which has negatively impacted the sales of the Company’s products from such retailers. Additionally, in the Company’s esports business, the ongoing and prolonged COVID-19 pandemic has resulted in the cancellation or postponement of certain events to later dates or shifting events from an in-person format to online only. The emergence of the significantly more contagious Omicron variant of COVID-19 and the prevalence of breakthrough cases of infection among fully vaccinated people adds additional uncertainty and could result in further impacts to the Company’s business and operations, such as those discussed above and in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022 (the “2021 Form 10-K”). Although the Company does not currently expect the COVID-19 pandemic to have a material impact on its future business and operations, the Company continues to monitor the evolving situation caused by the COVID-19 pandemic, and the Company may take further actions required by governmental authorities or that the Company determines are prudent to support the well-being of the Company’s employees, suppliers, business partners and others. The degree to which the ongoing and prolonged 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; the emergence and severity of its variants; the actions to contain the virus or treat its impact, such as the availability and efficacy of vaccines (particularly with respect to emerging strains of the virus) and potential hesitancy to utilize them; and the effect on discretionary spending by consumers; and how quickly and to what extent normal economic and operating conditions can resume. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In management’s opinion, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022. The Company’s results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related disclosures as of December 31, 2021 and 2020 and for the years then ended which are included in the 2021 Form 10-K. Liquidity and Going Concern On January 15, 2021, the Company completed its initial public offering which resulted in net proceeds to the Company of approximately $ 63.1 For the three months ended March 31, 2022, the Company had a net loss of approximately $ 16.0 5.6 53.1 In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern Our future liquidity and capital requirements include funds to support the planned costs to operate our business, including amounts required to fund working capital, support the development and introduction of new products, maintain existing titles, and certain capital expenditures. The adequacy of our available funds generally depends on many factors, including our ability to successfully develop consumer-preferred new products or enhancements to our existing products, continued development and expansion of our esports platform and our ability to enter into collaborations with other companies and/or acquire other companies or technologies to enhance or complement our product and service offerings. We continue to explore additional funding in the form of equity and/or debt financing arrangements and consider these to be viable options to support future liquidity needs, providing such opportunities can be obtained on terms that are commercially competitive and on terms acceptable to the Company. We are also seeking to improve our liquidity by achieving cost reductions by maintaining and enhancing cost control initiatives. As we continue to evaluate incremental funding solutions, we have reevaluated our product roadmap in the first quarter of 2022 and modified the expected timing and scope of certain new product releases. These changes have been made not only to maintain the development of high-quality video game titles but also to improve the timing of certain working capital requirements and reduce expenditures, thereby decreasing our expected future cash-burn and improve our short-term liquidity needs. If needed, further adjustments could be made that would decrease short-term working capital requirements, while pushing out the timing of expected revenues. We expect to generate additional liquidity through consummating equity and/or debt financings, achieving cost reductions by maintaining and enhancing cost control initiatives, and/or adjusting our product roadmap to reduce near term need for working capital. If we are unable to generate adequate revenue and profit growth, there can be no assurances that such actions will provide us with sufficient liquidity to meet our cash requirements as, among other things, our liquidity can be impacted by a number of factors, including our level of sales, costs and expenditures, as well as accounts receivable and sales allowances. There can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all, to satisfy our future needed liquidity and capital resources. If we are unable to obtain adequate funds on acceptable terms, we may be required to, among other things, significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. If we are unable to satisfy our cash requirements from the sources identified above, we could be required to adopt one or more of the following alternatives: ● selling assets or operations; ● seeking additional capital contributions and/or loans from Motorsport Network, the Company’s other affiliates and/or third parties; and/or ● reducing other discretionary spending. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements There can be no assurance that we would be able to take any of the actions referred to above because of a variety of commercial or market factors, including, without limitation, market conditions being unfavorable for an equity or debt issuance, additional capital contributions and/or loans not being available from Motorsport Network or affiliates and/or third parties, or that the transactions may not be permitted under the terms of our various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable us to satisfy our cash requirements if the actions that we are able to consummate do not generate a sufficient amount of additional capital. Even if we do secure additional financing, if our anticipated level of revenues are not achieved because of, for example, less than anticipated consumer acceptance of our offering of products and events; less than effective marketing and promotion campaigns, decreased consumer spending in response to weak economic conditions or weakness in the overall electronic games category; adverse changes in currency; decreased sales of our products and events as a result of increased competitive activities by our competitors; changes in consumer purchasing habits; retailer inventory management or reductions in retailer display space; less than anticipated results from the Company’s existing or new products or from its advertising and/or marketing plans; or if the Company’s expenses, including, without limitation, for advertising and promotions, product returns or price protection expenditures, exceed the anticipated level of expenses, our liquidity may continue to be insufficient to satisfy our future capital requirements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Adoption of Accounting Pronouncements On January 1, 2022, the Company adopted Accounting Standard Update 2016-02, Leases (Topic 842) For leases with a term greater than 12 months, the new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet. Upon adoption of ASC 842, the Company recognized approximately $ 751,000 The adoption of ASC 842 did not have a material impact on the Company’s condensed consolidated statements of operations and comprehensive loss or condensed consolidated statements of cash flows. On January 1, 2022, the Company adopted ASU 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) On January 1, 2022, the Company adopted ASU 2019 -12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the significant accounting policies included in the audited consolidated financial statements included in the 2021 Form 10-K, except as disclosed in this note. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● 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 include game consoles, PCs, mobile phones and tablets. The Company’s product and service offerings include 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 Company’s performance obligations are satisfied. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements During the three months ended March 31, 2022 and 2021, there were no revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods. 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 its 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 reviewing 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 the Company’s sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires the Company to 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, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether 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’s App Store or Google’s Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements 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” in the 2021 Form 10-K for additional details. Price protection represents the Company’s 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 higher than expected returns or higher price protection in subsequent periods. The Company’s sales returns and price protection reserves for the three months ended March 31, 2022 and December 31, 2021 were $ 4,798,124 and $ 4,563,884 , respectively. The Company recognized approximately $ 234,240 40,800 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Subtopic 718-10. 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, using the Black-Scholes option pricing model. 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. Stock-based compensation is adjusted for any forfeitures, which are accounted for on an as occurred basis. We account for share-based payments in accordance with ASC Subtopic 718-10. Share-based compensation expense for a given grant is recognized over the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of share-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We generally estimate the value of stock options using a Black-Scholes option pricing model. This estimate is affected by our stock price, as well as assumptions regarding a number of highly complex and subjective variables, including our expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES For the Three Months Ended March 31, 2022 2021 Stock options 1,059,837 382,518 1,059,837 382,518 Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements Recently Issued Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In November 2019, the FASB issued ASU 2019-11, “ Codification Improvements to Topic 326, Financial Instruments – Credit Losses Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements Income Taxes On January 8, 2021, Motorsport Gaming, a Florida limited liability company, converted into Motorsport Games, a Delaware corporation, pursuant to a statutory conversion. The Company is subject to federal and state income taxes in the U.S. The Company files income tax returns in the jurisdictions in which nexus threshold requirements are met. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. ASC 740, Taxes The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses in its condensed consolidated statements of operations. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3 - INTANGIBLE ASSETS Licensing Agreements The Company has license agreements with various entities related to the development of video games and the organization and facilitation of esports events, including BARC (TOCA) Limited (“BARC”) with respect to the British Touring Car Championship (the “BTCC”) and INDYCAR LLC (“INDYCAR”) with respect to the INDYCAR SERIES. As of March 31, 2022 and March 31, 2021, the Company had a remaining liability in connection with these licensing agreements of $ 3,812,559 822,184 Impairment During the three months ended March 31, 2022, the Company identified triggering events that indicated its allocated intangible and finite-lived intangible assets were at risk of impairment and as such, performed quantitative impairment assessments of all its intangible and finite-lived intangible assets. The primary triggers for the impairment review were changes made to the Company’s product roadmap in the first quarter of the fiscal year ending December 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of the Company’s market capitalization which had reduced significantly since December 31, 2021, the date of the last impairment assessment. These changes were made by the Company to better align the product roadmap with the Company’s ability to produce and release high quality games. As a result of the quantitative assessments, the Company determined the fair value of its rFactor 2 trade name and Le Mans video gaming license (the “Le Mans Gaming License”) indefinite-lived intangible assets, as well as certain finite-lived technology intangible assets, were lower than their carrying values and recorded an impairment loss for the indefinite-lived intangible assets for the period ended March 31, 2022 of $ 2,051,852 and $ 1,118,209 for the Le Mans Gaming License. Additionally, the Company recorded impairment of finite-lived software technology for $ 1,320,993 The Company determined the fair value of the indefinite-lived intangible assets using a relief-from-royalty method for the trade name and a discounted cash flow valuation model for the Le Mans Gaming License and used a cost to recreate valuation model for the finite-lived technology intangible asset. The impairment loss for indefinite- and finite-lived intangible assets was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as changes to the discount rates applied, royalty rates and technological obsolescence assumptions used in the valuation models. The principal assumptions used in the relief-from-royalty method analysis used to determine the fair value of the rFactor 2 trade name consisted of forecasted revenues, royalty rate and weighted average cost of capital (i.e., discount rate), while the principal assumptions used in the discounted cash flow valuation model for the Le Mans Gaming License were forecasted revenues and weighted average cost of capital. The principal assumptions used in determining the fair value of the finite-lived technology intangible asset were number of production hours, cost per hour and technological obsolescence. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods. The impairment loss is presented as impairment of intangible assets in the condensed consolidated statements of operations and comprehensive loss. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements The following is a summary of intangible assets as of March 31, 2022: SCHEDULE OF INTANGIBLE ASSETS Licensing Agreements (Finite) Licensing Agreements (Indefinite) Software Licenses (Finite) Distribution Contracts (Finite) Trade Names (Indefinite) Non-Compete Agreement (Finite) Accumulated Amortization Total Balance as of January 1, 2022 $ 7,198,363 $ 2,810,000 $ 10,364,541 $ 560,000 $ 2,672,581 $ 257,530 $ (3,377,206 ) $ 20,485,809 Amortization expense - - - - - - (482,716 ) (482,716 ) Impairment of intangible assets - (1,118,209 ) (1,320,993 ) - (2,051,852 ) - - (4,491,054 ) FX translation adjustments (66,276 ) - (108,717 ) - (40,285 ) (2,048 ) 13,884 (203,442 ) Balance as of March 31, 2022 $ 7,132,087 $ 1,691,791 $ 8,934,831 $ 560,000 $ 580,444 $ 255,482 $ (3,846,038 ) $ 15,308,597 Accumulated amortization of intangible assets consists of the following: SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS Licensing Agreements Software Distribution Contracts Non-Compete Agreement Accumulated Amortization Balance as of January 1, 2022 $ 912,260 $ 1,843,715 $ 560,000 $ 61,231 $ 3,377,206 Amortization expense 57,186 404,257 - 21,273 482,716 FX translation adjustments - (13,470 ) - (414 ) (13,884 ) Balance as of March 31, 2022 $ 969,446 $ 2,234,502 $ 560,000 $ 82,090 $ 3,846,038 Estimated aggregate amortization expense of intangible assets for the next five years and thereafter is as follows: SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS For the Years Ending December 31, Total 2022 (remaining period) $ 978,499 2023 1,739,553 2024 1,679,637 2025 1,532,268 2026 1,302,260 Thereafter 2,027,226 Estimated aggregate amortization expense $ 9,259,443 Amortization expense related to intangible assets was $ 482,716 and $ 110,297 for the three months ended March 31, 2022 and 2021, respectively. Within intangible assets is approximately $ 3,457,202 of non-amortizing assets. These non-amortizing licensing agreements will commence amortizing upon release of the first title under the respective license agreement. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 4 – GOODWILL The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the three months ended March 31, 2022 were as follows: SCHEDULE OF GOODWILL Games Esports Total Balance as of January 1, 2022 $ 4,802,882 $ 64,583 $ 4,867,465 Impairment of Goodwill (4,723,685 ) (64,583 ) (4,788,268 ) Foreign exchange (79,197 ) - (79,197 ) Balance as of March 31, 2022 $ - $ - $ - During the three months ending March 31, 2022, the Company identified triggering events that indicated its goodwill associated with the acquisition of Studio397 was at risk of impairment and as such, performed a quantitative impairment assessment to determine whether the fair value of the associated reporting unit exceeded its fair value. The primary triggers for the impairment review were changes made to Motorsport Games’ product roadmap in the first quarter of the fiscal year ending December 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of Motorsport Games’ market capitalization which had reduced significantly since December 31, 2021, the date of the last impairment assessment. These changes were made by the Company to better align the product roadmap with the Company’s ability to produce and release high quality games. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements As a result of the quantitative assessment, the Company determined the carrying value of its Gaming reporting unit exceeded its fair value and determined the associated goodwill was fully impaired. An impairment loss of $ 4,788,268 was recorded for the three-months ended March 31, 2022. The Company determined the fair value of the Gaming reporting unit using a discounted cash flow valuation model. The impairment loss was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as higher discount rate applied in the valuation model. The principal assumptions used in the discounted cash flow valuation model were forecasted revenues and weighted average cost of capital (i.e., discount rate). The impairment loss is presented as impairment of goodwill in the condensed consolidated statements of operations and comprehensive loss. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 5 - LEASES The Company’s operating leases primarily relate to real estate, which include office space in the U.S., the U.K., and Russia. The Company’s leases have established fixed payment terms that are typically subject to annual rent increases throughout the term of each lease agreement. The Company’s lease agreements have varying noncancelable rental periods and do not typically include options for the Company to extend the lease terms. The Company’s operating leases have been presented in operating right-of-use assets, operating lease liabilities (short-term) and operating lease liabilities (long-term), on the Company’s condensed consolidated balance sheet as of March 31, 2022. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Refer to Note 1, Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation Incremental borrowing rate The Company’s lease agreements do not provide an implicit rate to determine the present value of lease payments. As such, the Company uses its incremental borrowing rate to determine the present value of lease payments. The Company derives its incremental borrowing rate from information available at the lease commencement date, which represents a collateralized rate of interest the Company would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. As the Company did not have external borrowings at the adoption date with comparable terms to its lease agreements, the Company estimated its borrowing rate based on Prime Rate, adjusted for the US Treasury note rates for the same term as the associated lease and the Company’s credit risk spread. The components of lease expense were as follows: SCHEDULE OF LEASE COST Condensed Consolidated Statement of Comprehensive Loss Classification Three Months Ended March 31, 2022 Short-term operating lease expense $ 28,965 Operating lease expense G&A 70,701 Total lease costs $ 99,666 Weighted average of the remaining lease terms and weighted average discount rates are as follows: SCHEDULE OF REMAINING LEASE TERMS Three Months Ended March 31, 2022 Weighted-average remaining lease term - operating leases (years) 4.38 Weighted-average discount rate - operating leases 7.62 % Supplemental cash flow information related to leases is as follows: SCHEDULE OF CASH FLOW SUPPLEMENTAL Three Months Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 99,889 Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements As of March 31, 2022, maturities related to lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Leases 2022 (remaining period) $ 210,952 2023 285,528 2024 196,377 2025 38,749 2026 13,374 Thereafter - Total lease payments $ 744,980 Less effects of imputed interest (53,175 ) Present value of lease liabilities $ 691,805 The above operating lease payments exclude $ 1,300,740 of required minimum lease payments for operating lease agreements executed but not commenced, as the Company has not received control of the leased assets as of March 31, 2022. See Note 8 – Related Party Transactions Under ASC 840 , Leases SCHEDULE OF FUTURE MINIMUM REMAINING RENTAL PAYMENTS For the Years Ending December 31, Total 2022 $ 299,442 2023 289,218 2024 189,786 2025 48,104 2026 24,069 Total $ 850,619 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 6 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, December 31, 2022 2021 Accrued royalties $ 1,075,959 $ 1,694,011 Accrued professional fees 105,091 80,909 Accrued consulting fees 515,564 106,006 Accrued development costs 394,421 968,007 Accrued eSport prize money - 168,959 Accrued rent 28,145 40,787 Accrued taxes 35,427 31,491 Accrued payroll 201,742 235,224 Accrued other 218,184 198,877 Total $ 2,574,533 $ 3,524,271 Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
DUE TO_FROM RELATED PARTIES
DUE TO/FROM RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Due Tofrom Related Parties | |
DUE TO/FROM RELATED PARTIES | NOTE 7 – DUE TO/FROM RELATED PARTIES On April 1, 2020, the Company entered into a promissory note (the “$ 12 million Line of Credit”) with the Company’s majority stockholder, Motorsport Network, LLC (“Motorsport Network”), that provides the Company with a line of credit of up to $ 10,000,000 (and after the amendment described below, up to $1 2,000,000 ) at an interest rate of 10% per annum, the availability of which is dependent on Motorsport Network’s available liquidity. The principal amount under the $ 12 million Line of Credit 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. The $ 12 million Line of Credit 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 $ 12 million Line of Credit, dated September 4, 2020, not to demand or otherwise accelerate any amount due under the $ 12 million Line of Credit 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 $ 12 million Line of Credit 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 $ 12 million Line of Credit, effective in 2020, pursuant to which the availability under the $ 12 million Line of Credit was increased from $ 10,000,000 to $ 12,000,000 , with no changes to the other terms. The Company recorded related party interest expense of $ 0 and $ 105,845 during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2021, the Company drew down an additional $ 1,906,248 12 11,800,000 12 12 959,784 0 12 In addition to the $ 12 117,153 39,233 71,864 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS 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 to the Company under the $ 12 0 and $ 5,562 , respectively, that were paid by Motorsport Network on its behalf and are reimbursable by the Company to Motorsport Network under the $ 12 0 and $ 1,906,248 , respectively, in connection with advances under the $ 12 During the three months ended March 31, 2022 and 2021, an entity wholly owned by Motorsport Network provided services associated with In-Kind Consideration of $ 0 27,900 As of March 31, 2022 and December 31, 2021, there was $ 33,856 and $ 24,348 , respectively, related to these services included within due to related parties on the consolidated balance sheets. Leasing agreements On February 8, 2022, the Company entered into a new lease agreement with Lemon City Group, LLC, an entity controlled by Mike Zoi, for office space located in Miami, Florida. The term of this new lease is 5 years which commenced April 1, 2022 and expires on March 31, 2027, and is terminable with a 60-day written notice, by either party, with no penalty. The base rent from this new lease is fixed at approximately $ 22,000 per month. On April 1, 2022, the previous lease agreement for office space in Miami, Florida between 704Games LLC and Lemon City Group, LLC was terminated without penalty. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY 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 $ 63,073,783 , after deducting underwriting discounts and commissions and offering expenses paid by the Company during 2020 and 2021. Stock Warrants As of March 31, 2022 and December 31, 2021, 704Games has outstanding 10-year warrants to purchase 4,000 93.03 3.5 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 10 – SHARE-BASED COMPENSATION On January 12, 2021, in connection with initial public offering, Motorsport Games established the Motorsport Games Inc. 2021 Equity Incentive Plan (the “MSGM 2021 Stock Plan”). The MSGM 2021 Stock Plan provides for the grant of options, stock appreciation rights, restricted stock awards, performance share awards and restricted stock unit awards, and initially authorized 1,000,000 shares of Class A common stock to be available for issuance. As of March 31, 2022, 140,383 shares of Class A common stock were available for issuance under the MSGM 2021 Stock Plan. Shares issued in connection with awards made under the MSGM 2021 Stock Plan are generally issued as new issuances of Class A common stock. The majority of the options issued under the MSGM 2021 Stock Plan have time-based vesting schedules, typically vesting ratably over a three-year period. Certain stock option awards differed from this vesting schedule, notably awards made to Motorsport Games’ Chief Executive Officer in conjunction with Motorsport Games’ initial public offering that vested immediately, as well as those made to Motorsport Games’ directors that vested on the one-year anniversary of award issuance. All stock options issued under the MSGM 2021 Stock Plan expire 10 The following is a summary of stock-based compensation award activity for the periods ended March 31, 2022 and 2021: SCHEDULE OF STOCK-BASED COMPENSATION OPTIONS ACTIVITY For the Three Months Ended March 31, 2022 Number of Options Vesting Term Contractual Term Grant Date Fair Value Awards outstanding under the MSGM 2021 Stock Plan as of January 1, 2022 (net of forfeitures) 312,689 Stock options award to employees under the MSGM 2021 Stock Plan 559,347 3 Years 10 Years $ 1,151,495 Stock options awarded to Board of Directors under the MSGM 2021 Stock Plan 57,108 1 Year 10 Years $ 120,630 Restricted share awards to Board of Directors under the MSGM 2021 Stock Plan 37,690 Immediate - $ 148,499 Forfeited, cancelled or expired (107,218 ) Awards outstanding under the MSGM 2021 Stock Plan as of March 31, 2022 (net of forfeitures) 859,616 For the Three Months Ended March 31, 2021 Number of Options Vesting Term Contractual Term Grant Date Fair Value Awards outstanding under the MSGM 2021 Stock Plan as of January 1, 2021 (net of forfeitures) - Stock options award to employees under the MSGM 2021 Stock Plan [1] 314,403 1 3 10 Years $ 2,542,356 Stock options awarded to Board of Directors under the MSGM 2021 Stock Plan 11,250 1 Year 10 Years $ 126,205 Restricted share awards to Board of Directors under the MSGM 2021 Stock Plan 10,000 Immediate - $ 200,000 Forfeited, cancelled or expired (22,964 ) Awards outstanding under the MSGM 2021 Stock Plan as of March 31, 2021 (net of forfeitures) 312,689 [1] 3,344 1 year 14,831 311,059 3 year 2,527,525 Stock-Based Compensation For three months ended March 31, 2022 and 2021, the Company recognized aggregate stock-based compensation expense of $ 353,030 and $ 9,076,916 , respectively, related to the issuances of stock options and restricted stock awards. As of March 31, 2022, there was $ 2,394,810 of unrecognized stock-based compensation expense which will be recognized over approximately 3 years Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in various routine legal proceedings incidental to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows. However, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period. 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 March 31, 2022 and December 31, 2021, the Company has not accrued any amounts for contingencies. On February 11, 2021, HC2 Holdings 2 Inc. and Continental General Insurance Company, former minority stockholders of 704Games, filed a complaint (the “HC2 and Continental Complaint”) in the U.S. District Court for the District of Delaware against the Company, the Company’s Chief Executive Officer and Executive Chairman, the Company’s Chief Financial Officer, and the sole manager of Motorsport Network (collectively, the “Individual Defendants”). 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”) and Rule 10b-5 under the Exchange Act; joint and several liability of the Individual Defendants under Section 20(a) of the Exchange Act with respect to the alleged violation of Section 10(b) and Rule 10(b); alleged violation by the Company of Section 20A of the Exchange Act in connection with plaintiffs’ August 18, 2020 sale to the Company of an aggregate of 106,307 shares of common stock of 704Games, which is equal to 26.2 % of the outstanding common stock of 704Games (the “Stock Sale”); alleged breach of the Company’s obligations under the Stockholders’ Agreement, dated August 14, 2018, by and among the Company and the other stockholders of 704Games, in connection with 704Games’ requirement to provide financial information about 704Games to the plaintiffs; the defendants’ alleged fraudulent inducement of the plaintiffs to enter into a stock purchase agreement for the Stock Sale; the defendants’ alleged breach of fiduciary duty by alleged failure to disclose key financial and other information about 704Games and allegedly diverting corporate opportunities for the benefit of defendants; and alleged unjust enrichment. The plaintiffs seek, among other things, damages from the defendants, jointly and severally, based on the alleged difference between the fair market value of the shares of common stock of 704Games on August 18, 2020, the date of the Stock Sale, and the purchase price that was paid in the Stock Sale, as well as punitive damages and other relief. In May 2021, the Company, along with the other defendants, filed a motion to dismiss the plaintiffs’ amended complaint. On March 28, 2022, the court entered an order denying the motion to dismiss. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements At this time, it is premature to determine the outcome of this litigation. 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 the Company intends to continue to vigorously defend its position to the fullest extent permitted by law. On March 22, 2021, the Company entered into a binding term sheet (as amended, the “Digital Tales Term Sheet”) with EleDa s.r.l. (“EleDa”) in connection with a contemplated acquisition by the Company of the shares of Digital Tales USA, LLC, a Florida limited liability company. The Digital Tales Term Sheet expired on September 30, 2021, and the Company and EleDa did not consummate any transaction by such date, nor does the Company expect to complete any such transaction. On September 29, 2021, EleDa filed a complaint in the Eleventh Judicial Circuit Court of Florida against the Company and its Chief Executive Officer relating to the expiration of the Digital Tales Term Sheet, without having consummated any transaction. In November 2021, the Company filed a motion to dismiss the plaintiffs’ complaint and EleDa filed an amended complaint on February 2, 2022. The Company filed a motion to extend case management deadlines in March 2022. The Company subsequently completed an out of court settlement with the plaintiff in April 2022. Please see Note 14 – Subsequent Events, for further details. Epic License Agreement 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 non-exclusive, non-transferable 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. The Company will pay Epic a license fee royalty payment equal to 5 % of product revenue, as defined in the licensing agreement. During the three months ended March 31, 2022, Epic earned royalties of approximately $ 114,738 Minimum Royalty Guarantees The Company is required to make certain minimum royalty guarantee payments to third-party licensors, arising primarily from its NASCAR, INDYCAR and BTCC licenses, Le Mans Video Gaming License and Le Mans Esports License. These minimum royalty guarantee payments apply throughout the duration of the licensing agreements, which expire between fiscal years ending December 31, 2026 and 2031, and give rise to a commitment of approximately $ 35.5 million, in the aggregate, for the duration of these arrangements. The Company expects to pay $ 3.55 million in cash payments in order to comply with the license agreements’ minimum royalty guarantees during the fiscal year ending December 31, 2022. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2022 | |
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: SCHEDULE OF CONCENTRATIONS For the Three Months Ended March 31, Customer 2022 2021 Customer A 15.3 % - * Customer B 18.2 % 35.8 % Customer D 24.1 % 42.1 % Customer E 16.8 % - Total 74.4 % 77.9 % * Less than 10%. The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: March 31, December 31, Customer 2022 2021 Customer A 36.6 % 51.9 % Customer B 22.6 % 17.7 % Customer C 17.4 % * Total 76.6 % 69.6 % * Less than 10%. A reduction in sales from or loss of these customers, in a significant amount, could 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: SCHEDULE OF CONCENTRATIONS For the Three Months Ended March 31, Supplier 2021 2020 Supplier A 19.0 39.5 % Supplier B 14.8 - * Supplier C 11.3 18.4 % Total 45.1 57.9 % * Less than 10%. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021 were: (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”). The Company’s chief operating decision-maker has been identified as the Company’s Chief Executive Officer, 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 March 31, 2022 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 U.S., no geographical segments are presented. 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: SCHEDULE OF SEGMENT REPORTING INFORMATION For the Three Months Ended, March 31, 2022 2021 Revenues: Gaming $ 2,958,388 $ 2,450,213 Esports 363,401 23,919 Total Segment and Consolidated Revenues $ 3,321,789 $ 2,474,132 Cost of Revenues: Gaming $ 1,404,007 $ 715,116 Esports 609,799 66,692 Total Segment and Consolidated Cost of Revenues $ 2,013,806 $ 781,808 Gross Profit (Loss): Gaming $ 1,554,381 $ 1,735,097 Esports (246,398 ) (42,773 ) Total Segment and Consolidated Gross Profit $ 1,307,983 $ 1,692,324 (Loss) From Operations: Gaming $ (15,044,421 ) $ (15,193,260 ) Esports (558,929 ) (183,809 ) Total Segment and Consolidated (Loss) From Operations $ (15,603,350 ) $ (15,377,069 ) Depreciation and Amortization: Gaming $ 107,483 $ 30,775 Esports 8,588 - Total Segment and Consolidated Depreciation and Amortization $ 116,071 $ 30,775 Interest Expense: Gaming $ (201,596 ) $ (119,539 ) Esports - - Total Segment and Consolidated Interest Expense $ (201,596 ) $ (119,539 ) Gain Attributable to Equity Method Investment: Gaming $ - $ 1,370,837 Esports - - Total Gain Attributable to Equity Method Investment $ - $ 1,370,837 Other Income (Loss), Net: Gaming $ (157,123 ) $ 40,347 Esports (4,976 ) - Total Other Income (Loss), Net $ (162,099 ) $ 40,347 Net Loss: Gaming $ (15,403,140 ) $ (13,901,611 ) Esports (563,905 ) (183,813 ) Total Segment and Consolidated Net Loss $ (15,967,045 ) $ (14,085,424 ) March 31, 2022 December 31, 2021 Segment Total Assets: Gaming $ 31,493,831 $ 47,511,471 Esports 2,087,734 3,191,732 Consolidated Total Assets $ 33,581,565 $ 50,703,203 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
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. The Company did not identify any subsequent events that would have required adjustments or disclosure in the condensed consolidated financial statements or notes. On April 12, 2022, Motorsport Games Inc. reached a settlement agreement with Eleda, paying Eleda $ 325,000 On April 22, 2022, Motorsport Games entered into a letter agreement (the “Amendment”) amending the terms of (i) the share purchase agreement dated March 31, 2021 (the “SPA”) with Luminis International BV, Technology In Business B.V. (“TIB”) and certain TIB’s shareholders parties to such amendment and (ii) the related deed of pledge that secured payment by the Company of the $ 3,200,000 Pursuant to the Amendment, the deferred installment amount due to be paid under the SPA by the Company on the first anniversary of closing was reduced from $3,200,000 to $1,000,000, with the remaining $2,200,000 further deferred and to be paid within 90 days of the date that the Company makes such $ 1,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● 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 include game consoles, PCs, mobile phones and tablets. The Company’s product and service offerings include 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 Company’s performance obligations are satisfied. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements During the three months ended March 31, 2022 and 2021, there were no revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods. 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 its 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 reviewing 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 the Company’s sales returns and price protection reserves. Allocating the Transaction Price Allocating the transaction price requires the Company to 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, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether 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’s App Store or Google’s Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements 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” in the 2021 Form 10-K for additional details. Price protection represents the Company’s 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 higher than expected returns or higher price protection in subsequent periods. The Company’s sales returns and price protection reserves for the three months ended March 31, 2022 and December 31, 2021 were $ 4,798,124 and $ 4,563,884 , respectively. The Company recognized approximately $ 234,240 40,800 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Subtopic 718-10. 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, using the Black-Scholes option pricing model. 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. Stock-based compensation is adjusted for any forfeitures, which are accounted for on an as occurred basis. We account for share-based payments in accordance with ASC Subtopic 718-10. Share-based compensation expense for a given grant is recognized over the requisite service period (that is, the period for which the employee is being compensated) and is based on the value of share-based payment awards after a reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We generally estimate the value of stock options using a Black-Scholes option pricing model. This estimate is affected by our stock price, as well as assumptions regarding a number of highly complex and subjective variables, including our expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES For the Three Months Ended March 31, 2022 2021 Stock options 1,059,837 382,518 1,059,837 382,518 Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
Recently Issued Accounting Standards | Recently Issued Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In November 2019, the FASB issued ASU 2019-11, “ Codification Improvements to Topic 326, Financial Instruments – Credit Losses Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
Income Taxes | Income Taxes On January 8, 2021, Motorsport Gaming, a Florida limited liability company, converted into Motorsport Games, a Delaware corporation, pursuant to a statutory conversion. The Company is subject to federal and state income taxes in the U.S. The Company files income tax returns in the jurisdictions in which nexus threshold requirements are met. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. ASC 740, Taxes The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses in its condensed consolidated statements of operations. Motorsport Games Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES | The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES For the Three Months Ended March 31, 2022 2021 Stock options 1,059,837 382,518 1,059,837 382,518 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following is a summary of intangible assets as of March 31, 2022: SCHEDULE OF INTANGIBLE ASSETS Licensing Agreements (Finite) Licensing Agreements (Indefinite) Software Licenses (Finite) Distribution Contracts (Finite) Trade Names (Indefinite) Non-Compete Agreement (Finite) Accumulated Amortization Total Balance as of January 1, 2022 $ 7,198,363 $ 2,810,000 $ 10,364,541 $ 560,000 $ 2,672,581 $ 257,530 $ (3,377,206 ) $ 20,485,809 Amortization expense - - - - - - (482,716 ) (482,716 ) Impairment of intangible assets - (1,118,209 ) (1,320,993 ) - (2,051,852 ) - - (4,491,054 ) FX translation adjustments (66,276 ) - (108,717 ) - (40,285 ) (2,048 ) 13,884 (203,442 ) Balance as of March 31, 2022 $ 7,132,087 $ 1,691,791 $ 8,934,831 $ 560,000 $ 580,444 $ 255,482 $ (3,846,038 ) $ 15,308,597 |
SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS | Accumulated amortization of intangible assets consists of the following: SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS Licensing Agreements Software Distribution Contracts Non-Compete Agreement Accumulated Amortization Balance as of January 1, 2022 $ 912,260 $ 1,843,715 $ 560,000 $ 61,231 $ 3,377,206 Amortization expense 57,186 404,257 - 21,273 482,716 FX translation adjustments - (13,470 ) - (414 ) (13,884 ) Balance as of March 31, 2022 $ 969,446 $ 2,234,502 $ 560,000 $ 82,090 $ 3,846,038 |
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Estimated aggregate amortization expense of intangible assets for the next five years and thereafter is as follows: SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS For the Years Ending December 31, Total 2022 (remaining period) $ 978,499 2023 1,739,553 2024 1,679,637 2025 1,532,268 2026 1,302,260 Thereafter 2,027,226 Estimated aggregate amortization expense $ 9,259,443 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the three months ended March 31, 2022 were as follows: SCHEDULE OF GOODWILL Games Esports Total Balance as of January 1, 2022 $ 4,802,882 $ 64,583 $ 4,867,465 Impairment of Goodwill (4,723,685 ) (64,583 ) (4,788,268 ) Foreign exchange (79,197 ) - (79,197 ) Balance as of March 31, 2022 $ - $ - $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
SCHEDULE OF LEASE COST | The components of lease expense were as follows: SCHEDULE OF LEASE COST Condensed Consolidated Statement of Comprehensive Loss Classification Three Months Ended March 31, 2022 Short-term operating lease expense $ 28,965 Operating lease expense G&A 70,701 Total lease costs $ 99,666 |
SCHEDULE OF REMAINING LEASE TERMS | Weighted average of the remaining lease terms and weighted average discount rates are as follows: SCHEDULE OF REMAINING LEASE TERMS Three Months Ended March 31, 2022 Weighted-average remaining lease term - operating leases (years) 4.38 Weighted-average discount rate - operating leases 7.62 % |
SCHEDULE OF CASH FLOW SUPPLEMENTAL | Supplemental cash flow information related to leases is as follows: SCHEDULE OF CASH FLOW SUPPLEMENTAL Three Months Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 99,889 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | As of March 31, 2022, maturities related to lease liabilities were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Leases 2022 (remaining period) $ 210,952 2023 285,528 2024 196,377 2025 38,749 2026 13,374 Thereafter - Total lease payments $ 744,980 Less effects of imputed interest (53,175 ) Present value of lease liabilities $ 691,805 |
SCHEDULE OF FUTURE MINIMUM REMAINING RENTAL PAYMENTS | Under ASC 840 , Leases SCHEDULE OF FUTURE MINIMUM REMAINING RENTAL PAYMENTS For the Years Ending December 31, Total 2022 $ 299,442 2023 289,218 2024 189,786 2025 48,104 2026 24,069 Total $ 850,619 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, December 31, 2022 2021 Accrued royalties $ 1,075,959 $ 1,694,011 Accrued professional fees 105,091 80,909 Accrued consulting fees 515,564 106,006 Accrued development costs 394,421 968,007 Accrued eSport prize money - 168,959 Accrued rent 28,145 40,787 Accrued taxes 35,427 31,491 Accrued payroll 201,742 235,224 Accrued other 218,184 198,877 Total $ 2,574,533 $ 3,524,271 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK-BASED COMPENSATION OPTIONS ACTIVITY | The following is a summary of stock-based compensation award activity for the periods ended March 31, 2022 and 2021: SCHEDULE OF STOCK-BASED COMPENSATION OPTIONS ACTIVITY For the Three Months Ended March 31, 2022 Number of Options Vesting Term Contractual Term Grant Date Fair Value Awards outstanding under the MSGM 2021 Stock Plan as of January 1, 2022 (net of forfeitures) 312,689 Stock options award to employees under the MSGM 2021 Stock Plan 559,347 3 Years 10 Years $ 1,151,495 Stock options awarded to Board of Directors under the MSGM 2021 Stock Plan 57,108 1 Year 10 Years $ 120,630 Restricted share awards to Board of Directors under the MSGM 2021 Stock Plan 37,690 Immediate - $ 148,499 Forfeited, cancelled or expired (107,218 ) Awards outstanding under the MSGM 2021 Stock Plan as of March 31, 2022 (net of forfeitures) 859,616 For the Three Months Ended March 31, 2021 Number of Options Vesting Term Contractual Term Grant Date Fair Value Awards outstanding under the MSGM 2021 Stock Plan as of January 1, 2021 (net of forfeitures) - Stock options award to employees under the MSGM 2021 Stock Plan [1] 314,403 1 3 10 Years $ 2,542,356 Stock options awarded to Board of Directors under the MSGM 2021 Stock Plan 11,250 1 Year 10 Years $ 126,205 Restricted share awards to Board of Directors under the MSGM 2021 Stock Plan 10,000 Immediate - $ 200,000 Forfeited, cancelled or expired (22,964 ) Awards outstanding under the MSGM 2021 Stock Plan as of March 31, 2021 (net of forfeitures) 312,689 [1] 3,344 1 year 14,831 311,059 3 year 2,527,525 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
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: SCHEDULE OF CONCENTRATIONS For the Three Months Ended March 31, Customer 2022 2021 Customer A 15.3 % - * Customer B 18.2 % 35.8 % Customer D 24.1 % 42.1 % Customer E 16.8 % - Total 74.4 % 77.9 % * Less than 10%. The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of: March 31, December 31, Customer 2022 2021 Customer A 36.6 % 51.9 % Customer B 22.6 % 17.7 % Customer C 17.4 % * Total 76.6 % 69.6 % * Less than 10%. |
Supplier Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
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: SCHEDULE OF CONCENTRATIONS For the Three Months Ended March 31, Supplier 2021 2020 Supplier A 19.0 39.5 % Supplier B 14.8 - * Supplier C 11.3 18.4 % Total 45.1 57.9 % * Less than 10%. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION | Segment information available with respect to these reportable business segments was as follows: SCHEDULE OF SEGMENT REPORTING INFORMATION For the Three Months Ended, March 31, 2022 2021 Revenues: Gaming $ 2,958,388 $ 2,450,213 Esports 363,401 23,919 Total Segment and Consolidated Revenues $ 3,321,789 $ 2,474,132 Cost of Revenues: Gaming $ 1,404,007 $ 715,116 Esports 609,799 66,692 Total Segment and Consolidated Cost of Revenues $ 2,013,806 $ 781,808 Gross Profit (Loss): Gaming $ 1,554,381 $ 1,735,097 Esports (246,398 ) (42,773 ) Total Segment and Consolidated Gross Profit $ 1,307,983 $ 1,692,324 (Loss) From Operations: Gaming $ (15,044,421 ) $ (15,193,260 ) Esports (558,929 ) (183,809 ) Total Segment and Consolidated (Loss) From Operations $ (15,603,350 ) $ (15,377,069 ) Depreciation and Amortization: Gaming $ 107,483 $ 30,775 Esports 8,588 - Total Segment and Consolidated Depreciation and Amortization $ 116,071 $ 30,775 Interest Expense: Gaming $ (201,596 ) $ (119,539 ) Esports - - Total Segment and Consolidated Interest Expense $ (201,596 ) $ (119,539 ) Gain Attributable to Equity Method Investment: Gaming $ - $ 1,370,837 Esports - - Total Gain Attributable to Equity Method Investment $ - $ 1,370,837 Other Income (Loss), Net: Gaming $ (157,123 ) $ 40,347 Esports (4,976 ) - Total Other Income (Loss), Net $ (162,099 ) $ 40,347 Net Loss: Gaming $ (15,403,140 ) $ (13,901,611 ) Esports (563,905 ) (183,813 ) Total Segment and Consolidated Net Loss $ (15,967,045 ) $ (14,085,424 ) March 31, 2022 December 31, 2021 Segment Total Assets: Gaming $ 31,493,831 $ 47,511,471 Esports 2,087,734 3,191,732 Consolidated Total Assets $ 33,581,565 $ 50,703,203 |
BUSINESS ORGANIZATION, NATURE_2
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jan. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Initial public offering | $ 63,100,000 | |||
Net Income (Loss) | $ 15,967,045 | $ 14,085,424 | ||
Cash flows from operations | 5,589,106 | $ 6,834,752 | ||
Accumulated deficit | 53,125,943 | $ 37,988,326 | ||
Right of use assets | 681,315 | |||
Leasing Arrangements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Right of use assets | $ 751,000 |
SCHEDULE OF CALCULATION WEIGHTE
SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,059,837 | 382,518 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,059,837 | 382,518 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Sales returns and price protection reserves | $ 4,798,124 | $ 4,563,884 | |
Sales returns and price protection charges | $ 234,240 | $ 40,800 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | $ 20,485,809 |
Amortization of intangible asset | (482,716) |
Impairment of intangible assets finite lived | (4,491,054) |
FX translation adjustments | (203,442) |
Intangible assets, gross ending | 15,308,597 |
Intangible assets, gross ending | (9,259,443) |
Licensing Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 7,198,363 |
Amortization of intangible asset | |
Impairment of intangible assets finite lived | |
FX translation adjustments | (66,276) |
Intangible assets, gross ending | 7,132,087 |
Licensing Agreements (Indefinite) [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 2,810,000 |
Amortization of intangible asset | |
Impairment of intangible assets finite lived | (1,118,209) |
FX translation adjustments | |
Intangible assets, gross ending | 1,691,791 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 10,364,541 |
Amortization of intangible asset | |
Impairment of intangible assets finite lived | (1,320,993) |
FX translation adjustments | (108,717) |
Intangible assets, gross ending | 8,934,831 |
Distribution Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 560,000 |
Amortization of intangible asset | |
Impairment of intangible assets finite lived | |
FX translation adjustments | |
Intangible assets, gross ending | 560,000 |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 2,672,581 |
Amortization of intangible asset | |
Impairment of intangible assets finite lived | (2,051,852) |
FX translation adjustments | (40,285) |
Intangible assets, gross ending | 580,444 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, net beginning | 257,530 |
Impairment of intangible assets finite lived | |
FX translation adjustments | (2,048) |
Intangible assets, gross ending | 255,482 |
Accumulated Amortization [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, amortization beginning | (3,377,206) |
Amortization of intangible asset | (482,716) |
Impairment of intangible assets finite lived | |
FX translation adjustments | 13,884 |
Intangible assets, gross ending | (3,846,038) |
Domain Name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of intangible asset |
SCHEDULE OF ACCUMULATED AMORTIZ
SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | $ 3,377,206 | |
Amortization of intangible asset | 482,716 | $ 110,297 |
Accumulated amortization, ending | 3,846,038 | |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 912,260 | |
Amortization of intangible asset | 57,186 | |
FX translation adjustments | ||
Accumulated amortization, ending | 969,446 | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 1,843,715 | |
Amortization of intangible asset | 404,257 | |
FX translation adjustments | (13,470) | |
Accumulated amortization, ending | 2,234,502 | |
Distribution Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 560,000 | |
Amortization of intangible asset | ||
FX translation adjustments | ||
Accumulated amortization, ending | 560,000 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization, beginning | 61,231 | |
Amortization of intangible asset | 21,273 | |
FX translation adjustments | (414) | |
Accumulated amortization, ending | 82,090 | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible asset | 482,716 | |
FX translation adjustments | $ (13,884) |
SCHEDULE OF ESTIMATED AGGREGATE
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining period) | $ 978,499 |
2023 | 1,739,553 |
2024 | 1,679,637 |
2025 | 1,532,268 |
2026 | 1,302,260 |
Thereafter | 2,027,226 |
Estimated aggregate amortization expense | $ 9,259,443 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill, beginning balance | $ 4,867,465 | |
Goodwill impairment loss | (4,788,268) | |
Goodwill, ending balance | ||
Le Mans Gaming [Member] | ||
Goodwill, beginning balance | 4,802,882 | |
Goodwill impairment loss | (4,723,685) | |
Goodwill, ending balance | ||
Esports Licenses [Member] | ||
Goodwill, beginning balance | 64,583 | |
Goodwill impairment loss | (64,583) | |
Goodwill, ending balance |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 2,051,852 | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 1,118,209 | ||
Impairment of Intangible Assets, Finite-Lived | 4,491,054 | ||
Amortization of Intangible Assets | 482,716 | $ 110,297 | |
Intangible Assets, Net (Excluding Goodwill) | 15,308,597 | $ 20,485,809 | |
Software [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-Lived | 1,320,993 | ||
Amortization of Intangible Assets | 404,257 | ||
Non-amortizing Intangible Assets [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Net (Excluding Goodwill) | 3,457,202 | ||
Licensing Agreements [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Licensing agreements | $ 3,812,559 | $ 822,184 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 4,788,268 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Short-term operating lease expense | $ 28,965 |
Operating lease expense | 70,701 |
Total lease costs | $ 99,666 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS (Details) | Mar. 31, 2022 |
Leases | |
Weighted-average remaining lease term - operating leases (years) | 4 years 4 months 17 days |
Weighted-average discount rate - operating leases | 7.62% |
SCHEDULE OF CASH FLOW SUPPLEMEN
SCHEDULE OF CASH FLOW SUPPLEMENTAL (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 99,889 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Mar. 31, 2022USD ($) |
Leases | |
2022 (remaining period) | $ 210,952 |
2023 | 285,528 |
2024 | 196,377 |
2025 | 38,749 |
2026 | 13,374 |
Thereafter | |
Total lease payments | 744,980 |
Less effects of imputed interest | (53,175) |
Present value of lease liabilities | $ 691,805 |
SCHEDULE OF FUTURE MINIMUM REMA
SCHEDULE OF FUTURE MINIMUM REMAINING RENTAL PAYMENTS (Details) | Mar. 31, 2022USD ($) |
Leases | |
2022 | $ 299,442 |
2023 | 289,218 |
2024 | 189,786 |
2025 | 48,104 |
2026 | 24,069 |
Total | $ 850,619 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Mar. 31, 2022USD ($) |
Leases | |
Minimum lease payments for operating lease | $ 1,300,740 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 1,075,959 | $ 1,694,011 |
Accrued professional fees | 105,091 | 80,909 |
Accrued consulting fees | 515,564 | 106,006 |
Accrued development costs | 394,421 | 968,007 |
Accrued eSport prize money | 168,959 | |
Accrued rent | 28,145 | 40,787 |
Accrued taxes | 35,427 | 31,491 |
Accrued payroll | 201,742 | 235,224 |
Accrued other | 218,184 | 198,877 |
Total | $ 2,574,533 | $ 3,524,271 |
DUE TO_FROM RELATED PARTIES (De
DUE TO/FROM RELATED PARTIES (Details Narrative) - USD ($) | Apr. 01, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 01, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||||
Interest Expense, Debt | $ 0 | $ 105,845 | |||
Related party debt | 0 | 1,906,248 | |||
Repayment of lines of credit | 11,800,000 | ||||
Due to related parties | 117,153 | 959,784 | $ 119,015 | ||
Repayments of related party debt | 11,800,000 | ||||
Promissory Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of credit | $ 12 | 12 | $ 12 | $ 12 | $ 0 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||
Line of Credit Facility, Interest Rate During Period | 10.00% | ||||
Due to related parties | 117,153 | ||||
Due from related parties | 39,233 | ||||
Repayments of related party debt | $ 71,864 | ||||
Promissory Note [Member] | Minimum [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||
Promissory Note [Member] | Maximum [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 12,000,000 | ||||
Promissory Note [Member] | Amendment [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 08, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 01, 2022 | Apr. 01, 2020 |
Related Party Transaction [Line Items] | ||||||
Related party debt | $ 0 | $ 1,906,248 | ||||
Due to Related party | 33,856 | $ 24,348 | ||||
Lessee finance lease description | The term of this new lease is 5 years which commenced April 1, 2022 and expires on March 31, 2027, and is terminable with a 60-day written notice, by either party, with no penalty. | |||||
Rent paid | 22,000 | |||||
Motorsport Network [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operating expenses | 0 | 27,900 | ||||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Line of credit | 12 | $ 12 | 0 | $ 12 | $ 12 | |
Related party expenses | $ 0 | $ 5,562 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 15, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 63,100,000 | ||
Seven Zero Four Games Company [Member] | |||
Class of Stock [Line Items] | |||
Shares of common stock | 4,000 | 4,000 | |
Warrants exercise price | $ 93.03 | $ 93.03 | |
Seven Zero Four Games Company [Member] | Warrant [Member] | |||
Class of Stock [Line Items] | |||
Remaining life of years | 3 years 6 months | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 63,073,783 | ||
Common Class A [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 3,450,000 | ||
Shares Issued, Price Per Share | $ 20 | ||
Common Class A [Member] | IPO [Member] | Additional Shares for Underwriters [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 450,000 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION OPTIONS ACTIVITY (Details) - MSGM 2021 Stock Plan [Member] - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Outstanding, Beginning | 312,689 | |||
Number of Options, Forfeited, cancelled or expired | (107,218) | (22,964) | ||
Number of Options, Outstanding, Ending | 859,616 | 312,689 | ||
Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Granted | 559,347 | 314,403 | [1] | |
Vesting Term, Granted | 3 years | |||
Contractual Term, Granted | 10 years | 10 years | [1] | |
Grant Date Fair Value | $ 1,151,495 | $ 2,542,356 | [1] | |
Employees [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting Term, Granted | [1] | 1 year | ||
Employees [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting Term, Granted | [1] | 3 years | ||
Board of Directors [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Granted | 57,108 | 11,250 | ||
Vesting Term, Granted | 1 year | 1 year | ||
Contractual Term, Granted | 10 years | 10 years | ||
Grant Date Fair Value | $ 120,630 | $ 126,205 | ||
Board of Directors [Member] | Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Granted | 37,690 | 10,000 | ||
Grant Date Fair Value | $ 148,499 | $ 200,000 | ||
Vesting Term, Granted | Immediate | Immediate | ||
[1] | 3,344 1 year 14,831 311,059 3 year 2,527,525 |
SCHEDULE OF STOCK-BASED COMPE_2
SCHEDULE OF STOCK-BASED COMPENSATION OPTIONS ACTIVITY (Details) (Parenthetical) - MSGM 2021 Stock Plan [Member] - Employees [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 559,347 | 314,403 | [1] |
Vesting Term, Granted | 3 years | ||
Grant Date Fair Value | $ 1,151,495 | $ 2,542,356 | [1] |
Award 1 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 3,344 | ||
Vesting Term, Granted | 1 year | ||
Grant Date Fair Value | $ 14,831 | ||
Award 2 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 311,059 | ||
Vesting Term, Granted | 3 years | ||
Grant Date Fair Value | $ 2,527,525 | ||
[1] | 3,344 1 year 14,831 311,059 3 year 2,527,525 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 12, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense | $ 2,394,810 | |||
Unrecognized stock-based compensation recognized period | 3 years | |||
MSGM 2021 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense period | 10 years | |||
Common Class A [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Shares issued | 140,383 | |||
Stock-based compensation expense | $ 353,030 | $ 9,076,916 | ||
Common Class A [Member] | Motorsport Games [Member] | MSGM 2021 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 11, 2021 | Aug. 11, 2020 | Mar. 31, 2022 |
Other Commitment | $ 35,500,000 | ||
Payment of royalty | 3,550,000 | ||
HC2 Holdings 2 Inc and Continental General Insurance Company [Member] | |||
Shares purchased | 106,307 | ||
Percentage of outstanding shares | 26.20% | ||
Epic Games International [Member] | License Agreement [Member] | |||
License fee royalty payment | 5.00% | ||
Proceeds from royalty | $ 114,738 |
SCHEDULE OF CONCENTRATIONS (Det
SCHEDULE OF CONCENTRATIONS (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | |||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier A [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 19.00% | 39.50% | ||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier B [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 14.80% | [1] | ||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier C [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 11.30% | 18.40% | ||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 45.10% | 57.90% | ||||
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 15.30% | |||||
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 36.60% | 51.90% | ||||
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 18.20% | 35.80% | ||||
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 22.60% | 17.70% | ||||
Customer D [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 24.10% | 42.10% | ||||
Customer E [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 16.80% | [2] | ||||
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 74.40% | 77.90% | ||||
Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 76.60% | 69.60% | ||||
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 17.40% | |||||
[1] | Less than 10%. | |||||
[2] | Less than 10%. |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,321,789 | $ 2,474,132 | ||
Cost of Revenue | [1] | 2,013,806 | 781,808 | |
Gross Profit | 1,307,983 | 1,692,324 | ||
Operating Income (Loss) | (15,603,350) | (15,377,069) | ||
Depreciation, Depletion and Amortization, Nonproduction | 116,071 | 30,775 | ||
Interest Income (Expense), Net | (201,596) | (119,539) | ||
Income (Loss) from Equity Method Investments | 1,370,837 | |||
Other Nonoperating Income (Expense) | (162,099) | 40,347 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (15,967,045) | (14,085,424) | ||
Assets | 33,581,565 | $ 50,703,203 | ||
Gaming [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,958,388 | 2,450,213 | ||
Cost of Revenue | 1,404,007 | 715,116 | ||
Gross Profit | 1,554,381 | 1,735,097 | ||
Operating Income (Loss) | (15,044,421) | (15,193,260) | ||
Depreciation, Depletion and Amortization, Nonproduction | 107,483 | 30,775 | ||
Interest Income (Expense), Net | (201,596) | (119,539) | ||
Income (Loss) from Equity Method Investments | 1,370,837 | |||
Other Nonoperating Income (Expense) | (157,123) | 40,347 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (15,403,140) | (13,901,611) | ||
Assets | 31,493,831 | 47,511,471 | ||
Esports [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 363,401 | 23,919 | ||
Cost of Revenue | 609,799 | 66,692 | ||
Gross Profit | (246,398) | (42,773) | ||
Operating Income (Loss) | (558,929) | (183,809) | ||
Depreciation, Depletion and Amortization, Nonproduction | 8,588 | |||
Interest Income (Expense), Net | ||||
Income (Loss) from Equity Method Investments | ||||
Other Nonoperating Income (Expense) | (4,976) | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (563,905) | $ (183,813) | ||
Assets | $ 2,087,734 | $ 3,191,732 | ||
[1] | Includes related party costs of $ 6,228 0 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Apr. 22, 2022 | Apr. 12, 2022 |
Settlement Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Payment for cliams settlement | $ 325,000 | |
Letter Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Secured payments | $ 3,200,000 | |
Debt Instrument, Description | Pursuant to the Amendment, the deferred installment amount due to be paid under the SPA by the Company on the first anniversary of closing was reduced from $3,200,000 to $1,000,000, with the remaining $2,200,000 further deferred and to be paid within 90 days of the date that the Company makes such $1,000,000 payment. Further, pursuant to the Amendment, secured obligations under the deed of pledge were correspondingly reduced from $3,200,000 to $2,200,000 following the finalization of an amendment to the deed of pledge on May 12, 2022. | |
Repayments of Debt | $ 1,000,000 |