Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839360 | |
Entity Registrant Name | FAZE HOLDINGS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2081659 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Address, Address Line One | 720 N. Cahuenga Blvd. | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90038 | |
City Area Code | 818 | |
Local Phone Number | 688-6373 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | FAZE | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,506,849 | |
Entity File Number | 001-40083 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock | |
Trading Symbol | FAZEW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 43,872 | $ 17,018 |
Accounts receivable, net | 18,792 | 6,266 |
Contract assets | 2,959 | 4,118 |
Inventory | 0 | 6 |
Content asset, net | 0 | 474 |
Prepaid expenses | 8,833 | 944 |
Others assets | 1,795 | 5,246 |
Total Current Assets | 76,251 | 34,072 |
Restricted cash | 600 | 600 |
Property, equipment and leasehold improvements, net | 3,925 | 925 |
Intangible assets, net | 947 | 738 |
Other long-term assets | 679 | 733 |
TOTAL ASSETS | 82,402 | 37,068 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,311 | 28,381 |
Short-term debt | 0 | 3,148 |
Contract liabilities | 10,099 | 7,902 |
Other current liabilities | 0 | 7 |
Total Current Liabilities | 21,410 | 39,438 |
Long-term debt, net of discounts (Note 7) | 0 | 70,854 |
Warrant liabilities | 95 | 0 |
Other long-term liabilities | 36 | |
Total Liabilities | 21,541 | 110,292 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
MEZZANINE EQUITY: | ||
Series A preferred stock, $0.00001 par value; 3,545,529 shares of Legacy FaZe preferred stock authorized at December 31, 2021; 3,237,800 shares of Legacy FaZe preferred stock issued and outstanding at December 31, 2021 | 0 | 33,705 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares of the Company's preferred stock authorized at September 30, 2022; zero share of the Company's preferred stock issued and outstanding at September 30, 2022 | 0 | 0 |
Common stock, $0.0001 par value at September 30, 2022 and December 31, 2021, respectively; 500,000,000 and 71,033,146 shares of common stock authorized at September 30, 2022 and December 31, 2021, respectively; 70,258,004 and 18,841,538 shares of common stock issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 7 | 2 |
Additional paid-in capital | 322,724 | 5,477 |
Accumulated deficit | (261,870) | (112,408) |
Total Stockholders' Deficit | 60,861 | (106,929) |
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT | $ 82,402 | $ 37,068 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.00001 |
Preferred stock, shares authorized | 1,000,000 | 3,545,529 |
Preferred stock, shares issued | 0 | 3,237,800 |
Preferred stock, shares outstanding | 0 | 3,237,800 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 71,033,146 |
Common stock, shares issued | 70,258,004 | 18,841,538 |
Common stock, shares outstanding | 70,258,004 | 18,841,538 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 14,012 | $ 12,493 | $ 48,621 | $ 37,756 |
Cost of revenues | 10,470 | 11,403 | 34,647 | 32,278 |
Gross profit | 3,542 | 1,090 | 13,974 | 5,478 |
Operating expenses: | ||||
General and administrative | 16,928 | 8,408 | 39,025 | 22,720 |
Sales and marketing | 1,479 | 1,109 | 3,557 | 2,470 |
Impairment of content assets | 0 | 0 | 1,073 | 0 |
Loss from operations | (14,865) | (8,427) | (29,681) | (19,712) |
Other (income)/expense: | ||||
Interest expense, net | 459 | 1,517 | 4,491 | 3,635 |
Change in fair value of warrant liabilities | (19) | 0 | (19) | 0 |
Loss on debt extinguishment | 115,292 | 0 | 115,292 | 0 |
Other, net | 1 | 11 | 17 | (56) |
Total other (income)/expense: | 115,733 | 1,528 | 119,781 | 3,579 |
Net loss | $ (130,598) | $ (9,955) | $ (149,462) | $ (23,291) |
Basic and diluted net loss per share (in Dollars per share) | $ (2.39) | $ (0.5) | $ (4.65) | $ (1.24) |
Basic and diluted weighted average shares outstanding (in Shares) | 54,590,538 | 19,949,557 | 32,144,653 | 18,757,552 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Conversion of preferred stock to FaZe common stock [Member] | Previously Reported [Member] | Common Stock | Common Stock Conversion of preferred stock to FaZe common stock [Member] | Common Stock Conversion of B Riley Class B stock to FaZe common stock [Member] | Common Stock Previously Reported [Member] | Common Stock Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital | Additional Paid-in Capital Conversion of preferred stock to FaZe common stock [Member] | Additional Paid-in Capital Previously Reported [Member] | Additional Paid-in Capital Revision of Prior Period, Adjustment [Member] | Accumulated Deficit | Accumulated Deficit Previously Reported [Member] |
Balance at Dec. 31, 2020 | $ (72,456) | $ (72,456) | $ 2 | $ 2 | $ 3,084 | $ 3,086 | $ (2) | $ (75,542) | $ (75,542) | |||||
Balance (in Shares) at Dec. 31, 2020 | 16,470,897 | 7,397,055 | 9,073,842 | |||||||||||
Exercise of stock option | 33 | 33 | ||||||||||||
Exercise of stock option (in Shares) | 85,819 | |||||||||||||
Issuance of common stock | 720 | 720 | ||||||||||||
Issuance of common stock (in Shares) | 2,226,683 | |||||||||||||
Issuance of restricted stock awards | 2 | 2 | ||||||||||||
Issuance of common stock options and stock option reprice ( Share ) | 0 | |||||||||||||
Issuance of common stock options and stock option reprice ( Value ) | 653 | 653 | ||||||||||||
Net loss | (23,291) | (23,291) | ||||||||||||
Balance at Sep. 30, 2021 | (94,339) | $ 2 | 4,492 | (98,833) | ||||||||||
Balance (in Shares) at Sep. 30, 2021 | 18,783,399 | |||||||||||||
Balance at Jun. 30, 2021 | (85,792) | (85,792) | $ 2 | $ 2 | 3,084 | 3,086 | (2) | (88,878) | (88,878) | |||||
Balance (in Shares) at Jun. 30, 2021 | 16,470,897 | 7,397,055 | 9,073,842 | |||||||||||
Exercise of stock option | 33 | 33 | ||||||||||||
Exercise of stock option (in Shares) | 85,819 | |||||||||||||
Issuance of common stock | 720 | 720 | ||||||||||||
Issuance of common stock (in Shares) | 2,226,683 | |||||||||||||
Issuance of restricted stock awards | 2 | 2 | ||||||||||||
Issuance of common stock options and stock option reprice ( Share ) | 0 | |||||||||||||
Issuance of common stock options and stock option reprice ( Value ) | 653 | 653 | ||||||||||||
Net loss | (9,955) | (9,955) | ||||||||||||
Balance at Sep. 30, 2021 | (94,339) | $ 2 | 4,492 | (98,833) | ||||||||||
Balance (in Shares) at Sep. 30, 2021 | 18,783,399 | |||||||||||||
Balance at Dec. 31, 2021 | (106,929) | (106,929) | $ 2 | $ 2 | 5,477 | 5,479 | (2) | (112,408) | (112,408) | |||||
Balance (in Shares) at Dec. 31, 2021 | 18,841,538 | 8,461,706 | 10,379,832 | |||||||||||
Issuance of common stock upon vesting of restricted stock awards | ||||||||||||||
Issuance of common stock upon vesting of restricted stock awards (in Shares) | 212,767 | |||||||||||||
Exercise of stock option | 220 | 220 | ||||||||||||
Exercise of stock option (in Shares) | 576,425 | |||||||||||||
Adjustment To Additional Paid In Capital Share Based Compensation Requisite Service Period Recognition Value | 5,205 | 5,205 | ||||||||||||
Stock Issued During Period Shares Issued In Connection With Litigation Settlement | 28,994 | |||||||||||||
Stock Issued During Period Value Issued In Connection With Litigation Settlement | 294 | 294 | ||||||||||||
Exercise of common and preferred warrants (in Shares) | 2,332,117 | |||||||||||||
Exercise of common and preferred warrants | 101 | 101 | ||||||||||||
Conversion of Stock, Amount Issued | $ 33,705 | $ 1 | $ 33,704 | |||||||||||
Conversion of Stock, Shares Issued | 7,209,555 | 4,832,500 | ||||||||||||
Conversion of convertible debt to FaZe common stock | 195,117 | $ 2 | 195,115 | |||||||||||
Conversion of convertible debt to FaZe common stock (Shares) | 19,545,406 | |||||||||||||
Issuance of earn-out shares | 0 | $ 1 | (1) | |||||||||||
Issuance of earn-out shares (Shares) | 5,312,098 | |||||||||||||
Recapitalization transaction, net of equity issuance costs (in Shares) | 1,366,604 | |||||||||||||
Recapitalization transaction, net of equity issuance costs | (17,390) | $ 0 | (17,390) | |||||||||||
Proceeds from PIPE offerings | 100,000 | $ 1 | 99,999 | |||||||||||
Proceeds from PIPE offerings (in Shares) | 10,000,000 | |||||||||||||
Net loss | (149,462) | (149,462) | ||||||||||||
Balance at Sep. 30, 2022 | 60,861 | $ 7 | 322,724 | (261,870) | ||||||||||
Balance (in Shares) at Sep. 30, 2022 | 70,258,004 | |||||||||||||
Balance at Jun. 30, 2022 | (122,740) | $ (122,740) | $ 2 | $ 2 | 8,530 | $ 8,532 | $ (2) | (131,272) | $ (131,272) | |||||
Balance (in Shares) at Jun. 30, 2022 | 19,177,956 | 8,612,791 | 10,565,165 | |||||||||||
Issuance of common stock upon vesting of restricted stock awards (in Shares) | 167,806 | |||||||||||||
Exercise of stock option | 120 | 120 | ||||||||||||
Exercise of stock option (in Shares) | 313,962 | |||||||||||||
Exercise of common and preferred warrants (in Shares) | 2,332,117 | |||||||||||||
Exercise of common and preferred warrants | 101 | 101 | ||||||||||||
Issuance of common stock options and stock option reprice ( Value ) | 2,546 | 2,546 | ||||||||||||
Conversion of Stock, Amount Issued | $ 33,705 | $ 1 | $ 33,704 | |||||||||||
Conversion of Stock, Shares Issued | 7,209,555 | 4,832,500 | ||||||||||||
Conversion of convertible debt to FaZe common stock | 195,117 | $ 2 | 195,115 | |||||||||||
Conversion of convertible debt to FaZe common stock (Shares) | 19,545,406 | |||||||||||||
Issuance of earn-out shares | 0 | $ 1 | (1) | |||||||||||
Issuance of earn-out shares (Shares) | 5,312,098 | |||||||||||||
Recapitalization transaction, net of equity issuance costs (in Shares) | 1,366,604 | |||||||||||||
Recapitalization transaction, net of equity issuance costs | (17,390) | $ 0 | (17,390) | |||||||||||
Proceeds from PIPE offerings | 100,000 | $ 1 | 99,999 | |||||||||||
Proceeds from PIPE offerings (in Shares) | 10,000,000 | |||||||||||||
Net loss | (130,598) | (130,598) | ||||||||||||
Balance at Sep. 30, 2022 | $ 60,861 | $ 7 | $ 322,724 | $ (261,870) | ||||||||||
Balance (in Shares) at Sep. 30, 2022 | 70,258,004 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (149,462) | $ (23,291) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense (recovery) | 378 | (26) |
Additions to content asset | (599) | 0 |
Depreciation & amortization expense | 1,230 | 675 |
Content asset impairment | 1,073 | 0 |
Stock-based compensation expense | 4,996 | 655 |
Fair Value Adjustment of Warrants | (19) | |
Non-cash interest expense | 4,491 | 3,635 |
Loss on debt extinguishment | 115,292 | |
Other | (37) | (73) |
Changes in operation assets and liabilities: | ||
Accounts receivable and contract assets | (11,742) | (3,784) |
Inventory | 6 | 48 |
Prepaid expenses and other assets | (6,127) | (260) |
Accounts payable and accrued expenses | (9,728) | (1,789) |
Contract liabilities | 2,197 | 3,053 |
Other current liabilities | (7) | (50) |
Increase Decrease In Short Term Debt | (420) | |
Other long-term liabilities | 36 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (48,442) | (21,207) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (3,804) | (305) |
Purchase of intangible assets | (607) | (314) |
Issuance of note receivable | 0 | (123) |
NET CASH USED IN INVESTING ACTIVITIES | (4,411) | (742) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of loan principal | (21,123) | (385) |
Proceeds from issuance of term loan | 20,000 | 0 |
Proceeds from issuance of convertible debt | 0 | 35,675 |
Issuance of common stock in connection with exercise of stock options | 220 | 0 |
Payments of transaction fees by Legacy FaZe | (25,146) | 0 |
Proceeds from recapitalization of B. Riley 150, net of B. Riley 150 redemptions and transaction costs | 5,655 | 0 |
Proceeds from PIPE offering | 100,000 | 0 |
Proceeds from conversion of preferred and common warrants | 101 | 0 |
Payment of debt issuance costs | 0 | (254) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 79,707 | 35,036 |
NET CHANGE IN CASH AND RESTRICTED CASH | 26,854 | 13,087 |
Cash and restricted cash at beginning of period | 17,618 | 4,431 |
CASH AND RESTRICTED CASH AT END OF PERIOD | 44,472 | 17,518 |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS | ||
Cash | 43,872 | 16,918 |
Restricted cash | 600 | 600 |
Cash and restricted cash | 44,472 | 17,518 |
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES: | ||
Cash paid for interest | 3,027 | 0 |
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capitalization of deferred transaction costs included in accounts payable | 0 | 1,764 |
Issuance of common stock in connection with litigation settlement | 294 | 720 |
Purchase of property, plant and equipment in accrued expenses | 28 | 0 |
Issuance of common stock in connection with exercise of stock options prior to receipt of cash | 0 | 33 |
Conversion of convertible notes and accrued interest into common stock under original contractual terms | 17,551 | 0 |
Conversion of redeemable convertible preferred stock to common stock pursuant to Business Combination | $ 33,705 | $ 0 |
Description of The Business
Description of The Business | 9 Months Ended |
Sep. 30, 2022 | |
Description of The Business [Line Items] | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS FaZe Holdings Inc. (“FaZe” or the “Company”), is a lifestyle and media platform rooted in gaming and youth culture. The Company’s premium brand, talent network, and large audience can be monetized across a variety of products and services. On July 19, 2022 (the “Closing Date”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 24, 2021 (as amended in December 2021 and March 2022), by and among B. Riley 150 Merger Corp. (“B. Riley 150”), a special purpose acquisition company, and BRPM Merger Sub, Inc., a directly wholly owned subsidiary of B. Riley 150 (“Merger Sub”) and FaZe Clan, Inc. (“Legacy FaZe”), the parties consummated the merger of Merger Sub with and into Legacy FaZe, with Legacy FaZe continuing as the surviving corporation (the “Merger”), as well as the other transactions contemplated by the Merger Agreement (the Merger and such other transactions, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), Legacy FaZe became a wholly owned subsidiary of B. Riley 150, which changed its name to “FaZe Holdings Inc.” The Merger is further described in Note 3, Business Combination. Legacy FaZe determined that it was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations. The Merger was accounted for as a reverse recapitalization, in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, B. Riley 150 was treated as the acquired company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy FaZe issuing stock for the net assets of B. Riley 150, accompanied by a recapitalization. The net assets of B. Riley 150 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy FaZe. In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock issued to Legacy FaZe’s common stockholders in connection with the Business Combination. As a result, these financial statements represent the continuation of Legacy FaZe and the historical shareholders’ deficit. Common stock, preferred stock and loss per share of Legacy FaZe prior to the Business Combination have been retrospectively adjusted for the Business Combination using an exchange ratio of 2.2267 (“Equity Value Exchange Ratio”). The accumulated deficit of Legacy FaZe has been carried forward after the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the ASC, and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Unaudited Interim Condensed Consolidated Financial Information The accompanying Condensed Consolidated Balance Sheet as of September 30, 2022, Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2022 and 2021, Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 and Condensed Consolidated Statements of Stockholders’ Deficit for the three months and nine months ended September 30, 2022 and 2021 are unaudited. The financial data and other information contained in the notes thereto as of and for the three months and nine months ended September 30, 2022, and 2021 are also unaudited. The Consolidated Balance Sheet as of December 31, 2021 was derived from the Company’s audited consolidated financial statements incorporated by reference in the Company’s Form S-1/A, The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2022, the results of its operations for the three months and nine months ended September 30, 2022 and 2021, and its cash flows for the nine months ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, and the notes thereto. The results for the three months and nine months ended September 30, 2022, are not necessarily indicative of results to be expected for the year ended December 31, 2022, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation conformity COVID-19 Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the reported results of operations. Contract assets and accounts receivable have been consolidated into accounts receivable and contract assets on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021. In addition, prepaid expenses has been reclassified out of prepaid expenses and other assets, with prepaid expenses and other assets presented as separate line items on the Consolidated Balance Sheet as of December 31, 2021. COVID-19 The continuing presence of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content consist of development and production costs. These costs are capitalized as “Content Asset, net” on the Condensed Consolidated Balance Sheets. Each title is predominantly monetized on its own. At the specific title level, the Company tests the content asset for impairment when events and circumstances indicate that its fair value may be less than its unamortized cost. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. In April 2022, the Company performed an evaluation of its content asset and determined that the underlying programming of the content asset will not be released. In addition, the Company determined that the content asset has no further utility. Accordingly, the Company recorded an impairment loss of $1.1 million to write off the entire carrying value of content asset. As such, the Company has no content asset balance as of September 30, 2022. Content asset balance as of September 30, 2021 was 0.2 million. The Company’s policy is to amortize the content asset once the content airs. Given that the content was fully written off prior to airing, no amortization expense was recorded for the three and nine months ended September 30, 2022. The Company does not own any purchased or licensed programming content. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, the Company adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”) did not have a material impact to the Company’s condensed consolidated financial statements and there were no material differences between the Company’s adoption of ASC 606 and its historic accounting under ASC Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company’s transfer of a promised product or service to the Company’s customer and payment for that product or service will be one year or less. The Company generally records a receivable related to revenue when the Company has an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including management’s estimate of variable consideration that has been included in the transaction price exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the three months and nine months ended September 30, 2022, and 2021, no impairment was recorded from contract assets. The Company’s allowances for doubtful accounts are typically immaterial and, if required, are based on management’s best estimate of expected credit losses inherent in the Company’s accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying the Company’s performance obligations, even if amounts are refundable. Contract liabilities recorded at September 30, 2022, and December 31, 2021, represent the Company’s accounting for the timing difference between when the customer is billed or funds are received and when the performance obligation is satisfied. During the nine months ended September 30, 2022 and 2021, the Company recognized $7.8 million and $0.8 million as revenue that was relating to the contract liability balance as of January 1, 2022 and 2021, respectively. The following table disaggregates the Company’s revenue by major type for the three months ended (in thousands) Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Brand sponsorships $ 7,072 $ 6,385 $ 28,054 $ 17,080 Content 4,098 3,413 10,641 13,826 Consumer products 471 1,769 2,328 4,001 Esports 2,322 837 7,285 2,651 Other 49 89 313 198 Total revenue $ 14,012 $ 12,493 $ 48,621 $ 37,756 The section below describes the Company’s revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including but not limited to online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise, and special appearances of members of the Company’s talent roster. The Company’s brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, management has determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which the Company monetizes through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to the Company monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. The Company grants exclusive licenses to customers for certain content produced by the Company’s talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined Principal Versus Agent Considerations A significant amount of the Company’s brand sponsorship and content revenues are generated from the Company’s talent, who are under exclusive, multi-year contracts. The Company’s talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. Management has evaluated the terms of the Company’s brand sponsorship and content agreements and has concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to the Company’s talent are recorded as cost of revenues. The Company owns the brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with the Company, the talent grants the Company an exclusive perpetual license to the content, and the Company grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation, or the business of the Company, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of the Company’s consumer products on the Company’s website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third-party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. The Company has outsourced the design, manufacturing, fulfillment, distribution, and sale of the Company’s consumer products to a third party in exchange for royalties based on the amount of revenue generated. Management evaluated the terms of the agreement to determine whether the Company’s consumer products revenues should be reported gross or net of royalties paid. Key indicators that management evaluated in determining whether the Company is the principal in the sale (gross reporting) or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on management’s evaluation of the above indicators, the Company reports consumer products revenues on a gross basis. Esports League Participation Player Transfer Fees Licensing of Intellectual Property Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of September 30, 2022 were not material. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. Warrants that meet the definition of a derivative financial instrument and the equity scope exception in ASC 815-10-15-74(a) Equity re-assessed Private Placement Warrants and Recurring Fair Value Measurements Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation – Stock Compensation, which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards. Legacy FaZe has issued stock options before there was an active market for the Company’s common stock. The Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes model. The fair value is expensed over the requisite service periods of the awards (usually one to four years), in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a change in control event). As there was no public market for its common stock at the time of the stock option grant, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. As the Company’s stock is now publicly traded after the Business Combination, the fair value of the Company’s stock and the volatility is readily available. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares before the Business Combination, expected term, and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 Level 2 Level 3 The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable, approximate fair value due to their short-term nature. The Company’s private placement warrants (the “Private Placement Warrants”) are accounted for as liabilities in accordance with ASC 815-40 See Note 6, Private Placement Warrants and Recurring Fair Value Measurements, Loss Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted average shares of the Company’s common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted-average shares of the Company’s common stock outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share. As the Company has incurred losses in all periods presented, all potentially dilutive securities are antidilutive. See Note 12, Loss Per Share, Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of September 30, 2022 and December 31, 2021, the Company did not have material assets located outside of the United States. For the three months and nine months ended September 30, 2022, the Company had $1.8 million and $4.0 million of revenue, respectively, earned outside of the United States. The Company earned no material revenue outside of the United States for three months and nine months ended September 30, 2021. Revisions to Previously Issued Financial Statements As previously disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, Legacy FaZe identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the nine months ended September 30, 2021, Legacy FaZe recorded $0.8 million in customer discounts and $0.3 million in customer returns. Legacy FaZe had accounted for these as Cost of revenues, as opposed to as a reduction to Revenues. Legacy FaZe assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality 250-10, Accounting Changes and Error Corrections The following tables set forth the effects of the revisions on the affected line items within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021: Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Revenues $ 38,808 $ (1,052 ) $ 37,756 Cost of revenues 33,330 (1,052 ) 32,278 Gross profit $ 5,478 $ — $ 5,478 The following tables set forth the effects of the revisions on the affected line items within Note 2, Summary of Significant Accounting Policies Revenue Recognition and Contract Balances Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Brand sponsorships $ 17,080 $ — $ 17,080 Content 13,826 — 13,826 Consumer products 5,053 (1,052 ) 4,001 Esports 2,651 — 2,651 Other 198 — 198 Total revenue $ 38,808 $ (1,052 ) $ 37,756 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Debt In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), 815-40): 2021-04 statements. Accounting Pronouncements Not Yet Adopted As an emerging growth company, the 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 elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): 2019-12 |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 9 Months Ended |
Sep. 30, 2022 | |
Property, Equipment and Leasehold Improvements [Line Items] | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | 4. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements as of September 30, 2022 and December 31, 2021 consisted of the following: (in thousands) September 30, December 31, 2022 2021 Furniture / Fixtures $ 743 $ 159 Computer equipment 3,588 708 Vehicles 106 106 Leasehold improvements 663 731 Subtotal 5,100 1,704 Less accumulated depreciation (1,175 ) (779 ) Property, equipment and leasehold improvements, net $ 3,925 $ 925 Depreciation expense totaled $0.3 million and $0.8 million for the three months and nine months ended September 30, 2022, respectively, and $0.2 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. During the three months and nine months ended September 30, 2022, the Company disposed of certain leasehold improvements that were fully depreciated at the time of disposal, and there was no gain or loss on disposal. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Business Combination | 3. BUSINESS COMBINATION As discussed in Note 1, Description of the Business • Redemption of 15,883,395 shares of B. Riley 150 public shares that occurred subsequent to B. Riley 150 stockholders exercising their right to redeem public shares for their pro rata share of the trust account; • 10,000,000 shares of the Company’s common stock at a purchase price of $10.00 per share were sold and issued for an aggregate purchase price of $100.0 million pursuant to the subscription agreements entered in connection with the PIPE investment, including purchases made by the Company PIPE investor, sponsor related PIPE investors, and third-party investors, and inclusive of shares issued to the sponsor pursuant to the backstop commitment under the sponsor support agreement, representing the portion of the PIPE investment not purchased by third-party investors; • 525,782 shares of Legacy FaZe’s options to its executives, 1,450,914 shares of Legacy FaZe options, representing 75% of the unvested Legacy FaZe’s options outstanding under its existing incentive plans that remain unvested as of the effective time were vested; • 42,441 shares of the Company’s restricted stock awards were vested at the Closing, pursuant to existing contractual terms. In addition, 923,886 shares of the Company’s restricted stock awards will vest 90 days after the Closing, pursuant to amendments to certain restricted stock awards entered prior to the Closing; • 1,047,623 shares of Legacy FaZe’s warrants (including 292,790 shares of preferred stock warrants and 754,833 shares of common stock warrants) were exercised into Legacy FaZe’s common stock and preferred stock, respectively; • 3,237,800 shares of Legacy FaZe’s preferred stock were converted into Legacy FaZe common stock on a one-to-one • $72.9 million of Legacy FaZe’s convertible debt (including 2021 Cox Convertible Promissory Notes, 2021 Convertible Promissory Notes, 2020 Secured Convertible Note Purchase Agreements and Secured Convertible Promissory Notes, and 2020 Convertible Promissory Notes) were converted into Legacy FaZe common stock, with $6.9 million accrued interest converted into the common stock, and $2.6 million accrued interest settled in cash; • All 22,902,063 shares of issued and outstanding Legacy FaZe’s common stock (including shares of its common stock issued pursuant to the exercise of common stock and preferred stock purchase warrants and the conversion of its convertible debts and the preferred stocks) were surrendered and exchanged into 50,995,637 shares of the Company’s common stock calculated using the Equity Value Exchange Ratio; • The Company entered into earn-out Equity • The Company assumed public and private placement warrants from B. Riley 150. Refer to Note 8, Equity Private Placement Warrants and Recurring Fair Value Measurements As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities: • 70,132,639 shares of common stock, with a par value of $0.0001 per share. • 5,923,333 warrants, consisting of 5,750,000 Public Warrants and 173,333 Private Placement Warrants. As a result of the Business Combination, Legacy FaZe received net cash consideration of $57.8 million. Legacy FaZe and B. Riley 150 incurred costs that were considered direct and incremental costs associated with the transaction. These costs amounted to $25.9 million and were treated as a reduction of additional paid-in Cash flows provided to or paid by Legacy FaZe or the Company in connection with the Business Combination are included in the Company’s Condensed Consolidated Statements of Cash Flows as financing activities. |
Intangibles Assets
Intangibles Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangibles Assets [Line Items] | |
INTANGIBLES ASSETS | 5. INTANGIBLE ASSETS Intangible assets as of September 30, 2022 and December 31, 2021 consisted of the following: (in thousands) As of September 30, 2022 Useful Life Gross Carrying Accumulated Amortization Net Carrying Value Website development 3 years $ 332 $ 145 $ 187 Talent acquisition 2 – 3 years 1,237 477 760 Intangible assets, net $ 1,569 $ 622 $ 947 (in thousands) As of December 31, 2021 Useful Life Gross Carrying Accumulated Amortization Net Carrying Value Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 – 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 Amortization expense totaled $0.2 million and $0.4 million for the three months and nine months ended September 30, 2022, respectively, and $0.1 million and $0.4 million for the three months and nine months ended September 30, 2021, respectively. The following table presents the estimated future amortization of intangible assets: Years ending December 31, (in thousands) 2022 (remainder) $ 155 2023 456 2024 311 2025 25 Total future amortization of amortizable intangible assets $ 947 During the nine months ended September 30, 2022, the Company removed $0.9 million of intangible assets, that were fully amortized from intangible assets and accumulated amortization, and there was no gain or loss on the removal. The Company did not have any fully amortized intangible assets as of September 30, 2022. |
Private Placement Warrants And
Private Placement Warrants And Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants Recurring And Fair Value Measurements [Abstract] | |
PRIVATE PLACEMENT WARRANTS AND RECURRING FAIR VALUE MEASUREMENTS | 6. PRIVATE PLACEMENT WARRANTS AND RECURRING FAIR VALUE MEASUREMENTS Warrant Liability Prior to the Business Combination, B. Riley 150 issued 173,333 Private Placement Warrants with an exercise price of $11.50 per share. The Private Placement Warrants are identical to the Public Warrants, as described in Note 8, Equity A Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The change in fair value of warrants is recognized as part of change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, discount rate and dividend yield. The Company estimates the volatility of its common stock based on a binomial lattice model using the stock price and the price of the Public Warrants as of the valuation date, risk-free interest rate, and the expected life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon n at . The key inputs into the Black-Scholes model in determining the fair value of the Private Placement Warrants were as follows at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Risk-free interest rate 4.1 % 1.3 % Expected term (years) 4.8 5.5 Expected volatility 5.1 % 18.5 % Exercise price $ 11.50 $ 11.50 Dividend yield 0 0 The following table presents a summary of the changes in the fair value of the Private Placement Warrants liability since the Closing Date: (in thousands) Warrant liabilities at July 19, 2022 $ 114 Change in fair value of warrant liabilities (19 ) Warrant liabilities at September 30, 2022 $ 95 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2021, no assets and liabilities were measured at fair value on a recurring basis. (in thousands) September 30, Quoted Prices in Significant Other Significant Other Liabilities: Private Placement Warrants $ 95 $ — $ — $ 95 Total $ 95 $ — $ — $ 95 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Line Items] | |
DEBT | 7. DEBT As of September 30, 2022, there is no debt outstanding as all outstanding debts have been paid off or converted into Legacy FaZe common stock and eventually to Company common stock as a result of the Business Combination. Debt as of December 31, 2021 consisted of the following: 2021 Convertible Promissory Notes As of December 31, 2021 (in thousands) Unpaid Unamortized Net Carrying Principal Short-term Long-term Issuance Costs Value 2021 Cox Convertible Promissory Note $ 15,000 $ — $ 15,000 $ — $ 15,000 2021 Convertible Promissory Notes 675 — 675 — 675 2020 Secured Convertible Promissory Note 55,000 — 55,000 (358 ) 54,642 2020 Convertible Promissory Notes 2,525 2,025 500 — 2,525 2020 PPP Loan 1,123 1,123 — — 1,123 Other loans 37 — 37 — 37 Total principal amount outstanding $ 74,360 $ 3,148 $ 71,212 $ (358 ) $ 74,002 2021 Cox Convertible Promissory Notes In August 2021, Legacy FaZe entered into an agreement with Cox Investment Holdings, Inc. (“Cox”) to which the Legacy FaZe sold convertible promissory notes totaling $10.0 million. The maturity date is the earliest of (a) December 15, 2023, (b) the consummation of an initial public offering, (c) the merger of Legacy FaZe with another entity, (d) a transaction pursuant to which more than 50% of Legacy FaZe’s equity securities come to be owned by an unrelated third party, (e) a sale of all or substantially all of the assets of Legacy FaZe, or (f) the consummation of a private round of equity financing resulting in aggregate gross proceeds to Legacy FaZe of at least $15.0 million (“Cox Qualified Financing”). In addition, Cox exercised its right to purchase an additional $5.0 million in Cox Convertible Promissory Notes in October 2021. The convertible promissory notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock most recently sold in a Cox Qualified Financing consummated prior to such time. The conversion price is equal to the lesser of (a) the imputed pre-money as-exercised, as-converted, The 2021 Cox Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 10.00% per annum and are secured against substantially all assets of Legacy FaZe. Legacy FaZe evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. As a result of the Business Combination, on the Closing Date, $15.0 million of Legacy FaZe’s 2021 Cox Convertible Promissory Notes with $1.3 million accrued interest were converted into 3,096,908 shares of the Company’s common stock pursuant to original contractual terms and derecognized at the carrying amount of the debt. In June and August 2021, Legacy FaZe entered into Convertible Promissory Note agreements with accredited investors pursuant to which Legacy FaZe sold Promissory Notes totaling $0.7 million. For each note issued, the maturity date is the second anniversary of the date of the Purchase Agreement. The conversion price is equal to 90% of the price per share sold in a preferred stock financing, provided the price is subject to adjustment in the event Legacy FaZe’s enterprise value is greater than $250.0 million on that date. The 2021 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any senior indebtedness of Legacy FaZe. Legacy FaZe evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. As a result of the Business Combination, on the Closing Date, $0.7 million of Legacy FaZe’s 2021 Convertible Promissory Notes with $26,770 accrued interest were converted into 133,276 shares of the Company’s common stock pursuant to original contractual terms and derecognized at the carrying amount of the debt. 2020 Secured Convertible Note Purchase Agreements and Secured Convertible Promissory Notes In December 2020, Legacy FaZe entered into a Secured Convertible Note Purchase Agreement as amended on February 22, 2021, April 23, 2021, and August 16, 2021 (together, the “Purchase Agreement”) with CPH Phase II SPV L.P. and CPH Phase III SVP L.P., accredited investors, (collectively referred to as “CPH Noteholders”) pursuant to which Legacy FaZe agreed to sell Secured Convertible Promissory Notes (the “CPH Notes”), for a total of up to $91.7 million, to the investors. Legacy FaZe issued Secured Convertible Promissory Notes to the investors for a total of $55.0 million. In October 2021, Legacy FaZe entered into an agreement with the CPH Noteholders, for the settlement of the accrued interest on the CPH Notes and the settlement of the purchaser’s right, but not obligation, to purchase additional CPH Notes from Legacy FaZe for up to $36.7 million expiring in June 2022 (“CPH Right”). The CPH Right has an anti-dilution feature and survives beyond a change-in-control For each note issued under the Purchase Agreement, the maturity date is the earlier of December 15, 2023 of either (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of Legacy FaZe’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of Legacy FaZe (a “Liquidity Event”). The CPH Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021 that result in gross proceeds of at least $15.0 million (a “CPH Qualified Financing”). The conversion price is equal to the imputed pre-money as-exercised, as-converted, Legacy FaZe may prepay the CPH Notes in whole or in part at any time without penalty, provided the investor has the right to utilize the proceeds to purchase the Conversion Shares at the conversion price prior to the maturity date. The CPH Notes bear interest at 10.00% per annum and are secured against substantially all assets of Legacy FaZe. Legacy FaZe evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. As a result of the Business Combination, on the Closing Date, $54.7 million of Legacy FaZe’s 2020 Secured Convertible Note Purchase Agreements and Secured Convertible Promissory Notes, with $5.3 million accrued interest, were converted into 15,769,002 shares of the Company’s common stock. In addition, $2.6 million of accrued interest was settled by cash. Upon the conversion of such debts under the Merger Agreement terms, approximately $112.9 million of loss on debt extinguishment was recognized in the three months and nine months period ended September 30, 2022. 2020 Convertible Promissory Notes In March — June 2020, Legacy FaZe entered into Convertible Promissory Note agreements with accredited investors pursuant to which Legacy FaZe sold Convertible Promissory Notes totaling $2.5 million. Subsequent to the execution of the Merger Agreement, in November and December 2021, Legacy FaZe entered into consent letters with each of the 2020 Convertible Promissory Note Holders wherein each note was converted into a number of shares of Legacy FaZe’s common stock immediately prior to the Merger. The conversion price was equal to $250.0 million or $200.0 million divided by the total number of shares of capital stock of Legacy FaZe issued and outstanding, calculated on an as-exercised, as-converted, The 2020 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any senior indebtedness of Legacy FaZe. Legacy FaZe evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. As a result of the Business Combination, on the Closing Date, $2.5 million of Legacy FaZe’s 2020 Convertible Promissory Notes, with $0.2 million accrued interest, were converted into 546,220 shares of the Company’s common stock. Upon the conversion of such debts under the Merger Agreement terms, approximately $2.4 million of loss on debt extinguishment was recognized in the three months and nine months period ended September 30, 2022. 2022 B. Riley Term Loan In March 2022, Legacy FaZe entered into a Bridge Loan Agreement with B. Riley Commercial Capital, LLC (“B. Riley Lender”), an affiliate of B. Riley 150, pursuant to which Legacy FaZe received a term loan in the amount of $10.0 million in a single advance (“Initial Term Loan”). Upon receipt of a borrowing notice from Legacy FaZe to B. Riley Lender in April 2022, B. Riley Lender issued Legacy FaZe a second advance of $10.0 million (“Final Term Loan”). The maturity date is the Closing Date of the Merger Agreement. The 2022 B. Riley Term Loan accrues interest at a rate of 7.00% per annum, compounded quarterly, with such interest accrued on the last business day of each calendar quarter, and shall be paid in cash on the maturity date and is secured against substantially all assets of Legacy FaZe. As a result of the Business Combination, on the Closing Date, the Company paid the $20.0 million 2022 B. Riley Term Loan and $0.4 million of accrued interest with the proceeds of the Merger. 2020 Paycheck Protection Program Loan In May 2020, Legacy FaZe entered into a Promissory Note dated May 4, 2020 (the “PPP Loan”) with Harvest Small Business Finance, LLC (“Harvest”), pursuant to which Harvest agreed to make a loan to Legacy FaZe under the Paycheck Protection Program offered by the U.S. Small Business Administration in a principal amount of $1.1 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions and similar compensation, group health care benefits and paid leaves, rent, utilities, and interest on certain other outstanding debt. Legacy FaZe is required to make principal and interest payments in monthly installments, beginning ten months after the last day of the covered period, on the balance that is not forgiven. The loan matures in May 2022 and bears interest at a rate of 1.00% per annum. As a result of the Business Combination, on the Closing Date, the Company paid the $1.1 million of outstanding PPP Loan and $24,760 of accrued interest with the proceeds of the Merger. Interest Expense Interest expense for the three months September 30, 2022 was $0.5 million, comprised of $0.5 million of contractual interest expense and $9,519 of amortization of debt issuance costs. Interest expense for the nine months ended September 30, 2022 was $4.5 million, comprised of $4.4 million of contractual interest expense and $0.1 million of amortization of debt issuance costs. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Line Items] | |
EQUITY | 8. EQUITY Prior to the Business Combination, Legacy FaZe had two classes of capital stock outstanding: common stock and preferred stock. Following the Business Combination, the Company has one class of capital stock outstanding: common stock. The following summarizes the terms of the Company’s capital stock. Preferred Stock The Company had 3,545,529 shares of Legacy FaZe preferred stock authorized for issuance with a par value of $0.00001 per share as of December 31, 2021 and prior to the Closing of the Business Combination. Pursuant to the Company’s second amended and restated certificate of incorporation, the Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001. The Company had 3,237,800 shares of Legacy FaZe’s preferred stock issued and outstanding as of December 31, 2021. As a result of the Business Combination, 3,237,800 shares of Legacy FaZe’s preferred stock outstanding as of the Closing Date were converted into shares of Legacy FaZe’s common stock on a one-to-one Common Stock The Company had 31,900,878 shares of Legacy FaZe common stock authorized for issuance with a par value of $0.00001 per share as of December 31, 2021 and prior to the Closing of the Business Combination. Pursuant to the Company’s second amended and restated certificate of incorporation, the Company is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.0001 per share. The Company had 70,258,004 of common stock and 8,461,706 shares of Legacy FaZe’s common stock issued and outstanding as of September 30, 2022 and December 31, 2021 respectively. Earn-out As a result of the Business Combination, a number of the Company’s common stock (the “Seller Earn Out”) equal to 6% of the sum of i) the total number of the Company’s common stock issued and outstanding as of immediately after the Closing and ii) the total number of shares of the Company’s common stock equal to the product of the total number of net vested company option shares calculated as of immediately prior to the Closing and the Equity Value Exchange Ratio were issued and is subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the period commencing 90 days after the Closing Date and ending five years after the Closing Date (“Earn-out • the VWAP per share of the Company’s common stock at any point during the trading hours of a trading day is equal to or greater than $12.00 for any 20 trading days within any period of 30 consecutive trading days, one-third Earn-Out • the VWAP per share of the Company’s common stock at any point during the trading hours of a trading day is equal to or greater than $14.00 for any 20 trading days within any period of 30 consecutive trading days, one-third Earn-Out • the VWAP per share of the Company’s common stock at any point during the trading hours of a trading day is equal to or greater than $16.00 for any 20 trading days within any period of 30 consecutive trading days, one-third Earn-Out • in the event of a sale during the Earn-out Earn-out Earn-out Earn-out Earn-out As a result of the Business Combination, among other things further disclosed in the Sponsor Support Agreement, the sponsors agreed that (x) an aggregate of 2,156,250 sponsor shares shall be fully vested and (y) an aggregate of 2,156,250 sponsor shares (the “Sponsor Earn-Out Earn-out The Earn-out 815-40, As of September 30, 2022, the Earn-Out Public Warrants to Acquire Common Stock Prior to the Business Combination, there were 5,750,000 Public Warrants issued and outstanding The Company may redeem the outstanding Public Warrants for $0.01 per warrant upon at least 30 days’ prior written notice of redemption given after the warrants become exercisable, if the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock dividends, sub-divisions, 30-trading The Public Warrants meet the definition of a derivative financial instrument and the equity scope exception in ASC 815-10-15-74(a) As of September 30, 2022, all 5,750,000 Public Warrants remain outstanding. |
Stock Compensation Expense
Stock Compensation Expense | 9 Months Ended |
Sep. 30, 2022 | |
Stock Compensation Expense [Line Items] | |
STOCK COMPENSATION EXPENSE | 9. STOCK COMPENSATION EXPENSE 2022 Omnibus Incentive Plan On October 24, 2021, the stockholders of the Company approved the 2022 Omnibus Incentive Plan (the “OIP”), which became effective as of the Closing Date of the Business Combination. The OIP allows grants of incentive stock options, non-statutory non-employee 2022 Employee Stock Purchase Plan On October 24, 2021, the stockholders of the Company approved the 2022 Employee Stock Purchase Plan (the “ESPP”), which became effective as of the Closing Date of the Business Combination. An aggregate of 1,791,416 shares of the Company’s common stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate Number”). The Aggregate Number represents 2% of the aggregate number of shares of the Company’s fully diluted shares outstanding immediately after the Closing and is subject to increase each year over a ten-year Amended and Restated 2019 Equity Incentive Plan The Company maintains an equity incentive plan established in October 2019, the 2019 Equity Incentive Plan (the “Legacy FaZe Plan”). The Legacy FaZe Plan allows grants of incentive stock options, non-statutory The following table contains information about the plan as of September 30, 2022: Awards Reserved for Issuance Awards Outstanding Awards Available 2022 Omnibus Incentive Plan 12,358,689 — 12,358,689 2022 Employee Stock Purchase Plan 75,000,000 — 75,000,000 Amended 2019 Equity Incentive Plan 23,380,173 20,303,993 3,076,180 Stock Compensation Expense Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the Condensed Consolidated Statements of Operations: (in thousands) For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Stock options $ 336 $ 653 $ 454 $ 653 Restricted stock awards 2,001 2 4,542 2 Total stock–based compensation expense $ 2,337 $ 655 $ 4,996 $ 655 In addition, for stock-based compensation expense related to the services provided by Commerce Media Holdings, LLC, approximately $20,893 and $61,998 has been included in cost of revenues for the three months and nine months ended September 30, 2022, respectively, and $20,893 and $61,998 has been included in cost of revenues for the three months and nine months ended September 30, 2021, respectively. Compensation costs related to Commerce Media Holdings, LLC, Spanky’s Clothing Inc., Cordell Broadus, Boss Lady Entertainment and SMAC Entertainment of $0.3 million and $0.2 million were capitalized and are included in prepaid expenses on the Condensed Consolidated Balance Sheets as of September 30, 2022 and 2021, respectively. The following table sets forth the presentation of stock-based compensation in the Company’s financial statements: (in thousands) (in thousands) For the three months ended For the nine months ended 2022 2021 2022 2021 Stock-based compensation expense recorded to additional paid-in $ 2,546 $ 655 $ 5,205 $ 655 Stock-based compensation expense capitalized as prepaid expenses (209 ) — (209 ) — Stock-based compensation expense per Condensed Consolidated Statements of Operations $ 2,337 $ 655 $ 4,996 $ 655 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments [Line Items] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain business and residential facilities under operating lease agreements that specify minimum rentals with lease terms ranging from two to two and a half years. The Company’s rent expense for the three months ended and nine months ended September 30, 2022 was $0.6 million and $1.7 million, respectively, and the three months ended and nine months ended September 30, 2021 was $0.3 million and $0.9 million, respectively. Rent expense is included in general and administrative expense in the Condensed Consolidated Statements of Operations. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Future minimum lease payments, which include non-cancelable Years ending December 31, (in thousands) 2022 (remainder) $ 713 2023 2,895 2024 1,977 2025 5 Thereafter 3 Total minimum lease payment $ 5,593 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2022 | |
Litigation [Line Items] | |
LITIGATION | 11. LITIGATION From time to time, in the normal course of operations, the Company is subject to litigation matters and claims, including claims relating to employee relations and business practices. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity, or results of operations. On August 12, 2020, Greg Selkoe, President of the Company until May 2020, filed suit against the Company for severance and sums related to his termination from the Company, which was initiated in January 2020. The Company and Mr. Selkoe reached a settlement, including a severance payment to Mr. Selkoe and forfeiture by Mr. Selkoe of the entirety of his stock options. The Company accrued $3.2 million for the year ended December 31, 2020. The Company paid $2.9 million of the severance payments to Mr. Selkoe in 2021. On September 14, 2020, Adam Salman of Adult Use Holdings, Inc. and Igor Gimelshtein of Zola Ventures Ltd., claimed that the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group. The Company has denied any liability in connection with this claim and has agreed to arbitrate the dispute, which is ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On December 7, 2020, the Company filed an arbitration demand against its former Chief Legal Officer, Phillip Gordon (“Gordon”), alleging claims for fraud, breach of fiduciary duty, breach of duty of loyalty, and breach of employment agreement. The Company terminated Gordon effective as of December 5, 2020 based on the results of an internal investigation. Gordon has denied that the Company had cause to terminate him and filed counterclaims seeking payment of severance under his employment agreement in the total amount of $3.0 million, plus payment of $0.5 million in bonus compensation. Subsequent to December 31, 2021, as a result of arbitration proceedings, the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for $1.9 million in cash. The Company recorded a legal accrual for $1.9 million as of December 31, 2021. The initial payment of $0.4 million was made in the first quarter of 2022. The outstanding balance has been settled as of the third quarter of 2022. On May 21, 2021, Alissa Violet Marie Butler filed suit in the Superior Court of the State of California for the County of Los Angeles against FaZe Clan Inc., Dentons US LLP, and Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Subsequent to December 31, 2021, the Company has reached a preliminary settlement with Ms. Butler for a total of $0.8 million payable in a combination of cash and common stock to settle Ms. Butler’s claim. The Company recorded a legal accrual for $0.8 million as of December 31, 2021. The outstanding balance has been settled as of the third quarter of 2022. In 2021, the Company was made aware of a claim from Treschow-Fritzoe AS that the Company repaid the wrong party for certain funds received by the Company in 2017 and recorded a legal accrual of $1.2 million as of December 31, 2020. In October 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual to $0.8 million as of December 31, 2021. The Company paid $0.8 million in April 2022. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 12. LOSS PER SHARE In accordance with the provisions of ASC 260, Earnings Per Share, net loss per share is computed by dividing net loss by the weighted-average shares of common stock outstanding during the period. The results of operations were net losses for the three and nine months ended September 30, 2022 and 2021. The following table sets forth the computation of basic and diluted earnings per share attributable to common stockholders for the three and nine months ended September 30, 2022 and 2021: (in thousands, except shares and per-share Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Basic and diluted loss per share: Net loss attributable to FaZe Holdings Inc., basic and diluted $ (130,598 ) $ (9,955 ) $ (149,462 ) $ (23,291 ) Weighted-average common shares outstanding, basic and diluted 54,590,538 19,949,557 32,144,653 18,757,552 Net loss per share, basic and diluted $ (2.39 ) $ (0.50 ) $ (4.65 ) $ (1.24 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Line Items] | |
INCOME TAXES | 13. INCOME TAXES The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, operating losses and tax credit carryforwards. The Company establishes a valuation allowance if the Company believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. The Company has considered its history of cumulative tax and book losses incurred since inception, and other positive and negative evidence, and has concluded that it is more likely than not that the Company did not realize the benefits of the net deferred tax assets as of September 30, 2022 and December 31, 2021. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. As of September 30, 2022, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through September 30, 2022. The effective tax rate was zero percent for both the three months ended and nine months ended September 30, 2022 and 2021, respectively. The difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the full valuation allowance on its deferred tax assets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Line Items] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS On February 17, 2022, Legacy FaZe entered into a collaboration agreement with Spanky’s Clothing Inc., Cordell Broadus, Boss Lady Entertainment and SMAC Entertainment for an initial term of two years, pursuant to which Snoop Dogg became a member of FaZe’s talent network and joined the board of directors on the Closing Date of the Business Combination and agreed to (i) exclusively, except for companies not in direct competition with FaZe, promote FaZe for three years, and (ii) grant FaZe license to use his name and likeness in connection with certain content and services to be produced by him for FaZe, including (w) social media posts, (x) brand campaigns with FaZe sponsors, (y) hosting of events and (z) merchandise collaborations. Snoop Dogg is the Chief Executive Officer of Spanky’s Clothing Inc. Cordell Broadus is the son of Snoop Dogg. Shante Broadus, the spouse of Snoop Dogg, is the Chief Executive Officer of Boss Lady Entertainment. Constance Schwartz-Mornio, the manager of Snoop Dogg, is the Chief Executive Officer of SMAC Entertainment. The Company granted Legacy FaZe’s restricted stock, which converted into Company restricted stock awards, equal in value to (i) $1,857,154 to Snoop Dogg, (ii) $247,615 to Cordell Broadus, (iii) $247,615 to Boss Lady Entertainment and (iv) $247,615 to SMAC Entertainment, each of which will vest as follows: (x) one-third one-third (z) one-third |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Line Items] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS In preparing the unaudited condensed consolidated financial statements, the Company has evaluated subsequent events through November 14 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the ASC, and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying Condensed Consolidated Balance Sheet as of September 30, 2022, Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2022 and 2021, Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 and Condensed Consolidated Statements of Stockholders’ Deficit for the three months and nine months ended September 30, 2022 and 2021 are unaudited. The financial data and other information contained in the notes thereto as of and for the three months and nine months ended September 30, 2022, and 2021 are also unaudited. The Consolidated Balance Sheet as of December 31, 2021 was derived from the Company’s audited consolidated financial statements incorporated by reference in the Company’s Form S-1/A, The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2022, the results of its operations for the three months and nine months ended September 30, 2022 and 2021, and its cash flows for the nine months ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, and the notes thereto. The results for the three months and nine months ended September 30, 2022, are not necessarily indicative of results to be expected for the year ended December 31, 2022, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation conformity COVID-19 |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the reported results of operations. Contract assets and accounts receivable have been consolidated into accounts receivable and contract assets on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021. In addition, prepaid expenses has been reclassified out of prepaid expenses and other assets, with prepaid expenses and other assets presented as separate line items on the Consolidated Balance Sheet as of December 31, 2021. |
COVID-19 | COVID-19 The continuing presence of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 |
Content Asset, net | Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content consist of development and production costs. These costs are capitalized as “Content Asset, net” on the Condensed Consolidated Balance Sheets. Each title is predominantly monetized on its own. At the specific title level, the Company tests the content asset for impairment when events and circumstances indicate that its fair value may be less than its unamortized cost. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. In April 2022, the Company performed an evaluation of its content asset and determined that the underlying programming of the content asset will not be released. In addition, the Company determined that the content asset has no further utility. Accordingly, the Company recorded an impairment loss of $1.1 million to write off the entire carrying value of content asset. As such, the Company has no content asset balance as of September 30, 2022. Content asset balance as of September 30, 2021 was 0.2 million. The Company’s policy is to amortize the content asset once the content airs. Given that the content was fully written off prior to airing, no amortization expense was recorded for the three and nine months ended September 30, 2022. The Company does not own any purchased or licensed programming content. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. |
Revenue Recognition and Contract Balances | Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, the Company adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”) did not have a material impact to the Company’s condensed consolidated financial statements and there were no material differences between the Company’s adoption of ASC 606 and its historic accounting under ASC Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company’s transfer of a promised product or service to the Company’s customer and payment for that product or service will be one year or less. The Company generally records a receivable related to revenue when the Company has an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including management’s estimate of variable consideration that has been included in the transaction price exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the three months and nine months ended September 30, 2022, and 2021, no impairment was recorded from contract assets. The Company’s allowances for doubtful accounts are typically immaterial and, if required, are based on management’s best estimate of expected credit losses inherent in the Company’s accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying the Company’s performance obligations, even if amounts are refundable. Contract liabilities recorded at September 30, 2022, and December 31, 2021, represent the Company’s accounting for the timing difference between when the customer is billed or funds are received and when the performance obligation is satisfied. During the nine months ended September 30, 2022 and 2021, the Company recognized $7.8 million and $0.8 million as revenue that was relating to the contract liability balance as of January 1, 2022 and 2021, respectively. The following table disaggregates the Company’s revenue by major type for the three months ended (in thousands) Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Brand sponsorships $ 7,072 $ 6,385 $ 28,054 $ 17,080 Content 4,098 3,413 10,641 13,826 Consumer products 471 1,769 2,328 4,001 Esports 2,322 837 7,285 2,651 Other 49 89 313 198 Total revenue $ 14,012 $ 12,493 $ 48,621 $ 37,756 The section below describes the Company’s revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including but not limited to online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise, and special appearances of members of the Company’s talent roster. The Company’s brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, management has determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which the Company monetizes through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to the Company monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. The Company grants exclusive licenses to customers for certain content produced by the Company’s talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined Principal Versus Agent Considerations A significant amount of the Company’s brand sponsorship and content revenues are generated from the Company’s talent, who are under exclusive, multi-year contracts. The Company’s talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. Management has evaluated the terms of the Company’s brand sponsorship and content agreements and has concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to the Company’s talent are recorded as cost of revenues. The Company owns the brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with the Company, the talent grants the Company an exclusive perpetual license to the content, and the Company grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation, or the business of the Company, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of the Company’s consumer products on the Company’s website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third-party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. The Company has outsourced the design, manufacturing, fulfillment, distribution, and sale of the Company’s consumer products to a third party in exchange for royalties based on the amount of revenue generated. Management evaluated the terms of the agreement to determine whether the Company’s consumer products revenues should be reported gross or net of royalties paid. Key indicators that management evaluated in determining whether the Company is the principal in the sale (gross reporting) or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on management’s evaluation of the above indicators, the Company reports consumer products revenues on a gross basis. Esports League Participation Player Transfer Fees Licensing of Intellectual Property Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of September 30, 2022 were not material. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. Warrants that meet the definition of a derivative financial instrument and the equity scope exception in ASC 815-10-15-74(a) Equity re-assessed Private Placement Warrants and Recurring Fair Value Measurements |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation – Stock Compensation, which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards. Legacy FaZe has issued stock options before there was an active market for the Company’s common stock. The Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes model. The fair value is expensed over the requisite service periods of the awards (usually one to four years), in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a change in control event). As there was no public market for its common stock at the time of the stock option grant, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. As the Company’s stock is now publicly traded after the Business Combination, the fair value of the Company’s stock and the volatility is readily available. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares before the Business Combination, expected term, and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. |
Fair Value Measurement | Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 Level 2 Level 3 The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable, approximate fair value due to their short-term nature. The Company’s private placement warrants (the “Private Placement Warrants”) are accounted for as liabilities in accordance with ASC 815-40 See Note 6, Private Placement Warrants and Recurring Fair Value Measurements, |
Loss Per Share | Loss Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted average shares of the Company’s common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted-average shares of the Company’s common stock outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share. As the Company has incurred losses in all periods presented, all potentially dilutive securities are antidilutive. See Note 12, Loss Per Share, |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of September 30, 2022 and December 31, 2021, the Company did not have material assets located outside of the United States. For the three months and nine months ended September 30, 2022, the Company had $1.8 million and $4.0 million of revenue, respectively, earned outside of the United States. The Company earned no material revenue outside of the United States for three months and nine months ended September 30, 2021. |
Revisions to Previously Issued Financial Statements | Revisions to Previously Issued Financial Statements As previously disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, Legacy FaZe identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the nine months ended September 30, 2021, Legacy FaZe recorded $0.8 million in customer discounts and $0.3 million in customer returns. Legacy FaZe had accounted for these as Cost of revenues, as opposed to as a reduction to Revenues. Legacy FaZe assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality 250-10, Accounting Changes and Error Corrections The following tables set forth the effects of the revisions on the affected line items within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021: Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Revenues $ 38,808 $ (1,052 ) $ 37,756 Cost of revenues 33,330 (1,052 ) 32,278 Gross profit $ 5,478 $ — $ 5,478 The following tables set forth the effects of the revisions on the affected line items within Note 2, Summary of Significant Accounting Policies Revenue Recognition and Contract Balances Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Brand sponsorships $ 17,080 $ — $ 17,080 Content 13,826 — 13,826 Consumer products 5,053 (1,052 ) 4,001 Esports 2,651 — 2,651 Other 198 — 198 Total revenue $ 38,808 $ (1,052 ) $ 37,756 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Debt In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), 815-40): 2021-04 statements. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted As an emerging growth company, the 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 elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): 2019-12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of disaggregates the company's revenue | The following table disaggregates the Company’s revenue by major type for the three months ended (in thousands) Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Brand sponsorships $ 7,072 $ 6,385 $ 28,054 $ 17,080 Content 4,098 3,413 10,641 13,826 Consumer products 471 1,769 2,328 4,001 Esports 2,322 837 7,285 2,651 Other 49 89 313 198 Total revenue $ 14,012 $ 12,493 $ 48,621 $ 37,756 |
Schedule of consolidated statement of operations | The following tables set forth the effects of the revisions on the affected line items within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021: Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Revenues $ 38,808 $ (1,052 ) $ 37,756 Cost of revenues 33,330 (1,052 ) 32,278 Gross profit $ 5,478 $ — $ 5,478 |
Schedule of financial statements | The following tables set forth the effects of the revisions on the affected line items within Note 2, Summary of Significant Accounting Policies Revenue Recognition and Contract Balances Nine months ended September 30, 2021 As previously Revision reported adjustments As revised (in thousands) Brand sponsorships $ 17,080 $ — $ 17,080 Content 13,826 — 13,826 Consumer products 5,053 (1,052 ) 4,001 Esports 2,651 — 2,651 Other 198 — 198 Total revenue $ 38,808 $ (1,052 ) $ 37,756 |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Equipment and Leasehold Improvements (Tables) [Line Items] | |
Schedule property, equipment and leasehold improvements | Property, equipment and leasehold improvements as of September 30, 2022 and December 31, 2021 consisted of the following: (in thousands) September 30, December 31, 2022 2021 Furniture / Fixtures $ 743 $ 159 Computer equipment 3,588 708 Vehicles 106 106 Leasehold improvements 663 731 Subtotal 5,100 1,704 Less accumulated depreciation (1,175 ) (779 ) Property, equipment and leasehold improvements, net $ 3,925 $ 925 |
Intangibles Assets (Tables)
Intangibles Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangibles Assets (Tables) [Line Items] | |
Schedule of intangible assets | Intangible assets as of September 30, 2022 and December 31, 2021 consisted of the following: (in thousands) As of September 30, 2022 Useful Life Gross Carrying Accumulated Amortization Net Carrying Value Website development 3 years $ 332 $ 145 $ 187 Talent acquisition 2 – 3 years 1,237 477 760 Intangible assets, net $ 1,569 $ 622 $ 947 (in thousands) As of December 31, 2021 Useful Life Gross Carrying Accumulated Amortization Net Carrying Value Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 – 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 |
Schedule of estimated future amortization of intangible assets | The following table presents the estimated future amortization of intangible assets: Years ending December 31, (in thousands) 2022 (remainder) $ 155 2023 456 2024 311 2025 25 Total future amortization of amortizable intangible assets $ 947 |
Private Placement Warrants An_2
Private Placement Warrants And Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants Recurring And Fair Value Measurements [Abstract] | |
Schedule of fair value of the private placement warrants | The key inputs into the Black-Scholes model in determining the fair value of the Private Placement Warrants were as follows at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Risk-free interest rate 4.1 % 1.3 % Expected term (years) 4.8 5.5 Expected volatility 5.1 % 18.5 % Exercise price $ 11.50 $ 11.50 Dividend yield 0 0 |
Schedule of changes in the fair value of the private placement warrants liability | The following table presents a summary of the changes in the fair value of the Private Placement Warrants liability since the Closing Date: (in thousands) Warrant liabilities at July 19, 2022 $ 114 Change in fair value of warrant liabilities (19 ) Warrant liabilities at September 30, 2022 $ 95 |
Schedule of assets and liabilities measured at fair value on recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2021, no assets and liabilities were measured at fair value on a recurring basis. (in thousands) September 30, Quoted Prices in Significant Other Significant Other Liabilities: Private Placement Warrants $ 95 $ — $ — $ 95 Total $ 95 $ — $ — $ 95 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt (Tables) [Line Items] | |
Schedule of debt | Debt as of December 31, 2021 consisted of the following: As of December 31, 2021 (in thousands) Unpaid Unamortized Net Carrying Principal Short-term Long-term Issuance Costs Value 2021 Cox Convertible Promissory Note $ 15,000 $ — $ 15,000 $ — $ 15,000 2021 Convertible Promissory Notes 675 — 675 — 675 2020 Secured Convertible Promissory Note 55,000 — 55,000 (358 ) 54,642 2020 Convertible Promissory Notes 2,525 2,025 500 — 2,525 2020 PPP Loan 1,123 1,123 — — 1,123 Other loans 37 — 37 — 37 Total principal amount outstanding $ 74,360 $ 3,148 $ 71,212 $ (358 ) $ 74,002 |
Stock Compensation Expense (Tab
Stock Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock Compensation Expense (Tables) [Line Items] | |
Schedule of equity incentive plan | The following table contains information about the plan as of September 30, 2022: Awards Reserved for Issuance Awards Outstanding Awards Available 2022 Omnibus Incentive Plan 12,358,689 — 12,358,689 2022 Employee Stock Purchase Plan 75,000,000 — 75,000,000 Amended 2019 Equity Incentive Plan 23,380,173 20,303,993 3,076,180 |
Schedule of stock-based compensation expense | (in thousands) For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Stock options $ 336 $ 653 $ 454 $ 653 Restricted stock awards 2,001 2 4,542 2 Total stock–based compensation expense $ 2,337 $ 655 $ 4,996 $ 655 |
Summary of stock-based compensation in the Company's financial statements | The following table sets forth the presentation of stock-based compensation in the Company’s financial statements: (in thousands) (in thousands) For the three months ended For the nine months ended 2022 2021 2022 2021 Stock-based compensation expense recorded to additional paid-in $ 2,546 $ 655 $ 5,205 $ 655 Stock-based compensation expense capitalized as prepaid expenses (209 ) — (209 ) — Stock-based compensation expense per Condensed Consolidated Statements of Operations $ 2,337 $ 655 $ 4,996 $ 655 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies (Tables) [Line Items] | |
Schedule of future minimum lease payment | Future minimum lease payments, which include non-cancelable Years ending December 31, (in thousands) 2022 (remainder) $ 713 2023 2,895 2024 1,977 2025 5 Thereafter 3 Total minimum lease payment $ 5,593 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | (in thousands, except shares and per-share Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Basic and diluted loss per share: Net loss attributable to FaZe Holdings Inc., basic and diluted $ (130,598 ) $ (9,955 ) $ (149,462 ) $ (23,291 ) Weighted-average common shares outstanding, basic and diluted 54,590,538 19,949,557 32,144,653 18,757,552 Net loss per share, basic and diluted $ (2.39 ) $ (0.50 ) $ (4.65 ) $ (1.24 ) |
Schedule of antidilutive shares in the computation of diluted shares outstanding | As of September 30, 2022 As of September 30, 2021 Convertible preferred stock — 7,209,555 Public Warrants 5,750,000 — Private Placement Warrants 173,333 — Seller Earn-out 5,312,098 — Sponsor Earn-out 2,156,250 — Legacy FaZe preferred warrant — 651,951 Unvested restricted stock award 2,248,834 49,426 Stock options 18,055,159 19,912,281 Total potentially dilutive common stock equivalents 33,695,674 27,823,213 |
Description of The Business (De
Description of The Business (Details) | Jul. 19, 2022 |
B Riley 150 [Member] | |
Description of The Business (Details) [Line Items] | |
Equity value exchange ratio | 2.2267 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Contract liability | $ 7,800 | $ 800 | ||
Segment | 1 | |||
Customer discounts | $ 800 | 800 | ||
Customer returns | 300 | 300 | ||
Impairment of Intangible Assets, Finite-Lived | $ 1,100 | |||
Amortization of Intangible Assets | 947 | |||
Revenues | $ 14,012 | 12,493 | 48,621 | 37,756 |
Non-US [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Revenues | 1,800 | 0 | 4,000 | 0 |
Media Content [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Finite-Lived Intangible Assets, Net | 0 | $ 200 | 0 | $ 200 |
Amortization of Intangible Assets | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the company's revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 14,012 | $ 12,493 | $ 48,621 | $ 37,756 |
Brand sponsorships [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,072 | 6,385 | 28,054 | 17,080 |
Content [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4,098 | 3,413 | 10,641 | 13,826 |
Consumer products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 471 | 1,769 | 2,328 | 4,001 |
Esports [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,322 | 837 | 7,285 | 2,651 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 49 | $ 89 | $ 313 | $ 198 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of financial statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 14,012 | $ 12,493 | $ 48,621 | $ 37,756 |
As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 38,808 | |||
Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | (1,052) | |||
As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 37,756 | |||
Brand sponsorships [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 7,072 | 6,385 | 28,054 | 17,080 |
Brand sponsorships [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 17,080 | |||
Brand sponsorships [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 0 | |||
Brand sponsorships [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 17,080 | |||
Content [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 4,098 | 3,413 | 10,641 | 13,826 |
Content [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 13,826 | |||
Content [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 0 | |||
Content [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 13,826 | |||
Consumer products [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 471 | 1,769 | 2,328 | 4,001 |
Consumer products [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 5,053 | |||
Consumer products [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | (1,052) | |||
Consumer products [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 4,001 | |||
Esports [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 2,322 | 837 | 7,285 | 2,651 |
Esports [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 2,651 | |||
Esports [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 0 | |||
Esports [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 2,651 | |||
Other [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 49 | $ 89 | $ 313 | 198 |
Other [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 198 | |||
Other [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 0 | |||
Other [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 198 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statement of operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 14,012 | $ 12,493 | $ 48,621 | $ 37,756 |
Gross profit | $ 3,542 | $ 1,090 | $ 13,974 | 5,478 |
As Previously reported [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 38,808 | |||
Cost of revenues | 33,330 | |||
Gross profit | 5,478 | |||
Revision adjustments [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | (1,052) | |||
Cost of revenues | (1,052) | |||
Gross profit | 0 | |||
As revised [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 37,756 | |||
Cost of revenues | 32,278 | |||
Gross profit | $ 5,478 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 19, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | $ 100,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,156,250 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,680,774 | 1,680,774 | |||||
Class of warrants or rights excercised during the perion units | 1,047,623 | ||||||
Common Stock, Conversion Basis | one-to-one basis | ||||||
Debt instrument converted into equity original principal amount | $ 17,551 | $ 0 | |||||
Debt Instrument Accrued Interest Settled In Cash | $ 2,600 | ||||||
Purchase of warrants (in Shares) | 22,902,063 | 22,902,063 | 22,902,063 | ||||
Stock Surrendered And Exchanged During Period Shares | 50,995,637 | ||||||
Common stock, shares outstanding | 70,258,004 | 70,258,004 | 70,258,004 | 18,841,538 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Business Combination Net Cash Consideration Received | $ 57,800 | ||||||
Adjustment to additional paid in capital costs incurred for business combination | $ 25,900 | ||||||
Details Of Common Stock Shares Outstanding After The Consummation Of Business Combination [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding | 70,132,639 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||
Class of Warrant or Right, Outstanding | 5,923,333 | ||||||
FaZe Convertible Promissory Notes [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Debt instrument converted into equity original principal amount | $ 72,900 | ||||||
Accrued Interest | 6,900 | ||||||
Debt Instrument Accrued Interest Settled In Cash | $ 2,600 | ||||||
Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,237,800 | ||||||
Preferred Stock Warrants [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of warrants or rights excercised during the perion units | 292,790 | ||||||
Common Stock Warrants [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of warrants or rights excercised during the perion units | 754,833 | ||||||
PublicWarrantsMember | Details Of Common Stock Shares Outstanding After The Consummation Of Business Combination [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 5,750,000 | ||||||
Private Placement Warrants [Member] | Details Of Common Stock Shares Outstanding After The Consummation Of Business Combination [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 173,333 | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 525,782 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 1,450,914 | 1,450,914 | 1,450,914 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 75% | ||||||
Restricted Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 90 days | ||||||
Restricted Stock [Member] | Vesting Tranche One [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 42,441 | ||||||
Share Based Compensation By Share Based Award Equity Instruments Other Than Options Vested And Expected To Vest | 923,886 | 923,886 | 923,886 | ||||
FAZENew Fa Ze Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of warrants (in Shares) | 10,000,000 | ||||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||||
B Riley 150 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Redeemed or Called During Period, Shares | 15,883,395 |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Equipment and Leasehold Improvements (Details) [Line Items] | ||||
Depreciation expense | $ 0.3 | $ 0.2 | $ 0.8 | $ 0.3 |
Property, Equipment and Lease_4
Property, Equipment and Leasehold Improvements (Details) - Schedule property, equipment and leasehold improvements - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 5,100 | $ 1,704 |
Less accumulated depreciation | (1,175) | (779) |
Property, equipment and leasehold improvements, net | 3,925 | 925 |
Furniture / Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 743 | 159 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 3,588 | 708 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 106 | 106 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 663 | $ 731 |
Equity (Details)
Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 71,033,146 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 70,258,004 | 18,841,538 |
Preferred stock, shares authorized | 1,000,000 | 3,545,529 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 3,237,800 |
Preferred stock, shares outstanding | 0 | 3,237,800 |
Preferred stock terms of conversion | one-to-one | |
Percentage of total number of common stock issued and outstanding | 6% | |
Stock price (in Dollars per share) | $ 18 | |
Shares based compensation arrangement by shares based payment award options vested number of shares | 2,156,250 | |
Class of warrants or rights exercise price per share | $ 0.01 | |
Number of days within which the public warrants become exercisable after business combination | 30 days | |
Number of days prior to notice of redemption | 30 days | |
Number of trading days within which the warrants become exercisable | 20 days | |
Number of consecutive trading days within which the warrants become exercisable | 30 days | |
Public Warrants [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Class of warrant or right issued | 5,750,000 | |
Class of Warrant or Right, Outstanding | 5,750,000 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 3,545,529 | |
Share price per share (in Dollars per share) | $ 0.00001 | |
Legally Faze Preferred Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares issued | 3,237,800 | |
Preferred stock, shares outstanding | 3,237,800 | |
Legally Faze Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 31,900,878 | |
Common stock par value (in Dollars per share) | $ 0.00001 | |
Common stock, shares issued | 70,258,004 | 8,461,706 |
Common stock, shares outstanding | 70,258,004 | 8,461,706 |
First Target Earn Out Shares [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Stock price (in Dollars per share) | $ 12 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Second Target Earn Out Shares [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Stock price (in Dollars per share) | $ 14 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Third Target Earn Out Shares [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Stock price (in Dollars per share) | $ 16 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Sponsor Earn Out Shares [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Stock issued during period shares based compensation forfeited | 2,156,250 |
Intangibles Assets (Details)
Intangibles Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangibles Assets (Details) [Line Items] | ||||
Amortization expense | $ 200 | $ 100 | $ 400 | $ 400 |
Fully amortized from intangible assets | 947 | |||
Intangible Assets [Member] | ||||
Intangibles Assets (Details) [Line Items] | ||||
Fully amortized from intangible assets | $ 900 |
Intangibles Assets (Details) -
Intangibles Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Website development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | 3 years | |
Gross Carrying Value | $ 332 | $ 211 | |
Accumulated Amortization | 145 | 75 | |
Net Carrying Value | 187 | 136 | |
Talent acquisition [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 1,237 | 1,653 | |
Accumulated Amortization | $ 477 | 1,051 | |
Net Carrying Value | $ 602 | $ 760 | |
Talent acquisition [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 2 years | 2 years | |
Talent acquisition [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | 3 years | |
Intangible assets, net [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,569 | $ 1,864 | |
Accumulated Amortization | 622 | 1,126 | |
Net Carrying Value | $ 947 | $ 738 |
Intangibles Assets (Details) _2
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets [Line Items] | |
2022 (remainder) $ | $ 155 |
2023/2022 | 456 |
2024/2023 | 311 |
2025/2024 | 25 |
Total future amortization of amortizable intangible assets $ | $ 947 |
Private Placement Warrants An_3
Private Placement Warrants And Recurring Fair Value Measurements (Details) - Schedule of fair value of the private placement warrants - Private Placement Warrants [Member] | Sep. 30, 2022 shares yr | Dec. 31, 2021 yr shares |
Risk-free interest rate | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs In Measurement In Private Placement Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.1 | 1.3 |
Expected term (years) | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs In Measurement In Private Placement Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 4.8 | 5.5 |
Expected volatility | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs In Measurement In Private Placement Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 5.1 | 18.5 |
Exercise price | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs In Measurement In Private Placement Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | shares | 11.5 | 11.5 |
Dividend yield | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs In Measurement In Private Placement Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Private Placement Warrants An_4
Private Placement Warrants And Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the private placement warrants liability - Private Placement Warrants [Member] $ in Thousands | 2 Months Ended |
Sep. 30, 2022 USD ($) | |
Disclosure In Tabular Form Of Changes In The Fair Value Of Private Placement Warrant Liabilities [Line Items] | |
Warrant liabilities at July 19, 2022 | $ 114 |
Change in fair value of warrant liabilities | (19) |
Warrant liabilities at September 30, 2022 | $ 95 |
Private Placement Warrants An_5
Private Placement Warrants And Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on recurring basis $ in Thousands | Sep. 30, 2022 USD ($) |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Total | $ 95 |
Warrant [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Private Placement Warrants | 95 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Total | 0 |
Quoted Prices In Active Markets (Level 1) [Member] | Warrant [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Private Placement Warrants | 0 |
Significant Other Observable Inputs (Level 2) [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Total | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Warrant [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Private Placement Warrants | 0 |
Significant Unobservable Inputs (Level 3) [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Total | 95 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant [Member] | |
Disclosure Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items] | |
Private Placement Warrants | $ 95 |
Private Placement Warrants An_6
Private Placement Warrants And Recurring Fair Value Measurements (Details) | 2 Months Ended | ||
Aug. 18, 2022 | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 | |
Disclosure In Entirety Of Private Placement Warrants Recurring And Fair Value Measurements [Line Items] | |||
Class of warrants or rights exercise price per share | $ 0.01 | ||
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Disclosure In Entirety Of Private Placement Warrants Recurring And Fair Value Measurements [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | 0 | |
Private Placement Warrants [Member] | B Riley 150 [Member] | |||
Disclosure In Entirety Of Private Placement Warrants Recurring And Fair Value Measurements [Line Items] | |||
Class of warrants or rights exercise price per share | $ 173,333 | ||
Class of warrants or rights issued during the period units | shares | 11.5 | ||
Class of warrants or rights date upto which transfer is restricted | Aug. 18, 2022 | ||
Private Placement Warrants [Member] | B Riley 150 [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Disclosure In Entirety Of Private Placement Warrants Recurring And Fair Value Measurements [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 |
Debt (Details)
Debt (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 31, 2021 USD ($) | Aug. 31, 2021 USD ($) | May 31, 2020 USD ($) | Sep. 30, 2022 USD ($) shares | Aug. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | May 31, 2022 | Mar. 31, 2022 USD ($) | Feb. 01, 2022 shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | |
Debt (Details) [Line Items] | |||||||||||
Conversion price, percentage | 90% | ||||||||||
Combined common stock shares (in Shares) | shares | 22,902,063 | 22,902,063 | |||||||||
Interest expense | $ 500,000 | $ 4,500,000 | |||||||||
Contractual interest expense | 500,000 | 4,400,000 | |||||||||
Amortization of debt issuance costs | 9,519 | 100,000 | |||||||||
Debt Instrument Accrued Interest Settled In Cash | 2,600,000 | ||||||||||
Long-term debt, net of discounts (Note 7) | $ 0 | 0 | $ 70,854,000 | ||||||||
Minimum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Total shares of capital stock | 250,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Total shares of capital stock | 200,000,000 | ||||||||||
2022 B. Riley Term Loan [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Convertible promissory notes | $ 10,000,000 | ||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||
Interest accrued, percentage | 7% | ||||||||||
Debt Instrument Accrued Interest Settled In Cash | 400,000 | ||||||||||
Repayments of Convertible Debt | $ 20,000,000 | ||||||||||
2021 Cox Convertible Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of additional units | $ 15,000,000 | ||||||||||
Interest accrued, percentage | 10% | 10% | |||||||||
Promissory notes | $ 10,000,000 | $ 15,000,000 | $ 10,000,000 | $ 15,000,000 | |||||||
Conversion price, percentage | 50% | ||||||||||
Aggregate principal amount | $ 5,000,000 | ||||||||||
Outstanding debt | 250,000,000 | ||||||||||
Number of shares outstanding | 25,000,000 | ||||||||||
Enterprise value | 250,000,000 | ||||||||||
Debt Instrument, Increase, Accrued Interest | 1,300,000 | ||||||||||
Long-term debt, net of discounts (Note 7) | $ 0 | $ 0 | |||||||||
2021 Cox Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 3,096,908 | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Promissory notes | $ 700,000 | $ 700,000 | |||||||||
Bear interest percentage | 4% | 4% | |||||||||
Debt Instrument, Increase, Accrued Interest | $ 26,770,000 | ||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 133,276 | ||||||||||
Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Promissory notes | $ 700,000 | $ 700,000 | |||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of additional units | $ 36,700,000 | ||||||||||
Secured convertible promissory notes | 91,700,000 | 91,700,000 | |||||||||
Investors total | $ 55,000,000 | $ 55,000,000 | |||||||||
Purchase agreement description | an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of Legacy FaZe’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of Legacy FaZe (a “Liquidity Event”). The CPH Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) | ||||||||||
Enterprise value as a condition for converting debt into equity | $ 250,000,000 | ||||||||||
Bear interest rate | 10% | 10% | |||||||||
Convertible Debt, Current | $ 54,700,000 | $ 54,700,000 | |||||||||
Debt Instrument, Increase, Accrued Interest | $ 5,300,000 | ||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 15,769,002 | ||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Qualified Financing [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Minimum proceeds from public financing | $ 15,000,000 | ||||||||||
Estimated gain loss on debt conversion | 112,900,000 | 112,900,000 | |||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Combined common stock shares (in Shares) | shares | 523,763 | ||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Combined common stock shares (in Shares) | shares | 4,800,000 | ||||||||||
2020 Convertible Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Convertible promissory notes | 2,500,000 | 2,500,000 | |||||||||
2020 Convertible Promissory Notes [Member] | Qualified Financing [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Estimated gain loss on debt conversion | 2,400,000 | 2,400,000 | |||||||||
Paycheck Protection Program Loan ("PPP Loan") [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Bear interest percentage | 1% | ||||||||||
Business administration principal amount | $ 1,100,000 | ||||||||||
Debt Instrument Accrued Interest Settled In Cash | 24,760,000 | ||||||||||
Repayments of Convertible Debt | 1,100,000 | ||||||||||
2021 Cox Convertible Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Interest accrued, percentage | 4% | 4% | |||||||||
2020 Convertible Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Convertible Debt, Current | $ 2,500,000 | 2,500,000 | |||||||||
Debt Instrument, Increase, Accrued Interest | $ 200,000 | ||||||||||
2020 Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 546,220 |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt $ in Thousands | Dec. 31, 2021 USD ($) |
Debt (Details) - Schedule of debt [Line Items] | |
Other loans Unamortized Issuance | $ 37 |
Other loans Short-term | 0 |
Other loans Long-term | 37 |
Other loans Unamortized Issuance | 0 |
Other loans Net Carrying Unamortized | 37 |
Total principal amount outstanding Unamortized Issuance | 74,360 |
Total principal amount outstanding Short-term | 3,148 |
Total principal amount outstanding Long-term | 71,212 |
Total principal amount outstanding Unamortized Issuance | (358) |
Total principal amount outstanding Net Carrying Unamortized | 74,002 |
2021 Cox Convertible Promissory Note [Member] | |
Debt (Details) - Schedule of debt [Line Items] | |
Convertible Promissory Note Unpaid Principal | 15,000 |
Convertible Promissory Note Short-term | 0 |
Convertible Promissory Note Long-term | 15,000 |
Convertible Promissory Note Unamortized Issuance | 0 |
Convertible Promissory Note Unamortized Issuance | 15,000 |
2021 Convertible Promissory Notes [Member] | |
Debt (Details) - Schedule of debt [Line Items] | |
Convertible Promissory Note Unpaid Principal | 675 |
Convertible Promissory Note Short-term | 0 |
Convertible Promissory Note Long-term | 675 |
Convertible Promissory Note Unamortized Issuance | 0 |
Convertible Promissory Note Unamortized Issuance | 675 |
2020 Secured Convertible Promissory Note [Member] | |
Debt (Details) - Schedule of debt [Line Items] | |
Convertible Promissory Note Unpaid Principal | 55,000 |
Convertible Promissory Note Short-term | 0 |
Convertible Promissory Note Long-term | 55,000 |
Convertible Promissory Note Unamortized Issuance | (358) |
Convertible Promissory Note Unamortized Issuance | 54,642 |
2020 Convertible Promissory Notes [Member] | |
Debt (Details) - Schedule of debt [Line Items] | |
Convertible Promissory Note Unpaid Principal | 2,525 |
Convertible Promissory Note Short-term | 2,025 |
Convertible Promissory Note Long-term | 500 |
Convertible Promissory Note Unamortized Issuance | 0 |
Convertible Promissory Note Unamortized Issuance | 2,525 |
2020 PPP Loan [Member] | |
Debt (Details) - Schedule of debt [Line Items] | |
Convertible Promissory Note Unpaid Principal | 1,123 |
Convertible Promissory Note Short-term | 1,123 |
Convertible Promissory Note Long-term | 0 |
Convertible Promissory Note Unamortized Issuance | 0 |
Convertible Promissory Note Unamortized Issuance | $ 1,123 |
Stock Compensation Expense (Det
Stock Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 24, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock Compensation Expense (Details) [Line Items] | |||||||
Common stock, reserved for issuance per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Compensation costs | $ 300 | $ 600 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 18,055,159 | 18,055,159 | |||||
Common Stock [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Share-Based compensation arrangement by share-based payment award, number of shares available for grant | 2,248,834 | 2,248,834 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 10,500,000 | ||||||
Number of share calculated using the equity value exchange ratio | 23,380,173 | ||||||
Commerce Media Holdings, LLC, Spanky's Clothing Inc., Cordell Broadus, Boss Lady Entertainment and SMAC Entertainment [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Compensation costs | $ 300 | $ 200 | |||||
Cost of Sales [Member] | Commerce Media Holdings LLC [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Compensation costs | $ 20,893 | $ 20,893 | $ 61,998 | $ 61,998 | |||
2022 Omnibus Incentive Plan [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Common stock, reserved for issuance | 12,358,689 | ||||||
Common stock, reserved for issuance per share | $ 0.0001 | ||||||
Share-Based compensation arrangement by share-based payment award, number of shares available for grant | 0 | 0 | |||||
2022 Employee Stock Purchase Plan [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Common stock, reserved for issuance | 1,791,416 | ||||||
Share-Based compensation arrangement by share-based payment award, number of shares available for grant | 0 | 0 | |||||
Percentage of total number of diluted shares outstanding | 2% | ||||||
Share-based compensation arrangement by share-based payment award percentage of granted fair market value | 85% | ||||||
2022 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Common stock, reserved for issuance | 75,000,000 | ||||||
Percentage of employee payroll deduction | 15% | ||||||
2022 Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||||
Stock Compensation Expense (Details) [Line Items] | |||||||
Percentage of employee payroll deduction | 1% |
Stock Compensation Expense (D_2
Stock Compensation Expense (Details) - Schedule of equity incentive plan | 9 Months Ended |
Sep. 30, 2022 shares | |
Awards Reserved for Issuance [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
2022 Omnibus Incentive Plan | 12,358,689 |
2022 Employee Stock Purchase Plan | 75,000,000 |
Amended 2019 Equity Incentive Plan | 23,380,173 |
Awards Outstanding [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
2022 Omnibus Incentive Plan | 0 |
2022 Employee Stock Purchase Plan | 0 |
Amended 2019 Equity Incentive Plan | 20,303,993 |
Awards Available for Grant [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
2022 Omnibus Incentive Plan | 12,358,689 |
2022 Employee Stock Purchase Plan | 75,000,000 |
Amended 2019 Equity Incentive Plan | 3,076,180 |
Stock Compensation Expense (D_3
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock–based compensation expense | $ 2,337 | $ 655 | $ 4,996 | $ 655 |
Stock options [Member] | ||||
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock–based compensation expense | 336 | 653 | 454 | 653 |
Restricted stock awards [Member] | ||||
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Total stock–based compensation expense | $ 2,001 | $ 2 | $ 4,542 | $ 2 |
Stock Compensation Expense (D_4
Stock Compensation Expense (Details) - Summary of stock-based compensation in the Company's financial statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense recorded to additional paid-in capital | $ 2,546 | $ 655 | $ 5,205 | $ 655 |
Stock-based compensation expense capitalized as prepaid expenses | (209) | 0 | (209) | 0 |
Stock-based compensation expense per Condensed Consolidated Statements of Operations | $ 2,337 | $ 655 | $ 4,996 | $ 655 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments (Details) [Line Items] | ||||
Rent expenses | $ 0.6 | $ 0.3 | $ 1.7 | $ 0.9 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payment - Long Term Debt Maturity [Member] $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items] | |
2022 (remainder) | $ 713 |
2023 | 2,895 |
2024 | 1,977 |
2025 | 5 |
Thereafter | 3 |
Total minimum lease payment | $ 5,593 |
Litigation (Details)
Litigation (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 01, 2022 | Dec. 07, 2020 | Apr. 30, 2022 | Oct. 31, 2021 | May 21, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 14, 2020 | |
Litigation (Details) [Line Items] | ||||||||||
Agreement total amount | $ 3 | |||||||||
Plus payment | $ 0.5 | |||||||||
Settlement agreement | the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for $1.9 million in cash. | |||||||||
Legal accrual | $ 1.9 | |||||||||
Initial payment | $ 0.4 | |||||||||
Salman and Gimelshtein [Member] | ||||||||||
Litigation (Details) [Line Items] | ||||||||||
Alleged funding amount | $ 2.5 | |||||||||
Bridging Finance Group [Member] | ||||||||||
Litigation (Details) [Line Items] | ||||||||||
Alleged funding amount | $ 30 | |||||||||
Ms. Butler [Member] | ||||||||||
Litigation (Details) [Line Items] | ||||||||||
Legal accrual | $ 0.8 | |||||||||
Preliminary settlement payable | $ 0.8 | |||||||||
Treschow-Fritzoe [Member] | ||||||||||
Litigation (Details) [Line Items] | ||||||||||
Legal accrual | $ 0.8 | $ 1.2 | ||||||||
Subsequently paid in cash | $ 0.8 | |||||||||
Mr. Selkoe [Member] | ||||||||||
Litigation (Details) [Line Items] | ||||||||||
Accrued amount | $ 3.2 | |||||||||
Severance payments | $ 0.3 | $ 2.9 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Vested warrants outstanding | 1,680,774 | 1,680,774 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to FaZe Holdings Inc., basic and diluted | $ (130,598) | $ (9,955) | $ (149,462) | $ (23,291) |
Weighted-average common shares outstanding, basic | 54,590,538 | 19,949,557 | 32,144,653 | 18,757,552 |
Weighted-average common shares outstanding, diluted | 54,590,538 | 19,949,557 | 32,144,653 | 18,757,552 |
Net loss per share, basic | $ (2.39) | $ (0.5) | $ (4.65) | $ (1.24) |
Net loss per share, diluted | $ (2.39) | $ (0.5) | $ (4.65) | $ (1.24) |
Loss Per Share (Detail) - Sched
Loss Per Share (Detail) - Schedule of antidilutive shares in the computation of diluted shares outstanding - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Convertible preferred stock | $ 0 | $ 7,209,555 |
Public Warrant | 5,750,000 | 0 |
Private Placement Warrant | 173,333 | 0 |
Seller Earn-out | 5,312,098 | 0 |
Sponsor Earn-out Shares | 2,156,250 | 0 |
Legacy FaZe preferred warrant | 0 | 651,951 |
Unvested restricted stock award | 2,248,834 | 49,426 |
Stock options | 18,055,159 | 19,912,281 |
Total potentially dilutive common stock equivalents | $ 33,695,674 | $ 27,823,213 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes (Details) [Line Items] | |
Realized percentage | 50% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 17, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period, value, restricted stock awards | $ 2,248,834 | $ 49,426 | ||
Related party transaction, amount of transaction | $ 50,000 | |||
Stock based compensation expense | $ 300,000 | 600,000 | ||
Prepaid Expenses and Other Current Assets [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Compensation costs | $ 200,000 | $ 200,000 | ||
Restricted Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Share based compensation arrangement by share based payment award vesting rights | one-third | |||
Snoop Dogg [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period, value, restricted stock awards | 1,857,154 | |||
Cordell Broadus [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period, value, restricted stock awards | 247,615 | |||
Boss Lady Entertainment [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period, value, restricted stock awards | 247,615 | |||
SMAC Entertainment [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period, value, restricted stock awards | $ 247,615 |