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NTN BUZZTIME, INC TRANSACTION (Tables)
 3 Months Ended
Mar. 31, 2021
NTN BUZZTIME, INC TRANSACTION [Abstract]  
Purchase Price Calculation
The purchase price, which represents the consideration transferred in the merger to NTN’s stockholders, is calculated based on the fair value of the common stock of the combined company that NTN’s stockholders owned as of the closing date of the merger because that represents a more reliable measure of the fair value of consideration transferred in the merger. Accordingly, the purchase price of $8,177,614, which was calculated as follows:

Number of shares of the Common Stock owned by NTN stockholders (i)
  
1,514,373
 
Multiplied by the fair value per share of Common Stock (ii)
  
5.40
 
Total purchase price
 
$
8,177,614
 


(i)
The purchase price was determined based on the number of shares of common stock of the combined company that NTN’s stockholders owned immediately prior to the merger.

(ii)
The fair value per share is based on the closing price of $5.40 (post reverse stock split) per share of thecommon stock as reported on the NYSE American on March 25, 2021, the date of the merger.
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values
The preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed from NTN, based on their estimated fair values as of March 25, 2021, is as follows:
 
  
Historical Balance Sheet
of NTN at March 25, 2020
  
Pro Forma Fair Value
Adjustment to NTN
Assets
  
Preliminary Purchase
Price
Allocation Pro Forma
Adjustment
 
Cash and cash equivalents
 
$
147,728
  
$
-
  
$
147,728
 
Accounts receivable
  
102,517
   
-
   
102,517
 
Prepaid expense and other current assets
  
329,596
   
-
   
329,596
 
Property and equipment, net
  
1,015,370
   
-
   
1,015,370
 
Software development costs
  
1,296,460
   
(368,460
)
  
928,000
 
Customers
  
-
   
548,000
   
548,000
 
Trade name
  
-
   
299,000
   
299,000
 
Accounts payable, accrued liabilities and other current liabilities
  
(3,781,173
)
  
-
   
(3,781,173
)
Net assets acquired, excluding goodwill
 
$
(889,502
)
 
$
478,540
  
$
(410,962
)
             
Total consideration
 
$
8,177,614
         
Net assets acquired, excluding goodwill
  
(410,962
)
        
Goodwill
 
$
8,588,576
         
Disposition Details
In the Disposition, the Company sold specified NTN assets and liabilities acquired as a result of the reverse acquisition to eGames.com, an unrelated party, for cash consideration of $2,000,000. Details of the Disposition are as follows:

Proceeds from sale:
   
Cash
 
$
132,055
 
Escrow
  
100,000
 
Assume advance/loans
  
1,700,000
 
Interest on advance/loans
  
67,945
 
     
Carrying value of assets sold:
    
Cash and cash equivalents
  
(13,461
)
Accounts receivable
  
(75,153
)
Prepaids and other current assets
  
(123,769
)
Property and equipment, net
  
(1,013,950
)
Software development costs
  
(927,368
)
Customers
  
(548,000
)
Trade name
  
(299,000
)
Goodwill
  
(8,588,576
)
Other assets
  
(103,173
)
     
Liabilities transferred upon sale:
    
Accounts payable and accrued expenses
  
113,156
 
Obligations under finance leases
  
16,676
 
Lease liability
  
25,655
 
Deferred revenue
  
54,803
 
Other current liabilities
  
148,987
 
     
Transaction costs
  
(265,000
)
     
Total loss on sale of assets
 
$
(9,598,173
)
Pro Forma Financial Information
Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the merger had been completed as of January 1, 2020, the transaction costs would have been expensed in the prior period.
 
  
Three Months Ended March 31,
 
  
2021
  
2020
 
        
Net loss attributable to common stockholders
 
$
(17,702,334
)
 
$
(1,019,212
)
         
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.64
)
 
$
(0.06
)