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Merger, Disposition and Acquisition Transactions (Tables)
12 Months Ended
Dec. 31, 2021
Merger, Disposition and Acquisition Transactions [Abstract]  
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values
The allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows:
   
Historical
Balance
Sheet of
Brooklyn at
March 25, 2020
   
Fair Value
Adjustment
to Brooklyn
Pre-Merger
Assets
   
Purchase
Price
Allocation Pro
Forma
Adjustment
 
Cash and cash equivalents
 
$
148,000
   
$
-
   
$
148,000
 
Accounts receivable
   
103,000
     
-
     
103,000
 
Prepaid expense and other current assets
   
329,000
     
-
     
329,000
 
Property and equipment, net
   
1,015,000
     
-
     
1,015,000
 
Software development costs
   
1,296,000
     
(368,000
)
   
928,000
 
Customers
   
-
     
548,000
     
548,000
 
Trade name
   
-
     
299,000
     
299,000
 
Accounts payable, accrued liabilities and other current liabilities
   
(3,781,000
)
   
-
     
(3,781,000
)
Net assets acquired, excluding goodwill
 
$
(890,000
)
 
$
479,000
   
$
(411,000
)
                         
Total consideration
 
$
8,178,000
                 
Net assets acquired, excluding goodwill
   
(411,000
)
               
Goodwill
 
$
8,589,000
                 
Disposition Details
On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated (under the name NTN Buzztime, Inc.) prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows:

Proceeds from sale:
     
Cash
 
$
132,000
 
Escrow
   
50,000
 
Assume advance/loans
   
1,700,000
 
Interest on advance/loans
   
68,000
 
         
Carrying value of assets sold:
       
Cash and cash equivalents
   
(14,000
)
Accounts receivable
   
(75,000
)
Prepaids and other current assets
   
(124,000
)
Property and equipment, net
   
(1,014,000
)
Software development costs
   
(927,000
)
Customers
   
(548,000
)
Trade name
   
(299,000
)
Goodwill
   
(8,589,000
)
Other assets
   
(103,000
)
         
Liabilities transferred upon sale:
       
Accounts payable and accrued expenses
   
113,000
 
Obligations under finance leases
   
17,000
 
Lease liability
   
26,000
 
Deferred revenue
   
55,000
 
Other current liabilities
   
149,000
 
         
Transaction costs
   
(265,000
)
         
Total loss on sale of assets
 
$
(9,648,000
)
Pro Forma Financial Information
The following unaudited pro forma financial information summarizes the results of operations for the years months ended December 31, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition had been completed as of January 1, 2020, the transaction costs would have been expensed in the prior period.


   
Years ended December 31,
 
   
2021
   
2020
 
Net loss attributable to common stockholders
 
$
(122,306,000
)
 
$
(26,547,000
)
                 
Basic and diluted net loss per share attributable to common stockholders
 
$
(2.82
)
 
$
(1.51
)
Fair Value of Asset Acquired The resulting fair value of the asset acquired is as follows:

   
Fair Value of
Consideration
 
Cash paid
 
$
22,882,000
 
Cash acquired
   
(28,000
)
Unrestricted shares
   
36,628,000
 
Restricted shares
   
22,056,000
 
Total fair value of consideration paid
   
81,538,000
 
Less amount of cash paid for NoveCite investment
   
(1,000,000
)
Fair value of IPR&D acquired
 
$
80,538,000