MERGER, DISPOSITION AND ACQUISITION TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2022

MERGER, DISPOSITION AND ACQUISITION TRANSACTIONS [Abstract]

Tangible and Intangible Assets Acquired and Liabilities Assumed, Based on Estimated Fair Values

The allocation of the 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 (in thousands):

	Historical Balance Sheet of Brooklyn at March 25, 2021			Fair Value Adjustment to Brooklyn Pre-Merger Assets			Price Purchase Allocation
Cash and cash equivalents	$	148		$	-		$	148
Accounts receivable		103			-			103
Prepaid expense and other current assets		329			-			329
Property and equipment, net		1,015			-			1,015
Software development costs		1,296			(368	)		928
Customers		-			548			548
Trade name		-			299			299
Accounts payable, accrued liabilities and other current
liabilities		(3,781	)		-			(3,781	)
Net assets acquired, excluding goodwill	$	(890	)	$	479		$	(411	)
Total consideration	$	8,178
Net assets acquired, excluding goodwill		(411	)
Goodwill	$	8,589

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 $2.0 million 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 (in thousands):

Proceeds from sale:
Cash	$	132
Escrow		100
Assume advance/loans		1,700
Interest on advance/loans		68
Carrying value of assets sold:
Cash and cash equivalents		(14	)
Accounts receivable		(75	)
Prepaids and other current assets		(124	)
Property and equipment, net		(1,014	)
Software development costs		(927	)
Customers		(548	)
Trade name		(299	)
Goodwill		(8,589	)
Other assets		(103	)
Liabilities transferred upon sale:
Accounts payable and accrued expenses		113
Obligations under finance leases		17
Lease liability		26
Deferred revenue		55
Other current liabilities		149
Transaction costs		(265	)
Total loss on sale of assets	$	(9,598	)

Fair Value of Asset Acquired

The resulting fair value of the asset acquired is as follows (in thousands):

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