þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 33-0637631 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) | |||
Page | ||
PART I | ||
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
PART III | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
PART IV | ||
Item 15. | ||
SIGNATURES | ||
EXHIBITS | ||
• | "Function(x)" refers to Function(x) Inc., a Delaware corporation (also herein referred to as the "Company") |
• | "Wetpaint" refers to Wetpaint.com Inc., a Delaware corporation (also herein referred to as "Wetpaint" and/or "Wetpaint.com") |
• | "Rant" refers to Rant Inc., a Delaware corporation |
• | "Choose Digital" refers to Choose Digital Inc., a Delaware corporation |
• | "DraftDay" refers to DraftDay.com (also herein referred to as "DDGG" and/or "DraftDay Business") |
• | "Perk" refers to Perk.com, Inc., an Ontario corporation whose shares are currently traded on the Toronto Stock Exchange |
• | "We", "us" and "our" refer to Function(x) and its subsidiaries, individually, or in any combination |
• | "Fiscal 2016" refers to our current fiscal year, July 1, 2015 to June 30, 2016 |
• | "SFX" refers to SFX Entertainment Inc., a company affiliated with Robert F.X. Sillerman, the Company's Executive Chairman, Chief Executive Officer, and a Director (hereinafter, "Mr. Sillerman") |
• | "SIC" refers to Sillerman Investment Company, LLC, a company affiliated with Mr. Sillerman |
• | "SIC II" refers to Sillerman Investment Company II, LLC, a company affiliated with Mr. Sillerman |
• | "SIC III" refers to Sillerman Investment Company III, LLC, a company affiliated with Mr. Sillerman |
• | "SIC IV" refers to Sillerman Investment Company IV, LLC, a company affiliated with Mr. Sillerman |
• | "SIC VI" refers to Sillerman Investment Company VI, LLC, a company affiliated with Mr. Sillerman |
• | "Reverse Stock Split" refers to the reverse stock split we effected on September 16, 2016, whereby shareholders are entitled to receive one share for each 20 shares of our common stock. |
ITEM 1. | BUSINESS |
• | 1,500,000 shares of Perk common shares free and clear of all liens, less the number of shares of Perk common shares applied to the repayment of principal and interest of the credit facility described below (the “Initial Perk Shares”); |
• | 2,000,000 shares of Perk common shares if Perk’s combined revenue, as calculated pursuant to the Perk Agreement, is at least $130,000 for the calendar year commencing on January 1, 2016 or January 1, 2017 (the “Earn-Out”); |
• | A warrant (“Warrant 1”) entitling us to purchase 1,000,000 shares of Perk common shares at a strike price of CDN $6.25 per share in the event the volume weighted average price (“VWAP”) of shares of Perk common shares is greater than or equal to CDN $12.50 per share for 20 consecutive trading days in the two year period following the closing of the Perk.com Transaction; |
• | A warrant (“Warrant 2”, and together with Warrant 1, the “Perk Warrants”) entitling the us purchase 1,000,000 shares of Perk common shares at a strike price of CDN $6.25 per share in the event that the VWAP of Perk common shares is greater than or equal to CDN $18.75 per share for 20 consecutive trading days in the two year period following the closing of the Perk.com Transaction; and |
• | Perk also assumed certain of our liabilities, including points liability. |
• | The shares of Series C Convertible Redeemable Preferred Stock have a stated value of $1,000 per share (the "Stated Value".) |
• | Each holder of a share of Series C Convertible Redeemable Preferred Stock shall be entitled to receive dividends (“Dividends”) on such share equal to twelve percent (12%) per annum (the “Dividend Rate”) of the Stated Value before any Dividends shall be declared, set apart for or paid upon any junior stock or parity stock. Dividends on a share of Series C Preferred Stock shall accrue daily at the Dividend Rate, commence accruing on the issuance date thereof, compound annually, be computed on the basis of a 360-day year consisting of twelve 30-day months and be convertible into common stock in connection with the conversion of such share of Series C Preferred Stock. |
• | We may redeem any or all of the outstanding Series C Preferred Stock at any time at the then current Stated Value plus accrued Dividends thereon plus a redemption premium equal to the Stated Value multiplied by 6%. However, no premium shall be due on the use of up to 33% of proceeds of a public offering of common stock at a price of $5.00 or more per share. |
• | The shares of Series C Preferred Stock are senior in liquidation preference to all shares of our capital stock unless otherwise consented to by a majority of the holders of shares of Series C Preferred Stock. |
• | The shares of Series C Preferred Stock shall have no voting rights except as required by law. |
• | The consent of the holders of a majority of the shares of Series C Preferred Stock is necessary for us to amend the Series C certificate of designation. |
• | The Series C Preferred Stock is no longer convertible into common stock, except in accordance with the Exchange Agreement. |
• | segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions, and (iii) the custody of assets. |
• | retain additional accounting personnel to focus on disclosure controls, risk assessment, financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of our consolidated financial statements. |
ITEM 1A. | RISK FACTORS |
• | Digital publishing network providing original content in sports, entertainment and pets |
• | Digital marketplace powering some of the largest loyalty programs |
• | Digital content providers |
• | Companies with daily fantasy sports offerings |
Location | Name of Property | Type/Use of Property | Approximate Size | Owned or Leased | ||||
902 Broadway 11th Floor New York, NY | Corporate Office | Corporate Headquarters | 16,500 sq. ft. | Leased until April 2022 | ||||
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | Mine Safety Disclosures |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
High | Low | |||||
2015 | ||||||
First quarter | $ | 114.00 | $ | 39.00 | ||
Second quarter | $ | 97.60 | $ | 25.40 | ||
Third quarter | $ | 72.20 | $ | 26.20 | ||
Fourth quarter | $ | 84.80 | $ | 27.40 | ||
2016 | ||||||
First quarter | $ | 43.40 | $ | 16.00 | ||
Second quarter | $ | 21.40 | $ | 7.00 | ||
Third quarter | $ | 16.40 | $ | 4.00 | ||
Fourth quarter | $ | 11.60 | $ | 4.80 | ||
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options Warrants, and Rights | (c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||
Equity compensation plans approved by security holders (1) | 82 | $ | 238.40 | 15 | |||||
Equity compensation plans not approved by security holders (none) | — | — | — | ||||||
ITEM 6. | Selected Financial Data |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | 1,500,000 shares of Perk common shares free and clear of all liens, less the number of shares of Perk common shares applied to the repayment of principal and interest of the credit facility described below (the “Initial Perk Shares”); |
• | 2,000,000 shares of Perk common shares if Perk’s combined revenue, as calculated pursuant to the Perk Agreement, is at least $130,000 for the calendar year commencing on January 1, 2016 or January 1, 2017 (the “Earn-Out”); |
• | A warrant (“Warrant 1”) entitling us to purchase 1,000,000 shares of Perk common shares at a strike price of CDN $6.25 per share in the event the volume weighted average price (“VWAP”) of shares of Perk common shares is greater than or equal to CDN $12.50 per share for 20 consecutive trading days in the two year period following the closing of the Perk.com Transaction; |
• | A warrant (“Warrant 2”, and together with Warrant 1, the “Perk Warrants”) entitling the us purchase 1,000,000 shares of Perk common shares at a strike price of CDN $6.25 per share in the event that the VWAP of Perk common shares is greater than or equal to CDN $18.75 per share for 20 consecutive trading days in the two year period following the closing of the Perk.com Transaction; and |
• | Perk also assumed certain of our liabilities, including points liability. |
• | The shares of Series C Convertible Redeemable Preferred Stock have a stated value of $1,000 per share. |
• | Each holder of a share of Series C Convertible Redeemable Preferred Stock shall be entitled to receive dividends (“Dividends”) on such share equal to twelve percent (12%) per annum (the “Dividend Rate”) of the Stated Value before any Dividends shall be declared, set apart for or paid upon any junior stock or parity stock. Dividends on a share of Series C Preferred Stock shall accrue daily at the Dividend Rate, commence accruing on the issuance date thereof, |
• | We may redeem any or all of the outstanding Series C Preferred Stock at any time at the then current Stated Value plus accrued Dividends thereon plus a redemption premium equal to the Stated Value multiplied by 6%. However, no premium shall be due on the use of up to 33% of proceeds of a public offering of common stock at a price of $5.00 or more per share. |
• | The shares of Series C Preferred Stock are senior in liquidation preference to all shares of our capital stock unless otherwise consented to by a majority of the holders of shares of Series C Preferred Stock. |
• | The shares of Series C Preferred Stock shall have no voting rights except as required by law. |
• | The consent of the holders of a majority of the shares of Series C Preferred Stock is necessary for us to amend the Series C certificate of designation. |
• | The Series C Preferred Stock is no longer convertible into common stock, except in accordance with the Exchange Agreement. |
• | segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions, and (iii) the custody of assets. |
• | retain additional accounting personnel to focus on disclosure controls, risk assessment, financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of our consolidated financial statements. |
Year Ended June 30, 2016 | Year Ended June 30, 2015 | Variance | |||||||||
Revenues | $ | 4,509 | $ | 5,674 | $ | (1,165 | ) | ||||
Selling, general and administrative expenses | (29,324 | ) | (47,072 | ) | 17,748 | ||||||
Impairment loss (see Note 3) | (28,541 | ) | (2,085 | ) | (26,456 | ) | |||||
Operating loss | (53,356 | ) | (43,483 | ) | (9,873 | ) | |||||
Other expense, net: | |||||||||||
Other (expense)/income, net | (23 | ) | 6 | (29 | ) | ||||||
Interest expense, net | (3,788 | ) | (2,050 | ) | (1,738 | ) | |||||
Total other expense, net | (3,811 | ) | (2,044 | ) | (1,767 | ) | |||||
Net loss before provision for income taxes | (57,167 | ) | (45,527 | ) | (11,640 | ) | |||||
Income tax expense | — | — | — | ||||||||
Net loss from continuing operations | $ | (57,167 | ) | $ | (45,527 | ) | $ | (11,640 | ) | ||
Year Ended June 30, 2016 | Year Ended June 30, 2015 | Variance | ||||||||||
Revenues by segment: | ||||||||||||
Wetpaint | $ | 1,533 | $ | 3,454 | $ | (1,921 | ) | |||||
Choose Digital | 1,949 | 1,703 | 246 | |||||||||
DDGG | 528 | — | 528 | |||||||||
Other | 499 | 517 | (18 | ) | ||||||||
Total | $ | 4,509 | $ | 5,674 | $ | (1,165 | ) | |||||
Year Ended June 30, 2016 | Year Ended June 30, 2015 | Variance | ||||||||||
Selling, general and administrative expenses by segment: | ||||||||||||
Wetpaint | $ | 6,966 | $ | 12,201 | $ | (5,235 | ) | |||||
Choose Digital | 3,904 | 6,362 | (2,458 | ) | ||||||||
DDGG | 4,974 | — | 4,974 | |||||||||
Other | 13,480 | 28,509 | (15,029 | ) | ||||||||
$ | 29,324 | $ | 47,072 | $ | (17,748 | ) | ||||||
• | Stock based compensation decreased by $13,535 across the segments due to forfeiture of un-vested options and restricted stock units ("RSUs"), and due to the fact that a large portion of the expense in Fiscal 2015 related to options and RSUs issued as part of financing efforts. The cost of these issuances has been fully expensed. Stock compensation expense decreased as follows: $2,692 on the Wetpaint segment, $717 on the Choose Digital segment, and $10,126 on the Other segment, which represents expense on instruments issued for corporate financing activities. |
• | Personnel costs decreased by a net $1,242 across the segments: $1,592 decrease on the Wetpaint segment, $818 decrease on the Choose Digital segment, and $446 increase on the Other segment. DDGG's personnel costs for the first year of operation amounted to $722, and offset the decreases in personnel costs in other segments. |
• | Professional fees expense increased by a net $1,842 across the segments due to the addition of DDGG's professional fees which amounted to $2,029, and offset decreases in fees in other segments. |
• | We recognized a loss on contingent consideration in Fiscal 2015 of $2,222 in relation to the Choose Digital acquisition, no such losses were recognized in Fiscal 2016 as the liability contingency expired at the end of fiscal 2015 and the change in contingent consideration expense year over year in relation to the Choose Digital acquisition was $2,222. |
Description | Year Ended June 30, 2016 | Year Ended June 30, 2015 | |||||
Net cash used in operating activities | $ | (9,595 | ) | $ | (30,695 | ) | |
Net cash used in investing activities | — | (1,164 | ) | ||||
Net cash provided by financing activities | 5,915 | 36,069 | |||||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Function(x) Inc. | Page |
Report of Independent Registered Public Accounting Firm | |
Consolidated Balance Sheets as of June 30, 2016 and 2015 | |
Consolidated Statements of Operations for the years ended June 30, 2016 and 2015 | |
Consolidated Statements of Comprehensive Loss for the years ended June 30, 2016 and 2015 | |
Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended June 30, 2016 and 2015 | |
Consolidated Statements of Cash Flows for the years ended June 30, 2016 and 2015 | |
Notes to Consolidated Financial Statements | |
/s/ BDO USA, LLP | |||
June 30, 2016 | June 30, 2015 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 537 | $ | 4,217 | |||
Marketable securities | 2,495 | — | |||||
Accounts receivable (net of allowance for doubtful accounts of $20 at June 30, 2016 and 2015) | 307 | 838 | |||||
Prepaid expenses | 226 | 483 | |||||
Other receivables | 114 | 661 | |||||
Other current assets | 110 | — | |||||
Current assets of discontinued operations | 39 | 3,431 | |||||
Total current assets | 3,828 | 9,630 | |||||
Restricted cash | 440 | 695 | |||||
Property & equipment, net | 1,414 | 2,334 | |||||
Intangible assets, net | 5,339 | 18,683 | |||||
Goodwill | 11,270 | 24,722 | |||||
Other assets | 748 | 270 | |||||
Non-current assets of discontinued operations | — | 13,895 | |||||
Total assets | $ | 23,039 | $ | 70,229 | |||
Liabilities, convertible redeemable preferred stock and stockholders' (deficit) equity | |||||||
Current liabilities: | |||||||
Accounts payable and accrued expenses | $ | 11,625 | $ | 10,040 | |||
Deferred revenue | 637 | 593 | |||||
Current portion of loans payable | 8,996 | 1,575 | |||||
Current liabilities of discontinued operations | 2,851 | 13,278 | |||||
Total current liabilities | 24,109 | 25,486 | |||||
Loans payable, less current portion | 19,716 | 22,516 | |||||
Deferred revenue | 3,429 | 3,854 | |||||
Common stock warrant liability | 10 | 10 | |||||
Other long-term liabilities | 951 | 1,678 | |||||
Non-current liabilities of discontinued operations | — | 538 | |||||
Total liabilities | 48,215 | 54,082 | |||||
Series A Convertible Redeemable Preferred Stock, $1,000 stated value, authorized 100,000 shares, issued and outstanding -0- shares as of June 30, 2016 and 2015 | — | — | |||||
Series C Convertible Redeemable Preferred Stock, $1,000 stated value, authorized 100,000 shares, issued and outstanding of 3,000 and 10,000 shares as of June 30, 2016 and 2015, respectively | 4,940 | 11,815 | |||||
Commitments and contingencies | |||||||
Stockholders' (deficit) equity: | |||||||
Series B Convertible Preferred Stock, $1,000 stated value, authorized 50,000 shares, issued and outstanding -0- shares as of June 30, 2016 and 2015 | — | — | |||||
Series D Convertible Preferred Stock, $1,000 stated value, authorized 150 shares, issued and outstanding -0- shares as of June 30, 2016 and 2015 | — | — | |||||
Common stock, $0.001 par value: authorized 15,000,000 shares, issued and outstanding 3,023,753 and 1,169,156 shares as of June 30, 2016 and 2015, respectively | 3 | 1 | |||||
Additional paid-in-capital | 409,765 | 383,607 | |||||
Treasury stock, 10,758 shares at June 30, 2016 and 2015 | (11,916 | ) | (11,916 | ) | |||
Accumulated deficit | (428,380 | ) | (367,360 | ) | |||
Accumulated other comprehensive loss | (361 | ) | — | ||||
Non-controlling interest | 773 | — | |||||
Total stockholders' (deficit) equity | (30,116 | ) | 4,332 | ||||
Total liabilities, convertible redeemable preferred stock and stockholders' (deficit) equity | $ | 23,039 | $ | 70,229 | |||
Year Ended June 30, 2016 | Year Ended June 30, 2015 | ||||||
Revenues | $ | 4,509 | $ | 5,674 | |||
Selling, general and administrative expenses | (29,324 | ) | (47,072 | ) | |||
Impairment loss (see Note 8) | (28,541 | ) | (2,085 | ) | |||
Operating loss | (53,356 | ) | (43,483 | ) | |||
Other income (expense): | |||||||
Other income, net | (23 | ) | 6 | ||||
Interest expense, net | (3,788 | ) | (2,050 | ) | |||
Total other expense, net | (3,811 | ) | (2,044 | ) | |||
Net loss before provision for income taxes | (57,167 | ) | (45,527 | ) | |||
Income tax expense | — | — | |||||
Net loss from continuing operations | (57,167 | ) | (45,527 | ) | |||
Net loss from discontinued operations, net of tax | (6,522 | ) | (33,012 | ) | |||
Net loss | (63,689 | ) | (78,539 | ) | |||
Accretion of Convertible Redeemable Preferred Stock | 280 | 135 | |||||
Undeclared Series C Convertible Redeemable Preferred Stock Dividend | (1,156 | ) | (468 | ) | |||
Add: Net loss attributable to non-controlling interest | $ | 1,826 | $ | — | |||
Net loss attributable to common stockholders | $ | (62,739 | ) | $ | (78,872 | ) | |
Net loss per common stock - basic and diluted: | |||||||
Continuing operations | $ | (33.03 | ) | $ | (54.78 | ) | |
Discontinued operations | $ | (3.83 | ) | $ | (39.44 | ) | |
Net loss per common stock attributable to common stockholders - basic and diluted | $ | (36.86 | ) | $ | (94.22 | ) | |
Weighted average common stock outstanding - basic and diluted | 1,702,080 | 837,093 | |||||
Year Ended June 30, 2016 | Year Ended June 30, 2015 | |||||
Net loss | $ | (63,689 | ) | $ | (78,539 | ) |
Other comprehensive income, net of tax | ||||||
Unrealized loss on available for sale securities | (361 | ) | — | |||
Other comprehensive loss | (361 | ) | — | |||
Comprehensive loss | $ | (64,050 | ) | $ | (78,539 | ) |
Common Stock | Class D Preferred Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Non-Controlling Interest | Total | |||||||||||||||||
Balance June 30, 2014 | $ | 1 | $ | — | $ | 340,178 | $ | (11,556 | ) | $ | — | $ | (288,821 | ) | $ | — | $ | 39,802 | ||||||
Net loss | (78,539 | ) | (78,539 | ) | ||||||||||||||||||||
Purchase of common stock from former officer | (360 | ) | (360 | ) | ||||||||||||||||||||
Accretion of Series C Convertible Redeemable Preferred Stock | 135 | 135 | ||||||||||||||||||||||
Undeclared Series C Preferred Stock Dividend | (468 | ) | (468 | ) | ||||||||||||||||||||
Common stock offerings | 12,459 | 12,459 | ||||||||||||||||||||||
Common stock issued for services | 208 | 208 | ||||||||||||||||||||||
Common stock issued in settlement of Blue Spike litigation | 139 | 139 | ||||||||||||||||||||||
Share based compensation in connection with Securities Purchase Agreement | 2,657 | 2,657 | ||||||||||||||||||||||
Restricted stock - share based compensation | 24,649 | 24,649 | ||||||||||||||||||||||
Employee stock options share based compensation | 3,650 | 3,650 | ||||||||||||||||||||||
Balance June 30, 2015 | $ | 1 | $ | — | $ | 383,607 | $ | (11,916 | ) | $ | — | $ | (367,360 | ) | $ | — | $ | 4,332 | ||||||
Net loss | (61,863 | ) | $ | (1,826 | ) | (63,689 | ) | |||||||||||||||||
Unrealized loss on marketable securities | (361 | ) | (361 | ) | ||||||||||||||||||||
Common stock issued for DraftDay acquisition | 1,755 | 610 | 2,365 | |||||||||||||||||||||
Common stock and warrants of Draftday issued for management service contracts | 1,733 | 1,733 | ||||||||||||||||||||||
Series A investment into DDGG | 256 | 256 | ||||||||||||||||||||||
Series D issuance | 110 | 110 | ||||||||||||||||||||||
Series D conversion to common stock | (110 | ) | 110 | — | ||||||||||||||||||||
Common stock issued for MGT debt conversion | 797 | 797 | ||||||||||||||||||||||
Conversion of Sillerman debt to common stock | 1 | 4,111 | 4,112 | |||||||||||||||||||||
Common stock issued for Kuusamo debt conversion | 71 | 71 | ||||||||||||||||||||||
Common stock issued to Coda search - debt conversion | 5 | 5 | ||||||||||||||||||||||
Common stock purchased - PP - Reaz Islam | 200 | 200 | ||||||||||||||||||||||
Accretion of Series C Convertible Redeemable Preferred Stock | 280 | 280 | ||||||||||||||||||||||
Undeclared Series C Preferred Stock Dividend | (1,156 | ) | (1,156 | ) | ||||||||||||||||||||
Series C conversion to common | 1 | 7,750 | 7,751 | |||||||||||||||||||||
Interest income on note receivable from shareholders | 2 | 2 | ||||||||||||||||||||||
Other matter related to Choose Digital RSUs (Note 12) | 843 | 843 | ||||||||||||||||||||||
Restricted stock - share based compensation | 11,998 | 11,998 | ||||||||||||||||||||||
Employee stock options - share based compensation | 235 | 235 | ||||||||||||||||||||||
Balance June 30, 2016 | $ | 3 | $ | — | $ | 409,765 | $ | (11,916 | ) | $ | (361 | ) | $ | (428,380 | ) | $ | 773 | $ | (30,116 | ) | ||||
Year Ended June 30, 2016 | Year Ended June 30, 2015 | ||||||
Operating activities: | |||||||
Net loss | $ | (63,689 | ) | $ | (78,539 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Restricted stock based compensation | 11,998 | 24,649 | |||||
Employee stock options - share based compensation | 235 | 3,650 | |||||
Share based compensation in connection with securities purchase agreement | — | 4,140 | |||||
Write-off of certain intangible assets related to Choose Digital | — | 2,086 | |||||
Stock issued for services | — | 208 | |||||
Stock issued in settlement of litigation | — | 139 | |||||
Gain on sale of a business | (1,262 | ) | — | ||||
Gain on settlement of accounts payable | (2,132 | ) | — | ||||
Fair value loss in financial assets | 376 | — | |||||
Loss on abandonment of assets | 173 | — | |||||
Loss on settlement of receivables | 549 | — | |||||
Impairment loss | 28,541 | — | |||||
Decrease in fair value of common stock warrants | — | (5 | ) | ||||
Increase in fair value of contingent consideration related to acquisitions | — | 2,222 | |||||
Accretion of note discount | 200 | 115 | |||||
Depreciation and amortization | 3,748 | 6,040 | |||||
Interest income on notes receivable from shareholders and officer | (2 | ) | — | ||||
Changes in operating assets and liabilities: | |||||||
Marketable securities | (148 | ) | — | ||||
Accounts receivable | 3,299 | (157 | ) | ||||
Other receivables | 547 | (581 | ) | ||||
Prepaid expenses | 2,065 | 316 | |||||
Other assets | 319 | 41 | |||||
Deferred revenue | (381 | ) | (818 | ) | |||
Points liability | (64 | ) | 4,102 | ||||
Accounts payable and accrued expenses | 6,213 | 1,737 | |||||
Other liabilities | (180 | ) | (40 | ) | |||
Net cash used in operating activities | (9,595 | ) | (30,695 | ) | |||
Investing activities: | |||||||
Purchase of property and equipment | — | (113 | ) | ||||
Capitalized software costs | — | (1,051 | ) | ||||
Net cash used in investing activities | — | (1,164 | ) | ||||
Financing activities: | |||||||
Issuance of common stock and warrants for cash | 200 | 12,459 | |||||
Proceeds from loans | 11,535 | 35,975 | |||||
Repayments on loans | (3,000 | ) | (27,000 | ) | |||
Sale of Class C Convertible Redeemable Preferred Stock | — | 10,000 | |||||
Purchase of common stock from former officer | — | (360 | ) | ||||
Restricted cash | — | 4,995 | |||||
Payments related to contingent consideration | (2,570 | ) | — | ||||
Repayment on notes payable | (250 | ) | — | ||||
Net cash provided by financing activities | 5,915 | 36,069 | |||||
Net change in cash | (3,680 | ) | 4,210 | ||||
Cash at beginning of period | 4,217 | 7 | |||||
Cash at end of period | $ | 537 | $ | 4,217 | |||
Supplemental cash flow information: | |||||||
Cash paid during the year for interest | $ | 110 | $ | 999 | |||
Landlord lease incentive build-out allowance | $ | — | $ | 449 | |||
Common stock and warrants issued for DraftDay acquisition | $ | 1,755 | $ | — | |||
DDGG common stock and warrants issued for DraftDay acquisition | $ | 610 | $ | — | |||
Notes issued for DraftDay acquisition | $ | 2,250 | $ | — | |||
Common stock and warrants issued for management service contracts | $ | 2,111 | $ | — | |||
Common stock issued for partially settled notes related to DraftDay acquisition | $ | 868 | $ | — | |||
Preferred Series D shares issued to partially settle notes related to DraftDay acquisition | $ | 110 | $ | — | |||
Settlement of Perk Loan in common stock | $ | 1,000 | $ | — | |||
Loans converted to common stock | $ | 4,117 | $ | — | |||
Preferred Series C shares converted to common stock | $ | 7,751 | $ | — | |||
Reversal of Choose Digital RSU liability (Note 12) | $ | 843 | $ | — | |||
• | Wetpaint: a media channel reporting original news stories and publishing information content covering top television shows, music, celebrities, entertainment news and fashion. |
• | Choose Digital: a business-to-business platform for delivering digital content. |
• | DDGG: a business-to-business operator of daily fantasy sports. |
For The Year Ended June 30, | ||||||||||||||||||||||||
Wetpaint | Choose Digital | DDGG | Total | |||||||||||||||||||||
In thousands of U.S. dollars | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||
External revenues | $ | 1,533 | $ | 3,454 | $ | 664 | $ | 848 | $ | 528 | $ | — | $ | 2,725 | $ | 4,302 | ||||||||
Inter-segment revenues (1) | — | — | 1,285 | 855 | — | — | 1,285 | 855 | ||||||||||||||||
Net loss, net of income taxes (2) | (27,560 | ) | (8,747 | ) | (7,621 | ) | (6,744 | ) | (5,194 | ) | — | (40,375 | ) | (15,491 | ) | |||||||||
Notes: | ||||||||||||||||||||||||
(1) In September 2014, the Choose Digital business began providing digital content to the Viggle business. These inter-segment revenues are presented at Choose Digital's cost in this schedule and in the consolidated statements of operations. | ||||||||||||||||||||||||
(2) The net loss figures presented exclude certain corporate expenses detailed in the reconciliation to the consolidated net loss below. | ||||||||||||||||||||||||
In thousands of U.S. dollars | Year Ended June 30, 2016 | Year Ended June 30, 2015 | ||||||
Revenues attributable to reportable segments | $ | 4,010 | $ | 5,157 | ||||
Licensing revenues related to SFX licensing agreement | 499 | 507 | ||||||
Other revenues | — | 10 | ||||||
Revenues per Consolidated Statements of Operations | $ | 4,509 | $ | 5,674 | ||||
In thousands of U.S. dollars | Year Ended June 30, 2016 | Year Ended June 30, 2015 | |||||||
Net loss for reportable segments, net of income taxes | $ | (40,375 | ) | $ | (15,491 | ) | |||
Other net loss | (72 | ) | (659 | ) | |||||
(40,447 | ) | (16,150 | ) | ||||||
Stock compensation related to corporate financing activities (1) | (11,017 | ) | (21,141 | ) | |||||
Corporate expenses, net allocated to discontinued operations (2) | (1,915 | ) | (3,262 | ) | |||||
Interest expense, net (3) | (3,788 | ) | (2,050 | ) | |||||
Loss on contingent consideration (4) | — | (2,222 | ) | ||||||
Corporate financing expenses | — | (702 | ) | ||||||
Consolidated net loss from continuing operations, net of tax | $ | (57,167 | ) | $ | (45,527 | ) | |||
Notes: | |||||||||
(1) Stock compensation expense related to RSUs, options and warrants issued in connection with financing activities. Expenses related to financing activities are considered to be corporate expenses and are not allocated to reportable segments. | |||||||||
(2) Certain corporate expenses were allocated to the Viggle business, however such expenses are not classified as discontinued operations because they are fixed and are not affected by the sales transaction. | |||||||||
(3) Interest expense related to corporate debt instruments is not allocated to reportable segments. | |||||||||
(4) Contingent consideration loss related to Choose Digital (see Note 6, Acquisitions). | |||||||||
June 30, | ||||||||||||||||||||||||
Wetpaint | Choose Digital | DDGG | Total | |||||||||||||||||||||
In thousands of U.S. dollars | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||
Total assets for reportable segments | $ | 8,495 | $ | 35,272 | $ | 5,416 | $ | 10,587 | $ | 3,740 | $ | — | $ | 17,651 | $ | 45,859 | ||||||||
In thousands of U.S. dollars | June 30, 2016 | June 30, 2015 | ||||||
Total assets for reportable segments | $ | 17,651 | $ | 45,859 | ||||
Other assets (1) | 5,349 | 8,723 | ||||||
Total consolidated assets, net of current and non-current assets of discontinued operations | $ | 23,000 | $ | 54,582 | ||||
Notes: | ||||||||
(1) Corporate assets that are not specifically related to any of the reporting units. | ||||||||
• | 1,370,000 shares of Perk common stock, a portion of which was placed in escrow to satisfy any potential indemnification claims; |
• | 2,000,000 shares of Perk common stock if Perk’s total revenues exceed USD $130,000 for the year ended December 31, 2016 or December 31, 2017; |
• | a warrant entitling the Company to purchase 1,000,000 shares of Perk common stock at a strike price of CDN $6.25 per share in the event the volume weighted average price (“VWAP”) of shares of Perk common stock is greater than or equal to CDN $12.50 for 20 consecutive trading days in the two year period following the closing of the transaction; |
• | a warrant entitling the Company to purchase 1,000,000 shares of Perk common stock at a strike price of CDN $6.25 per share in the event the volume weighted average price (“VWAP”) of shares of Perk common stock is greater than or equal to CDN $18.75 for 20 consecutive trading days in the two year period following the closing of the transaction; |
• | Perk assumed certain liabilities of the Company, consisting of the Viggle points liability. |
In thousands of U.S. dollars | Year Ended June 30, 2016 | Year Ended June 30, 2015 | ||||||||
Revenues | $ | 5,321 | $ | 19,852 | ||||||
Cost of watch points and engagement points | (3,416 | ) | (9,574 | ) | ||||||
Selling, general and administrative expenses | (12,553 | ) | (43,203 | ) | ||||||
Operating loss | (10,648 | ) | (32,925 | ) | ||||||
Other expense: | ||||||||||
Other income, net | 4,169 | — | ||||||||
Total other expense, net | 4,169 | — | ||||||||
Net loss before provision for income taxes | (6,479 | ) | (32,925 | ) | ||||||
Income tax expense | (43 | ) | (87 | ) | ||||||
Net loss from discontinued operations, net of tax | $ | (6,522 | ) | $ | (33,012 | ) | ||||
In thousands of U.S. dollars | Year Ended June 30, 2016 | Year Ended June 30, 2015 | ||||
Net cash used in operating activities | $ | (15,998 | ) | $ | (17,984 | ) |
Net cash used in investing activities | — | (843 | ) | |||
Net cash used in discontinued operations | $ | (15,998 | ) | $ | (18,827 | ) |
In thousands of U.S. dollars | June 30, 2016 | June 30, 2015 | ||||||
Current assets: | ||||||||
Accounts receivable, net | $ | 39 | $ | 3,281 | ||||
Prepaid expenses | — | 150 | ||||||
Current assets of discontinued operations | $ | 39 | $ | 3,431 | ||||
Non-current assets: | ||||||||
Property and equipment, net | $ | — | $ | 114 | ||||
Intangible assets, net | — | 2,630 | ||||||
Goodwill | — | 11,111 | ||||||
Other assets | — | 40 | ||||||
Non-current assets of discontinued operations | $ | — | $ | 13,895 | ||||
In thousands of U.S. dollars | June 30, 2016 | June 30, 2015 | ||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 2,634 | $ | 4,249 | ||||
Reward points payable | — | 9,029 | ||||||
Current portion of loan payable | 217 | — | ||||||
Current liabilities of discontinued operations | $ | 2,851 | $ | 13,278 | ||||
Non-current liabilities: | ||||||||
Other long-term liabilities | $ | — | $ | 538 | ||||
Non-current liabilities of discontinued operations | $ | — | $ | 538 | ||||
Consideration transferred: | |||
Shares of Viggle common stock on closing market price at issuance | $ | 1,760 | |
Notes issued to sellers | 2,250 | ||
Total consideration transferred | 4,010 | ||
Purchase allocation: | |||
Goodwill | 1,591 | ||
Intangible assets | 3,012 | ||
Other Assets | 799 | ||
Total liabilities | (1,392 | ) | |
$ | 4,010 | ||
Description | June 30, 2016 | June 30, 2015 | |||||
Leasehold Improvements | $ | 2,261 | $ | 2,886 | |||
Furniture and Fixtures | 588 | 588 | |||||
Computer Equipment | 456 | 458 | |||||
Software | 164 | 5 | |||||
Total | 3,469 | 3,937 | |||||
Accumulated Depreciation and Amortization | (2,055 | ) | (1,603 | ) | |||
Property and Equipment, net | $ | 1,414 | $ | 2,334 | |||
June 30, 2016 | June 30, 2015 | |||||||||||||||||||
Amortization | Accumulated | Carrying | Accumulated | Carrying | ||||||||||||||||
Description | Period | Amount | Amortization | Value | Amount | Amortization | Value | |||||||||||||
Wetpaint technology | 60 months | $ | 4,952 | $ | (3,276 | ) | $ | 1,676 | $ | 10,600 | $ | (2,336 | ) | $ | 8,264 | |||||
Wetpaint trademarks | 276 months | 1,453 | (415 | ) | 1,038 | 5,800 | (296 | ) | 5,504 | |||||||||||
Wetpaint customer relationships | 60 months | 917 | (827 | ) | 90 | 2,000 | (617 | ) | 1,383 | |||||||||||
Wetpaint non-compete agreements | 36 months | — | — | — | 609 | (313 | ) | 296 | ||||||||||||
Choose Digital licenses | 60 months | 829 | (559 | ) | 270 | 1,740 | (355 | ) | 1,385 | |||||||||||
Choose Digital software | 60 months | 627 | (212 | ) | 415 | 550 | (112 | ) | 438 | |||||||||||
DraftDay tradename | 84 months | 180 | (38 | ) | 142 | — | — | — | ||||||||||||
Draftday non-compete agreements | 6 months | 30 | (30 | ) | — | — | — | — | ||||||||||||
DraftDay internally generated capitalized software | 60 months | 1,498 | (303 | ) | 1,195 | — | — | — | ||||||||||||
DraftDay customer relationships | 24 months | 556 | (351 | ) | 205 | — | — | — | ||||||||||||
Internally generated capitalized software | 36 months | — | — | — | 1,610 | (515 | ) | 1,095 | ||||||||||||
Other | various | 326 | (18 | ) | 308 | 326 | (8 | ) | 318 | |||||||||||
Total | $ | 11,368 | $ | (6,029 | ) | $ | 5,339 | $ | 23,235 | $ | (4,552 | ) | $ | 18,683 | ||||||
Years Ending June 30 | Amount | ||
2017 | $ | 1,194 | |
2018 | 966 | ||
2019 | 919 | ||
2020 | 919 | ||
2021 | 670 | ||
Description | Amount | ||
Balance at June 30, 2015 | $ | 24,722 | |
Acquisition of DDGG | 1,591 | ||
Wetpaint impairment loss | (10,708 | ) | |
Choose Digital impairment loss | (4,335 | ) | |
Balance at June 30, 2016 | $ | 11,270 | |
Total | Outstanding Balances | |||||||||
Facility Name | Maturity Date | Facility Amount | June 30, 2016 | June 30, 2015 | ||||||
Term Loan Agreement ("DB Line") | Retired | $ | 15,000 | $ | — | $ | — | |||
Line of Credit Promissory Note (the "Note") | 10/24/2017 | 20,000 | 19,716 | 19,516 | ||||||
Unsecured Demand Loans (the "Loans") | On Demand | — | — | 1,575 | ||||||
Line of Credit Grid Note (the "Grid Note") | 12/31/2016 | 10,000 | 4,563 | 3,000 | ||||||
Secured Line of Credit (the "Secured Revolving Loan I") | 12/31/2016 | 1,500 | 1,500 | — | ||||||
Secured Line of Credit (the "Secured Revolving Line of Credit") | 12/31/2016 | 500 | 500 | — | ||||||
Secured Revolving Loan (the "Secured Revolving Loan") | 12/31/2016 | 500 | 500 | — | ||||||
Secured Revolving Loan II (the "Secured Revolving Loan II") | 12/31/2016 | 500 | 500 | — | ||||||
Secured Revolving Loan III (the "Secured Revolving Revolving Loan III") | 12/31/2016 | 1,200 | 135 | — | ||||||
Convertible Promissory Note (the "RI Convertible Note") | 12/31/2016 | 300 | 300 | — | ||||||
MGT Promissory Notes (the "MGT Promissory Notes") | 7/31/2016 | 2,109 | 943 | — | ||||||
Kuusamo Promissory Notes (the "Kuusamo Promissory Notes") | 3/8/2016 | 141 | 55 | — | ||||||
Total Loans Payable | $ | 28,712 | $ | 24,091 | ||||||
Date | Amount | |||
December 19, 2014 | $ | 2,000 | ||
January 14, 2015 | 2,000 | |||
January 30, 2015 | 2,000 | |||
February 13, 2015 | 750 | |||
February 26, 2015 | 1,000 | |||
March 2, 2015 | 1,000 | |||
March 16, 2015 | 3,000 | |||
April 20, 2015 | 1,000 | |||
May 5, 2015 | 500 | |||
May 14, 2015 | 325 | |||
Total | $ | 13,575 | ||
Date | Amount | |||
6/11/2015 | $ | 1,000 | ||
6/24/2015 | 2,000 | |||
7/31/2015 | 1,000 | |||
8/31/2015 | 2,000 | |||
9/15/2015 | 1,000 | |||
9/29/2015 | 1,000 | |||
10/13/2015 | 500 | |||
10/30/2015 | 600 | |||
11/25/2015 | 1,000 | |||
Total | $ | 10,100 | ||
Date | Amount | ||
12/14/2015 | $ | 667 | |
12/23/2015 | 333 | ||
Total | $ | 1,000 | |
Years Ending June 30, | Amount | ||
2017 | $ | 466 | |
2018 | 490 | ||
2019 | 688 | ||
2020 | 729 | ||
2021 | 749 | ||
Thereafter | 640 | ||
Total | $ | 3,762 | |
• | The shares of Series A Convertible Redeemable Preferred Stock had an initial stated value of $1,000 per share (the "Stated Value"). |
• | The shares of Series A Convertible Redeemable Preferred Stock were entitled to receive quarterly cumulative dividends at a rate equal to 7% per annum of the Stated Value whenever funds are legally available and when and as declared by the Company's board of directors. If the Company declared a dividend or the distribution of its assets, the holders of Series A Convertible Redeemable Preferred Stock were entitled to participate in the distribution to the same extent as if they had converted each share of Series A Convertible Redeemable Preferred Stock held into Company common stock. |
• | Each share of Series A Convertible Redeemable Preferred Stock was convertible, at the option of the holders, into shares of Company common stock at a conversion price of $23.00. |
• | The Company could redeem any or all of the outstanding Series A Convertible Redeemable Preferred Stock at any time at the then current Stated Value, subject to a redemption premium of (i) 8% if redeemed prior to the one year anniversary of the initial issuance date; (ii) 6% if redeemed on or after the one year anniversary of the initial issuance date and prior to the two year anniversary of the initial issuance date; (iii) 4% if redeemed on or after the two year anniversary of the initial issuance date and prior to the three year anniversary of the initial issuance date; (iv) 2% if redeemed on or after the three year anniversary of the initial issuance date and prior to the 42 months anniversary of the initial issuance date; and (v) 0% if redeemed on or after the 42 months anniversary of the initial issuance date. However, no premium was due on the use of up to 33% of proceeds of a public offering of common stock at a price of $80.00 or more per share. |
• | The Company was required to redeem the Series A Convertible Redeemable Preferred Stock on the fifth anniversary of its issuance. |
• | Upon a change of control of the Company, the holders of Series A Convertible Redeemable Preferred Stock were entitled to a change of control premium of (i) 8% if redeemed prior to the one year anniversary of the initial issuance date; (ii) 6% if redeemed on or after the one year anniversary of the initial issuance date and prior to the two year anniversary of the initial issuance date; (iii) 4% if redeemed on or after the two year anniversary of the initial issuance date and prior to the three year anniversary of the initial issuance date; (iv) 2% if redeemed on or after the three year anniversary of the initial issuance date and prior to the 42 months anniversary of the initial issuance date; and (v) 0% if redeemed on or after the 42 months anniversary of the initial issuance date. |
• | The shares of Series A Convertible Redeemable Preferred Stock were senior in liquidation preference to the shares of Company common stock. |
• | The shares of Series A Convertible Redeemable Preferred Stock had no voting rights except as required by law. |
• | The consent of the holders of 51% of the outstanding shares of Series A Convertible Redeemable Preferred Stock was necessary for the Company to: (i) create or issue any Company capital stock (or any securities convertible into any Company capital stock) having rights, preferences or privileges senior to or on parity with the Series A Convertible Redeemable Preferred Stock; or (ii) amend the Series A Convertible Redeemable Preferred Stock. |
• | The shares of Series B Convertible Preferred Stock had an initial stated value of $1,000 per share. |
• | The shares of Series B Convertible Preferred Stock were convertible, at the option of the holders, into shares of Company common stock at a conversion price of $23.00. The shares of Series B Convertible Preferred Stock could only be converted from and after the earlier of either of: (x) the first trading day immediately following (i) the closing sale price of the Company's common stock being equal to or greater than $33.40 per share (as adjusted for stock dividends, stock splits, stock combinations and other similar transactions occurring with respect to the Company's common stock from and after the initial issuance date) for a period of five consecutive trading days following the initial issuance date and (ii) the average daily trading volume of the Company's common stock (as reported on Bloomberg) on the principal securities exchange or trading market where the Company's common stock is listed or traded during the measuring period equaling or exceeding 1,250 shares of Company's common stock per trading day (the conditions set forth in the immediately preceding clauses (i) and (ii) are referred to herein as the “Trading Price Conditions”) or (y) immediately prior to the consummation of a “fundamental transaction”, regardless of whether the Trading Price Conditions have been satisfied prior to such time. A “fundamental transaction” is defined as (i) a sale of all or substantially all of the assets of the Company, (ii) a sale of at least 90%of the shares of capital stock of the Company or (iii) a merger, consolidation or other business combination as a result of which the holders of capital stock of the Company prior to such merger, consolidation or other business combination (as the case may be) hold in the aggregate less than 50% of the Voting Stock of the surviving entity immediately following the consummation of such merger, consolidation or other business combination (as the case may be), in each case of clauses (i), (ii) and (iii), the Board determined that the aggregate implied value of the Company's capital stock in such transaction was equal to or greater than $125,000. |
• | The shares of Series B Convertible Preferred Stock were not redeemable by either the Company or the holders thereof. |
• | The shares of Series B Convertible Preferred Stock were on parity in dividends and liquidation preference with the shares of Company common stock, which were payable only if then convertible into common stock. |
• | The shares of Series B Convertible Preferred Stock had no voting rights except as required by law. |
• | The consent of the holders of 51% of the outstanding shares of Series B Convertible Preferred Stock was necessary for the Company to alter, amend or change any of the terms of the Series B Convertible Preferred Stock. |
• | The shares of Series C Convertible Redeemable Preferred Stock have a stated value of $1,000 per share. |
• | Each holder of a share of Series C Convertible Redeemable Preferred Stock shall be entitled to receive dividends (“Dividends”) on such share equal to twelve percent (12%) per annum (the “Dividend Rate”) of the Stated Value before any Dividends shall be declared, set apart for or paid upon any junior stock or parity stock. Dividends on a share of Series C Convertible Redeemable Preferred Stock shall accrue daily at the Dividend Rate, commence accruing on the |
• | Each share of Series C Convertible Redeemable Preferred Stock is convertible, at the option of the holders, on the basis of its stated value and accrued, but unpaid dividends, into shares of Company common stock at a conversion price of $80.00 per common stock share. |
• | The Company may redeem any or all of the outstanding Series C Convertible Redeemable Preferred Stock at any time at the then current Stated Value plus accrued Dividends thereon plus a redemption premium equal to the Stated Value multiplied by 6%. However, no premium shall be due on the use of up to 33% of proceeds of a public offering of common stock at a price of $100.00 or more per share. |
• | The Company is required to redeem each Series C Convertible Redeemable Preferred Stock on the tenth business day immediately following the fifth anniversary of its issuance. However, the Company shall have no obligation to mandatorily redeem any shares of Series C Convertible Redeemable Preferred Stock at any time that (x) the Company does not have surplus under Section 154 of the Delaware General Corporation Law (the “DGCL”) or funds legally available to redeem all shares of Series C Convertible Redeemable Preferred Stock, (y) the Company's capital is impaired under Section 160 of the DGCL or (z) the redemption of any shares of Series C Convertible Redeemable Preferred Stock would result in an impairment of the Company's capital under Section 160 of the DGCL; provided, that if the Company is prohibited from redeeming the shares due to those limitations, the Company will redeem the Shares as soon as possible after such restrictions are no longer applicable. |
• | Upon a change of control of the Company, each holder of Series C Convertible Redeemable Preferred Stock shall be entitled to require the Company to redeem from such holder all of such holder's shares of Series C Convertible Redeemable Preferred Stock so long as such holder requests such redemption in writing at least one business day prior to the consummation of such change of control. The redemption amount per share equals the Stated Value thereof plus accrued Dividends plus a change of control premium equal to the stated value multiplied 6%. |
• | The shares of Series C Convertible Redeemable Preferred Stock are senior in liquidation preference to all shares of capital stock of the Company unless otherwise consented to by a majority of the holders of shares of Series C Convertible Redeemable Preferred Stock. |
• | The shares of Series C Convertible Redeemable Preferred Stock shall have no voting rights except as required by law. |
• | The consent of the holders of a majority of the shares of Series C Convertible Redeemable Preferred Stock is necessary for the Company to amend the Series C certificate of designation. |
• | The shares of Series D Convertible Preferred Stock have a stated value of $1,000 per share. |
• | Each share of Series D Convertible Preferred Stock is convertible, at the option of the holders, at a rate of 167 shares of common stock for one share of converted Series D Convertible Preferred Stock. |
• | Shares of Series D Convertible Preferred Stock are not entitled to a liquidation preference. |
• | Conversions of the Series D Convertible Preferred Stock shall be limited such that any given conversion shall not cause the holder's aggregate beneficial ownership of the shares of common stock to exceed 9.99% of the Company’s outstanding common stock. |
• | The shares of Series D Convertible Preferred Stock shall have no voting rights except as required by law. |
• | The consent of the holders of a majority of the shares of Series D Convertible Preferred Stock is necessary for the Company to amend the Series D certificate of designation. |
Description | Shares | Weighted Average Grant Date Fair Value | ||||
Nonvested at July 1, 2015 | 23,313 | $ | 1,044.60 | |||
Granted | 17,571 | 32.60 | ||||
Vested | (19,138 | ) | 944.60 | |||
Forfeited and canceled | (17,704 | ) | 74.80 | |||
Nonvested at June 30, 2016 | 4,042 | $ | 2,740.40 | |||
Description | Number of Options | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value | ||||||
Outstanding at July 1, 2015 | 59,091 | $ | 223.80 | 8.97 | $ | 21 | ||||
Granted | 11,767 | 6.60 | — | — | ||||||
Exercised | — | — | — | — | ||||||
Forfeited and canceled | (24,803 | ) | 68.60 | — | — | |||||
Expired | (704 | ) | 64.40 | — | — | |||||
Outstanding at June 30, 2016 | 45,351 | 238.40 | 8.53 | — | ||||||
Exercisable at June 30, 2016 | 41,982 | $ | 253.00 | 8.53 | $ | — | ||||
Description | Year Ended June 30, 2016 | Year Ended June 30, 2015 | |||||
Expected volatility | 80 | % | 80 | % | |||
Risk-free interest rate | 1.94 | % | 1.82 | % | |||
Expected dividend yield | — | — | |||||
Expected life (in years) | 6.50 | 6.50 | |||||
Estimated fair value per option granted | $ | 6.60 | $ | 42.20 | |||
Description | Year Ended June 30, 2016 | Year Ended June 30, 2015 | |||
Statutory U.S. federal tax rate | 35.00 | % | 35.00 | % | |
State and local income taxes - net of federal benefit | 10.37 | % | 10.37 | % | |
Valuation allowance | (45.37 | )% | (45.37 | )% | |
Effective tax rate | — | % | — | % | |
Deferred tax assets: | (in thousands) | ||
Share-based compensation | $ | 92,824 | |
Start-up expenditures | 4,799 | ||
Other | 2,043 | ||
Operating loss carryforward | 79,476 | ||
Total deferred tax assets | 179,142 | ||
Deferred tax liabilities: | |||
Depreciation and amortization | (7,913 | ) | |
Valuation allowance | (171,229 | ) | |
Deferred tax asset, net | $ | — | |
Deferred tax assets: | (in thousands) | ||
Share-based compensation | $ | 86,546 | |
Start-up expenditures | 5,236 | ||
Other | 1,575 | ||
Operating loss carryforward | 71,616 | ||
Total deferred tax asset | 164,973 | ||
Deferred tax liabilities: | |||
Depreciation and amortization | (6,156 | ) | |
Valuation allowance | (158,817 | ) | |
Deferred tax asset, net | $ | — | |
June 30, 2016 | |||||||
Cost | Market | ||||||
Current: | |||||||
Perk shares | $ | 2,708 | $ | 2,495 | |||
Total | $ | 2,708 | $ | 2,495 | |||
(in thousands) | |||
Balance at July 1, 2015 | $ | — | |
Perk warrants | 1,023 | ||
Unrealized losses for the period including in other income (expense), net | (375 | ) | |
Balance at June 30, 2016 | $ | 648 | |
(in thousands) | |||
Balance at July 1, 2015 | $ | 10 | |
Additions to Level 3 | — | ||
Balance at June 30, 2016 | $ | 10 | |
• | The shares of Series C Convertible Redeemable Preferred Stock have a stated value of $1,000 per share. |
• | Each holder of a share of Series C Convertible Redeemable Preferred Stock shall be entitled to receive dividends (“Dividends”) on such share equal to twelve percent (12%) per annum (the “Dividend Rate”) of the Stated Value before any Dividends shall be declared, set apart for or paid upon any junior stock or parity stock. Dividends on a share of Series C Preferred Stock shall accrue daily at the Dividend Rate, commence accruing on the issuance date thereof, compound annually, be computed on the basis of a 360-day year consisting of twelve 30-day months and be convertible into common stock in connection with the conversion of such share of Series C Preferred Stock. |
• | The Company may redeem any or all of the outstanding Series C Preferred Stock at any time at the then current Stated Value plus accrued Dividends thereon plus a redemption premium equal to the Stated Value multiplied by 6%. However, no premium shall be due on the use of up to 33% of proceeds of a public offering of common stock at a price of $5.00 or more per share. |
• | The shares of Series C Preferred Stock are senior in liquidation preference to all shares of capital stock of the Company unless otherwise consented to by a majority of the holders of shares of Series C Preferred Stock. |
• | The shares of Series C Preferred Stock shall have no voting rights except as required by law. |
• | The consent of the holders of a majority of the shares of Series C Preferred Stock is necessary for the Company to amend the Series C certificate of designation. |
• | A recapitalization plan involving the conversion of $34,800 of debt held by SIC III, SIC IV and SIC VI, each an affiliate of the Company’s Chairman and Chief Executive Officer and the conversion of 3,000 shares of the Company’s Series C Preferred Stock into up to 21,739,892 shares of the Company’s common stock; |
• | The issuance of up to 3,722,224 shares of common stock issuable upon the conversion of debentures and warrants issued in connection with a private placement of convertible debentures; |
• | The issuance of up to 9,484,691 shares of common stock upon the conversion of shares of our outstanding Series E Convertible Preferred Stock and convertible notes issued to Rant, Inc.; and |
• | The issuance of up to 470,247 shares of common stock pursuant to an agreement with MGT Sports, Inc. to retire the debt owed by the Company to MGT Sports, Inc. by converting such debt into common stock of the Company. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
• | segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions, and (iii) the custody of assets. |
• | retain additional accounting personnel to focus on disclosure controls, risk assessment, financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of the Company's consolidated financial statements. |
ITEM 9B. | OTHER INFORMATION |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Position | ||
Robert F.X. Sillerman | 68 | Director, Executive Chairman, Chief Executive Officer | ||
Mitchell J. Nelson | 68 | Director, Executive Vice President, Secretary | ||
Peter Horan | 61 | Director | ||
Michael J. Meyer | 51 | Director | ||
Birame Sock | 40 | Director | ||
Olga Bashkatova | 31 | Principal Accounting Officer | ||
Committee | Members | |
Audit Committee | Michael Meyer (Chair) Peter C. Horan Birame Sock | |
Compensation Committee | Peter C. Horan (Chair) Michael Meyer Birame Sock | |
Nominating and Corporate Governance Committee | Peter C. Horan (Chair) Michael Meyer Birame Sock | |
• | to discharge the responsibilities of the Board of Directors relating to our company’s compensation programs and compensation of our executives; and |
• | to produce an annual report on executive compensation for inclusion in our company’s annual proxy statement, if and when required, in accordance with applicable rules and regulations of the NASDAQ Stock Market, SEC and other regulatory bodies. |
• | to identify individuals qualified to become board members and to select, or to recommend that the Board of Directors select, the director nominees for the next annual meeting of stockholders; |
• | to develop and recommend to our Board of Directors a set of corporate governance principles applicable to our company; and |
• | to oversee the selection and composition of committees of the Board of Directors and, as applicable, oversee management continuity planning processes. |
• | a member of the compensation committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on our compensation committee; |
• | a director of another entity, one of whose executive officers served on our compensation committee; and |
• | a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of us. |
ITEM 11. | EXECUTIVE COMPENSATION (amounts in thousands) |
Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (2) | Option Awards (3) | All Other Compensation | Total | ||||||||||||||||||||
Robert F.X. Sillerman (1) | 2016 | $ | 63 | (4) | $ | 250 | (5) | $ | — | $ | — | $ | — | $ | 313 | ||||||||||||
Executive Chairman, Chief Executive Officer | 2015 | — | (4) | 250 | 622 | (5) | — | — | 872 | ||||||||||||||||||
Mitchell J. Nelson (6) | 2016 | 143 | — | — | — | — | 143 | ||||||||||||||||||||
Executive Vice President | 2015 | 129 | — | 102 | — | — | 231 | ||||||||||||||||||||
Olga Bashkatova (7) | 2016 | 152 | 30 | 74 | 256 | ||||||||||||||||||||||
Principal Accounting Officer | 2015 | 111 | 5 | — | — | — | 116 | ||||||||||||||||||||
Kyle Brink (8) | 2016 | 169 | — | 12 | — | 181 | |||||||||||||||||||||
General Manager | 2015 | 217 | — | — | — | — | 217 | ||||||||||||||||||||
(1) | Because Mr. Sillerman is our Chairman and Chief Executive Officer, the Company books a compensation charge for certain financing-related activities undertaken by Mr. Sillerman. These amounts are excluded because they do not constitute compensation to Mr. Sillerman for his service as an officer or director of the Company, but instead solely relate to certain financing arrangements. Specifically, the table excludes the following: (a) compensation charges in fiscal year 2015 of $4,141, consisting of: (i) $2,049 relating to warrants issued to Sillerman Investment Company III LLC (“SIC III”) in connection with draws under a Securities Purchase Agreement with the Company entered into on October 24, 2014 (the “SPA”) and (ii) compensation charges of $2,091 relating to Series C Preferred Stock issued to SIC III under the SPA. |
(2) | These stock awards represent grants of RSUs. The per share fair value of RSUs granted was determined on the date of grant using the fair market value of the shares on that date. |
(3) | There were no option awards granted during the fiscal years presented. |
(4) | Mr. Sillerman entered into an amended and restated employment agreement effective as of May 1, 2014. This amendment is described in the section entitled “Employment Agreements” below. |
(5) | The Company and Mr. Sillerman entered into an amendment to his employment agreement effective as of May 1, 2014. Pursuant to the revised terms, Mr. Sillerman was to receive a base salary of One Dollar per year, was to receive a guaranteed bonus of $250 per year, payable in stock or in cash, and was to receive a grant of 7,754 RSUs, vesting in equal installments on each of May 1, 2015, May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019. The grant of 7,754 RSUs |
(6) | Mr. Nelson entered into an amended employment agreement with the Company effective January 1, 2016, which provided that he would devote one-third of his time to his duties for the Company, and for a base salary of $150 per year. Mr. Nelson was granted 1,500 RSUs on September 29, 2014 with immediate vesting. |
(7) | Ms. Bashkatova was appointed the Company's Principal Accounting Officer on October 21, 2015. The original RSU grant was for 4,000 RSUs, which will vest on October 26, 2016. |
(8) | Mr. Brink was appointed the Company's General Manager on July 1, 2015. He resigned from the Company on February 8, 2016 to take on a similar role at Perk.com, Inc. ("Perk") after the sale of the Viggle assets to Perk. |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||
Name | No. of Securities Underlying Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: No. of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | No. of Shares or Units of Stock that Have Not Vested (1) | Market Value of Shares or Units of Stock that Have Not Vested | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested | ||||||||||||||||||||||
Robert F.X. Sillerman | — | — | — | $ | — | — | 4,653 | (2 | ) | $ | 26 | (3 | ) | — | $ | — | |||||||||||||||
Olga Bashkatova | — | — | — | — | — | 4,000 | (4 | ) | $ | 22 | (3 | ) | — | — | |||||||||||||||||
(1) | For information regarding restricted stock units, see also Note 10 to our audited Consolidated Financial Statements, Share-Based Payments. |
(2) | The original grant was for 7,755 RSUs, 1,551 of these shares vested on May 1, 2015, another 1,551 of these shares vested on May 1, 2016, future vesting will occur in equal installments on each of May 1, 2017, May 1, 2018 and May 1, 2019. |
(3) | The value is computed based on a per share price of $5.60, which was the closing price of the Company's common stock on June 30, 2016 (adjusted for the 1-for-20 reverse split), which was the last trading day of the Company's fiscal year. |
(4) | The original grant was for 4,000 RSUs, which will vest on October 26, 2016. |
Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards (2) | All Other Compensation | Total | |||||||||||||||
Peter Horan | $ | — | $ | 46 | $ | — | $ | — | $ | 46 | ||||||||||
Michael J. Meyer | — | 52 | — | — | 52 | |||||||||||||||
John D. Miller (3) | — | 51 | — | — | 51 | |||||||||||||||
Birame Sock (4) | — | 44 | — | — | 44 | |||||||||||||||
(1) | a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; |
(3) | a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of us. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) | |||||||||
Equity compensation plans approved by security holders | 82 | (1 | ) | $ | 199.20 | (2 | ) | 15 | ||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
(1) | Includes 23 restricted shares, which are not currently vested, and there is no exercise price for such shares. |
(2) | The weighted average exercise price of $199.20 reflects the weighted average exercise price of all options outstanding as of June 30, 2016. The restricted stock units referred to in Footnote 1 above do not have an exercise price and such units are not included in this weighted average. |
● | each person or entity known by us to beneficially own more than 5% of the outstanding shares of our common stock; |
● | each of our named executive officers; |
● | each of our directors; and |
● | all of our directors and executive officers, named as a group. |
Common Stock | Preferred Stock | |||||||||
Name and Address of Beneficial Owner(1) | Shares Beneficially Owned | Percentage of Common Stock | Shares Beneficially Owned | Percentage of Preferred Stock | ||||||
Beneficial Owners of 5% or More | ||||||||||
Robert F.X. Sillerman (2)(3) | 2,073,079 | 68.6 | % | 33,175 | 100.0 | % | ||||
Directors and Named Executive Officers (not otherwise included above): | ||||||||||
Olga Bashkatova (4) | 262 | * | ||||||||
Peter C. Horan (5) | 10,385 | * | ||||||||
Michael J. Meyer (6) | 10,853 | * | ||||||||
Mitchell J. Nelson (7) | 1,622 | * | ||||||||
Birame Sock (8) | 5,401 | * | ||||||||
All directors and named executive officers as a group (6 people) | 2,101,602 | 69.5 | % | 10,000 | 100.0 | % | ||||
(1) | Except as otherwise set forth below, the business address and telephone number of each of the persons listed above is c/o Function(x) Inc., 902 Broadway, New York, New York 10010, telephone (212) 231-0092. |
(2) | Mr. Sillerman beneficially owns 2,073,079 shares of common stock, including: (i) directly 8,113 shares of common stock owned by Mr. Sillerman (consisting of (A) 1,863 shares of common stock owned by Mr. Sillerman; and (B) 6,250 shares of common stock issuable upon the exercise of warrants held by Mr. Sillerman which are exercisable at $1,600.00 per share); and (ii) indirectly 2,064,966 shares of common stock (consisting of (A) 3,125 shares of common stock issuable upon the exercise of warrants held by Sillerman Investment Company II LLC (“SIC II”) that are exercisable at $1,104.00 per share, (B) 8,778 shares of common stock issuable upon the exercise of warrants held by SIC II which are exercisable at $1,600.00 per share; (C) 17,500 shares of common stock issuable upon the exercise of warrants held by Sillerman Investment Company III LLC (“SIC III”) that are exercisable at $35.60 per share, (D) 11,250 shares of common stock issuable upon the exercise of warrants held by SIC III that are exercisable at $70.20 per share, (E) 7,500 shares of common stock that are issuable upon the exercise of warrants held by SIC III that are exercisable at $59.60 per share, (F) 38,750 shares of common stock that are issuable upon the exercise of warrants held by SIC III that are exercisable at $72.60 per share, (G) 1,540,563 shares of common stock held by SIC III and (H) 437,500 shares of common stock held by Sillerman Investment Company IV LLC. |
(3) | SIC III, SIC IV and SIC VI collectively hold 33,175 shares of Series C Preferred Stock, which are not convertible into common stock by their terms. However, the Company, SIC III , SIC IV and SIC VI are party to an Exchange Agreement pursuant to which these shares may be exchanged for common stock upon the occurrence of certain conditions, which have not yet been satisfied. If these conditions are satisfied and the exchange occurs, these shares of Series C Preferred Stock would be exchanged for 6,379,808 shares of common stock. |
(4) | Ms. Bashkatova beneficially owns 262 shares of common stock. |
(5) | Mr. Horan beneficially owns (i) 78 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $8,000.00 per share; (ii) 31 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $2,000.00 per share; (iii) 19 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,200.00 per share; (iv) 14 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $3,088.00 per share; (v) 31 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,968.00 per share, (vi) 21 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July |
(6) | Mr. Meyer beneficially owns (i) 20 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $976.00 per share, (ii) 22 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,040.00 per share, (iii) 2,194 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $89.20 per share, (iv) 2,500 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $46.60 per share, (v) 3,166 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $46.60 per share and (vi) 2,952 shares of common stock. |
(7) | Mr. Nelson beneficially owns 1,622 shares of common stock. |
(8) | Ms. Sock beneficially owns (i) 18 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,200.00 per share; (ii) 31 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,968.00 per share, (iii) 20 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $976.00 per share, (iv) 19 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $1,040.00 per share, (v) 1,847 shares of common stock exercisable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of July 20, 2016 at $89.20 per share, (vi) 750 shares of common stock issuable upon the exercise of stock options that are exercisable or that are exercisable within 60 days of July 20, 2016 at $46.60 per share, (vii) 2,700 shares of common stock issuable upon the exercise of stock options that are exercisable or that are exercisable within 60 days of July 20, 2016 at $9.20 per share, and (viii) 16 shares of common stock. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Description | 2016 | 2015 | |||||
Audit fees (1) | $ | 416,750 | $ | 187,210 | |||
Audit-related fees (2) | 160,370 | — | |||||
Tax fees | 20,500 | 18,685 | |||||
All other fees | — | — | |||||
Total | $ | 597,620 | $ | 205,895 | |||
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES |
Exhibit Number | Description | ||
3.1 | Certificate of Incorporation (1) | ||
3.2 | By-Laws (2) | ||
4.3 | Form of Warrant (3) | ||
10.1 | Function(x) 2011 Executive Incentive Plan. (4) | ||
10.2 | Employment Agreement, dated February 16, 2011, between Function(x) Inc. and Robert F.X. Sillerman (5) | ||
10.3 | Shared Services and Reimbursement Agreement, dated February 15, 2011, between Circle Entertainment Inc. and Function(x) Inc. (6) | ||
10.4 | Promissory Note, dated February 8, 2011, between Robert F.X. Sillerman and Function(x) Inc. (7) | ||
10.5 | Asset Purchase Agreement, dated September 29, 2011, among Mobile Messaging Solutions (MMS), Inc., Watchpoints, Inc. and Function(x) Inc. (8) | ||
10.6 | Form of Unit Subscription Agreement for the Registrant's private placement in August of 2012 (9) | ||
10.7 | MMS Registration Rights Agreement (10) | ||
10.8 | Line of Credit Agreement dated December 23, 2011 between Function(x) Inc. and TIPPT Media Inc. (11) | ||
10.9 | Stockholders Agreement dated December 23, 2011 among Function(x) Inc., TIPPT Media Inc. and the other stockholders named therein. (12) | ||
10.10 | Loyalize Asset Purchase Agreement dated December 31, 2011 among Function(x) Inc., FN(x) I Holding Corporation and Trusted Opinion Inc. (13) | ||
10.11 | Amended and Restated Promotional Services Agreement, dated as of December 21, 2011, by and among TIPPT Media Inc., The 100 Mile Group, LLC and Jesse Itzler (14) | ||
10.12 | Form of Line of Credit Grid Promissory Note (15) | ||
10.13 | Form of Unit Subscription Agreement with respect to the registrant's private placement in May of 2012 (16) | ||
10.14 | Form of Warrant issued in the registrant's private placement in May of 2012 (17) | ||
10.15 | Limited Recourse Promissory Note issued by Tippt LLC in favor of the registrant, dated as of May 14, 2012 (18) | ||
10.16 | Amended and Restated Promissory Note issued by Tippt Media Inc. in favor of the registrant, dated as of May 14, 2012 (19) | ||
10.17 | Amended and Restated Stockholders Agreement, by and among Tippt Media, Inc., the registrant and the other stockholders of Tippt Media, Inc. (20) | ||
10.18 | Form of Line of Credit Grid Promissory Note dated as of June 29, 2012, issued by the registrant in favor of Sillerman Investment Company LLC (21) | ||
10.19 | Employment Agreement between Function(x) Inc. and John Small, dated as of August 16, 2011 (22) | ||
10.20 | Consulting Agreement between Viggle Inc. and Benjamin Chen, dated as of September 12, 2011 (23) | ||
10.21 | Employment Agreement, dated May 11, 2011 between Function(x) Inc. and Gregory Consiglio, as amended (24) | ||
10.22 | Amended and Restated Line of Credit Agreement, dated October 25, 2012, between Viggle Inc. and Sillerman Investment Company LLC (25) | ||
10.23 | Agreement and Plan of Merger, dated as of November 16, 2012 (26) | ||
10.24 | Amended and Restated Line of Credit Grid Promissory Note, dated as of December 3, 2012, between Viggle Inc. and Sillerman Investment Company LLC (27) | ||
10.25 | Amended and Restated Line of Credit Grid Promissory Note, dated as of December 12, 2012, between Viggle Inc. and Sillerman Investment Company LLC (28) | ||
10.26 | Amended and Restated Line of Credit Grid Promissory Note, dated as of January 4, 2012, between Viggle Inc. and Sillerman Investment Company LLC (29) | ||
10.27 | Line of Credit Grid Promissory Note, dated as of February 11, 2013, between Viggle Inc. and Sillerman Investment Company II, LLC (30) | ||
10.28 | Term Loan Agreement, dated as of March 11, 2013, between Viggle Inc. and Deutsche Bank Trust Company Americas (31) | ||
10.29 | Guarantee Warrant (32) | ||
10.30 | $25,000,000 Line of Credit Note, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company II LLC (33) | ||
10.31 | Exchange Agreement, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company LLC (34) | ||
10.32 | 8% Note, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company LLC (35) | ||
10.33 | Security Agreement for the $25,000,000 Line of Credit Note, dated as of March 11, 2013 (36) | ||
10.34 | Security Agreement for the 8% Note, dated as of March 11, 2013 (37) | ||
10.35 | Subordination Agreement dated as of March 11, 2013 (38) | ||
10.36 | Rescission Agreement dated as of September 16, 2013(39) | ||
10.37 | Waiver, dated as of September 16, 2013 (39) | ||
10.38 | Certificate of Elimination (39) | ||
10.39 | Certificate of Designations of the Series A Convertible Preferred Stock (39) | ||
10.40 | Certificate of Designations of the Series B Convertible Preferred Stock (39) | ||
10.41 | Exchange Agreement, dated as of September 16, 2013 (39) | ||
10.42 | Warrant (39) | ||
10.43 | PIPE Exchange Agreement (39) | ||
10.44 | Form of Subordination Agreement (40) | ||
10.45 | Form of Exchange Agreement for LOC Investors (41) | ||
10.46 | Form of Commitment Letter under New $25,000,000 Line of Credit (42) | ||
10.47 | Agreement and Plan of Merger, dated as of December 16, 2013, by and among Viggle Inc., Viggle Merger Sub Inc., wetpaint.com, Inc., certain stockholders of wetpaint.com, Inc. (solely with respect to Articles 1, 5 and 6 and Subsection 11.1) and the Shareholder Representative Services LLC (solely in its capacity as the Stockholders' Agent) (43) | ||
10.48 | Promissory Note, dated as of December 11, 2013, issued by Viggle Inc. to Sillerman Investment Company II LLC (44) | ||
10.49 | Second Amendment, dated as of December 13, 2013, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (45) | ||
10.50 | Amended and Restated Viggle Inc. 2011 Executive Incentive Plan (46) | ||
10.51 | Revolving Loan Agreement (47) | ||
10.52 | Stockholders Agreement, dated as of January 29, 2014, by and among the registrant, Nancy Lee, as representative and former stockholders of Dijit Media, Inc. (48) | ||
10.53 | Amended Form of Warrant for May 2012 PIPE Transaction (49) | ||
10.54 | Third Amendment, dated as of February 13, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (50) | ||
10.55 | Form of Certificate of Amendment to Articles of Incorporation (51) | ||
10.56 | Fourth Amendment, dated as of March 11, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (52) | ||
10.57 | Pledge and Security Agreement, dated as of March 11, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (53) | ||
10.58 | Software License and Services Agreement, dated as of March 10, 2014, by and between Viggle Inc. and SFX Entertainment, Inc. (54) | ||
10.59 | Amendment to Articles of Incorporation of Viggle Inc. (55) | ||
10.60 | Amendment to the Employment Agreement of Robert F.X. Sillerman (56) | ||
10.61 | Form of Amendment to the Employment Agreements of Gregory Consiglio, John Small and Kevin Arrix (57) | ||
10.62 | Form of Exchange Agreement with Holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (58) | ||
10.63 | Agreement and Plan of Merger, dated as of June 24, 2014, by and among Viggle Inc.,Viggle Merger Sub III Inc., Choose Digital Inc., certain stockholders of Choose Digital Inc., and (solely with respect to Articles 1, 5 and 6 and Subsection 10.1) Amossyklein Family Holdings, LLLP (solely in its capacity as the Stockholders’Agent) (59) | ||
10.64 | Certificate of Designation of Series C Preferred Stock (60) | ||
10.65 | Securities Purchase Agreement dated October 24, 2014 by and between the Company and Sillerman Investment Company III, LLC (61) | ||
10.66 | Line of Credit Promissory Note, dated as of October 24, 2014 issued by the Company in favor of Sillerman Investment Company III, LLC (62) | ||
10.67 | Form of Warrant issuable pursuant to the Securities Purchase Agreement (63) | ||
10.68 | Registration Rights Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (64) | ||
10.69 | Fifth Amendment to Term Loan Agreement, dated as of October 24, 2014, by and between the Company and Deutsche Bank Trust Company Americas (65) | ||
10.70 | Subordination Agreement, dated as of October 24, 2014, by and between Sillerman Investment Company III LLC and Deutsche Bank Trust Company Americas, and acknowledged by the Company (66) | ||
10.71 | Sales Agency Agreement dated January 22, 2015 by and between the Company and SFX-94 LLC (67) | ||
10.72 | Amended and Restated Shared Services Agreement (68) | ||
10.73 | Amendment to the Employment Agreement between the Company and Greg Consiglio (69) | ||
10.74 | Amendment to the Employment Agreement between the Company and Kevin Arrix (70) | ||
10.75 | Line of Credit Grid Promissory Note, dated as of June 11, 2015, by and between the Company and Sillerman Investment Company IV LLC (71) | ||
10.76 | Forbearance Agreement dated as of July 31, 2015 by and between the Company and AmossyKlein Family Holdings, Inc. LLLP (72) | ||
14.1 | Code of Business Conduct and Ethics (73) | ||
21.1 | List of Subsidiaries | ||
23.1 | Consent of Independent Registered Public Accounting Firm* | ||
31.1 | Certification of Principal Executive Officer* | ||
31.2 | Certification of Principal Accounting Officer* | ||
32.1 | Section 1350 Certification of Principal Executive Officer* | ||
32.2 | Section 1350 Certification of Principal Accounting Officer* | ||
99.1 | Press release, dated as of September 21, 2015, announcing financial results for the quarter and year ended June 30, 2015* | ||
(1 | ) | Incorporated by reference to Exhibit D to the registrant's Proxy Statement on Schedule 14D filed on August 16, 1994. Amendments thereto are incorporated by reference to the Registrant's Current Report on Form 8-K filed on February 16, 2011 and to the Registrant's Current Report on Form 8-K filed on June 7, 2012. In addition, the Certificate of Designations for the registrant's Series C Convertible Preferred Stock, the only class of preferred stock outstanding, is incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(2 | ) | Incorporated by reference to the registrant's Exhibit E to Proxy Statement on Schedule 14A filed on August 16, 1994 | |
(3 | ) | Incorporated by reference to the registrant's registration statement on Form S-1 filed on May 25, 2011 | |
(4 | ) | Incorporated by reference to the registrant's Current Report on Form 8-K filed on February 22, 2011 | |
(5 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on February 16, 2011 | |
(6 | ) | Incorporated by reference to Exhibit 10.7 to the registrant's registration statement on Form S-1/A filed on October 7, 2011 | |
(7 | ) | Incorporated by reference to Exhibit 10.8 to the registrant's registration statement on Form S-1/A filed on October 7, 2011 | |
(8 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 3, 2011 | |
(9 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 26, 2011 | |
(10 | ) | Incorporated by reference to Exhibit 10.13 to the registrant's Registration Statement on Form S-1/A filed on November 23, 2011 | |
(11 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 29, 2011. | |
(12 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current report on Form 8-K filed on December 29, 2011. | |
(13 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 4, 2012 | |
(14 | ) | Incorporated by reference to Exhibit 10.18 to the registrant's registration statement on Form S-1/A filed on April 5, 2012 | |
(15 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on April 9, 2012 | |
(16 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(17 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(18 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(19 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(20 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(21 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on July 6, 2012 | |
(22 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 14, 2012 | |
(23 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 14, 2012 | |
(24 | ) | Incorporated by reference to Exhibit 13.2 to the registrant's Quarterly Report on Form 10-Q filed on May 12, 2011. An amendment to the agreement is incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on November 5, 2012 | |
(25 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on November 5, 2012 | |
(26 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on November 19, 2012 | |
(27 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 7, 2012 | |
(28 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 17, 2012 | |
(29 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 11, 2013 | |
(30 | ) | Incorporated by reference to Exhibit 10.35 to the registrant's Quarterly Report on Form 10-Q filed February 14, 2013 | |
(31 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(32 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(33 | ) | Incorporated by reference to Exhibit 10.3to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(34 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K/A filed on March 19, 2013 | |
(35 | ) | Incorporated by reference to Exhibit 10.5to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(36 | ) | Incorporated by reference to Exhibit 10.6to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(37 | ) | Incorporated by reference to Exhibit 10.7to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(38 | ) | Incorporated by reference to Exhibit 10.8to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(39 | ) | Incorporated by reference to the Exhibits 10.36, 10.37, 10.38, 10.39, 10.40, 10.41, 10.42 and 10.43 of the registrant's Annual Report on Form 10-K filed on September 17, 2013 | |
(40 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(41 | ) | Incorporated by reference to Exhibit 10.2to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(42 | ) | Incorporated by reference to Exhibit 10.3to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(43 | ) | Incorporated by reference to Exhibit 2.1to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(44 | ) | Incorporated by reference to Exhibit 2.2to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(45 | ) | Incorporated by reference to Exhibit 2.3to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(46 | ) | Incorporated by reference to the registrant's Preliminary Information Statement on Schedule 14C filed on January 10, 2014 | |
(47 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on February 6, 2014 | |
(48 | ) | Incorporated by reference to Exhibit 1.1 to the Schedule 13D/A filed on February 10, 2014 | |
(49 | ) | Incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed on February 10, 2014 | |
(50 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on February 20, 2014 | |
(51 | ) | Incorporated by reference to Exhibit 3.1to the registrant's Current Report on Form 8-K filed on March 10, 2014 | |
(52 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(53 | ) | Incorporated by reference to Exhibit 10.2to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(54 | ) | Incorporated by reference to Exhibit 10.3to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(55 | ) | Incorporated by reference to Exhibit 3.1to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(56 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(57 | ) | Incorporated by reference to Exhibit 10.2to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(58 | ) | Incorporated by reference to Exhibit 10.1to the registrant's Current Report on Form 8-K filed on March 24, 2014 | |
(59 | ) | Incorporated by reference to Exhibit 2.1to the registrant's Current Report on Form 8-K filed on June 25, 2014 | |
(60 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(61 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(62 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(63 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(64 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(65 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(66 | ) | Incorporated by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(67 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(68 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(69 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(70 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(71 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 12, 2015 | |
(72 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 6, 2015 | |
(73 | ) | Incorporated by reference to Exhibit 14.1 to the registrant's Information Statement on Form S-1/A filed on October 7, 2011 | |
* | Filed herewith | ||
Function(x) Inc. | |||
October 11, 2016 | By: | /s/ ROBERT F.X. SILLERMAN | |
Robert F.X. Sillerman | |||
Chief Executive Officer | |||
(Principal Executive Officer) | |||
Function(x) Inc. | |||
October 11, 2016 | By: | /s/ MICHELLE LANKEN | |
Michelle Lanken | |||
Chief Financial Officer | |||
By: | /s/ ROBERT F.X. SILLERMAN | October 11, 2016 | ||
Robert F.X. Sillerman, Executive Chairman and Chief Executive Officer | ||||
By: | /s/ MICHELLE LANKEN | October 11, 2016 | ||
Michelle Lanken Chief Financial Officer | ||||
By: | /s/ BIRAME SOCK | October 11, 2016 | ||
Birame Sock, President and Chief Operating Officer | ||||
By: | /s/ MITCHELL J. NELSON | October 11, 2016 | ||
Mitchell J. Nelson, Director, Executive Vice President, and Secretary | ||||
By: | /s/ MICHAEL MEYER | October 11, 2016 | ||
Michael Meyer, Director | ||||
By: | /s/ PETER HORAN | October 11, 2016 | ||
Peter Horan, Director | ||||
Exhibit Number | Description | ||
3.1 | Certificate of Incorporation (1) | ||
3.2 | By-Laws (2) | ||
4.3 | Form of Warrant (3) | ||
10.1 | Function(x) 2011 Executive Incentive Plan. (4) | ||
10.2 | Employment Agreement, dated February 16, 2011, between Function(x) Inc. and Robert F.X. Sillerman (5) | ||
10.3 | Shared Services and Reimbursement Agreement, dated February 15, 2011, between Circle Entertainment Inc. and Function(x) Inc. (6) | ||
10.4 | Promissory Note, dated February 8, 2011, between Robert F.X. Sillerman and Function(x) Inc. (7) | ||
10.5 | Asset Purchase Agreement, dated September 29, 2011, among Mobile Messaging Solutions (MMS), Inc., Watchpoints, Inc. and Function(x) Inc. (8) | ||
10.6 | Form of Unit Subscription Agreement for the Registrant's private placement in August of 2012 (9) | ||
10.7 | MMS Registration Rights Agreement (10) | ||
10.8 | Line of Credit Agreement dated December 23, 2011 between Function(x) Inc. and TIPPT Media Inc. (11) | ||
10.9 | Stockholders Agreement dated December 23, 2011 among Function(x) Inc., TIPPT Media Inc. and the other stockholders named therein. (12) | ||
10.10 | Loyalize Asset Purchase Agreement dated December 31, 2011 among Function(x) Inc., FN(x) I Holding Corporation and Trusted Opinion Inc. (13) | ||
10.11 | Amended and Restated Promotional Services Agreement, dated as of December 21, 2011, by and among TIPPT Media Inc., The 100 Mile Group, LLC and Jesse Itzler (14) | ||
10.12 | Form of Line of Credit Grid Promissory Note (15) | ||
10.13 | Form of Unit Subscription Agreement with respect to the registrant's private placement in May of 2012 (16) | ||
10.14 | Form of Warrant issued in the registrant's private placement in May of 2012 (17) | ||
10.15 | Limited Recourse Promissory Note issued by Tippt LLC in favor of the registrant, dated as of May 14, 2012 (18) | ||
10.16 | Amended and Restated Promissory Note issued by Tippt Media Inc. in favor of the registrant, dated as of May 14, 2012 (19) | ||
10.17 | Amended and Restated Stockholders Agreement, by and among Tippt Media, Inc., the registrant and the other stockholders of Tippt Media, Inc. (20) | ||
10.18 | Form of Line of Credit Grid Promissory Note dated as of June 29, 2012, issued by the registrant in favor of Sillerman Investment Company LLC (21) | ||
10.19 | Employment Agreement between Function(x) Inc. and John Small, dated as of August 16, 2011 (22) | ||
10.20 | Consulting Agreement between Viggle Inc. and Benjamin Chen, dated as of September 12, 2011 (23) | ||
10.21 | Employment Agreement, dated May 11, 2011 between Function(x) Inc. and Gregory Consiglio, as amended (24) | ||
10.22 | Amended and Restated Line of Credit Agreement, dated October 25, 2012, between Viggle Inc. and Sillerman Investment Company LLC (25) | ||
10.23 | Agreement and Plan of Merger, dated as of November 16, 2012 (26) | ||
10.24 | Amended and Restated Line of Credit Grid Promissory Note, dated as of December 3, 2012, between Viggle Inc. and Sillerman Investment Company LLC (27) | ||
10.25 | Amended and Restated Line of Credit Grid Promissory Note, dated as of December 12, 2012, between Viggle Inc. and Sillerman Investment Company LLC (28) | ||
10.26 | Amended and Restated Line of Credit Grid Promissory Note, dated as of January 4, 2012, between Viggle Inc. and Sillerman Investment Company LLC (29) | ||
10.27 | Line of Credit Grid Promissory Note, dated as of February 11, 2013, between Viggle Inc. and Sillerman Investment Company II, LLC (30) | ||
10.28 | Term Loan Agreement, dated as of March 11, 2013, between Viggle Inc. and Deutsche Bank Trust Company Americas (31) | ||
10.29 | Guarantee Warrant (32) | ||
10.30 | $25,000,000 Line of Credit Note, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company II LLC (33) | ||
10.31 | Exchange Agreement, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company LLC (34) | ||
10.32 | 8% Note, dated as of March 11, 2013, between Viggle Inc. and Sillerman Investment Company LLC (35) | ||
10.33 | Security Agreement for the $25,000,000 Line of Credit Note, dated as of March 11, 2013 (36) | ||
10.34 | Security Agreement for the 8% Note, dated as of March 11, 2013 (37) | ||
10.35 | Subordination Agreement dated as of March 11, 2013 (38) | ||
10.36 | Rescission Agreement dated as of September 16, 2013(39) | ||
10.37 | Waiver, dated as of September 16, 2013 (39) | ||
10.38 | Certificate of Elimination (39) | ||
10.39 | Certificate of Designations of the Series A Convertible Preferred Stock (39) | ||
10.40 | Certificate of Designations of the Series B Convertible Preferred Stock (39) | ||
10.41 | Exchange Agreement, dated as of September 16, 2013 (39) | ||
10.42 | Warrant (39) | ||
10.43 | PIPE Exchange Agreement (39) | ||
10.44 | Form of Subordination Agreement (40) | ||
10.45 | Form of Exchange Agreement for LOC Investors (41) | ||
10.46 | Form of Commitment Letter under New $25,000,000 Line of Credit (42) | ||
10.47 | Agreement and Plan of Merger, dated as of December 16, 2013, by and among Viggle Inc., Viggle Merger Sub Inc., wetpaint.com, Inc., certain stockholders of wetpaint.com, Inc. (solely with respect to Articles 1, 5 and 6 and Subsection 11.1) and the Shareholder Representative Services LLC (solely in its capacity as the Stockholders' Agent) (43) | ||
10.48 | Promissory Note, dated as of December 11, 2013, issued by Viggle Inc. to Sillerman Investment Company II LLC (44) | ||
10.49 | Second Amendment, dated as of December 16, 2013, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (45) | ||
10.50 | Amended and Restated Viggle Inc. 2011 Executive Incentive Plan (46) | ||
10.51 | Revolving Loan Agreement (47) | ||
10.52 | Stockholders Agreement, dated as of January 29, 2014, by and among the registrant, Nancy Lee, as representative and former stockholders of Dijit Media, Inc. (48) | ||
10.53 | Amended Form of Warrant for May 2012 PIPE Transaction (49) | ||
10.54 | Third Amendment, dated as of February 13, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (50) | ||
10.55 | Form of Certificate of Amendment to Articles of Incorporation (51) | ||
10.56 | Fourth Amendment, dated as of March 11, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (52) | ||
10.57 | Pledge and Security Agreement, dated as of March 11, 2014, by and between Viggle Inc. and Deutsche Bank Trust Company Americas, and its successors and assigns (53) | ||
10.58 | Software License and Services Agreement, dated as of March 10, 2014, by and between Viggle Inc. and SFX Entertainment, Inc. (54) | ||
10.59 | Amendment to Articles of Incorporation of Viggle Inc. (55) | ||
10.60 | Amendment to the Employment Agreement of Robert F.X. Sillerman (56) | ||
10.61 | Form of Amendment to the Employment Agreements of Gregory Consiglio, John Small and Kevin Arrix (57) | ||
10.62 | Form of Exchange Agreement with Holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (58) | ||
10.63 | Agreement and Plan of Merger, dated as of June 24, 2014, by and among Viggle Inc.,Viggle Merger Sub III Inc., Choose Digital Inc., certain stockholders of Choose Digital Inc., and (solely with respect to Articles 1, 5 and 6 and Subsection 10.1) Amossyklein Family Holdings, LLLP (solely in its capacity as the Stockholders’Agent) (59) | ||
10.64 | Certificate of Designation of Series C Preferred Stock (60) | ||
10.65 | Securities Purchase Agreement dated October 24, 2014 by and between the Company and Sillerman Investment Company III, LLC (61) | ||
10.66 | Line of Credit Promissory Note, dated as of October 24, 2014 issued by the Company in favor of Sillerman Investment Company III, LLC (62) | ||
10.67 | Form of Warrant issuable pursuant to the Securities Purchase Agreement (63) | ||
10.68 | Registration Rights Agreement, dated as of October 24, 2014, by and between the Company and Sillerman Investment Company III LLC (64) | ||
10.69 | Fifth Amendment to Term Loan Agreement, dated as of October 24, 2014, by and between the Company and Deutsche Bank Trust Company Americas (65) | ||
10.70 | Subordination Agreement, dated as of October 24, 2014, by and between Sillerman Investment Company III LLC and Deutsche Bank Trust Company Americas, and acknowledged by the Company (66) | ||
10.71 | Sales Agency Agreement dated January 22, 2015 by and between the Company and SFX-94 LLC (67) | ||
10.72 | Amended and Restated Shared Services Agreement (68) | ||
10.73 | Amendment to the Employment Agreement between the Company and Greg Consiglio (69) | ||
10.74 | Amendment to the Employment Agreement between the Company and Kevin Arrix (70) | ||
10.75 | Line of Credit Grid Promissory Note, dated as of June 11, 2015, by and between the Company and Sillerman Investment Company IV LLC (71) | ||
10.76 | Forbearance Agreement dated as of July 31, 2015 by and between Viggle Inc. and AmossyKlein Family Holdings, LLLP (72) | ||
10.77 | Asset Purchase Agreement by and among by and among MGT Sports, Inc., MGT Capital Investments, Inc., DraftDay Gaming Group, Inc., and Viggle Inc., dated as of September 8, 2015 (73) | ||
10.78 | Stockholders’ Agreement of DraftDay Gaming Group, Inc., dated as of September 8, 2015(74) | ||
10.79 | Form of Promissory Note between Viggle Inc. and MGT Sports, Inc.(75) | ||
10.80 | Separation Agreement between Viggle Inc. and Kevin Arrix(76) | ||
10.81 | Amended and Restated Employment Agreement between Viggle Inc. and Olga Bashkatova(77) | ||
10.82 | Subscription Agreement dated December 3, 2015 between Viggle Inc. and Sillerman Investment Company IV LLC(78) | ||
10.83 | Asset Purchase Agreement, dated as of December 13, 2015, by and between Viggle Inc. and Perk.com Inc.(79) | ||
10.84 | Credit Agreement, dated as of December 13, 2015, by and between Viggle Inc. and Perk.com Inc.(80) | ||
10.85 | Amendment to Amended and Restated Certificate of Incorporation(81) | ||
10.86 | Amendment to Employment Agreement of Mitchell J. Nelson(82) | ||
10.87 | Secured Revolving Promissory Note dated January 27, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(83) | ||
10.88 | Security Agreement dated January 27, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(84) | ||
10.89 | Certificate of Designation of Series D Preferred Stock(85) | ||
10.90 | Form of Exchange Agreement between DraftDay Fantasy Sports Inc. and MGT Sports, Inc.(86) | ||
10.91 | Secured Revolving Promissory Note dated March 29, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(87) | ||
10.92 | Security Agreement dated March 29, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(88) | ||
10.93 | Binding Term Sheet between DraftDay Fantasy Sports Inc. and Rant Inc.(89) | ||
10.94 | Secured Revolving Promissory Note dated April 29, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(90) | ||
10.95 | Security Agreement dated April 29, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(91) | ||
10.96 | Subscription Agreement, dated as of May 9, 2016, by and between DraftDay Fantasy Sports Inc. and Sillerman Investment Company III LLC(92) | ||
10.97 | Secured Revolving Promissory Note dated May 16, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(93) | ||
10.98 | Security Agreement dated May 16, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(94) | ||
10.99 | Exchange Agreement dated June 14, 2016 between DraftDay Fantasy Sports Inc. and MGT Sports, Inc.(95) | ||
10.100 | Secured Revolving Promissory Note dated June 27, 2016 between DraftDay Fantasy Sports and Sillerman Investment Company VI LLC(96) | ||
10.101 | Security Agreement dated June 27, 2016 between DraftDay Fantasy Sports Inc. and Sillerman Investment Company VI LLC(97) | ||
10.102 | Convertible Promissory Note dated June 27, 2016 between DraftDay Fantasy Sports Inc. and Reaz Islam(98) | ||
10.103 | Employment Agreement between DraftDay Fantasy Sports Inc. and Michelle Lanken(99) | ||
10.104 | Asset Purchase Agreement between Function(x) Inc. and Rant, Inc.(100) | ||
10.105 | Certificate of Designation of Series E Preferred Stock(101) | ||
10.106 | Secured Convertible Note between Function(x) Inc. and Rant ,Inc.(102) | ||
10.107 | Note Purchase Agreement between Function(x) Inc. and Rant, Inc.(103) | ||
10.108 | Security Agreement between Function(x) Inc. and Rant, Inc.(104) | ||
10.109 | Subordination Agreement between Function(x) Inc., Sillerman Investment Company III LLC, Sillerman Investment Company IV LLC, Sillerman Investment Company VI LLC and Rant, Inc.(105) | ||
10.110 | Intercreditor Agreement between Function(x) Inc., Sillerman Investment Company III LLC, Sillerman Investment Company IV LLC, Sillerman Investment Company VI LLC and Rant, Inc.(106) | ||
10.111 | Securities Purchase Agreement dated July 8, 2016(107) | ||
10.112 | Security Agreement dated July 8, 2016 between Function(x) Inc. and holders of Debentures(108) | ||
10.113 | Registration Rights Agreement dated July 8, 2016(109) | ||
10.114 | Form of Debenture(110) | ||
10.115 | Form of Warrant(111) | ||
10.116 | Form of Lock-Up Agreement(112) | ||
10.117 | Exchange Agreement dated July 8, 2016 between Function(x) Inc. and Sillerman Investment Company III LLC, Sillerman Investment Company IV LLC, and Sillerman Investment Company VI LLC(113) | ||
10.118 | Amendment to Securities Purchase Agreement and Consent to Modify Debentures dated July 20, 2016(114) | ||
10.119 | Amendment to Subordination Agreement dated July 20, 2016(115) | ||
10.120 | Amendment to Exchange Agreement dated July 20, 2016(116) | ||
10.121 | Employment Agreement of Birame Sock(117) | ||
10.122 | Amended and Restated Certificate of Designations of the Series C Preferred Stock of Function(x) Inc.(118) | ||
10.123 | Note Exchange Agreement dated August 22, 2016 between Function(x) Inc., Sillerman Investment Company III LLC, Sillerman Investment Company IV LLC and Sillerman Investment Company VI LLC(119) | ||
10.124 | Amendment to Certificate of Incorporation of Function(x) Inc.(120) | ||
10.125 | Securities Purchase Agreement between Function(x) Inc. and Perk Inc.(121) | ||
14.1 | Code of Business Conduct and Ethics (122) | ||
21.1 | List of Subsidiaries | ||
23.1 | Consent of Independent Registered Public Accounting Firm* | ||
31.1 | Certification of Principal Executive Officer* | ||
31.2 | Certification of Principal Accounting Officer* | ||
32.1 | Section 1350 Certification of Principal Executive Officer* | ||
32.2 | Section 1350 Certification of Principal Accounting Officer* | ||
99.1 | Press release, dated as of September 21, 2015, announcing financial results for the quarter and year ended June 30, 2015* | ||
(1 | ) | Incorporated by reference to Exhibit D to the registrant's Proxy Statement on Schedule 14D filed on August 16, 1994. Amendments thereto are incorporated by reference to the Registrant's Current Report on Form 8-K filed on February 16, 2011 and to the Registrant's Current Report on Form 8-K filed on June 7, 2012. In addition, the Certificate of Designations for the registrant's Series C Convertible Preferred Stock, the only class of preferred stock outstanding, is incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(2 | ) | Incorporated by reference to the registrant's Exhibit E to Proxy Statement on Schedule 14A filed on August 16, 1994 | |
(3 | ) | Incorporated by reference to the registrant's registration statement on Form S-1 filed on May 25, 2011 | |
(4 | ) | Incorporated by reference to the registrant's Current Report on Form 8-K filed on February 22, 2011 | |
(5 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on February 16, 2011 | |
(6 | ) | Incorporated by reference to Exhibit 10.7 to the registrant's registration statement on Form S-1/A filed on October 7, 2011 | |
(7 | ) | Incorporated by reference to Exhibit 10.8 to the registrant's registration statement on Form S-1/A filed on October 7, 2011 | |
(8 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 3, 2011 | |
(9 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 26, 2011 | |
(10 | ) | Incorporated by reference to Exhibit 10.13 to the registrant's Registration Statement on Form S-1/A filed on November 23, 2011 | |
(11 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 29, 2011. | |
(12 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current report on Form 8-K filed on December 29, 2011. | |
(13 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 4, 2012 | |
(14 | ) | Incorporated by reference to Exhibit 10.18 to the registrant's registration statement on Form S-1/A filed on April 5, 2012 | |
(15 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on April 9, 2012 | |
(16 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(17 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(18 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(19 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(20 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Quarterly Report on Form 8-K filed on May 15, 2012 | |
(21 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on July 6, 2012 | |
(22 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 14, 2012 | |
(23 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 14, 2012 | |
(24 | ) | Incorporated by reference to Exhibit 13.2 to the registrant's Quarterly Report on Form 10-Q filed on May 12, 2011. An amendment to the agreement is incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on November 5, 2012 | |
(25 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on November 5, 2012 | |
(26 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on November 19, 2012 | |
(27 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 7, 2012 | |
(28 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 17, 2012 | |
(29 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 11, 2013 | |
(30 | ) | Incorporated by reference to Exhibit 10.35 to the registrant's Quarterly Report on Form 10-Q filed February 14, 2013 | |
(31 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(32 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(33 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(34 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K/A filed on March 19, 2013 | |
(35 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(36 | ) | Incorporated by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(37 | ) | Incorporated by reference to Exhibit 10.7 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(38 | ) | Incorporated by reference to Exhibit 10.8 to the registrant's Current Report on Form 8-K filed on March 15, 2013 | |
(39 | ) | Incorporated by reference to the Exhibits 10.36, 10.37, 10.38, 10.39, 10.40, 10.41, 10.42 and 10.43 to the registrant's Annual Report on Form 10-K filed on September 17, 2013 | |
(40 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(41 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(42 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on December 2, 2013 | |
(43 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(44 | ) | Incorporated by reference to Exhibit 2.2 to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(45 | ) | Incorporated by reference to Exhibit 2.3 to the registrant's Current Report on Form 8-K filed on December 16, 2013 | |
(46 | ) | Incorporated by reference to the registrant's Preliminary Information Statement on Schedule 14C filed on January 10, 2014 | |
(47 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on February 6, 2014 | |
(48 | ) | Incorporated by reference to Exhibit 1.1 to the Schedule 13D/A filed on February 10, 2014 | |
(49 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed on February 10, 2014 | |
(50 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on February 20, 2014 | |
(51 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on March 10, 2014 | |
(52 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(53 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(54 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on March 14, 2014 | |
(55 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(56 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(57 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on March 18, 2014 | |
(58 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 24, 2014 | |
(59 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on June 25, 2014 | |
(60 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(61 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(62 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(63 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(64 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(65 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(66 | ) | Incorporated by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed on October 27, 2014 | |
(67 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(68 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(69 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(70 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on January 23, 2015 | |
(71 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 12, 2015 | |
(72 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 6, 2015 | |
(73 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 9, 2015 | |
(74 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on September 9, 2015 | |
(75 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on September 9, 2015 | |
(76 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 2, 2015 | |
(77 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 27, 2015 | |
(78 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 7, 2015 | |
(79 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on December 14, 2015 | |
(80 | ) | Incorporated by reference to Exhibit 2.2 to the registrant's Current Report on Form 8-K filed on December 14, 2015 | |
(81 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on January 28, 2016 | |
(82 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on January 28, 2016 | |
(83 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on February 2, 2016 | |
(84 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on February 2, 2016 | |
(85 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on March 30, 2016 | |
(86 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on March 30, 2016 | |
(87 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on March 30, 2016 | |
(88 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on March 30, 2016 | |
(89 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on April 29, 2016 | |
(90 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 3, 2016 | |
(91 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on May 3, 2016 | |
(92 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 13, 2016 | |
(93 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 20, 2016 | |
(94 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on May 20, 2016 | |
(95 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 17, 2016 | |
(96 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on June 30, 2016 | |
(97 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on June 30, 2016 | |
(98 | ) | Incorporated by reference to Exhibit 10.9 to the registrant's Current Report on Form 8-K filed on June 30, 2016 | |
(99 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on July 6, 2016 | |
(100 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(101 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(102 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(103 | ) | Incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(104 | ) | Incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(105 | ) | Incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(106 | ) | Incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(107 | ) | Incorporated by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(108 | ) | Incorporated by reference to Exhibit 10.7 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(109 | ) | Incorporated by reference to Exhibit 10.8 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(110 | ) | Incorporated by reference to Exhibit 10.9 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(111 | ) | Incorporated by reference to Exhibit 10.10 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(112 | ) | Incorporated by reference to Exhibit 10.11 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(113 | ) | Incorporated by reference to Exhibit 10.12 to the registrant's Current Report on Form 8-K filed on July 13, 2016 | |
(114 | ) | Incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on July 26, 2016 | |
(115 | ) | Incorporated by reference to Exhibit 2.2 to the registrant's Current Report on Form 8-K filed on July 26, 2016 | |
(116 | ) | Incorporated by reference to Exhibit 2.3 to the registrant's Current Report on Form 8-K filed on July 26, 2016 | |
(117 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 3, 2016 | |
(118 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on August 22, 2016 | |
(119 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on August 22, 2016 | |
(120 | ) | Incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on September 16, 2016 | |
(121 | ) | Incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on October 6, 2016 | |
(122 | ) | Incorporated by reference to Exhibit 14.1 to the registrant's Information Statement on Form S-1/A filed on October 7, 2011 | |
/s/ Robert F.X. Sillerman | ||
Robert F.X. Sillerman | ||
Chief Executive Officer (Principal Executive Officer) | ||
/s/ Michelle Lanken | ||
Michelle Lanken | ||
Chief Financial Officer | ||
/s/ Robert F.X. Sillerman | ||||
Robert F.X. Sillerman | ||||
Chief Executive Officer (Principal Executive Officer) | ||||
/s/ John C. Small | ||||
John C. Small | ||||
Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||
Document and Entity Information - USD ($) |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Sep. 30, 2016 |
|
| Document And Entity Information | ||
| Entity Registrant Name | Function(x) Inc. | |
| Entity Central Index Key | 0000725876 | |
| Document Type | 10-K | |
| Document Period End Date | Jun. 30, 2016 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --06-30 | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Voluntary Filers | No | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Public Float | $ 17,235,392 | |
| Entity Common Stock, Shares Outstanding | 3,056,353,000 | |
| Document Fiscal Period Focus | FY | |
| Document Fiscal Year Focus | 2016 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Statement of Comprehensive Income [Abstract] | ||
| Net loss | $ (63,689) | $ (78,539) |
| Other comprehensive income, net of tax | ||
| Unrealized loss on available for sale securities | (361) | 0 |
| Other comprehensive loss | (361) | 0 |
| Comprehensive loss | $ (64,050) | $ (78,539) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) |
Total |
Series D conversion to common stock |
Common stock issued for MGT debt conversion |
Conversion of Sillerman debt to common stock |
Common stock issued for Kuusamo debt conversion |
Common stock issued to Coda search - debt conversion |
Common stock purchased - PP - Reaz Islam |
Series C conversion to common |
Stock Options |
Restricted Stock |
Public Offering |
Common Stock |
Common Stock
Conversion of Sillerman debt to common stock
|
Common Stock
Series C conversion to common
|
Class D Preferred Stock |
Class D Preferred Stock
Series D conversion to common stock
|
Additional Paid-In Capital |
Additional Paid-In Capital
Series D conversion to common stock
|
Additional Paid-In Capital
Common stock issued for MGT debt conversion
|
Additional Paid-In Capital
Conversion of Sillerman debt to common stock
|
Additional Paid-In Capital
Common stock issued for Kuusamo debt conversion
|
Additional Paid-In Capital
Common stock issued to Coda search - debt conversion
|
Additional Paid-In Capital
Common stock purchased - PP - Reaz Islam
|
Additional Paid-In Capital
Series C conversion to common
|
Additional Paid-In Capital
Stock Options
|
Additional Paid-In Capital
Restricted Stock
|
Additional Paid-In Capital
Public Offering
|
Treasury Stock |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Non-Controlling Interest |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance at Jun. 30, 2014 | $ 39,802,000 | $ 1,000 | $ 0 | $ 340,178,000 | $ (11,556,000) | $ (288,821,000) | |||||||||||||||||||||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||
| Net loss | (78,539,000) | (78,539,000) | |||||||||||||||||||||||||||||
| Purchase of common stock from former officer | (360,000) | (360,000) | |||||||||||||||||||||||||||||
| Accretion of Series C Convertible Redeemable Preferred Stock | 135,000 | 135,000 | |||||||||||||||||||||||||||||
| Undeclared Series C Preferred Stock Dividend | (468,000) | (468,000) | |||||||||||||||||||||||||||||
| Common stock offerings | 0 | $ 12,459,000 | $ 12,459,000 | ||||||||||||||||||||||||||||
| Common stock issued for services | 208,000 | 208,000 | |||||||||||||||||||||||||||||
| Common stock issued in settlement of Blue Spike litigation | 139,000 | 139,000 | |||||||||||||||||||||||||||||
| Share based compensation in connection with Securities Purchase Agreement | 2,657,000 | 2,657,000 | |||||||||||||||||||||||||||||
| Restricted stock - share based compensation | 24,649,000 | 24,649,000 | |||||||||||||||||||||||||||||
| Employee stock options share based compensation | $ 3,650,000 | $ 3,650,000 | |||||||||||||||||||||||||||||
| Other comprehensive loss | 0 | ||||||||||||||||||||||||||||||
| Add: Net loss attributable to non-controlling interest | 0 | ||||||||||||||||||||||||||||||
| Series D issuance | 0 | ||||||||||||||||||||||||||||||
| Preferred stock issued | 0 | ||||||||||||||||||||||||||||||
| Other matter related to Choose Digital RSUs (Note 12) | 0 | ||||||||||||||||||||||||||||||
| Ending balance at Jun. 30, 2015 | 4,332,000 | 1,000 | 0 | 383,607,000 | (11,916,000) | (367,360,000) | |||||||||||||||||||||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||
| Net loss | (63,689,000) | (61,863,000) | $ (1,826,000) | ||||||||||||||||||||||||||||
| Undeclared Series C Preferred Stock Dividend | (1,156,000) | (1,156,000) | |||||||||||||||||||||||||||||
| Common stock offerings | 4,117,000 | ||||||||||||||||||||||||||||||
| Employee stock options share based compensation | $ 235,000 | $ 11,998,000 | $ 235,000 | $ 11,998,000 | |||||||||||||||||||||||||||
| Other comprehensive loss | (361,000) | $ (361,000) | |||||||||||||||||||||||||||||
| Add: Net loss attributable to non-controlling interest | 1,826,000 | ||||||||||||||||||||||||||||||
| Shares issued for acquisition | 2,365,000 | 1,755,000 | 610,000 | ||||||||||||||||||||||||||||
| Common stock and warrants of Draftday issued for management service contracts | 1,733,000 | 1,733,000 | |||||||||||||||||||||||||||||
| Series A investment into DDGG | 256,000 | 256,000 | |||||||||||||||||||||||||||||
| Series D issuance | 110,000 | 110,000 | |||||||||||||||||||||||||||||
| Preferred stock issued | 7,751,000 | $ 0 | $ 797,000 | $ 71,000 | $ 5,000 | $ 200,000 | $ 7,751,000 | $ 1,000 | $ (110,000) | $ 110,000 | $ 797,000 | $ 71,000 | $ 5,000 | $ 200,000 | $ 7,750,000 | ||||||||||||||||
| Conversion of Sillerman debt to common stock | $ 4,112,000 | $ 1,000 | $ 4,111,000 | ||||||||||||||||||||||||||||
| Accretion of Series C Convertible Redeemable Preferred Stock | 280,000 | 280,000 | |||||||||||||||||||||||||||||
| Interest income on note receivable from shareholders | 2,000 | 2,000 | |||||||||||||||||||||||||||||
| Other matter related to Choose Digital RSUs (Note 12) | 843,000 | 843,000 | |||||||||||||||||||||||||||||
| Ending balance at Jun. 30, 2016 | $ (30,116,000) | $ 3,000 | $ 0 | $ 409,765,000 | $ (11,916,000) | $ (361,000) | $ (428,380,000) | $ 773,000 |
Basis of Presentation and Consolidation |
12 Months Ended |
|---|---|
Jun. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Basis of Presentation and Consolidation | Basis of Presentation and Consolidation On January 27, 2016, Function(x) Inc. (“Function(x)” and/or the “Company”) changed its name from Viggle Inc. to DraftDay Fantasy Sports, Inc. ("DraftDay"), and changed its ticker symbol from VGGL to DDAY. On June 10, 2016, the Company changed its name from DraftDay Fantasy Sports, Inc. to Function(x) Inc., and changed its ticker symbol from DDAY to FNCX. It now conducts business under the name Function(x) Inc. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. The Company has nine wholly-owned subsidiaries, Function(x) Inc., Project Oda, Inc., Sports Hero Inc., Loyalize Inc., Viggle Media Inc., VX Acquisition Corp., Nextguide Inc., Wetpaint.com, Inc. ("Wetpaint"), and Choose Digital Inc. ("Choose Digital"), each a Delaware corporation. The Company also owns approximately 49% of the issued and outstanding common stock of DDGG, and also appoints a majority of the members of its Board of Directors. All significant intercompany accounts and transactions have been eliminated in consolidation. On September 8, 2015, the Company and its newly created subsidiary DraftDay Gaming Group, Inc. (“DDGG”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with MGT Capital Investments, Inc. (“MGT Capital”) and MGT Sports, Inc. (“MGT Sports”), pursuant to which the Company acquired all of the assets of the DraftDay.com business (the “DraftDay Business” or "DraftDay.com") from MGT Capital and MGT Sports. On February 8, 2016, the Company completed the sale of assets related to the Company’s rewards business, including the Viggle App, in accordance with the Asset Purchase Agreement (the "Perk Agreement") with Perk.com, Inc. ("Perk") entered into on December 13, 2015. Management entered into this binding sales agreement following a strategic decision to divest the operations related to the Viggle App and place greater focus on its remaining businesses. The assets, liabilities and operations related to Loyalize Inc., and Nextguide Inc. (as well as the portion of the assets relating to the Company's discontinued rewards business within the Company) have been classified as discontinued operations in the accompanying consolidated financial statements for all periods presented. In accordance with Accounting Standards Codification ("ASC") No. 205, Presentation of Financial Statements, the inter-segment revenues and expenses related to services provided by Choose Digital to the Viggle rewards business (discontinued operations) are presented at cost in the Consolidated Statements of Operations. In December 2015, as a result of the sale of certain assets to Perk and acquisition of the DraftDay Business, we reorganized the organizational management and oversight of the Company into three segments (see Note 4, Segments). Accordingly, prior period financial information has been recast to confirm to the current period presentation. These changes impacted Note 4: Segments and Note 3: Summary of Significant Accounting Policies, with no impact on consolidated net loss or cash flows in any period. On July 12, 2016, the Company and RACX Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“RACX”), completed an acquisition pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Rant, Inc., a Delaware corporation, pursuant to which RACX has acquired the assets of Rant (the “Asset Purchase”) used in the operation of Rant’s Rant.com independent media network and related businesses (the “Rant Assets”). We acquired assets of Rant for $2,000 in assumed liabilities, a $3,000 note, and 4,435 shares of Function(x) Inc. Series E Convertible Preferred Stock which, upon satisfaction of certain conditions including shareholder approval, will be convertible into shares of our common stock equal to 22% of the fully diluted shares outstanding, in a move to become a market leader in social publishing. On September 16, 2016,the Company amended its Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1 for 20 (the "Reverse Stock Split"). Owners of fractional shares outstanding after the Reverse Stock Split will be paid cash for such fractional interests. The effective date of the Reverse Stock Split is September 16, 2016. All common stock share amounts disclosed in this Form 10-K have been adjusted to reflect the Reverse Stock Split. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company's ability to continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity or debt financing to continue development of its business and to generate revenue. Management intends to raise additional funds through equity and/or debt offerings until sustainable revenues are developed. There is no assurance such equity and/or debt offerings will be successful and therefore there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Line of Business |
12 Months Ended |
|---|---|
Jun. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Line of Business | Line of Business The Company conducts business through three operating segments: Wetpaint, Choose Digital and DDGG. These operating segments are described below. Through Wetpaint, the Company reports original news stories and publishes information content covering top television shows, music, celebrities, entertainment news and fashion. Wetpaint publishes more than 55 new articles, videos and galleries each day. The Company generates revenues through wetpaint.com by displaying advertisements to wetpaint.com users as they view its content. Choose Digital is a white-label digital marketplace featuring a recent and wide range of digital content, including music, movies, TV shows, eBooks and audiobooks. The content is sourced from the world’s leading record companies and book publishers and an aggregator of movie and TV content. Choose Digital generates revenues when participants in Choose Digital's clients' loyalty programs redeem loyalty credits for digital content provided by Choose Digital. For example, if a participant in a loyalty program redeems credits for a song download provided by Choose Digital, the client loyalty program pays Choose Digital for the download. The Company's wholly owned subsidiary, DDGG, made a recent investment in the DraftDay.com platform. Through DraftDay.com, users can draft a fantasy sports team within a salary cap, follow game action and reap rewards. DraftDay.com will continue to offer high-quality entertainment to consumers as well as to businesses desiring turnkey solutions to new revenue streams. See Note 6, Acquisitions, for further details on this acquisition. |
Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Jun. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid securities purchased with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value and primarily consists of money market funds that are readily convertible into cash. Restricted cash comprises amounts held in deposit that were required as collateral under the lease of office space and security interest held by Deutsche Bank Trust Company Americas in connection with the Company's debt agreement more fully described in Note 9, Loans Payable. Marketable Securities In February 2016, the Company received 1,370,000 shares of Perk's stock, which is publicly traded on the Toronto Stock Exchange, as part of the consideration in the sale of assets described in the Perk Agreement. These securities are short-term marketable securities, and have been classified as “available-for-sale” securities. Pursuant to ASC 320-10, “Investments - Debt and Equity Securities” the Company's marketable securities are marked to market on a quarterly basis, with unrealized gains and losses recorded in equity as Other Comprehensive Income/Loss. Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon historical loss patterns, the number of days that the billings are past due and an evaluation of the potential risk associated with delinquent accounts. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of such institutions. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract. The Company generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Actual credit losses during the years ended June 30, 2016 and June 30, 2015 were $549 and $0, respectively. Fair Value of Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of Perk marketable securities held is marked-to-market on a quarterly basis using the closing day share price of the last business day of the quarter. The changes to fair value are recorded in Other Comprehensive Income/Loss. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model. The changes to fair value are recorded in the Consolidated Statement of Operations. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar issues, are the same as those that were given to the Company at the issuance of these loans. Property and Equipment Property and equipment (consisting primarily of computers, software, furniture and fixtures, and leasehold improvements) is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure they are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred, while betterments are capitalized. Gains and losses on disposals are included in the results of operations. The estimated useful lives of the Company's property and equipment is as follows: computer equipment and software: 3 years; furniture and fixtures: 4 years; and leasehold improvements: the lesser of the lease term or life of the asset. Business Combinations and Goodwill Business combinations are accounted for using the acquisition method of accounting. The Company allocates the purchase price of acquired companies to the identifiable assets acquired, liabilities assumed and any non-controlling interest based on their acquisition date estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. Any contingent consideration to be transferred to the acquiree is recognized at fair value at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires the Company to make significant estimates and assumptions, including assumptions related to future cash flows, discount rates, asset lives and the probability of future cash pay-outs related to contingent consideration. The estimates of fair value are based upon assumptions believed to be reasonable by management, but are inherently uncertain and unpredictable and, therefore, actual results may differ from estimates. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's reporting units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a reporting unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the reporting units retained. As required by Accounting Standards Codification (“ASC”) 350, "Goodwill and Other Intangible Assets", the Company tests goodwill for impairment during the fourth quarter of its fiscal year. Goodwill is not amortized, but instead tested for impairment at the reporting unit level at least annually and more frequently upon occurrence of certain events. As noted above, the Company has three reporting units. The annual goodwill impairment test is a two step process. First, the Company determines if the carrying value of its reporting unit exceeds fair value, which would indicate that goodwill may be impaired. If the Company then determines that goodwill may be impaired, it compares the implied fair value of the goodwill to its carrying amount to determine if there is an impairment loss. Historically, the Company had one reporting unit. However, in connection with the sale of a significant portion of the Company's assets (see Note 1, Basis of Presentation and Consolidation), the remaining operations were divided into 3 reporting units (see Note 4, Segments). The Company engaged a third-party valuation firm to test the Choose Digital and Wetpaint reporting units for goodwill impairment. The DDGG reporting unit was not tested for impairment at December 31, 2015 as the acquisition of this entity occurred in September 2015. The Company determined that the fair value of both of the Wetpaint and Choose Digital reporting units were significantly below their respective carrying values, indicating that goodwill related to these reporting units may be impaired. The Company determined the fair value of all long-lived assets other than goodwill related to each reporting unit and calculated the residual goodwill value for each. Upon comparing the residual goodwill values to the respective carrying values, the Company determined that there was an impairment loss on both the Choose Digital and Wetpaint reporting units. As a result, the Company recorded an impairment loss of $4,335 related to the Choose Digital reporting unit and $10,708 related to the Wetpaint reporting unit in the Selling, general and administrative expense line of the Consolidated Statements of Operations during the six months ended December 31, 2015. Upon the finalization of the December 31, 2015 Choose Digital and Wetpaint goodwill impairment analysis, the consolidated goodwill ending balances as of March 31, 2016 were adjusted by $3,350 at June 30, 2016. The Company also recorded an additional goodwill impairment loss of $1,678 in the Selling, general and administrative expense line and reduced the gain on the sale of the Viggle Business by $1,672 in the Consolidated Statement of Operations during the nine months ended March 31, 2016 as a result of the finalization of the December 2015 Choose Digital and Wetpaint impairment analysis. There were no other impairments of goodwill related to the Choose Digital or Wetpaint reporting units recorded during the year ended June 30, 2016. At June 30, 2016, the Company determined that the fair value of the DDGG reporting unit was significantly below its carrying value, indicating that goodwill may be impaired. The Company determined the fair value of all long-lived assets other than goodwill and calculated the residual goodwill for the reporting unit. The residual goodwill was higher than the carrying value of goodwill related to the DDGG reporting unit, therefore the Company did not record an impairment loss for DDGG goodwill during the year ended June 30, 2016. There were no impairments to goodwill recorded during the year ended June 30, 2015. Other Long-Lived Assets The Company accounts for the impairment of long-lived assets other than goodwill in accordance with ASC 360, “Property, Plant, and Equipment” ("ASC 360"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. At June 30, 2015, the Company determined that certain intangible assets related to the acquisition of Choose Digital were impaired. Due to a shift in the Company's business operations and utilization of its resources, during the fourth quarter of fiscal 2015, the Company determined that intangible assets related to customer relationships and trade name no longer had value. Therefore, such assets were written off as of June 30, 2015. The total amount of the write off was $2,085 and is included in selling, general and administrative costs in the accompanying Consolidated Statements of Operations. There were no other impairments of long-lived assets during the year ended June 30, 2015. At December 31, 2015, as described above, the Company determined that the fair value of the Choose Digital and Wetpaint reporting units tested was significantly below the respective carrying values and assessed the fair values of the long-lived assets other than goodwill for each reporting unit. Upon comparing the fair values of the long-lived assets to their respective carrying values, the Company recorded a loss of $1,331 on intangible assets related to Choose Digital's software and licenses, and a loss of $11,418 on intangible assets related to Wetpaint's technology, trademark, customer relationships and non-competition agreements, during the three months ended December 31, 2015. There were no other impairments of long-lived assets related to the Choose Digital or Wetpaint reporting units during the year ended June 30, 2016. At June 30, 2016, the Company determined that certain intangible assets related to the acquisition of Draftday.com were impaired. At June 30, 2016, DDGG's Management Services Agreement By and Between DraftDay Gaming Group, Inc. and Sportech Racing, LLC ("Sportech MSA") terminated, which led to a significantly lower revenues forecast for the reporting unit. As a result, the Company determined that the intangible assets related to internally developed software, trade name and non-compete agreements were impaired. The Company recorded a loss of $749 on intangible assets related to DDGG during the year ended June 30, 2016. Capitalized Software The Company records amortization of acquired software on a straight-line basis over the estimated useful life of the software. In addition, the Company records and capitalizes internally generated computer software and, appropriately, certain internal costs have been capitalized in the amounts of $1,498 and $1,610 as of June 30, 2016 and June 30, 2015, respectively, in accordance with ASC 350-40, "Internal-use Software". Once software is placed into service, the Company records amortization on a straight-line basis over the estimated useful life of the software. The change in capitalized software is due to impairment of long-term assets related to Choose Digital and Wetpaint businesses described earlier, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. DDGG Player Deposits The Company maintains a separate bank account to hold player deposits in accordance with current industry regulations. The player deposits bank account represents money reserved for player withdrawals and winnings. Accordingly, the Company records an offsetting liability at the time of receipt of player deposits. Deferred Rent The Company currently leases office space for its corporate office, and as part of the lease agreement the landlord provided a rent abatement for the first 10 months of the lease. In 2014, the Company entered into two lease agreements for its satellite offices which provided for tenant improvement work sponsored by the landlords. The abatement and landlord sponsored improvements have been accounted for as a reduction of rental expense over the life of the lease. The Company accounts for rental expense on a straight line basis over the entire term of the lease. Deferred rent is equal to the cumulative timing difference between actual rent payments and recognized rental expense. The satellite office leases were terminated in Fiscal 2016. The Company wrote-off residual leasehold improvement and deferred rent balances related to landlord sponsored tenant improvement work, and recorded a write-off of $83 in the Consolidated Statements of Operations for the year ended June 30, 2016. Revenue Recognition The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement. Advertising Revenue: the Company generates advertising revenue primarily from third-party advertising via real-time bidding, which is typically sold on a per impression basis. Deferred Revenue: deferred revenue consists principally of prepaid but unrecognized revenue. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met. Barter Revenue: barter transactions represent the exchange of advertising or programming for advertising, merchandise or services. Barter transactions which exchange advertising for advertising are accounted for in accordance with Emerging Issues Task Force Issue No. 99-17 "Accounting for Advertising Barter Transactions" (ASC Topic 605-20-25). Such transactions are recorded at the fair value of the advertising provided based on the Company's own historical practice of receiving cash for similar advertising from buyers unrelated to the counter party in the barter transactions. Barter transactions which exchange advertising or programming for merchandise or services are recorded at the monetary value of the revenue expected to be realized from the ultimate disposition of merchandise or services. The Company recognized barter revenue and barter expense for the year ended June 30, 2016 of $428 and $428, respectively. The Company recognized barter revenue and barter expense for the year ended June 30, 2015 of $437 and $437, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718"). Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options and warrants issued. Stock-based awards issued to date are comprised of both restricted stock awards (RSUs) and employee stock options. Marketing Marketing costs are expensed as incurred. Marketing expense for the years ended June 30, 2016 and June 30, 2015 was $603 and$528, respectively, including barter expense. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, "Income Taxes" ("ASC 740"). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon the Company's evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company's policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Comprehensive Loss In accordance with ASC 220, "Comprehensive Income", the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income consists of net income (loss), accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of an unrealized loss on available for sale marketable securities. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates include, among others, fair value of financial assets and liabilities, net realizable values on long-lived assets, certain accrued expense accounts, and estimates related to stock-based compensation. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In May 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"). The amendments in this update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which is not yet effective. This update focuses on improving several aspects of ASU 2014-09, such as assessing the collectability criterion in paragraph 606-10-25-1(e) and accounting for contracts that do not meet the criteria for step 1; presentation of sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; and completed contracts at transition. The Company does not expect the standard to have a material impact on its consolidated financial statements. In April 2016, the FASB issued Accounting Standards Update 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"). The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. This update focuses on clarifying the following two aspects of ASU 2014-09: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The Company does not expect the standard to have a material impact on its consolidated financial statements. In March 2016, FASB issued Accounting Standards Update No. 2016-09, "Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). This update is intended to improve the accounting for employee share-based payments and affects all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including:(a)income tax consequences;(b)classification of awards as either equity or liabilities; and(c) classification on the statement of cash flows. ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-09 on its financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its financial statements. In January 2016, FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). Additionally, it requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Lastly, the standard eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, “Income taxes: Balance Sheet Classification of Deferred Taxes Business” (“ASU 2015-17”). Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In September 2015, the FASB issued Accounting Standard Update No. 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"). This standard requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the ASU 2015-16 require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017 (July 1, 2017 for the Company). The Company does not believe that the adoption of ASU 2015-16 will have a material impact on its consolidated financial statements. |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segments | Segments Historically, the Company had one operating segment. However, in connection with the sale of the Viggle rewards business (discontinued operations) to Perk in February 2016, which represents a significant portion of the Company's assets and revenues, the Company's remaining operations were divided into three operating segments. These segments offer different products and services are separately reviewed in internal management reports, and managed separately.
The accounting policies followed by the segments are described in Note 3, Summary of Significant Accounting Policies. The operating segments of the Company include the assets, liabilities, revenues and expenses that management has determined are specifically or primarily identifiable to each segment, as well as direct and indirect costs that are attributable to the operations of each segment. Direct costs are the operational costs that are administered by the Company following the shared services concept. Indirect costs are the costs of support functions that are provided on a centralized or geographic basis by the Company, which include, but are not limited to, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance and other professional services and general commercial support functions. Central support costs have been allocated to each operating segment based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method (primarily based on net sales or direct payroll costs), depending on the nature of the services received. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the operating segments had been operated on a stand-alone basis for the periods presented. Information regarding the results of each reportable segment is included below. Performance is measured based on unit profit after tax, as included in the internal management reports that are reviewed by the Chief Operating Decision Maker, who is the Company's Chief Executive Officer. Business unit profit is used to measure performance as management believes that such information is the most relevant in evaluating the success of each business and determining the going forward strategy for the Company as a whole. Information about reportable segments:
Reconciliation of revenues attributable to reportable segments to consolidated revenues from continuing operations:
Reconciliation of net loss for reportable segments, net of income taxes to consolidated net loss from continuing operations, net of income taxes:
Total assets for reportable segments:
Reconciliation of assets attributable to reportable segments to consolidated assets of continuing operations:
The Company continues to support the cash needs and operations of DDGG. As of June 30, 2016 the Company has transferred $857 to the DDGG subsidiary. A portion of these transfers, or $500, was funded as part of the purchase price commitment. The remaining transfers are part of the subscription agreement entered into with DDGG on May 12, 2016 (see Note 6, Acquisitions). |
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Discontinued Operations |
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| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations | Discontinued Operations On February 8, 2016, the Company completed the sale of assets related to the Company’s rewards business, including the Viggle App, in accordance with the Perk Agreement entered into on December 13, 2015. Management entered into this binding sales agreement following a strategic decision to divest the operations related to the Viggle App and place greater focus on its remaining businesses. The Company has classified the Viggle assets, liabilities and operations as discontinued operations in the accompanying Consolidated Financial Statements for all periods presented. In accordance with ASC No. 205, Presentation of Financial Statements, the inter-segment revenues and expenses related to services provided by Choose Digital to the Viggle rewards business (discontinued operations) are presented at cost in the Consolidated Statements of Operations. On December 13, 2015, the Company entered into the Perk Agreement. Perk’s shares are currently traded on the Toronto Stock Exchange. On February 8, 2016, pursuant to the Perk Agreement, the Company completed the sale of the assets related to the Company’s rewards business, including the Viggle App, to Perk. The total consideration received, net of transaction fees, was approximately $5,110, and consisted of the following:
At the time the Company entered into the Perk Agreement, Perk provided the Company with a $1,000 secured line of credit, which the Company fully drew down. The Company had the option of repaying amounts outstanding under that line of credit by reducing the number of Initial Perk Shares by 130,000. The Company exercised this option and received 1,370,000 shares of Perk common stock at closing, and the amounts outstanding under the Line of Credit were deemed paid in full. Escrow At the closing, 37.5% (562,600) of the Initial Perk Shares were issued and delivered to an escrow agent to be used exclusively for the purpose of securing the Company's indemnification obligations under the Perk Agreement. On September 30, 2016, the Company sold to Perk the remaining shares (1,013,068) of Perk common stock, the warrants for additional shares, and the right to the Earn-Out Shares received from Perk on the sale of the Viggle rewards business on February 8, 2016. The Company received $1,300 from Perk as consideration therefor. The execution of the Securities Purchase Agreement and closing were simultaneous. The escrowed shares were released as part of this transaction. The Company recognized a gain of $1,060 on this transaction, net of transaction fees. Additionally, after the closing, the Company delivered 357,032 of the Initial Perk Shares to Gracenote, Inc. and Tribune Media Services, Inc., former providers of technology services of the Company, as per the Settlement and Transfer Agreement dated February 5, 2016, to satisfy an obligation. The Company recognized a gain of $593 in the consolidated statements of operations for the year ended June 30, 2016. Results of operations classified as discontinued operations:
Cash flows used in discontinued operations:
Current assets and Non-current assets used in discontinued operations:
Current liabilities and Non-current liabilities used in discontinued operations:
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Acquisitions |
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Acquisitions Acquisition of Choose Digital On June 24, 2014, the Company acquired Choose Digital, a Miami, Florida based, digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. In connection with the acquisition, all outstanding shares of Choose Digital, the Company was required to make a contingent payment, which was due within five business day after June 24, 2015, of $4,792. Such amount was accrued in the accompanying Consolidated Balance Sheets as of June 30, 2015. On June 24, 2015, the Company determined that the maximum amount of contingent consideration of $4,792 should be recorded. As such, the Company adjusted the original estimate of contingent consideration of $2,570 to $4,792. The increase of $2,222 is recorded as an expense and included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations for the year ended June 30, 2015. On July 31, 2015, the Company entered into a Forbearance Agreement with AmossyKlein Family Holdings, LLP ("AmossyKlein"), as representative of the former shareholders of Choose Digital Inc. (the “Stockholders”). The Forbearance Agreement provides that the Company will make monthly installment payments to the Stockholders, beginning on July 31, 2015 and ending on January 29, 2016. Specifically, the Company agreed to pay $668 on July 31, 2015; $532 on August 31, 2015; $528 on September 30, 2015; $524 on October 31, 2015; $521 on November 30, 2015; $517 on December 31, 2015; and $1,754 on January 29, 2016. The scheduled payments include $170 of interest and $82 of legal fee charges. The Company agreed to deliver an affidavit of confession of judgment to be held in escrow by AmossyKlein’s counsel in the event the Company does not make such installment payments. The Company made the installment payments through December 2015, but failed to make the payment due on January 29, 2016. On May 12, 2016, the Company and AmossyKlein entered into an amendment to the Forbearance Agreement to provide for the payment of the remaining $1,754. The Forbearance Agreement now provides that the Company will make a payment of approximately $300 by May 18, 2016, and thereafter, the Company will make monthly payments of $100, plus interest at a rate of 9% per annum, until the remaining amount is paid in full. In addition, the Company agreed to pledge 100,000 shares of common stock it holds in Perk.com, Inc. as collateral for these obligations. Finally, the Company agreed if it consummates a sale of a substantial part of its assets or a public equity offering, the Company will first apply the proceeds to remaining amounts due to AmossyKlein, except for payments to advisors or expenses necessary to close such transactions. The Company also delivered an amended confession of judgment that it had previously delivered to AmossyKlein, which will be held in escrow by AmossyKlein's counsel in the event the Company does not make installment payments as set forth in the amended Forbearance Agreement. At June 30, 2016, the Company was in compliance with the agreed upon payment plan. In addition, at June 30, 2015, due to a shift in business operations and utilization of resources during the fourth quarter of 2015, the Company determined that certain intangible assets related to the acquisition of Choose Digital no longer had value (see Note 3, Summary of Significant Accounting Policies). At December 31, 2015, the Company further determined that certain intangible assets and goodwill related to the acquisition of Choose digital were impaired (see Note 3, Summary of Significant Accounting Policies). DraftDay.com On September 8, 2015, the Company and its newly created subsidiary DDGG entered into an Asset Purchase Agreement with MGT Capital and MGT Sports, pursuant to which the Company acquired all of the assets of the DraftDay Business from MGT Capital and MGT Sports. In exchange for the acquisition of the DraftDay Business, the Company paid MGT Sports the following: (a) 63,647 shares of the Company’s common stock, par value $0.001 per share, (b) a promissory note in the amount of $234, which will be due September 29, 2015, (c) a promissory note in the amount of $1,875 due March 8, 2016, and (d) 2,550 shares of common stock of DDGG. In addition, in exchange for providing certain transitional management services, DDGG will issue to MGT Sports a warrant to purchase 1,500 shares of DDGG common stock at an exercise price of $400 per share. In addition, in exchange for the release of various liens and encumbrances, the Company also agreed to issue to third parties: (a) 4,232 shares of its common stock, (b) a promissory note in the amount of $16 due September 29, 2015 and (c) a promissory note in the amount of $125 due March 8, 2016, and DDGG issued: (i) 7,500 shares of the Company's common stock and (ii) a warrant to purchase 150 shares of DDGG common stock at $400 per share. Accordingly, the Company issued a total of 67,879 shares of common stock in connection with the acquisition of the DraftDay Business. The Company contributed the assets of the DraftDay Business to DDGG and received 11,250 shares of DDGG common stock. The Asset Purchase Agreement contains customary representations, warranties and covenants of MGT Capital and MGT Sports. In addition, on September 8, 2015, DDGG entered into an agreement with Sportech Racing, LLC (“Sportech”) pursuant to which Sportech agreed to provide certain management services to DDGG in exchange for 9,000 shares of DDGG common stock ("Sportech MSA"). As a result of the transactions described above, the Company owns a total of 11,250 shares of DDGG common stock, Sportech Inc., an affiliate of Sportech, owns 9,000 shares of DDGG common stock, MGT Sports owns 2,550 shares of DDGG common stock and an additional third party owns 150 shares of DDGG common stock. In addition, MGT Sports holds a warrant to purchase 1,500 shares of DDGG common stock at an exercise price of $400 and an additional third party holds a warrant to purchase 350 shares of DDGG common stock at $400 per share. On September 8, 2015, the various stockholders of DDGG entered into a Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that all stockholders will vote their shares of DDGG common stock for a Board comprised of three members, two of which will be designated by the Company and one of which will be designated by Sportech. Mr. Sillerman will serve as the Chairman of DDGG. The Stockholders Agreement also provides customary rights of first refusal for the various stockholders, as well as customary co-sale, drag along and preemptive rights. As a result of the transactions described herein, the Company issued promissory notes in the aggregate principal amount of $250 due and paid on September 29, 2015 and in the aggregate principal amount of $2,000 due March 8, 2016. All such notes bear interest at a rate of 5% per annum. The Company was not able to make the $2,000 in payments at the due date and on March 24, 2016 converted $825 of the promissory notes to common stock and $110 of the promissory notes to a Series D Preferred Stock (see Note 11, Stockholders' (Deficit) Equity). On April 13, 2016, MGT converted all 110 shares of the Company's Series D Preferred Stock into shares of common stock of the Company. Accordingly, the Company issued 18,332 shares of common stock to MGT. Thereafter, there are no shares of the Company's Series D Preferred Stock outstanding. On June 14, 2016, the Company entered into a second exchange agreement with MGT (the “Second MGT Exchange Agreement”) relating to the $940 remaining due under the MGT Note. Under the Second MGT Exchange Agreement, the MGT Note shall be exchanged in full for (a) $11 in cash representing accrued interest and (b) 132,092 shares of our common stock, subject to certain adjustments. Issuance of the shares is conditioned upon approval of the Company’s shareholders and approval of its listing of additional shares application with NASDAQ. On October 10, 2016, the Company satisfied the MGT Note through the issuance of 136,304 shares of its common stock and payment of interest of $16. On December 28, 2015, DDGG's Board of Directors effectuated a 1-for-1,000 reverse stock split (the “1-for-1,000 Reverse Split”). Under the terms of the 1-for-1,000 Reverse Split, each share of DDGG's common stock, issued and outstanding as of such effective date, was automatically reclassified and changed into one-thousandth of one share of common stock, without any action by the stockholders. Fractional shares were cashed out. On May 12, 2016, the Company entered into a subscription agreement with DDGG pursuant to which the Company agreed to purchase up to 550 shares of Series A Preferred Stock of DDGG for $1 per share. DDGG also entered into a subscription agreement with Sportech pursuant to which Sportech agreed to purchase up to 450 shares of Series A Preferred Stock of DDGG for $1 per share. In accordance with this agreement, the Company transferred a total of $502 to the DDGG subsidiary since the date of acquisition and through the date of the filing of these financial statements. Kuusamo Warrants In exchange for releasing certain liens and encumbrances with respect to DDGG, the Company issued promissory notes to Kuusamo Capital Ltd. ("Kuusamo Promissory Notes") in the principal amount of $16 due and paid on September 29, 2015 and in the aggregate principal amount of $125 due March 8, 2016. All such notes bear interest at a rate of 5% per annum. The Company was not able to make the $125 payment at the due date. On April 25, 2016, the Company also entered into an exchange agreement with Kuusamo Capital Ltd. (“Kuusamo"), pursuant to which the Company issued 10,394 shares of its common stock to Kuusamo in exchange for a reduction of $71 in principal amount of a promissory note the Company owed to Kuusamo. The outstanding balance of the Kuusamo Promissory Notes was $54 at June 30, 2016. The Company recorded $5 in interest expense for the year ended June 30, 2016. Sportech MSA Termination On April 12, 2016, DDGG entered into an amendment to the transitional management services agreement pursuant to which the DDGG's Management Services Agreement By and Between DraftDay Gaming Group, Inc. and Sportech Racing, LLC ("Sportech MSA") terminated effective June 30, 2016. Sportech paid a $75 termination fee, to provide transitional services for 45 days, and has agreed to revert 4,200 shares of DDGG stock back to the Company on August 15, 2016. The Company had previously recorded the value of the services provided by Sportech under the Sportech MSA to prepaid assets, to be recognized as a professional services expense in the Consolidated Statements of Operations over the term of the agreement. Due to the termination of the agreement, the Company reduced prepaid assets and non-controlling interest accounts for the value of the returned 4,200 shares of DDGG stock, and expensed the remaining value of the Sportech services, except for 45 days of transitional services. The value of returned DDGG shares was determined by a third-party valuation firm as of June 30, 2016 using Level 3 inputs. The termination of the Sportech MSA will require DDGG to begin performing certain functions on its own. DDGG Intangibles and Goodwill Impairment As noted above, at June 30, 2016, the Sportech MSA terminated, which led to a significantly lower revenues forecast for the reporting unit. As a result, the Company determined that intangible assets related to internally developed software, trade name and non-compete agreements were impaired as of June 30, 2016. The Company recorded a loss of $749 on intangible assets related to DDGG during the year ended June 30, 2016. There was no impairment of goodwill (see Note 3, Summary of Significant Accounting Policies). This acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, "Business Combinations". Under the acquisition method, the consideration transferred is measured at the acquisition closing date. The assets of the DraftDay Business have been measured based on various estimates using assumptions that the Company’s management believes are reasonable utilizing information currently available. Use of different estimates and judgments could yield different results. In the quarter ended June 30, 2015, the Company completed the analysis of certain acquired assets and assumed liabilities, including, but not limited to, other identifiable intangible assets such as customer lists, technology, trade name and non-competition agreements. Therefore, the Company finalized its allocation of the purchase price to the underlying net assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess of the purchase price allocated to goodwill. These valuations were conducted using Level 3 inputs as described in ASC 820, Fair Value Measurements and Disclosures, that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. A summary of the fair value of consideration transferred for this acquisition and the fair value of the assets and liabilities at the date of acquisition is as follows (amounts in thousands):
The operations of this acquisition are not material, and thus, pro forma disclosures are not presented. |
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Property and Equipment |
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment | Property and Equipment Property and Equipment consists of the following:
Depreciation and amortization charges included in Selling, general and administrative expenses for the years ended June 30, 2016 and 2015 amounted to $512 and $656, respectively. |
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Intangible Assets and Goodwill |
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following:
See Note 3, Summary of Significant Accounting Policies, for a discussion of the write-downs recorded with respect to intangible assets related to the Wetpaint and Choose Digital businesses in the quarter ended December 31, 2015 and to the DraftDay business in the quarter ended June 30, 2016. The changes in the gross amounts and useful lives of intangibles related to the Wetpaint, Choose Digital and DraftDay businesses, and to internally generated capitalized software, are a result of these write-downs during the three months ended December 31, 2015 and June, 30, 2016, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. See Note 6, Acquisitions, for a detailed description of DraftDay assets and liabilities purchased and their fair values on the date of the acquisition. Amortization of intangible assets included in selling, general and administrative expenses for the years ended June 30, 2016 and 2015 amounted to $1,227 and $3,497, respectively. Future annual amortization expense expected is as follows:
The activity in the goodwill balance consists of the following:
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Loans Payable |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans Payable | Loans Payable
Term Loan Agreement On March 11, 2013, Viggle entered into a Term Loan Agreement (the “DB Line”) with Deutsche Bank Trust Company Americas (“Deutsche Bank”), under which Deutsche Bank agreed to loan the Company up to $10,000. The Company may, from time to time, request advances (the “Advances”) from the DB Line in amounts of no less than $1,000. On December 13, 2013, the Company entered into an amendment (the “Amendment”) to the DB Line. Pursuant to the Amendment, the line of credit was increased to $30,000, and the maturity date was extended from December 16, 2013 to April 30, 2014. The interest rate on the outstanding balance was lowered as a result of the Amendment. Previously, the interest rate on the outstanding balance was, at the Company’s election, a per annum rate equal to the LIBOR Rate plus 4.00% or (ii) the Prime Rate plus 1.75%. Pursuant to the Amendment, the interest rate on the outstanding balance was lowered to a per annum rate, at the Company’s option, of the LIBOR Rate plus 2.50%, or the Prime Rate plus 0.25%. Interest is payable monthly in arrears. The Company may make prepayments, in whole or in part, under the DB Line at any time, as long as all accrued and unpaid interest thereon is paid through the prepayment date. On December 13, 2013, the Company made a draw under the DB Line of $16,951, bringing the total draws to $26,951. The proceeds of this draw were used to repay amounts outstanding under the Company's previous Amended and Restated $25,000 Line of Credit. On December 19, 2013, the Company drew the remaining amount available under the DB Line of $3,049. The Company used the proceeds from the final draw on the DB Line to fund working capital requirements and for general corporate purposes. On February 13, 2014, the Company entered into a further amendment (the "February Amendment") to the DB Line. Pursuant to the February Amendment, the maturity date of the DB Line was extended to December 31, 2014, and the mandatory prepayment provision was amended to provide that only the first $10,000 in net cash proceeds from an equity offering shall be required to be used to prepay amounts outstanding under the DB Line. On March 11, 2014, the Company entered into a further amendment (the "March Amendment") to the DB Line. Pursuant to the March Amendment, the line of credit was increased from $30,000 to $35,000, providing the Company with an additional $5,000 for working capital purposes. Concurrent with the March Amendment, on March 11, 2014, the Company entered into a Pledge and Security Agreement with Deutsche Bank pursuant to which it agreed to provide Deutsche Bank a security interest in $5,000 in cash, as well as a pledge to secure the prompt and timely payment of all obligations under the DB Line. The Pledge and Security Agreement will remain in place as long as there are any obligations outstanding under the DB Line. The $5,000 is classified as short term restricted cash in the accompanying Consolidated Balance Sheet as of June 30, 2014. On April 30, 2014, the Company repaid $10,000 of the DB Line in accordance with the February Amendment discussed above. On June 13, 2014, the Company repaid an additional $10,000 of the DB Line. Each repayment reduced the amount available on the DB Line. On December 15, 2014, the Company repaid the remaining $15,000 outstanding under the DB Line from the proceeds of the Line of Credit Promissory Note (see description below). After this repayment, the DB Line was retired. The DB Line did not contain any financial covenants. Repayment of the DB Line was guaranteed by Mr. Sillerman. In consideration for the guarantee, Mr. Sillerman's designee, Sillerman Investment Company II LLC ("SIC II"), which was the lender under the Amended and Restated $25,000 Line of Credit described below, received a warrant for 6,250 shares of common stock of Viggle, which may be exercised at any time within 60 months of the issuance date at $1,600 a share, (subject to adjustment in the event of stock splits and combination, reclassification, merger or consolidation)(the “Guarantee Warrant”). The Guarantee Warrant contains a piggyback registration right with respect to the underlying common stock which may be issued if it is exercised. The Guarantee Warrant was issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereunder and Rule 506 of Regulation D promulgated thereunder. The Company used the proceeds from the DB Line to fund working capital requirements and for general corporate purposes. Interest expense on the DB Line for the year ended June 30, 2015 was $185. Line of Credit Promissory Note On October 24, 2014, the Company and Sillerman Investment Company III LLC ("SIC III"), a company affiliated with Mr. Sillerman entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") pursuant to which SIC III agreed to purchase certain securities issued by the Company for a total of $30,000. Pursuant to the Securities Purchase Agreement, the Company issued a Line of Credit Promissory Note (the “Note”), which provides for a $20,000 line of credit to the Company (see Note 11, Stockholders' (Deficit) Equity, for a discussion of the remaining $10,000 of the Securities Purchase Agreement). The Company also agreed to issue to SIC III warrants to purchase 50,000 shares of the Company’s common stock. The Company issued warrants to purchase 2,500 shares of the Company’s common stock for every $1,000 advanced under the Note. The warrants will be issued in proportion to the amounts the Company draws under the Note. The exercise price of the warrants will be 10% above the closing price of the Company’s shares on the date prior to the issuance of the warrants. Exercise of the warrants was subject to approval of the Company’s stockholders, which occurred on January 13, 2015. The Note provides a right for the Company to request advances under the Note from time to time. The Note bears interest at a rate of 12% per annum, payable in cash on a quarterly basis. The Note matures on October 24, 2017. On October 24, 2014, SIC III made an initial advance under the Note in the principal amount of $4,500. On December 15, 2014, SIC III made an additional advance in the principal amount of $15,500 pursuant to the terms of the Note (the proceeds of which were used to repay amounts outstanding under the DB Line, as discussed above). As of June 30, 2015, the total outstanding principal amount of the Note was $20,000. The Note provides for a 3% discount, such that the amount advanced by SIC III was 3% less than the associated principal amount of the advances. Therefore, the net amount actually outstanding under the Note at June 30, 2016, was $19,716 which includes accretion of the discount of $316 (the 3% discount of $600 is being accreted to the principal balance over the life of the Note). From and after the occurrence and during the continuance of any event of default under the Note, the interest rate is automatically increased to 17% per annum. In connection with the first drawdown of $4,500 under the Note, the Company issued SIC III warrants to purchase 11,250 shares of the Company’s common stock. These warrants have an exercise price of $70.20, representing a price equal to 10% above the closing price of the Company’s common stock on the day prior to issuance. In connection with the additional drawdown of $15,500 under the Note, the Company issued SIC III warrants to purchase 38,750 shares of the Company's common stock. These warrants have an exercise price of $72.60, representing a price equal to 10% above the closing price of the Company's common stock on the day prior to issuance. The Warrants are exercisable for a period of five years from issuance. Stock compensation expense related to the issuances of warrants to SIC III was $2,049 during the year ended June 30, 2015. The Note is not convertible into equity securities of the Company as of June 30, 2016 (see Note 16, Subsequent Events). The Note also contains certain covenants and restrictions, including, among others, that, for so long as the Note is outstanding, the Company will not, without the consent of the holder of the Note, (i) make any loan or advance in excess of $500 to any officer, director, employee of affiliate of the Company (except advances and similar expenditures : (a) under the terms of employee stock or option plans approved by the Board of Directors, (b) in the ordinary course of business, consistent with past practice or (c) to its subsidiaries), (ii) incur any indebtedness that exceeds $1,000 in the aggregate other than indebtedness outstanding under the Note, (iii) guaranty any indebtedness of any unaffiliated third party, (iv) change the principal business of the Company or exit the Company's current business, provided that the foregoing is subject to the Board's compliance with its fiduciary duties, (v) sell, assign, or license material technology or intellectual property of the Company except (a) in the ordinary course of business, consistent with past practice, (b) sales and assignments thereof in any 12 month period that do not have a fair market value in excess of $500 or (c) in connection with a change of control transaction, (vi) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company of its assets that have a fair market value in excess of $1,000 or (vii) liquidate or dissolve the Company or wind up the business of the Company, except in connection with changes of control or merger, acquisition or similar transactions or as approved by the Company’s Board in compliance with their fiduciary duties. On August 22, 2016, the Company and SIC III, SIC IV, SIC VI entered into a Note Exchange Agreement pursuant to which $30,175, which represents all of the outstanding principal and accrued interest of certain notes held by SIC III, SIC IV, and SIC VI other than $900 of debt held by SIC IV pursuant to that certain Line of Credit Grid Note dated as of June 11, 2015, was exchanged for 30,175 shares of the Company’s Series C Preferred Stock at an exchange price of $1,000 per share. The Note Exchange Agreement provides for the newly issued shares to be held subject to the obligations to convert the shares into common stock on the terms and on the conditions set forth in the Exchange Agreement (see Note 16, Subsequent Events). Interest expense on the Note was $2,440 and $1,391 for the years ended June 30, 2016 and 2015. Unsecured Demand Loans During the year ended June 30, 2015, Mr. Sillerman made the following demand loans (the "Loans") to the Company:
Each of the Loans bear interest at the rate of 12% per annum. Principal and interest due under the Loans shall be due and payable upon demand. The principal amount of the Loans may be prepaid at any time and from time to time, in whole or in part, without premium or penalty. The Company used the proceeds from the Loans to fund working capital requirements and for general corporate purposes. As discussed in Note 11, Stockholders' (Deficit) Equity, on March 16, 2015, SIC III purchased 7,000 shares of Series C Convertible Preferred Stock pursuant to the Securities Purchase Agreement, for a purchase price of $7,000. The Company used the $7,000 proceeds from the sale of 7,000 shares of Series C Convertible Stock to repay $7,000 in principal amount of the Loans. In addition, the Company used $798 of the proceeds of the Loan on March 16, 2015 to pay all accrued and unpaid interest on the Loans. On June 1, 2015, the Company repaid an additional $5,000 in principal amount of the Loans. On July 1, 2015, the Company repaid the remaining $1,575 in principal amount of the Loans. Accordingly, after the transactions described herein, the total outstanding principal amount of the Loans at June 30, 2016 and 2015 is $0 and $1,575, respectively. Interest expense on the Loans was $1 and $306 for the years ended June 30, 2016 and 2015, respectively. Line of Credit Grid Note On June 11, 2015, the Company and SIC IV entered into a Line of Credit Grid Note (the "Grid Note"). The Grid Note provides a right for the Company to request advances under the Grid Note from time to time in an aggregate amount of up to $10,000. The Grid Note bears interest at a rate of 12% per annum, payable in cash on the maturity of the Grid Note. From and after the occurrence and during the continuance of any event of default under the Grid Note, the interest rate is automatically increased to 14% per annum. The Grid Note is not convertible into equity securities of the Company. In order for the Company to make requests for advances under the Grid Note, the Company must have an interest coverage ratio equal to or greater than 1, unless SIC IV waives this requirement. The interest coverage ratio is calculated by dividing: (a) the Company’s net income for the measurement period, plus the Company’s interest expense for the measurement period, plus the Company’s tax expense for the measurement period, by (b) the Company’s interest expense for the measurement period, plus the amount of interest expense that would be payable on the amount of the requested draw for the twelve months following the request for the advance. The measurement period is the twelve months ended as of the last day of the last completed fiscal quarter prior to the request for the advance. The Company currently does not have an interest coverage ratio equal to or greater than 1, so advances would require the SIC IV to waive this requirement. In addition, in order to make requests for advances under the Grid Note, there can be no event of default under the Note at the time of the request for an advance, including that there has been no material adverse change in the business plan or prospects of the Company in the reasonable opinion of SIC IV. The Company made requests for advances under the Grid Note, and SIC IV made advances to the Company as follows:
On July 1, 2015, the Company repaid $1,425 of the Grid Note. On December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 437,500 shares of the Company’s common stock at a price of $9.40 per share. Accordingly, the aggregate purchase price for such shares was $4,112. The Company and SIC IV agreed that SIC IV would pay the purchase price for such shares by reducing the amounts outstanding under the Line of Credit. As of December 3, 2015, there was $8,675 in outstanding principal amount under the Line of Credit. Accordingly, the principal amount of the Line of Credit was therefore reduced to $4,563. The Grid Note matures on the first to occur of: (a) 12/31/2016 or (b) upon a “Change of Control Transaction.” A “Change of Control Transaction” includes (i) a sale of all or substantially all of the assets of the Company or (ii) the issuance by the Company of common stock that results in any “person” or “group” becoming the “beneficial owner” of a majority of the aggregate ordinary voting power represented by the Company’s issued and outstanding common stock (other than as a result of, or in connection with, any merger, acquisition, consolidation or other business combination in which the Company is the surviving entity following the consummation thereof), excluding transactions with affiliates of the Company. If an event of default occurs under the Grid Note, SIC IV has the right to require the Company to repay all or any portion of the Grid Note. An event of default is deemed to have occurred on: (i) the non-payment of any of the amounts due under the Grid Note within five (5) Business Days after the date such payment is due and payable; (ii) dissolution or liquidation, as applicable, of the Company; (iii) various bankruptcy or insolvency events shall have occurred, (iv) the inaccuracy in any material respect of any warranty, representation, statement, report or certificate the Company makes to Lender under the Note hereto; (v) the Company contests, disputes or challenges in any manner, whether in a judicial proceeding or otherwise, the validity or enforceability of any material provision in the Grid Note; or (vi) a material adverse change in the business plan or prospects of the Company in the reasonable opinion of SIC IV. Interest expense on the Grid Note for the years ended June 30, 2016 and 2015 was $574 and $10, respectively. In connection with the Company's entering into the Perk Credit Agreement (as defined below), SIC IV agreed to subordinate payment of the Grid Note to amounts owed to Perk under the Perk Credit Agreement. SIC IV also consented to the consummation of the Asset Purchase Agreement with Perk. In exchange for such consent and such agreement to subordinate, the Company agreed to provide SIC IV a security interest in the assets of the Company in connection with amounts outstanding under the Grid Note. The Company entered into a Security Agreement with SIC IV, pursuant to which the Company pledged its assets in connection with such security interest. On July 8, 2016, SIC III, SIC IV and SIC VI, entered into an exchange agreement (the “Exchange Agreement”) relating to the exchange of debt and shares of the Series C Preferred stock of the Company for common stock of the Company under certain conditions. Issuance of the shares is conditioned upon approval of the Company’s shareholders, the closing of an offering of the Company’s common stock in the amount of at least $10,000, approval of its Listing of Additional Shares application with NASDAQ, the Company shall not be subject to any bankruptcy proceeding, and various other conditions. The exchange price shall be equal to the lesser of $5.20 and the price at which the Debentures can be exchanged for shares of the Company’s common stock, so long as the Company received a valuation that the exchange price reflects fair value. The agreement provides for termination in the event the conditions are not satisfied by March 31, 2017. On July 18, 2016, SIC III, SIC IV and SIC VI entered into an amended exchange agreement (the “Amended Exchange Agreement”) relating to the exchange of debt and shares of the Series C Preferred stock of the Company for common stock of the Company under certain conditions. The Amended Exchange Agreement modified the Grid Note to provide that SIC IV shall be entitled to repayment of up to $2,000 of the outstanding principal balance of the Grid Note and the Company shall be entitled to draw up to an additional $5,000 (see Note 16, Subsequent Events). This debt has been converted to Preferred C Shares in accordance with the Note Exchange Agreement described above, except for the $900 of debt that remains outstanding under the SIC IV Note that will remain subject to the Exchange Agreement (see Note 16, Subsequent Events). Secured Revolving Loans and Lines of Credit On January 27, 2016, Sillerman Investment Company VI LLC (“SIC VI”), an affiliate of Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of the Company, entered into a Secured Revolving Loan agreement (the “Secured Revolving Loan I”) with the Company and its subsidiaries, wetpaint.com, Inc. and Choose Digital Inc. (collectively, the “Subsidiaries”), pursuant to which the Company can borrow up to $1,500. The Secured Revolving Loan bears interest at the rate of 12% per annum. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. As of June 30, 2016, $1,500 has been advanced thereunder. Interest expense on the Secured Revolving Loan I was $71 for the year ended June 30, 2016. The Company and its subsidiaries wetpaint.com, inc., and Choose Digital, Inc. (the "Subsidiaries") entered into a secured, revolving Line of Credit on March 29, 2016 with SIC VI (the “Secured Revolving Line of Credit”), pursuant to which the Company can borrow up to $500. The Secured Revolving Line of Credit bears interest at the rate of 12% per annum. In connection with the Secured Revolving Line of Credit, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Line of Credit to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. At June 30, 2016, $500 had been advanced thereunder. Interest expense on the Secured Revolving Line of Credit was $12 for the year ended June 30, 2016. On April 29, 2016, SIC VI entered into an additional secured revolving loan agreement with the Company and the Subsidiaries ("Secured Revolving Loan"), pursuant to which the Company can borrow up to $500. Loans under this loan agreement bear interest at the rate of 12% per annum and mature on December 31, 2016, barring any events of default or a change of control of the Company. As of June 30, 2016, $500 had been advanced thereunder. Interest expense on the Secured Revolving Loan was $9 for the year ended June 30, 2016. On May 16, 2016, SIC VI entered into an additional secured revolving loan agreement with the Company and the Subsidiaries ("Secured Revolving Loan II"), pursuant to which the Company can borrow up to $500. Loans under this loan agreement bear interest at the rate of 12% per annum and mature on December 31, 2016, barring any events of default or a change of control of the Company. As of June 30, 2016, $500 had been advanced thereunder. Interest expense on the Secured Revolving Loan II was $6 for the year ended June 30, 2016. On June 27, 2016, SIC VI entered into a secured revolving loan agreement (the “Secured Revolving Loan III”) with the Company and its subsidiaries, pursuant to which the Company can borrow up to $1,200. The Secured Revolving Loan III bears interest at the rate of 12% per annum and matures on December 31, 2016, barring any events of default or a change of control of the Company. At June 30, 2016, $135 had been advanced thereunder. This debt has been converted to Preferred C Shares in accordance with the Note Exchange Agreement described above. Related Approvals Because each of the above loan payable transactions (other than the DB Line) referred to in the foregoing sections involved Mr. Sillerman, or an affiliate of his, the transactions were subject to certain rules regarding "affiliate" transactions. As such, each was approved by a Special Committee of the Board of Directors and a majority of the independent members of the Board of Directors of the Company. Loan from Perk During the year ended June 30, 2016, Perk made two advances to the Company as follows:
On December 13, 2015, the Company entered into a Credit Agreement with Perk pursuant to which Perk provided a $1,000 line of credit to the Company (the “Perk Credit Agreement”). The Perk Credit Agreement provided for drawdowns pursuant to which Perk made advances to the Company, which totaled $1,000. The first advance in the amount of $667 was made on December 14, 2015. The final drawdown of $333 was made when the Information Statement relating to the transaction was filed with the SEC, which occurred on December 23, 2015. Amounts outstanding under the Perk Credit Agreement bore interest at 12% per annum, with an additional 12% if the Company was in default of its obligations under the Perk Credit Agreement. Amounts outstanding under the Perk Credit Agreement were repaid on February 8, 2016 upon the closing of the sale of the Viggle assets to Perk. The Company was entitled to elect to repay all amounts outstanding pursuant to the Perk Credit Agreement by reducing the number of the shares of Perk common stock payable upon closing of the sale of the Viggle assets to Perk by 130,000 shares. The Company elected to so reduce the number of shares issuable to the Company at the closing of the asset sale transaction. Therefore, Perk agreed to deliver to the Company at closing 1,370,000 shares of Perk common stock, rather than 1,500,000 shares, and in return the amounts outstanding under the Perk Credit Agreement were deemed repaid in full. Therefore, the outstanding balance of the loan from Perk was $0 at June 30, 2016. No interest expense was recorded by the Company for the year ended June 30, 2016. In connection with the Perk Credit Agreement, the Company also entered into a Security Agreement, pursuant to which the Company provided Perk with a security interest in its assets to secure repayment of amounts outstanding under the Perk Credit Agreement. As the amounts payable under the Perk Credit Agreement have now been settled in full, the Security Agreement has been terminated. Promissory Notes In accordance with the Assets Purchase Agreement to purchase the DraftDay Business (see Note 6, Acquisitions), the Company issued promissory notes to MGT Capital ("MGT Promissory Notes") in the principal amount of $234 due and paid on September 29, 2015 and in the aggregate principal amount of $1,875 due March 8, 2016. All such notes bear interest at a rate of 5% per annum. The Company was not able to make the $1,875 payment at the due date and on March 24, 2016 converted $824 of the promissory notes to common stock and $110 of the promissory notes to a Series D Preferred Stock (see Note 11, Stockholders' (Deficit) Equity). On April 13, 2016, MGT converted all 110 shares of the Company's Series D Preferred Stock into shares of common stock of the Company. Accordingly, the Company issued 18,332 shares of common stock to MGT. Thereafter, there are no shares of the Company's Series D Preferred Stock outstanding. On June 14, 2016, the Company entered into a second exchange agreement with MGT (the “Second MGT Exchange Agreement”) relating to the $940 remaining due under the MGT Note (see Note 6, Acquisitions). Under the Second MGT Exchange Agreement, the MGT Note shall be exchanged in full for (a) $11 in cash representing accrued interest and (b) 132,092 shares of Company common stock, subject to certain adjustments. Issuance of the shares is conditioned upon approval of the Company’s shareholders and approval of its Listing of Additional Shares application with NASDAQ. Therefore, the outstanding balance of the MGT Promissory Notes was $943 at June 30, 2016. The Company recorded interest expense of $65 for the year ended June 30, 2016. On October 10, 2016, the Company satisfied the MGT Note through the issuance of 136,304 shares of its common stock and payment of interest of $16. In exchange for releasing certain liens and encumbrances with respect to the DraftDay Business (see Note 6, Acquisitions), the Company issued promissory notes to Kuusamo Capital Ltd. in the principal amount of $16 due and paid on September 29, 2015 and in the aggregate principal amount of $125 due March 8, 2016. All such notes bear interest at a rate of 5% per annum. The Company was not able to make the $125 payment at the due date. On April 25, 2016, the Company entered into an exchange agreement with Kuusamo Capital Ltd. (“Kuusamo"), pursuant to which the Company issued 10,394 shares of its common stock to Kuusamo in exchange for a reduction of $71 in principal amount of a promissory note the Company owed to Kuusamo. Thereafter, the outstanding balance of the Kuusamo Promissory Notes was $55 at June 30, 2016. The Company recorded interest expense of $5 for the year ended June 30, 2016. Accounts Payable Settlements North America Photon Infotech Ltd. (“Photon”), a company based in Mauritius that had provided development services to the Company, filed suit in California on March 28, 2016 to collect approximately $218 owed by the Company to Photon. The Company settled this matter on May 12, 2016 in part by issuing a Note in the amount of $110, payable in six months. On April 7, 2016, the Company issued a note in the amount of $56 to Simulmedia, Inc., a former vendor of the Company, as partial settlement of the outstanding balance due to Simulmedia, Inc. for services provided. Pandera Systems, LLC (“Pandera”), which formerly provided analytics development services to the Company, filed suit on March 11, 2016 against the Company to demand collection of amounts due for such services. The Company settled this matter on April 12, 2016, in part by issuing a note in the amount of $50. On April 25, 2016, Carpathia Hosting, LLC (“Carpathia”), which formerly provided hosting services to the Company, filed suit in the Eastern District of Virginia to demand collection of $658 due. The Company settled this matter on June 29, 2016. The Company recorded a gain of $505 for the year ended June 30, 2016. On June 24, 2016, the Company entered into a settlement agreement with Pandora. As a result, the Company recorded a gain of $222 in the Consolidated Statements of Operations for the year ended June 30, 2016. Interest expense on these notes issued in connection with settlements with vendors was $2 for the year ended June 30, 2016. Convertible Promissory Note On June 27, 2016, the Company entered into a Convertible Promissory Note with Reaz Islam ("Islam"), an advisor to Sillerman, pursuant to which Islam loaned the Company $300 (the “RI Convertible Note”). The RI Convertible Note bears interest at a rate of 12% and matures on December 31, 2016. Islam has the right to convert the RI Convertible Note into shares of common stock of the Company at the same time and on the same terms as Sillerman can convert debt held by Sillerman into shares of the Company’s common stock. The RI Convertible Note is subordinate to any note held by Sillerman. As of June 30, 2016, there was $300 outstanding under the RI Convertible Note. Interest expense on the RI Convertible Note was $2 for the year ended June 30, 2016. The fair value of the conversion feature of the RI Convertible Note is nominal but will be marked to market at its fair value in future periods until the debt is repaid or converted to shares of the Company's common stock. |
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Commitments and Contingencies |
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| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company maintains operating leases for its corporate office and several satellite offices. There are no capital leases. Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of each lease term. Total rent expense for continuing operations, net of sublease income, for the Company under operating leases recorded for the years ended June 30, 2016 and 2015 was $361 and $610, respectively. The Company’s future minimum rental commitments under noncancelable operating leases are as follows (amounts are shown net of contractual sublease income):
Litigation The Company delivered 357,032 of the Initial Perk Shares to Gracenote, Inc. and Tribune Media Services, Inc., former providers of technology services of the Company, as per the Settlement and Transfer Agreement dated February 5, 2016, to satisfy an obligation. The Company recognized a gain of $593 in the consolidated statements of operations for the year ended June 30, 2016. CFGI, LLC, a former provider of consulting services of the Company, served the Company with a lawsuit to collect approximately $200 owed by the Company to CFGI, LLC on September 9, 2016. There is a dispute regarding the services rendered by CFGI, LLC and the Company is attempting to settle the matter. There was no impact on the consolidated financial statements for the year ended June 30, 2016. Creditors Adjustment Bureau, Inc., a collection agency in California, has filed suit in Santa Clara County Superior Court (California) to collect an $84 debt assigned to it by Gigya Inc. The Company is attempting to settle the matter. A Complaint (Index #654984/2016) was filed by Andy Mule, on behalf of himself and others similarly situated, in the Supreme Court of the State of New York. The Complaint, which names the Company, each of its current directors, and President, as a former director, as defendants, claims a breach of fiduciary duty relating to the terms of a proposed conversion of debt and preferred shares into common equity by Mr. Sillerman and/or his affiliates. The Complaint seeks unspecified damages and such relief as the Court may deem appropriate. The Company accepted service on October 4, 2016, and has agreed to respond by November 14, 2016. The Company believes that this claim is without merit. The Company is subject to litigation and other claims that arise in the ordinary course of business. While the ultimate result of the Company's outstanding legal matters cannot presently be determined, the Company does not expect that the ultimate disposition will have a material adverse effect on its results of operations or financial condition. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company's control. As such, there can be no assurance that the final outcome will not have a material adverse effect on the Company's consolidated financial condition and results of operations. |
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Stockholders' (Deficit) Equity |
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| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' (Deficit) Equity | Stockholders’ (Deficit) Equity Series A Convertible Redeemable Preferred Stock Prior to September 16, 2013, the Company had authorized a class of series A preferred shares, but none of those shares were issued or outstanding. On September 16, 2013, the Company eliminated the prior class of series A preferred shares and created a new class of Series A Convertible Redeemable Preferred Stock (the “Series A Convertible Redeemable Preferred Stock”). The Company authorized the issuance of up to 100,000 shares of the Series A Convertible Redeemable Preferred Stock. The designation, powers, preferences and rights of the shares of Series A Convertible Redeemable Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows:
At June 30, 2016 and 2015, there were no shares of Series A Convertible Redeemable Preferred Stock outstanding. Series B Convertible Preferred Stock On September 16, 2013, the Company created 50,000 shares of Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”). The designation, powers, preferences and rights of the shares of Series B Convertible Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows:
At June 30, 2016 and 2015, there were no shares of Series B Convertible Preferred Stock outstanding. Series C Convertible Redeemable Preferred Stock On October 24, 2014, the Company created a new class of Series C Convertible Redeemable Preferred Stock (the “Series C Convertible Redeemable Preferred Stock”). The Company authorized the issuance of up to 100,000 shares of the Series C Convertible Redeemable Preferred Stock. The rights, preferences, privileges and restrictions of the shares of Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows:
The Series C Convertible Redeemable Preferred Stock is not classified as a component of stockholders' (deficit) equity in the accompanying consolidated balance sheets. Likewise, the undeclared dividends related to Series C Convertible Redeemable Preferred Stock have been recorded as an addition within the Series C Convertible Preferred Stock account in the amount of $1,156 for the year ended June 30, 2016, and $468 for the year ended June 30, 2015. On August 22, 2016, the Company amended the terms of the Series C Preferred Stock. The amendment provided that the Series C Preferred Stock is no longer convertible into common stock by its terms (though the Series C Preferred Stock held by Mr. Sillerman remains subject to the Exchange Agreement described in this section) and is no longer redeemable by holder five years after issuance. See Note 16, Subsequent Events. Securities Purchase Agreement Pursuant to the Securities Purchase Agreement discussed in Note 7, Loans Payable, SIC III acquired a total of 10,000 Shares of Series C Convertible Redeemable Preferred Stock for $10,000 as described below. The Company also agreed to issue to SIC III warrants to purchase a total of 25,000 shares of the Company’s common stock. The Company issued warrants to purchase 2,500 shares of the Company’s common stock for every $1,000 of purchase price paid for the shares. The exercise price of the warrants was 10% above the closing price of the Company’s shares on the date prior to the issuance of the warrants. Exercise of the warrants was subject to approval of the Company’s stockholders, which occurred on January 13, 2015. On November 25, 2014, SIC III purchased 3,000 shares of Series C Convertible Redeemable Preferred Stock for $3,000. The shares of Series C Convertible Redeemable Preferred Stock were recorded in the accompanying consolidated balance sheet at its fair value as of the date of the purchase of November 25, 2014. In addition, in accordance with the Securities Purchase Agreement, the Company also issued SIC III warrants to purchase 7,500 shares of the Company's common stock at an exercise price of $59.60, which was 10% above the closing price of the Company's shares on the date prior to issuance. On March 16, 2015, SIC III purchased 7,000 additional shares of Series C Convertible Redeemable Preferred Stock for $7,000. The shares of Series C Convertible Redeemable Preferred Stock were recorded in the accompanying consolidated balance sheet at its fair value as of the date of the purchase of March 16, 2015. In addition, in accordance with the Securities Purchase Agreement, the Company also issued SIC III warrants to purchase 17,500 shares of the Company’s common stock at an exercise price of $35.60, which was 10% above the closing price of the Company's shares on the date prior to issuance. In connection with the Securities Purchase Agreement, the Company recorded total stock compensation expense based on the fair value of the Series C Convertible Redeemable Preferred Stock and warrants of $2,091 during the year ended June 30, 2015. Preferred Stock Conversion Sillerman Investment Company III, LLC (“SIC III”), an affiliate of Robert F.X. Sillerman, the Company's Executive Chairman and Chief Executive Officer of the Company, owned 10,000 shares of Series C Convertible Redeemable Preferred Stock. On May 9, 2016 (the “Exchange Date”), the Company and SIC III entered into a Subscription Agreement pursuant to which SIC III subscribed for 1,129,032 shares of the Company’s common stock at a price of $6.20 per share. Accordingly, the aggregate purchase price for such shares was $7,000. The Company and SIC III agreed that SIC III would pay the purchase price for such shares by exchanging $7,000 shares of the Company’s Series C Convertible Redeemable Preferred Stock owned by SIC III for the common stock (the “Exchange”). All conditions of the Subscription Agreement have been satisfied, and therefore 1,129,032 shares of the Company’s common stock were issued to SIC III. Mr. Sillerman and his affiliates now own more than 50% of the outstanding shares of the Company’s common stock. The Company determined that this was a fair transaction and did not recognize any stock compensation expense in relation with the conversion. On August 22, 2016, the Company and SIC III, SIC IV, SIC VI entered into an Note Exchange Agreement pursuant to which $30,175, which represents all of the outstanding principal and accrued interest of certain notes held by SIC III, SIC IV, and SIC VI other than $900 of debt held by SIC IV pursuant to that certain Line of Credit Grid Note dated as of June 11, 2015, was exchanged for 30,175 shares of the Company’s Series C Convertible Redeemable Preferred Stock at an exchange price of $1,000 per share. The Note Exchange Agreement provides for the newly issued shares to be held subject to the obligations to convert the shares into common stock on the terms and on the conditions set forth in the Exchange Agreement (see Note 16, Subsequent events). At June 30, 2016, there were 3,000 shares of Series C Convertible Redeemable Preferred Stock outstanding. Series D Convertible Preferred Stock On March 24, 2016, the Company created a new class of Series D Convertible Redeemable Preferred Stock (the “Series D Convertible Preferred Stock”). The Company authorized the issuance of up to 150 shares of the Series D Convertible Preferred Stock. The rights, preferences, privileges and restrictions of the shares of Series D Convertible Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows:
On April 13, 2016, MGT Sports, Inc. ("MGT") converted all 110 shares of the Company's Series D Convertible Preferred Stock it held into shares of common stock of the Company. Accordingly, the Company issued 18,332 shares of common stock to MGT. Thereafter, there are no shares of the Company's Series D Convertible Preferred Stock outstanding. Public Offerings of Common Stock On May 28, 2015, the Company closed an underwritten public offering of 181,309 shares of its common stock at a price of $50.00 per share, resulting in approximately $8,442 of net proceeds. The offering was made pursuant to a registration statement previously filed with the Securities and Exchange Commission which became effective on May 12, 2015. On June 30, 2015, the Company closed an underwritten public offering of 102,439 shares of its common stock at a price of $41.00 per share, resulting in approximately $3,878 of net proceeds. The offering was made pursuant to a registration statement previously filed with the Securities and Exchange Commission which became effective on May 12, 2015. Private Placements of Common Stock Subscription Agreement On December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 437,500 shares of the Company’s common stock at a price of $9.40 per share. Accordingly, the aggregate purchase price for such shares was $4,112. Non-controlling Interest As discussed in Note 6, Acquisitions, on September 8, 2015, the Company acquired the assets of the DraftDay Business and its operations have been consolidated with the Company's operations as of that date. The Company has recorded non-controlling interest in its Consolidated Balance Sheets and Consolidated Statements of Operations for the portion of the DraftDay Business that the Company does not own. In the year ended June 30, 2016, Sportech invested an additional $257 into the DraftDay Business in exchange for shares of Series A Preferred Stock of DDGG for $1 per share. In connection with termination of the Sportech MSA at June 30, 2016 (see Note 6, Acquisitions), Sportech returned 4,200 shares of DDGG stock. The Company reduced non-controlling interest by $378, which represents the fair value of these shares. |
Share-Based Payments |
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| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payments | Share-Based Payments Equity Incentive Plan The 2011 Executive Incentive Plan (the "Plan") of the Company was approved on February 21, 2011 by the written consent of the holder of a majority of the Company's outstanding common stock. The Plan provides the Company the ability to grant to any officer, director, employee, consultant or other person who provides services to the Company or any related entity, options, stock appreciation rights, restricted stock awards, dividend equivalents and other stock-based awards and performance awards, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 187,500 shares of common stock for delivery under the Plan. Pursuant to the Plan and the employment agreements, between February 15, 2011 and June 30, 2016, the Compensation Committee of the Company's Board of Directors authorized the grants of restricted stock and stock options described below. Restricted Stock The per share fair value of RSUs granted with service conditions was determined on the date of grant using the fair market value of the shares on that date and is recognized as an expense over the requisite service period. This information does not include RSUs granted as part of the acquisitions of Wetpaint and Choose Digital.
Compensation expense related to restricted stock was $11,720 and $23,562 for the years ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was $59 in unrecognized share-based compensation costs related to restricted stock. During the fourth of fiscal 2016, the Company recorded an out-of-period adjustment related to the correction of an error for fiscal 2015 that was deemed immaterial for adjustment to the fiscal 2015 financial statements. The impact of the correction to the fiscal 2015 full year results was to decrease Selling, general and administrative expenses and accrued expense by $843. The adjustment was for erroneously recorded stock compensation expense on restricted stock units issued in connection with the Choose Digital acquisition. The Company corrected the error by decreasing accumulated deficit and accrued expenses by $843 as of June 30, 2016. Stock Options The following table summarizes the Company's stock option activity for year ended June 30, 2016:
The Company accounts for stock options based on the fair market value on the date of grant, with the resulting expense recognized over the requisite service period. The fair value of each option award is estimated using the Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of the Company's stock. The risk-free interest rate is based on U.S. Treasury Notes with a term equal to the expected life of the option. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. Options generally have an expiration of 10 years and vest over a period of 3 or 4 years. The fair value of options granted during the years ended June 30, 2016 and 2015 were estimated based on the following weighted average assumptions:
Compensation expense related to stock options of $147 and $1,420 is included in the accompanying Consolidated Statements of Operations in Selling, general and administrative expenses for the years ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was approximately $157 of unrecognized stock-based compensation cost related to stock options, which will generally be recognized over a four year period. |
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Income Taxes |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Income Taxes For the years ended June 30, 2016 and 2015, the Company did not record an income tax benefit because it has incurred taxable losses and has no history of generating taxable income and therefore the Company cannot presently anticipate the realization of a tax benefit on its Net Operating Loss ("NOL") carryforward. At June 30, 2016 the Company has an NOL carryforward of $178.3 million, which will begin to expire in 2030. The Company has established a full valuation allowance against its deferred tax assets as of June 30, 2016 and 2015. Income tax expense for the years ended June 30, 2016 and 2015 was $0 and $0, respectively. A reconciliation of the Company's statutory U.S. federal tax rate and its effective tax rate is as follows:
The components of deferred taxes as of June 30, 2016, are as follows:
The components of deferred taxes as of June 30, 2015, are as follows:
The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction. |
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Related Party Transactions |
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| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Shared Services Agreements In an effort to economize on costs and be efficient in its use of resources, the Company entered into a shared services agreement with Circle Entertainment Inc. (“Circle”) as of February 15, 2011, pursuant to which it shares costs for legal and administrative services in support of Mitchell J. Nelson, its then-General Counsel and General Counsel to Circle. The shared services agreement provides, in general, for sharing of the applicable support provided by either company to Mr. Nelson in connection with his capacity as General Counsel, and an allocation generally based on the services provided by Mr. Nelson, which were initially estimated to be divided evenly between the companies. The Company is responsible for advancing the salary to Mr. Nelson for both companies and will be reimbursed by Circle for such salary and benefits (but not for any bonus, option or restricted share grant made by either company, which will be the responsibility of the company making such bonus, option or restricted share grant). The agreement provides for the Chief Executive Officer or President of each Company to meet periodically to assess whether the services have been satisfactorily performed and to discuss whether the allocation has been fair. The Audit Committee of each company's Board of Directors will then review and, if appropriate, approve the allocations made and whether payments need to be adjusted or reimbursed, depending on the circumstances. Because this transaction is subject to certain rules regarding “affiliate” transactions, the Audit Committee and a majority of the independent members of the Company's Board of Directors have approved the shared services agreement. This is deemed to be an affiliate transaction because Mr. Sillerman is the former Chairman, a Board member, and a greater than 10% stockholder of Circle and Mr. Nelson is Executive Vice President and General Counsel of Circle. For the years ended June 30, 2016 and June 30, 2015, the Company billed Circle $14 and $27, respectively. Such billings primarily relate to support consisting of legal and administrative services. These services are to be reviewed and, if appropriate, approved by Circle's Audit Committee and the Company's Audit Committee. The balance due from Circle as of June 30, 2016 and June 30, 2015 was $0 and $113, respectively. The Company wrote-off the accounts receivable balance of $127 in the year ended June 30, 2016, the write-off appears as a bad debt expense on the Consolidated Statements of Operations. The parties terminated the Circle Shared Services Agreement effective as of January 1, 2016. Circle is in the process of liquidation and any claim to be made under the Circle Shared Services Agreement will survive the termination of the Circle Shared Services Agreement. The Company also entered into a shared services agreement with SFX Entertainment Inc. ("SFX"), pursuant to which it shares costs for services provided by several of the Company's and/or SFX's employees. Such employees will continue to be paid by their current employers, and SFX will reimburse the Company directly for its portion of such salary and benefits and Company will reimburse SFX directly for its portion of such salary and benefits (but not for any bonus, option or restricted share grant made by either company, which will be the responsibility of the company making such bonus, option or restricted share grant). The agreement provides for the Chief Executive Officer or President of each company to meet periodically to assess whether the services have been satisfactorily performed and to discuss whether the allocation has been fair. The Audit Committee of each company's Board of Directors will then review and, if appropriate, approve the allocations made and whether payments need to be adjusted or reimbursed, depending on the circumstances. The Company entered into an amendment (the “Amendment”) to the shared services agreement on January 22, 2015, pursuant to which the Company may provide additional services to SFX, and SFX may provide certain services to the Company. In particular, the shared services agreement provides that, in addition to services already provided, certain employees of the Company may provide human resources, content and programming, and facilities services to SFX, subject to reimbursement based on salary and benefits for the employees providing the services, plus 20% for miscellaneous overhead, based on a reasonable estimate of time spent. In addition, the Amendment provides that SFX may provide certain tax services to the Company, subject to reimbursement based on salary and benefits for the employees providing the services, plus 20% for miscellaneous overhead, based on a reasonable estimate of time spent. The parties terminated the SFX Shared Services Agreement effective as of January 1, 2016. We continue to try to settle amounts remaining outstanding. For the years ended June 30, 2016 and 2015, the Company billed SFX $188 and $978, net of amounts billed by SFX to the Company, respectively. The net balance due from SFX, including amounts related to the Sales Agency Agreement, discussed below, as of June 30, 2016 and June 30, 2015 was $142 and $146, respectively. Sales Agency Agreement On January 22, 2015, the Company entered into a sales agency agreement (the “Sales Agreement”) with SFX-94 LLC (“SFX-94”), a subsidiary of SFX, pursuant to which the Company appoints SFX-94 as its exclusive sales agent for the sale of advertising and sponsorships. Pursuant to the Sales Agreement, the Company consented to SFX-94’s hiring of 25 members of the Company’s sales team, and SFX-94 agreed that it will sell advertising and sponsorships on behalf of the Company during the term of the Sales Agreement. SFX-94 also agreed that it will maintain adequate staffing levels, generally consistent with staffing levels currently maintained by the Company, for the Company’s sale of advertising and sponsorships. The Company will pay SFX-94 a 25% commission on sales made by SFX-94. For barter transactions, the Company will reimburse SFX-94 for any out of pocket and direct costs incurred by SFX-94 with respect to such barter sales (rather than the commission set forth above), and third party ad networks will be excluded from the Sales Agreement. For the years ended June 30, 2016 and 2015, the Company was billed $424 and $471, respectively in connection with the Sales Agreement. On September 22, 2015, the parties terminated the Sales Agreement, and the Company subsequently hired 8 members of the SFX sales team as of that date. Advertising Revenue During the years ended June 30, 2016 and 2015, the Company provided certain advertising and related services to SFX and its subsidiaries. The total amount of net revenue was $37 and $487, respectively and such amounts were due from SFX at June 30, 2016 and 2015. Marketing Expense During the year ended June 30, 2015, SFX, and certain subsidiaries of SFX, provided certain marketing and related services to the Company. The total amount of marketing expense was $490 and such amount was due to SFX at June 30, 2015. DraftDay In October 2015 the Company entered into an agreement with DDGG to expand its rewards catalog and offer to its users the opportunity to redeem Viggle points for entry to DDGG’s fantasy sports contests. The Company agreed to pay DDGG the value of the entry fees for which points were redeemed. For the year ended June 30, 2016, $39 worth of Viggle points were redeemed for DDGG contest entry fees. License Agreement On March 10, 2014, the Company entered into an audio recognition and related loyalty program software license and services agreement with SFX. Pursuant to the terms of the license agreement, SFX paid the Company $5,000 to license its audio recognition software and related loyalty platform for a term of ten years. The amount was deferred and is being amortized over the ten year period. For the years ended June 30, 2016 and 2015, the Company recognized $500 and $500, respectively, of revenue related to this agreement. Lines of Credit See Note 9, Loans Payable, for a description of certain loans which have been provided by related parties. In addition, see Note 16, Subsequent Events, for additional discussion of certain related party transactions. As described in Note 9, Loans Payable, on December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 437,500 shares of the Company’s common stock at a price of $9.40 per share. Accordingly, the aggregate purchase price for such shares was $4,112. The Company and SIC IV agreed that SIC IV would pay the purchase price for such shares by reducing the amounts outstanding under the Line of Credit. As of December 3, 2015, there was $8,675 in outstanding principal amount under the Line of Credit. Accordingly, the principal amount of the Line of Credit was therefore reduced to $4,563. Secured Line of Credit On January 27, 2016, Sillerman Investment Company VI LLC (“SIC VI”), an affiliate of Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of the Company, entered into a secured revolving loan agreement (the “Secured Revolving Loan”) with the Company and its subsidiaries, Wetpaint and Choose Digital (collectively, the “Subsidiaries”), pursuant to which the Company can borrow up to $1,500. The Secured Revolving Loan bears interest at the rate of 12% per annum. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. As of June 30, 2016, $1,500 has been advanced thereunder. Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company’s independent directors approved the transaction. $500 Line of Credit The Company and its subsidiaries entered into a secured, revolving Line of Credit on March 29, 2016 with SIC VI (the “Secured Revolving Line of Credit”), pursuant to which the Company can borrow up to $500. The Secured Revolving Line of Credit bears interest at the rate of 12% per annum. In connection with the Secured Revolving Line of Credit, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Line of Credit to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. At June 30, 2016, $500 had been advanced thereunder. Preferred Stock Conversion Sillerman Investment Company III, LLC (“SIC III”), an affiliate of Robert F.X. Sillerman, the Company's Executive Chairman and Chief Executive Officer of the Company, owned 10,000 shares of Series C Convertible Redeemable Preferred Stock. On May 9, 2016 (the “Exchange Date”), the Company and SIC III entered into a Subscription Agreement pursuant to which SIC III subscribed for 1,129,032 shares of the Company’s common stock at a price of $6.20 per share. Accordingly, the aggregate purchase price for such shares was $7,000. The Company and SIC III agreed that SIC III would pay the purchase price for such shares by exchanging 7,000 shares of the Company’s Series C Convertible Redeemable Preferred Stock owned by SIC III for the common stock (the “Exchange”). All conditions of the Subscription Agreement have been satisfied, and therefore 1,129 shares of the Company’s common stock were issued to SIC III. Mr. Sillerman and his affiliates now own more than 50% of the outstanding shares of the Company’s common stock. The Company determined that this was a fair transaction and did not recognize any stock compensation expense in relation with the conversion. Related Approvals Because the above transactions were subject to certain rules regarding “affiliate” transactions, the Company's Audit Committee and a majority of the independent members of the Company's Board of Directors approved each of these transactions. |
Fair Value Measurement |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement | Fair Value Measurement The Company values its assets and liabilities using the methods of fair value as described in ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of fair value hierarchy are described below: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and considers counter-party credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States, as described below. The Company issued 1,068 warrants in connection with the May 10, 2012 PIPE. Each warrant has a sale price of $8,800 and is exercisable into 1 share of common stock at a price of $12,800 over a term of three years. Further, the exercise price of the warrants is subject to "down round" protection, whereby any issuance of shares at a price below the current price resets the exercise price equal to a the price of newly issued shares (the "Warrants"). In connection with the PIPE Exchanges the exercise price of the Warrants was reset to $1,840 on September 16, 2013. The fair value of such warrants has been determined utilizing the Binomial Lattice Model in accordance with ASC 820-10. The fair value of the warrants when issued was $5,281 and was $443 as of June 30, 2013. 341 warrants were exchanged on September 16, 2013. The remaining 727 warrants were marked to market as of June 30, 2016 and 2015 to a fair value of $10 and $10, respectively. The Company recorded gains of $0 and $5 to other income, net in the Consolidated Statements of Operations for the years ended June 30, 2016 and June 30, 2015, respectively. The fair value of the warrant is classified as a long term liability on the Consolidated Balance Sheet as of June 30, 2016. The Company's warrants were classified as a Level 3 input within the fair value hierarchy because they were valued using unobservable inputs and management's judgment due to the absence of quoted market prices and inherent lack of liquidity. The Company originally estimated the fair value of contingent consideration for the acquisition of Choose Digital to be $2,570. On June 24, 2015, the Company determined that the maximum amount of consideration of $4,792 should be recorded. As such, the Company adjusted the original estimate of consideration of $2,570 to a final value of $4,792. The increase of $2,222 is recorded as an expense and included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations for the year ended June 30, 2015. The fair value of the contingent consideration is no longer classified as a Level 3 input and the obligation is presented in accounts payable and accrued expenses on the Consolidated Balance Sheets at June 30, 2016 and 2015. On February 8, 2016, the Company received Perk warrants as part of the consideration in the sale of the Viggle business. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model, in accordance with ASC 820. The changes to fair value are recorded in the income statement. The fair value of the warrants when issued was $1,023. The warrants were marked to market as of June 30, 2016 to a fair value of $648. The Company recorded a loss of $376 to other income, net in the Consolidated Statements of Operations for the year ended June 30, 2016. The fair value of the warrant is classified as an other asset on the Consolidated Balance Sheets as of June 30, 2016. The Perk warrants were classified as a Level 3 input within the fair value hierarchy because they were valued using unobservable inputs and management's judgment due to the absence of quoted market prices and inherent lack of liquidity. In February 2016, the Company received 1,370,000 shares of Perk stock, which is publicly traded on the Toronto Stock Exchange, as part of the consideration in the sale of assets described in the Perk Agreement. These securities are short-term marketable securities, and have been classified as "available-for-sale" securities. Pursuant to ASC 320-10, "Investments - Debt and Equity Securities" the Company's marketable securities are marked to market on a quarterly basis, with unrealized gains and losses recorded in equity as Other Comprehensive Income/Loss. The cost and market value of the Perk shares at June 30, 2016 were as follows:
The cost of the Perk shares of $2,708 represents the fair value of the shares on the issuance date, February 8, 2016. The market value of the Perk shares of $2,495 represents the fair value of the stocks on June 30, 2016. The gross unrealized loss was $361 and the foreign exchange gain was $148 for the year ended June 30, 2016, respectively. On September 30, 2016, the Company simultaneously entered into a Securities Purchase Agreement with Perk, and closed the sale to Perk of the remaining shares of Perk common stock, warrants, and right to be issued additional shares of common stock (under certain conditions) received as consideration under the closing of the Perk Agreement (see Note 16, Subsequent Events). Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies, and/or revenue or earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples, among other methods. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using Level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances. Where goodwill has been allocated to a reporting unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the reporting units retained. The relative fair value of each reporting unit is established using discounted expected cash flow methodologies, and/or revenue or EBITDA multiples, or other applicable valuation methods, which are considered to be Level 3 inputs. The following table presents a reconciliation of assets measured at fair value on a recurring basis using unobservable inputs (level 3):
The following table presents a reconciliation of liabilities measured at fair value on a recurring basis using unobservable inputs: (level 3):
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Subsequent Events |
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| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Subsequent Events | Subsequent Events Secured Revolving Loan On June 27, 2016, SIC VI entered into a secured revolving loan agreement (the “Secured Revolving Loan”) with the Company and its subsidiaries, pursuant to which the Company can borrow up to $1,200. The Secured Revolving Loan bears interest at the rate of 12% per annum and matures on December 31, 2016, barring any events of default or a change of control of the Company. Since June 30, 2016 and through the date of this filing, an additional $315 had been advanced thereunder. As a result of the exchange agreement referred to in "Note Exchange Agreement" below, this loan has been satisfied. Exchange Agreement On July 8, 2016, the Company and SIC III, SIC IV and SIC VI, each an affiliate of Mr. Sillerman, entered into an Exchange Agreement pursuant to which, subject to adjustment, (i) 3,000 shares of the Company's Series C Preferred Stock owned by SIC III are to be exchanged for 890,898 shares of the Company's common stock and (ii) all of the debt held by Mr. Sillerman and such affiliates is to be exchanged for 5,066,654 shares of the Company's common stock. Issuance of the shares is conditioned upon approval of the Company’s shareholders (see "Shareholder Approval" in this section), the closing of an offering of the Company’s common stock in the amount of at least $10,000, approval of its Listing of Additional Shares application with NASDAQ, the Company shall not be subject to any bankruptcy proceeding, and various other conditions. The exchange price shall be equal to the lesser of $5.20 and the price at which the Debentures can be exchanged for shares of the Company’s common stock. The Company received an independent valuation with respect to the original exchange that the exchange price of $5.20 reflects fair value. Any additional change is subject to the receipt by the Company of an updated fair value determination. The agreement provides for termination in the event the conditions are not satisfied by March 31, 2017. At the date of this filing, this transaction has not yet closed. Amended Exchange Agreement/Amended Grid Note On July 18, 2016, SIC III, SIC IV and SIC VI, LLC entered into an amendment to the Exchange Agreement relating to the exchange of debt and shares of the Series C Preferred Stock of the Company for shares of the Company's common stock. The Exchange Agreement modified the Grid Note to provide that SIC IV shall be entitled to repayment of up to $2,000 of the outstanding principal balance of the Grid Note and the Company shall be entitled to draw up to an additional $5,000. $4,291 remains available to draw under the Grid Note and at the date of this filing, the current balance is $1,609. Note Exchange Agreement On August 22, 2016, the Company and SIC III, SIC IV, and SIC VI, each an affiliate of Mr. Sillerman, entered into a Note Exchange Agreement pursuant to which $30,175, which represents all of the outstanding principal and accrued interest of the Note, the Loans, the Secured Revolving Loan, the Secured Revolving Promissory Note, the Secured Revolving Promissory Note II, and the Secured Revolving Promissory Note III (all described and defined in Note 9, Loans Payable) other than $900 of debt held by SIC IV pursuant to that certain Line of Credit Grid Promissory Note dated as of June 11, 2015 (see "Grid Note"), was exchanged for 30,175 shares of the Company’s Series C Preferred Stock (see "Amendment to Certificate of Designation of Series C Preferred Stock" in this section.) The exchange price is $1,000 per share. The Note Exchange Agreement provides for the newly issued shares to be held subject to the obligations to convert the shares into common stock on the terms and on the conditions set forth in the Exchange Agreement, and subject to the additional obligations set forth in the Subordination Agreement and the Lockup Agreements. The Grid Note remains subject to the Exchange Agreement. Rant Acquisition On July 12, 2016, the Company and RACX, completed an acquisition pursuant to an Asset Purchase Agreement with Rant, Inc., pursuant to which RACX has acquired the assets of Rant used in the operation of Rant’s Rant.com independent media network and related businesses. In consideration for the purchase of the Rant Assets, the Company (i) delivered a Secured Convertible Promissory Note to Rant in the amount of $3,000; (ii) assumed $2,000 of liabilities of Rant and (iii) issued to Rant 4,435 shares of Company Series E Convertible Preferred Stock. Private Placement On July 12, 2016, the Company closed a private placement (the "Private Placement") of $4,444 principal amount of convertible debentures (the "Debentures") and common stock warrants (the "Warrants".) The Debentures and Warrants were issued pursuant to a Securities Purchase Agreement, dated July 12, 2016 (the “Purchase Agreement”), by and among us and certain accredited investors within the meaning of the Securities Act of 1933, as amended (the “Purchasers”). Upon the closing of the Private Placement, we received gross proceeds of $4,000 before placement agent fees and other expenses associated with the transaction. $1,162 of the proceeds was used to repay the Grid Note. The Debentures mature on the one-year anniversary of the issuance date thereof. The Debentures are convertible at any time at the option of the holder into shares of the the Company's common stock at an initial conversion price of $6.2660 per share (the “Conversion Price”). Based on such initial Conversion Price, the Debentures will be convertible into up to 780,230 shares of common stock. If we issue or sell shares of our common stock, rights to purchase shares of our common stock, or securities convertible into shares of our common stock for a price per share that is less than the Conversion Price then in effect, the Conversion Price then in effect will be decreased to equal such lower price. The adjustments to the Conversion Price will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans or for certain acquisitions. In addition, the Conversion Price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. However, in no event will the Conversion Price be less than $0.10 per share. The Debentures are secured by a first priority lien on substantially all of our assets in accordance with a security agreement. The Debentures bear interest at 10% per annum with interest payable upon maturity or on any earlier redemption date. At any time after the issuance date, we will have the right to redeem all or any portion of the outstanding principal balance of the Debentures, plus all accrued but unpaid interest at a price equal to 120% of such amount. The holders of Debentures shall have the right to convert any or all of the amount to be redeemed into common stock prior to redemption. Subject to certain exceptions, the Debentures contain customary covenants against incurring additional indebtedness and granting additional liens and contain customary events of default. Upon the occurrence of an event of default under the Debentures, a holder of Debentures may require us to pay the greater of (i) the outstanding principal amount, plus all accrued and unpaid interest, divided by the Conversion Price multiplied by the daily volume weighted average price or (ii) 115% of the outstanding principal amount plus 100% of accrued and unpaid interest. Pursuant to the Debentures, we are required to make amortizing payments of the aggregate principal amount, interest, and other amounts outstanding under the Debentures. Such payments must be made beginning three months from the issuance of the Debentures and on the monthly anniversary through and including the maturity date. The Amortization Amount is payable in cash or in shares of our common stock pursuant to the conversion mechanism contained in the Debentures. On July 20, 2016, we and the Purchasers entered into an Amendment to Securities Purchase Agreement and Consent to Modify Debentures (the “Amendment and Consent”). The Amendment and Consent provides that, while the Debentures are outstanding, Mr. Sillerman will guarantee that we shall have $1,000 available in our commercial bank account or otherwise available in liquid funds. At any time when our available funds fall below $1,000, Mr. Sillerman will provide (the “Sillerman Guaranty”) the amounts necessary to make-up the shortfall in an aggregate amount not to exceed $6,000; however, the first $5,000 of the guaranty shall be provided by drawing down on our Line of Credit with SIC IV. Any remaining amounts, up to a maximum aggregate of $1,000 million shall be provided by Sillerman. As a part of the Private Placement, we issued Warrants to the Purchasers providing them with the right to purchase up to an aggregate of 354,650 shares of the Company’s common stock at an initial exercise price of $6.5280 per share. Subject to certain limitations, the Warrants are exercisable on any date after the date of issuance and the exercise price for the Warrant is subject to adjustment for certain events, such as stock splits and stock dividends. If we issue or sell shares of our common stock, rights to purchase shares of our common stock, or securities convertible into shares of our common stock for a price per share that is less than the conversion price of the Debentures, the exercise price of the Warrants will be decreased to a lower price based on the amount by which the conversion price of the Debentures was reduced due to such transaction. The foregoing adjustments to the exercise price for future stock issues will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans or for certain acquisitions. In addition, the exercise price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. The Warrants will expire 5 years from the initial issuance date. In addition, we issued to Aegis Capital Corporation (“Aegis”), the placement agent in connection with the Private Placement, Warrants providing them with the right to purchase up to an aggregate of 53,200 shares of our common stock at initial exercise price of $6.5280 per share. The Warrants issued to Aegis contain substantially the same terms as the Warrants issued to the Purchasers. The Purchasers shall not have the right to convert the Debentures or exercise the Warrants to the extent that such conversion or exercise would result in such Purchaser being the beneficial owner in excess of 4.99% of our common stock. In addition, the Purchasers have no right to convert the Debentures or exercise the Warrants if the issuance of the shares of common stock upon such conversion or exercise would exceed the aggregate number of shares of our common stock which we may issue upon conversion of the Note and exercise of the Warrant without breaching our obligations under NASDAQ listing rules. Such limitation does not apply if our shareholders approve such issuances. We intend to promptly seek shareholder approval for issuances of shares of common stock issuable upon conversion of the Debentures and exercise of the Warrants. In connection with the Private Placement, we and the Purchasers entered into a Registration Rights Agreement under which we were required, on or before 30 days after the closing of the Private Placement, to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of our common stock issuable pursuant to the Debentures and Warrants and to use commercially reasonable efforts to have the registration declared effective as soon as practicable, but in no event later than 90 days after the filing date. We will be subject to certain monetary penalties, as set forth in the Registration Rights Agreement, if the registration statement is not filed, does not become effective on a timely basis, or does not remain available for the resale (subject to certain allowable grace periods) of the Registrable Securities, as such term is defined in the Registration Rights Agreement. Also in connection with the Private Placement, certain stockholders of ours have executed Lock-Up Agreements, pursuant to which they have agreed not to sell any shares of our common stock until the later of (i) six months following the issuance of the Debentures or (ii) 90 days following the effectiveness of a resale registration statement filed pursuant to the requirements of the Registration Rights Agreement. Amendment to Certificate of Designation of Series C Preferred Stock On August 22, 2016, the Company amended the terms of the Series C Preferred Stock. The amendment provided that the Series C Preferred Stock is no longer convertible into common stock by its terms (though the Series C Preferred Stock held by Mr. Sillerman remains subject to the Exchange Agreement described above) and is no longer redeemable by holder five years after issuance. As amended, the rights, preferences, privileges and restrictions of the shares of Series C Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows:
The Series C Preferred Stock is no longer convertible into common stock, except in accordance with the Exchange Agreement. Shareholder Approval Pursuant to the Information Statement on Form 14C filed by the Company on August 19, 2016, the holder of a majority of the Company's issued and outstanding shares has authorized the issuance of shares for the following transactions:
Such approval became effective on behalf of the Company's shareholders on September 15, 2016. As a result, there could be dilution of our shareholders if those conversions are effectuated. Mr. Sillerman now has voting control of the Company and, to the extent he also converts in accordance with his exchange agreements, he will remain majority shareholder. In addition, as set forth in the Information Statement, the majority shareholder also authorized the Board of Directors to effectuate the Reverse Stock Split (see below.) MGT Note On October 10, 2016, the Company satisfied the MGT Note through the issuance of 136,304 shares of its common stock and payment of interest of $16. Reverse Stock Split On September 16, 2016, the Company effected a reverse stock split (the "Reverse Stock Split") whereby shareholders are entitled to receive one share for each 20 shares of common stock of the Company. Shareholders entitled to a fractional share will receive cash in lieu of fractional shares. As a result of the Reverse Stock Split, the Company has 3,023,701 shares of common stock outstanding as of September 16, 2016. The Reverse Stock Split was approved by the Company’s Board of Directors on September 9, 2016, in part, to enable the Company to regain and maintain compliance with the minimum closing bid price of $1.00 per share for continued listing on NASDAQ. Potential NASDAQ Delisting On August 26, 2016, Company received formal notification from NASDAQ indicating that, but for the $1.00 bid price requirement, the Company has demonstrated compliance with all requirements for continued listing on NASDAQ including the $2,500 stockholders’ equity requirement. As previously disclosed, the NASDAQ Hearings Panel required that the Company, on or before August 22, 2016, make a public filing with the SEC indicating that it had regained compliance with the minimum stockholders’ equity requirement, among other things. The Company had until September 30, 2016 to have its common stock meet such minimum. As a result of the reverse 1 for 20 stock split effectuated on September 16, 2016, trading in such stock has met the NASDAQ $1.00 minimum bid price requirement and the Company believes confirmation from NASDAQ should be forthcoming shortly. Legal Proceedings On September 9, 2016, CFGI, LLC, a former provider of consulting services to the Company, has filed suit in the New York County Supreme Court to collect approximately $200 owed by the Company to CFGI. The Company intends to defend its interests in this matter. Settlement discussions are underway. A Complaint (Index #654984/2016) was filed by Andy Mule, on behalf of himself and others similarly situated, in the Supreme Court of the State of New York. The Complaint, which names the Company, each of its current directors, and President, as a former director, as defendants, claims a breach of fiduciary duty relating to the terms of a proposed conversion of debt and preferred shares into common equity by Mr. Sillerman and/or his affiliates. The Complaint seeks unspecified damages and such relief as the Court may deem appropriate. The Company accepted service on October 4, 2016, and has agreed to respond by November 14, 2016. The Company believes that this claim is without merit. Appointment of President and Chief Operating Officer On August 1, 2016, the Company entered into an employment agreement with Birame Sock, who has become the Company’s President and Chief Operating Officer. Appointment of Chief Financial Officer On July 5, 2016, the Company entered into an employment agreement with Michelle Lanken, who has become the Company’s Chief Financial Officer. Sale of Perk, Inc. Shares On September 30, 2016, the Company sold to Perk the remaining shares (1,013,068) of Perk common stock, the warrants for additional shares, and the right to the Earn-Out Shares received from Perk on the sale of the Viggle rewards business on February 8, 2016. The Company received $1,300 from Perk as consideration therefor. The execution of the Securities Purchase Agreement and closing were simultaneous. Additional Investment in DraftDay Gaming Group, Inc. Since July 1, 2016 and through the date of the filing of these financial statements, in accordance with the Series A Preferred Stock agreement, the Company transferred an additional $144 to the DDGG subsidiary. |
Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
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Jun. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Cash and Cash Equivalents and Restricted Cash | The Company considers all highly liquid securities purchased with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value and primarily consists of money market funds that are readily convertible into cash. Restricted cash comprises amounts held in deposit that were required as collateral under the lease of office space and security interest held by Deutsche Bank Trust Company Americas in connection with the Company's debt agreement more fully described in Note 9, Loans Payable. |
| Marketable Securities | These securities are short-term marketable securities, and have been classified as “available-for-sale” securities. Pursuant to ASC 320-10, “Investments - Debt and Equity Securities” the Company's marketable securities are marked to market on a quarterly basis, with unrealized gains and losses recorded in equity as Other Comprehensive Income/Loss. |
| Accounts Receivable | Accounts receivable are recorded net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon historical loss patterns, the number of days that the billings are past due and an evaluation of the potential risk associated with delinquent accounts. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. |
| Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of such institutions. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract. The Company generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. |
| Fair Value of Financial Instruments | The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of Perk marketable securities held is marked-to-market on a quarterly basis using the closing day share price of the last business day of the quarter. The changes to fair value are recorded in Other Comprehensive Income/Loss. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model. The changes to fair value are recorded in the Consolidated Statement of Operations. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar issues, are the same as those that were given to the Company at the issuance of these loans. |
| Property and Equipment | Property and equipment (consisting primarily of computers, software, furniture and fixtures, and leasehold improvements) is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure they are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred, while betterments are capitalized. Gains and losses on disposals are included in the results of operations. The estimated useful lives of the Company's property and equipment is as follows: computer equipment and software: 3 years; furniture and fixtures: 4 years; and leasehold improvements: the lesser of the lease term or life of the asset. |
| Business Combinations | Business combinations are accounted for using the acquisition method of accounting. The Company allocates the purchase price of acquired companies to the identifiable assets acquired, liabilities assumed and any non-controlling interest based on their acquisition date estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. Any contingent consideration to be transferred to the acquiree is recognized at fair value at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires the Company to make significant estimates and assumptions, including assumptions related to future cash flows, discount rates, asset lives and the probability of future cash pay-outs related to contingent consideration. The estimates of fair value are based upon assumptions believed to be reasonable by management, but are inherently uncertain and unpredictable and, therefore, actual results may differ from estimates. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's reporting units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a reporting unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the reporting units retained. |
| Goodwill and Certain Other Long-Lived Assets | As required by Accounting Standards Codification (“ASC”) 350, "Goodwill and Other Intangible Assets", the Company tests goodwill for impairment during the fourth quarter of its fiscal year. Goodwill is not amortized, but instead tested for impairment at the reporting unit level at least annually and more frequently upon occurrence of certain events. As noted above, the Company has three reporting units. The annual goodwill impairment test is a two step process. First, the Company determines if the carrying value of its reporting unit exceeds fair value, which would indicate that goodwill may be impaired. If the Company then determines that goodwill may be impaired, it compares the implied fair value of the goodwill to its carrying amount to determine if there is an impairment loss. Historically, the Company had one reporting unit. However, in connection with the sale of a significant portion of the Company's assets (see Note 1, Basis of Presentation and Consolidation), the remaining operations were divided into 3 reporting units (see Note 4, Segments). The Company engaged a third-party valuation firm to test the Choose Digital and Wetpaint reporting units for goodwill impairment. The DDGG reporting unit was not tested for impairment at December 31, 2015 as the acquisition of this entity occurred in September 2015. The Company determined that the fair value of both of the Wetpaint and Choose Digital reporting units were significantly below their respective carrying values, indicating that goodwill related to these reporting units may be impaired. The Company determined the fair value of all long-lived assets other than goodwill related to each reporting unit and calculated the residual goodwill value for each. Upon comparing the residual goodwill values to the respective carrying values, the Company determined that there was an impairment loss on both the Choose Digital and Wetpaint reporting units. As a result, the Company recorded an impairment loss of $4,335 related to the Choose Digital reporting unit and $10,708 related to the Wetpaint reporting unit in the Selling, general and administrative expense line of the Consolidated Statements of Operations during the six months ended December 31, 2015. Upon the finalization of the December 31, 2015 Choose Digital and Wetpaint goodwill impairment analysis, the consolidated goodwill ending balances as of March 31, 2016 were adjusted by $3,350 at June 30, 2016. The Company also recorded an additional goodwill impairment loss of $1,678 in the Selling, general and administrative expense line and reduced the gain on the sale of the Viggle Business by $1,672 in the Consolidated Statement of Operations during the nine months ended March 31, 2016 as a result of the finalization of the December 2015 Choose Digital and Wetpaint impairment analysis. There were no other impairments of goodwill related to the Choose Digital or Wetpaint reporting units recorded during the year ended June 30, 2016. At June 30, 2016, the Company determined that the fair value of the DDGG reporting unit was significantly below its carrying value, indicating that goodwill may be impaired. The Company determined the fair value of all long-lived assets other than goodwill and calculated the residual goodwill for the reporting unit. The residual goodwill was higher than the carrying value of goodwill related to the DDGG reporting unit, therefore the Company did not record an impairment loss for DDGG goodwill during the year ended June 30, 2016. There were no impairments to goodwill recorded during the year ended June 30, 2015. Other Long-Lived Assets The Company accounts for the impairment of long-lived assets other than goodwill in accordance with ASC 360, “Property, Plant, and Equipment” ("ASC 360"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. At June 30, 2015, the Company determined that certain intangible assets related to the acquisition of Choose Digital were impaired. Due to a shift in the Company's business operations and utilization of its resources, during the fourth quarter of fiscal 2015, the Company determined that intangible assets related to customer relationships and trade name no longer had value. Therefore, such assets were written off as of June 30, 2015. |
| Capitalized Software | The Company records amortization of acquired software on a straight-line basis over the estimated useful life of the software. In addition, the Company records and capitalizes internally generated computer software and, appropriately, certain internal costs have been capitalized in the amounts of $1,498 and $1,610 as of June 30, 2016 and June 30, 2015, respectively, in accordance with ASC 350-40, "Internal-use Software". Once software is placed into service, the Company records amortization on a straight-line basis over the estimated useful life of the software. The change in capitalized software is due to impairment of long-term assets related to Choose Digital and Wetpaint businesses described earlier, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. |
| Deferred Rent | The Company currently leases office space for its corporate office, and as part of the lease agreement the landlord provided a rent abatement for the first 10 months of the lease. In 2014, the Company entered into two lease agreements for its satellite offices which provided for tenant improvement work sponsored by the landlords. The abatement and landlord sponsored improvements have been accounted for as a reduction of rental expense over the life of the lease. The Company accounts for rental expense on a straight line basis over the entire term of the lease. Deferred rent is equal to the cumulative timing difference between actual rent payments and recognized rental expense. |
| Revenue Recognition | The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement. Advertising Revenue: the Company generates advertising revenue primarily from third-party advertising via real-time bidding, which is typically sold on a per impression basis. Deferred Revenue: deferred revenue consists principally of prepaid but unrecognized revenue. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met. Barter Revenue: barter transactions represent the exchange of advertising or programming for advertising, merchandise or services. Barter transactions which exchange advertising for advertising are accounted for in accordance with Emerging Issues Task Force Issue No. 99-17 "Accounting for Advertising Barter Transactions" (ASC Topic 605-20-25). Such transactions are recorded at the fair value of the advertising provided based on the Company's own historical practice of receiving cash for similar advertising from buyers unrelated to the counter party in the barter transactions. Barter transactions which exchange advertising or programming for merchandise or services are recorded at the monetary value of the revenue expected to be realized from the ultimate disposition of merchandise or services. |
| Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718"). Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options and warrants issued. Stock-based awards issued to date are comprised of both restricted stock awards (RSUs) and employee stock options. |
| Marketing | Marketing costs are expensed as incurred. |
| Income Taxes | The Company uses the liability method of accounting for income taxes as set forth in ASC 740, "Income Taxes" ("ASC 740"). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon the Company's evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company's policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. |
| Comprehensive Loss | In accordance with ASC 220, "Comprehensive Income", the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income consists of net income (loss), accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of an unrealized loss on available for sale marketable securities. |
| Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates include, among others, fair value of financial assets and liabilities, net realizable values on long-lived assets, certain accrued expense accounts, and estimates related to stock-based compensation. Actual results could differ from those estimates. |
| Recently Issued Accounting Pronouncements | In May 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"). The amendments in this update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which is not yet effective. This update focuses on improving several aspects of ASU 2014-09, such as assessing the collectability criterion in paragraph 606-10-25-1(e) and accounting for contracts that do not meet the criteria for step 1; presentation of sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; and completed contracts at transition. The Company does not expect the standard to have a material impact on its consolidated financial statements. In April 2016, the FASB issued Accounting Standards Update 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"). The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. This update focuses on clarifying the following two aspects of ASU 2014-09: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The Company does not expect the standard to have a material impact on its consolidated financial statements. In March 2016, FASB issued Accounting Standards Update No. 2016-09, "Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). This update is intended to improve the accounting for employee share-based payments and affects all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including:(a)income tax consequences;(b)classification of awards as either equity or liabilities; and(c) classification on the statement of cash flows. ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-09 on its financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its financial statements. In January 2016, FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). Additionally, it requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Lastly, the standard eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, “Income taxes: Balance Sheet Classification of Deferred Taxes Business” (“ASU 2015-17”). Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In September 2015, the FASB issued Accounting Standard Update No. 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"). This standard requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the ASU 2015-16 require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017 (July 1, 2017 for the Company). The Company does not believe that the adoption of ASU 2015-16 will have a material impact on its consolidated financial statements. |
Segments (Tables) |
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| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Revenue by Major Customers by Reporting Segments | Information about reportable segments:
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| Schedule of Segment Reporting Information, by Segment | Reconciliation of revenues attributable to reportable segments to consolidated revenues from continuing operations:
Reconciliation of net loss for reportable segments, net of income taxes to consolidated net loss from continuing operations, net of income taxes:
Total assets for reportable segments:
Reconciliation of assets attributable to reportable segments to consolidated assets of continuing operations:
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Discontinued Operations (Tables) |
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| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disposal Groups, Including Discontinued Operations | Results of operations classified as discontinued operations:
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| Schedule of Cash Flows from Discontinued Operations | Cash flows used in discontinued operations:
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| Schedule of Assets Used In Discontinued Operations | Current assets and Non-current assets used in discontinued operations:
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| Schedule of Liabilities Used In Discontinued Operations | Current liabilities and Non-current liabilities used in discontinued operations:
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Acquisitions (Tables) |
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| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Purchase Price for Acquisition | A summary of the fair value of consideration transferred for this acquisition and the fair value of the assets and liabilities at the date of acquisition is as follows (amounts in thousands):
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Property and Equipment (Tables) |
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| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property and Equipment | Property and Equipment consists of the following:
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Intangible Assets and Goodwill (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets | Intangible assets consist of the following:
|
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| Future Annual Amortization Expense | Future annual amortization expense expected is as follows:
|
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| Schedule of Goodwill | The activity in the goodwill balance consists of the following:
|
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Loans Payable (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Loans Payable and Long-Term Debt |
|
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| Schedule of Long-term Debt Instruments | During the year ended June 30, 2015, Mr. Sillerman made the following demand loans (the "Loans") to the Company:
|
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Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Schedule of Future Minimum Rental Payments for Operating Leases | The Company’s future minimum rental commitments under noncancelable operating leases are as follows (amounts are shown net of contractual sublease income):
|
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Share-Based Payments (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Restricted Stock | The per share fair value of RSUs granted with service conditions was determined on the date of grant using the fair market value of the shares on that date and is recognized as an expense over the requisite service period. This information does not include RSUs granted as part of the acquisitions of Wetpaint and Choose Digital.
|
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| Schedule of Stock Options | The following table summarizes the Company's stock option activity for year ended June 30, 2016:
|
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| Schedule Weighted Average Assumptions | The fair value of options granted during the years ended June 30, 2016 and 2015 were estimated based on the following weighted average assumptions:
|
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| US Federal Tax Rate | A reconciliation of the Company's statutory U.S. federal tax rate and its effective tax rate is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Tax Assets | The components of deferred taxes as of June 30, 2016, are as follows:
The components of deferred taxes as of June 30, 2015, are as follows:
|
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Fair Value Measurement (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Assets Measured on Recurring Basis | The cost and market value of the Perk shares at June 30, 2016 were as follows:
|
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| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of assets measured at fair value on a recurring basis using unobservable inputs (level 3):
The following table presents a reconciliation of liabilities measured at fair value on a recurring basis using unobservable inputs: (level 3):
|
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Line of Business (Narrative) (Details) |
12 Months Ended | ||
|---|---|---|---|
|
Jun. 30, 2016
reporting_unit
|
Jun. 30, 2016
operating_segment
|
Jun. 30, 2015
operating_segment
|
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Number of operating segments (in operating segment) | 3 | 3 | 1 |
Segments (Narrative) (Details) $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
|
Jun. 30, 2016
reporting_unit
|
Jun. 30, 2016
USD ($)
|
Jun. 30, 2016
operating_segment
|
Jun. 30, 2015
operating_segment
|
|
| Segment Reporting Information [Line Items] | ||||
| Number of operating segments (in operating segment) | 3 | 3 | 1 | |
| DDGG | ||||
| Segment Reporting Information [Line Items] | ||||
| Transfers to DDGG subsidiary | $ 857 | |||
| Purchase price commitment | $ 500 | |||
Segments (Reconciliation of Revenue) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Segment Reporting Information [Line Items] | ||
| Revenues | $ 4,509 | $ 5,674 |
| Reportable Segments | ||
| Segment Reporting Information [Line Items] | ||
| Revenues | 4,010 | 5,157 |
| Reconciling Items | ||
| Segment Reporting Information [Line Items] | ||
| Licensing revenues related to SFX licensing agreement | 499 | 507 |
| Other revenues | $ 0 | $ 10 |
Segments (Reconciliation of Net Loss) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Segment Reporting Information [Line Items] | ||
| Net loss from continuing operations | $ (57,167) | $ (45,527) |
| Total net loss | (40,447) | (16,150) |
| Gain (Loss) On Settlement Of Accounts Payable | 2,132 | 0 |
| Interest expense | (3,788) | (2,050) |
| Loss on contingent consideration | 0 | 2,222 |
| Reportable Segments | ||
| Segment Reporting Information [Line Items] | ||
| Net loss from continuing operations | (40,375) | (15,491) |
| Reconciling Items | ||
| Segment Reporting Information [Line Items] | ||
| Other (loss) gain, net | (72) | (659) |
| Stock compensation related to corporate financing activities | (11,017) | (21,141) |
| Corporate expenses, net allocated to discontinued operations | (1,915) | (3,262) |
| Interest expense | (3,788) | (2,050) |
| Loss on contingent consideration | 0 | (2,222) |
| Corporate financing expenses | $ 0 | $ (702) |
Segments (Assets) (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Jun. 30, 2015 |
|---|---|---|
| Segment Reporting Information [Line Items] | ||
| Assets | $ 23,039 | $ 70,229 |
| Continuing Operations | ||
| Segment Reporting Information [Line Items] | ||
| Assets | 23,000 | 54,582 |
| Continuing Operations | Reportable Segments | ||
| Segment Reporting Information [Line Items] | ||
| Assets | 17,651 | 45,859 |
| Continuing Operations | Reportable Segments | Wetpaint | ||
| Segment Reporting Information [Line Items] | ||
| Assets | 8,495 | 35,272 |
| Continuing Operations | Reportable Segments | Choose Digital | ||
| Segment Reporting Information [Line Items] | ||
| Assets | 5,416 | 10,587 |
| Continuing Operations | Reportable Segments | DDGG | ||
| Segment Reporting Information [Line Items] | ||
| Assets | 3,740 | 0 |
| Continuing Operations | Reconciling Items | ||
| Segment Reporting Information [Line Items] | ||
| Assets | $ 5,349 | $ 8,723 |
Discontinued Operations (Results of Operations) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Discontinued Operations and Disposal Groups [Abstract] | ||
| Revenues | $ 5,321 | $ 19,852 |
| Cost of watch points and engagement points | (3,416) | (9,574) |
| Selling, general and administrative expenses | (12,553) | (43,203) |
| Operating loss | (10,648) | (32,925) |
| Other expense: | ||
| Other income, net | 4,169 | 0 |
| Net loss before provision for income taxes | (6,479) | (32,925) |
| Income tax expense | (43) | (87) |
| Net loss from discontinued operations, net of tax | $ (6,522) | $ (33,012) |
Discontinued Operations (Schedule of Cash Flows from Discontinued Operations) (Details) - Viggle - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
| Net cash used in operating activities | $ (15,998) | $ (17,984) |
| Net cash used in investing activities | 0 | (843) |
| Net cash used in discontinued operations | $ (15,998) | $ (18,827) |
Discontinued Operations (Schedule of Assets Used In Discontinued Operations) (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Jun. 30, 2015 |
|---|---|---|
| Current assets: | ||
| Accounts receivable, net | $ 39 | $ 3,281 |
| Prepaid expenses | 0 | 150 |
| Current assets of discontinued operations | 39 | 3,431 |
| Non-current assets: | ||
| Property and equipment, net | 0 | 114 |
| Intangible assets, net | 0 | 2,630 |
| Goodwill | 0 | 11,111 |
| Other assets | 0 | 40 |
| Non-current assets of discontinued operations | $ 0 | $ 13,895 |
Discontinued Operations (Schedule of Liabilities Used In Discontinued Operations) (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Jun. 30, 2015 |
|---|---|---|
| Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | ||
| Accounts payable and accrued expenses | $ 2,634 | $ 4,249 |
| Reward points payable | 0 | 9,029 |
| Current portion of loan payable | 217 | 0 |
| Current liabilities of discontinued operations | 2,851 | 13,278 |
| Non-current liabilities: | ||
| Other long-term liabilities | 0 | 538 |
| Non-current liabilities of discontinued operations | $ 0 | $ 538 |
Acquisitions (Summary of Acquisitions) (Details) - USD ($) $ in Thousands |
Sep. 08, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|---|---|---|---|
| Business Acquisition [Line Items] | |||
| Total consideration | $ 4,010 | ||
| Consideration transferred: | |||
| Contingent consideration | 2,250 | ||
| Final allocation: | |||
| Goodwill | $ 11,270 | $ 24,722 | |
| DraftDay.com | |||
| Final allocation: | |||
| Goodwill | 1,591 | ||
| Intangible assets | 3,012 | ||
| Other Assets | 799 | ||
| Total liabilities | (1,392) | ||
| Total consideration | 4,010 | ||
| Viggle Common Stock | DraftDay.com | |||
| Business Acquisition [Line Items] | |||
| Consideration transferred | $ 1,760 |
Property and Equipment (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Property, Plant and Equipment [Line Items] | ||
| Property and Equipment, gross | $ 3,469 | $ 3,937 |
| Accumulated Depreciation and Amortization | (2,055) | (1,603) |
| Property and Equipment, net | 1,414 | 2,334 |
| Depreciation and amortization | 512 | 656 |
| Leasehold Improvements | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and Equipment, gross | 2,261 | 2,886 |
| Furniture and Fixtures | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and Equipment, gross | 588 | 588 |
| Computer Equipment | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and Equipment, gross | 456 | 458 |
| Software | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and Equipment, gross | $ 164 | $ 5 |
Intangible Assets and Goodwill (Future Amortization) (Details) $ in Thousands |
Jun. 30, 2016
USD ($)
|
|---|---|
| Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
| 2017 | $ 1,194 |
| 2018 | 966 |
| 2019 | 919 |
| 2020 | 919 |
| 2021 | $ 670 |
Intangible Assets and Goodwill (Summary of Goodwill) (Details) - USD ($) |
9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2016 |
Mar. 31, 2016 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Goodwill [Roll Forward] | ||||
| Balance at June 30, 2015 | $ 24,722,000 | $ 24,722,000 | ||
| Acquisition of DDGG | $ 3,350 | |||
| Impairments of goodwill | $ (1,678) | 0 | $ 0 | |
| Balance at June 30, 2016 | $ 11,270,000 | 11,270,000 | $ 24,722,000 | |
| DDGG | ||||
| Goodwill [Roll Forward] | ||||
| Acquisition of DDGG | 1,591,000 | |||
| Wetpaint | ||||
| Goodwill [Roll Forward] | ||||
| Impairments of goodwill | (10,708,000) | |||
| Choose Digital | ||||
| Goodwill [Roll Forward] | ||||
| Impairments of goodwill | $ (4,335,000) | |||
Loans Payable (Loan from Perk) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Feb. 08, 2016 |
Dec. 23, 2015 |
Dec. 14, 2015 |
Dec. 31, 2015 |
Jun. 30, 2016 |
Dec. 13, 2015 |
|
| Debt Instrument [Line Items] | ||||||
| Reduction in common stock payable | 130,000 | |||||
| Common stock payable | 1,500,000 | |||||
| Line of Credit | Credit Agreement with Perk | ||||||
| Debt Instrument [Line Items] | ||||||
| Draw on line of credit | $ 333,000 | $ 667,000 | $ 1,000,000 | |||
| Maximum borrowing capacity | $ 0 | $ 1,000,000 | ||||
| Interest rate | 12.00% | |||||
| Stated interest rate in the event of default | 12.00% | |||||
| Interest expense | $ 0 | |||||
| Viggle | Discontinued Operations, Disposed of by Sale | ||||||
| Debt Instrument [Line Items] | ||||||
| Consideration received (in shares) | 1,370,000 |
Loans Payable (Accounts Payable Settlements) (Details) - USD ($) $ in Thousands |
12 Months Ended | |||||
|---|---|---|---|---|---|---|
May 12, 2016 |
Apr. 25, 2016 |
Apr. 12, 2016 |
Apr. 07, 2016 |
Mar. 28, 2016 |
Jun. 30, 2016 |
|
| Debt Instrument [Line Items] | ||||||
| Interest on notes payable issued for litigation settlements | $ 2 | |||||
| North America Photon Infotech Ltd. | ||||||
| Debt Instrument [Line Items] | ||||||
| Damages sought | $ 218 | |||||
| Simulmedia, Inc. | ||||||
| Debt Instrument [Line Items] | ||||||
| Litigation settlement amount | $ 56 | |||||
| Carpathia Hosting, LLC | ||||||
| Debt Instrument [Line Items] | ||||||
| Damages sought | $ 658 | |||||
| Gain (loss) related to litigation settlement | 505 | |||||
| Pandora Media Inc. | ||||||
| Debt Instrument [Line Items] | ||||||
| Gain (loss) related to litigation settlement | $ 222 | |||||
| Settled Litigation | North America Photon Infotech Ltd. | ||||||
| Debt Instrument [Line Items] | ||||||
| Litigation settlement amount | $ 110 | |||||
| Settled Litigation | Pandera Systems, LLC | ||||||
| Debt Instrument [Line Items] | ||||||
| Litigation settlement amount | $ 50 |
Loans Payable (Convertible Promissory Note) (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jun. 30, 2016 |
Jun. 27, 2016 |
Jun. 30, 2015 |
|
| Debt Instrument [Line Items] | |||
| Long-term debt | $ 28,712,000 | $ 24,091,000 | |
| RI Convertible Note | |||
| Debt Instrument [Line Items] | |||
| Debt instrument, face amount | $ 300,000 | ||
| Interest rate | 12.00% | ||
| Long-term debt | $ 300,000 | ||
| Interest expense | $ 2,000 |
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 09, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Oct. 10, 2016 |
Dec. 03, 2015 |
|
| Loss Contingencies [Line Items] | ||||||
| Shares issued (shares) | 437,500.0 | |||||
| Rent expense | $ 361 | $ 610 | ||||
| Creditors Adjustment Bureau | ||||||
| Loss Contingencies [Line Items] | ||||||
| Damages sought | $ 84 | |||||
| Subsequent Event | CFGI LLC | ||||||
| Loss Contingencies [Line Items] | ||||||
| Damages sought | $ 200 | |||||
| Common Stock | Subsequent Event | ||||||
| Loss Contingencies [Line Items] | ||||||
| Shares issued (shares) | 1,013,068 | 136,304 | ||||
| Gracenote Inc | Common Stock | Subsequent Event | ||||||
| Loss Contingencies [Line Items] | ||||||
| Shares issued (shares) | 357,032 | |||||
| Recognized gain | $ 593 | |||||
Commitments and Contingencies (Operating Leases) (Details) $ in Thousands |
Jun. 30, 2016
USD ($)
|
|---|---|
| Commitments and Contingencies Disclosure [Abstract] | |
| 2017 | $ 466 |
| 2018 | 490 |
| 2019 | 688 |
| 2020 | 729 |
| 2021 | 749 |
| Thereafter | 640 |
| Total | $ 3,762 |
Stockholders' (Deficit) Equity (Series C Convertible Redeemable Preferred Stock) (Details) - Series C Convertible Redeemable Preferred Stock - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Oct. 24, 2014 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Class of Stock [Line Items] | |||
| Temporary equity, shares authorized (in shares) | 100,000 | 100,000 | 100,000 |
| Temporary equity, stated value (usd per share) | $ 1,000 | $ 1,000 | $ 1,000 |
| Annual dividend rate, percent | 12.00% | ||
| Conversion price per share (USD per share) | $ 80 | ||
| Early redemption premium, percent | 6.00% | ||
| Percent excluded from redemption fee | 33.00% | ||
| Conversion price excluded from redemption fee (USD per share) | $ 100 | ||
| Securities Purchase Agreement | |||
| Class of Stock [Line Items] | |||
| Undeclared dividends | $ 1,156 | $ 468 | |
Stockholders' (Deficit) Equity (Series D Convertible Preferred Stock) (Details) - $ / shares |
Apr. 13, 2016 |
Jun. 30, 2016 |
Mar. 24, 2016 |
Jun. 30, 2015 |
|---|---|---|---|---|
| Common Stock | ||||
| Class of Stock [Line Items] | ||||
| Shares converted to common stock (shares) | 18,331.5 | |||
| Series D Preferred Stock | ||||
| Class of Stock [Line Items] | ||||
| Preferred stock, shares authorized (in shares) | 150 | 150 | 150 | |
| Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |
| Share conversion rate (shares) | 166.65 | |||
| Threshold of ownership (up to) | 9.99% | |||
| Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |
| Series D Preferred Stock | Class D Preferred Stock | ||||
| Class of Stock [Line Items] | ||||
| Shares converted to common stock (shares) | 110 |
Stockholders' (Deficit) Equity (Public Offerings of Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2015 |
May 28, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Class of Stock [Line Items] | ||||
| Proceeds from issuance of stock | $ 200 | $ 12,459 | ||
| Common Stock | ||||
| Class of Stock [Line Items] | ||||
| Shares issued (in shares) | 102,439 | 181,308.95 | ||
| Share price (in dollars per share) | $ 41 | $ 50 | $ 41 | |
| Proceeds from issuance of stock | $ 3,878 | $ 8,442 | ||
Stockholders' (Deficit) Equity (Private Placements of Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 03, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
May 12, 2016 |
|
| Class of Stock [Line Items] | ||||
| Shares issued (shares) | 437,500.0 | |||
| Share price (in dollars per share) | $ 9.4 | |||
| Common stock offerings | $ 4,112 | $ 4,117 | $ 0 | |
| Shares of stock reverted to company | 4,200 | |||
| DDGG | ||||
| Class of Stock [Line Items] | ||||
| Decrease in noncontrolling interest | $ 378 | |||
| Class D Preferred Stock | DDGG | Series A Preferred Stock | ||||
| Class of Stock [Line Items] | ||||
| Share price (in dollars per share) | $ 1 | |||
| Class D Preferred Stock | DDGG | Sportech | Series A Preferred Stock | ||||
| Class of Stock [Line Items] | ||||
| Share price (in dollars per share) | $ 1 | $ 1 | ||
| Common stock offerings | $ 257 | |||
| Affiliated Entity | ||||
| Class of Stock [Line Items] | ||||
| Share price (in dollars per share) | $ 9.4 | |||
Share-Based Payments (Restricted Stock) (Details) - Restricted Stock Units |
12 Months Ended |
|---|---|
|
Jun. 30, 2016
$ / shares
shares
| |
| Shares | |
| Nonvested, beginning balance (in shares) | shares | 23,313 |
| Granted (in shares) | shares | 17,571 |
| Vested (in shares) | shares | (19,138) |
| Forfeited and canceled (in shares) | shares | (17,704) |
| Nonvested, ending balance (in shares) | shares | 4,042 |
| Weighted Average Grant Date Fair Value | |
| Nonvested, beginning balance (in dollars per share) | $ / shares | $ 1,044.60 |
| Granted (in dollars per share) | $ / shares | 32.60 |
| Vested (in dollars per share) | $ / shares | 944.60 |
| Forfeited and canceled (in dollars per share) | $ / shares | 74.80 |
| Nonvested, ending balance (in dollars per share) | $ / shares | $ 2,740.40 |
Share-Based Payments (Assumptions Used) (Details) - Stock Options - $ / shares |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
| Expected volatility (as a percent) | 80.00% | 80.00% |
| Risk-free interest rate (as a percent) | 1.94% | 1.82% |
| Expected dividend yield (as a percent) | 0.00% | 0.00% |
| Expected life (in years) | 6 years 6 months | 6 years 5 months 30 days |
| Estimated fair value per option granted (in dollars per share) | $ 6.60 | $ 42.20 |
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Income Tax Disclosure [Abstract] | ||
| Operating loss carryforwards | $ 178,300 | |
| Income tax expense | $ 0 | $ 0 |
Income Taxes (Reconciliation of Tax Rate) (Details) |
12 Months Ended | |
|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
| Income Tax Disclosure [Abstract] | ||
| Statutory U.S. federal tax rate | 35.00% | 35.00% |
| State and local income taxes - net of federal benefit | 10.37% | 10.37% |
| Valuation allowance | (45.37%) | (45.37%) |
| Effective tax rate | 0.00% | 0.00% |
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Jun. 30, 2015 |
|---|---|---|
| Deferred tax assets: | ||
| Share based compensation | $ 92,824 | $ 86,546 |
| Start-up expenditures | 2,043 | |
| Start-up expenditures | 4,799 | 5,236 |
| Other | 1,575 | |
| Operating loss carryforward | 79,476 | 71,616 |
| Total deferred tax assets | 179,142 | 164,973 |
| Deferred tax liabilities: | ||
| Depreciation and amortization | (7,913) | (6,156) |
| Valuation allowance | (171,229) | (158,817) |
| Deferred tax liability, net | $ 0 | $ 0 |
Fair Value Measurement (Market Value of Equity Interests) (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Jun. 30, 2016
USD ($)
| |
| Perk Shares | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Unrealized loss | $ 361 |
| Translation gain | 148 |
| Cost | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Available for sale securities | 2,708 |
| Cost | Perk Shares | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Available for sale securities | 2,708 |
| Market | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Available for sale securities | 2,495 |
| Market | Perk Shares | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Available for sale securities | $ 2,495 |
Fair Value Measurement (Fair Value Reconciliation) (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Jun. 30, 2016
USD ($)
| |
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
| Beginning balance | $ 0 |
| Perk warrants | 1,023 |
| Unrealized losses for the period including in other income (expense), net | (375) |
| Ending balance | 648 |
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
| Beginning balance | 10 |
| Additions to Level 3 | 0 |
| Ending balance | $ 10 |