8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported: May 13, 2014

Viggle Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-13803	33-0637631
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

902 Broadway, 11th Floor New York, New York (Address of principal executive offices)   10010 (Zip Code)

(212)  231-0092

(Registrant’s Telephone Number, including Area Code)

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions ( see General Instruction A.2 below):

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17  CFR 240.14d-2(b)).

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 8.01.  Other Events.

On May 14, 2014, the Company issued a press release relating to its earnings for the third quarter of its 2014 fiscal year.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 14, 2014.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIGGLE INC.
Date: May 14,  2014	By:	/s/ Mitchell J. Nelson
		Name:  Mitchell J. Nelson
		Title:    Executive Vice President

3

EX-99.1

Exhibit 99.1

For Immediate Release

Viggle Releases F3Q 2014 Results:

Net Registered Users Grow by 90 Percent Year-Over-Year

NEW YORK – May 14, 2014 – Viggle Inc. (NASDAQ: VGGL), the entertainment marketing and rewards platform that includes the Viggle, Dijit, and Wetpaint brands, today released its results for F3Q 2014, ended March 31, 2014..

Viggle Inc. achieved a total reach for March 2014 of 20.8 million and total active reach of 8.8 million, respectively.  Total reach is the total amount of registered users for the Viggle app and unique monthly users of the Wetpaint media properties.  Total active reach is the amount of monthly active users for the Viggle app and the cumulative number of times people have “liked” a Wetpaint page on Facebook, plus the cumulative number of times people have “followed” a Wetpaint account on Twitter.

In addition, the Viggle app’s registered users totaled 4,140,653 at the end of F3Q 2014, an increase of 90 percent from the 2,182,702 Viggle registered users recorded at the end of F3Q 2013, and a 12 percent increase over the 3,690,832 registered users recorded at the end of F2Q 2014.

Viggle generated $12.677 million in revenue in Fiscal 2014 YTD, a 36 percent increase from the $9.322 million YTD at the end of F3Q 2013.  Viggle’s $3.306 million in revenue during F3Q 2014 is a decrease of $89,000, or 3 percent, over F3Q 2013 revenue of $3.395 million.

During the quarter, Viggle acquired Dijit Media, maker of an award-winning platform targeting the entertainment industry via the NextGuide application, which enables it to efficiently spend and target promotional budgets and collect more and better data about actual audiences than ever before.  The platform includes the NextGuide Reminder functionality, a toolset that helps TV networks, programmers and broadcasters build their audiences with detailed metrics and measurement.  Dijit Media also offers consumer-facing NextGuide, a discovery and engagement product line (for iOS and Web), as well as universal discovery, search, recommendations, and watchlist services with live TV and streaming support.

“This quarter was a time for us to focus on building the technology to leverage the expanded scale of the Viggle platform brought about by our acquisitions of Dijit and Wetpaint,” said Greg Consiglio, President and COO of Viggle Inc.  “The ability to both award points and offer rewards outside of the Viggle app are critical to scaling the business online, in social media, and across a family of mobile apps.”

Subsequent to the close of F3Q 2014, Viggle Inc. has already made several moves along those lines.  First, it launched the initial version of Viggle Store in May, allowing Viggle Members to redeem points directly for music downloads in the Viggle application and on the web.   Second, the ability to earn Viggle points on Wetpaint for watching proprietary videos is currently in a private beta.  When launched, this will be the first instance where Viggle users will be able to earn points for engaging in entertainment content outside of the Viggle app.

In addition, April monthly active users (MAU) of 646,947, represented an increase of 75 percent over March MAU of 368,706.  In addition, April registrations totaled 425,304 – a 209 percent increase over March registrations of 137,765.

Also subsequent to the end of the quarter, Viggle raised gross proceeds of $35 million from the sale of its common stock and began trading on the NASDAQ Capital Market, as of April 25th.

Through the end of F3Q 2014, Viggle users have checked into 379,526,039TV programs – including 24,042,232 from January 1, 2014, through the end of F3Q 2014.  In addition, users have checked into 21,238,467 songs using the new Viggle MUSIC service between January 1, 2014 and March 31, 2014.  As of March 31, 2014, users have redeemed a total of 2.9 million rewards, for an average of 12,673 points per redemption.  The total retail value of rewards redeemed through March 31, 2014, is approximately $17.9 million.  Overall, users’ average time in the app has been 64minutes and 25 seconds per session.

For F3Q 2014, Viggle had an Adjusted EBITDA loss of $7.876 million as compared to an Adjusted EBITDA loss of $8.803 million in F3Q 2013.Fiscal 2014 YTD adjusted EDITDA losses of $18.886 million is a 20 percent decrease from the $23.737 million YTD adjusted EBITDA loss at the end of F3Q 2013.

Please refer to the Company’s Quarterly Report on Form 10-Q filed today with the SEC for additional information.

About Viggle Inc.

Viggle is an entertainment marketing and rewards platform whose app rewards its members for watching TV shows and discovering new music. The Viggle mobile app has over 4 million users. Since its launch, Vigglers have redeemed over $18 million in rewards for watching their favorite TV programs and listening to music. In addition, Viggle operates Wetpaint, which offers entertainment and celebrity news online. Viggle also operates Dijit Media, maker of technology that helps consumers search for, find, and set reminders for TV shows and movies.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. All information provided in this press release is as of May 14, 2014. Except as required by law, Viggle Inc. undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Non-GAAP Adjusted Rewards Costs and Adjusted EBITDA

The Company provides a non-GAAP measure for adjusted rewards costs as an alternative view of the Company’s cost of providing rewards to its users. The Company reports rewards costs in its Consolidated Statement of Operations in both cost of watchpoints and engagement points and in Selling, general and administrative expenses. Management believes that a useful financial measure for investors is to provide to them the amount of cash the Company has actually paid to provide rewards to its users. The Company also presents Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that represents operating loss (as reported) plus depreciation and amortization, stock based compensation and adjustment to rewards costs. Management believes these non-GAAP measures enhance investors’ understanding of the Company’s financial performance. The information on adjusted rewards costs and Adjusted EBITDA should be considered in addition to, but not in lieu of operating income prepared in accordance with generally accepted accounting principlesin the United States (GAAP). Since adjusted reward costs and Adjusted EBITDA are not measures determined in accordance with GAAP, they have no standardized meaning prescribed by GAAP and therefore, may not be comparable to the calculation of similar measures of other companies. A reconciliation between GAAP financial measures and non-GAAP financial measures is as follows.

Reconciliation of rewards cost to adjusted rewards cost and selling, general and administrative expenses to adjusted selling, general and administrative expenses (amounts in thousands)
	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013			9 Months Ended March 31, 2014			9 Months Ended March 31, 2013
Cost of watchpoints and engagement points as reported	$	1,148		$	(2,593	)	$	(1,509	)	$	(6,393	)
Adjustment to cost of watchpoints and engagement points		(2,093	)		1,388			(2,340	)		2,121
Adjusted cost of watchpoints and engagement points		(945	)		(1,205	)		(3,849	)		(4,272	)
Selling, general and administrative expenses as reported		(18,841	)		(44,185	)		(61,745	)		(81,027	)
Adjustment to selling, general and administrative expenses		(157	)		650			(230	)		1,053
Adjusted selling, general and administrative expenses	$	(18,998	)	$	(43,535	)	$	(61,975	)	$	(79,974	)
Reconciliation of operating loss to Adjusted EBITDA (amounts in thousands)
	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013			9 Months Ended March 31, 2014			9 Months Ended March 31, 2013
Revenue	$	3,306		$	3,395		$	12,677		$	9,322
Operating loss as reported	$	(14,387	)	$	(43,383	)	$	(50,577	)	$	(78,098	)
Add:
Stock compensation costs		6,408			31,572			29,843			48,347
Adjustment to cost of watchpoints and engagement points		(2,093	)		1,388			(2,340	)		2,121
Adjustment to Selling, general and administrative expenses		218			650			145			1,053
Depreciation and amortization costs		1,978			970			4,043			2,840
Adjusted EBITDA *	$	(7,876	)	$	(8,803	)	$	(18,886	)	$	(23,737	)

* Adjusted EBITA is a non-GAAP measure, but shown above it represents operating loss plus depreciation and amortization, stock based compensation, interest (expense) income, net, certain one-time selling, general and administrative costs and adjustment to rewards costs

Media Contact for Viggle:

Ed Tagliaferri

DKC Public Relations

212 981 5182

edmund_tagliaferri@dkcnews.com

Viggle Investor Relations:

John C. Small

CFO, Viggle Inc.

646 738 3220

IRTH Communications

Robert Haag, 1-866-976-4784

Managing Partner

VGGL@irthcommunications.com

###