Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Viggle Inc. | ' |
Entity Central Index Key | '0000725876 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 13,784,711 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,445 | $1,359 |
Accounts receivable, net | 3,968 | 2,802 |
Prepaid expenses | 2,208 | 915 |
Other receivables | 285 | 236 |
Total current assets | 7,906 | 5,312 |
Restricted cash | 5,696 | 696 |
Property & equipment, net | 2,581 | 2,815 |
Intangible assets, net | 21,783 | 4,942 |
Goodwill | 29,973 | 2,953 |
Other assets | 160 | 57 |
Total assets | 68,099 | 16,775 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 13,520 | 5,622 |
Reward points payable | 5,280 | 7,936 |
Common stock warrant liability | 96 | 443 |
Deferred revenue | 5,089 | 237 |
Current portion of loan payable | 37,500 | 10,000 |
Total current liabilities | 61,485 | 24,238 |
Loans payable, less current portion | 0 | 24,782 |
Fair value of derivative embedded within convertible debt | 0 | 3,870 |
Other long-term liabilities | 1,312 | 1,263 |
Total liabilities | 62,797 | 54,153 |
Commitments and contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value: authorized 300,000,000 shares, outstanding 1,508,641 shares as of March 31, 2014 and 1,139,056 shares as of June 30, 2013 | 2 | 1 |
Additional paid-in-capital | 247,255 | 186,567 |
Treasury stock, 207,664 shares as of March 31, 2014 | -11,286 | 0 |
Due from executive officer | 0 | -3,561 |
Accumulated deficit | -272,207 | -220,385 |
Total stockholders' deficit | -32,239 | -37,378 |
Total liabilities, convertible redeemable preferred stock and stockholders' deficit | 68,099 | 16,775 |
Preferred Class A | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock | 37,541 | 0 |
Preferred Class B | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock | $3,997 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Preferred Class A | Preferred Class B | ||
Preferred stock, par value | ' | $1,000 | $1,000 |
Preferred stock, shares authorized | ' | 100,000 | 50,000 |
Preferred stock, shares issued | ' | 34,275 | 21,804.20 |
Preferred stock, shares outstanding | ' | 34,275 | 21,804.20 |
Common stock, par value (in dollars per share) | $0.00 | ' | ' |
Common stock, shares authorized | 300,000,000 | ' | ' |
Common stock, shares outstanding | 1,508,641 | ' | ' |
Treasury stock, shares | 207,664 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $3,306 | $3,395 | $12,677 | $9,322 |
Cost of watchpoints and engagement points | 1,148 | -2,593 | -1,509 | -6,393 |
Selling, general and administrative expenses | -18,841 | -44,185 | -61,745 | -81,027 |
Operating loss | -14,387 | -43,383 | -50,577 | -78,098 |
Other income (expense): | ' | ' | ' | ' |
Other income, net | 529 | 801 | 1,420 | 3,982 |
Interest expense, net | -256 | -474 | -2,597 | -793 |
Total other income (expense) | 273 | 327 | -1,177 | 3,189 |
Net loss before provision for income taxes | -14,114 | -43,056 | -51,754 | -74,909 |
Income tax expense | -22 | -23 | -68 | -67 |
Net loss | -14,136 | -43,079 | -51,822 | -74,976 |
Accretion of Series A Convertible Redeemable Preferred Stock | 176 | 0 | 352 | 0 |
Net loss attributable to common stockholders | ($13,960) | ($43,079) | ($51,470) | ($74,976) |
Net loss per common share attributable to common stockholders - basic and diluted (in dollars per share) | ($9.32) | ($42.12) | ($42.64) | ($76.68) |
Weighted average common shares outstanding - basic and diluted (in shares) | 1,498,010 | 1,022,873 | 1,207,050 | 977,802 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Stock Options | Restricted Stock | Wetpaint.com Inc. | Dijit | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Treasury Stock | Due from Executive Officer | Accumulated Deficit | Class B Preferred Stock |
In Thousands, unless otherwise specified | Wetpaint.com Inc. | Stock Options | Restricted Stock | Wetpaint.com Inc. | Dijit | Preferred Stock | ||||||||||
Beginning Balance at Jun. 30, 2013 | ($37,378) | ' | ' | ' | ' | $1 | ' | $186,567 | ' | ' | ' | ' | $0 | ($3,561) | ($220,385) | $0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -51,822 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -51,822 | ' |
Compensation charge for warrants issued in connection with borrowings on line of credit | 3,810 | ' | ' | ' | ' | ' | ' | 3,810 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock in exchange for $20M 8% Note and common shares | -363 | ' | ' | ' | ' | ' | ' | 2,580 | ' | ' | ' | ' | -5,736 | ' | ' | 2,793 |
Issuance of preferred stock in exchange for common shares and warrants | -14,544 | ' | ' | ' | ' | ' | ' | -13,843 | ' | ' | ' | ' | -1,905 | ' | ' | 1,204 |
Rescission of common shares in exchange for warrants | 0 | ' | ' | ' | ' | ' | ' | 3,450 | ' | ' | ' | ' | -3,450 | ' | ' | ' |
Compensation charge in connection with issuance of preferred stock in exchange for $20M 8% Note, common shares and warrants | 6,259 | ' | ' | ' | ' | ' | ' | 6,259 | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of embedded derivative within convertible debt | 3,854 | ' | ' | ' | ' | ' | ' | 3,854 | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of a portion of common stock warrant liability | 92 | ' | ' | ' | ' | ' | ' | 92 | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for acquisition | ' | ' | ' | 31,554 | 2,809 | ' | 1 | ' | ' | ' | 31,553 | 2,809 | ' | ' | ' | ' |
Purchase of common shares from former officer | -195 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -195 | ' | ' | ' |
Interest income on note receivable from Executive Officer | -85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -85 | ' | ' |
Payment of note receivable from Executive Officer | 3,646 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,646 | ' | ' |
Interest income on note receivable from shareholders | -1 | ' | ' | ' | ' | ' | ' | -1 | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A Convertible Redeemable Preferred Stock | 352 | ' | ' | ' | ' | ' | ' | 352 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | 5,427 | 14,346 | ' | ' | ' | ' | ' | 5,427 | 14,346 | ' | ' | ' | ' | ' | ' |
Ending Balance at Mar. 31, 2014 | ($32,239) | ' | ' | ' | ' | $2 | ' | $247,255 | ' | ' | ' | ' | ($11,286) | $0 | ($272,207) | $3,997 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (Sillerman Investment Company, LLC, $20,000 Line of Credit Note, USD $) | Mar. 31, 2014 |
Sillerman Investment Company, LLC | $20,000 Line of Credit Note | ' |
Debt issue amount | $20,000,000 |
Interest rate | 8.00% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net loss | ($51,822) | ($74,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Restricted stock - share based compensation | 14,346 | 13,325 |
Employee stock options - share based compensation | 5,427 | 10,250 |
Compensation charge related to fair value of convertible debt embedded derivative | 0 | 6,662 |
Shares issued for services | 0 | 70 |
Shares issued for services | 0 | 18,040 |
Stock compensation expense in connection with line of credit borrowing | 3,810 | 0 |
Compensation charge in connection with issuance of preferred stock in exchange for $20M 8% Note, common shares and warrants | 6,259 | 0 |
Interest expense related to November 25, 2013 PIPE Exchange | 1,231 | 0 |
Decrease in fair value of convertible debt embedded derivative | -16 | -501 |
Decrease in fair value of common stock warrants | -346 | -3,983 |
Depreciation and amortization | 4,043 | 2,840 |
Increase in fair value of Loyalize guarantee | 0 | 503 |
Interest income on notes receivable from shareholders and officer | -86 | -103 |
Interest expense added to convertible note | 0 | 782 |
Provision for doubtful accounts | 0 | 75 |
Income from deferred revenue contracts acquired with Loyalize acquisition | 0 | -194 |
Other | 0 | -17 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -488 | -815 |
Other receivables | -49 | 959 |
Prepaid expenses | -1,169 | -245 |
Other assets | -103 | ' |
Deferred revenue | 4,852 | -344 |
Accounts payable and accrued expenses | -3,501 | 1,269 |
Reward points liability | -2,656 | 3,455 |
Other liabilities | 49 | 103 |
Net cash used in operating activities | -20,219 | -22,845 |
Investing activities: | ' | ' |
Acquisition of Wetpaint, net of cash acquired | -647 | 0 |
Purchase of Property and Equipment | -178 | -537 |
Capitalized software costs | -821 | -69 |
Net cash used in investing activities | -1,646 | -606 |
Financing activities: | ' | ' |
Proceeds from loans, net | 23,500 | 5,000 |
Purchase of common shares from former officer | -195 | 0 |
Loan from Executive Officer | 0 | 17,500 |
Repayment of Recapitalization Note from Executive Officer | 3,646 | 0 |
Term loan agreement security interest | -5,000 | 0 |
Notes receivable shareholders | 0 | 77 |
Net cash provided by financing activities | 21,951 | 22,577 |
Cash at Beginning of Period | 86 | -874 |
Cash at End of Period | 1,359 | 2,963 |
Cash at End of Period | 1,445 | 2,089 |
Supplemental cash flow information: | ' | ' |
Cash paid during the period for interest | 426 | 0 |
Non-cash investing activities: | ' | ' |
Common stock and restricted stock units issued for acquisition | 31,554 | 1,465 |
Contingent consideration related to Wetpaint acquisition | 6,100 | 0 |
Contingent consideration related to Dijit acquisition | 526 | 0 |
Liability for remaining cash consideration related to Wetpaint acquisition | 3,367 | 0 |
Exchange of Original $20 million Line of Credit Note for preferred stock | 20,000 | 0 |
Waiver of interest on Original $20 million Line of Credit Note | 1,748 | 0 |
Stock issued in satisfaction of Loyalize guarantee | 3,854 | 0 |
Extinguishment of a portion of common stock warrant liability | $92 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) ($20,000 Line of Credit Note, Sillerman Investment Company, LLC, USD $) | Mar. 31, 2014 |
$20,000 Line of Credit Note | Sillerman Investment Company, LLC | ' |
Debt issue amount | $20,000,000 |
Interest rate | 8.00% |
Basis_of_Presentation_and_Cons
Basis of Presentation and Consolidation | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Consolidation | ' |
Basis of Presentation and Consolidation | |
On May 31, 2012, the Company changed its name from Function(x) Inc. to Viggle Inc. The Company now conducts business under the name Viggle Inc. | |
The consolidated financial statements include the accounts of Viggle Inc., and its wholly-owned subsidiaries. The Company has 8 wholly-owned subsidiaries, Function(x) Inc., Project Oda, Inc., Sports Hero Inc., Loyalize Inc., Viggle Media Inc., VX Acquisition Corp., Viggle Merger Sub II Inc. and Wetpaint.com, Inc., each a Delaware corporation. All intercompany transactions and balances have been eliminated. | |
On March 19, 2014, the Company effectuated a 1-for-80 reverse stock split (the “1-for-80 Reverse Split”). Under the terms of the 1-for-80 Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and changed into one-eightieth of one share of common stock, without any action by the stockholder. Fractional shares were cashed out. All share and per share amounts have been restated to reflect the 1-for-80 Reverse Split. | |
Going Concern | |
These 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 or that development of the business will be successful. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Line_of_Business_and_Recent_Ac
Line of Business and Recent Acquistion | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Line of Business and Recent Acquisition | ' | |||||||
Line of Business and Recent Acquisitions | ||||||||
The Company's Line of Business | ||||||||
Viggle is a mobile and web-based entertainment marketing platform that uses incentives to make content consumption and discovery more rewarding for media companies, brands and consumers. Viggle helps guide consumers towards various forms of media consumption with television enhancement, music discovery, entertainment content publishing and distributed viewing reminders. Viggle helps consumers decide what to watch and when, broadens the viewing experience with real time games and additional content, and rewards viewers for being loyal to their favorite shows throughout a season, allowing them to earn points. For brands, Viggle provides advertising clients with targeted interactive ads to amplify their TV messaging to verified audiences. For media companies, Viggle delivers promotional benefits by driving viewers to specific shows, engaging them in a richer content experience, and increasing awareness of promoted shows through web, mobile and social channels. | ||||||||
The Company's content website, wetpaint.com, extends its promotional capabilities by reaching potential viewers before a TV show is broadcast and by allowing viewers to continue the conversation with additional show coverage after the broadcast date. The Company also has technology that helps consumers search for media and set reminders to watch their favorite TV shows and movies wherever they are offered. In addition, the Company recently launched its music service, which allows consumers to check in to songs on Viggle and also earn points. As a media company, Viggle seeks to attract a significant and growing audience in order to sell advertising. The Company believes that making entertainment more rewarding and engaging for consumers will drive them to use Viggle. | ||||||||
U.S. consumers can become Viggle users through a free app that works on multiple types of mobile phones and tablets and is distributed through the Apple App Store and the Google Play Store. After a consumer downloads the app, he or she must create an account. Viggle then allows consumers to play along with TV shows, share comments through social media, answer trivia questions or polls, chat with friends, play games, or discover more about the show, all while watching TV. Users can also use the application to discover new music. The app can listen to a song and identify it and allow users to build playlists and purchase the music. All of this activity earns users points they can redeem for real rewards. | ||||||||
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 150 new articles, videos and galleries each day. The Company generates revenues through Wetpaint by displaying advertisements to Wetpaint users as they view Wetpaint's content. | ||||||||
The Viggle user experience is simple. While watching TV or listening to music, a user taps the “check in” button, which activates the device’s microphone. Viggle collects an audio sample of the content the user can hear and uses technology to convert that sample into a digital fingerprint. Within seconds, that digital fingerprint is matched against a database of reference fingerprints that are collected from at least 190 English and Spanish television channels within the United States and over 20 million songs. | ||||||||
The Company has purchased and will continue to source rewards from vendors that it will issue to users upon the redemption of their points. The Company has only generated minimal revenue to date, and there is no guarantee that it will be able to generate sufficient revenue in the future to continue to purchase rewards from vendors or continue its business. | ||||||||
Acquisition of Dijit | ||||||||
On January 29, 2014, the Company acquired Dijit Media, a San Francisco based maker of award-winning technology that helps consumers search for, find, and set reminders for their favorite TV shows and movies wherever and whenever they are offered. The operations of this acquisition are not material, and thus, pro forma disclosures are not presented. | ||||||||
Acquisition of Wetpaint | ||||||||
On December 16, 2013, the Company and Viggle Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Viggle (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wetpaint.com, Inc., a Delaware corporation (“Wetpaint”), certain stockholders of Wetpaint and Shareholder Representative Services LLC, a Colorado limited liability company (solely in its capacity as the Stockholders’ Agent). The acquisition agreement and the transactions contemplated thereby were approved by the Company's Board of Directors, the board of directors of each of Merger Sub and Wetpaint, and a majority of the holders of Wetpaint common stock and Wetpaint preferred stock. On December 16, 2013, Merger Sub merged with and into Wetpaint, with Wetpaint continuing as the surviving corporation and the Company's wholly-owned subsidiary. The Acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the Code. | ||||||||
Wetpaint is a Seattle, Washington-based Internet company, founded in 2005, that publishes the website Wetpaint.com, focused on entertainment news, and develops a proprietary technology platform, the Social Distribution System, that is used to provide analytics for its own website as well as other online publishers. | ||||||||
. | ||||||||
In connection with the Acquisition, all outstanding shares of Wetpaint Capital Stock were converted into the right to receive an aggregate amount of cash and shares of Viggle common stock (the “Stock Consideration”) payable as described below. At the completion of the Acquisition, (i) $1,634 in cash (subject to certain adjustments for payment of certain transaction expenses by Viggle and bonus and premium payments to certain Wetpaint employees and stockholders), $22,923 in shares of Viggle common stock (subject to certain adjustments as described below) and $3,860 in restricted stock units were delivered to the holders of Wetpaint Capital Stock in accordance with the allocation set forth in the Merger Agreement, and (ii) $4,771 in shares of Viggle common stock (the “Escrow Shares”) were delivered to an escrow agent to satisfy potential indemnification claims. There are no known indemnification claims, and the escrow was established to cover claims in the event that any indemnification claims arise or are discovered. The shares will be held in escrow for a period of twelve months after closing to satisfy any indemnification claims that might arise during that twelve month period, and if no claims arise, these shares will be distributed to the former shareholders of Wetpaint. In addition, in February of 2014, Viggle paid an aggregate amount of approximately $3,367 in cash (subject to certain adjustments for changes in Wetpaint’s net working capital, payment of certain transaction expenses by Viggle and bonus and premium payments to certain Wetpaint employees and stockholders) to the holders of Wetpaint capital stock in accordance with the allocation set forth in the acquisition agreement. The values of shares of Viggle common stock and restricted stock units noted above were based on the average closing market price of the Company's common stock during the 10 days prior to completion of the Acquisition, in accordance with the Acquisition Agreement. | ||||||||
Pursuant to the terms of the Acquisition Agreement, if the Company completes a recapitalization on or before December 31, 2015, the stock consideration paid in the Acquisition shall be adjusted such that (i) if upon giving effect to the Recapitalization, the shares constituting such stock consideration collectively represent less than 13.17% of the total outstanding shares of the Company's common stock on a fully-diluted basis (subject to certain adjustments set forth in the merger agreement), the Company will issue to its stockholders that are former stockholders of Wetpaint (the “Wetpaint/Viggle Holders”) the additional number of shares of the Company's common stock as is necessary such that the shares constituting the stock consideration, as so adjusted, represent 13.17% of the total outstanding shares of the Company's common stock on a fully-diluted basis (subject to certain adjustments set forth in the merger agreement) as of such time, and (ii) if upon giving effect to the Recapitalization, the shares constituting the stock consideration collectively represent greater than 17.55% of the total outstanding shares of the Company's common stock on a fully-diluted basis (subject to certain adjustments set forth in the merger agreement), then the Company will cancel such number of shares of our common stock constituting the stock consideration as is necessary such that the stock consideration, as so adjusted, collectively represent 17.55% of the total outstanding shares of the Company's common stock on a fully-diluted basis (subject to certain adjustments set forth in the merger agreement) as of such time. The Company determined a fair value of $6,100 for this contingent consideration and have added such amount to the total acquisition price. At December 31, 2013 and March 31, 2014, the fair value was $5,400 and $5,000, respectively. This amount is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. The change in fair value of $400 and $1,100 has been included in other income, net for the three and nine months ended March 31, 2014, respectively in the accompanying consolidated statements of operations. | ||||||||
The 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 Wetpaint have been measured based on various preliminary 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. The Company has performed a preliminary 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. The Company has not completed the analysis of certain acquired assets and assumed liabilities, including, but not limited to, other identifiable intangible assets such as customer contracts and technology. However, the Company is continuing its review of these items during the measurement period, and further changes to the preliminary allocation will be recognized as the valuations are finalized. | ||||||||
A summary of the fair value of consideration transferred for the Acquisition and the estimated fair value of the assets and liabilities at the date of acquisition is as follows (amounts in thousands): | ||||||||
Consideration transferred: | ||||||||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | $ | 31,554 | ||||||
Payable to sellers | 1,619 | |||||||
Contingent consideration (a) | 6,100 | |||||||
Total consideration transferred | 39,273 | |||||||
Preliminary allocation: | ||||||||
Goodwill | 24,836 | |||||||
Intangible assets | 17,984 | |||||||
Other assets | 1,723 | |||||||
Total liabilities, including acquired accrued expenses | (5,270 | ) | ||||||
$ | 39,273 | |||||||
(a) As noted above, the contingent consideration is the estimated fair value of additional stock consideration if the Company completes a recapitalization prior to December 15, 2015. The Company cannot estimate a range of potential adjustment to the fair value of contingent consideration as such amount will be based on the market price of the Company's stock at the time of the Recapitalization. However, if the Company's stock price were to change by 10%, the value of the contingent consideration would change by approximately $600. | ||||||||
The results of operations of Wetpaint were combined with the Company's consolidated results from the date of acquisition of December 16, 2013. The amortization period period of intangible assets acquired is approximately 7 years. The goodwill recorded in connection with this acquisition reflects the strategic fit and revenue and earnings growth potential of this business. Goodwill related to the acquisition is expected to be non-deductible for income tax purposes. | ||||||||
The following unaudited pro forma condensed consolidated financial results of operations for the nine months ended March 31, 2014 and 2013 are presented as if the acquisition had been completed at the beginning of fiscal year 2013: | ||||||||
Nine Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 15,604 | $ | 13,966 | ||||
Operating loss | (51,647 | ) | (81,954 | ) | ||||
Net loss | (52,877 | ) | (78,794 | ) | ||||
Net loss per common share - basic and diluted | $ | (34.32 | ) | $ | (51.88 | ) | ||
These pro forma condensed consolidated financial results have been prepared for comparative purposes only. No adjustment has been made to reflect the impact of of synergies and integration costs that would result from integration of this acquisition. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014. | |
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 Term Loan Agreement. | |
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. The Company's allowance for doubtful accounts as of March 31, 2014 was $103. | |
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 three and nine months ended March 31, 2014 were not significant. | |
Fair Value of Financial Instruments | |
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar loans, are the same as those that were recently issued to the Company. | |
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. | |
Goodwill and Certain Other Long-Lived Assets | |
As required by 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. The Company has one reporting unit. 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. | |
There were no impairments of goodwill during the year ended June 30, 2013 as the fair value of the reporting unit exceeded its carrying amount. | |
The Company accounts for the impairment of long-lived assets other than goodwill in accordance with ASC 360, “Property, Plant, and Equipment”, 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. | |
There were no impairments of long-lived assets during the three and nine months ended March 31, 2014. | |
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 $3,940 and $3,119 as of March 31, 2014 and June 30, 2013, respectively, in accordance with ASC 350-40 "Internal-use Software". At the time software is placed into service, the Company records amortization on a straight-line basis over the estimated useful life of the software. | |
Deferred Rent | |
The Company is party to a lease for office space for its corporate office, and as part the agreement the landlord provided a rent abatement for the first 10 months of the lease. Such abatement has 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 display and video advertising, which is typically sold on a cost-per-thousand impressions, or CPM basis, and completed engagements on a cost per engagement, or CPE basis. Advertising campaigns typically range from 1 to 12 months, and advertisers generally pay the Company based on a minimum of delivered impressions or the satisfaction of other criteria, such as click-throughs. | |
Deferred Revenue: deferred revenue consists principally of both prepaid but unrecognized revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. 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 EITF 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 three and nine months ended March 31, 2014 of $592 and $2,625, respectively. The Company recognized barter revenue and barter expense for the three and nine months ended March 31, 2013 of $1,034 and $1,631, respectively. | |
License Revenue: in addition to generating revenue from display and video advertising, from time to time the Company may also generate revenue from licensing its proprietary audio recognition software and related loyalty platform. Generally, revenue from such agreements is recognized ratably over the term of the agreement. | |
Watchpoints and Engagement Points | |
The Company issues points to its users as an incentive to utilize the App and its features. Users can redeem these points for rewards. The Company records the cost of these points based on the weighted average cost of redemptions during the period. Points earned but not redeemed are classified as a liability. | |
Users earn points for various activities within the Company's App. The Company reports points earned for checking into shows and points earned for engaging in advertiser sponsored content as a separate line in its Statements of Operations ("Cost of watchpoints and engagement points"). All other points earned by users are reflected as a marketing expense in selling, general and administrative expense. | |
During the three months ended March 31, 2014, the Company recorded an adjustment reducing its point liability by approximately $2,304 related to the Company's estimate of "breakage". Breakage relates to the amount of points the Company estimates will never be redeemed by users. During the three months ended March 31, 2014, the Company determined that it had sufficient history and experience in order to properly estimate breakage. During the three months ended December 31, 2013, the Company recorded an adjustment reducing its point liability by approximately $2,400 related to a change in estimate of the average cost per point earned for users of the Viggle App. | |
Stock-Based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. 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 three and nine months ended March 31, 2014 was $1,620 and $5,465, respectively. Marketing expense for the three and nine months ended March 31, 2013 was $3,343 and $6,523, respectively. | |
Income Taxes | |
The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. 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. We assess our income tax positions and record tax benefits for all years subject to examination based upon our 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, our 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. | |
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 July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU No 2013-11"). ASU No. 2013-11 requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The guidance is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company does not expect that adoption of this guidance will have a material impact on the Company’s consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||
Mar. 31, 2014 | |||
Property, Plant and Equipment [Abstract] | ' | ||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and Equipment consists of the following: | |||
March 31, 2014 | June 30, 2013 | ||
Leasehold Improvements | $2,261 | $2,254 | |
Furniture and Fixtures | 574 | 550 | |
Computer Equipment | 867 | 738 | |
Software | 176 | 100 | |
Total | 3,878 | 3,642 | |
Accumulated Depreciation and Amortization | -1,297 | -827 | |
Property and Equipment, net | $2,581 | $2,815 | |
Depreciation and amortization charged to selling, general and administrative expenses for the nine months ended March 31, 2014 and 2013 amounted to $470 and $465, respectively. |
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||||||||
March 31, 2014 | June 30, 2013 | |||||||||||||||||||||||||||||||
Amortization | Accumulated | Carrying | Accumulated | Carrying | ||||||||||||||||||||||||||||
Description | Period | Amount | Amortization | Value | Amount | Amortization | Value | |||||||||||||||||||||||||
Wetpaint Intangible Assets | 84 months | $ | 17,984 | $ | (749 | ) | $ | 17,235 | $ | — | $ | — | $ | — | ||||||||||||||||||
Intellectual Property | 36 months | 4,209 | (3,508 | ) | 701 | 4,209 | (2,456 | ) | 1,753 | |||||||||||||||||||||||
Acquired Capitalized Software | 36 months | 2,350 | (1,991 | ) | 359 | 2,350 | (1,110 | ) | 1,240 | |||||||||||||||||||||||
Internally Generated Capitalized Software | 36 months | 3,940 | (2,023 | ) | 1,917 | 3,119 | (1,190 | ) | 1,929 | |||||||||||||||||||||||
Dijit Intellectual Property | 84 months | 1,581 | (38 | ) | 1,543 | — | — | — | ||||||||||||||||||||||||
Other | various | 28 | — | 28 | 80 | (60 | ) | 20 | ||||||||||||||||||||||||
Total | $ | 30,092 | $ | (8,309 | ) | $ | 21,783 | $ | 9,758 | $ | (4,816 | ) | $ | 4,942 | ||||||||||||||||||
See Note 2, Line of Business and Recent Acquisition, for discussion of intangible assets related to the Wetpaint acquisition. | ||||||||||||||||||||||||||||||||
Amortization of intangible assets included in selling, general and administrative expenses for the nine months ended March 31, 2014 and 2013 amounted to $3,573 and $1,083, respectively. Future annual amortization expense expected is as follows: | ||||||||||||||||||||||||||||||||
Years Ending June 30, | ||||||||||||||||||||||||||||||||
2014 | $ | 1,561 | ||||||||||||||||||||||||||||||
2015 | 3,960 | |||||||||||||||||||||||||||||||
2016 | 3,434 | |||||||||||||||||||||||||||||||
2017 | 3,106 | |||||||||||||||||||||||||||||||
2018 | 2,795 | |||||||||||||||||||||||||||||||
Loans_Payable
Loans Payable | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Loans Payable | ' | ||||
Loans Payable | |||||
Outstanding Balances | |||||
Facility Name | Maturity Date | Total Facility Amount | March 31, 2014 | June 30, 2013 | |
Term Loan Agreement ("DB Line") | 12/31/14 | 35,000 | $35,000 | $10,000 | |
Revolving Loan Agreement | 4/30/14 | 2,500 | 2,500 | ||
Loans payable, current portion | $37,500 | $10,000 | |||
New $25,000 Line of Credit | Retired | 25,000 | $— | $4,000 | |
Secured Convertible 8% Notes | Retired | 50,082 | — | 20,782 | |
Long term debt | $— | $24,782 | |||
Debt Restructuring | |||||
On December 13, 2013 and September 16, 2013, the Company, Deutsche Bank Trust Company Americas, SIC and SIC II entered into a series of transactions to restructure certain of the Company's outstanding debt and equity securities. The impact on each loan is described below, where appropriate. | |||||
Term Loan Agreement | |||||
On March 11, 2013, the Company 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. The Company paid a $150 facility fee from the initial draw of $5,000 made at closing, which has been capitalized to prepaid expenses and is being expensed over the term of the agreement. | |||||
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 $35,000, and the maturity date was extended from December 16, 2013 to April 30, 2014. Interest will be due sooner as a result of the receipt of net proceeds by the Company or any of its wholly-owned subsidiaries from one or more debt or equity offerings by the Company or any of its wholly-owned subsidiaries in an amount equal to at least the amount of principal and accrued and unpaid interest outstanding on the DB Line. | |||||
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 Amended and Restated $25,000 Line of Credit, discussed below. 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 restricted cash in the accompanying Consolidated Balance Sheet as of March 31, 2014. | |||||
The DB Line does not contain any financial covenants. | |||||
Repayment of the DB Line is guaranteed by Mr. Sillerman. In consideration for the guarantee Mr. Sillerman's designee, SIC II, which is the lender under the Amended and Restated $25,000 Line of Credit described below, received a warrant for 125,000 shares of common stock of Viggle, which may be exercised at any time within 60 months of the issuance date at $80.00 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 shares 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 recorded compensation expense in the third fiscal quarter of 2013 of $5,559 related to the Guarantee Warrant issued to SIC II, as Mr. Sillerman's designee. | |||||
As of March 31, 2014 and June 30, 2013 the Company had drawn $35,000 and $10,000, respectively, on the DB Line. Interest expense on the DB Line for the three and nine months ended March 31, 2014 was $255 and $560, respectively. | |||||
Amended and Restated $25,000 Line of Credit | |||||
On February 11, 2013, SIC II, an affiliate of Mr. Sillerman provided a line of credit (the “Original $25,000 Line of Credit”) to the Company in the amount of up to $25,000, which, as described above, has since been repaid. In consideration of the Lender's agreement to provide the Original $25,000 Line of Credit, the Company issued to SIC II 62,500 shares of the Company's common stock. On September 16, 2013, pursuant to a Rescission Agreement (the "Rescission Agreement"), the Company and SIC II agreed to rescind the issuance of the 62,500 shares of the Company's common stock. Additionally, on September 16, 2013, the Company issued SIC II warrants to purchase 62,500 shares of the Company's common stock at an exercise price of $55.20 per share. The warrants are exercisable for a period of five years from the date of issuance. The shares of common stock were held in treasury at March 31, 2014. See Note 8, Stockholders' Equity, for further discussion of the accounting impact of this transaction. | |||||
On March 11, 2013, the Company and SIC II entered into an amended and restated line of credit (the “New $25,000 Line of Credit”) to the Company, which modified the Original $25,000 Line of Credit to reduce the interest rate from 14% per annum to 9% per annum and provide, as security for the Company's obligations, a pledge of the Company's (and its subsidiaries') assets pursuant to a security agreement (the “Security Agreement”, more particularly described below). In addition, the Company entered into a subordination agreement (the “Subordination Agreement”, as more particularly described below) by which the repayment and the security for the New $25,000 Line of Credit was subordinated to the repayment of the DB Line. | |||||
As described above, the balance of the New $25,000 Line of Credit was fully repaid on December 13, 2013 and the line was retired at that date. In connection with the draw downs during the three and six months ended December 31, 2013, the Company issued a total of 50 and 88 warrants and recorded compensation expense of $940 and $3,810, respectively. Interest expense on the New $25,000 Line of Credit was $410 during the nine months ended March 31, 2014. In connection with the repayment and retirement of the New $25,000 Line of Credit on December 13, 2013, the Company recorded interest expense related to the November 25, 2013 PIPE Exchange of $1,231. See Note 8, Stockholders' Equity, for further discussion. | |||||
$20,000 Line of Credit Exchange | |||||
The Company and SIC entered into a Line of Credit Grid Promissory Note on June 29, 2012, which was subsequently amended (as amended, the “$20,000 Line of Credit Note”). The $20,000 Line of Credit Note was fully drawn, so that as of March 11, 2013 Company owed SIC $20,782 including outstanding principal and accrued interest. On March 11, 2013, SIC exchanged the $20,000 Line of Credit Note for an 8% Convertible Secured Note (the “8% Note”), in the principal amount of $20,782. The exchange was made pursuant to an exchange agreement (the “Exchange Agreement”), which provided for the issuance of 500 shares of common stock of the Company, par value $0.001 per share (“Common Stock”) for each $100 in principal amount of the Original Note exchanged, so that the Company issued to SIC 103,909 shares of Common Stock. | |||||
On September 16, 2013, in connection with the Rescission Agreement, the Company and SIC agreed to rescind the transactions in the Exchange Agreement. The effect of the transaction was to (a) rescind the issuance of the 103,909 shares originally issued to SIC and (b) rescind the exchange of the 8% Note for the Original $20,000 Line of Credit Note. This had the effect of extinguishing the 8% Note and reinstating the Original $20,000 Line of Credit Note. The Original $20,000 Line of Credit Note had accrued and unpaid interest on September 16, 2013 of $1,748. The shares of common stock were held in treasury at September 30, 2013. | |||||
On September 16, 2013, SIC agreed to waive, pursuant to a Waiver (the “Waiver”), $1,748 of accrued and unpaid interest on the Original $20,000 Line of Credit Note, which interest accrued from June 29, 2012 through and including September 16, 2013. | |||||
Additionally, on September 16, 2013, the Company and SIC entered into an Exchange Agreement (the “Note Exchange Agreement”) pursuant to which the Company issued, in full satisfaction of the Original $20,000 Line of Credit Note, 20,000 shares of Series A Convertible Redeemable Preferred Stock and 15,237 shares of Series B Convertible Preferred Stock. See Note 8, Stockholders Equity, for further description of the Series A and B Convertible Preferred Stock. | |||||
Prior to the execution of the Note Exchange Agreement, the 8% Notes could have, at any time at the option of the holder thereof, been converted into shares of the Company's common stock at a conversion price equal to $100.00 per share, subject to customary adjustments for stock splits, combinations, dividends, or recapitalization. Further, the conversion price was subject to "down round" protection, whereby any dilution above 33% requires the consent of a majority of holders of the 8% Notes, after which the 8% Notes would receive weighted-average share dilution protection. The Company determined that, due to the nature of the "down round" protection, the conversion feature was an embedded derivative in accordance with ASC 815-15-25, Derivatives and Hedging. The embedded derivative was bifurcated from the host contract and recorded at its fair value. The fair value of the embedded derivative was determined utilizing the Binomial Lattice Model in accordance with ASC 820-10, Fair Value Measurements. The fair value of the embedded derivative when issued was $6,662, which was recorded as stock compensation cost and included in selling, general and administrative expense in the Consolidated Statements of Operations due to the fact that the 8% Notes were owned 100% by an executive officer of the Company. The embedded derivative was marked to market at June 30, 2013 and September 16, 2013 to a fair value of $3,870 and $3,854, respectively. The Company recorded a gain of $16 to other income, net in the Consolidated Statements of Operations for the quarter ended September 30, 2013. In connection with the Note Exchange Agreement, the embedded derivative no longer existed after September 16, 2013. | |||||
$2,500 Revolving Line of Credit | |||||
On January 31, 2014, the Company entered into a Revolving Loan Agreement (the “Revolving Line”) with Deutsche Bank, under which Deutsche Bank agreed to loan the Company up to $2,500. In addition, amounts outstanding under the Revolving Line may not exceed 85% of the Company's eligible accounts receivable at any time. The Company may, from time to time, request advances from the Revolving Line in amounts of no less than $500. Interest on the outstanding balance may, at the Company's election, be charged at a rate per annum equal to the LIBOR Rate plus 4.00% or (ii) the Prime Rate plus 1.75%. Interest is payable monthly in arrears. The Company paid a $50 facility fee from the initial draw of $1,000 made at closing. The Revolving Line matures on April 30, 2014. The Company may make prepayments, in whole or in part, under the Revolving Line at any time, as long as all accrued and unpaid interest thereon is paid through the prepayment date. The Revolving Line is secured by a lien on all of the Company's assets. Repayment of the Revolving Line was guaranteed by Mr. Sillerman. The Revolving Line does not contain any financial covenants. Interest expense on the Revolving Line was $16 for the three and nine months ended March 31, 2014. | |||||
Related Approvals | |||||
Because each of the transactions (other than the DB Line) referred to in the foregoing sections entitled "Amended and Restated $25,000 Line of Credit" and "$20,000 Line of Credit Exchange" 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
On August 17, 2012, the Company was served with a patent infringement lawsuit filed on August 13, 2012 by Blue Spike, LLC ("Blue Spike") in the United States District Court for the Eastern District of Texas, Tyler Division (Civil Action No. 6:12-CV-526). The lawsuit claims patent infringement under U.S. Patent numbers 7,346,472, 7,660,700, 7,949,494, and 8,214,715 in connection with the Company's audio recognition technology. Blue Spike has commenced suits against numerous other companies involving the same patent family. | |
The Company denies that it is infringing any valid, enforceable claims of the asserted patents and intends to vigorously defend itself against the lawsuit. The Company filed its answer on October 3, 2012. | |
The Company is subject to litigation and other claims that arise in the ordinary course of business. While the ultimate result of our 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 our control. As such, there can be no assurance that the final outcome will not have a material adverse effect on the Company's financial condition and results of operations. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Mar. 31, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity | ' | |
Stockholders’ Equity | ||
Common Stock | ||
As of March 31, 2014 and June 30, 2013, there were 300,000,000 shares of authorized common stock of which 1,508,641 and 1,139,056 shares of common stock were outstanding, respectively. Except as otherwise provided by Delaware law, the holders of the Company's common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. | ||
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: | ||
• | The shares of Series A Convertible Redeemable Preferred Stock have an initial stated value of $1,000 per share (the "Stated Value"). | |
• | The shares of Series A Convertible Redeemable Preferred Stock are 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 declares a dividend or the distribution of its assets, the holders of Series A Convertible Redeemable Preferred Stock shall be 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 is convertible, at the option of the holders, into shares of Company common stock at a conversion price of $92.00. | |
• | The Company may 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 shall be due on the use of up to 33% of proceeds of a public offering of common shares at a price of $80.00 or more per share. | |
• | The Company is 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 shall be 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 are senior in liquidation preference to the shares of Company common stock. | |
• | The shares of Series A Convertible Redeemable Preferred Stock shall have 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 shall be 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. | |
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: | ||
• | The shares of Series B Convertible Preferred Stock have an initial stated value of $1,000 per share. | |
• | The shares of Series B Convertible Preferred Stock are convertible, at the option of the holders, into shares of Company common stock at a conversion price of $92.00. The shares of Series B Convertible Preferred Stock may 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 $133.60 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 25,000 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 has determined that the aggregate implied value of the Company's capital stock in such transaction is equal to or greater than $125,000. | |
• | The shares of Series B Convertible Preferred Stock are not redeemable by either the Company or the holders thereof. | |
• | The shares of Series B Convertible Preferred Stock are on parity in dividends and liquidation preference with the shares of Company common stock, which shall be payable only if then convertible into common stock. | |
• | The shares of Series B Convertible Preferred Stock shall have 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 shall be necessary for the Company to alter, amend or change any of the terms of the Series B Convertible Preferred Stock. | |
Exchange Agreement | ||
As described in Note 6, Loans Payable, on September 16, 2013, the Company and SIC entered into an Exchange Agreement pursuant to which the Company issued, in full satisfaction of the Original $20,000 Line of Credit Note, 20,000 shares of Series A Convertible Redeemable Preferred Stock and 15,237 shares of Series B Convertible Preferred Stock. | ||
PIPE Exchanges | ||
In August of 2011 and May of 2012, the Company completed certain private placement offerings (the “PIPE Transactions”) in which the Company issued to certain investors (the “PIPE Investors”) shares of the Company's common stock and warrants to purchase shares of common stock. The Company's Board of Directors approved an exchange (the “PIPE Exchange”) by certain PIPE Investors of the common stock and warrants that they received in the PIPE Transactions for Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. | ||
On September 16, 2013, as part of the PIPE Exchange, the Company and SIC entered into an exchange agreement (the “PIPE Exchange Agreement”) pursuant to which SIC agreed to exchange: (a) 32,618 shares of the Company's common stock (the “PIPE Common Shares”), (b) warrants to purchase 25,800 shares of the Company's common stock at an exercise price of $640 (the “August PIPE Warrants”) and (c) warrants to purchase 6,818 shares of the Company's common stock at $100.00 (the “May PIPE Warrants,” and collectively with the August PIPE Warrants, the “PIPE Warrants”) that it had received in the PIPE Transactions for: (i) 13,320 shares of Series A Convertible Redeemable Preferred Stock (the “Exchange Series A Shares”) and (ii) 6,127.2 shares of Series B Convertible Preferred Stock (the “Exchange Series B Shares”). The shares of common stock were held in treasury at March 31, 2014. | ||
As described in Note 6, Loans payable, on November 25, 2013, the Company drew $1,045 under the New $25,000 Line of Credit, and drew an additional $955 from other investors who had committed to fund under the New $25,000 Line of Credit (the "LOC Investors"). | ||
On November 25, 2013, as part of an additional PIPE Exchange, the Company and the LOC Investors entered into exchange agreements pursuant to which the LOC Investors agreed to exchange: (a) a total of 2,388 shares of the Company's Common Stock and (b) warrants to purchase 2,388 shares of the Company's common stock that they had received in the PIPE Transactions for: (i) a total of 955 shares of Series A Convertible Preferred Stock and (ii) a total of 439.3 shares of Series B Convertible Preferred Stock. As a condition of such exchange, the LOC Investors committed to fund a total of $955 under the New $25,000 Line of Credit, and the Company drew on those commitments on November 25, 2013. The debt to the LOC Investors is subordinate to the Company's Term Loan Agreement with Deutsche Bank Trust Company Americas. As part of such draw, the Company also issued to the LOC Investors warrants to purchase 11,938 shares of the Company’s Common Stock at $80.00 per share. These warrants are exercisable for 5 years. The Company recorded debt discount of $1,231, based on the fair values of the common stock, warrants and Convertible Preferred Stock. In connection with the repayment and retirement of the New $25,000 Line of Credit on December 16, 2013, described in Note 6, Loans Payable, the Company wrote off the debt discount as interest expense. | ||
Carrying Value and Compensation Expense | ||
In accordance with ASC 470-50, "Debt - Modifications and Extinguishments", the shares of Series A Convertible Redeemable Preferred Stock and Series B Convertible Preferred Stock have been recorded in the accompanying consolidated balance sheet at their fair values as of the date of the exchange of September 16, 2013. In addition, in connection with the Exchange Agreement, the Company recorded compensation expense of $6,259 during the nine months ended March 31, 2014. The Series A Convertible Redeemable Preferred Stock is classified as mezzanine equity in the accompanying consolidated balance sheets. The difference between the carrying value of the Series A Convertible Redeemable Preferred Stock and its liquidation value is being accreted over the redemption period of 5 years. During the three and nine months ended March 31, 2014, the Company recorded accretion of $176 and $352, respectively, related to the Series A Convertible Redeemable Preferred Stock. | ||
Related Approvals | ||
Because the transaction referred to in the foregoing section entitled "PIPE Exchanges" involved Mr. Sillerman, or an affiliate of his, the transaction was subject to certain rules regarding "affiliate" transactions. As such, it 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. |
ShareBased_Payments
Share-Based Payments | 9 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
Share-Based Payments | ' | ||||||
Share-Based Payments | |||||||
Equity Incentive Plan | |||||||
On March 19, 2014, the Company effectuated a 1-for-80 reverse stock split (the “1-for-80 Reverse Split”). All share and per share amounts have been restated to reflect the 1-for-80 Reverse Split. | |||||||
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 3,750,000 shares of common stock for delivery under the Plan. Pursuant to the Executive Incentive Plan and the employment agreements, between February 15, 2011 and March 31, 2014, 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 acquisition of Wetpaint described in Note 2. | |||||||
Shares | Weighted Average Grant Date Fair Value | ||||||
Nonvested at July 1, 2013 | 23,365 | $ | 2,488.80 | ||||
Granted | — | — | |||||
Vested | (8,188 | ) | 2,272.00 | ||||
Forfeited and canceled | (313 | ) | 1,413.60 | ||||
Nonvested at March 31, 2014 | 14,864 | $ | 2,488.00 | ||||
Compensation expense related to restricted stock was $4,732 and $14,346 for the three and nine months ended March 31, 2014, respectively. Compensation expense related to restricted stock was $4,875 and $13,325 for the three and nine months ended March 31, 2013, respectively. As of March 31, 2014 and June 30, 2013 there was $34,292 and $48,576, respectively, in total unrecognized share-based compensation costs related to restricted stock. | |||||||
Stock Options | |||||||
The following table summarizes the Company's stock option activity for the nine months ended March 31, 2014: | |||||||
Number of Options | Weighted average exercise price | ||||||
Outstanding at June 30, 2013 | 217,872 | $ | 135.2 | ||||
Granted | 13,975 | 52 | |||||
Exercised | — | — | |||||
Forfeited and canceled | (31,020 | ) | 96.8 | ||||
Outstanding at March 31, 2014 | 200,827 | 136 | |||||
Exercisable at March 31, 2014 | 95,569 | $ | 154.4 | ||||
The Company is accounting for these options at fair market value of the options on the date of grant, with the value being recognized over the requisite service period. The fair value of each option award is estimated using a Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of comparable companies' stock. The risk-free interest rate is based on U.S. Treasury issues 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 the options granted during the nine months ended March 31, 2014 and 2013 were estimated based on the following weighted average assumptions: | |||||||
Nine Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Expected volatility | 80 | % | 80 | % | |||
Risk-free interest rate | 1.7 | % | 0.92 | % | |||
Expected dividend yield | — | — | |||||
Expected life (in years) | 6.03 | 6.46 | |||||
Estimated fair value per option granted | $ | 38.4 | $ | 76 | |||
Compensation expense related to stock options of $1,676 and $5,427 is included in the accompanying Consolidated Statements of Operations in selling, general and administrative expenses for the three and nine months ended March 31, 2014, respectively. Compensation expense related to stock options of $2,015 and $10,250 is included in the accompanying Consolidated Statements of Operations in selling, general and administrative expenses for the three and nine months ended March 31, 2013, respectively. As of March 31, 2014, there was approximately $7,449 of total unrecognized stock-based compensation cost which will generally be recognized over a four year period. |
Income_Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three and nine months ended March 31, 2014, the Company recorded an income tax provision of $22 and $68, respectively to reflect tax amortization of the Company's goodwill. For the three and nine months ended March 31, 2013, the Company recorded an income tax provision of $23 and $67, respectively. At March 31, 2014, the Company had a Net Operating Loss carryforward of $60,901, which will begin to expire in 2030. The Company has established a full valuation allowance against its deferred tax assets as of March 31, 2014 and June 30, 2013. | |
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. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
Recapitalization Note | |
In Fiscal 2011, Mr. Sillerman (and his spouse and entities controlled by him), executed promissory notes in accordance with his subscription agreement for the payment of the purchase price of certain shares of common stock, in the amounts of $3,242. The note was an unsecured five-year note with interest accruing at the annual rate equal to the long-term Applicable Federal Rate in effect as of the date of the Recapitalization Agreement (which was 4.15% per annum). Interest income recorded on this note for the three and nine months ended March 31, 2014 was $17 and $85, respectively. Interest income recorded on this note for the three and nine months ended March 31, 2013 was $35 and $105, respectively. The Recapitalization Note was repaid by Mr. Sillerman on February 16, 2014. | |
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 of providing legal services, 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 three and nine months ended March 31, 2014, the Company billed Circle $7 and $67, respectively. For the three and nine months ended March 31, 2013, the Company billed Circle $49 and $207, 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 March 31, 2014 and June 30, 2013 was $79 and $23, respectively. | |
The Company also entered into a shared services agreement with SFX, a company affiliated with Mr. Sillerman, pursuant to which it shares costs for legal and administrative services in support of Mr. Nelson and several other of the Company's employees. The shared services agreement provides, in general, for sharing generally based on the services provided by Mr. Nelson and such other employees. Mr. Nelson and such other employees will continue to be paid by the Company, and SFX will either reimburse Circle (which will reimburse the Company, if applicable) or reimburse the Company 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. Because this transaction is 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 have approved this shared services agreement. For the three and nine months ended March 31, 2014, the Company billed SFX $180 and $465, respectively. For the three and nine months ended March 31, 2013, the Company billed SFX $68 and $90, respectively. The balance due from SFX as of March 31, 2014 and June 30, 2013 was $197 and $47, respectively. | |
Certain Company accounting personnel may provide personal accounting services to Mr. Sillerman. To the extent that such services are rendered, Mr. Sillerman shall reimburse the Company therefor. The reimbursement for any such services shall be reviewed by the Company's Audit Committee. For the three and nine months ended March 31, 2014, the Company billed Mr. Sillerman $0 and $8, respectively. For the three and nine months ended March 31, 2013, the Company billed Mr. Sillerman $66 and $209, respectively. The balance due from Mr. Sillerman as of March 31, 2014 and June 30, 2013 was $7 and $0, respectively. | |
Lines of Credit | |
See Note 6, Loans Payable, for a description of certain loans which have been provided by related parties. |
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | |||
Mar. 31, 2014 | ||||
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 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 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 21,364 warrants in connection with the May 10, 2012 PIPE. Each warrant has a sale price of $440.00 and is exercisable into 1 share of common stock at a price of $640.00 over a term of 3 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 price equal to the price of the newly issued shares (the "Warrants"). In connection with the PIPE Exchanges described in Note 8, Stockholders' Equity, the exercise price of the Warrants was reset to $92.00 on September 16, 2013. The fair value of the warrants has been determined utilizing the Binomial Lattice Model in accordance with ASC 820-10, Fair Value Measurements. The fair value of the warrants when issued was $5,281 and was $443 as of June 30, 2013. As described in Note 6, Loans Payable, 6,818 warrants were exchanged on September 16, 2013. The remaining 14,545 warrants were marked to market as of March 31, 2014 to a fair value of $96. The Company recorded a gain of $346 and $3,983 to other income, net in the accompanying Consolidated Statements of Operations for the nine months ended March 31, 2014 and 2013, respectively. The Company's warrants were classified as Level 3 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 issued $20,782 of 8% secured convertible notes (“8% Notes”), which were due to mature on March 11, 2016. The 8% Notes allowed for, at any time at the option of the holder thereof, conversion into shares of the Company's common stock at a conversion price equal to $100.00 per share, subject to customary adjustments for stock splits, combinations, dividends, or recapitalization. Further, the conversion price was subject to "down round" protection, whereby any dilution above 33% required the consent of a majority of holders of the 8% Notes, after which the 8% Notes would receive weighted-average share dilution protection. The Company previously determined that, due to the nature of the "down round" protection, the conversion feature was an embedded derivative in accordance with ASC 815-15-25, Derivatives and Hedging. The embedded derivative was bifurcated from the host contract and recorded at its fair value utilizing the Binomial Lattice Model in accordance with ASC 820-10, Fair Value Measurements. The embedded derivative was classified as Level 3 within the fair value hierarchy because it was valued using unobservable inputs and management's judgment due to the absence of quoted market prices and inherent lack of liquidity. The fair value of the embedded derivative when issued was $6,662, which was recorded as stock compensation cost due to the fact that the 8% Notes were owned 100% by an executive officer of the Company. The fair value of the embedded derivative at June 30, 2013 and September 16, 2013 was $3,870 and $3,854, respectively. The Company recorded a gain of $16 to other income, net in the Consolidated Statements of Operations for the quarter ended September 30, 2013. In connection with the Note Exchange Agreement described in Note 6, Loans Payable, the embedded derivative no longer existed after September 16, 2013. | ||||
As discussed in Note 2, Line of Business and Recent Acquisitions, the Company estimated the fair value of contingent consideration for the acquisition of Wetpaint at $6,100. In addition, the Company estimated the fair value of contingent consideration for the acquisition of Dijit at $526. As of March 31, 2014, the fair value of total contingent consideration for acquisitions was estimated to be $5,464. The Company recorded a gain of $1,162 to other income, net in the accompanying Consolidated Statements of Operations for the nine months ended March 31, 2014. The fair value of the contingent consideration was classified as Level 3 within the fair value hierarchy because it was valued using unobservable inputs and management's judgment. | ||||
The following table presents a reconciliation of items measured at fair value on a recurring basis using unobservable inputs (level 3): | ||||
(in thousands) | ||||
Balance at June 30, 2013 | $ | 4,313 | ||
Additions to Level 3 | 6,626 | |||
Unrealized gains for the period included in other income, net | (1,433 | ) | ||
Extinguishments | (3,946 | ) | ||
Balance at March 31, 2014 | $ | 5,560 | ||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On April 30, 2014, the Company closed an underwritten public offering of 4,375,000 shares of its common stock at a price of $8.00 per share, resulting in approximately $32,100 of net proceeds. The offering was made pursuant to a registration statement previously filed with the Securities and Exchange Commission which became effective on April 24, 2014. | |
As previously disclosed in its Current Report on Form 8-K filed on March 24, 2014, the Company entered into Exchange Agreements with each of the holders of its Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred Stock (“Series B Preferred Stock”), pursuant to which each of the holders agreed to exchange their shares of Series A Preferred Stock and Series B Preferred Stock on the terms described in the Exchange Agreements (the “Exchange”). Consummation of the Exchange was contingent upon the completion of the closing of a public offering of the Company’s equity securities pursuant to a registration statement on Form S-1 through which the Company raised at least $20,000 in net cash proceeds. Immediately prior to the completion of the Exchange, the holders of the Series A Preferred Stock and Series B Preferred Stock, including affiliates of Mr. Sillerman, held 34,275 shares of Series A Preferred Stock and 21,804.2 shares Series B Preferred Stock. On April 30, 2014, those shares were exchanged for a total of 7,151,284 shares of the Company’s common stock. | |
As previously disclosed in the Company’s Current Report on Form 8-K filed on December 16, 2013, the Company and Viggle Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wetpaint.com, Inc., a Delaware corporation (“Wetpaint”), certain stockholders of Wetpaint (solely with respect to Articles 1, 5 and 6 and Subsection 11.1 of the Merger Agreement) and Shareholder Representative Services LLC, a Colorado limited liability company (solely in its capacity as the Stockholders’ Agent). The Merger Agreement required that upon the completion of the Exchange, the amount of the Company’s common stock issued as consideration in the transaction (the “Stock Consideration”) would be adjusted such that, after giving effect to the Exchange, the shares constituting the Stock Consideration collectively would represent 13.17% of the total outstanding shares of the Company’s common stock on a fully-diluted basis (subject to certain adjustments set forth in the Merger Agreement) prior to the Public Offering. In addition, on January 29, 2014, the Company entered into an Agreement and Plan of Merger with Dijit Media, Inc. containing similar anti-dilution provisions. Upon completion of the Exchange, the Company issued to the former stockholders of Wetpaint.com, Inc. and Dijit Media, Inc. a total of 748,536 additional shares of the Company’s common stock. | |
On April 30, 2014, the Company fully repaid its $2,500 Revolving Loan with Deutsche Bank as described in Note 6, Loans Payable. In addition, the Company also repaid $10,000 of its Term Loan with Deutsche Bank in accordance with the February Amendment to the DB Line described in Note 6, Loans Payable. | |
In May 2014, the Company launched the initial version of the Viggle Store. The initial version will allow users to redeem points directly for music downloads, either in the Viggle app or on the Internet. Also in May 2014, the Company deployed a private beta of an integration of offering Viggle points to users of Wetpaint who watch proprietary videos on the Wetpaint website. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Cash and Cash Equivalents and Restricted Cash | ' |
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 Term Loan Agreement. | |
Accounts Receivable | ' |
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 | ' |
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 | ' |
Fair Value of Financial Instruments | |
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar loans, are the same as those that were recently issued to the Company. | |
Property and Equipment | ' |
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. | |
Goodwill and Certain Other Long-Lived Assets | ' |
Goodwill and Certain Other Long-Lived Assets | |
As required by 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. The Company has one reporting unit. 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. | |
There were no impairments of goodwill during the year ended June 30, 2013 as the fair value of the reporting unit exceeded its carrying amount. | |
The Company accounts for the impairment of long-lived assets other than goodwill in accordance with ASC 360, “Property, Plant, and Equipment”, 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. | |
There were no impairments of long-lived assets during the three and nine months ended March 31, 2014. | |
Captailzed Software | ' |
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 $3,940 and $3,119 as of March 31, 2014 and June 30, 2013, respectively, in accordance with ASC 350-40 "Internal-use Software". At the time software is placed into service, the Company records amortization on a straight-line basis over the estimated useful life of the software. | |
Deferred Rent | ' |
Deferred Rent | |
The Company is party to a lease for office space for its corporate office, and as part the agreement the landlord provided a rent abatement for the first 10 months of the lease. Such abatement has 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 | ' |
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 display and video advertising, which is typically sold on a cost-per-thousand impressions, or CPM basis, and completed engagements on a cost per engagement, or CPE basis. Advertising campaigns typically range from 1 to 12 months, and advertisers generally pay the Company based on a minimum of delivered impressions or the satisfaction of other criteria, such as click-throughs. | |
Deferred Revenue: deferred revenue consists principally of both prepaid but unrecognized revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. 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 EITF 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 three and nine months ended March 31, 2014 of $592 and $2,625, respectively. The Company recognized barter revenue and barter expense for the three and nine months ended March 31, 2013 of $1,034 and $1,631, respectively. | |
License Revenue: in addition to generating revenue from display and video advertising, from time to time the Company may also generate revenue from licensing its proprietary audio recognition software and related loyalty platform. Generally, revenue from such agreements is recognized ratably over the term of the agreement. | |
Watchpoints and Engagement Points | ' |
Watchpoints and Engagement Points | |
The Company issues points to its users as an incentive to utilize the App and its features. Users can redeem these points for rewards. The Company records the cost of these points based on the weighted average cost of redemptions during the period. Points earned but not redeemed are classified as a liability. | |
Users earn points for various activities within the Company's App. The Company reports points earned for checking into shows and points earned for engaging in advertiser sponsored content as a separate line in its Statements of Operations ("Cost of watchpoints and engagement points"). All other points earned by users are reflected as a marketing expense in selling, general and administrative expense. | |
During the three months ended March 31, 2014, the Company recorded an adjustment reducing its point liability by approximately $2,304 related to the Company's estimate of "breakage". Breakage relates to the amount of points the Company estimates will never be redeemed by users. During the three months ended March 31, 2014, the Company determined that it had sufficient history and experience in order to properly estimate breakage. During the three months ended December 31, 2013, the Company recorded an adjustment reducing its point liability by approximately $2,400 related to a change in estimate of the average cost per point earned for users of the Viggle App. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. 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 | |
Marketing costs are expensed as incurred. | |
Income Taxes | ' |
Income Taxes | |
The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. 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. We assess our income tax positions and record tax benefits for all years subject to examination based upon our 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, our 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. | |
Use of Estimates | ' |
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 | ' |
Recently Issued Accounting Pronouncements | |
In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU No 2013-11"). ASU No. 2013-11 requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The guidance is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company does not expect that adoption of this guidance will have a material impact on the Company’s consolidated financial statements. |
Line_of_Business_and_Recent_Ac1
Line of Business and Recent Acquisition (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Summary of Business Acquistion | ' | |||||||
A summary of the fair value of consideration transferred for the Acquisition and the estimated fair value of the assets and liabilities at the date of acquisition is as follows (amounts in thousands): | ||||||||
Consideration transferred: | ||||||||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | $ | 31,554 | ||||||
Payable to sellers | 1,619 | |||||||
Contingent consideration (a) | 6,100 | |||||||
Total consideration transferred | 39,273 | |||||||
Preliminary allocation: | ||||||||
Goodwill | 24,836 | |||||||
Intangible assets | 17,984 | |||||||
Other assets | 1,723 | |||||||
Total liabilities, including acquired accrued expenses | (5,270 | ) | ||||||
$ | 39,273 | |||||||
(a) As noted above, the contingent consideration is the estimated fair value of additional stock consideration if the Company completes a recapitalization prior to December 15, 2015. The Company cannot estimate a range of potential adjustment to the fair value of contingent consideration as such amount will be based on the market price of the Company's stock at the time of the Recapitalization. However, if the Company's stock price were to change by 10%, the value of the contingent consideration would change by approximately $600. | ||||||||
Summary of Unaudited Proforma Condensed Financial Results | ' | |||||||
The following unaudited pro forma condensed consolidated financial results of operations for the nine months ended March 31, 2014 and 2013 are presented as if the acquisition had been completed at the beginning of fiscal year 2013: | ||||||||
Nine Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 15,604 | $ | 13,966 | ||||
Operating loss | (51,647 | ) | (81,954 | ) | ||||
Net loss | (52,877 | ) | (78,794 | ) | ||||
Net loss per common share - basic and diluted | $ | (34.32 | ) | $ | (51.88 | ) |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||
Mar. 31, 2014 | |||
Property, Plant and Equipment [Abstract] | ' | ||
Schedule of Property and Equipment | ' | ||
Property and Equipment consists of the following: | |||
March 31, 2014 | June 30, 2013 | ||
Leasehold Improvements | $2,261 | $2,254 | |
Furniture and Fixtures | 574 | 550 | |
Computer Equipment | 867 | 738 | |
Software | 176 | 100 | |
Total | 3,878 | 3,642 | |
Accumulated Depreciation and Amortization | -1,297 | -827 | |
Property and Equipment, net | $2,581 | $2,815 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Intangible Assets | ' | |||||||||||||||||||||||||||||||
March 31, 2014 | June 30, 2013 | |||||||||||||||||||||||||||||||
Amortization | Accumulated | Carrying | Accumulated | Carrying | ||||||||||||||||||||||||||||
Description | Period | Amount | Amortization | Value | Amount | Amortization | Value | |||||||||||||||||||||||||
Wetpaint Intangible Assets | 84 months | $ | 17,984 | $ | (749 | ) | $ | 17,235 | $ | — | $ | — | $ | — | ||||||||||||||||||
Intellectual Property | 36 months | 4,209 | (3,508 | ) | 701 | 4,209 | (2,456 | ) | 1,753 | |||||||||||||||||||||||
Acquired Capitalized Software | 36 months | 2,350 | (1,991 | ) | 359 | 2,350 | (1,110 | ) | 1,240 | |||||||||||||||||||||||
Internally Generated Capitalized Software | 36 months | 3,940 | (2,023 | ) | 1,917 | 3,119 | (1,190 | ) | 1,929 | |||||||||||||||||||||||
Dijit Intellectual Property | 84 months | 1,581 | (38 | ) | 1,543 | — | — | — | ||||||||||||||||||||||||
Other | various | 28 | — | 28 | 80 | (60 | ) | 20 | ||||||||||||||||||||||||
Total | $ | 30,092 | $ | (8,309 | ) | $ | 21,783 | $ | 9,758 | $ | (4,816 | ) | $ | 4,942 | ||||||||||||||||||
Future annual amortization expense | ' | |||||||||||||||||||||||||||||||
Future annual amortization expense expected is as follows: | ||||||||||||||||||||||||||||||||
Years Ending June 30, | ||||||||||||||||||||||||||||||||
2014 | $ | 1,561 | ||||||||||||||||||||||||||||||
2015 | 3,960 | |||||||||||||||||||||||||||||||
2016 | 3,434 | |||||||||||||||||||||||||||||||
2017 | 3,106 | |||||||||||||||||||||||||||||||
2018 | 2,795 | |||||||||||||||||||||||||||||||
Loans_Payable_Tables
Loans Payable (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Loans Payable and Long-Term Debt | ' | ||||
Outstanding Balances | |||||
Facility Name | Maturity Date | Total Facility Amount | March 31, 2014 | June 30, 2013 | |
Term Loan Agreement ("DB Line") | 12/31/14 | 35,000 | $35,000 | $10,000 | |
Revolving Loan Agreement | 4/30/14 | 2,500 | 2,500 | ||
Loans payable, current portion | $37,500 | $10,000 | |||
New $25,000 Line of Credit | Retired | 25,000 | $— | $4,000 | |
Secured Convertible 8% Notes | Retired | 50,082 | — | 20,782 | |
Long term debt | $— | $24,782 | |||
ShareBased_Payments_Tables
Share-Based Payments (Tables) | 9 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
Schedule of Restricted Stock | ' | ||||||
Shares | Weighted Average Grant Date Fair Value | ||||||
Nonvested at July 1, 2013 | 23,365 | $ | 2,488.80 | ||||
Granted | — | — | |||||
Vested | (8,188 | ) | 2,272.00 | ||||
Forfeited and canceled | (313 | ) | 1,413.60 | ||||
Nonvested at March 31, 2014 | 14,864 | $ | 2,488.00 | ||||
Schedule of Stock Options | ' | ||||||
The following table summarizes the Company's stock option activity for the nine months ended March 31, 2014: | |||||||
Number of Options | Weighted average exercise price | ||||||
Outstanding at June 30, 2013 | 217,872 | $ | 135.2 | ||||
Granted | 13,975 | 52 | |||||
Exercised | — | — | |||||
Forfeited and canceled | (31,020 | ) | 96.8 | ||||
Outstanding at March 31, 2014 | 200,827 | 136 | |||||
Exercisable at March 31, 2014 | 95,569 | $ | 154.4 | ||||
Schedule weighted average assumptions | ' | ||||||
The fair value of the options granted during the nine months ended March 31, 2014 and 2013 were estimated based on the following weighted average assumptions: | |||||||
Nine Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Expected volatility | 80 | % | 80 | % | |||
Risk-free interest rate | 1.7 | % | 0.92 | % | |||
Expected dividend yield | — | — | |||||
Expected life (in years) | 6.03 | 6.46 | |||||
Estimated fair value per option granted | $ | 38.4 | $ | 76 | |||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Fair Value Disclosures [Abstract] | ' | |||
Reconciliation of items measured at fair value | ' | |||
The following table presents a reconciliation of items measured at fair value on a recurring basis using unobservable inputs (level 3): | ||||
(in thousands) | ||||
Balance at June 30, 2013 | $ | 4,313 | ||
Additions to Level 3 | 6,626 | |||
Unrealized gains for the period included in other income, net | (1,433 | ) | ||
Extinguishments | (3,946 | ) | ||
Balance at March 31, 2014 | $ | 5,560 | ||
Basis_of_Presentation_and_Cons1
Basis of Presentation and Consolidation (Details) | 9 Months Ended | 0 Months Ended |
Mar. 31, 2013 | Mar. 19, 2014 | |
subsidiary | Common Stock | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Number of subsidiaries owned | 8 | ' |
Class of Stock [Line Items] | ' | ' |
Reverse stock split conversion ratio | ' | 0.0125 |
Line_of_Business_and_Recent_Ac2
Line of Business and Recent Acquisition - Narrative (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 16, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ||
Contingent consideration at time of acquisition | ' | ' | $5,464 | $5,464 | ' | ||
Wetpaint.com Inc. | ' | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ||
Cash payments | 1,634 | 3,367 | ' | ' | ' | ||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | ' | ' | ' | 31,554 | ' | ||
Total consideration transferred | ' | ' | ' | 39,273 | ' | ||
Period for average closing price | ' | ' | ' | '10 days | ' | ||
Recapitalization ownership percentage minimum | ' | ' | 13.17% | 13.17% | ' | ||
Recapitalization ownership percentage maximum | ' | ' | 17.55% | 17.55% | ' | ||
Contingent consideration at time of acquisition | 6,100 | ' | 6,100 | [1] | 6,100 | [1] | ' |
Contingent consideration fair value liability | ' | ' | 5,000 | 5,000 | 5,400 | ||
Intangible asset useful life | '7 years | ' | ' | ' | ' | ||
Change in contingent consideration | ' | ' | 400 | 1,100 | ' | ||
Restricted Stock | Wetpaint.com Inc. | ' | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | 3,860 | ' | ' | ' | ' | ||
Escrow Shares | Wetpaint.com Inc. | ' | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | 4,771 | ' | ' | ' | ' | ||
Common Stock | Wetpaint.com Inc. | ' | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ||
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | $22,923 | ' | ' | ' | ' | ||
[1] | As noted above, the contingent consideration is the estimated fair value of additional stock consideration if the Company completes a recapitalization prior to December 15, 2015. The Company cannot estimate a range of potential adjustment to the fair value of contingent consideration as such amount will be based on the market price of the Company's stock at the time of the Recapitalization. However, if the Company's stock price were to change by 10%, the value of the contingent consideration would change by approximately $600. |
Line_of_Business_and_Recent_Ac3
Line of Business and Recent Acquisition - Acquisition (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Dec. 16, 2013 | |
In Thousands, unless otherwise specified | Wetpaint.com Inc. | Wetpaint.com Inc. | |||
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | |
Shares of Viggle common stock and restricted stock units based on closing market price prior to the Acquisition | ' | ' | $31,554 | ' | |
Payable to sellers | ' | ' | 1,619 | ' | |
Contingent consideration (a) | 5,464 | ' | 6,100 | [1] | 6,100 |
Total consideration transferred | ' | ' | 39,273 | ' | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | |
Goodwill | 29,973 | 2,953 | 24,836 | ' | |
Intangible assets | ' | ' | 17,984 | ' | |
Other assets | ' | ' | 1,723 | ' | |
Total liabilities, including acquired accrued expenses | ' | ' | -5,270 | ' | |
Total | ' | ' | 39,273 | ' | |
Contingent consideration, stock price change minimum | 10.00% | ' | ' | ' | |
Contingent consideration arrangements, change If valuations are met | ' | ' | $600 | ' | |
[1] | As noted above, the contingent consideration is the estimated fair value of additional stock consideration if the Company completes a recapitalization prior to December 15, 2015. The Company cannot estimate a range of potential adjustment to the fair value of contingent consideration as such amount will be based on the market price of the Company's stock at the time of the Recapitalization. However, if the Company's stock price were to change by 10%, the value of the contingent consideration would change by approximately $600. |
Line_of_Business_and_Recent_Ac4
Line of Business and Recent Acquisition - Pro Forma (Details) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Revenues | $15,604 | $13,966 |
Operating loss | -51,647 | -81,954 |
Net loss | ($52,877) | ($78,794) |
Net loss per common share - basic and diluted (in dollars per share) | ($34.32) | ($51.88) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | |
Accounts Receivable: | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | $103,000 | ' | ' | $103,000 | ' | ' |
Goodwill and Certain Other Long-Lived Assets | ' | ' | ' | ' | ' | ' |
Goodwill impairment | ' | ' | ' | ' | ' | 0 |
Impairment of long-lived assets | 0 | ' | ' | 0 | ' | ' |
Internal Use Software: | ' | ' | ' | ' | ' | ' |
Capitalized software | 3,940,000 | ' | ' | 3,940,000 | ' | 3,119,000 |
Abatement period | ' | ' | ' | '10 months | ' | ' |
Revenue recognition: | ' | ' | ' | ' | ' | ' |
Barter revenue | 592,000 | ' | 1,034,000 | 2,625,000 | 1,631,000 | ' |
Decrease in average cost per point earned | 2,304,000 | 2,400,000 | ' | ' | ' | ' |
Marketing: | ' | ' | ' | ' | ' | ' |
Marketing expense | $1,620,000 | ' | $3,343,000 | $5,465,000 | $6,523,000 | ' |
Computer Equipment and Software | ' | ' | ' | ' | ' | ' |
Accounts Receivable: | ' | ' | ' | ' | ' | ' |
Property and equipment useful life | ' | ' | ' | '3 years | ' | ' |
Furniture and Fixtures | ' | ' | ' | ' | ' | ' |
Accounts Receivable: | ' | ' | ' | ' | ' | ' |
Property and equipment useful life | ' | ' | ' | '4 years | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' |
Revenue recognition: | ' | ' | ' | ' | ' | ' |
Period of advertising campaign | ' | ' | ' | '1 month | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' |
Revenue recognition: | ' | ' | ' | ' | ' | ' |
Period of advertising campaign | ' | ' | ' | '12 months | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, gross | $3,878 | ' | $3,642 |
Accumulated Depreciation and Amortization | -1,297 | ' | -827 |
Property and Equipment, net | 2,581 | ' | 2,815 |
Depreciation and amortization | 470 | 465 | ' |
Leasehold Improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, gross | 2,261 | ' | 2,254 |
Furniture and Fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, gross | 574 | ' | 550 |
Computer Equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, gross | 867 | ' | 738 |
Software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, gross | $176 | ' | $100 |
Intangible_Assets_By_Amortizat
Intangible Assets (By Amortization Period) (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amount | $30,092 | ' | $9,758 |
Accumulated Amortization | -8,309 | ' | -4,816 |
Carrying Value | 21,783 | ' | 4,942 |
Amortization expense | 3,573 | 1,083 | ' |
Wetpaint Intangible Assets | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization Period | '84 months | ' | ' |
Amount | 17,984 | ' | ' |
Accumulated Amortization | -749 | ' | ' |
Carrying Value | 17,235 | ' | ' |
Intellectual Property | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization Period | '36 months | ' | ' |
Amount | 4,209 | ' | 4,209 |
Accumulated Amortization | -3,508 | ' | -2,456 |
Carrying Value | 701 | ' | 1,753 |
Acquired Capitalized Software | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization Period | '36 months | ' | ' |
Amount | 2,350 | ' | 2,350 |
Accumulated Amortization | -1,991 | ' | -1,110 |
Carrying Value | 359 | ' | 1,240 |
Internally Generated Capitalized Software | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization Period | '36 months | ' | ' |
Amount | 3,940 | ' | 3,119 |
Accumulated Amortization | -2,023 | ' | -1,190 |
Carrying Value | 1,917 | ' | 1,929 |
Dijit Intellectual Property | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization Period | '84 months | ' | ' |
Amount | 1,581 | ' | 0 |
Accumulated Amortization | -38 | ' | 0 |
Carrying Value | 1,543 | ' | 0 |
Other Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amount | 28 | ' | 80 |
Accumulated Amortization | 0 | ' | -60 |
Carrying Value | $28 | ' | $20 |
Intangible_Assets_Future_Amort
Intangible Assets (Future Amortization) (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' |
2014 | $1,561 |
2015 | 3,960 |
2016 | 3,434 |
2017 | 3,106 |
2018 | $2,795 |
Loans_Payable_Details
Loans Payable (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 11, 2014 | Dec. 13, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Mar. 31, 2014 | Dec. 13, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Feb. 11, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 11, 2013 |
Line of Credit | Line of Credit | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Revolving Loan Agreement | Revolving Loan Agreement | New $25,000 Line of Credit | New $25,000 Line of Credit | New $25,000 Line of Credit | Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | |||
Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | |||||
Revolving Credit | Revolving Credit | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issue amount | ' | ' | ' | ' | ' | $35,000,000 | $30,000,000 | ' | $10,000,000 | ' | $2,500,000 | ' | ' | $25,000,000 | ' | ' | $50,082,000 |
Current portion of loan payable | 37,500,000 | 10,000,000 | 37,500,000 | 10,000,000 | 35,000,000 | ' | ' | 10,000,000 | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' |
Loans payable, less current portion | $0 | $24,782,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $4,000,000 | ' | $0 | $20,782,000 | ' |
Loans_Payable_Narrative_Detail
Loans Payable (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||||||||||||
Sep. 16, 2013 | 10-May-12 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 16, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 11, 2014 | Mar. 31, 2014 | Mar. 11, 2014 | Dec. 13, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 13, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 13, 2013 | Nov. 25, 2013 | Mar. 11, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 11, 2013 | Dec. 13, 2013 | Mar. 11, 2013 | Dec. 13, 2013 | Mar. 11, 2013 | Feb. 13, 2014 | Mar. 31, 2014 | Sep. 16, 2013 | Mar. 11, 2013 | Jun. 29, 2012 | Nov. 25, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 24, 2014 | Sep. 16, 2013 | Mar. 11, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Nov. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Revolving Credit | Revolving Credit | Revolving Credit | Revolving Credit | Revolving Credit | Revolving Credit | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Deutsche Bank | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Common Stock | Common Stock | Common Stock | Preferred Class A | Preferred Class B | Warrant | Warrant | Warrant | Warrant | |||||||
Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | March Amendment | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | $20,000 Line of Credit Note | $20,000 Line of Credit Note | $20,000 Line of Credit Note | $20,000 Line of Credit Note | New $25,000 Line of Credit | New $25,000 Line of Credit | New $25,000 Line of Credit | New $25,000 Line of Credit | Original $25,000 Line of Credit | Line of Credit | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Deutsche Bank | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | ||||||||||||
Revolving Loan Agreement | Revolving Loan Agreement | Revolving Loan Agreement | Revolving Loan Agreement | Revolving Loan Agreement | Revolving Loan Agreement | LIBOR | LIBOR | Prime Rate | Prime Rate | February Amendment | $20,000 Line of Credit Note | $20,000 Line of Credit Note | $20,000 Line of Credit Note | Term Loan Agreement (DB Line) | New $25,000 Line of Credit | New $25,000 Line of Credit | ||||||||||||||||||||||||||||||||||||||
LIBOR | Prime Rate | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issue amount | ' | ' | ' | ' | ' | ' | $50,082,000 | ' | ' | ' | ' | ' | ' | $35,000,000 | ' | $35,000,000 | $30,000,000 | ' | $10,000,000 | ' | ' | ' | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, minimum advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, initial draw fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial draw | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 1.75% | ' | ' | ' | ' | ' | ' | 2.50% | 4.00% | 0.25% | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Draw on line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,951,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,045,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, amount outstanding | ' | ' | ' | ' | ' | ' | 20,782,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,951,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | 20,000,000 | ' | 20,000,000 | 20,000,000 | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to November 25, 2013 PIPE Exchange | ' | ' | ' | 1,231,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,049,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment of debt under line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in credit facility from amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash security for prompt and timely payments of all obligations under facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants issued (in warrants) | ' | 21,363.64 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise period | '5 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0 years 60 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise price per share (in dollars per warrant) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense, related to issue of warrants | ' | ' | 5,559,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of loan payable | ' | ' | ' | 37,500,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | 37,500,000 | 10,000,000 | ' | 35,000,000 | ' | ' | 10,000,000 | ' | ' | 2,500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | 16,000 | ' | ' | ' | ' | ' | ' | 255,000 | 560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | ' | ' | ' | 103,908.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 748,536 | 62,500 | 500 | ' | ' | 62,500 | 11,937.50 | 50 | 87.5 |
Share rescinded during period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500 | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per warrant) | 92 | 640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.2 | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | 8.00% | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | 9.00% | 14.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 940,000 | 3,810,000 |
Draw down amount, for warrant issue | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,748,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exchanged in satisfaction of line of credit (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 15,237 | ' | ' | ' | ' |
Conversion dilution percentage, maximum | ' | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on derivative | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative embedded within convertible debt | ' | ' | ' | $0 | ' | $3,870,000 | $6,662,000 | ' | ' | $3,854,000 | $3,870,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount outstanding under the Revolving Line as a percentage of eligible accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||
Nov. 25, 2013 | Sep. 16, 2013 | 10-May-12 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Nov. 25, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Nov. 25, 2013 | Mar. 31, 2014 | Mar. 11, 2013 | Jun. 29, 2012 | Dec. 13, 2013 | Nov. 25, 2013 | Feb. 11, 2013 | Nov. 25, 2013 | Sep. 16, 2013 | Mar. 31, 2014 | Sep. 16, 2013 | Nov. 25, 2013 | Sep. 16, 2013 | Mar. 31, 2014 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 25, 2013 | Nov. 25, 2013 | |
New $25,000 Line of Credit | New $25,000 Line of Credit | New $25,000 Line of Credit | New $25,000 Line of Credit | $20,000 Line of Credit Note | $20,000 Line of Credit Note | $20,000 Line of Credit Note | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Term Loan Agreement (DB Line) | Preferred Class A | Preferred Class A | Preferred Class A | Preferred Class A | Preferred Class B | Preferred Class B | Preferred Class B | Preferred Class B | Upon Change in Control | Year One | Year One | Year Two | Year Two | Year Three | Year Three | After Year Three, Before Forty Two Months | After Year Three, Before Forty Two Months | After Forty Two Months | After Forty Two Months | Maximum | Clause One | Clause Two | Exercise Price One | Exercise Price Two | Warrant | Warrant | Warrant | Warrant | Other Assets | |||||||||
Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | LOC Investors | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Deutsche Bank | Deutsche Bank | Deutsche Bank | $20,000 Line of Credit Note | $20,000 Line of Credit Note | Preferred Class A | Preferred Class A | Upon Change in Control | Preferred Class A | Upon Change in Control | Preferred Class A | Upon Change in Control | Preferred Class A | Upon Change in Control | Preferred Class A | Upon Change in Control | Preferred Class A | Minimum | Preferred Class B | New $25,000 Line of Credit | New $25,000 Line of Credit | Term Loan Agreement (DB Line) | |||||||||||||||||||
Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Preferred Class A | Preferred Class A | Preferred Class A | Preferred Class A | Preferred Class A | Five Days | Sillerman Investment Company, LLC | Sillerman Investment Company, LLC | Deutsche Bank | |||||||||||||||||||||||||||||||||||||
Preferred Class B | |||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | 300,000,000 | ' | 300,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 1,508,641 | ' | 1,508,641 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | 1,508,641 | ' | 1,508,641 | ' | 1,139,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | 50,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | ' | ' | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $92 | ' | ' | ' | $92 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 6.00% | 6.00% | 4.00% | 4.00% | 2.00% | 2.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anniversary period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0 years 42 months | ' | ' | ' | ' | ' | ' | '0 years 42 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of proceeds, which no convertible stock premium is due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $133.60 | ' | ' | ' | ' | ' | ' | ' | ' |
Voting percentage required to create, issue or amend preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum shares of stock trading per day (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of capital stock sold to be considered and fundamental transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting percentage of surviving entity, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital stock aggregate implied value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | 20,000,000 | 20,000,000 | 20,000,000 | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exchanged in satisfaction of line of credit (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | 15,237 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange of stock (in shares) | 2,387.50 | 32,618.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, shares converted (in warrants) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,800 | 6,818.19 | 6,818.19 | ' | ' | ' | ' |
Exercise price of warrants (in dollars per warrant) | ' | 92 | 640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 640 | 100 | ' | ' | ' | ' | ' |
Number of shares exchanged (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 955 | 13,320 | ' | ' | 439.3 | 6,127.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Draw on line of credit | ' | ' | ' | ' | ' | ' | ' | ' | 1,045,000 | ' | ' | 955,000 | ' | ' | ' | 16,951,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500 | 50 | 87.5 | 11,937.50 | ' |
Warrants, exercise price per share (in dollars per warrant) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise period | ' | '5 years | '3 years | ' | ' | ' | ' | ' | ' | '0 years 60 months | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,231,000 |
Compensation charge in connection with issuance of preferred stock in exchange for $20M 8% Note, common shares and warrants | ' | ' | ' | ' | 6,259,000 | 6,259,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock accretion period | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Series A Convertible Redeemable Preferred Stock | ' | ' | ' | ($176,000) | ' | ($352,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Payments_Restricted
Share-Based Payments (Restricted Stock) (Details) (Restricted Stock Units, USD $) | 9 Months Ended |
Mar. 31, 2014 | |
Restricted Stock Units | ' |
Shares | ' |
Nonvested, beginning balance (in shares) | 23,365 |
Granted (in shares) | 0 |
Vested (in shares) | -8,188 |
Forfeited and cancelled (in shares) | -313 |
Nonvested, ending balance (in shares) | 14,864 |
Weighted Average Grant Date Fair Value | ' |
Nonvested, beginning balance (in dollars per shares) | $2,488.80 |
Granted (in dollars per shares) | $0 |
Vested (in dollars per shares) | $2,272 |
Forfeited and cancelled (in dollars per shares) | $1,413.60 |
Nonvested, ending balance (in dollars per shares) | $2,488 |
ShareBased_Payments_Stock_Opti
Share-Based Payments (Stock Options) (Details) (USD $) | 9 Months Ended |
Mar. 31, 2014 | |
Number of Options | ' |
Beginning balance (in shares) | 217,871.60 |
Granted (in shares) | 13,975.04 |
Exercised (in shares) | 0 |
Forfeited and cancelled (in shares) | -31,020.38 |
Ending balance (in shares) | 200,827 |
Exercisable (in shares) | 95,568.57 |
Weighted average exercise price | ' |
Beginning balance (in dollars per shares) | $135.20 |
Granted (in dollars per shares) | $52 |
Exercised (in dollars per shares) | $0 |
Forfeited and cancelled (in dollars per shares) | $96.80 |
Ending balance (in dollars per shares) | $136 |
Exercisable (in dollars per shares) | $154.40 |
ShareBased_Payments_Assumption
Share-Based Payments (Assumptions Used) (Details) (Stock Options, USD $) | 9 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' |
Expected volatility | 80.00% | 80.00% |
Risk-free interest rate | 1.70% | 0.92% |
Expected dividend yield | 0.00% | 0.00% |
Expected life (in years) | '6 years 0 months 12 days | '6 years 5 months 16 days |
Estimated fair value per option granted (in dollars per share) | $38.40 | $76 |
ShareBased_Payments_Narrative_
Share-Based Payments (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 21, 2011 | Mar. 19, 2014 |
Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | 2011 Executive Incentive Plan | Common Stock | |
Minimum | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0125 |
Shares reserved for delivery under plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750,000 | ' |
Total compensation | $4,732 | $4,875 | $14,346 | $13,325 | ' | $1,676 | $2,015 | $5,427 | $10,250 | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' |
Expiration period | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Unrecognized share-based compensation costs | $34,292 | ' | $34,292 | ' | $48,576 | $7,449 | ' | $7,449 | ' | ' | ' | ' | ' |
Period for recognition | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax provision | $22 | $23 | $68 | $67 |
Net Operating Loss carryforward | $60,901 | ' | $60,901 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Executive Chairman, Robert F.X. Sillerman | Executive Chairman, Robert F.X. Sillerman | Executive Chairman, Robert F.X. Sillerman | Executive Chairman, Robert F.X. Sillerman | Executive Chairman, Robert F.X. Sillerman | Executive Chairman, Robert F.X. Sillerman | Circle Entertainment Inc. | Circle Entertainment Inc. | Circle Entertainment Inc. | Circle Entertainment Inc. | Circle Entertainment Inc. | SFX Holding Corporation | SFX Holding Corporation | SFX Holding Corporation | SFX Holding Corporation | SFX Holding Corporation | ||||||
Accounting Services | Accounting Services | Accounting Services | Accounting Services | Accounting Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | Legal and Administrative Services | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes receivable, related parties | ' | ' | ' | ' | ' | $3,242 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes receivable, effective percentage | ' | ' | ' | ' | 4.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party interest income | 17 | 35 | 85 | 105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related parties | ' | ' | ' | ' | ' | ' | 0 | 66 | 8 | 209 | ' | 7 | 49 | 67 | 207 | ' | 180 | 68 | 465 | 90 | ' |
Due from related parties | ' | ' | ' | ' | ' | ' | $7 | ' | $7 | ' | $0 | $79 | ' | $79 | ' | $23 | $197 | ' | $197 | ' | $47 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 0 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 16, 2013 | 10-May-12 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | 10-May-12 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 16, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Sep. 16, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 16, 2013 | Jan. 29, 2014 | ||
Other Income [Member] | Level 3 | Level 3 | Level 3 | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Secured Convertible Notes | Warrant | Warrant | Wetpaint.com Inc. | Wetpaint.com Inc. | Wetpaint.com Inc. | Dijit | ||||||||
Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | Secured Convertible 8% Notes | ||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of warrants issued (in warrants) | ' | 21,364 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Sale price of warrants (in dollars per warrant) | ' | 440 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrant conversion ratio | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Exercise price of warrants (in dollars per warrant) | 92 | 640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrants, exercise period | '5 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Fair value of outstanding warrants | ' | ' | ' | ' | ' | ' | $96 | $443 | $5,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Conversion of stock, shares converted (in warrants) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,818 | ' | ' | ' | ' | ' | ||
Common stock, shares outstanding (in warrants) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,545 | ' | ' | ' | ' | ||
Mark-to-market gain recorded on warrants | ' | ' | 346 | 3,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Line of credit, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,782 | ' | ' | ' | ' | ' | ' | ||
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ||
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Conversion dilution percentage, maximum | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Fair value of derivative embedded within convertible debt | ' | ' | 0 | ' | 3,870 | ' | ' | ' | ' | ' | ' | 3,854 | 3,870 | 6,662 | ' | ' | ' | ' | ' | ' | ||
Gain on derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Contingent consideration at time of acquisition | ' | ' | 5,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100 | [1] | 6,100 | [1] | 6,100 | 526 |
Gain on contingent consideration | ' | ' | ' | ' | ' | $1,162 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($400) | ($1,100) | ' | ' | ||
[1] | As noted above, the contingent consideration is the estimated fair value of additional stock consideration if the Company completes a recapitalization prior to December 15, 2015. The Company cannot estimate a range of potential adjustment to the fair value of contingent consideration as such amount will be based on the market price of the Company's stock at the time of the Recapitalization. However, if the Company's stock price were to change by 10%, the value of the contingent consideration would change by approximately $600. |
Fair_Value_Measurement_Reconci
Fair Value Measurement (Reconciliation of Recurring Unobservable Inputs) (Details) (Investments, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Investments | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | $4,313 |
Additions to Level 3 | 6,626 |
Unrealized gains for the period included in other income, net | -1,433 |
Extinguishments | -3,946 |
Ending balance | $5,560 |
Subsequent_Events_Subs_Details
Subsequent Events Subs (Details) (USD $) | Mar. 24, 2014 | Dec. 16, 2013 | Mar. 24, 2014 | Sep. 16, 2013 | Mar. 31, 2014 | Mar. 24, 2014 | Sep. 16, 2013 | Mar. 31, 2014 | Mar. 24, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | Wetpaint.com Inc. | Common Stock | Common Stock | Preferred Class A | Preferred Class A | Preferred Class A | Preferred Class B | Preferred Class B | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Revolving Loan Agreement | Term Loan Agreement (DB Line) | Common Stock | |||||||||||
Line of Credit | Line of Credit | ||||||||||||
Revolving Credit | |||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 748,536 | 62,500 | ' | ' | ' | ' | ' | ' | ' | ' | 4,375,000 |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | $8 |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32,100 | ' | ' | ' |
Minimum proceeds from offering for conversion | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock held (in shares) | ' | ' | ' | ' | 34,275 | 34,275 | ' | 21,804.20 | 21,804.20 | ' | ' | ' | ' |
Shares converted upon completion of offering (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,151,284 |
Equity interest held upon completion of exchange | ' | 13.17% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500 | $10,000 | ' |