Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | DraftDay Fantasy Sports, Inc. | |
Entity Central Index Key | 725,876 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,229,400 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 623 | $ 4,217 |
Marketable securities | 3,145 | 0 |
Accounts receivable (net of allowance for doubtful accounts of $20 at March 31, 2016 and June 30, 2015) | 311 | 838 |
Prepaid expenses | 2,519 | 483 |
Other receivables | 30 | 661 |
Current assets of discontinued operations | 450 | 3,431 |
Total current assets | 7,078 | 9,630 |
Restricted cash | 440 | 695 |
Property & equipment, net | 1,829 | 2,334 |
Intangible assets, net | 6,160 | 18,683 |
Goodwill | 15,652 | 30,632 |
Other assets | 1,269 | 270 |
Non-current assets of discontinued operations | 0 | 7,985 |
Total assets | 32,428 | 70,229 |
Current liabilities: | ||
Accounts payable and accrued expenses | 10,204 | 5,248 |
Contingent consideration liability | 1,742 | 4,792 |
Common stock warrant liability | 10 | 10 |
Deferred revenue | 653 | 593 |
Current portion of loan payable | 7,216 | 1,575 |
Current liabilities of discontinued operations | 4,174 | 13,278 |
Total current liabilities | 23,999 | 25,496 |
Loans payable, less current portion | 19,666 | 22,516 |
Deferred revenue | 3,479 | 3,854 |
Other long-term liabilities | 1,410 | 1,678 |
Noncurrent liabilities of discontinued operations | 0 | 538 |
Total liabilities | $ 48,554 | $ 54,082 |
Commitments and contingencies | ||
Stockholders' (deficit)/equity: | ||
Common stock, $0.001 par value: authorized 300,000,000 shares, issued and outstanding 36,639,383 and 23,383,125 shares as of March 31, 2016 and June 30, 2015, respectively | $ 35 | $ 23 |
Additional paid-in-capital | 401,904 | 383,585 |
Treasury stock, 215,164 shares at March 31, 2016 and June 30, 2015 | (11,916) | (11,916) |
Accumulated deficit | (422,626) | (367,360) |
Accumulated other comprehensive income | 437 | 0 |
Noncontrolling interest | 3,421 | 0 |
Total stockholders' deficit | (28,635) | 4,332 |
Total liabilities and stockholders' equity | 32,428 | 70,229 |
Series A Convertible Redeemable Preferred Stock | ||
Current liabilities: | ||
Convertible Redeemable Preferred Stock | 0 | 0 |
Series C Convertible Redeemable Preferred Stock | ||
Current liabilities: | ||
Convertible Redeemable Preferred Stock | 12,509 | 11,815 |
Series B Convertible Preferred Stock | ||
Stockholders' (deficit)/equity: | ||
Preferred stock | 0 | 0 |
Series D Preferred Stock | ||
Stockholders' (deficit)/equity: | ||
Preferred stock | $ 110 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Allowance for doubtful accounts | $ 20 | $ 20 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 36,639,383 | 23,383,125 |
Common stock, shares outstanding (in shares) | 36,639,383 | 23,383,125 |
Treasury stock (in shares) | 215,164 | 215,164 |
Series A Convertible Redeemable Preferred Stock | ||
Temporary equity par value (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized (in shares) | 100,000 | 100,000 |
Temporary equity, shares issued (in shares) | 0 | 0 |
Temporary equity, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Convertible Redeemable Preferred Stock | ||
Temporary equity par value (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized (in shares) | 100,000 | 100,000 |
Temporary equity, shares issued (in shares) | 10,000 | 10,000 |
Temporary equity, shares outstanding (in shares) | 10,000 | 10,000 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 50,000 | 50,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series D Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 150 | 150 |
Preferred stock, shares issued (in shares) | 110 | 0 |
Preferred stock, shares outstanding (in shares) | 110 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 678,000 | $ 1,404,000 | $ 3,933,000 | $ 4,294,000 |
Selling, general and administrative expenses | (5,634,000) | (10,904,000) | (25,043,000) | (35,922,000) |
Impairment loss | 0 | 0 | (30,402,000) | 0 |
Operating loss | (4,956,000) | (9,500,000) | (51,512,000) | (31,628,000) |
Other (expense) income: | ||||
Other income, net | 31,000 | 1,000 | 34,000 | 6,000 |
Interest expense, net | (1,083,000) | (935,000) | (2,866,000) | (1,415,000) |
Total other expense | (1,052,000) | (934,000) | (2,832,000) | (1,409,000) |
Net loss before provision for income taxes | (6,008,000) | (10,434,000) | (54,344,000) | (33,037,000) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss from continuing operations | (6,008,000) | (10,434,000) | (54,344,000) | (33,037,000) |
Net income (loss) from discontinued operations | 7,605,000 | (10,177,000) | (2,168,000) | (27,407,000) |
Net income (loss) | 1,597,000 | (20,611,000) | (56,512,000) | (60,444,000) |
Accretion of Convertible Redeemable Preferred Stock | 74,000 | 45,000 | 222,000 | 16,000 |
Undeclared Series C Convertible Redeemable Preferred Stock Dividend | (303,000) | (127,000) | (916,000) | (37,000) |
Less: Net loss attributable to non-controlling interest | 557,000 | 0 | 1,247,000 | 0 |
Net income (loss) attributable to DraftDay Fantasy Sports, Inc. common stockholders | $ 1,925,000 | $ (20,693,000) | $ (55,959,000) | $ (60,465,000) |
Net income (loss) per common share - basic and diluted: | ||||
Net loss per common share - continuing operations, basic and diluted: (in dollars per share) | $ (0.17) | $ (0.63) | $ (1.88) | $ (2.05) |
Net loss per common share - discontinued operations, basic and diluted (in dollars per share) | 0.22 | (0.61) | (0.08) | (1.70) |
Net loss per share attributable to DraftDay Fantasy Sports, Inc. common stockholders - basic and diluted (in dollars per share) | $ 0.06 | $ (1.24) | $ (1.96) | $ (3.75) |
Weighted average common shares outstanding - basic and diluted (shares) | 34,132,643 | 16,628,988 | 28,595,321 | 16,133,970 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,597 | $ (20,611) | $ (56,512) | $ (60,444) |
Other comprehensive income, net of tax: | ||||
Unrealized gain on available for sale securities | 437 | 0 | 437 | 0 |
Other comprehensive income | 437 | 0 | 437 | 0 |
Comprehensive income (loss) | $ 2,034 | $ (20,611) | $ (56,075) | $ (60,444) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Restricted Stock | Stock Options | Common Stock | Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalRestricted Stock | Additional Paid-In CapitalStock Options | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest |
Balance July 1, 2015 at Jun. 30, 2015 | $ 4,332 | $ 23 | $ 0 | $ 383,585 | $ (11,916) | $ 0 | $ (367,360) | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (56,512) | (56,512) | ||||||||||
Other comprehensive income | 437 | 437 | ||||||||||
Net loss attributable to non-controlling interest | 1,247 | 1,246 | (1,246) | |||||||||
Common shares issued for the DraftDay Business acquisition | 2,781 | 2 | 1,755 | 1,024 | ||||||||
Common shares and warrants of DDGG issued for management service contracts | 3,475 | 3,475 | ||||||||||
Common stock issued to settle notes related to the DraftDay Business acquisition | 824 | 1 | 823 | |||||||||
Conversion of debt to common stock | 4,112 | 9 | 4,103 | |||||||||
Series A investment in DDGG | 168 | 168 | ||||||||||
Accretion of Series C Convertible Redeemable Preferred Stock | 222 | 222 | ||||||||||
Undeclared Series C Preferred Stock Dividend | (916) | (916) | ||||||||||
Series D Preferred Stock issued to settle notes related to the DraftDay Business acquisition | 110 | 110 | ||||||||||
Share based compensation | $ 11,952 | $ 380 | $ 11,952 | $ 380 | ||||||||
Balance March 31, 2016 at Mar. 31, 2016 | $ (28,635) | $ 35 | $ 110 | $ 401,904 | $ (11,916) | $ 437 | $ (422,626) | $ 3,421 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net loss | $ (56,512,000) | $ (60,444,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Restricted stock - share based compensation | 11,952,000 | 19,252,000 |
Employee stock options - share based compensation | 380,000 | 3,700,000 |
Shares issued for services | 0 | 208,000 |
Share based compensation in connection with Securities Purchase Agreement | 0 | 4,141,000 |
Decrease in fair value of common stock warrants | 0 | (5,000) |
Gain on sale of a business | (7,172,000) | 0 |
Fair value gain in financial assets | (68,000) | 0 |
Gain on settlement of accounts payable | (555,000) | 0 |
Loss on abandonment of assets | 173,000 | 0 |
Loss on settlement of receivables | 537,000 | 0 |
Depreciation and amortization | 2,898,000 | 4,558,000 |
Impairment loss | 30,402,000 | 0 |
Accretion of note discount | 150,000 | 66,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,896,000 | 1,087,000 |
Other receivables | 631,000 | (400,000) |
Prepaid expenses | 1,589,000 | 74,000 |
Restricted cash | 255,000 | 5,005,000 |
Other assets | 97,000 | 42,000 |
Deferred revenue | (315,000) | (677,000) |
Accounts payable and accrued expenses | 5,901,000 | 2,722,000 |
Reward points liability | (64,000) | 3,029,000 |
Other liabilities | (108,000) | 0 |
Other | (49,000) | 15,000 |
Net cash used in operating activities | (6,982,000) | (17,627,000) |
Investing activities: | ||
Purchase of property and equipment | 0 | (113,000) |
Capitalized software costs | 0 | (342,000) |
Net cash provided by investing activities | 0 | (455,000) |
Financing activities: | ||
Proceeds from loans | 9,688,000 | 31,150,000 |
Repayments on loans | (3,000,000) | (22,000,000) |
Sale of Class C Convertible Redeemable Preferred Stock | 0 | 10,000,000 |
Payments related to contingent consideration | (3,050,000) | 0 |
Repayment on notes payable | (250,000) | 0 |
Purchase of common shares from former officer | 0 | (360,000) |
Net cash provided by financing activities | 3,388,000 | 18,790,000 |
Net (decrease) increase in cash | (3,594,000) | 708,000 |
Cash at beginning of period | 4,217,000 | 7,000 |
Cash at end of period | 623,000 | 715,000 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | 209,000 | 999,000 |
Non-Cash investing and financing activities: | ||
Landlord lease incentive build-out allowance | 0 | 449,000 |
Common stock and warrants issued for DraftDay acquisition | 1,757,000 | 0 |
Notes issued for DraftDay acquisition | 2,250,000 | 0 |
Common stock and warrants issued for management service contract | 3,475,000 | 0 |
Common stock issued to settle notes related to the DraftDay Business acquisition | 824,000 | 0 |
Series D Preferred Stock issued to settle notes related to the DraftDay Business acquisition | 110,000 | 0 |
Loans converted to common stock | 4,112,000 | 0 |
DraftDay Gaming Group | ||
Non-Cash investing and financing activities: | ||
Common stock and warrants issued for DraftDay acquisition | $ 1,025,000 | $ 0 |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation On January 27, 2016, the Company changed its name from Viggle Inc. to DraftDay Fantasy Sports, Inc. ("DraftDay"), and changed its ticker symbol from VGGL to DDAY. It now conducts business under the name DraftDay Fantasy Sports, Inc. The consolidated financial statements include the accounts of DraftDay, its wholly-owned subsidiaries, and DraftDay Gaming Group, Inc. ("DDGG"). The Company has nine wholly-owned subsidiaries, Function(x) Inc., Project Oda, Inc., Sports Hero Inc., Loyalize Inc., Viggle Media Inc., VX Acquisition Corp., Nextguide Inc., Wetpaint.com, Inc., and Choose Digital Inc., each a Delaware corporation. DraftDay owns approximately 49% of the issued and outstanding common stock of DDGG, and also appoints a majority of the members of its Board of Directors. On February 8, 2016, the Company completed the sale of assets related to the Company’s rewards business, including the Viggle App, in accordance with the Asset Purchase Agreement (the "Perk Agreement") with Perk.com, Inc. ("Perk") entered into on December 13, 2015. Management entered into this binding sales agreement following a strategic decision to divest the operations related to the Viggle App and place greater focus on its remaining businesses. The assets, liabilities and operations related to Loyalize Inc., and Nextguide Inc. (as well as the portion of the assets relating to our discontinued rewards business within the Company) have been classified as discontinued operations on the accompanying consolidated financial statements for all periods presented. All intercompany transactions and balances have been eliminated. 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 and therefore there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Line of Business
Line of Business | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Line of Business | Lines of Business The Company's Lines of Business The Company conducts business through 3 operating segments:Wetpaint, Choose Digital, and DDGG. These operating segments are described below. Through wetpaint.com, the Company reports original news stories and publishes information content covering top television shows, music, celebrities, entertainment news and fashion. Wetpaint publishes more than 55 new articles, videos and galleries each day. The Company generates revenues through wetpaint.com by displaying advertisements to wetpaint.com users as they view its content. Choose Digital is a "white label" digital marketplace featuring a recent and wide range of digital content, including music, movies, TV shows, eBooks and audiobooks. The content is sourced from the world’s leading record companies and book publishers and an aggregator of movie and TV content. Choose Digital generates revenues when participants in Choose Digital's clients' loyalty programs redeem loyalty credits for digital content provided by Choose Digital. For example, if a participant in a loyalty program redeems credits for a song download provided by Choose Digital, the client loyalty program pays Choose Digital for the download. The Company's wholly owned subsidiary, DDGG, made a recent investment in the DraftDay.com platform. Through DraftDay.com, users can draft a fantasy sports team within a salary cap, follow game action and reap rewards. DraftDay.com will continue to offer high-quality entertainment to consumers as well as to businesses desiring turnkey solutions to new revenue streams. See Note 6, Acquisitions, for further details on this acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
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 nine months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. 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 leases of office space. Marketable Securities In February 2016, the Company received 1,370,000 shares of Perk's stock, which is publicly traded on the Toronto Stock Exchange, as part of the consideration in the sale of assets described in the Perk Agreement. These securities are short-term marketable securities, which we have classified as “available-for-sale” securities. Pursuant to FASB ASC 320-10, “Investments - Debt and Equity Securities” our marketable securities are marked to market on a quarterly basis, with unrealized gains and losses recorded in equity as Other Comprehensive Income/Loss. Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon historical loss patterns, the number of days that the billings are past due and an evaluation of the potential risk associated with delinquent accounts. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company's allowance for doubtful accounts as of March 31, 2016 and June 30, 2015 was $20 . 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 months ended March 31, 2016 and March 31, 2015 were $ 127 and $ 0 . Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of Perk marketable securities held is marked-to-market on a quarterly basis using the closing day share price of the last business day of the quarter. The changes to fair vlaue are recorded in Other Comprehensive Income/Loss. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model. The changes to fair value are recorded in the consolidated statement of operations. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar issues, are the same as those that were given to the Company at the issuance of these loans. Property and Equipment Property and equipment (consisting primarily of computers, software, furniture and fixtures, and leasehold improvements) is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure they are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred, while betterments are capitalized. Gains and losses on disposals are included in the results of operations. The estimated useful lives of the Company's property and equipment is as follows: computer equipment and software: 3 years; furniture and fixtures: 4 years; and leasehold improvements: the lesser of the lease term or life of the asset. 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 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 carry amount to determine if there is an impairment loss. Historically, the Company had one reporting unit. However, in connection with the sale of a significant portion of the Company's assets (see Note 1, Basis of Presentation and Consolidation), the remaining operations were divided into 3 reporting units (see Note 4, Segments). The Company engaged a third-party valuation firm to test the Choose Digital and Wetpaint reporting units for goodwill impairment. The DDGG reporting unit was not tested for impairment at December 31, 2015 due to the fact that the acquisition of this entity occurred in September 2015. The Company determined that the fair value of each of the reporting units tested was significantly below its respective carrying value, indicating that goodwill related to the Choose Digital and Wetpaint reporting units may be impaired. The Company determined the fair value of all long-lived assets other than goodwill related to each reporting unit and calculated the residual goodwill value for each. Upon comparing the residual goodwill values to the respective carrying values, the Company determined that there was an impairment loss on both the Choose Digital and Wetpaint reporting units. The Company recorded an impairment loss of $ 2,095 related to the Choose Digital reporting unit and $ 15,507 related to the Wetpaint reporting unit during the three months ended December 31, 2015. There were no impairments recorded during the three months ended March 31, 2016 . 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. At June 30, 2015, the Company determined that certain intangible assets related to the acquisition of Choose Digital (see Note 6, Acquisitions for further detail regarding the Choose Digital acquisition) were impaired. Due to a shift in the Company's business operations and utilization of its resources, during the fourth quarter of fiscal 2015 the Company determined that intangible assets related to customer relationships and trade name no longer had value. Therefore, such assets were written off as of June 30, 2015. The total amount of the write-off was $2,086 . At December 31, 2015, as described above, the Company determined that the fair value of the Choose Digital and Wetpaint reporting units tested was significantly below the respective carrying values and assessed the fair values of the long-lived assets other than goodwill for each reporting unit. Upon comparing the fair values of the long-lived assets to their respective carrying values, the Company recorded a loss of $ 1,331 on intangible assets related to Choose Digital's software and licenses, and a loss of $ 11,469 on intangible assets related to Wetpaint's technology, trademark, customer relationships and non-competition agreements, during the three months ended December 31, 2015. No impairments were recorded during the three months ended March 31, 2016 . Capitalized Software The Company records amortization of acquired software on a straight-line basis over the estimated useful life of the software. In addition, the Company records and capitalizes internally generated computer software and, appropriately, certain internal costs have been capitalized in the amounts of $ 0 and $ 1,610 as of March 31, 2016 and June 30, 2015, 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. The change in capitalized software is due to impairment of long-term assets related to the Choose Digital and Wetpaint businesses described earlier, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. Deferred Rent The Company is party to a lease for office space for its corporate office, and as part of the agreement the landlord provided a rent abatement for the first 10 months of the lease. In 2014, the Company entered into two lease agreements for its satellite offices which provided for tenant improvement work sponsored by the landlords. The abatement and landlord sponsored improvements have been accounted for as a reduction of rental expense over the life of the lease. The Company accounts for rental expense on a straight line basis over the entire term of the lease. Deferred rent is equal to the cumulative timing difference between actual rent payments and recognized rental expense. On November 20, 2015, the Company terminated one of the lease agreements which provided for tenant improvement. The Company wrote off the remaining leasehold improvement and deferred rent balances during the three months ended March 31, 2016 , and the write-off of $2 was recorded in the Consolidated Statements of Operations. 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 in the amount of $ 4 and $ 428 for the three and nine months ended March 31, 2016 , respectively, and $ 28 and $ 390 for the three and nine months ended March 31, 2015 , respectively. 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 Company for the three and nine months ended March 31, 2016 was $76 and $556 , respectively, including barter expense. Marketing expense for the Company for the three and nine months ended March 31, 2015 was $ 118 and $ 657 , respectively, including barter expense. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . 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. Comprehensive Loss In accordance with ASC 220 Comprehensive Income, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income consists of net income (loss), accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of unrealized gain on available for sale marketable securities. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates include, among others, fair value of financial assets and liabilities, net realizable values on long-lived assets, certain accrued expense accounts, and estimates related to stock-based compensation. Actual results could differ from those estimates. During the nine months ended March 31, 2016, there have been no significant changes related to our critical accounting policies and estimates as disclosed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). This update is intended to improve the accounting for employee share-based payments and affects all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including:(a)income tax consequences;(b)classification of awards as either equity or liabilities; and(c) classification on the statement of cash flows. ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-09 on its financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its financial statements. In January 2016, FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). Additionally, it requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Lastly, the standard eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, “Income taxes: Balance Sheet Classification of Deferred Taxes Business” (“ASU 2015-17”). Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-17 on its financial statements. In September 2015, the FASB issued Accounting Standard Update No. 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"). This standard requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the ASU 2015-16 require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017 (July 1, 2017 for the Company). The Company does not believe that the adoption of ASU 2015-16 will have a material impact on its consolidated financial statements. |
Segments
Segments | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Segments | Segments Historically, the Company had one operating segment. However, in connection with the sale of the Viggle rewards business (discontinued operations) to Perk in February 2016, which represents a significant portion of the Company's assets and revenues, the Company's remaining operations were divided into 3 operating segments, as described below. These segments offer different products and services and are currently presented separately in internal management reports, and managed separately. • Wetpaint: a media channel reporting original news stories and publishing information content covering top television shows, music, celebrities, entertainment news and fashion. • Choose Digital: a business-to-business platform for delivering digital content. • DDGG: a business-to-business operator of daily fantasy sports. The accounting policies followed by the segments are described in Note 3, Summary of Significant Accounting Policies. The operating segments of the Company include the assets, liabilities, revenues and expenses that management has determined are specifically or primarily identifiable to each segment, as well as direct and indirect costs that are attributable to the operations of each segment. These direct costs are the operational costs that are administered by the Company following the shared services concept. Indirect costs are the costs of support functions that are provided on a centralized or geographic basis by the Company, which include, but are not limited to, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance and other professional services and general commercial support functions. Central support costs have been allocated to each operating segment based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method (primarily based on net sales or direct payroll costs), depending on the nature of the services received. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the operating segments had been operated on a stand-alone basis for the periods presented. Information regarding the results of each reportable segment is included below. Performance is measured based on unit profit after tax, as included in the internal management reports that are reviewed by the Chief Operating Decision Maker, who is our CEO. Business unit profit is used to measure performance as management believes that such information is the most relevant in evaluating the success of each business and determining the going forward strategy for the Company as a whole. Information about reportable segments: For The Three Months Ended March 31, Wetpaint Choose Digital DDGG Total In thousands of U.S. dollars 2016 2015 2016 2015 2016 2015 2016 2015 External revenues 228 707 161 222 98 — 487 929 Inter-segment revenues (1) — — 66 350 — — 66 350 Net loss, net of income taxes (2) (839 ) (1,987 ) (401 ) (1,005 ) (1,201 ) — (2,441 ) (2,992 ) For The Nine Months Ended March 31, Wetpaint Choose Digital DDGG Total In thousands of U.S. dollars 2016 2015 2016 2015 2016 2015 2016 2015 External revenues 1,274 2,788 576 676 424 — 2,274 3,464 Inter-segment revenues (1) — — 1,285 448 — — 1,285 448 Net loss, net of income taxes (2) (31,177 ) (7,074 ) (4,521 ) (3,922 ) (2,708 ) — (38,406 ) (10,996 ) Notes: (1) The Choose Digital business provides digital content to the Viggle business. These inter-segment revenues are presented at Choose Digital's cost and are eliminated in the consolidated statements of operations. (2) The net loss figures presented exclude certain corporate expenses detailed in the reconciliation to the consolidated net loss below. (3) Assets and liabilities are not presented as they are reviewed at the consolidated level by management and not accounted for by segment. Reconciliation of net loss for reportable segments, net of income taxes to consolidated net loss from continuing operations, net of income taxes: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Net loss for reportable segments, net of income taxes (2,441 ) (2,992 ) (38,406 ) (10,996 ) Other net gain (loss) 157 (176 ) (140 ) (629 ) (2,284 ) (3,168 ) (38,546 ) (11,625 ) Stock compensation related to corporate financing activities (1) (2,517 ) (5,437 ) (11,017 ) (16,976 ) Corporate expenses allocated to discontinued operations (2) (124 ) (894 ) (1,915 ) (3,021 ) Interest expense (3) (1,083 ) (935 ) (2,866 ) (1,415 ) Consolidated net loss from continuing operations, net of income taxes (6,008 ) (10,434 ) (54,344 ) (33,037 ) Notes: (1) Stock compensation expense related to RSUs, options and warrants issues in connection with financing activities. Expenses related to financing activities are considered to be corporate expenses and are not allocated to reportable segments. (2) Certain corporate expenses were allocated to the Viggle segment, however such expenses are not classified as discontinued operations because they are fixed and are not affected by the sales transaction. (3) Interest expense related to corporate debt instruments is not allocated to reportable segments. The Company continues to support the cash needs and operations of DDGG. As of March 31, 2016 the Company has transferred $ 736 to the DDGG subsidiary. A portion of these transfers, or $500 , was funded as part of the purchase price commitment. The remaining transfers are part of the subscription agreement entered into with DDGG on May 12, 2016 (see Note 16, Subsequent Events). |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On February 8, 2016, the Company completed the sale of assets related to the Company’s rewards business, including Viggle’s application, in accordance with the Asset Purchase Agreement with Perk.com, Inc. entered into on December 31, 2015. Management entered into this binding sales agreement following a strategic decision to divest the operations related to the Viggle App and place greater focus on its remaining businesses. The Company has classified the Viggle assets, liabilities and operations as discontinued operations in the accompanying consolidated financial statements for all periods presented. All intercompany transactions and balances have been eliminated. On December 13, 2015, the Parent entered into an Asset Purchase Agreement with Perk.com, Inc. Perk’s shares are currently traded on the Toronto Stock Exchange. On February 8, 2016, pursuant to the Asset Purchase Agreement, the Company completed the sale of the assets related to the Company’s rewards business, including Viggle’s application, to Perk. The total consideration received net of transaction fees was approximately $5,110 , and consisted of the following: • 1,370,000 shares of Perk common stock, a portion of which was placed in escrow to satisfy any potential indemnification claims; • 2,000,000 shares of Perk common stock if Perk’s total revenues exceed USD $130,000 for the year ended December 31, 2016 or December 31, 2017; • a warrant entitling the Company to purchase 1,000,000 shares of Perk common stock at a strike price of CDN $6.25 per share in the event the volume weighted average price (“VWAP”) of shares of Perk common stock is greater than or equal to CDN $12.50 for 20 consecutive trading days in the two year period following the closing of the transaction; • a warrant entitling the Company to purchase 1,000,000 shares of Perk common stock at a strike price of CDN $6.25 per share in the event that the VWAP of Perk common stock is greater than or equal to CDN $18.75 for 20 consecutive trading days in the two year period following the closing of the transaction, and • Perk assumed certain liabilities of the Company, consisting of the Viggle points liability. The Company recognized a gain of $6,969 on this transactions, net of transaction fees. Results of operations classified as discontinued operations: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Revenues $ 376 $ 3,617 $ 6,285 $ 14,387 Cost of watchpoints and engagement points (203 ) (2,758 ) (3,434 ) (6,948 ) Selling, general and administrative expenses (1,307 ) (11,014 ) (13,715 ) (34,766 ) Other income 8,739 — 8,739 — Income (loss) before income taxes 7,605 (10,155 ) (2,125 ) (27,327 ) Income taxes (see Note 13, Income Taxes) — (22 ) (43 ) (80 ) Net income (loss) $ 7,605 $ (10,177 ) $ (2,168 ) $ (27,407 ) Cash flows used in discontinued operations: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Net cash provided by (used in) operating activities $ (1,322 ) $ (4,502 ) $ (5,716 ) $ (13,130 ) Net cash used in investing activities — (151 ) — (422 ) Net cash provided by (used in) $ (1,322 ) $ (4,653 ) $ (5,716 ) $ (13,552 ) Assets and liabilities of discontinued operations: In thousands of U.S. dollars March 31, 2016 June 30, 2015 Assets Accounts receivable $ 450 $ 3,281 Prepaid expenses — 150 Property & equipment, net — 114 Intangibles assets, net — 2,630 Goodwill — 5,201 Other assets — 40 450 11,416 Liabilities Accounts payable and accrued expenses 4,174 4,249 Reward points payable — 9,029 Deferred tax liabilities — 538 $ 4,174 $ 13,816 |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of Choose Digital On June 24, 2014, the Company acquired Choose Digital Inc. ("Choose Digital"), a Miami, Florida based, digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. In connection with the Company's acquisition of Choose Digital, the Company was required to make a contingent payment, which was due within five business days after June 24, 2015, of $4,792 . Such amount was accrued in the accompanying Consolidated Balance Sheets as of June 30, 2015. On July 31, 2015, the Company entered into a Forbearance Agreement with AmossyKlein Family Holdings, LLP ("AmossyKlein"), as representative of the former shareholders of Choose Digital Inc. (the “Stockholders”). The Forbearance Agreement provides that the Company will make monthly installment payments to the Stockholders, beginning on July 31, 2015 and ending on January 29, 2016. Specifically, the Company agreed to pay $668 on July 31, 2015; $532 on August 31, 2015; $528 on September 30, 2015; $524 on October 31, 2015; $521 on November 30, 2015; $517 on December 31, 2015; and $1,754 on January 29, 2016. The scheduled payments include $170 of interest and $82 of legal fee charges. The Company agreed to deliver an affidavit of confession of judgment to be held in escrow by AmossyKlein’s counsel in the event the Company does not make such installment payments. The Company made the installment payments through December 2015, but failed to make the payment due on January 29, 2016. On May 12, 2016. the Company and AmossyKlein entered into an amendment to the Forbearance Agreement to provide for the payment of the remaining $1,754 (see Note 16, Subsequent Events). The balance of the contingent payment at March 31, 2016 was $1,754 , including interest of $ 12 . Since January 1, 2016 and through March 31, 2016, the Company has recorded additional interest of $ 26 . Acquisition of DraftDay.com On September 8, 2015, the Company and its newly created subsidiary DDGG entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with MGT Capital Investments, Inc. (“MGT Capital”) and MGT Sports, Inc. (“MGT Sports”), pursuant to which the Company acquired all of the assets of the DraftDay.com business (the “DraftDay Business”) from MGT Capital and MGT Sports. In exchange for the acquisition of the DraftDay Business, the Company paid MGT Sports the following: (a) 1,269,342 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), (b) a promissory note in the amount of $234 due September 29, 2015, (c) a promissory note in the amount of $1,875 due March 8, 2016, and (d) 2,550,000 shares of common stock of DDGG. In addition, in exchange for providing certain transitional services, DDGG will issue to MGT Sports a warrant to purchase 1,500,000 shares of DDGG common stock at an exercise price of $0.40 per share. 84,633 shares of its Common Stock, (b) a promissory note in the amount of $16 due September 29, 2015 and (c) a promissory note in the amount of $125 due March 8, 2016, and DDGG issued: (i) 150,000 shares of its common stock and (ii) a warrant to purchase 350,000 shares of DDGG common stock at $0.40 per share. Accordingly, the Company issued a total of 1,353,975 shares of Common Stock in connection with the acquisition of the DraftDay Business. 11,250,000 shares of DDGG common stock. 9,000,000 shares of DDGG common stock. 11,250,000 shares of DDGG common stock, Sportech Inc., an affiliate of Sportech, owns 9,000,000 shares of DDGG common stock, MGT Sports owns 2,550,000 shares of DDGG common stock and an additional third party owns 150,000 shares of DDGG common stock. On September 8, 2015, the various stockholders of DDGG entered into a Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that all stockholders will vote their shares of DDGG common stock for a Board comprised of three members, two of which will be designated by the Company and one of which will be designated by Sportech. As such, the operations of the DraftDay business will be consolidated with the Company's operations from the acquisition date of September 8, 2015 (see Note 11, Stockholders' Equity, for a discussion on non-controlling interest related to the portion of the DraftDay Business that the Company does not own). Mr. Sillerman will serve as the Chairman of DDGG. The Stockholders Agreement also provides customary rights of first refusal for the various stockholders, as well as customary co-sale, drag along and preemptive rights. $250 due and paid on September 29, 2015 and in the aggregate principal amount of $2,000 due March 8, 2016. The Company was not able to make the payment at the due date and on March 24, 2016 converted $ 824 of the promissory notes to common stock and $ 110 of the promissory notes to a Series D Preferred Stock (see Note 11, Stockholders' Equity (Deficit)). All such notes bear interest at a rate of 5% per annum. This acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations . Under the acquisition method, the consideration transferred is measured at the acquisition closing date. The assets of the DraftDay Business have been measured based on various 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 lists 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. Such valuations are being conducted by a third party valuation expert using Level 3 inputs as described in ASC 820, Fair Value Measurements and Disclosures , that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The operations of this acquisition are not material, and thus, pro forma disclosure are not presented. Goodwill related to the acquisition is expected to be deductible for income tax purposes. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and Equipment consists of the following: March 31, 2016 June 30, 2015 Leasehold Improvements $ 2,710 $ 2,886 Furniture and Fixtures 588 588 Computer Equipment 456 458 Software 163 5 Total 3,917 3,937 Accumulated Depreciation and Amortization (2,088 ) (1,603 ) Property and Equipment, net $ 1,829 $ 2,334 Depreciation and amortization charged to selling, general and administrative expenses for the three and nine months ended March 31, 2016 amounted to $124 and $ 403 , respectively. Depreciation and amortization charged to selling, general and administrative expenses for the three and nine months ended March 31, 2015 amounted to $ 75 and $ 233 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill March 31, 2016 June 30, 2015 Description Amortization Period Amount Accumulated Amortization Carrying Value Amount Accumulated Amortization Carrying Value Wetpaint technology 60 months $ 4,932 $ (3,184 ) $ 1,748 $ 10,600 $ (2,336 ) $ 8,264 Wetpaint trademarks 276 months 1,423 (404 ) 1,019 5,800 (296 ) 5,504 Wetpaint customer relationships 60 months 917 (822 ) 95 2,000 (617 ) 1,383 Wetpaint non-compete agreements 36 months — — — 609 (313 ) 296 Choose Digital licenses 60 months 829 (544 ) 285 1,740 (355 ) 1,385 Choose Digital software 60 months 627 (190 ) 437 550 (112 ) 438 DraftDay technology 120 months 2,396 (130 ) 2,266 — — — Internally generated capitalized software 36 months — — — 1,610 (515 ) 1,095 Other various 326 (16 ) 310 326 (8 ) 318 Total $ 11,450 $ (5,290 ) $ 6,160 $ 23,235 $ (4,552 ) $ 18,683 See Note 3, Summary of Significant Accounting Policies, for a discussion of the write-downs recorded with respect to intangible assets related to the Wetpaint and Choose Digital businesses in the quarter ended December 31, 2015. The changes in the gross amounts and useful lives of intangibles related to the Wetpaint and Choose Digital businesses, and to internally generated capitalized software, are a result of these write-downs during the three months ended December 31, 2015, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. Amortization of intangible assets included in selling, general and administrative expenses for the three and nine months ended March 31, 2016 amounted to $219 and $ 487 , respectively. Amortization of intangible assets included in selling, general and administrative expenses for the three and nine months ended March 31, 2015 amounted to $ 498 and $ 718 , respectively. Future annual amortization expense expected is as follows: Years ending June 30, 2016 $ 208 2017 $ 831 2018 $ 834 2019 $ 834 2020 $ 834 Goodwill consists of the following: Description Amount Balance at July 1, 2015 $ 30,632 DraftDay preliminary purchase price allocation 2,622 Wetpaint impairment loss (15,507 ) Choose Digital impairment loss (2,095 ) Balance at March 31, 2016 $ 15,652 See Note 3, Summary of Significant Accounting Policies, for a discussion of the goodwill impairment losses recorded in relation to Wetpaint and Choose Digital businesses during the three months ended December 31, 2015. There were no impairments recorded during the three months ended March 31, 2016. |
Loans Payable
Loans Payable | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loans Payable | Loans Payable Outstanding Balances Facility Name Maturity Date Total Facility Amount March 31, 2016 June 30, 2015 Line of Credit Promissory Note (the "Note") 10/24/17 $20,000 $ 19,666 $ 19,516 Unsecured Demand Loans (the "Loans") On Demand — — 1,575 Line of Credit Grid Note (the "Grid Note") 12/31/16 10,000 4,563 3,000 Secured Line of Credit (the "Secured Revolving Loan") 12/31/16 1,500 1,500 — Secured Line of Credit (the "Secured Revolving Line of Credit") 12/31/16 500 88 — Total Loans Payable $ 25,817 $ 24,091 Line of Credit Promissory Note On October 24, 2014, the Company and SIC III, a company affiliated with Mr. Sillerman, entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") pursuant to which SIC III agreed to purchase certain securities issued by the Company for a total of $30,000 . Pursuant to the Securities Purchase Agreement, the Company issued a Line of Credit Promissory Note (the “Note”), which provides for a $20,000 line of credit to the Company (see Note 11, Stockholders' Equity, for a discussion of the remaining $10,000 of the Securities Purchase Agreement). The Company also agreed to issue to SIC III warrants to purchase 1,000,000 shares of the Company’s common stock. The Company issued warrants to purchase 50,000 shares of the Company’s common stock for every $1,000 advanced under the Note. The warrants will be issued in proportion to the amounts the Company draws under the Note. The exercise price of the warrants will be 10% above the closing price of the Company’s shares on the date prior to the issuance of the warrants. Exercise of the warrants was subject to approval of the Company’s stockholders, which occurred on January 13, 2015. The Note provides a right for the Company to request advances under the Note from time to time. The Note bears interest at a rate of 12% per annum, payable in cash on a quarterly basis. The Note matures on October 24, 2017. On October 24, 2014, SIC III made an initial advance under the Note in the principal amount of $4,500 . On December 15, 2014, SIC III made an additional advance in the principal amount of $15,500 pursuant to the terms of the Note (the proceeds of which were used to repay amounts outstanding under the DB Line, as discussed above). As of March 31, 2016 , the total outstanding principal amount of the Note was $20,000 . The Note provides for a 3% discount, such that the amount advanced by SIC III was 3% less than the associated principal amount of the advances. Therefore, the net amount actually outstanding under the Note at March 31, 2016 , was $19,666 , which includes accretion of the discount of $266 (the 3% discount of $600 is being accreted to the principal balance over the life of the Note). From and after the occurrence and during the continuance of any event of default under the Note, the interest rate is automatically increased to 17% per annum. In connection with the first drawdown of $4,500 under the Note, the Company issued SIC III warrants to purchase 225,000 shares of the Company’s common stock. These warrants have an exercise price of $3.51 , representing a price equal to 10% above the closing price of the Company’s common stock on the day prior to issuance. In connection with the additional drawdown of $15,500 under the Note, the Company issued SIC III warrants to purchase 775,000 shares of the Company's common stock. These warrants have an exercise price of $3.63 , representing a price equal to 10% above the closing price of the Companys common stock on the day prior to issuance. The Warrants are exercisable for a period of five years from issuance. Stock compensation expense related to the issuances of warrants to SIC III was $2,049 during the year ended June 30, 2015. The Note is not convertible into equity securities of the Company. The Note also contains certain covenants and restrictions, including, among others, that, for so long as the Note is outstanding, the Company will not, without the consent of the holder of the Note, (i) make any loan or advance in excess of $500 to any officer, director, employee of affiliate of the Company (except advances and similar expenditures : (a) under the terms of employee stock or option plans approved by the Board of Directors, (b) in the ordinary course of business, consistent with past practice or (c) to its subsidiaries), (ii) incur any indebtedness that exceeds $1,000 in the aggregate other than indebtedness outstanding under the Note, (iii) guaranty any indebtedness of any unaffiliated third party, (iv) change the principal business of the Company or exit the Company's current business, provided that the foregoing is subject to the Board's compliance with its fiduciary duties, (v) sell, assign, or license material technology or intellectual property of the Company except (a) in the ordinary course of business, consistent with past practice, (b) sales and assignments thereof in any 12 month period that do not have a fair market value in excess of $500 or (c) in connection with a change of control transaction, (vi) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company of its assets that have a fair market value in excess of $1,000 or (vii) liquidate or dissolve the Company or wind up the business of the Company, except in connection with changes of control or merger, acquisition or similar transactions or as approved by the Company’s Board in compliance with their fiduciary duties. Interest expense on the Note was $607 and $ 1,834 for the three and nine months ended March 31, 2016 , respectively, and $ 593 and $ 785 for the three and nine months ended March 31, 2015 , respectively. In connection with the Company's entering into the Perk Credit Agreement (as defined below), SIC III agreed to subordinate payment of the Note to amounts owed to Perk under the Perk Credit Agreement. SIC III also consented to the consummation of the Asset Purchase Agreement with Perk, which required SIC III's consent. In exchange for such consent and such agreement to subordinate, the Company agreed to provide SIC III a security interest in the assets of the Company in connection with amounts outstanding under the Note. The Company entered into a Security Agreement with SIC III, pursuant to which the Company pledged its assets in connection with such security interest. The foregoing descriptions of the Security Agreement is qualified in its entirety by reference to the full text of the form of Security Agreement. Unsecured Demand Loans During the year ended June 30, 2015, Mr. Sillerman made the following demand loans (the "Loans") to the Company: Date Amount 12/19/2014 $ 2,000 1/14/2015 2,000 1/30/2015 2,000 2/13/2015 750 2/26/2015 1,000 3/2/2015 1,000 3/16/2015 3,000 4/20/2015 1,000 5/5/2015 500 5/14/2015 325 Total $ 13,575 Each of the Loans bear interest at the rate of 12% per annum. Principal and interest due under the Loans shall be due and payable upon demand. The principal amount of the Loans may be prepaid at any time and from time to time, in whole or in part, without premium or penalty. The Company used the proceeds from the Loans to fund working capital requirements and for general corporate purposes. As discussed in Note 11, Stockholders' Equity, on March 16, 2015, SIC III purchased 7,000 shares of Series C Convertible Preferred Stock pursuant to the Securities Purchase Agreement, for a purchase price of $7,000 . The Company used the $7,000 proceeds from the sale of 7,000 shares of Series C Convertible Stock to repay $7,000 in principal amount of the Loans. In addition, the Company used $798 of the proceeds of the Loan on March 16, 2015 to pay all accrued and unpaid interest on the Loans. On June 1, 2015, the Company repaid an additional $5,000 in principal amount of the Loans. On July 1, 2015, the Company repaid the remaining $1,575 in principal amount of the Loans. Accordingly, after the transactions described herein, the total outstanding principal amount of the Loans at March 31, 2016 and June 30, 2015 was $0 and $1,575 , respectively. Interest expense on the Loans was $0 and $ 1 for the three and nine months ended March 31, 2016 , respectively, and $ 171 and $ 179 for the three and nine months ended March 31, 2015 , respectively. Line of Credit Grid Note On June 11, 2015, the Company and Sillerman Investment Company IV, LLC ("SIC IV") entered into a Line of Credit Grid Note (the "Grid Note"). The Grid Note provides a right for the Company to request advances under the Grid Note from time to time in an aggregate amount of up to $10,000 . The Grid Note bears interest at a rate of 12% per annum, payable in cash on the maturity of the Grid Note. From and after the occurrence and during the continuance of any event of default under the Grid Note, the interest rate is automatically increased to 14% per annum. The Grid Note is not convertible into equity securities of the Company. In order for the Company to make requests for advances under the Grid Note, the Company must have an interest coverage ratio equal to or greater than 1, unless SIC IV waives this requirement. The interest coverage ratio is calculated by dividing: (a) the Company’s net income for the measurement period, plus the Company’s interest expense for the measurement period, plus the Company’s tax expense for the measurement period, by (b) the Company’s interest expense for the measurement period, plus the amount of interest expense that would be payable on the amount of the requested draw for the twelve months following the request for the advance. The measurement period is the twelve months ended as of the last day of the last completed fiscal quarter prior to the request for the advance. The Company currently does not have an interest coverage ratio equal to or greater than 1 , so advances would require the SIC IV to waive this requirement. In addition, in order to make requests for advances under the Grid Note, there can be no event of default under the Note at the time of the request for an advance, including that there has been no material adverse change in the business plan or prospects of the Company in the reasonable opinion of SIC IV. The Company made requests for advances under the Grid Note, and SIC IV made advances to the Company as follows: Date Amount 6/11/2015 $ 1,000 6/24/2015 2,000 7/31/2015 1,000 8/31/2015 2,000 9/15/2015 1,000 9/29/2015 1,000 10/13/2015 500 10/30/2015 600 11/25/2015 1,000 Total $ 10,100 On July 1, 2015, the Company repaid $1,425 of the Grid Note. On December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 8,750,000 shares of the Company’s common stock at a price of $ 0.47 per share. Accordingly, the aggregate purchase price for such shares was $ 4,112 . The Company and SIC IV agreed that SIC IV would pay the purchase price for such shares by reducing the amounts outstanding under the Line of Credit. As of December 3, 2015, there was $ 8,675 in outstanding principal amount under the Line of Credit. Accordingly, the principal amount of the Line of Credit was therefore reduced to $ 4,563 . Therefore, the outstanding balance of the Grid Note at March 31, 2016 was $4,563 . The Grid Note matures on the first to occur of: (a) 12/31/2016 or (b) upon a “Change of Control Transaction.” A “Change of Control Transaction” includes (i) a sale of all or substantially all of the assets of the Company or (ii) the issuance by the Company of common stock that results in any “person” or “group” becoming the “beneficial owner” of a majority of the aggregate ordinary voting power represented by the Company’s issued and outstanding common stock (other than as a result of, or in connection with, any merger, acquisition, consolidation or other business combination in which the Company is the surviving entity following the consummation thereof), excluding transactions with affiliates of the Company. If an event of default occurs under the Grid Note, SIC IV has the right to require the Company to repay all or any portion of the Grid Note. An event of default is deemed to have occurred on: (i) the non-payment of any of the amounts due under the Grid Note within five (5) Business Days after the date such payment is due and payable; (ii) dissolution or liquidation, as applicable, of the Company; (iii) various bankruptcy or insolvency events shall have occurred, (iv) the inaccuracy in any material respect of any warranty, representation, statement, report or certificate the Company makes to Lender under the Note hereto; (v) the Company contests, disputes or challenges in any manner, whether in a judicial proceeding or otherwise, the validity or enforceability of any material provision in the Grid Note; or (vi) a material adverse change in the business plan or prospects of the Company in the reasonable opinion of SIC IV. Interest expense on the Grid Note for the three and nine months ended March 31, 2016 was $138 and $ 435 , respectively. In connection with the Company's entering into the Perk Credit Agreement (as defined below), SIC IV agreed to subordinate payment of the Grid Note to amounts owed to Perk under the Perk Credit Agreement. SIC IV also consented to the consummation of the Asset Purchase Agreement with Perk. In exchange for such consent and such agreement to subordinate, the Company agreed to provide SIC IV a security interest in the assets of the Company in connection with amounts outstanding under the Grid Note. The Company entered into a Security Agreement with SIC IV , pursuant to which the Company pledged its assets in connection with such security interest. The foregoing descriptions of the Security Agreement is qualified in its entirety by reference to the full text of the form of Security Agreement. Secured Line of Credit On January 27, 2016, Sillerman Investment Company VI LLC (“SIC VI”), an affiliate of Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of the Company, entered into a Secured Revolving Loan agreement (the “Secured Revolving Loan”) with the Company and its subsidiaries, wetpaint.com, Inc. and Choose Digital Inc. (collectively, the “Subsidiaries”), pursuant to which the Company can borrow up to $ 1,500 . The Secured Revolving Loan bears interest at the rate of 12% per annum. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. As of March 31, 2016, $ 1,500 has been advanced thereunder. $500 Line of Credit The Company and its subsidiaries wetpaint.com, inc., and Choose Digital, Inc. (the "Subsidiaries") entered into a secured, revolving Line of Credit on March 29, 2016 with SIC VI (the “Secured Revolving Line of Credit”), pursuant to which the Company can borrow up to $500 . The Secured Revolving Line of Credit bears interest at the rate of 12% per annum. $88 had been advanced thereunder. Related Approvals Because each of the transactions referred to in the foregoing sections involved Mr. Sillerman, or an affiliate of his, the transactions were subject to certain rules regarding "affiliate" transactions. As such, each was approved by a Special Committee of the Board of Directors and a majority of the independent members of the Board of Directors of the Company. Loan from Perk During the three months ended December 31, 2015, Perk made two advances to the Company as follows: Date Amount 12/14/2015 $ 667 12/23/2015 333 Total $ 1,000 On December 13, 2015, the Company entered into a Credit Agreement with Perk pursuant to which Perk provided a $ 1,000 line of credit to the Company (the “Perk Credit Agreement”). The Perk Credit Agreement provided for drawdowns pursuant to which Perk made advances to the Company, which totaled $ 1,000 . The first advance in the amount of $ 667 was made on December 14, 2015. The final drawdown of $ 333 was made when the Information Statement relating to the transaction was filed with the SEC, which occurred on December 23, 2015. Amounts outstanding under the Perk Credit Agreement bore interest at 12% per annum, with an additional 12% if the Company was in default of its obligations under the Perk Credit Agreement. Amounts outstanding under the Perk Credit Agreement were repaid on February 8, 2016 upon the closing of the sale of the Viggle assets to Perk. The Company was entitled to elect to repay all amounts outstanding pursuant to the Perk Credit Agreement by reducing the number of the shares of Perk common stock payable upon closing of the sale of the Viggle assets to Perk by 130,000 shares. The Company elected to so reduce the number of shares issuable to the Company at the closing of the asset sale transaction. Therefore, Perk agreed to deliver to the Company at closing 1,370,000 shares of Perk common stock, rather than 1,500,000 shares, and in return the amounts outstanding under the Perk Credit Agreement were deemed repaid in full. Therefore, the outstanding balance of the loan from Perk was $ 0 at March 31, 2016 . No interest expense was recorded by the Company for the three and nine months ended March 31, 2016 . In connection with the Perk Credit Agreement, the Company also entered into a Security Agreement, pursuant to which the Company provided Perk with a security interest in its assets to secure repayment of amounts outstanding under the Perk Credit Agreement. As the amounts payable under the Perk Credit Agreement have now been settled in full, the Security Agreement has been terminated. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation On November 4, 2015, Virtual Gaming Technologies, Inc. filed suit against DraftDay Gaming Group, Inc. The Company believes that it does not infringe the patents at issue. A settlement agreement was signed on January 14, 2016, and this matter is now concluded. On December 22, 2015, Global Interactive Media, Inc. ("Global") served the Company with a lawsuit alleging infringement of certain of Global's patents. The Company has entered into a settlement agreement and the matter is now closed. On March 2, 2016, the Company was served with a Notice of Petition of Non-Payment (the “Notice”) by 902 Associates, its landlord at 902 Broadway, New York. The Notice refers to unpaid rent in the amount of $226 and calls for eviction of the Company from the premises at 902 Broadway. The Company settled with 902 Associates on April 19, 2016 and has agreed to pay 902 Associates $50 a month for the arrears and make all rent payments as they come due. Pandera Systems, LLC (“Pandera”), which formerly provided analytics development services to the Company, filed suit on March 11, 2016 against the Company to demand collection of amounts due for such services. The Company settled this matter on April 12, 2016. North America Photon Infotech Ltd. (“Photon”), a company based in Mauritius that had provided development services to the Company, filed suit in California on March 28, 2016 to collect approximately $218 owed by the company to Photon. The Company settled this matter on May 12, 2016. Pandora Media, Inc., (“Pandora”) a prior marketing provider for the Company, filed suit in California on March 29, 2016 to collect approximately $125 owed by the Company to Pandora. The Company intends to vigorously defend the action. The Company is in settlement discussions with Pandora. On April 25, 2016, Carpathia Hosting, LLC (“Carpathia”), which formerly provided hosting services to the Company, filed suit in the Eastern District of Virginia to demand collection of $658 due. The Company intends to vigorously defend the suit. Coda Search LLC, a former vendor of the Company, served the Company with a lawsuit on May 9, 2016 to collect $27 owed to it. The Company settled this matter on May 13, 2016. 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, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of March 31, 2016 and June 30, 2015, there were 300,000,000 shares of authorized common stock, and 36,639,383 and 23,383,125 shares of common stock issued and 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. Preferred Stock The Company has authorized four series of preferred stock, including classes of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. At this time, there is no Series A or Series B preferred stock outstanding. Only Series C and Series D Preferred Stock are outstanding, as described below. 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 $1.15 . • 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 $1.00 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 $1.15 . 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 $1.67 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. At March 31, 2016 and June 30, 2015, there were no shares of Series A Convertible Redeemable Preferred Stock and Series B Convertible Preferred Stock outstanding. Series C Convertible Redeemable Preferred Stock On October 24, 2014, the Company created a new class of Series C Convertible Redeemable Preferred Stock (the “Series C Convertible Redeemable Preferred Stock”). The Company authorized the issuance of up to 100,000 shares of the Series C Convertible Redeemable Preferred Stock. The rights, preferences, privileges and restrictions of the shares of Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows: • The shares of Series C Convertible Redeemable Preferred Stock have a stated value of $1,000 per share. • Each holder of a share of Series C Convertible Redeemable Preferred Stock shall be entitled to receive dividends (“Dividends”) on such share equal to twelve percent ( 12% ) per annum (the “Dividend Rate”) of the Stated Value before any Dividends shall be declared, set apart for or paid upon any junior stock or parity stock. Dividends on a share of Series C Convertible Redeemable Preferred Stock shall accrue daily at the Dividend Rate, commence accruing on the issuance date thereof, compound annually, be computed on the basis of a 360 -day year consisting of twelve 30 -day months and be convertible into common stock in connection with the conversion of such share of Series C Convertible Redeemable Preferred Stock. • Each share of Series C Convertible Redeemable Preferred Stock is convertible, at the option of the holders, on the basis of its stated value and accrued, but unpaid dividends, into shares of Company common stock at a conversion price of $4.00 per common share. • The Company may redeem any or all of the outstanding Series C Convertible Redeemable Preferred Stock at any time at the then current Stated Value plus accrued Dividends thereon plus a redemption premium equal to the Stated Value multiplied by 6% . However, no premium shall be due on the use of up to 33% of proceeds of a public offering of common shares at a price of $5.00 or more per share. • The Company is required to redeem each Series C Convertible Redeemable Preferred Stock on the tenth business day immediately following the fifth anniversary of its issuance. However, the Company shall have no obligation to mandatorily redeem any shares of Series C Convertible Redeemable Preferred Stock at any time that (x) the Company does not have surplus under Section 154 of the Delaware General Corporation Law (the “DGCL”) or funds legally available to redeem all shares of Series C Convertible Redeemable Preferred Stock, (y) the Company's capital is impaired under Section 160 of the DGCL or (z) the redemption of any shares of Series C Convertible Redeemable Preferred Stock would result in an impairment of the Company's capital under Section 160 of the DGCL; provided, that if the Company is prohibited from redeeming the shares due to those limitations, the Company will redeem the Shares as soon as possible after such restrictions are no longer applicable. • Upon a change of control of the Company, each holder of Series C Convertible Redeemable Preferred Stock shall be entitled to require the Company to redeem from such holder all of such holder's shares of Series C Convertible Redeemable Preferred Stock so long as such holder requests such redemption in writing at least one business day prior to the consummation of such change of control. The redemption amount per share equals the Stated Value thereof plus accrued Dividends plus a change of control premium equal to the stated value multiplied 6% . • The shares of Series C Convertible Redeemable Preferred Stock are senior in liquidation preference to all shares of capital stock of the Company unless otherwise consented to by a majority of the holders of shares of Series C Convertible Redeemable Preferred Stock. • The shares of Series C Convertible Redeemable Preferred Stock shall have no voting rights except as required by law. • The consent of the holders of a majority of the shares of Series C Convertible Redeemable Preferred Stock is necessary for the Company to amend the Series C certificate of designation. The Series C Convertible Redeemable Preferred Stock is not classified as a component of stockholders' equity in the accompanying consolidated balance sheets. Likewise, the undeclared dividends related to Series C Convertible Redeemable Preferred Stock have been recorded as an addition within the Series C Convertible Preferred Stock account in the amount of $303 and $ 916 for the three and nine months ended March 31, 2016 , and $ 99 and $ 164 for the three and nine months ended March 31, 2015 . Series D Convertible Preferred Stock On March 24, 2016, the Company created a new class of Series D Convertible Redeemable Preferred Stock (the “Series D Convertible Preferred Stock”). The Company authorized the issuance of up to 110 shares of the Series D Convertible Preferred Stock. The rights, preferences, privileges and restrictions of the shares of Series D Convertible Preferred Stock and the qualifications, limitations and restrictions thereof are summarized as follows: • The shares of Series D Convertible Preferred Stock have a stated value of $1,000 per share. • Each share of Series D Convertible Preferred Stock is convertible, at the option of the holders, at a rate of 3,333 shares of common stock for one share of converted Series D Convertible Preferred Stock. • Shares of Series D Convertible Preferred Stock are not entitled to a liquidation preference. • Conversions of the Series D Convertible Preferred Stock shall be limited such that any given conversion shall not cause the holder's aggregate beneficial ownership of the shares of common stock to exceed 9.99% of the Company’s outstanding common stock. • The shares of Series D Convertible Preferred Stock shall have no voting rights except as required by law. • The consent of the holders of a majority of the shares of Series D Convertible Preferred Stock is necessary for the Company to amend the Series D certificate of designation. The Series D Convertible Preferred Stock is classified as a component of stockholders' equity in the accompanying consolidated balance sheets. At March 31, 2016, there were 110 shares of Series D Convertible Preferred Stock outstanding. Securities Purchase Agreement Pursuant to the Securities Purchase Agreement discussed in Note 9, Loans Payable, SIC III acquired a total of 10,000 Shares of Series C Convertible Redeemable Preferred Stock for $10,000 . The Company also agreed to issue to SIC III warrants to purchase a total of 500,000 shares of the Company’s common stock. The Company issued warrants to purchase 50,000 shares of the Company’s common stock for every $1,000 of purchase price paid for the shares. The exercise price of the warrants was 10% above the closing price of the Company’s shares on the date prior to the issuance of the warrants. Exercise of the warrants was subject to approval of the Company’s stockholders, which occurred on January 13, 2015. On November 25, 2014, SIC III purchased 3,000 shares of Series C Convertible Redeemable Preferred Stock for $3,000 . The shares of Series C Convertible Redeemable Preferred Stock were recorded in the accompanying consolidated balance sheet at its fair value as of the date of the purchase of November 25, 2014. In addition, in accordance with the Securities Purchase Agreement, the Company also issued SIC III warrants to purchase 150,000 shares of the Company's common stock at an exercise price of $2.98 , which was 10% above the closing price of the Company's shares on the date prior to issuance. On March 16, 2015, SIC III purchased 7,000 additional shares of Series C Convertible Redeemable Preferred Stock for $7,000 . The shares of Series C Convertible Redeemable Preferred Stock were recorded in the accompanying consolidated balance sheet at its fair value as of the date of the purchase of March 16, 2015. In addition, in accordance with the Securities Purchase Agreement, the Company also issued SIC III warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $1.78 , which was 10% above the closing price of the Company's shares on the date prior to issuance. In connection with the Securities Purchase Agreement, the Company recorded total stock compensation expense based on the fair value of the Series C Convertible Redeemable Preferred Stock and warrants of $2,091 during the year ended June 30, 2015. Subscription Agreement On December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 8,750,000 shares of the Company’s common stock at a price of $ 0.47 per share. Accordingly, the aggregate purchase price for such shares was $ 4,112 . Non-controlling Interest As discussed in Note 6, Acquisitions, on September 8, 2015, the Company acquired the assets of the DraftDay Business and its operations have been consolidated with the Company's operations as of that date. The Company has recorded non-controlling interest in its Consolidated Balance Sheets and Consolidated Statements of Operations for the portion of the DraftDay Business that the Company does not own. In the quarter ended March 31, 2016, Sportech invested an additional $93 into the DraftDay Business in exchange for shares of Series A Preferred Stock of DDGG for $1 per share. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments Equity Incentive Plan The 2011 Executive Incentive Plan (the "Plan") of the Company was approved on February 21, 2011 by the written consent of the holder of a majority of the Company's outstanding common stock. The Plan provides the Company the ability to grant to any officer, director, employee, consultant or other person who provides services to the Company or any related entity, options, stock appreciation rights, restricted stock awards, dividend equivalents and other stock-based awards and performance awards, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Plan provides for the issuance of a maximum of 6,250,000 shares of common stock. Pursuant to the Executive Incentive Plan and the employment agreements, between February 15, 2011 and March 31, 2016 , the Compensation Committee of the Company's Board of Directors authorized the grants of restricted stock and stock options described below. Restricted Stock The per share fair value of RSUs granted with service conditions was determined on the date of grant using the fair market value of the shares on that date and is recognized as an expense over the requisite service period. The following table summarizes the Company's RSU activity for nine months ended March 31, 2016 : Shares Weighted Average Grant Date Fair Value Nonvested at July 1, 2015 357,685 $ 52.23 Granted 351,427 1.63 Vested (330,489 ) 54.10 Forfeited and canceled (152,447 ) 3.65 Nonvested at March 31, 2016 226,176 $ 4.71 Compensation expense related to restricted stock was $ 11,951 and $ 19,252 for the nine months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 , there was $ 479 in total unrecognized share-based compensation costs related to restricted stock. Stock Options The following table summarizes the Company's stock option activity for nine months ended March 31, 2016 : Number of Options Weighted average exercise price Outstanding at July 1, 2015 1,181,630 $ 11.18 Granted 235,333 0.46 Exercised — — Forfeited and canceled (359,330 ) 6.01 Outstanding at March 31, 2016 1,057,633 $ 10.63 Exercisable at March 31, 2016 959,561 $ 11.20 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 . There were 235,333 and 310,335 options granted during the nine months ended March 31, 2016 and 2015, respectively. The fair value of the options granted during the nine months ended March 31, 2016 and March 31, 2015 were estimated based on the following weighted average assumptions: Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Expected volatility 80 % 80 % Risk-free interest rate 1.94 % 2.04 % Expected dividend yield — — Expected life (in years) 6.50 6.50 Estimated fair value per option granted $ 0.33 $ 2.55 Compensation expense related to stock options of $ 380 and $ 3,700 is included in the accompanying Consolidated Statements of Operations in selling, general and administrative expenses for the nine months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 , there was approximately $ 185 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, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the nine months ended March 31, 2016 and 2015, the Company did not record an income tax benefit because it has incurred taxable losses and has no history of generating taxable income and therefore the Company cannot presently anticipate the realization of a tax benefit on its Net Operating Loss carryforward. At March 31, 2016 the Company has a Net Operating Loss carryforward of approximately $182,000 , which will begin to expire in 2030. 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, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Shared Services Agreements In an effort to economize on costs and be efficient in its use of resources, the Company entered into a shared services agreement with Circle Entertainment Inc. (“Circle”) as of February 15, 2011, pursuant to which it shares costs for legal and administrative services in support of Mitchell J. Nelson, its then-General Counsel and General Counsel to Circle. The shared services agreement provides, in general, for sharing of the applicable support provided by either company to Mr. Nelson in connection with his capacity as General Counsel. The Company is responsible for advancing the salary to legal and administrative personnel supporting 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 nine months ended March 31, 2016 and 2015, the Company billed Circle $14 and $20 , 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, 2016 and June 30, 2015 was $0 and $113 , respectively. The Company wrote-off the accounts receivable balance of $127 in the quarter ended March 31, 2016, the write-off appears as a bad debt expense on the consolidated statements of operation. The parties terminated the Circle Shared Services Agreement effective as of January 1, 2016. Circle is in the process of liquidation and any claim to be made under the Circle Shared Services Agreement will survive the termination of the Circle Shared Services Agreement. The Company also entered into a shared services agreement with SFX, pursuant to which it shares costs for services provided by several of the Company's and/or SFX's employees. Such employees will continue to be paid by their current employers, and SFX will reimburse the Company directly for its portion of such salary and benefits and Company will reimburse SFX directly for its portion of such salary and benefits (but not for any bonus, option or restricted share grant made by either company, which will be the responsibility of the company making such bonus, option or restricted share grant). The Audit Committee of each company's Board of Directors reviews and, if appropriate, approves the allocations made and whether payments need to be adjusted or reimbursed, depending on the circumstances. The Company entered into an amendment (the “Amendment”) to the shared services agreement on January 22, 2015, pursuant to which the Company may provide additional services to SFX, and SFX may provide certain services to the Company. In particular, the shared services agreement provides that, in addition to services already provided, certain employees of the Company may provide human resources, content and programming, and facilities services to SFX, subject to reimbursement based on salary and benefits for the employees providing the services, plus 20% for miscellaneous overhead, based on a reasonable estimate of time spent. In addition, the Amendment provides that SFX may provide certain tax services to the Company, subject to reimbursement based on salary and benefits for the employees providing the services, plus 20% for miscellaneous overhead, based on a reasonable estimate of time spent. The parties terminated the SFX Shared Services Agreement effective as of January 1, 2016. We continue to try to settle amounts remaining outstanding. For the three and nine months ended March 31, 2016 , the Company was billed by SFX $42 and $167 , net of amounts billed by the Company to SFX, respectively. The net balance due (to)/from SFX, including amounts related to the Sales Agency Agreement, discussed below, as of March 31, 2016 and June 30, 2015 was $(139) and $135 , respectively. Sales Agency Agreement On January 22, 2015, the Company entered into a sales agency agreement (the “Sales Agreement”) with SFX-94 LLC (“SFX-94”), a subsidiary of SFX, pursuant to which the Company appoints SFX-94 as its exclusive sales agent for the sale of advertising and sponsorships. Pursuant to the Sales Agreement, the Company consented to SFX-94’s hiring of 25 members of the Company’s sales team, and SFX-94 agreed that it will sell advertising and sponsorships on behalf of the Company during the term of the Sales Agreement. SFX-94 also agreed that it will maintain adequate staffing levels, generally consistent with staffing levels currently maintained by the Company, for the Company’s sale of advertising and sponsorships. The Company will pay SFX-94 a 25% commission on sales made by SFX-94. For barter transactions, the Company will reimburse SFX-94 for any out of pocket and direct costs incurred by SFX-94 with respect to such barter sales (rather than the commission set forth above), and third party ad networks will be excluded from the Sales Agreement. For the nine months ended March 31, 2016 , the Company was billed $ 432 in connection with the Sales Agreement. On September 22, 2015, the parties terminated the Sales Agreement, and the Company subsequently hired 8 members of the SFX sales team as of that date. DraftDay In October 2015 the Company entered into an agreement with DDGG to expand its rewards catalog and offer to its users the opportunity to redeem Viggle points for entry to DDGG’s fantasy sports contests. The Company agreed to pay DDGG the value of the entry fees for which points were redeemed. For the nine months ended March 31, 2016 , $39 worth of Viggle points were redeemed for DDGG contest entry fees. License Agreement On March 10, 2014, the Company entered into an audio recognition and related loyalty program software license and services agreement with SFX. Pursuant to the terms of the license agreement, SFX paid the Company $5,000 to license its audio recognition software and related loyalty platform for a term of 10 years . The amount was deferred and is being amortized over the ten years period. For the three months ended March 31, 2016 and 2015, the Company recognized $125 and $125 , respectively, of revenue related to this agreement. For the nine months ended March 31, 2016 and 2015, the Company recognized $ 375 and $ 375 , respectively, of revenue related to this agreement. Lines of Credit See Note 9, Loans Payable, for a description of certain loans which have been provided by related parties. In addition, see Note 16, Subsequent Events, for additional discussion of certain related party transactions. As described in Note 9, Loans Payable, on December 3, 2015, the Company and SIC IV entered into a Subscription Agreement pursuant to which SIC IV subscribed for 8,750,000 shares of the Company’s common stock at a price of $0.47 per share. Accordingly, the aggregate purchase price for such shares was $ 4,112 . The Company and SIC IV agreed that SIC IV would pay the purchase price for such shares by reducing the amounts outstanding under the Line of Credit. As of December 3, 2015, there was $ 8,675 in outstanding principal amount under the Line of Credit. Accordingly, the principal amount of the Line of Credit was therefore reduced to $ 4,563 . Secured Line of Credit On January 27, 2016, Sillerman Investment Company VI LLC (“SIC VI”), an affiliate of Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of the Company, entered into a secured revolving loan agreement (the “Secured Revolving Loan”) with the Company and its subsidiaries, wetpaint.com, Inc. and Choose Digital Inc. (collectively, the “Subsidiaries”), pursuant to which the Company can borrow up to $ 1,500 . The Secured Revolving Loan bears interest at the rate of 12% per annum. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement (the “Security Agreement”) with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company’s interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes in accordance with a budget to be agreed upon by SIC VI and the Company. As of March 31, 2016, $ 1,500 has been advanced thereunder. Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company’s independent directors approved the transaction. $500 Line of Credit The Company and its subsidiaries wetpaint.com, inc., and Choose Digital, Inc. (the "Subsidiaries") entered into a secured, revolving Line of Credit on March 29, 2016 with SIC VI (the “Secured Revolving Line of Credit”), pursuant to which the Company can borrow up to $500 . The Secured Revolving Line of Credit bears interest at the rate of 12% per annum. $88 had been advanced thereunder. Related Approvals Because the above transactions were subject to certain rules regarding “affiliate” transactions, the Company's Audit Committee and a majority of the independent members of the Company's Board of Directors approved each of these transactions. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Mar. 31, 2016 | |
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 and is exercisable into 1 share of common stock at a price of $640 over a term of three years . Further, the exercise price of the warrants is subject to "down round" protection, whereby any issuance of shares at a price below the current price resets the exercise price equal to a the price of newly issued shares (the "Warrants"). In connection with the PIPE Exchanges on September 16, 2013, the exercise price of the Warrants was reset to $92 . The fair value of such 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 . On September 16, 2013, 6,818 warrants were exchanged in connection with the PIPE Exchanges. The remaining 14,545 warrants were marked to market as of March 31, 2016 and 2015 to a fair value of $ 10 and $ 10 , respectively. The Company recorded gains/(losses) of $0 and $ (5) to other income, net in the Consolidated Statements of Operations for the nine months ended March 31, 2016 and 2015, respectively. The fair value of the warrant is classified as a current liability on the Consolidated Balance Sheet as of March 31, 2016 , due to the Company's intention to retire a significant portion of these warrants in its next round of financing. The Company's warrants were classified as a Level 3 input within the fair value hierarchy because they were valued using unobservable inputs and management's judgment due to the absence of quoted market prices and inherent lack of liquidity. The Company estimated the fair value of contingent consideration for the acquisition of Choose Digital to be $4,792 as of June 30, 2015. 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. See Note 6, Acquisitions, for details related to payments made on the contingent consideration during the nine months ended March 31, 2016 . On February 8, 2016, the Company received Perk warrants as part of the consideration in the sale of the Viggle business. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model, in accordance with ASC 820-10, Fair Value Measurements. The changes to fair value are recorded in the income statement. The fair value of the warrants when issued was $ 1,023 . The warrants were marked to market as of March 31, 2016 to a fair value of $ 1,091 . The Company recorded a gain of $ 68 to other income, net in the Consolidated Statements of Operations for the nine months ended March 31, 2016 . The fair value of the warrant is classified as an other asset on the Consolidated Balance Sheet as of March 31, 2016 . The Perk warrants were classified as a Level 3 input within the fair value hierarchy because they were valued using unobservable inputs and management's judgment due to the absence of quoted market prices and inherent lack of liquidity. 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 July 1, 2015 $ 4,802 Perk warrants 1,091 Contingent consideration payments (3,050 ) Balance at March 31, 2016 $ 2,843 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Secured Lines of Credit The Company and its subsidiaries Wetpaint.com, Inc., and Choose Digital, Inc. (the "Subsidiaries") entered into a secured, revolving Line of Credit on March 29, 2016 with SIC VI, pursuant to which the Company can borrow up to $500 . The Company drew $88 on this line on March 29, 2016. Thereafter, the Company drew an additional $ 412 on this line since April 1, 2016 and through the date of this filing (see Note 9, Loans Payable). On April 29, 2016, SIC VI entered into an additional secured revolving loan agreement with the Company and the Subsidiaries, pursuant to which the Company can borrow up to $ 500 . Loans under this loan agreement bear interest at the rate of 12% per annum and mature on December 31, 2016, barring any events of default or a change of control of the Company. As of April 1, 2016 and through the date of this filing $ 305 had been advanced thereunder. Because the above transactions were subject to certain rules regarding “affiliate” transactions, the independent members of the Company's Board of Directors approved each of these transactions. Rant Term Sheet On April 29, 2016, we entered into a Binding Term Sheet (the “Binding Term Sheet”) with Rant, Inc. (“Rant”). In connection with the Binding Term Sheet, we agreed to purchase the assets of the Rant business (the “Transaction”). As consideration for the assets, Rant will receive the following consideration: • $5,000 cash (the “Cash Consideration”). The cash consideration shall initially be advanced by DraftDay as a loan to Rant, which will be deemed satisfied provided Rant delivers audited financial statements to DraftDay within 45 days of the closing of the Transaction. •Shares of DraftDay’s common stock equal to an amount between 20% and 24% of our total outstanding common stock (the “Share Consideration”). The Share Consideration shall be determined by the mutual agreement of the parties. Additionally, the Binding Term Sheet provides for the following: •Rant will have at least $2,000 in cash at the closing of the Transaction. •If we do not proceed to execution of definitive documents for any reason except (i) a breach by Rant of its obligations under the Binding Term Sheet or (ii) if information regarding Rant’s 2015 revenues, cost of goods sold exclusive of non-cash items) and traffic statistics previously provided to us by Rant is materially incorrect, we must pay Rant a $1,000 break-up fee. The Transaction shall be subject to the preparation of definitive documents. Because the documents are subject to a number of conditions that must be satisfied by each of the parties, there is no assurance that the proposed terms may not be changed or that any transaction may be consummated. Rant, Inc. is an digital publishing company that was founded in 2010. Rant and its expanding internet property lineup has established itself as a leading innovator in online media consumption. Known for the well-established brand RantSports, Rant, Inc. has since expanded its reach towards the areas of lifestyle, fitness, exercise, entertainment, technology, and celebrities. Legal Proceedings On December 22, 2015, Global Interactive Media, Inc. ("Global") served the Company with a lawsuit alleging infringement of certain of Global's patents. The Company entered into a settlement agreement on May 2, 2016, and the matter is now closed. On March 2, 2016, the Company was served with a Notice of Petition of Non-Payment (the “Notice”) by 902 Associates, its landlord at 902 Broadway, New York. The Notice refers to unpaid rent in the amount of $226 and calls for eviction of the Company from the premises at 902 Broadway. The Company settled with 902 Associates on April 19, 2016 and has agreed to pay 902 Associates $50 a month for the arrears and make all rent payments as they come due. Pandera Systems, LLC, which formerly provided analytics development services to the Company, filed suit on March 11, 2016 against the Company to demand collection of amounts due for such services. The Company settled this matter on April 12, 2016. North America Photon Infotech Ltd. (“Photon”), a company based in Mauritius that had provided development services to the Company, filed suit in California on March 28, 2016 to collect approximately $218 owed by the company to Photon. The Company settled this matter on May 12, 2016. Pandora Media, Inc., (“Pandora”) a prior marketing provider for the Company, filed suit in California on March 29, 2016 to collect approximately $125 owed by the Company to Pandora. The Company intends to vigorously defend the action. The Company is in settlement discussions with Pandora. On April 25, 2016, Carpathia Hosting, LLC, which formerly provided hosting services to the Company, filed suit in the Eastern District of Virginia to demand collection of $658 due. The Company intends to vigorously defend the suit. Coda Search LLC, a former vendor of the Company, served the Company with a lawsuit on May 9, 2016 to collect $27 owed to it. The Company settled the litigation with Coda Search on May 13, 2016. NASDAQ Delisting The Company's common stock has traded on the NASDAQ Capital Market under the symbol DDAY. NASDAQ recently informed the Company that it has failed to comply with certain of NASDAQ's continuing listing criteria, and that the Company's stock will be delisted. The Company appealed the decision, and the Nasdaq Listing Qualifications panel granted the Company's request for the continued listing of its common stock on The Nasdaq Capital Market (“Nasdaq”). The Company’s continued listing on Nasdaq is subject to, among other things, the Company evidencing compliance with the minimum $2.5 million market value of listed securities requirement and the minimum $1.00 bid price requirement by August 22, 2016. Preferred Stock Conversion Sillerman Investment Company III, LLC (“SIC III”), an affiliate of Robert F.X. Sillerman, the Company's Executive Chairman and Chief Executive Officer of the Company, owned 10,000 shares of Series C Preferred Stock. On May 9, 2016 (the “Exchange Date”), the Company and SIC III entered into a Subscription Agreement pursuant to which SIC III subscribed for 22,580,645 shares of the Company’s common stock at a price of $0.31 per share. Accordingly, the aggregate purchase price for such shares was $7,000 . The Company and SIC III agreed that SIC III would pay the purchase price for such shares by exchanging 7,000 shares of the Company’s Series C Preferred Stock owned by SIC III for the common shares (the “Exchange”). The effectiveness of the Exchange is subject to receipt of an opinion as of the Exchange Date by an independent valuation expert that the Exchange is fair. If the Exchange becomes effective, Mr. Sillerman and his affiliate will own more than 50% of the outstanding shares of the Company’s common stock. Amendment to Forbearance Agreement In connection with the Company's acquisition of Choose Digital, the Company was required to make a contingent payment, which was due within five business days after June 24, 2015, of $ 4,792 . On July 31, 2015, the Company entered into a Forbearance Agreement with AmossyKlein Family Holdings, LLLP, as representative of the former shareholders of Choose Digital Inc. The Forbearance Agreement provided that the Company will make monthly installment payments to the Stockholders, beginning on July 31, 2015 and ending on January 29, 2016. Specifically, the Company agreed to pay $668 on July 31, 2015; $532 on August 31, 2015; $528 on September 30, 2015; $524 on October 31, 2015; $521 on November 30, 2015; $517 on December 31, 2015; and $1,754 on January 29, 2016. The Company agreed to deliver an affidavit of confession of judgment to be held in escrow by AmossyKlein’s counsel in the event the Company did not make such installment payments. The Company made the installment payments through December 2015, but failed to make the payment due on January 29, 2016. On May 12, 2016. the Company and AmossyKlein entered into an amendment to the Forbearance Agreement to provide for the payment of the remaining $1,754 . The Forbearance Agreement now provides that the Company will make a payment of approximately $300 by May 18, 2016, and thereafter, the Company will make monthly payments of $100 , plus interest at a rate of 9% per annum, until the remaining amount is paid in full. In addition, the Company agreed to pledge 100,000 shares of common stock it holds in Perk.com, Inc. as collateral for these obligations. Finally, the Company agreed if it consummates a sale of a substantial part of its assets or a public equity offering, the Company will first apply the proceeds to remaining amounts due to AmossyKlein, except for payments to advisors or expenses necessary to close such transactions. The Company also delivered an amended confession of judgment that it had previously delivered to AmossyKlein, which will be held in escrow by AmossyKlein's counsel in the event the Company does not make installment payments as set forth in the amended Forbearance Agreement. Additional Investment in DraftDay Gaming Group, Inc. On May 12, 2016, the Company entered into a subscription agreement with DDDGG pursuant to which the Company agreed to purchase up to 550 shares of Series A Preferred Stock of DDGG for $1 per share. DDGG also entered into a subscription agreement with Sportech pursuant to which Sportech agreed to purchase up to 450 shares of Series A Preferred Stock of DDGG for $1 per share. In accordance with this agreement, the Company transferred an additional $80 t o the DDGG subsidiary since April 1, 2016 and through the date of the filing of these financial statements. Conversion of MGT Series D Preferred Shares to Common Stock On April 13, 2016, MGT Sports, Inc. ("MGT") converted all 110 shares of the Company's Series D Preferred Stock into shares of common stock of the Company. Accordingly, the Company issued 366,630 shares of common stock to MGT. Thereafter, there are no shares of the Company's Series D Preferred Stock outstanding. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The Company considers all highly liquid securities purchased with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value and primarily consists of money market funds that are readily convertible into cash. Restricted cash comprises amounts held in deposit that were required as collateral under leases of office space. |
Marketable Securities | In February 2016, the Company received 1,370,000 shares of Perk's stock, which is publicly traded on the Toronto Stock Exchange, as part of the consideration in the sale of assets described in the Perk Agreement. These securities are short-term marketable securities, which we have classified as “available-for-sale” securities. Pursuant to FASB ASC 320-10, “Investments - Debt and Equity Securities” our marketable securities are marked to market on a quarterly basis, with unrealized gains and losses recorded in equity as Other Comprehensive Income/Loss. |
Accounts Receivable | Accounts receivable are recorded net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon historical loss patterns, the number of days that the billings are past due and an evaluation of the potential risk associated with delinquent accounts. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of such institutions. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract. The Company generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. |
Fair Value of Financial Instruments | The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of Perk marketable securities held is marked-to-market on a quarterly basis using the closing day share price of the last business day of the quarter. The changes to fair vlaue are recorded in Other Comprehensive Income/Loss. The carrying amount of Perk warrants held is marked-to-market on a quarterly basis using the Monte Carlo valuation model. The changes to fair value are recorded in the consolidated statement of operations. The carrying amount of loans payable approximates fair value as current borrowing rates for the same, or similar issues, are the same as those that were given to the Company at the issuance of these loans. |
Property and Equipment | Property and equipment (consisting primarily of computers, software, furniture and fixtures, and leasehold improvements) is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure they are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred, while betterments are capitalized. Gains and losses on disposals are included in the results of operations. The estimated useful lives of the Company's property and equipment is as follows: computer equipment and software: 3 years; furniture and fixtures: 4 years; and leasehold improvements: the lesser of the lease term or life of the asset. |
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 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 carry amount to determine if there is an impairment loss. Historically, the Company had one reporting unit. However, in connection with the sale of a significant portion of the Company's assets (see Note 1, Basis of Presentation and Consolidation), the remaining operations were divided into 3 reporting units (see Note 4, Segments). The Company engaged a third-party valuation firm to test the Choose Digital and Wetpaint reporting units for goodwill impairment. The DDGG reporting unit was not tested for impairment at December 31, 2015 due to the fact that the acquisition of this entity occurred in September 2015. The Company determined that the fair value of each of the reporting units tested was significantly below its respective carrying value, indicating that goodwill related to the Choose Digital and Wetpaint reporting units may be impaired. The Company determined the fair value of all long-lived assets other than goodwill related to each reporting unit and calculated the residual goodwill value for each. Upon comparing the residual goodwill values to the respective carrying values, the Company determined that there was an impairment loss on both the Choose Digital and Wetpaint reporting units. The Company recorded an impairment loss of $ 2,095 related to the Choose Digital reporting unit and $ 15,507 related to the Wetpaint reporting unit during the three months ended December 31, 2015. There were no impairments recorded during the three months ended March 31, 2016 . 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. |
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 $ 0 and $ 1,610 as of March 31, 2016 and June 30, 2015, 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. The change in capitalized software is due to impairment of long-term assets related to the Choose Digital and Wetpaint businesses described earlier, as well as the abandonment of certain technology as of January 1, 2016, and internal development costs. |
Deferred Rent | The Company is party to a lease for office space for its corporate office, and as part of the agreement the landlord provided a rent abatement for the first 10 months of the lease. In 2014, the Company entered into two lease agreements for its satellite offices which provided for tenant improvement work sponsored by the landlords. The abatement and landlord sponsored improvements have been accounted for as a reduction of rental expense over the life of the lease. The Company accounts for rental expense on a straight line basis over the entire term of the lease. Deferred rent is equal to the cumulative timing difference between actual rent payments and recognized rental expense. |
Revenue Recognition | The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement. Advertising Revenue: the Company generates advertising revenue primarily from 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. |
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. |
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. |
Comprehensive Loss | In accordance with ASC 220 Comprehensive Income, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income consists of net income (loss), accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of unrealized gain on available for sale marketable securities. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates include, among others, fair value of financial assets and liabilities, net realizable values on long-lived assets, certain accrued expense accounts, and estimates related to stock-based compensation. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). This update is intended to improve the accounting for employee share-based payments and affects all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including:(a)income tax consequences;(b)classification of awards as either equity or liabilities; and(c) classification on the statement of cash flows. ASU 2016-09 is effective for financial statements issued for annual periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-09 on its financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its financial statements. In January 2016, FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). Additionally, it requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Lastly, the standard eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company does not expect the standard to have a material impact on its consolidated financial statements. In November 2015, FASB issued Accounting Standards Update No. 2015-17, “Income taxes: Balance Sheet Classification of Deferred Taxes Business” (“ASU 2015-17”). Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-17 on its financial statements. In September 2015, the FASB issued Accounting Standard Update No. 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"). This standard requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the ASU 2015-16 require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017 (July 1, 2017 for the Company). The Company does not believe that the adoption of ASU 2015-16 will have a material impact on its consolidated financial statements. |
Segments Segments (Tables)
Segments Segments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information about reportable segments: For The Three Months Ended March 31, Wetpaint Choose Digital DDGG Total In thousands of U.S. dollars 2016 2015 2016 2015 2016 2015 2016 2015 External revenues 228 707 161 222 98 — 487 929 Inter-segment revenues (1) — — 66 350 — — 66 350 Net loss, net of income taxes (2) (839 ) (1,987 ) (401 ) (1,005 ) (1,201 ) — (2,441 ) (2,992 ) For The Nine Months Ended March 31, Wetpaint Choose Digital DDGG Total In thousands of U.S. dollars 2016 2015 2016 2015 2016 2015 2016 2015 External revenues 1,274 2,788 576 676 424 — 2,274 3,464 Inter-segment revenues (1) — — 1,285 448 — — 1,285 448 Net loss, net of income taxes (2) (31,177 ) (7,074 ) (4,521 ) (3,922 ) (2,708 ) — (38,406 ) (10,996 ) Notes: (1) The Choose Digital business provides digital content to the Viggle business. These inter-segment revenues are presented at Choose Digital's cost and are eliminated in the consolidated statements of operations. (2) The net loss figures presented exclude certain corporate expenses detailed in the reconciliation to the consolidated net loss below. (3) Assets and liabilities are not presented as they are reviewed at the consolidated level by management and not accounted for by segment. Reconciliation of net loss for reportable segments, net of income taxes to consolidated net loss from continuing operations, net of income taxes: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Net loss for reportable segments, net of income taxes (2,441 ) (2,992 ) (38,406 ) (10,996 ) Other net gain (loss) 157 (176 ) (140 ) (629 ) (2,284 ) (3,168 ) (38,546 ) (11,625 ) Stock compensation related to corporate financing activities (1) (2,517 ) (5,437 ) (11,017 ) (16,976 ) Corporate expenses allocated to discontinued operations (2) (124 ) (894 ) (1,915 ) (3,021 ) Interest expense (3) (1,083 ) (935 ) (2,866 ) (1,415 ) Consolidated net loss from continuing operations, net of income taxes (6,008 ) (10,434 ) (54,344 ) (33,037 ) Notes: (1) Stock compensation expense related to RSUs, options and warrants issues in connection with financing activities. Expenses related to financing activities are considered to be corporate expenses and are not allocated to reportable segments. (2) Certain corporate expenses were allocated to the Viggle segment, however such expenses are not classified as discontinued operations because they are fixed and are not affected by the sales transaction. (3) Interest expense related to corporate debt instruments is not allocated to reportable segments. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | Results of operations classified as discontinued operations: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Revenues $ 376 $ 3,617 $ 6,285 $ 14,387 Cost of watchpoints and engagement points (203 ) (2,758 ) (3,434 ) (6,948 ) Selling, general and administrative expenses (1,307 ) (11,014 ) (13,715 ) (34,766 ) Other income 8,739 — 8,739 — Income (loss) before income taxes 7,605 (10,155 ) (2,125 ) (27,327 ) Income taxes (see Note 13, Income Taxes) — (22 ) (43 ) (80 ) Net income (loss) $ 7,605 $ (10,177 ) $ (2,168 ) $ (27,407 ) Cash flows used in discontinued operations: In thousands of U.S. dollars Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Net cash provided by (used in) operating activities $ (1,322 ) $ (4,502 ) $ (5,716 ) $ (13,130 ) Net cash used in investing activities — (151 ) — (422 ) Net cash provided by (used in) $ (1,322 ) $ (4,653 ) $ (5,716 ) $ (13,552 ) Assets and liabilities of discontinued operations: In thousands of U.S. dollars March 31, 2016 June 30, 2015 Assets Accounts receivable $ 450 $ 3,281 Prepaid expenses — 150 Property & equipment, net — 114 Intangibles assets, net — 2,630 Goodwill — 5,201 Other assets — 40 450 11,416 Liabilities Accounts payable and accrued expenses 4,174 4,249 Reward points payable — 9,029 Deferred tax liabilities — 538 $ 4,174 $ 13,816 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consists of the following: March 31, 2016 June 30, 2015 Leasehold Improvements $ 2,710 $ 2,886 Furniture and Fixtures 588 588 Computer Equipment 456 458 Software 163 5 Total 3,917 3,937 Accumulated Depreciation and Amortization (2,088 ) (1,603 ) Property and Equipment, net $ 1,829 $ 2,334 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 2016 June 30, 2015 Description Amortization Period Amount Accumulated Amortization Carrying Value Amount Accumulated Amortization Carrying Value Wetpaint technology 60 months $ 4,932 $ (3,184 ) $ 1,748 $ 10,600 $ (2,336 ) $ 8,264 Wetpaint trademarks 276 months 1,423 (404 ) 1,019 5,800 (296 ) 5,504 Wetpaint customer relationships 60 months 917 (822 ) 95 2,000 (617 ) 1,383 Wetpaint non-compete agreements 36 months — — — 609 (313 ) 296 Choose Digital licenses 60 months 829 (544 ) 285 1,740 (355 ) 1,385 Choose Digital software 60 months 627 (190 ) 437 550 (112 ) 438 DraftDay technology 120 months 2,396 (130 ) 2,266 — — — Internally generated capitalized software 36 months — — — 1,610 (515 ) 1,095 Other various 326 (16 ) 310 326 (8 ) 318 Total $ 11,450 $ (5,290 ) $ 6,160 $ 23,235 $ (4,552 ) $ 18,683 |
Future Annual Amortization Expense | Future annual amortization expense expected is as follows: Years ending June 30, 2016 $ 208 2017 $ 831 2018 $ 834 2019 $ 834 2020 $ 834 |
Schedule of Goodwill | Goodwill consists of the following: Description Amount Balance at July 1, 2015 $ 30,632 DraftDay preliminary purchase price allocation 2,622 Wetpaint impairment loss (15,507 ) Choose Digital impairment loss (2,095 ) Balance at March 31, 2016 $ 15,652 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Outstanding Balances Facility Name Maturity Date Total Facility Amount March 31, 2016 June 30, 2015 Line of Credit Promissory Note (the "Note") 10/24/17 $20,000 $ 19,666 $ 19,516 Unsecured Demand Loans (the "Loans") On Demand — — 1,575 Line of Credit Grid Note (the "Grid Note") 12/31/16 10,000 4,563 3,000 Secured Line of Credit (the "Secured Revolving Loan") 12/31/16 1,500 1,500 — Secured Line of Credit (the "Secured Revolving Line of Credit") 12/31/16 500 88 — Total Loans Payable $ 25,817 $ 24,091 |
Schedule of Long-term Debt Instruments | During the year ended June 30, 2015, Mr. Sillerman made the following demand loans (the "Loans") to the Company: Date Amount 12/19/2014 $ 2,000 1/14/2015 2,000 1/30/2015 2,000 2/13/2015 750 2/26/2015 1,000 3/2/2015 1,000 3/16/2015 3,000 4/20/2015 1,000 5/5/2015 500 5/14/2015 325 Total $ 13,575 |
Schedule of Line of Credit Facilities | The Company made requests for advances under the Grid Note, and SIC IV made advances to the Company as follows: Date Amount 6/11/2015 $ 1,000 6/24/2015 2,000 7/31/2015 1,000 8/31/2015 2,000 9/15/2015 1,000 9/29/2015 1,000 10/13/2015 500 10/30/2015 600 11/25/2015 1,000 Total $ 10,100 During the three months ended December 31, 2015, Perk made two advances to the Company as follows: Date Amount 12/14/2015 $ 667 12/23/2015 333 Total $ 1,000 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock | The following table summarizes the Company's RSU activity for nine months ended March 31, 2016 : Shares Weighted Average Grant Date Fair Value Nonvested at July 1, 2015 357,685 $ 52.23 Granted 351,427 1.63 Vested (330,489 ) 54.10 Forfeited and canceled (152,447 ) 3.65 Nonvested at March 31, 2016 226,176 $ 4.71 |
Schedule of Stock Options | The following table summarizes the Company's stock option activity for nine months ended March 31, 2016 : Number of Options Weighted average exercise price Outstanding at July 1, 2015 1,181,630 $ 11.18 Granted 235,333 0.46 Exercised — — Forfeited and canceled (359,330 ) 6.01 Outstanding at March 31, 2016 1,057,633 $ 10.63 Exercisable at March 31, 2016 959,561 $ 11.20 |
Schedule of Weighted Average Assumptions | The fair value of the options granted during the nine months ended March 31, 2016 and March 31, 2015 were estimated based on the following weighted average assumptions: Nine Months Ended March 31, 2016 Nine Months Ended March 31, 2015 Expected volatility 80 % 80 % Risk-free interest rate 1.94 % 2.04 % Expected dividend yield — — Expected life (in years) 6.50 6.50 Estimated fair value per option granted $ 0.33 $ 2.55 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 July 1, 2015 $ 4,802 Perk warrants 1,091 Contingent consideration payments (3,050 ) Balance at March 31, 2016 $ 2,843 |
Basis of Presentation and Con32
Basis of Presentation and Consolidation (Details) | 9 Months Ended |
Mar. 31, 2016subsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of subsidiaries | 9 |
Ownership percentage of issued and outstanding common stock | 49.00% |
Line of Business Lines of Busin
Line of Business Lines of Business (Details) | Jan. 31, 2016reporting_unit | Feb. 29, 2016reporting_unit | Feb. 29, 2016operating_segment | Mar. 31, 2016operating_segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of operating segments | 1 | 3 | 3 | 3 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) | Feb. 08, 2016shares | Jan. 31, 2016reporting_unit | Feb. 29, 2016reporting_unit | Feb. 29, 2016operating_segment | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)operating_segment | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014lease |
Accounts Receivable: | |||||||||||
Allowance for doubtful accounts | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||
Concentration of Credit Risk: | |||||||||||
Credit losses | $ 127,000 | $ 0 | |||||||||
Goodwill and Certain Other Long-Lived Assets: | |||||||||||
Number of operating segments | 1 | 3 | 3 | 3 | |||||||
Impairment loss | 0 | $ 0 | $ 30,402,000 | 0 | |||||||
Write off of intangible assets | 2,086,000 | ||||||||||
Capitalized Software: | |||||||||||
Capitalized software | 0 | $ 0 | $ 1,610,000 | ||||||||
Deferred Rent: | |||||||||||
Abatement period (in months) | 10 months | ||||||||||
Number of lease agreements | lease | 2 | ||||||||||
Write off of remaining leashold improment and deferred rent | $ 2,000 | ||||||||||
Revenue recognition: | |||||||||||
Barter revenue | 4,000 | 28,000 | 428,000 | 390,000 | |||||||
Marketing: | |||||||||||
Marketing expense | $ 76,000 | $ 118,000 | $ 556,000 | $ 657,000 | |||||||
Minimum | |||||||||||
Revenue recognition: | |||||||||||
Advertising campaign revenue period (in months) | 1 month | ||||||||||
Maximum | |||||||||||
Revenue recognition: | |||||||||||
Advertising campaign revenue period (in months) | 12 months | ||||||||||
Choose Digital Inc. | |||||||||||
Goodwill and Certain Other Long-Lived Assets: | |||||||||||
Impairment loss | $ 2,095,000 | ||||||||||
Write off of intangible assets | 1,331,000 | ||||||||||
Wetpaint.com Inc. | |||||||||||
Goodwill and Certain Other Long-Lived Assets: | |||||||||||
Impairment loss | 15,507,000 | ||||||||||
Write off of intangible assets | $ 11,469,000 | ||||||||||
Software | |||||||||||
Property and Equipment: | |||||||||||
Property and equipment useful life (in years) | 3 years | ||||||||||
Furniture and Fixtures | |||||||||||
Property and Equipment: | |||||||||||
Property and equipment useful life (in years) | 4 years | ||||||||||
Discontinued Operations, Disposed of by Sale | Viggle | |||||||||||
Marketable Securities: | |||||||||||
Consideration received (in shares) | shares | 1,370,000 |
Segments (Details)
Segments (Details) $ in Thousands | Jan. 31, 2016reporting_unit | Feb. 29, 2016reporting_unit | Feb. 29, 2016operating_segment | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016USD ($)operating_segment | Mar. 31, 2015USD ($) |
Segment Reporting Information [Line Items] | ||||||||
Number of operating segments | 1 | 3 | 3 | 3 | ||||
Reportable Segments: | ||||||||
Revenues | $ 678 | $ 1,404 | $ 3,933 | $ 4,294 | ||||
Reconciliation of Net Loss: | ||||||||
Net loss for reportable segments, net of income taxes | (6,008) | (10,434) | (54,344) | (33,037) | ||||
Net loss, including other | (2,284) | (3,168) | (38,546) | (11,625) | ||||
Interest expense | (1,083) | (935) | (2,866) | (1,415) | ||||
Consolidated net loss from continuing operations, net of income taxes | (6,008) | (10,434) | (54,344) | (33,037) | ||||
DraftDay Gaming Group | ||||||||
Reconciliation of Net Loss: | ||||||||
Cash transferred to subsidiary | $ 736 | |||||||
Cash consideration | $ 500 | |||||||
Operating Segments | ||||||||
Reportable Segments: | ||||||||
Revenues | 487 | 929 | 2,274 | 3,464 | ||||
Net loss, net of income taxes | (2,441) | (2,992) | (38,406) | (10,996) | ||||
Reconciliation of Net Loss: | ||||||||
Net loss for reportable segments, net of income taxes | (2,441) | (2,992) | (38,406) | (10,996) | ||||
Consolidated net loss from continuing operations, net of income taxes | (2,441) | (2,992) | (38,406) | (10,996) | ||||
Operating Segments | Wetpaint.com Inc. | ||||||||
Reportable Segments: | ||||||||
Revenues | 228 | 707 | 1,274 | 2,788 | ||||
Net loss, net of income taxes | (839) | (1,987) | (31,177) | (7,074) | ||||
Operating Segments | Choose Digital Inc. | ||||||||
Reportable Segments: | ||||||||
Revenues | 161 | 222 | 576 | 676 | ||||
Net loss, net of income taxes | (401) | (1,005) | (4,521) | (3,922) | ||||
Operating Segments | DraftDay Gaming Group | ||||||||
Reportable Segments: | ||||||||
Revenues | 98 | 0 | 424 | 0 | ||||
Net loss, net of income taxes | (1,201) | 0 | (2,708) | 0 | ||||
Intersegment Eliminations | ||||||||
Reportable Segments: | ||||||||
Revenues | 66 | 350 | 1,285 | 448 | ||||
Intersegment Eliminations | Wetpaint.com Inc. | ||||||||
Reportable Segments: | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Intersegment Eliminations | Choose Digital Inc. | ||||||||
Reportable Segments: | ||||||||
Revenues | 66 | 350 | 1,285 | 448 | ||||
Intersegment Eliminations | DraftDay Gaming Group | ||||||||
Reportable Segments: | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Segment Reconciling Items | ||||||||
Reconciliation of Net Loss: | ||||||||
Other net gain (loss) | 157 | (176) | (140) | (629) | ||||
Stock compensation related to corporate financing activities | (2,517) | (5,437) | (11,017) | (16,976) | ||||
Corporate expenses allocated to discontinued operations | (124) | (894) | (1,915) | (3,021) | ||||
Interest expense | $ (1,083) | $ (935) | $ (2,866) | $ (1,415) |
Discontinued Operations (Asset
Discontinued Operations (Asset Purchase Agreement) (Details) - Feb. 08, 2016 - Viggle - Discontinued Operations, Disposed of by Sale | CAD / shares | USD ($)shares | USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration transferred | $ | $ 5,110,000 | ||
Consideration received (in shares) | shares | 1,370,000 | ||
Contingent consideration (in shares) | shares | 2,000,000 | ||
Revenue threshold for earn-out provision | $ | $ 130,000,000 | ||
Gain (loss) on disposition of business, net of transaction costs | $ | $ 6,969,000 | ||
Scenario Threshold One | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Investment warrant (in shares) | shares | 1,000,000 | ||
Warrants, exercise price per share (in dollars per warrant) | CAD / shares | CAD 6.25 | ||
Stock price threshold | CAD / shares | 12.50 | ||
Threshold consecutive trading days | 20 days | ||
Period to from closing of transaction | 2 years | ||
Scenario Threshold Two | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Investment warrant (in shares) | shares | 1,000,000 | ||
Warrants, exercise price per share (in dollars per warrant) | CAD / shares | 6.25 | ||
Stock price threshold | CAD / shares | CAD 18.75 | ||
Threshold consecutive trading days | 20 days | ||
Period to from closing of transaction | 2 years |
Discontinued Operations (Result
Discontinued Operations (Results of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net income (loss) | $ 7,605 | $ (10,177) | $ (2,168) | $ (27,407) |
Viggle | Discontinued Operations, Disposed of by Sale | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Revenues | 376 | 3,617 | 6,285 | 14,387 |
Cost of watchpoints and engagement points | (203) | (2,758) | (3,434) | (6,948) |
Selling, general and administrative expenses | (1,307) | (11,014) | (13,715) | (34,766) |
Other income | 8,739 | 0 | 8,739 | 0 |
Income (loss) before income taxes | 7,605 | (10,155) | (2,125) | (27,327) |
Income taxes | 0 | (22) | (43) | (80) |
Net income (loss) | $ 7,605 | $ (10,177) | $ (2,168) | $ (27,407) |
Discontinued Operations (Cash F
Discontinued Operations (Cash Flows in Discontinued Operations) (Details) - Viggle - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||||
Net cash provided by (used in) operating activities | $ (1,322) | $ (4,502) | $ (5,716) | $ (13,130) |
Net cash used in investing activities | 0 | (151) | 0 | (422) |
Net cash provided by (used in) | $ (1,322) | $ (4,653) | $ (5,716) | $ (13,552) |
Discontinued Operations (Assets
Discontinued Operations (Assets and Liabilities Held for Sale) (Details) - Viggle - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Assets | ||
Accounts receivable | $ 450 | $ 3,281 |
Prepaid expenses | 0 | 150 |
Property & equipment, net | 0 | 114 |
Intangibles assets, net | 0 | 2,630 |
Goodwill | 0 | 5,201 |
Other assets | 0 | 40 |
Total assets held for sale | 450 | 11,416 |
Liabilities | ||
Accounts payable and accrued expenses | 4,174 | 4,249 |
Reward points payable | 0 | 9,029 |
Deferred tax liabilities | 0 | 538 |
Total liabilities held for sale | $ 4,174 | $ 13,816 |
Acquisitions (Acquisition of Ch
Acquisitions (Acquisition of Choose Digital) (Details) - Choose Digital Inc. - USD ($) $ in Thousands | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 24, 2015 | Mar. 31, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||||||
Period for average closing price | 5 days | ||||||||
Contingent consideration liability | $ 4,792 | $ 4,792 | |||||||
Other payments to acquire businesses | $ 517 | $ 521 | $ 524 | $ 528 | $ 532 | $ 668 | |||
Contingent consideration including interest | $ 1,754 | ||||||||
Contingent consideration, interest | 170 | 12 | |||||||
Contingent consideration, legal fees | $ 82 | ||||||||
Interest expense | $ 26 |
Acquisitions (Acquisition of Dr
Acquisitions (Acquisition of DraftDay.com) (Details) $ / shares in Units, $ in Thousands | Sep. 08, 2015USD ($)member$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 23, 2015 | Jun. 30, 2015$ / sharesshares | Sep. 16, 2013$ / shares | May. 10, 2012$ / sharesshares |
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Number of warrants issued (in warrants) | 21,364 | ||||||
Warrants, exercise price per share (in dollars per warrant) | $ / shares | $ 92 | $ 640 | |||||
Common stock, shares issued (in shares) | 36,639,383 | 23,383,125 | |||||
Common stock issued to settle notes | $ | $ 824 | $ 0 | |||||
Preferred stock issued to settle note | $ | $ 110 | $ 0 | |||||
Stated interest rate (as a percent) | 12.00% | ||||||
DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 1,353,975 | ||||||
MGT Sports | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 1,269,342 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Third Parties | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 84,633 | ||||||
Promissory Note | |||||||
Business Acquisition [Line Items] | |||||||
Stated interest rate (as a percent) | 5.00% | ||||||
Promissory Note due September 29, 2015 | Promissory Note | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | $ 250 | ||||||
Promissory Note due September 29, 2015 | Promissory Note | MGT Sports | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | 234 | ||||||
Promissory Note due September 29, 2015 | Promissory Note | Third Parties | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | 16 | ||||||
Promissory Note due March 8, 2016 | Promissory Note | MGT Sports | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | 1,875 | ||||||
Promissory Note due March 8, 2016 | Promissory Note | Third Parties | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | 125 | ||||||
Promissory Note due September 8, 2015 | Promissory Note | |||||||
Business Acquisition [Line Items] | |||||||
Liabilities incurred | $ | $ 2,000 | ||||||
DraftDay Gaming Group | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares issued (in shares) | 11,250,000 | ||||||
Number of board members | member | 3 | ||||||
Number of board members designated by parent | member | 2 | ||||||
Number of board members designated by affiliate | member | 1 | ||||||
DraftDay Gaming Group | MGT Sports | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 2,550,000 | ||||||
Number of warrants issued (in warrants) | 1,500,000 | ||||||
Warrants, exercise price per share (in dollars per warrant) | $ / shares | $ 0.40 | ||||||
DraftDay Gaming Group | Third Parties | DraftDay | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in acquisition (in shares) | 150,000 | ||||||
Number of warrants issued (in warrants) | 350,000 | ||||||
Warrants, exercise price per share (in dollars per warrant) | $ / shares | $ 0.40 | ||||||
Affiliated Entity | DraftDay Gaming Group | Sportech | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares issued (in shares) | 9,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, gross | $ 3,917 | $ 3,917 | $ 3,937 | ||
Accumulated Depreciation and Amortization | (2,088) | (2,088) | (1,603) | ||
Property and Equipment, net | 1,829 | 1,829 | 2,334 | ||
Depreciation and amortization | 124 | $ 75 | 403 | $ 233 | |
Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, gross | 2,710 | 2,710 | 2,886 | ||
Furniture and Fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, gross | 588 | 588 | 588 | ||
Computer Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, gross | 456 | 456 | 458 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, gross | $ 163 | $ 163 | $ 5 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill (Intangible Assets By Amortization Period) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amount | $ 11,450 | $ 11,450 | $ 23,235 | ||
Accumulated Amortization | (5,290) | (5,290) | (4,552) | ||
Carrying Value | 6,160 | 6,160 | 18,683 | ||
Capitalized software | 0 | 0 | $ 1,610 | ||
Amortization expense | 219 | $ 498 | $ 487 | $ 718 | |
Technology and software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 36 months | 36 months | |||
Amount | 0 | $ 0 | $ 1,610 | ||
Accumulated Amortization | 0 | 0 | (515) | ||
Carrying Value | 0 | 0 | 1,095 | ||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amount | 326 | 326 | 326 | ||
Accumulated Amortization | (16) | (16) | (8) | ||
Carrying Value | 310 | $ 310 | $ 318 | ||
Wetpaint.com Inc. | Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 276 months | 276 months | |||
Amount | 1,423 | $ 1,423 | $ 5,800 | ||
Accumulated Amortization | (404) | (404) | (296) | ||
Carrying Value | 1,019 | $ 1,019 | $ 5,504 | ||
Wetpaint.com Inc. | Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 60 months | 60 months | |||
Amount | 917 | $ 917 | $ 2,000 | ||
Accumulated Amortization | (822) | (822) | (617) | ||
Carrying Value | 95 | $ 95 | $ 1,383 | ||
Wetpaint.com Inc. | Noncompete Agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 36 months | 36 months | |||
Amount | 0 | $ 0 | $ 609 | ||
Accumulated Amortization | 0 | 0 | (313) | ||
Carrying Value | 0 | $ 0 | $ 296 | ||
Wetpaint.com Inc. | Technology and software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 60 months | 60 months | |||
Amount | 4,932 | $ 4,932 | $ 10,600 | ||
Accumulated Amortization | (3,184) | (3,184) | (2,336) | ||
Carrying Value | 1,748 | $ 1,748 | $ 8,264 | ||
Choose Digital Inc. | Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 60 months | 60 months | |||
Amount | 829 | $ 829 | $ 1,740 | ||
Accumulated Amortization | (544) | (544) | (355) | ||
Carrying Value | 285 | $ 285 | $ 1,385 | ||
Choose Digital Inc. | Technology and software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 60 months | 60 months | |||
Amount | 627 | $ 627 | $ 550 | ||
Accumulated Amortization | (190) | (190) | (112) | ||
Carrying Value | 437 | $ 437 | $ 438 | ||
DraftDay | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 120 months | ||||
DraftDay | Technology and software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization Period (in months) | 120 months | ||||
Amount | 2,396 | $ 2,396 | $ 0 | ||
Accumulated Amortization | (130) | (130) | 0 | ||
Carrying Value | $ 2,266 | $ 2,266 | $ 0 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill (Future Amortization of Intangible Assets) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 208 |
2,017 | 831 |
2,018 | 834 |
2,019 | 834 |
2,020 | $ 834 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill (Summary of Goodwill) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill [Roll Forward] | |||||
Balance at July 1, 2015 | $ 30,632,000 | ||||
Balance at March 31, 2016 | $ 15,652,000 | 15,652,000 | |||
Impairment loss | $ 0 | $ 0 | 30,402,000 | $ 0 | |
DraftDay | |||||
Goodwill [Roll Forward] | |||||
DraftDay preliminary purchase price allocation | 2,622,000 | ||||
Wetpaint.com Inc. | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (15,507,000) | ||||
Impairment loss | $ 15,507,000 | ||||
Choose Digital Inc. | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (2,095,000) | ||||
Impairment loss | $ 2,095,000 |
Loans Payable (Schedule of Loan
Loans Payable (Schedule of Loans Payable) (Details) - USD ($) | Mar. 31, 2016 | Mar. 29, 2016 | Dec. 04, 2015 | Dec. 03, 2015 | Jun. 30, 2015 | Jun. 11, 2015 |
Debt Instrument [Line Items] | ||||||
Outstanding balances | $ 25,817,000 | $ 24,091,000 | ||||
Line of Credit | SIC III Line Of Credit Note | ||||||
Debt Instrument [Line Items] | ||||||
Total facility amount | 20,000,000 | |||||
Outstanding balances | 19,666,000 | 19,516,000 | ||||
Line of Credit | Line of Credit Grid Note | ||||||
Debt Instrument [Line Items] | ||||||
Total facility amount | 10,000,000 | $ 10,000,000 | ||||
Outstanding balances | 4,563,000 | $ 4,563,000 | $ 8,675,000 | 3,000,000 | ||
Line of Credit | Secured Revolving Loan | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding balances | 1,500,000 | 0 | ||||
Line of Credit | Secured Revolving Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Total facility amount | 500,000 | $ 500,000 | ||||
Outstanding balances | 88,000 | 0 | ||||
Unsecured Debt | Unsecured Demand Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt issue amount | 0 | 1,575,000 | ||||
Outstanding balances | $ 0 | $ 1,575,000 |
Loans Payable (Line of Credit P
Loans Payable (Line of Credit Promissory Note) (Details) - USD ($) | Oct. 24, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 23, 2015 | Mar. 16, 2015 | Dec. 15, 2014 | Nov. 25, 2014 | Sep. 16, 2013 | May. 10, 2012 |
Line of Credit Facility [Line Items] | ||||||||||||
Stated interest rate (as a percent) | 12.00% | |||||||||||
Outstanding balances | $ 25,817,000 | $ 25,817,000 | $ 24,091,000 | |||||||||
Warrants, exercise price per share (in dollars per warrant) | $ 92 | $ 640 | ||||||||||
Stock compensation expense related to issuance of warrants | 0 | $ 208,000 | ||||||||||
SIC III Line Of Credit Note | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Outstanding balances | 19,666,000 | 19,666,000 | 19,516,000 | |||||||||
Affiliated Entity | Securities Purchase Agreement | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Stock compensation expense related to issuance of warrants | 2,049,000 | |||||||||||
Affiliated Entity | Securities Purchase Agreement | Series C Convertible Redeemable Preferred Stock | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Temporary equity, shares subscribed but unissued, subscriptions receivable | $ 10,000,000 | |||||||||||
Warrants unissued (in warrants) | 500,000 | |||||||||||
Exercise price above market value of common stock (as a percent) | 10.00% | 10.00% | 10.00% | |||||||||
Stock compensation expense related to issuance of warrants | $ 2,091,000 | |||||||||||
Affiliated Entity | Securities Purchase Agreement | SIC III Line Of Credit Note | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt issue amount | $ 20,000,000 | $ 20,000,000 | ||||||||||
Affiliated Entity | Securities Purchase Agreement | SIC III Line Of Credit Note | Series C Convertible Redeemable Preferred Stock | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Warrants, exercise price per share (in dollars per warrant) | $ 1.78 | $ 2.98 | ||||||||||
Line of Credit | Securities Purchase Agreement | SIC III Line Of Credit Note | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Number of warrants issued for each $1,000 advanced under line of credit | 50,000 | |||||||||||
Line of Credit | Affiliated Entity | Securities Purchase Agreement | SIC III Line Of Credit Note | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Temporary equity, shares subscribed but unissued, subscriptions receivable | $ 30,000,000 | |||||||||||
Maximum borrowing capacity | $ 20,000,000 | |||||||||||
Warrants unissued (in warrants) | 1,000,000 | |||||||||||
Exercise price above market value of common stock (as a percent) | 10.00% | |||||||||||
Stated interest rate (as a percent) | 12.00% | |||||||||||
Debt issue amount | $ 15,500,000 | |||||||||||
Debt discount percentage | 3.00% | 3.00% | ||||||||||
Accretion of discount | $ 266,000 | |||||||||||
Unamortized discount | $ 600,000 | 600,000 | ||||||||||
Stated interest rate in event of default (as a percent) | 17.00% | |||||||||||
Common stock, shares outstanding (in warrants) | 775,000 | |||||||||||
Warrants, exercise price per share (in dollars per warrant) | $ 3.51 | $ 3.63 | ||||||||||
Exercisable period (in years) | 5 years | |||||||||||
Maximum loan to officer | $ 500,000 | |||||||||||
Limitation on indebtedness | $ 1,000,000 | |||||||||||
Minimum sale amount for material technology or intellectual property, term (in years) | 12 months | |||||||||||
Minimum fair value of assets involved in payment, contribution or assignment | $ 1,000,000 | |||||||||||
Minimum sale amount for material technology or intellectual property | 500,000 | |||||||||||
Interest expense | $ 607,000 | $ 593,000 | $ 1,834,000 | $ 785,000 | ||||||||
Line of Credit | Affiliated Entity | Securities Purchase Agreement | SIC III Line Of Credit Note | Initial Draw On Line Of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt issue amount | $ 4,500,000 | |||||||||||
Common stock, shares outstanding (in warrants) | 225,000 |
Loans Payable (Unsecured Demand
Loans Payable (Unsecured Demand Loans) (Details) - USD ($) | Jun. 01, 2015 | Mar. 16, 2015 | Nov. 25, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 23, 2015 |
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 12.00% | ||||||||
Principal outstanding | $ 25,817,000 | $ 25,817,000 | $ 24,091,000 | ||||||
Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 5,000,000 | $ 7,000,000 | |||||||
Series C Convertible Redeemable Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Temporary equity, shares issued (in shares) | 10,000 | 10,000 | 10,000 | ||||||
Securities Purchase Agreement | Affiliated Entity | Series C Convertible Redeemable Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Temporary equity, shares issued (in shares) | 7,000 | 3,000 | |||||||
Proceeds from issuance of convertible stock | $ 7,000,000 | $ 3,000,000 | |||||||
Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest accrued and unpaid | $ 798,000 | ||||||||
12/19/2014 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | $ 2,000,000 | ||||||||
1/14/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 2,000,000 | ||||||||
1/30/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 2,000,000 | ||||||||
2/13/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 750,000 | ||||||||
2/26/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 1,000,000 | ||||||||
3/2/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 1,000,000 | ||||||||
3/16/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 3,000,000 | ||||||||
4/20/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 1,000,000 | ||||||||
5/5/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 500,000 | ||||||||
5/14/2015 | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | 325,000 | ||||||||
Unsecured Demand Loans | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand loans | $ 13,575,000 | ||||||||
Stated interest rate (as a percent) | 12.00% | ||||||||
Principal amount | $ 0 | $ 0 | $ 1,575,000 | ||||||
Principal outstanding | 0 | 0 | $ 1,575,000 | ||||||
Interest expense | $ 0 | $ 171,000 | $ 1,000 | $ 179,000 |
Loans Payable (Line of Credit G
Loans Payable (Line of Credit Grid Note) (Details) | Dec. 03, 2015USD ($)$ / sharesshares | Nov. 25, 2015USD ($) | Oct. 30, 2015USD ($) | Oct. 13, 2015USD ($) | Sep. 29, 2015USD ($) | Sep. 15, 2015USD ($) | Aug. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Jul. 01, 2015USD ($) | Jun. 24, 2015USD ($) | Jun. 11, 2015USD ($) | Sep. 16, 2013 | Mar. 31, 2016USD ($) | Nov. 25, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 23, 2015 | Dec. 04, 2015USD ($) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Stated interest rate (as a percent) | 12.00% | ||||||||||||||||||
Number of shares issued | shares | 8,750,000 | ||||||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 0.47 | ||||||||||||||||||
Loans converted to common stock | $ 4,112,000 | $ 4,112,000 | $ 0 | ||||||||||||||||
Outstanding balances | $ 25,817,000 | 25,817,000 | $ 24,091,000 | ||||||||||||||||
Line of Credit | Line of Credit Grid Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Current borrowing capacity | $ 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||
Stated interest rate (as a percent) | 12.00% | ||||||||||||||||||
Stated interest rate in event of default (as a percent) | 14.00% | ||||||||||||||||||
Minimum interest coverage ratio, term | 12 months | ||||||||||||||||||
Minimum interest coverage ratio | 1 | ||||||||||||||||||
Proceeds from lines of credit | $ 1,000,000 | $ 600,000 | $ 500,000 | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | $ 1,000,000 | $ 10,100,000 | |||||||||
Repayments of lines of credit | $ 1,425,000 | ||||||||||||||||||
Outstanding balances | $ 8,675,000 | 4,563,000 | 4,563,000 | $ 4,563,000 | $ 3,000,000 | ||||||||||||||
Debt default, term after due date (in days) | 5 days | 5 days | |||||||||||||||||
Interest expense | $ 138,000 | $ 435,000 |
Loans Payable (Secured and $500
Loans Payable (Secured and $500 Line of Credit) (Details) - USD ($) | Mar. 31, 2016 | Mar. 29, 2016 | Dec. 23, 2015 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | ||||
Stated interest rate (as a percent) | 12.00% | |||
Outstanding balances | $ 25,817,000 | $ 24,091,000 | ||
Line of Credit | Secured Revolving Loan | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balances | 1,500,000 | 0 | ||
Line of Credit | Secured Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Current borrowing capacity | 500,000 | $ 500,000 | ||
Outstanding balances | $ 88,000 | $ 0 |
Loans Payable (Loan from Perk)
Loans Payable (Loan from Perk) (Details) | Feb. 08, 2016shares | Dec. 23, 2015USD ($) | Dec. 14, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)advance | Mar. 31, 2016USD ($) | Dec. 13, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 12.00% | ||||||
Reduction in common stock payable (in shares) | shares | 130,000 | ||||||
Common stock payable (in shares) | shares | 1,500,000 | ||||||
Line of Credit | Credit Agreement with Perk | |||||||
Debt Instrument [Line Items] | |||||||
Number of advances | advance | 2 | ||||||
Proceeds from lines of credit | $ 333,000 | $ 667,000 | $ 1,000,000 | ||||
Maximum borrowing capacity | $ 0 | $ 0 | $ 1,000,000 | ||||
Default interest rate (as a percent) | 12.00% | ||||||
Interest expense | $ 0 | $ 0 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Thousands | May. 09, 2016 | Apr. 25, 2016 | Apr. 19, 2016 | Mar. 29, 2016 | Mar. 28, 2016 | Mar. 02, 2016 |
Notice by 902 Associates | ||||||
Loss Contingencies [Line Items] | ||||||
Unpaid rent | $ 226 | |||||
North America Photon Infotech Ltd. | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought | $ 218 | |||||
Pandora Media Inc. | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought | $ 125 | |||||
Subsequent Event | Notice by 902 Associates | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement of rent in arrears | $ 50 | |||||
Subsequent Event | Carpathia Hosting, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought | $ 658 | |||||
Subsequent Event | Coda Search LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought | $ 27 |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) | Mar. 31, 2016voteseriesshares | Jun. 30, 2015shares |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 36,639,383 | 23,383,125 |
Voting rights per share (in votes) | vote | 1 | |
Number of series of preferred stock authorized | series | 4 |
Stockholders' Equity (Series A
Stockholders' Equity (Series A Convertible Redeemable Preferred Stock) (Details) - Series A Convertible Redeemable Preferred Stock | Sep. 16, 2013$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | shares | 100,000 |
Preferred stock, par value (in dollars per share) | $ 1,000 |
Quarterly dividend rate (as a percent) | 7.00% |
Redemption price (in dollars per share) | $ 1.15 |
Anniversary period (in months) | 42 months |
Voting percentage required to create, issue or amend preferred stock | 51.00% |
Share price (in dollars per share) | $ 1 |
Year One | |
Class of Stock [Line Items] | |
Conversion percentage | 8.00% |
Year Two | |
Class of Stock [Line Items] | |
Conversion percentage | 6.00% |
Year Three | |
Class of Stock [Line Items] | |
Conversion percentage | 4.00% |
After Year Three, Before Forty Two Months | |
Class of Stock [Line Items] | |
Conversion percentage | 2.00% |
After Forty Two Months | |
Class of Stock [Line Items] | |
Conversion percentage | 0.00% |
Maximum | |
Class of Stock [Line Items] | |
Percent of proceeds, which no convertible stock premium is due | 33.00% |
Stockholders' Equity (Series B
Stockholders' Equity (Series B Convertible Preferred Stock) (Details) - USD ($) | Jun. 24, 2015 | Sep. 16, 2013 | Mar. 31, 2016 | Jun. 30, 2015 |
Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 50,000 | 50,000 | 50,000 | |
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |
Redemption price (in dollars per share) | $ 1.15 | |||
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 | |||
Voting percentage required to create, issue or amend preferred stock | 51.00% | |||
Clause Two | Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Minimum shares of stock trading per day (in shares) | 25,000 | |||
Minimum | Clause One | Five Days | Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 1.67 | |||
Line of Credit | Line of Credit Grid Note | ||||
Class of Stock [Line Items] | ||||
Debt default, term after due date (in days) | 5 days | 5 days |
Stockholders' Equity (Series C
Stockholders' Equity (Series C Convertible Redeemable Preferred Stock) (Details) - Series C Convertible Redeemable Preferred Stock - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 |
Class of Stock [Line Items] | ||||||
Temporary equity, shares authorized (in shares) | 100,000 | 100,000 | 100,000 | 100,000 | ||
Temporary equity par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||
Preferred stock, dividend rate, percentage | 12.00% | |||||
Number of days per year over which the dividend rate is computed | 360 days | |||||
Number of months per year over which the dividend rate is computed | 12 months | |||||
Number of days in each month over which the dividend rate is computed | 30 days | |||||
Redemption price per share (in dollars per share) | $ 4 | |||||
Early redemption premium (as a percent) | 6.00% | |||||
Percent excluded from redemption fee | 33.00% | |||||
Conversion price excluded from redemption fee (in dollars per share) | $ 5 | |||||
Accretion of dividends | $ 303 | $ 99 | $ 916 | $ 164 |
Stockholders' Equity (Series D
Stockholders' Equity (Series D Convertible Preferred Stock) (Details) - Series D Preferred Stock - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 |
Class of Stock [Line Items] | ||
Preferred stock, shares issued (in shares) | 110 | 0 |
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares issued upon conversion (in shares) | 3,333 | |
Beneficial ownership interest percentage threshold | 9.99% | |
Preferred stock, shares outstanding (in shares) | 110 | 0 |
Stockholders' Equity (Securitie
Stockholders' Equity (Securities Purchase Agreement) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2015 | Nov. 25, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Oct. 24, 2014 | Sep. 16, 2013 | May. 10, 2012 |
Class of Stock [Line Items] | ||||||||
Number of warrants issued (in warrants) | 21,364 | |||||||
Warrants, exercise price per share (in dollars per warrant) | $ 92 | $ 640 | ||||||
Stock compensation expense related to issuance of warrants | $ 0 | $ 208 | ||||||
Series C Convertible Redeemable Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares issued (in shares) | 10,000 | 10,000 | ||||||
Securities Purchase Agreement | Affiliated Entity | ||||||||
Class of Stock [Line Items] | ||||||||
Stock compensation expense related to issuance of warrants | $ 2,049 | |||||||
Securities Purchase Agreement | Affiliated Entity | Series C Convertible Redeemable Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares subscribed but unissued (in shares) | 10,000 | |||||||
Temporary equity, shares subscribed but unissued, subscriptions receivable | $ 10,000 | |||||||
Warrants unissued (in warrants) | 500,000 | |||||||
Exercise price above market value of common stock (as a percent) | 10.00% | 10.00% | 10.00% | |||||
Temporary equity, shares issued (in shares) | 7,000 | 3,000 | ||||||
Sale of Class C convertible redeemable preferred stock | $ 7,000 | $ 3,000 | ||||||
Number of warrants issued (in warrants) | 350,000 | 150,000 | ||||||
Stock compensation expense related to issuance of warrants | $ 2,091 | |||||||
SIC III Line Of Credit Note | Securities Purchase Agreement | Affiliated Entity | Series C Convertible Redeemable Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Class of warrant or right, unissued, number of warrants issued for each $1,000 paid for temporary equity shares (in warrants) | 50,000 | |||||||
Warrants, exercise price per share (in dollars per warrant) | $ 1.78 | $ 2.98 |
Stockholders' Equity (Subscript
Stockholders' Equity (Subscription Agreement) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 03, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Equity [Abstract] | |||
Number of shares issued | 8,750,000 | ||
Shares issued, price per share (in dollars per share) | $ 0.47 | ||
Loans converted to common stock | $ 4,112 | $ 4,112 | $ 0 |
Stockholders' Equity (Non-contr
Stockholders' Equity (Non-controlling Interest) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 03, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Class of Stock [Line Items] | ||||
Shares issued, price per share (in dollars per share) | $ 0.47 | |||
Stock issued value | $ 4,112 | $ 4,112 | $ 0 | |
Preferred Stock | Sportech | Series A Preferred Stock | DraftDay Gaming Group | ||||
Class of Stock [Line Items] | ||||
Shares issued, price per share (in dollars per share) | $ 1 | $ 1 | ||
Stock issued value | $ 93 |
Share-Based Payments (Restricte
Share-Based Payments (Restricted Stock) (Details) - Restricted Stock Units | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Shares | |
Nonvested at July 1, 2015 (in shares) | shares | 357,685 |
Granted (in shares) | shares | 351,427 |
Vested (in shares) | shares | (330,489) |
Forfeited and cancelled (in shares) | shares | (152,447) |
Nonvested at March 31, 2016 (in shares) | shares | 226,176 |
Weighted Average Grant Date Fair Value | |
Nonvested at July 1, 2015 (in dollars per shares) | $ / shares | $ 52.23 |
Granted (in dollars per shares) | $ / shares | 1.63 |
Vested (in dollars per shares) | $ / shares | 54.10 |
Forfeited and cancelled (in dollars per shares) | $ / shares | 3.65 |
Nonvested at March 31, 2016 (in dollars per shares) | $ / shares | $ 4.71 |
Share-Based Payments (Stock Opt
Share-Based Payments (Stock Options) (Details) - $ / shares | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Options | ||
Outstanding at July 1, 2015 (in shares) | 1,181,630 | |
Granted (in shares) | 235,333 | 310,335 |
Exercised (in shares) | 0 | |
Forfeited and cancelled (in shares) | (359,330) | |
Outstanding at March 31, 2016 (in shares) | 1,057,633 | |
Exercisable at March 31, 2016 (in shares) | 959,561 | |
Weighted average exercise price | ||
Outstanding at July 1, 2015 (in dollars per shares) | $ 11.18 | |
Granted (in dollars per shares) | 0.46 | |
Exercised (in dollars per shares) | 0 | |
Forfeited and cancelled (in dollars per shares) | 6.01 | |
Outstanding at March 31, 2016 (in dollars per shares) | 10.63 | |
Exercisable at March 31, 2016 (in dollars per shares) | $ 11.20 |
Share-Based Payments (Assumptio
Share-Based Payments (Assumptions Used) (Details) - Stock Options - $ / shares | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected volatility (as a percent) | 80.00% | 80.00% |
Risk-free interest rate (as a percent) | 1.94% | 2.04% |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Expected life (in years) | 6 years 6 months | 6 years 6 months |
Estimated fair value per option granted (in dollars per share) | $ 0.33 | $ 2.55 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Feb. 21, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 235,333 | 310,335 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation | $ 11,951 | $ 19,252 | |
Unrecognized share-based compensation costs | 479 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation | 380 | $ 3,700 | |
Unrecognized share-based compensation costs | $ 185 | ||
Expiration period (in years) | 10 years | ||
Unrecognized share-based compensation costs, period for recognition (in years) | 4 years | ||
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
2011 Executive Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for delivery under plan (in shares) | 6,250,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 182,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 03, 2015USD ($)$ / sharesshares | Sep. 22, 2015member | Jan. 22, 2015member | Mar. 10, 2014USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 29, 2016USD ($) | Jan. 27, 2016USD ($) | Dec. 23, 2015 | Dec. 04, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 11, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage by noncontrolling interest (greater than) | 49.00% | 49.00% | ||||||||||||
Write-off, allowance for doubtful accounts receivables | $ 127,000 | |||||||||||||
Viggle points were redeemed for DDGG context entry fees | $ 39,000 | |||||||||||||
Number of shares issued | shares | 8,750,000 | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 0.47 | |||||||||||||
Loans converted to common stock | $ 4,112,000 | 4,112,000 | $ 0 | |||||||||||
Outstanding balances | 25,817,000 | 25,817,000 | $ 24,091,000 | |||||||||||
Stated interest rate (as a percent) | 12.00% | |||||||||||||
Line of Credit | Line of Credit Grid Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Outstanding balances | $ 8,675,000 | 4,563,000 | 4,563,000 | $ 4,563,000 | 3,000,000 | |||||||||
Current borrowing capacity | 10,000,000 | 10,000,000 | $ 10,000,000 | |||||||||||
Stated interest rate (as a percent) | 12.00% | |||||||||||||
Line of Credit | Secured Revolving Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Outstanding balances | 1,500,000 | 1,500,000 | 0 | |||||||||||
Line of Credit | Secured Revolving Line of Credit | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Outstanding balances | 88,000 | 88,000 | 0 | |||||||||||
Current borrowing capacity | $ 500,000 | 500,000 | $ 500,000 | |||||||||||
Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | shares | 8,750,000 | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 0.47 | |||||||||||||
Licensing Agreements | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amortization period (in years) | 10 years | |||||||||||||
Commissions on Sales and Reimbursement for Barter Transaction Expenses [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expense from transactions with related party | $ 432,000 | |||||||||||||
Circle Entertainment Inc. | Legal and Administrative Services | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage by noncontrolling interest (greater than) | 10.00% | 10.00% | ||||||||||||
Revenue from related parties | $ 14,000 | 20,000 | ||||||||||||
Due from related parties | $ 0 | 0 | 113,000 | |||||||||||
Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Reimbursement for services provided (as a percent) | 20.00% | |||||||||||||
SFX Holding Corporation | Legal and Administrative Services | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expense reimbursement from related parties | 42,000 | 167,000 | ||||||||||||
Related Party Transaction, Due from (to) Related Party | (139,000) | (139,000) | $ 135,000 | |||||||||||
SFX Holding Corporation | Audio Recognition And Related Loyalty Program Software License And Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue from related parties | 125,000 | $ 125,000 | 375,000 | $ 375,000 | ||||||||||
Amounts of transaction | $ 5,000,000 | |||||||||||||
Agreement term (in years) | 10 years | |||||||||||||
SFX94 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of employees hired | member | 8 | |||||||||||||
SFX-94 | Commissions on Sales and Reimbursement for Barter Transaction Expenses [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of employees hired | member | 25 | |||||||||||||
Commission on sales (as a percent) | 25.00% | |||||||||||||
Sillerman Investment Company VI LLC | Affiliated Entity | Line of Credit | Secured Revolving Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Outstanding balances | 1,500,000 | 1,500,000 | ||||||||||||
Current borrowing capacity | $ 1,500,000 | |||||||||||||
Stated interest rate (as a percent) | 12.00% | |||||||||||||
Sillerman Investment Company VI LLC | Affiliated Entity | Line of Credit | Secured Revolving Line of Credit | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Outstanding balances | $ 88,000 | $ 88,000 | ||||||||||||
Current borrowing capacity | $ 500,000 | |||||||||||||
Stated interest rate (as a percent) | 12.00% |
Fair Value Measurement (Additio
Fair Value Measurement (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 16, 2013 | May. 10, 2012 | Mar. 31, 2016 | Mar. 31, 2015 | Feb. 08, 2016 | Jun. 30, 2015 | Jun. 24, 2015 |
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 | ||||||
Warrants, exercise price per share (in dollars per warrant) | $ 92 | $ 640 | |||||
Exercise period for warrants (in years) | 3 years | ||||||
Mark-to-market gain recorded on warrants | $ 0 | $ (5) | |||||
Fair value gain in financial assets | $ 68 | $ 0 | |||||
Choose Digital Inc. | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration liability | $ 4,792 | $ 4,792 | |||||
Warrant | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Conversion of stock, shares converted (in warrants) | 6,818 | ||||||
Common stock, shares outstanding (in warrants) | 14,545 | 14,545 | |||||
Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value of outstanding warrants | $ 5,281 | $ 10 | $ 10 | ||||
Warrant | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Other investment | 1,091 | $ 1,023 | |||||
Fair value gain in financial assets | $ 68 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation of Recurring Unobservable Inputs) (Details) - Warrant and Contingent Consideration $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at July 1, 2015 | $ 4,802 |
Perk warrants | 1,091 |
Contingent consideration payments | (3,050) |
Balance at March 31, 2016 | $ 2,843 |
Subsequent Events (Secured Line
Subsequent Events (Secured Lines of Credit) (Details) - USD ($) | Mar. 29, 2016 | May. 16, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 29, 2016 | Dec. 23, 2015 |
Subsequent Event [Line Items] | ||||||
Stated interest rate (as a percent) | 12.00% | |||||
Proceeds from loans | $ 9,688,000 | $ 31,150,000 | ||||
Line of Credit | Secured Revolving Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Current borrowing capacity | $ 500,000 | $ 500,000 | ||||
Proceeds from loans | $ 88,000 | |||||
Line of Credit | Secured Revolving Line of Credit | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from loans | $ 412,000 | |||||
Line of Credit | Secured Revolving Loan | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Current borrowing capacity | $ 500,000 | |||||
Stated interest rate (as a percent) | 12.00% | |||||
Proceeds from loans | $ 305,000 |
Subsequent Events (Rant Term Sh
Subsequent Events (Rant Term Sheet) (Details) - Subsequent Event - Rant, Inc. | Apr. 29, 2016USD ($) |
Subsequent Event [Line Items] | |
Cash consideration | $ 5,000,000 |
Period for Rant to provide audited financial statements | 45 days |
Minimum cash requirement at closing for acquiree | $ 2,000,000 |
Contract termination fee | $ 1,000,000 |
Minimum | |
Subsequent Event [Line Items] | |
Consideration transferred, equity interests issued and issuable (as a percent) | 20.00% |
Maximum | |
Subsequent Event [Line Items] | |
Consideration transferred, equity interests issued and issuable (as a percent) | 24.00% |
Subsequent Events (Legal Procee
Subsequent Events (Legal Proceedings) (Details) - USD ($) $ in Thousands | May. 09, 2016 | Apr. 25, 2016 | Apr. 19, 2016 | Mar. 29, 2016 | Mar. 28, 2016 | Mar. 02, 2016 |
Notice by 902 Associates | ||||||
Subsequent Event [Line Items] | ||||||
Unpaid rent | $ 226 | |||||
North America Photon Infotech Ltd. | ||||||
Subsequent Event [Line Items] | ||||||
Loss contingency, damages sought | $ 218 | |||||
Pandora Media Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Loss contingency, damages sought | $ 125 | |||||
Subsequent Event | Notice by 902 Associates | ||||||
Subsequent Event [Line Items] | ||||||
Settlement of rent in arrears | $ 50 | |||||
Subsequent Event | Carpathia Hosting, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Loss contingency, damages sought | $ 658 | |||||
Subsequent Event | Coda Search LLC | ||||||
Subsequent Event [Line Items] | ||||||
Loss contingency, damages sought | $ 27 |
Subsequent Events (NASDAQ Delis
Subsequent Events (NASDAQ Delisting and Preferred Stock Conversion) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 03, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Mar. 16, 2015 | Nov. 25, 2014 |
Subsequent Event [Line Items] | |||||||
Shares issued, price per share (in dollars per share) | $ 0.47 | ||||||
Stock issued value | $ 4,112 | $ 4,112 | $ 0 | ||||
Series C Convertible Redeemable Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity, shares issued (in shares) | 10,000 | 10,000 | |||||
Series C Convertible Redeemable Preferred Stock | Affiliated Entity | Securities Purchase Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity, shares issued (in shares) | 7,000 | 3,000 | |||||
Series C Convertible Redeemable Preferred Stock | Affiliated Entity | Securities Purchase Agreement | Sillerman Investment Company, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity, shares issued (in shares) | 10,000 | ||||||
Subsequent Event | Forecast | Sillerman Investment Company, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued value | $ 7,000 | ||||||
Subsequent Event | Forecast | Affiliated Entity | Securities Purchase Agreement | Sillerman Investment Company, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 22,580,645 | ||||||
Shares issued, price per share (in dollars per share) | $ 0.31 | ||||||
Subsequent Event | Forecast | Affiliated Entity | Securities Purchase Agreement | Mr. Sillerman and affiliate | |||||||
Subsequent Event [Line Items] | |||||||
Majority shareholder, ownership percentage (more than) | 50.00% | ||||||
Subsequent Event | Forecast | Series C Convertible Redeemable Preferred Stock | Affiliated Entity | Securities Purchase Agreement | Sillerman Investment Company, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Temporary equity, shares exchanged (in shares) | 7,000 |
Subsequent Events (Amendment to
Subsequent Events (Amendment to Forbearance Aggreement) (Details) - Choose Digital Inc. - USD ($) $ in Thousands | May. 18, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 24, 2015 | May. 12, 2016 | Mar. 31, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||||||||||
Period for average closing price | 5 days | ||||||||||
Contingent consideration liability | $ 4,792 | $ 4,792 | |||||||||
Other payments to acquire businesses | $ 517 | $ 521 | $ 524 | $ 528 | $ 532 | $ 668 | |||||
Contingent consideration including interest | $ 1,754 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Contingent consideration including interest | $ 1,754 | ||||||||||
Contingent consideration liability, monthly payment | $ 100 | ||||||||||
Stated interest rate | 9.00% | ||||||||||
Contingent consideration, shares pledged as collateral | 100,000 | ||||||||||
Subsequent Event | Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Other payments to acquire businesses | $ 300 |
Subsequent Events (Additional I
Subsequent Events (Additional Investment in DraftDay Gaming Group, Inc.) (Details) - USD ($) $ / shares in Units, $ in Thousands | May. 12, 2016 | May. 16, 2016 | Mar. 31, 2016 | Dec. 03, 2015 |
Subsequent Event [Line Items] | ||||
Shares issued, price per share (in dollars per share) | $ 0.47 | |||
Sportech | Series A Preferred Stock | Preferred Stock | DraftDay Gaming Group | ||||
Subsequent Event [Line Items] | ||||
Shares issued, price per share (in dollars per share) | $ 1 | |||
Subsequent Event | DDGG | ||||
Subsequent Event [Line Items] | ||||
Payments to acquired additional interest in subsidiary | $ 80 | |||
Subsequent Event | Parent Company | Series A Preferred Stock | Preferred Stock | DraftDay Gaming Group | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 550 | |||
Shares issued, price per share (in dollars per share) | $ 1 | |||
Subsequent Event | Sportech | Series A Preferred Stock | Preferred Stock | DraftDay Gaming Group | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 450 | |||
Shares issued, price per share (in dollars per share) | $ 1 |
Subsequent Events (Conversion o
Subsequent Events (Conversion of MGT Series D Preferred Shares to Common Stock) (Details) - shares | Apr. 13, 2016 | Mar. 31, 2016 | Jun. 30, 2015 |
Series D Preferred Stock | |||
Subsequent Event [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 110 | 0 | |
Subsequent Event | Series D Preferred Stock | |||
Subsequent Event [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 0 | ||
Subsequent Event | Preferred Stock | Series D Preferred Stock | |||
Subsequent Event [Line Items] | |||
Conversion of convertible securities (in shares) | (110) | ||
Subsequent Event | Common Stock | |||
Subsequent Event [Line Items] | |||
Conversion of convertible securities (in shares) | 366,630 |