Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.10.0.1
Discontinued Operations
9 Months Ended
Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Note 3. Discontinued Operations
 
On May 25, 2018, the Company commenced cessation of all the professional MMA promotion operations and supporting functions including ASM and began a plan of disposition. This action included the termination of all promotion and support employees. As of June 30, 2018, all the MMA promotions were either disposed or ceased operations. On September 13, 2018, the Company commenced cessation of the Athlete Management operations and began a plan of disposition. This action included the termination of all Athlete Management employees. As of September 30, 2018, the Athlete Management business unit was disposed.
 
The Company has reported the results of operations and financial position of the discontinued Professional MMA Promotion and Athlete Management businesses in discontinued operations within the condensed consolidated statements of operations and condensed consolidated balance sheets for all periods presented.
 
The results from discontinued operations were as follows:
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
September 30,
 
 
September
 
 
September 30,
 
 
September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Revenue, net
 
$
 
 
$
1,010,157 
 
 
$
1,663,382
 
 
$
2,759,166
 
Cost of revenue
 
 
 
 
 
774,671
 
 
 
1,084,028
 
 
 
1,881,153
 
Gross margin
 
 
 
 
 
235,486
 
 
 
579,354
 
 
 
878,013
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
300,754
 
 
 
1,240,415
 
 
 
4,206,288
 
 
 
4,975,580
 
Professional and consulting fees
 
 
 
 
 
 
 
 
 
 
 
471
 
Other (income) expense
 
 
 
 
 
(672
)
 
 
 
 
 
(217
)
Total operating expenses
 
 
300,754
 
 
 
1,239,743
 
 
 
4,206,288
 
 
 
4,975,834
 
Loss from operations
 
 
(300,754
)
 
 
(1,004,257
)
 
 
(3,626,934
)
 
 
(4,097,821
)
Gain on disposal
 
 
96,746
 
 
 
 
 
 
764,064
 
 
 
 
Loss on disposal
 
 
(120,002
)
 
 
 
 
 
(7,834,491
)
 
 
 
Loss before provision for income tax
 
 
(324,010
)
 
 
(1,004,257
)
 
 
(10,697,361
)
 
 
(4,097,821
)
Income tax (provision) benefit
 
 
 
 
 
(767,625
)
 
 
23,943
 
 
 
(767,625
)
Loss from discontinued operations
 
$
(324,010
)
 
$
(1,771,882
)
 
$
(10,673,418
)
 
$
(4,865,446
)
 
As part of the cessation of its professional MMA promotion business in the second quarter 2018, the Company disposed of all long-lived fixed assets and realized a loss on disposal of approximately $223,000, the Company also impaired or wrote off intangible assets and goodwill and realized a loss on disposal of $6.9 million, wrote off receivables of $190,000 and other assets of $19,000, which is included as a component of net loss from discontinued operations, net of tax for the nine months ended September 30, 2018.
 
During the second quarter 2018, the Company sold all the professional MMA promotion businesses, except for Victory, FT and NFC, to the former business owners and terminated/settled existing employment agreements. In relation to the promotion business disposals, the Company settled the $310,000 earn-out liability related to the Shogun acquisition with the issuance of 366,072 common stock options with a Black-Scholes value of $94,000, issued 30,000 common stock options to a promoter as severance, and incurred approximately $246,000 of additional liabilities related to severance payments to former employees. The Company realized a gain of approximately $160,000 related to the settlement of outstanding accounts payable and a gain of approximately $276,000 related to settlement with a promoter of customer prepayments and recorded a $15,000 receivable from the promoter related to the sale of the business. On July 30, 2018, the Company entered a settlement agreement, effective as of May 31, 2018, with a former employee, in relation to the termination of his employment. The Company agreed to pay the former employee $129,800 and issue a fully vested stock option grant dated July 30, 2018 for 75,000 common shares with a life of 5 years and exercise price of $0.20. In June 2018, the Company abandoned the Cherry Hill, New Jersey promotion office and recorded a $167,500 charge for the remaining contractual lease payments, refer to “Note 7 Commitments and contingencies”.
 
In July 2018, the Company entered a separation agreement with a former employee and agreed to pay $50,000 in exchange for terminating the employment agreement. On September 26, 2018, the Company entered an agreement to sell the Athlete Management business, SuckerPunch, to the former business owners, the agreement had an effective date of July 1, 2018. The parties agreed to terminate / settle the existing employment agreements. One of the former employees was paid severance until August 31, 2018 and issued the remaining 108,289 common shares held in escrow related to the SuckerPunch acquisition. The Company recognized a stock-based compensation charge of $31,000 related to the issuance of the 108,289 common shares. The other former employee was paid severance through September 15,2018 and had his warrant to purchase 93,583 common shares repriced from $3.74 to $0.3725. The Company recognized a stock-based compensation charge of $10,000 related to the repricing of the common stock warrant. The Company recognized a $70,000 loss in relation to the disposal of the SuckerPunch business. In conjunction with the settlement with the former owner of Fight Club OC, Roy Englebrecht, the shares held in escrow were released as part of the separation agreement. The Company recorded stock based compensation expense of $55,000, the fair value of the shares on the date the agreement was entered. In September 2018, the Company sold the Victory name and related business assets to a vendor in settlement of an outstanding payable balance of $33,064. In September 2018, the Company sold Fight Time to the former business owner and terminated the existing settlement arrangement resulting in a gain of $16,667. In October 2018, the Company resolved its outstanding litigation with Mazzeo Song LLP resulting in the Company agreeing to pay $35,000 in settlement of the outstanding payable balance. The Company realized a $47,000 gain during the third quarter 2018 on the settlement as all invoices had previously been accrued. On November 12, 2018 the Company entered into a separation agreement with the former promoter of Victory and agreed to issue the 121,699 shares held in escrow related to the Victory acquisition. The effective date of the agreement was September 30, 2018 and as a result the Company recognized $35,000 of stock-based compensation expense.
 
As of September 30, 2018, the Company has sold all the professional MMA promotion businesses, except for NFC. 
The current assets, long-term assets, current liabilities and long-term liabilities of discontinued operations were as follows:
 
   
September 30, 2018
   
December 31, 2017
 
Cash
  $
   
$
305,349
 
Accounts receivable, net
   
     
225,787
 
Other receivables
   
     
71,250
 
Current assets - discontinued operations
 
$
   
$
602,386  
 
   
September 30, 2018
   
December 31, 2017
 
             
Property and equipment, net   $     $ 259,463  
Intangible assets, net           2,615,224  
Goodwill           5,963,537  
Long-term assets - discontinued operations   $     $ 8,838,224  
 
   
September 30, 2018
   
December 31, 2017
 
             
Accounts payable   $   8,074     $ 67,761  
Accrued liabilities     417,530       385,591  
Current liabilities - discontinued operations   $ 425,604     $ 453,352  
 
   
September 30, 2018
   
December 31, 2017
 
             
Long-term deferred tax liability   $     $ 23,943  
Long-term
 liabilities - discontinued operations
  $     $ 23,943