|12 Months Ended|
Dec. 31, 2018
|Discontinued Operations and Disposal Groups [Abstract]|
|Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]||
Note 4. 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 December 31, 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.During the third quarter of 2018, the Athlete Management business unit was disposed with an effective date of July 1, 2018.
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 consolidated statements of operations and consolidated balance sheets for all periods presented.
The results from discontinued operations were as follows:
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.
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[19,267] common
stock options with a Black-Scholes value of $94,000, issued 30,000[1,579] 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[3,947] common
shares with a life of 5 years and exercise price of $0.20[$3.80]. In
June 2018, the Company abandoned the Cherry Hill, New Jersey promotion office and recorded a $167,500 charge for the remaining contractual leasepayments. See Note 8 Commitments and Contingencies.
During the third quarter 2018, the Company continued its disposal plans.
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[5,699] 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[5,699] common
shares. The other former employee was paid severance through September 15, 2018 and had his warrant to purchase 93,583[4,925] common
shares repriced from $3.74[$71.06] to
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[6,405] 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.
During the fourth quarter
, the Company and Ira Rainess, agreed to terminate the employment agreement and entered a settlement agreement in which the Company agreed to pay $100,000
in cash and grant an option to acquire 350,000
] common shares with an exercise price of $0.25
]. The Company paid $10,000
upon signing and the balance in February 2019
. The Company recognized a stock-based compensation charge of $38,500
related to the option award. In
, the Company settled the lease liability related to the former office in Cherry Hill, New Jersey for $75,000cash and issuance of $50,000 of warrants. As a result, the Company realized a gain on the settlement of $42,475, and is included in the results for the year ended December 31, 2018.
As of December 31, 2018,
the Company disposed of all the professional MMA promotion, sports management, and video and distribution businesses
The current assets, long-term assets, current liabilities and long-term liabilities of discontinued operations were as follows:
The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef