Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 09, 2019 | Sep. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LiveXLive Media, Inc. | ||
Entity Central Index Key | 0001491419 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 128,230 | ||
Entity Common Stock, Shares Outstanding | 52,496,095 | ||
Entity File Number | 001-38249 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 13,704 | $ 10,285 |
Restricted cash | 235 | 3,685 |
Accounts receivable, net | 4,314 | 2,990 |
Prepaid expense and other assets | 1,311 | 1,759 |
Total Current Assets | 19,564 | 18,719 |
Property and equipment, net | 2,720 | 393 |
Goodwill | 9,672 | 5,377 |
Intangible assets, net | 26,943 | 43,499 |
Other assets | 39 | |
Total Assets | 58,899 | 68,027 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 20,906 | 12,207 |
Accrued royalties | 9,921 | 7,667 |
Note payable | 312 | 294 |
Bank debt | 3,500 | |
Deferred revenue | 950 | 1,046 |
Senior secured convertible debentures, net | 2,111 | |
Unsecured convertible notes, net of discount | 968 | |
Total Current Liabilities | 34,200 | 25,682 |
Senior secured convertible debentures, net | 10,284 | |
Unsecured convertible notes, net of discount and current maturities | 4,741 | 3,948 |
Deferred income taxes | 211 | |
Total Liabilities | 49,436 | 29,630 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 52,275,236 and 51,432,292 shares issued and outstanding, respectively | 52 | 51 |
Additional paid in capital | 98,605 | 89,778 |
Accumulated deficit | (89,194) | (51,432) |
Total stockholders' equity | 9,463 | 38,397 |
Total Liabilities and Stockholders' Equity | $ 58,899 | $ 68,027 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 52,275,236 | 51,432,292 |
Common stock, outstanding | 52,275,236 | 51,432,292 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue: | $ 33,701 | $ 7,195 |
Operating expenses: | ||
Cost of sales | 31,171 | 6,694 |
Sales and marketing | 4,532 | 662 |
Product development | 7,966 | 1,578 |
General and administrative | 17,422 | 10,715 |
Amortization of intangible assets | 6,504 | 2,423 |
Total operating expenses | 67,595 | 22,072 |
Loss from operations | (33,894) | (14,877) |
Other income (expense): | ||
Interest expense, net | (3,273) | (3,922) |
Fair value of warrants | (193) | |
Other expense | (377) | (22) |
Total other expense | (3,650) | (4,137) |
Loss before provision for income taxes | (37,544) | (19,014) |
Provision for income taxes | 218 | 6 |
Loss from continuing operations | (37,762) | (19,020) |
Loss from operations of discontinued component (including loss on disposal of $2,786) | (4,316) | |
Net loss | $ (37,762) | $ (23,336) |
Net loss per share from continuing operations - basic and diluted | $ (0.73) | $ (0.48) |
Net loss per share from discontinued operations - basic and diluted | (0.11) | |
Net loss per share - basic and diluted | $ (0.73) | $ (0.59) |
Weighted average common shares - basic and diluted | 51,899,231 | 39,595,453 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Loss from disposal of discontinued operations | $ 2,786 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2017 | $ 35 | $ 24,655 | $ (28,096) | $ (3,406) |
Balance, shares at Mar. 31, 2017 | 34,665,780 | |||
Fair value of shares issued for services to consultants | $ 1 | 1,681 | 1,682 | |
Fair value of shares issued for services to consultants, shares | 725,885 | |||
Fair value of shares issued for services to Employees | 1,246 | 1,246 | ||
Fair value of shares issued for services to Employees, shares | 408,433 | |||
Shares issued upon exercise of warrants | $ 1 | 14 | 15 | |
Shares issued upon exercise of warrants, shares | 790,834 | |||
Share issued for Wantickets assets acquisition | 3,340 | 3,340 | ||
Share issued for Wantickets assets acquisition, shares | 666,667 | |||
Shares issued for debt conversion | $ 1 | 2,210 | 2,211 | |
Shares issued for debt conversion, shares | 736,812 | |||
Proceeds from offering, net of cost | $ 5 | 18,522 | 18,527 | |
Proceeds from offering, net of cost, shares | 5,460,200 | |||
Shares issued for Slacker acquisition | $ 8 | 31,903 | 31,911 | |
Shares issued for Slacker acquisition, shares | 7,977,681 | |||
Fair value of warrants issued for services | 28 | 28 | ||
Fair value of warrants issued for note extension and inducement to convert | 193 | 193 | ||
Fair value of warrants and beneficial conversion features recorded as valuation discount | 2,764 | 2,764 | ||
Fair value of options issued to employees | 3,222 | 3,222 | ||
Net loss | (23,336) | (23,336) | ||
Balance at Mar. 31, 2018 | $ 51 | 89,778 | (51,432) | 38,397 |
Balance, shares at Mar. 31, 2018 | 51,432,292 | |||
Fair value of shares issued for services to consultants | 3,148 | 3,148 | ||
Fair value of shares issued for services to consultants, shares | 449,374 | |||
Stock-based compensation | 9,880 | 9,880 | ||
Shares issued for debt conversion | $ 1 | 1,180 | 1,181 | |
Shares issued for debt conversion, shares | 393,570 | |||
Purchase price adjustment to fair value of shares issued for Slacker acquisition | (5,744) | (5,744) | ||
Conversion feature recorded as debt discount | 216 | 216 | ||
Beneficial conversion feature on paid in kind interest | 147 | 147 | ||
Net loss | (37,762) | (37,762) | ||
Balance at Mar. 31, 2019 | $ 52 | $ 98,605 | $ (89,194) | $ 9,463 |
Balance, shares at Mar. 31, 2019 | 52,275,236 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (37,762) | $ (23,336) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,387 | 2,536 |
Loss from disposal of discontinued operations | 2,786 | |
Beneficial conversion feature on paid in kind interest | 147 | |
Common stock issued for services | 3,557 | 2,928 |
Stock-based compensation | 9,215 | 3,222 |
Fair value of warrants issued for services | 28 | |
Changes in fair value of bifurcated embedded derivatives | 323 | |
Amortization of debt discount | 986 | 3,187 |
Deferred income taxes | 211 | |
Fair value for warrants issued for note extension and inducement to convert | 193 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,324) | 349 |
Prepaid expenses and other current assets | 625 | (1,048) |
Deferred revenue | (96) | (487) |
Accounts payable and accrued liabilities | 10,960 | 2,385 |
Net cash provided by discontinued operations | 1,531 | |
Net cash used in operating activities | (5,771) | (5,726) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,532) | (49) |
Acquisition of Slacker, net of cash acquired | (2,262) | |
Net cash used in investing activities | (2,532) | (2,311) |
Cash Flows from Financing Activities: | ||
Proceeds from unsecured convertible notes payable | 2,645 | |
Net proceeds from senior secured convertible debentures | 13,000 | |
Repayment of senior secured convertible debentures payable | (731) | |
Senior secured convertible debenture issuance costs | (482) | |
Repayment of bank debt | (3,515) | |
Proceeds from warrant exercise | 15 | |
Net proceeds from offering | 18,527 | |
Repayment of services payable, related party | (250) | |
Proceeds from bank debt | 1,260 | |
Repayment of term loan | (1,667) | |
Net cash provided by financing activities | 8,272 | 20,530 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (31) | 12,493 |
Cash, cash equivalents and restricted cash, beginning of period | 13,970 | 1,477 |
Cash, cash equivalents and restricted cash, end of period | 13,939 | 13,970 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 4 | |
Cash paid for interest | 981 | 304 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value for warrants and beneficial conversion features issued as valuation discount | 2,764 | |
Conversion features recorded as debt discount | 216 | |
Bifurcated embedded derivative recognized on issuance of senior secured convertible debentures | 263 | |
Fair value of options issued to employees, capitalized as internally-developed software | 665 | |
Common stock issued upon conversion of notes payable | 1,181 | 2,211 |
Fair value of common stock of $26,167 issued in Slacker acquisition allocated to: | ||
Current assets | 4,314 | |
Property and equipment | 400 | |
Cost in excess of net assets required | 48,705 | |
Other assets | 39 | |
Current liabilities | (17,640) | |
Bank debt | (3,907) | |
Purchase price adjustment to fair value of shares issued for Slacker acquisition | (5,744) | |
Fair value of common stock of $3,340 issued upon acquisition of assets of Wantickets allocated to: | ||
Property and equipment | 109 | |
Intangible assets | 1,910 | |
Goodwill | $ 1,321 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Fair value of common stock issued upon acquisition of assets of Wantickets | $ 3,340 |
Fair value of common stock issued to Slacker | $ 26,167 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 — Organization and Basis of Presentation Organization LiveXLive Media, Inc. ("LiveXLive") together with its subsidiaries ("we," "us," "our" or the "Company") is a Delaware corporation headquartered in West Hollywood, California. The Company is a global digital media company focused on live entertainment and music services. The Company was reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp ("Loton") with and into LiveXLive, Loton's wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive being the surviving entity. In addition, on December 29, 2017, LiveXLive acquired Slacker, Inc. ("Slacker"), an Internet music and radio streaming service incorporated in the state of Delaware, and it became a wholly owned subsidiary of LiveXLive. Basis of Presentation The presented financial information for the fiscal year ended March 31, 2019 includes the financial information and activities of LiveXLive and Slacker for the entire fiscal year. The presented financial information for the fiscal year ended March 31, 2018 includes the financial information and activities of LiveXLive (365 days) and Slacker for the period from December 29, 2017 to March 31, 2018 (92 days), with the financial results of LiveXLive Tickets, Inc., a Delaware wholly owned subsidiary of the Company ("LXL Tickets"), reflected as discontinued operations. Unless otherwise indicated, the information in the notes to the Company's consolidated financial statements refers only to the Company's continuing operations and does not include discussion of balances or activities of LXL Tickets. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company's consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. See " Business Acquisitions and Supplemental Pro Forma Information." Going Concern and Liquidity The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company's principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash and cash equivalents amounted to $13.9 million as of March 31, 2019, and $10.3 million as of March 31, 2018, respectively). The Company's internal plans and forecasts indicate that it may not have sufficient liquidity to continue to fund its business and operations for at least the next twelve months in accordance with ASC Topic 205-40. Management estimates that the current funds on hand will be sufficient to continue operations through the first half of fiscal 2020. The Company's ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering. The Company filed a universal shelf offering on Form S-3 effective in February 2019 to raise up to $150 million in cash from the sale of equity, debt or other financial instruments. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company's business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it. Moreover, if we do not obtain financing in the next three to six months, our cash balance and other financial covenants may fall below thresholds triggering default under our Debenture agreement with our debt lenders. Even if we are able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. Furthermore, no assurance can be given that a public offering of our securities for cash will be successful or consummated. As reflected in its consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $37.8 million, and utilized cash of $5.8 million in operating activities for the year ended March 31, 2019, and had a working capital deficiency of $14.6 million as of March 31, 2019. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year from the date that these financial statements are filed. The Company's consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Reclassifications Certain amounts in the Company's previously issued financial statements have been reclassified to conform to the current year presentation including the reclassified presentation of its statement of cash flows for the year ended March 31, 2018 to include restricted cash in its beginning and ending cash, cash equivalent and restricted cash balance. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of the Company's consolidated financial statements in conformity with the United States of America ("US") generally accepted accounting principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, valuation of media content, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, the fair value of the Company's equity-based compensation awards and convertible debt and debenture instruments, fair value of derivatives and contingencies. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Revenue Recognition Policy On April 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and subscription services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company's efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will not be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved. Practical Expedients The Company elected the practical expedient and did not restate contracts that began and were completed within the same annual reporting period. The Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management's assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its subscription service streams and may act as principal or agent for its advertising and licensing revenue streams. The Company's revenue is principally derived from the following services: Subscription Services Subscription services revenue substantially consist of monthly to annual recurring subscription fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring subscription fees collected in advance and recognizes them in the period earned. Subscription revenue is recognized in the period of services rendered. The Company's subscription revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes subscription revenue straight-line through the subscription period. Subscription Services consist of: Direct subscriber, mobile service provider and mobile app services The Company generates revenue for subscription services on both a direct basis and through subscriptions sold through certain third-party mobile service providers and mobile app services (collectively the "Mobile Providers"). For subscriptions sold through the Mobile Providers, the subscriber executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the subscriber upon purchase of the subscription. The Mobile Providers promote the Slacker app through their e-store, process payments for subscriptions, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the subscriber is Slacker's customer in the contract and Slacker controls the service prior to the transfer to the subscriber. Subscription revenues from monthly subscriptions sold directly through Mobile Providers are subject to such Mobile Providers' refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company's payment terms vary based on whether the subscription is sold on a direct basis or through Mobile Providers. Subscriptions sold on a direct basis require payment before the services are delivered to the customer. The payment terms for subscriptions sold through Mobile Providers vary, but are generally payable within 30 days. Third-Party Original Equipment Manufacturers The Company generates revenue for subscription services through subscriptions sold through a third-party Original Equipment Manufacturer (the "OEM"). For subscriptions sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the subscription. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM's customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have the Slacker application installed. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company's payment terms with OEM are up to 30 days. The OEM does not charge the car owners a fee for the Slacker service. Advertising Revenue Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor "clicks through" on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis which represents the Company's efforts to satisfy the performance obligation. Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream its live music services in certain geographies (e.g. China). Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs. The Company reports licensing revenue on a gross basis as the Company acts as the principal in the underlying transactions. Cost of Sales Cost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company's customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker's radio services. As of March 31, 2019, and 2018, the Company accrued $9.9 million and $7.7 million of royalties due to artists from use of Slacker's radio services, respectively. Sales and Marketing Sales and Marketing include the direct and indirect costs related to the Company's product and event advertising and marketing. Product Development Product development costs primarily are expenses for research and development, product and content development activities, including internal software development and improvement costs which have not been capitalized by the Company. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period, on an accelerated basis. The Company accounts for awards with graded vesting as if each vesting tranche is valued as a separate award. The Company uses the Black-Scholes-Merton option pricing model to determine the grant date fair value of stock options. This model requires the Company to estimate the expected volatility and the expected term of the stock options which are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company uses a predicted volatility of its stock price during the expected life of the options that is based on the historical performance of the Company's stock price as well as including an estimate using guideline companies. The expected term is computed using the simplified method as the Company's best estimate given its lack of actual exercise history. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the stock. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units ("RSUs") and warrant grants. Forfeitures are recognized as incurred. Stock option awards issued to non-employees are accounted for at grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company's Statements of Operations in the period that includes the enactment date. Net Income (Loss) Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. At March 31, 2019 and 2018, the Company had 167,363 warrants outstanding, 4,981,668 and 3,901,688 options outstanding, respectively, and 2,942,391 and 1,882,364 shares of the Company's common stock issuable underlying the Company's convertible notes payable and convertible debentures payable, respectively. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values. The excess of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management's judgment and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses and cash flows, weighted average cost of capital, discount rates, estimates of customer turnover rates and estimates of terminal values. Discontinued Operations In determining whether a group of assets that is disposed (or to be disposed) should be presented as a discontinued operation, the Company analyzes whether the group of assets being disposed represents a component of the Company; that is, whether it had historic operations and cash flows that were clearly distinguished, both operationally and for financial reporting purposes. In addition, the Company considers whether the disposal represents a strategic shift that has or will have a major effect on its operations and financial results. The results of discontinued operations, as well as any gain or loss on the disposal, if applicable, are aggregated and separately presented in the Company's consolidated statements of operations, net of income taxes. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 (in thousands): 2019 2018 Cash and cash equivalents $ 13,704 $ 10,285 Restricted cash 235 3,685 Total cash and cash equivalents and restricted cash $ 13,939 $ 13,970 Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company's cash for periods of less than one year. As of March 31, 2019 and 2018, the Company had restricted cash of $0.2 million and $3.7 million, respectively. Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer's account ages beyond typical collection patterns, or the Company becomes aware of a customer's inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its subscription receivables. At March 31, 2019, the Company had three customers that made up 10%, 26% and 36% of the total accounts receivable balance. At March 31, 2018, the Company had three customers that made up 15%, 16% and 34% of the total accounts receivable balance. The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 (in thousands): 2019 2018 Accounts receivable, gross $ 4,318 $ 3,019 Less: Allowance for doubtful accounts 4 29 Accounts receivable, net $ 4,314 $ 2,990 Movements in the balance for bad debt reserve for the years ended March 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Beginning balance $ 29 $ - Bad debt reserve acquired in acquisition - 21 Additions/(reductions) charged to statements of operations (3 ) 8 Less: Bad debt write offs 22 - Ending balance $ 4 $ 29 Property and Equipment Property and equipment are recorded at cost. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded using the straight-line method over the assets' estimated useful lives, which are generally as follows: buildings and improvements (5 years), furniture and equipment (3 to 5 years) and computer equipment and software (3 to 5 years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term. The Company evaluates the carrying value of its property and equipment if there are indicators of potential impairment. The Company performs an analysis to determine the recoverability of the asset group carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset group. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset group, the excess of the net book value over the estimated fair value is recorded in the Company's consolidated statements of operations. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset group using discount and capitalization rates deemed reasonable for the type of assets, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers. Capitalized Internal-Use Software The Company capitalizes certain costs incurred to develop software for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Costs related to minor enhancements, maintenance and training are expensed as incurred. Capitalized internal-use software costs are amortized on a straight-line basis over their three- to five-year estimated useful lives. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. During the years ended March 31, 2019 and 2018, the Company capitalized $3.1 million and $0 of internal use software, respectfully. Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company evaluates goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducts its annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. Estimations and assumptions regarding the number of reporting units, future performances, results of the Company's operations and comparability of its market capitalization and net book value will be used. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is measured by the resulting amount. Because the Company has one reporting unit, as part of the Company's qualitative assessment an entity-wide approach to assess goodwill for impairment is utilized. No impairment losses have been recorded in the fiscal years ended March 31, 2019 and 2018. The Company's reporting unit is the same as its operating segment and reporting segment as described in Note 19 - Business Segment and Geographic Reporting Intangible Assets with Indefinite Useful Lives The Company's indefinite-lived intangible assets consist of trademarks and trade names. The Company evaluates indefinite-lived intangible assets for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducts its annual impairment analysis in the fourth quarter of each fiscal year. Intangible Assets with Finite Useful Lives The Company has certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, and Capitalized Software Development Costs resulting from business combinations. Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which are generally as follows: Intellectual Property (15 years), Customer Relationships (1.5-5 years), Domain Names (5 years), and Software (5 years). The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. No impairment losses have been recorded in the years ended March 31, 2019 and 2018. Deferred Revenue and Costs Deferred revenue consists substantially of amounts received from customers in advance of the Company's performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight line over the remaining contractual term or estimated customer life of an agreement. In the event the Company receives cash in advance of providing its music services, the Company will also defer an amount of such future royalty and costs to 3rd party music labels, publishers and other providers on its balance sheets. Deferred costs are amortized to expense concurrent with the recognition of the related revenue and the expense is included in cost of sales. Fair Value Measurements - Valuation Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company's own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Concentration of Credit Risk The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. Adoption of New Accounting Pronouncements On April 1, 2018, the Company adopted Topic 606 and all related amendments and applied the concepts to all contracts using the full retrospective method. The adoption of this standard did not have a material impact to the Company's income from continuing operations, net income, retained earnings, or any other financial statement line items. See Note 3 – Revenue for further discussion and disclosures required under this guidance. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to nonemployee share-based payment accounting Compensation – Stock Compensation Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements In addition, the Company has determined that it will elect and apply the available transition practical expedients upon adoption. By electing these practical expedients, the Company will: ● not reassess whether expired or existing contracts contain leases under the new definition of a lease; ● not reassess lease classification for expired or existing leases; ● not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842; In August 2018, the FASB issued ASU No. 2018-15. Intangibles - Goodwill and Other – Internal-Use Software, In November 2018, the FASB issued ASU 2018-18 which clarified the interaction between Topic 808 and Topic 606, which makes targeted improvements for collaborative arrangements as follows: a) clarifies that certain transactions between collaborative arrangement participants are within the scope of ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account. b) adds unit-of-account (i.e., distinct good or service) guidance to ASC 808 to align with the guidance in ASC 606 to determine whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606. And c) specifies that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, if the collaborative arrangement participant is not a customer, an entity is precluded from presenting the transaction together with revenue recognized under ASC 606. The ASU is effective for public business entities for fiscal years ending after December 15, 2019. For all other entities, the ASU is effective for annual reporting periods ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures, as well as the timing of adoption and the application method. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies three specific issues within ASC 842, Leases. Issue 1: Determining the Fair Value of the Underlying Asset by Lessors That Are Not Manufacturers or Dealers provides an exception for lessors that are not manufacturers or dealers for determining fair value of an underlying asset. Specifically, those lessors will use their cost, reflecting any volume or trade discounts that may apply, as the fair value of the underlying asset. However, if significant time lapses between the acquisition of the underlying asset and lease commencement, those lessors will be required to apply the definition of fair value (exit price) in ASC 820. Issue 2: Presentation on the Statement of Cash Flows specifies that lessors that are depository and lending institutions within the scope of ASC 942 will present all "principal payments received under leases" within investing activities on the statement of cash flows. Other lessors will continue to apply the guidance in ASC 842 that requires presentation of all cash receipts from leases within operating activities. Issue 3: Transition Disclosures Related to Topic 250, Accounting Changes and Error Corrections provides an exception to the paragraph 250-10-50-3 interim disclosure requirements in the ASC 842 transition disclosure requirements. The ASU is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those years. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures, as well as the timing of adoption and the application method. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the U.S. Securities and Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3 – Revenue In May 2014, the FASB issued a comprehensive new revenue recognition standard that superseded nearly all existing revenue recognition guidance under GAAP. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The FASB also issued important guidance clarifying certain guidelines of the standard, including (1) reframing the indicators in the principal versus agent guidance to focus on evidence that a company is acting as a principal rather than an agent and (2) identifying performance obligations and licensing. The guidance should be applied retrospectively, either to each prior period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative-effect adjustment as of the date of adoption. The Company adopted this standard on April 1, 2018, applying it retrospectively to each prior period presented in the financial statements. The following table represents a disaggregation of revenue from contracts with customers for the years ended March 31, 2019 and 2018 (in thousands): Year Ended 2019 2018 Revenue Subscription services $ 30,398 $ 6,459 Advertising 2,904 656 Licensing 399 80 Total Revenue $ 33,701 $ 7,195 For some contracts, the Company may invoice up front for services recognized over time or for contracts in which the Company has unsatisfied performance obligations. Payment terms and conditions vary by contract type, although terms generally cover monthly payments. In the circumstances where the timing of invoicing differs from the timing of revenue recognition, the Company has determined its contracts do not include a significant financing component. The Company has elected to apply the optional exemption under ASC 606-10-50-14 and not provide disclosure of the amount and timing of performance obligations as the performance obligations are part of a contract that has an original expected duration of one year or less. The following table summarizes the significant changes in contract liabilities balances during the year ended March 31, 2019 (in thousands): Contract Liabilities Balance as of March 31, 2018 $ 1,046 Revenue recognized that was included in the contract liability at beginning of period (1,046 ) Increase due to cash received, excluding amounts recognized as revenue during the period 950 Balance as of March 31, 2019 $ 950 |
Business Combinations
Business Combinations | 12 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4 — Business Combinations During the fiscal year ended March 31, 2018, the Company completed two acquisitions (asset purchase and stock purchase). Wantickets On May 5, 2017, LXL Tickets, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets RDM, LLC (“Wantickets”) and certain other parties, whereby LXL Tickets purchased certain operating assets of Wantickets for total consideration of 666,667 shares of common stock of the Company valued at $3.3 million (or $5.01 per share). The asset purchase was intended to augment and diversify the Company’s music operating segment. The goodwill recorded for the Wantickets asset purchase was $1.3 million. Key factors that contributed to the recognition of Wantickets goodwill were the opportunity to consolidate and complement existing content operations, certain software and customer lists, and the opportunity to generate future synergies within the existing music business. As a result of the Wantickets asset purchase, the goodwill is deductible for tax purposes. The Company accounted for the Wantickets asset purchase transaction as a business combination in accordance with ASC 805 “Business Combinations.” Significant other assets assumed were approximately $0.1 million in property and equipment, $0.4 million of trademark and trade names, $1.0 million in software associated with proprietary ticketing technology, and $0.5 million in domain names and customer relationships. For the years ended March 31, 2019 and 2018, the Company incurred approximately $0 and $4 thousand, respectively, in transaction costs associated with the Wantickets asset purchase. The following table summarizes the fair value of the assets acquired from Wantickets (in thousands): Asset Type Fair Value Property and Equipment $ 109 Trademark / Trade Name 431 Software 1,004 Customer Relationships 369 Domain Names 106 Goodwill 1,321 Purchase Consideration $ 3,340 During the quarter ended December 31, 2017, management of the Company made the decision to shut down the operations of LXL Tickets effective December 31, 2017 (see Note 4 - Dispositions). Pro forma financial information for the Wantickets asset purchase transaction is not presented due to the disposition of LXL Tickets during the year ended March 31, 2018. Slacker, Inc. On December 29, 2017, the Company acquired Slacker including its $50.1 million of gross assets for net consideration of $28.6 million consisting of (i) 6,126,788 shares of the Company’s common stock, valued at $20.1 million, (ii) 1,675,893 shares of the Company’s common stock issued to payoff certain debt of Slacker as of the transaction date, valued at $5.5 million, (iii) cash payment of $2.5 million and issuance of 175,000 shares of the Company’s common stock valued at $0.6 million to Slacker and its designees and (iv) the assumption of Slacker’s liabilities of approximately $21.5 million. The acquisition is intended to augment and diversify the Company’s music operating segment. The Company accounted for the acquisition as a business combination. The goodwill recorded for the Slacker acquisition was $9.7 million. Key factors that contributed to the recognition of the Slacker goodwill were the opportunity to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with the Company’s existing business. As a result of the acquisition of the stock of Slacker, the goodwill is not deductible for tax purposes. The following table summarizes the fair value of consideration transferred in the Slacker acquisition (in thousands): Consideration Fair Value Cash $ 2,525 Less cash acquired (113 ) Net cash consideration 2,412 Equity at fair value 26,167 Net consideration $ 28,579 The following table summarizes the fair value of the assets assumed in the Slacker acquisition (in thousands): Asset Type Fair Value Restricted cash $ 150 Accounts receivable 3,339 Prepaid expense and other assets 254 Deferred cost of sales 458 Property and equipment 400 Trademarks/trade names 4,637 Intellectual property 5,366 Customer relationships 6,570 Software 19,280 Goodwill 9,672 Deferred tax asset 1,181 Allowance for deferred tax asset (1,181 ) Assumed current portion of long-term debt (3,907 ) Assumed current liabilities (17,640 ) Net consideration $ 28,579 Since the acquisition date, the amount of revenue for Slacker included in the Company’s consolidated statements of operations for the years ended March 31, 2019 and 2018 was $33.2 million and $7.1 million, respectively. The net loss for Slacker included in the Company’s consolidated statements of operations for the years ended March 31, 2019 and 2018 was ($6) million and ($4.1) million, respectively. The Company incurred approximately $0.4 million in transaction costs associated with the Slacker acquisition. In the quarter ended December 31, 2018, the Company finalized its purchase price allocation for the acquisition of Slacker on December 29, 2017. As a result of obtaining the final valuation of the acquisition, the following changes have been recorded in the current period (in thousands): Consideration Final Fair Value Preliminary Fair Value* Change** Cash $ 2,525 $ 2,525 $ - Less cash acquired (113 ) (113 ) - Net cash consideration 2,412 2,412 - Equity at fair value 26,167 31,911 (5,744 ) Net consideration $ 28,579 $ 34,323 $ (5,744 ) Final Allocation Preliminary Allocation* Change** Restricted cash $ 150 $ 150 $ - Accounts receivable 3,339 3,339 - Prepaid expense and other assets 254 254 - Deferred cost of sales 458 458 - Property and equipment 400 400 - Trademarks/tradenames 4,637 11,436 (6,799 ) Intellectual property 5,366 8,454 (3,088 ) Customer relationships 6,570 6,618 (48 ) Software 19,280 19,384 (104 ) Goodwill 9,672 5,377 4,295 Deferred tax asset 1,181 1,523 (342 ) Allowance for deferred tax asset (1,181 ) (1,523 ) 342 Assumed current portion of long-term debt (3,907 ) (3,907 ) - Assumed current liabilities (17,640 ) (17,640 ) - Net consideration $ 28,579 $ 34,323 $ (5,744 ) (* Preliminary fair values recorded as of March 31, 2018. **The fair value of equity consideration was changed by $5.7 million to reflect the lack of marketability from an 18-month lockout period. Changes in values of Tradenames and Intellectual property due to finalization of royalty rates.) As a result of the Company finalizing its purchase price allocation for the acquisition of Slacker, amortization expense recorded in the consolidated statements of operations was reduced by $1.9 million in the third quarter of fiscal year ended March 31, 2019. Supplemental Pro Forma Information (Unaudited) The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the acquisitions had they taken place at the beginning of the fiscal year ended March 31, 2018. Supplemental information on an unaudited pro forma basis, as if these acquisitions had been completed as of April 1, 2017, is as follows (in thousands, except per share data): The following table presents the revenues and net loss of the combined company for the year ended March 31, 2018 as if the acquisition had been completed on April 1, 2017. Year Ended 2018 Revenues $ 29,402 Net Loss (35,470 ) The Company’s unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflect amortization of intangible assets as a result of the acquisition. The pro forma results are not necessarily indicative of the results that would have been realized had the acquisitions been consummated as of the beginning of the periods presented. The pro forma amounts include the historical operating results of the Company, with adjustments directly attributable to the acquisitions. |
Dispositions
Dispositions | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Note 5 — Dispositions Discontinued Operations of LXL Tickets, Inc. During the quarter ended December 31, 2017, management of the Company made the decision to shut down the operations of LXL Tickets effective December 31, 2017. Management concluded that the operations of LXL Tickets were not going to improve due to decreased consumer demand for nightlife and concert events and since LXL Tickets was no longer providing ticketing services to four major venues in 2017 that had produced significant revenues in 2016, ongoing litigation between such customers and Wantickets and such customers refusing to continue to work with LXL Tickets as a result of Wantickets’ non-payment for prior services, and continuing significant losses incurred by LXL Tickets through December 31, 2017 that were supposed to be funded by sellers of Wantickets’ assets that were never funded as required under the Wantickets’ Asset Purchase Agreement. The Company also decided to make a strategic shift in the focus of its operations through the acquisition of Slacker that closed in December 2017 (see Note 4 – Business Combinations). Therefore, it began laying off LXL Tickets’ employees during the quarter ended December 31, 2017, such that there was one employee left as of December 31, 2017. Management considers abandonment to have occurred at December 31, 2017 since LXL Tickets stopped accepting orders and using the acquired assets as of that date. To accomplish this, the results of LXL Tickets’ operations are reported as discontinued operations in accordance with ASC 205, Presentation of Financial Statements For the year ended March 31, 2018, the Company has recognized a loss of $1.5 million from the operations of LXL Tickets, and additionally incurred a loss of $2.8 million related to the impairment of all remaining LXL Tickets’ assets. The Company is presenting the operating loss of LXL Tickets on its statements of operations under the heading “Loss from operations of discontinued component.” Major line items constituting net loss from discontinued operations of LXL Tickets are as follows for the period from May 5, 2017 through March 31, 2018 (in thousands): Period Ended Revenues $ 640 Cost of Sales 151 Gross Profit 489 Selling, general and administrative expenses 2,019 Loss on discontinued operations $ (1,530 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 — Property and Equipment The Company’s property and equipment at March 31, 2019 and 2018 was as follows (in thousands): As of March 31, 2019 2018 Property and equipment, net Production equipment $ 54 $ 51 Computer, machinery, and software equipment 573 449 Furniture and fixtures 23 23 Leasehold improvements 19 19 Capitalized internally developed software 3,070 - Total property and equipment 3,739 542 Less accumulated depreciation and amortization (1,019 ) (149 ) Total property and equipment, net $ 2,720 $ 393 Depreciation expense was $0.9 million and $0.1 million for the years ended March 31, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7 — Goodwill and Intangible Assets Goodwill The Company currently has one reporting unit. The following table presents the changes in the carrying amount of goodwill for the years ended March 31, 2019 and 2018 (in thousands): Goodwill Balance as of March 31, 2017 $ - Acquisitions 6,698 Discontinued operations (1,321 ) Balance as of March 31, 2018 $ 5,377 Acquisitions - Finalization of purchase price allocation of Slacker (see Note 4*) 4,295 Balance as of March 31, 2019 $ 9,672 (* Increase in goodwill due to change in fair value of equity consideration transferred and final fair value of assets acquired and liabilities assumed.) Indefinite-Lived Intangible Assets The following table presents the changes in the carrying amount of indefinite-lived intangible assets in the Company’s reportable segment for the year ended March 31, 2019 (in thousands): Tradenames Balance as of March 31, 2018 $ - Acquisitions - Finalization of purchase price allocation of Slacker (see Note 4*) 4,637 Impairment losses - Balance as of March 31, 2019 $ 4,637 (* Tradenames determined to be indefinite-lived intangible asset in final purchase accounting. Preliminarily booked as a definite lived intangible asset.) Finite-Lived Intangible Assets The Company’s finite-lived intangible assets were as follows as of March 31, 2019 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 4,819 $ 14,461 Intellectual property (patents) 5,366 447 4,919 Customer relationships 6,570 3,665 2,905 Domain names 29 8 21 Total $ 31,245 $ 8,939 $ 22,306 The Company’s finite-lived intangible assets were as follows as of March 31, 2018 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,384 $ 968 $ 18,416 Trademark/trade name 11,436 572 10,864 Intellectual property (patents) 8,454 141 8,313 Customer relationships 6,618 739 5,879 Domain names 29 2 27 Total $ 45,921 $ 2,422 $ 43,499 The Company’s amortization expense on its finite-lived intangible assets was $6.5 million and $2.4 for the years ended March 31, 2019 and 2018, respectively. The Company estimated future amortization expense on its finite-lived intangible assets as of March 31, 2019 to be as follows (in thousands): For Years Ended March 31, 2020 $ 5,683 2021 4,744 2022 4,744 2023 3,648 2024 358 Thereafter 3,129 $ 22,306 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 8 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at March 31, 2019 and 2018 were as follows (in thousands): As of March 31, 2019 2018 Accounts payable $ 18,316 $ 10,996 Accrued liabilities 2,519 1,158 Due to related parties 71 53 $ 20,906 $ 12,207 |
Note Payable
Note Payable | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 9 — Note Payable On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $0.2 million. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to September 30, 2016 or such later date as the lender may agree to in writing. In February, 2018, the Note holder filed a claim for collection of the Note (see Note 14 – Commitments and Contingencies). In February 2019, as part of a settlement agreement, the parties agreed to the repayment of the Note on or before June 30, 2019. As of March 31, 2019 and 2018, the balance due under the Note was $0.3 million and $0.3 million, respectively, which includes $0.1 million and $0.1 million of accrued interest, respectively, outstanding under the Note. |
Senior Secured Convertible Debe
Senior Secured Convertible Debentures | 12 Months Ended |
Mar. 31, 2019 | |
Senior Secured Convertible Debentures [Abstract] | |
Senior Secured Convertible Debentures | Note 10 — Senior Secured Convertible Debentures On June 29, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”), with JGB Partners, LP, JGB Capital, LP and JGB (Cayman) Finlaggan Ltd. (each, a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company sold, in a private placement transaction (the “Financing”), for an aggregate cash purchase price of $10.0 million, $10.64 million in aggregate principal amount, of its 12.75% Original Issue Discount Senior Secured Convertible Debentures due June 29, 2021 (the “June 2018 Debentures”). In conjunction with the Financing, the Company (i) recorded issuance costs of $1.1 million against the liability and (ii) used $3.5 million of the proceeds to pay off 100% of the Company’s revolving line of credit (see Note 11 – Bank Debt). Issuance costs are being amortized to interest expense over the term of the June 2018 Debentures. The June 2018 Debentures mature on June 29, 2021, accrue interest at 12.75% per year, and are convertible into shares of common stock of the Company at a conversion price of $10.00 per share at the holder’s option, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations (the “Conversion Price”). Commencing with the calendar month of December 2018 (subject to the following sentence), the holders of the June 2018 Debentures will have the right, at their option, to require the Company to redeem an aggregate of up to $0.2 million of the outstanding principal amount of the Debentures per month. For the month of December 2018, the holders may not submit a redemption notice for such a redemption prior to December 28, 2018. The Company will be required to promptly, but in any event no more than two trading days after a holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of common stock. At the Company’s election and subject to certain limitations, the Company may also pay interest in shares of its common stock. If the Company elects to pay the redemption amount or interest in shares of its common stock, then, subject to the next sentence, the shares will be delivered based on a price equal to the lesser of (a) a 10% discount to the average of the three lowest daily volume weighted average prices of the Company’s common stock over the prior 20 trading days, or (b) the Conversion Price, subject to a certain minimum price per share and if certain conditions are met. The Company will not have the right to, and will not, make any redemption or interest payment in shares of its common stock unless and until it has obtained the requisite consent of its stockholders under the rules of Nasdaq or if the issuance of shares as a result of such election would reduce the number of shares that the Company is permitted to issue under Nasdaq listing standards upon the conversion in full of the June 2018 Debentures. Subject to the satisfaction of certain conditions, at any time after June 28, 2019, the Company may elect to prepay all, but not less than all, of the June 2018 Debentures for a prepayment amount equal to the outstanding principal balance of the June 2018 Debentures plus all accrued and unpaid interest thereon, together with a Prepayment Premium equal to the amount as discussed further below. The Company’s obligations under the June 2018 Debentures can be accelerated upon the occurrence of certain customary events of default. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay the applicable prepayment amount described above. The Company’s obligations under the June 2018 Debentures have been guaranteed under a Subsidiary Guarantee (the “Subsidiary Guarantee”) by its wholly-owned subsidiaries, Slacker, LiveXLive, Corp. and LXL Studios, Inc. (the “Guarantors”). The Company’s obligations under the June 2018 Debentures and the Guarantors’ obligations under the Subsidiary Guarantee are secured under a Security Agreement by a lien on all of the Company’s and the Guarantors’ assets, subject to certain exceptions. On February 11, 2019, the Company amended the SPA with the Purchasers to obtain additional financing, increasing the cash purchase price of the Debentures by $3.0 million, $3.2 million in aggregate principal amount, of its 12.75% Original Issue Discount Senior Secured Convertible Debentures due June 29, 2021 (the “February 2019 Debentures” and together with the June 2018 Debentures, the “Debentures”). In conjunction with the additional financing, the Company (i) recorded issuance costs of $0.1 million against the liability, (ii) modified certain financial liquidity covenants in the Debentures, (iii) modified the definition of “Monthly Allowance” by increasing it from $170,000 to $221,000, and (iv) amended the definition of “Prepayment Amount” to mean, with respect to any payment of the Debentures prior to the maturity date, the entire outstanding principal balance (including any original issue discount) of the Debenture, all accrued and unpaid interest thereon, together with a prepayment premium (the “Prepayment Premium”) equal to the following: (a) if the Debentures are prepaid on or after the original issuance date, but on or prior to December 31, 2019, all remaining regularly scheduled interest to be paid on the Debentures from the date of such payment of the Debentures to, but excluding, December 31, 2019, plus 10% of the entire outstanding principal balance of the Debentures, (b) if the Debentures are prepaid after December 31, 2019, but on or prior to June 30, 2020, 10% of the entire outstanding principal balance of the Debentures; (c) if the Debentures are prepaid on or after June 30, 2020, but on or prior to December 31, 2020, 8% of the entire outstanding principal balance of the Debentures; and (d) if the Debentures are prepaid on or after December 31, 2020, but prior to the maturity date, 6% of the entire outstanding principal balance of the Debentures. The terms of the February 2019 Debentures were otherwise the same as the June 2019 Debentures. The outstanding principal balance of the Debentures at March 31, 2019 was $13.2 million, which included $0.1 million of accrued interest. The Company evaluated the amendment and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt – Modifications and Extinguishment. The Debentures contain customary affirmative and restrictive covenants and representations and warranties, including limitations on indebtedness, liens, investments, dispositions of assets, organizational document amendments, issuance of disqualified stock, change of control transactions, stock repurchases, indebtedness repayments, dividends, the creation of subsidiaries, affiliate transactions, deposit accounts and certain other matters. The Company must also maintain a specified minimum cash balance, meet certain financial targets, and maintain minimum amounts of liquidity. The Company has evaluated the Debentures agreements and has identified two derivative instruments which are bifurcated from the underlying Debentures relating to provisions around an event of default and mandatory prepayments upon divestitures exceeding certain thresholds. The Company has performed a fair value analysis using a binomial lattice calculation on the event of default derivative instruments using the following assumptions. Coupon Rate: 12.75%, Term: 3.0 years, Volatility: 18.3%, Market Rate: 13.0%, Probability of Divesture: 5.0% and Probability of Default: 7.74%. The Company determined that at issuance, the fair value of the instruments was $0.2 million. The Company has recorded the fair value of the derivatives and corresponding debt discount within June 2018 Debentures on the Company’s consolidated balance sheet. At March 31, 2019, the Company performed a fair value analysis using a risk neutral model on the default event derivative instrument using the following assumptions: Coupon Rate: 12.75%, Term: 2.25 years, Discount Rate: 17.47 – 17.66%, Risk Free Rate: 2.26%, Recovery Rate: 53.99% and Probability of Default: 30.97%. The Company determined that as of the assessment date, the fair value is $0.6 million. The change in fair value of $0.3 million is recorded in Other income (expense) on the Company’s consolidated statements of operations at March 31, 2019. As of the date of this Annual Report, the Debentures holders have sent redemption notices for December 2018, January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019. The Company has repaid $0.3 million of principal in January 2019, $0.2 million of principal in each month in February 2019, March 2019, April 2019 and May 2019, respectively. March 31, March 31, 2019 2018 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ 13,101 $ - Accrued interest 142 - Fair Value of Embedded Derivatives 586 - Less: Discount (1,434 ) - Net 12,395 - Less: Senior Secured Convertible Debentures, current 2,111 - Senior Secured Convertible Debentures, long-term $ 10,284 $ - |
Bank Debt
Bank Debt | 12 Months Ended |
Mar. 31, 2019 | |
Bank Debt [Abstract] | |
Bank Debt | Note 11 — Bank Debt As part of the acquisition of Slacker, the Company assumed what was initially a $5.0 million revolving line of credit from a commercial bank that was collateralized by the assets of Slacker. The revolving line of credit was based on the amount of eligible accounts receivable. The loan was cash collateralized and there were no covenants. The revolving line of credit bore an annual interest rate equal to prime rate as published in the Wall Street Journal plus 0.75%, and equaled 5.50% at March 31, 2018. The line had an original maturity date of March 31, 2018. On March 29, 2018, the Company entered into the Ninth Amendment to Loan and Security Agreement with the bank, extending the maturity date to July 31, 2018 and removing the financial reporting requirements. The outstanding balance of the line of credit at March 31, 2018 was $3.5 million and was secured with $3.5 million of cash collateral. In June 2018, in conjunction with the issuance of the June 2018 Debentures, the revolving line of credit was fully repaid and the $3.5 million of cash collateral was returned to the Company. Also, as part of the acquisition of Slacker, the Company assumed a term loan with the bank with a balance of $1.7 million, which was paid off at the closing of the Slacker acquisition. |
Unsecured Convertible Notes
Unsecured Convertible Notes | 12 Months Ended |
Mar. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Unsecured Convertible Notes | Note 12 — Unsecured Convertible Notes The Company’s unsecured convertible notes payable at March 31, 2019 and 2018 were as follows (in thousands): As of March 31, 2019 2018 Unsecured Convertible Notes - Related Party (A) 7.5% Unsecured Convertible Note - Due May 31, 2021 $ 3,850 $ 3,581 (B) 7.5% Unsecured Convertible Notes - Due May 31, 2021 967 900 Less: Discount (76 ) (533 ) Net 4,741 3,948 Less: Convertible Note Payable - Related Party, current - - Convertible Notes Payable - Related Party, long-term $ 4,741 $ 3,948 Unsecured Convertible Notes - Third Party (C) 6% Unsecured Convertible Note - Due September 13, 2018 $ - $ 164 (D) 6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 - 950 (E) 6% Unsecured Convertible Note - Due January 31, 2018 - 52 Less: Accumulated amortization of Valuation Discount - (198 ) Net - 968 Less: Unsecured Convertible Notes - Third Party, current - 968 Unsecured Convertible Notes - Third Party, long term $ - $ - Total Unsecured Convertible Notes, current $ - $ 968 Total Unsecured Convertible Notes, long term $ 4,741 $ 3,948 Total principal maturities of the Company’s long-term borrowings, including 2018 Debentures, unsecured convertible notes, and note payable are $0.3 million for the year ending March 31, 2020, $0 for the year ending March 31, 2021 and $18.2 million for the year ending March 31, 2022. As of March 31, 2019, and 2018, the Company had outstanding 7.5% (effective as of April 1, 2018, previously 6%) unsecured convertible notes payable (the “Trinad Notes”) issued to Trinad Capital Master Fund Ltd. (“Trinad Capital”), a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder as follows: (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3.6 million under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May, 2021. At March 31, 2018, the balance due of $3.6 million included no accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $0.9 million. The notes were due on various dates through December 31, 2018. For the year ended March 31, 2018, the Company amortized $0.4 million of discount to interest expense, and the unamortized discount as of March 31, 2018 was $0.5 million. As of March 31, 2018, no accrued interest was added to the principal balance. On March 30, 2018, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital pursuant to which the maturity date of all of the Company’s 6% unsecured convertible notes was extended to May 31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. The Company evaluated the Amendment Agreement and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt – Modifications and Extinguishment. On March 31, 2019, the Company entered into a further Amendment of Notes Agreement (the “Second Amendment Agreement”) with Trinad Capital in which the maturity date of all of the Company’s 7.5% Unsecured Convertible Notes were all extended to May 31, 2021. The Company evaluated the Second Amendment Agreement and the modification was required to be accounted for as Troubled Debt Restructuring under ASC 470-50, Debt – Modifications and Extinguishment The Company may not redeem the convertible notes issued to Trinad Capital prior to May 2021 without Trinad Capital’s consent. (C) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $0.2 million. This note was due on September 13, 2018. In June 2018 the entire $0.2 million of principal and interest was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to additional paid in capital (“APIC”) as a result of the conversion. During the years ended March 31, 2019 and 2018, the Company amortized $0 and $0.1 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $34 thousand, respectively. As of March 31, 2018, $14 thousand of accrued interest was added to the principal balance. (D) Between November 22, 2016 and March 29, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.2 million. The notes are due on various dates through September 30, 2018. On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. For the years ended March 31, 2019 and 2018, the Company amortized less than $0.1 million and $0.9 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $0.2 million, respectively. (E) Between April 5, 2017 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.7 million. The notes were due on various dates through June 29, 2018. On March 12, 2018, $1.7 million of principal and interest were converted into shares of the Company’s common stock, and $0.2 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 115,559 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. For the years ended March 31, 2019 and 2018, the Company amortized $0 and $1.5 million of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0. In July 2018, the remaining $0.1 million of principal and interest of the notes was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 — Related Party Transactions Management Services from Trinad Management LLC Pursuant to the Management Agreement (the “Management Agreement”) with Trinad Capital Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014 and on a month-to-month basis thereafter, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2.1 million, with $0.1 million payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1.0 million due at the end of the 3-year term, and (ii) issuing a warrant to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.225 per share (the “Warrant”). The Warrant was exercisable in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.225 per share, resulting in the issuance of 716,216 shares of the Company’s common stock. Pursuant to the terms of the Employment Agreement, dated as of September 7, 2017, Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder and the Managing Member of Trinad LLC, agreed that effective as of the date of the consummation of the Public Offering (December 27, 2017), Trinad LLC would no longer receive the monthly fee under the Management Agreement. For year ended March 31, 2018, the Company incurred $0.3 million of such fees. The $1.0 million due to Trinad LLC at the end of the 3-year term was reflected as a liability on the March 31, 2016 balance sheet. Pursuant to the terms of the Management Agreement with Trinad LLC, during March 2017, the Company paid $0.8 million of the amount that was due at the end of the three-year term of the Management Agreement. The remaining $0.2 million due was paid in April 2017. Rent During the year ended March 31, 2018, the Company subleased office space from Trinad LLC for no cost to the Company as part of the Management Agreement. Such lease amounts were immaterial. Due to Related Parties As of March 31, 2019 and 2018, the amount due to related parties was less than $0.1 million in the aggregate, payable to Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder. This amount was provided to the Company for working capital as needed and is unsecured, noninterest bearing advance with no formal terms of repayment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 — Commitments and Contingencies Promotional Rights Certain of the Company’s content acquisition agreements contain minimum guarantees, and require that the Company makes upfront minimum guarantee payments. As of March 31, 2019, the Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $2.0 million for the fiscal year ending March 31, 2020, $1.6 million for the fiscal year ending March 31, 2021, $1.4 million for the fiscal year ending March 31, 2022 and $0.8 million for the fiscal year ending March 31, 2023. These agreements also provide for a revenue share that ranges between 35% and 50% of net revenues. In addition, there are other licenses, production and/or distribution agreements that provide for a revenue share of 50% on net revenues; however, without a requirement to make future minimum guaranteed payments irrespective to the execution and results of the planned events. As of March 31, 2019, the Company had prepaid minimum guarantees of $0.3 million in content acquisition costs related to minimum guarantees. Contractual Obligations As of March 31, 2019, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $2.0 million for the fiscal year ending March 31, 2020 and $0.8 million for the fiscal year ending March 31, 2021. On a quarterly basis, the Company records the greater of the cumulative actual content acquisition costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, subscribers and other terms of each agreement that impact the Company’s expected attainment or recoupment of the minimum guarantees based on the relative attribution method. Several of the Company’s content acquisition agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause the Company’s payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom the Company has entered into direct license agreements have the right to audit the Company’s content acquisition payments, and any such audit could result in disputes over whether the Company has paid the proper content acquisition costs. However, as of March 31, 2019, the Company does not believe it is probable that these provisions of its agreements discussed above will, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows. Employment Agreements As of March 31, 2019, the Company has employment agreements with five key employees (Chief Executive Officer, Chief Operating Officer, Chief Strategy Officer, Senior Executive Vice President and Chief Financial Officer) that provide annual salary payments of $1.4 million in the aggregate and target bonus compensation of up to $1.4 million for the year ending March 31, 2020, salary payments of $0.9 million and target bonus compensation of up to $0.9 million for the year ending March 31, 2021 salary payments of $0.9 million and target bonus compensation of up to $0.9 million for the year ending March 31, 2022, and salary payments of $0.3 million and target bonus compensation of up to $0.6 million for the year ending March 31, 2023. In addition, our Chief Strategy Officer earned a bonus of $0.1 million for the fiscal year ended March 31, 2018, in his role as our former Chief Financial Officer, in connection with the completion of our public offering in December 2017, which was payable in the fiscal year ended March 31, 2019, and subsequently agreed to extended payment of such bonus to the fiscal year ending March 2020. Furthermore, the employment agreements contain severance clauses that could require severance payments in the aggregate amount of $11.1 million (excluding the value of potential accelerated vesting of equity awards granted to such executive officers). Legal Proceedings On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. The Company and LiveXLive demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against LiveXLive Media and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $0.3 million in damages. To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, on December 23, 2016, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing. LXL was notified on September 27, 2017, that Blink TV Limited is in bankruptcy in England and now has liquidators in place who are assuming the litigation. The liquidators will need to move for permission to substitute in as the real parties in interest. Trial was set for October 1, 2018. In June 2018, LiveXLive settled the claim with the Plaintiffs for an immaterial amount. In July 2018, a final dismissal of this matter was entered in court. On July 17, 2017, Exodus Festival, Inc. (“Exodus”) filed a demand for arbitration with the International Centre for Dispute Resolution (“ICDR”), a division of the American Arbitration Association (the “AAA”), against Wantickets and LXL Tickets, in connection with event proceeds of $0.2 million allegedly owed by Wantickets to Exodus pursuant to a certain Presale Agreement For On-line Ticket Sales Services, entered into by and between Wantickets and Exodus on or about October 20, 2015 (the “Exodus-Wantickets Agreement”). Exodus alleges that LXL Tickets assumed Wantickets’ obligations under the Exodus-Wantickets Agreement pursuant to the Asset Purchase Agreement, dated May 5, 2017, among Wantickets, LXL Tickets, the Company and certain other persons. On January 8, 2018, the arbitrator denied LXL Tickets’ preliminary motion requesting for the arbitration claim to be dismissed based on jurisdictional and other arbitrability arguments and ruled that LXL Tickets assumed the Exodus-Wantickets Agreement by performing under the contract and/or as a successor interest. In June 2018, the parties concluded a formal arbitration proceeding with the arbitrator to determine to what extent is LXL Tickets liable to Exodus for the event proceeds allegedly owed to Exodus by Wantickets. In August 2018, the arbitrator issued a decision adverse to LXL Tickets whereby Exodus was awarded the sum of $0.2 million against LXL Tickets. In October 2018, pursuant to the terms of the APA (as defined below), the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for its costs and expenses incurred in connection with this matter. On November 29, 2017, CL, LLC (d/b/a Light Nightclub) and CDBC, LLC (d/b/a Daylight Beach Club) (collectively, “Light”) filed a claim in the District Court, Clark County, Nevada against Wantickets, the Company, LXL Tickets, Joseph Schnaier and Brian Landow, alleging total damages in excess of $0.3 million (plus attorneys’ fees) (the “Claim Amount”) and (i) as to Wantickets and Mr. Schnaier, breach of contract with respect to the Presale Agreement For On-line Ticket Sales Services, entered into by and between Wantickets and Light on or about September 30, 2016, and breach of implied covenant of good faith and fair dealing, (ii) as to Mr. Landow, tortious interference with contract, (iii) as to the Company and LXL Tickets, successor in interest liability, and (iv) as to all defendants (except for Mr. Landow), unjust enrichment. In connection with this action, on October 3, 2017, Light entered into a settlement agreement with Wantickets and Mr. Schnaier, pursuant to which, among other things, Mr. Schnaier agreed to pledge all of his shares in the Company (the “Schnaier Shares”) to secure his stipulated confession of judgment given to Light if Wantickets and Mr. Schnaier do not pay the Claim Amount by November 20, 2017. Wantickets and Mr. Schnaier have failed to pay the Claim Amount to Light by such date. Accordingly, on December 19, 2017, the court entered such confession of judgment and judgment against Wantickets and Mr. Schnaier. On December 22, 2017, the Company filed an answer on behalf of LXL Tickets that generally denied all the claims in Light’s complaint. In June 2018, an affiliate of Mr. Schnaier transferred approximately 51,500 shares of the Company’s common stock to Light to allow Light to sell such shares to satisfy the Claim Amount. On November 8, 2018, the Company, LXL Tickets and Light entered into a Settlement Agreement, pursuant to which each party released the other from any and all claims and damages related to this dispute, and a Stipulation for Dismissal with Prejudice, pursuant to which Light dismissed this matter as to the Company and LXL Tickets with prejudice with each party to bear their own attorney’s fees and costs of suit. The court subsequently approved such Stipulation. No consideration was paid by either the Company or LXL Tickets to Light related to this settlement. In October 2018, pursuant to the terms of the APA, the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for and its costs and expenses incurred in connection with this matter. As of March 31, 2019, the potential range of loss related to this matter was not material. On February 8, 2018, Wynn Las Vegas, LLC (“Wynn”) filed a claim in the District Court, Clark County, Nevada against LXL Tickets claiming total damages in excess of $0.6 million (the “Wynn Claim Amount”) as a result of alleged breach of contract, breach of covenant of good faith and fair dealing and unjust enrichment with respect to that certain Second Amendment and Extension of the Wantickets.com Presale Agreement entered into by and between Wantickets and Wynn on or about September 30, 2016 (the “Wantickets-Wynn Agreement”). In connection with this action, on June 21, 2017, Wynn filed suit in the Eighth Judicial District Court, Clark County, Nevada against RNG Tickets, LLC (d/b/a Wantickets) and Wantickets. That litigation is still pending and active. RNG Tickets has not filed a responsive pleading in the case and Wantickets RDM has defaulted. We believe that Wynn’s position is that LXL Tickets acquired Wantickets, including Wantickets’ obligations under the Wantickets-Wynn Agreement (and not just certain assets and liabilities of Wantickets), and as such LXL Tickets should be liable to Wynn for the Wynn Claim Amount pursuant to the Wantickets-Wynn Agreement. The Company further believes that this action against LXL Tickets is without merit and the Company intends to vigorously defend LXL Tickets and any obligations or liability to Wynn with respect to such claims. In October 2018, pursuant to the terms of the APA, the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for its costs and expenses incurred in connection with this matter. In April 2019, the parties agreed to informally stay the proceeding for the time being and extend discovery deadlines. As of March 31, 2019, the potential range of loss related to this matter was not material. In March 2018, Manatt Phelps & Phillips, LLP served the Company with a complaint filed on February 22, 2018 in the Supreme Court of the State of California County of Los Angeles against the Company. The complaint alleges, among other things, breach of contract and breach of promissory note. Plaintiff is seeking damages of $0.2 million, plus interest, attorneys’ fees and costs and other such relief as the court may award. On April 12, 2018, the Company filed an answer that generally denied all the claims in the complaint. On February 19, 2019, in connection with the settlement of the plaintiff’s Delaware action (as discussed below), the parties settled this matter agreeing that the Company would repay this note and accrued interest in full by June 30, 2019. Such settlement was approved by the court on March 4, 2019, and the plaintiff dismissed this action against the Company without prejudice. No additional consideration shall be paid by the Company to the plaintiff related to this settlement. On October 11, 2018, Manatt, Phelps & Phillips, LLP filed a complaint in the Court of Chancery of the State of Delaware against the Company alleging that we have improperly refused to remove the restrictive legend from the shares of the Company’s common stock owned by the plaintiff (the “Manatt DE Action”). Plaintiff is seeking declaratory judgment that all of the statutory prerequisites for removal of the restrictive legend have been met and injunctive relief requiring us to remove such restrictive legend, plus damages and losses suffered by the plaintiff as a result of our alleged conduct, including interest, attorneys’ fees and costs and other such relief as the court may award. On February 19, 2019, the parties entered into a settlement agreement and agreed to release each other from all claims and damages relating to this matter, pending the repayment by the Company of the promissory note discussed above by June 30, 2019 and the sale of such shares by Manatt in compliance with such order. The parties further agreed that within three days after the later of (i) Manatt’s sale of all of their shares pursuant to the court’s order in compliance therewith, or (ii) the promissory note repayment by such due date, the parties agreed to dismissal of this Delaware action and the California action with prejudice. Such settlement was approved by the court on March 4, 2019. Other than the repayment of the note and accrued interest in full, no additional consideration shall be paid by the Company to the plaintiff related to this settlement. On March 30, 2018, Joseph Schnaier, Danco Enterprises, LLC (an entity controlled by Mr. Schnaier, “Danco”), Wantmcs Holdings, LLC (an entity controlled by Mr. Schnaier) and Wantickets (an entity controlled by Mr. Schnaier) filed a complaint in the Supreme Court of the State of New York County of New York against each of the Company, LXL Tickets, Robert Ellin, Alec Ellin, Blake Indursky and Computershare Trust Company, N.A., the Company’s former transfer agent (“Computershare”). The complaint alleges, among other things, that the defendants fraudulently induced Mr. Schnaier to invest in the Company and consummate the acquisition of certain operation assets of Wantickets, breach of Schnaier’s employment agreement with LXL Tickets, fraudulent inducement related to Mr. Schnaier’s inability to sell shares of the Company’s common stock and related negligence claims against Computershare, and certain defamation claims. Plaintiffs are seeking equitable relief, damages of approximately $26.7 million, plus interest, attorneys’ fees and costs and other such relief as the court may award. The Company believes that the complaint is an intentional act by the plaintiffs to publicly tarnish the Company’s and its senior management’s reputations through the public domain in an effort to obtain by threat certain results for Mr. Schnaier’s self-serving and improper purposes. The Company has and intends to continue to vigorously defend all defendants in this lawsuit, and the Company believes that the allegations are without merit and that it has strong defenses. On June 26, 2018, the Company and LXL Tickets, filed counterclaims against the plaintiffs for breach of contract (including under the Asset Purchase Agreement entered into on May 5, 2017, among the plaintiffs, the Company and LXL Tickets (the “APA”)), fraudulent inducement, and other causes of action, seeking injunctive relief, damages, attorneys’ fees and expenses and such other relief as the court may award. The parties are currently engaged in pre-trial proceedings, including ongoing discovery with the trial not expected to commence, if any, until the first quarter of the Company’s fiscal year ending March 31, 2021. In October 2018, pursuant to the terms of the APA, the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for its costs and expenses incurred in connection with this matter. Per the court order issued in May 2019, the parties agreed to allow Mr. Schnaier sell his remaining shares of the Company’s common stock on an ongoing basis. The Company has and intends to continue to vigorously defend all defendants against any liability to the plaintiff with respect to such claims. As of March 31, 2019, the outcome of this lawsuit is inherently uncertain and the potential range of loss could have a material adverse effect on the Company’s business, financial condition and results of operations. During the years ended March 31, 2019 and 2018, the Company recorded aggregate legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by a number of third- parties of less than $0.1 million and $0.4 million, respectively. Each of the full amounts were expensed and included in general and administrative expenses during their respective years ended March 31, 2019 and 2018. While the resolution of the above matters cannot be predicted with certainty, other than as set forth above the Company does not believe, based on current knowledge, that the outcome of the currently pending claims or legal proceedings in which the Company is currently involved will have a material adverse effect on the Company’s financial statements. From time to time, the Company is involved in legal proceedings and other matters arising in connection with the conduct of its business activities. Many of these proceedings may be at preliminary stages and/or seek an indeterminate amount of damages. The Company regularly evaluates the status of its commitments and contingencies in which it is involved to (i) assess whether a material loss is probable or there is at least a reasonable possibility that a material loss or an additional material loss in excess of a recorded accrual may have been incurred and (ii) determine if financial accruals are required when appropriate. The Company records an expense accrual for any commitments and loss contingency when it determines that a loss is probable and the amount of the loss can be reasonably estimated. If an expense accrual is not appropriate, the Company further evaluates each matter to assess whether an estimate of possible loss or range of loss can be made and whether or not any such matter requires additional disclosure. There can be no assurance that any proceeding against the Company will be resolved in amounts that will not differ from the amounts of estimated exposures. Legal fees and other costs of defending litigation are expensed as incurred. Leases Beginning on August 1, 2017, the Company was given the right to occupy approximately 5,200 square feet of office space in West Hollywood, California. The space was provided to the Company by an unrelated third party and is fully furnished. The Company compensated the landlord in cash at the rate of approximately $38 thousand per month for months that the Company occupied the space. The Company or the third party had the right to terminate the arrangement at any time without prior notice, and the Company terminated this arrangement subsequent to the year end, effective April 30, 2019. Subsequent to the year end, on May 1, 2019 the Company entered into a month to month agreement with a third party to lease office space in Los Angeles, California for $20 thousand per month. Slacker leases its San Diego, California premises under operating leases expiring on December 31, 2019. Rent expense for the operating leases totaled $0.4 million for the year ended March 31, 2019 and $0.1 million for the period from acquisition on December 29, 2017 through March 31, 2018. Total rent expense for the fiscal years ended March 31, 2019 and 2018 was $1.0 million and $0.7 million, respectively. Future minimum lease payments under noncancelable operating leases as of March 31, 2019, with initial or remaining terms of one or more years are as follows (in thousands): Year Ending Operating Leases $ 244 Non-Income Related Taxes In general, the Company has not historically collected state or local sales, use or other similar taxes in any jurisdictions in which the Company does not have a tax nexus, in reliance on court decisions or applicable exemptions that restrict or preclude the imposition of obligations to collect such taxes with respect to online sales of its music subscription services. In addition, the Company has not historically collected state or local sales, use or other similar taxes in certain jurisdictions in which it has a physical presence, in reliance on applicable exemptions. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. The Company evaluated the new requirements, and based upon its assessment determined that its sales tax exposure was not material to the financial results as of March 31, 2019. The Company is in the process of determining how and when its collection practices will need to change in the relevant jurisdictions, including obtaining resale certificates from third party resellers of the Company’s music services, as necessary. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 15 — Employee Benefit Plan Effective March 2019, the Company sponsors a 401(k) plan (the “401(k) Plan”) covering all employees. Prior to March 31, 2019, only Slacker employees were eligible to participate in the 401(k) Plan. Employees are eligible to participate in the Plan the first day of the calendar month following their date of hire. The Company may make discretionary matching contributions to the 401(k) Plan on behalf of its employees up to a maximum of 100% of the participant’s elective deferral up to a maximum of 5% of the employees’ annual compensation. The Company made matching contributions of less than $0.1 million to the 401(k) Plan for the year ended March 31, 2019 and from the acquisition date of Slacker on December 29, 2017 through March 31, 2018, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 16 — Stock-Based Compensation The Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”) which reserves a total of 12,600,000 shares of the Company’s common stock for issuance. Incentive awards authorized under the 2016 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan. The maximum contractual term for awards is 10 years. As of March 31, 2019, there were 5,832,508 shares of common stock available for future issuance under the 2016 Plan. Options Grants to Employees The Company recognized share-based compensation expense to employees of $7.2 million and $3.2 million during the years ended March 31, 2019 and 2018, respectively. The total tax benefit recognized related to this share-based compensation expense to employees was $0 for the years ended March 31, 2019 and 2018. As of March 31, 2019, unrecognized compensation costs for unvested awards to employees was $4.0 million, which is expected to be recognized over a weighted-average period of 0.7 years on an accelerated basis. The maximum contractual term for awards is 10 years. The following table provides information about our option grants to employees for the last two fiscal years: Year Ended March 31, 2019 2018 Number of options granted 1,237,500 4,883,333 Weighted-average exercise price per share $ 4.63 $ 3.56 Weighted-average grant date fair value per share $ 2.23 $ 3.48 The grant date fair value of each of these option grants to employees was determined using the Black-Sholes-Merton option-pricing model with the following assumptions: Year Ended March 31, 2019 2018 Expected volatility 47.43%-52.30 % 47.80% - 205.93% Dividend yield 0.00 % 0.00 % Risk-free rate 2.52%-2.96 % 1.63%-2.69% Expected term (in years) 5.10-7.00 5.12-10.00 The following table summarizes the activity of our options to employees during the years ended March 31, 2019 and 2018: Number of Shares Weighted-Average Outstanding as of March 31, 2017 - $ - Granted 4,883,333 3.56 Exercised - - Forfeited or expired (1,083,332 ) 1.65 Outstanding as of March 31, 2018 3,800,001 4.10 Granted 1,237,500 4.63 Exercised - - Forfeited or expired (157,500 ) 5.49 Outstanding as of March 31, 2019 4,880,001 3.95 Exercisable as of March 31, 2019 1,902,227 3.79 The weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of March 31, 2019 was 8.8 years and 8.8 years, respectively. The intrinsic value of options to employees outstanding and options to employees exercisable was $7.2 million and $3.0 million, respectively, at March 31, 2019. Options Grants to Non-Employees The Company recognized share-based compensation expense to non-employees of $0.1 million and less than $0.1 million during the years ended March 31, 2019 and 2018, respectively. The total tax benefit recognized related to this share-based compensation expense to non-employees was $0 for the years ended March 31, 2019 and 2018. As of March 31, 2019, unrecognized compensation costs for unvested awards to non-employees was $43 thousand, which is expected to be recognized over a weighted-average period of 0.4 years on an accelerated basis. The maximum contractual term for awards is 10 years. The following table provides information about our option grants to non-employees for the last two fiscal years: Year Ended March 31, 2019 2018 Number of options granted - 101,667 Weighted-average exercise price per share $ - $ 4.00 Weighted-average grant date fair value per share $ - $ 1.84 The grant date fair value of each of these option grants to non-employees was determined using the Black-Sholes-Merton option pricing model with the following assumptions: Year Ended March 31, 2019 2018 Expected volatility - % 47.80%-48.69 % Dividend yield - % 0.00 % Risk-free rate - % 2.65 % Expected term (in years) - 5.50-6.00 The following table summarizes the activity of our options to non-employees during the years ended March 31, 2019 and 2018: Number of Shares Weighted-Average Exercise Price per Share Outstanding as of March 31, 2017 - $ - Granted 101,667 4.00 Exercised - - Forfeited or expired - - Outstanding as of March 31, 2018 101,667 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2019 101,667 4.00 Exercisable as of March 31, 2019 - - The weighted average remaining contractual term for options to non-employees outstanding as of March 31, 2019 was 8.9 years. The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was $0 at March 31, 2019. Restricted Stock Units Grants The Company recognized share-based compensation expense to employees of $2.1 million and $0 million during the years ended March 31, 2019 and 2018, respectively. Compensation expense resulting from restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. The total tax benefit recognized related to this share-based compensation expense to employees was $0 for the years ended March 31, 2019 and 2018. As of March 31, 2019, unrecognized compensation costs for unvested awards to employees was $4.3 million, which is expected to be recognized over a weighted-average period of 1.3 years on an accelerated basis. The following table provides information about our restricted stock units grants to employees for the last two fiscal years: Year Ended March 31, 2019 2018 Number of units granted 1,377,391 - Weighted-average grant date fair value per share $ 4.64 $ - The following table summarizes the activity of our restricted stock units to employees during the years ended March 31, 2019 and 2018: Number of Shares Outstanding as of March 31, 2018 - Granted 1,377,391 Vested - Canceled - Outstanding as of March 31, 2019 1,377,391 Vested and expected to vest at March 31, 2019 1,377,391 The weighted-average remaining contractual term for restricted stock units to employees outstanding and vested and expected to vest as of March 31, 2019 was 1.3 years, respectively. The intrinsic value of restricted share units to employees outstanding and vested and expected to vest was $1.2 million, respectively, at March 31, 2019. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 17 — Stockholders' Deficit Issuance of Common Stock for Services to Consultants During the year ended March 31, 2019 and 2018, the Company issued 449,374 and 725,885 restricted shares of its common stock valued at $2.2 million and $3.4 million, respectively, to certain Company consultants. During the year ended March 31, 2019 and 2018, the Company recorded $3.1 million and $1.7 million, respectively, of expense related to the restricted stock issuances. As of March 31, 2019, the remaining unrecognized compensation cost of approximately $0.6 million is expected to be recorded over the next year as shares vest. Issuance of Common Stock for Services to Employees During the year ended March 31, 2019 and 2018, the Company issued 0 and 408,433 shares of its common stock valued at $0 and $1.9 million, respectively, to certain employees. During the year ended March 31, 2019 and 2018, the Company recorded $0.5 million and $1.2 million, respectively, of expense related to the stock issuances. As of March 31, 2019, the remaining unrecognized compensation cost of $38 thousand is expected to be recorded over the next year as the shares vest. Additional details of the Company's issuances of its restricted common stock to employees during the years ended March 31, 2019 and 2018 are as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Non-vested as of March 31, 2017 - $ - Granted 408,433 4.58 Vested (220,933 ) 4.21 Forfeited or expired - Non-vested as of March 31, 2018 187,500 5.01 Granted - Vested (172,222 ) 5.01 Forfeited or expired - - Non-vested as of March 31, 2019 15,278 5.01 Warrants During the year ended March 31, 2018, the Company issued warrants along with a series of convertible notes to acquire 740,834 shares of the Company's common stock valued at $1.4 million at an exercise price of $0.01-0.03 per share. During the year ended March 31, 2018, 790,834 warrants were exercised into 790,834 shares of the Company's common stock for net proceeds of $15 thousand. On February 21, 2018, the Company issued warrants to acquire 20,000 shares of the Company's common stock in exchange for services performed by nonemployees. These warrants were valued at $28 thousand at an exercise price of $4.05 per share. The aggregate fair value of the 20,000 warrants issued was determined to be $28 thousand using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 2.44%; dividend yield of 0%; volatility rate of 48.20%; and an expected life of three years. On March 12, 2018, the Company issued warrants to acquire 147,363 shares of the Company's common stock, with an exercise price of $4.00 per share, valued at $0.2 million as an inducement to convert certain Company 6% convertible notes. The aggregate fair value of the 147,363 warrants issued was determined using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 2.43%; dividend yield of 0%; volatility rate of 48.30%; and an expected life of three years. The table below summarizes the Company's warrant activities: Number of Warrants Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Balance outstanding, March 31, 2017 50,000 $ 0.30 2.99 Granted 908,197 0.75 2.50 Exercised (790,834 ) 0.02 2.25 Forfeited/expired - - - Balance outstanding, March 31, 2018 167,363 4.01 2.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, March 31, 2019 167,363 4.01 1 .94 Exercisable, March 31, 2019 167,363 4.01 1.94 At March 31, 2019, the intrinsic value of warrants outstanding and exercisable was $0.2 million. Authorized Common Stock and Creation of Preferred Stock The Company has the authority to issue to 501,000,000 shares, consisting of 500,000,000 shares of the Company's common stock and 1,000,000 shares of the Company's preferred stock, $0.001 par value per share (the "preferred stock"). The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company's board of directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company's board of directors. The Company's board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock. While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company's board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 18 — Income Tax Provision On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law, making significant changes to the taxation of U.S. business entities. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, imposed a one-time transition tax in connection with the move from a worldwide tax system to a territorial tax system, imposed limitations on certain tax deductions such as fringe benefits including employee parking, executive compensation in future periods, and included numerous other provisions. Since the Company is not in a current U.S. federal tax paying position, the U.S. tax provision consists primarily of deferred tax benefits calculated at the 21% tax rate. The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, further interpretation and legislative guidance regarding the new Tax Act, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items. The components of pretax loss and provision for income taxes are as follows (in thousands): Year Ended March 31, 2019 2018 Loss before income taxes: Domestic $ (37,544 ) $ (23,330 ) Foreign - - Total loss before income taxes $ (37,544 ) $ (23,330 ) The provision for income taxes consisted of the following: Current U.S. Federal $ - $ - State 7 6 Foreign - - Total Current 7 6 Deferred: U.S. Federal - - State 211 - Foreign - - Total Deferred 211 - Total provision for income taxes $ 218 $ 6 The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are as follows (in thousands): Year Ended March 31, 2019 2018 Income taxes computed at Federal statutory rate $ (7,884 ) $ (7,360 ) State tax — net of federal benefit (1,555 ) (330 ) State minimum taxes 7 6 Change in valuation allowance 8,987 6,311 Permanent differences 663 1,379 Total provision for income taxes $ 218 $ 6 At March 31, 2019 and 2018, the Company had available federal and state net operating loss carryforwards to reduce future taxable income of approximately $70.5 million and $54.3 million, respectively. The federal and state net operating loss carryforwards begin to expire on various dates beginning in 2024. Of the $70.5 million of federal net operating loss carryforwards, $54.3 million was generated in tax years beginning before March 31, 2018 and is subject to the 20-year carryforward period (“pre-Tax Act losses”), the remaining $16.2 million (“post-Tax Act losses”) can be carried forward indefinitely but is subject to the 80% taxable income limitation. The Company obtained $136 million and $2.6 million of net operating loss and credit carryforwards, respectively, through the acquisition of Slacker, Inc. in December 2017. Utilization of these losses is limited by Section 382 and 383 of the Code in fiscal year end March 31, 2018 and each taxable year thereafter. The Company has estimated a limitation and revalued the losses and credits at $22 million and $0, respectively. It is possible that the utilization of these NOL carryforwards and tax credits may be further limited. The Company is undertaking a study to determine the applicable limitations, if any. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the federal and state jurisdictions where applicable. There are currently no pending income tax examinations. The Company’s tax years for 2014 and forward are subject to examination by the federal and California tax authorities due to the carryforward of unutilized net operating losses. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2019 and 2018, the Company has not accrued interest or penalties related to uncertain tax positions. Significant components of the Company’s deferred income tax assets and liabilities are as follows as of (in thousands): Year Ended March 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 18,005 $ 12,469 Property and equipment 135 122 Accruals and reserves 796 333 Stock compensation 3,154 1,003 Tax credits - 2,618 Capital loss carryforward 556 502 Gross deferred tax assets 22,646 17,047 Deferred tax liabilities: Intangible assets (6,832 ) (10,009 ) Net deferred tax assets 15,814 7,038 Valuation allowance (16,025 ) (7,038 ) Net deferred tax liability $ (211 ) $ - As the ultimate realization of the potential benefits of the Company’s deferred tax assets is considered unlikely by management, the Company has offset the deferred tax assets attributable to those potential benefits through valuation allowances. Accordingly, the Company did not recognize any benefit from income taxes in the accompanying Consolidated Statements of Operations to offset its pre-tax losses. The valuation allowance is $16.0 million and $7.0 million for the years ended March 31, 2019 and 2018, respectively. |
Business Segment and Geographic
Business Segment and Geographic Reporting | 12 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Reporting | Note 19 — Business Segment and Geographic Reporting The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280”). Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. Customers The Company has one external customer that accounts for more than 10% of its revenue. Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $13.7 million and $1.8 million for the year ended March 31, 2019 and in the period from the acquisition of Slacker on December 29, 2017 through March 31, 2018, respectively. Geographic Information The Company operates as an Internet live music streaming platform based in the United States. All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 20 — Fair Value Measurements The following table presents the fair value of the Company’s financial liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2019 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 586 $ - $ - $ 586 The following table presents a reconciliation of the Company’s derivative instruments (in thousands): Amount Balance as of March 31, 2018 $ - Bifurcated embedded derivative recognized on issuance of senior secured convertible debentures 263 Total fair value adjustments reported in earnings 323 Balance as of March 31, 2019 $ 586 The Company did not elect the fair value measurement option for the following financial assets and liabilities. The fair values of certain financial instruments and the hierarchy level the Company used to estimate the fair values are shown below (in thousands): March 31, 2019 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 13,704 $ 13,704 $ - $ - Restricted cash 235 235 - - Liabilities: Note payable 312 - - 312 Senior secured convertible debentures, net 11,809 - - 13,737 Unsecured convertible notes payable, net 4,741 - - 8,844 March 31, 2018 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 10,285 $ 10,285 $ - $ - Restricted cash 3,685 3,685 - - Liabilities: Note payable 294 - - 294 Bank debt 3,500 - 3,500 - Unsecured convertible notes payable, net 4,916 - - 4,916 The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of March 31, 2019 and 2018. The Company’s estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments. Due to their short maturity, the carrying amounts of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values at March 31, 2019 and 2018. The Company’s outstanding debt is carried at cost, adjusted for discounts. The Company’s bank debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs. The Company’s debentures, embedded derivatives and unsecured convertible notes payable with fixed rates are not publicly traded and the Company has estimated fair values using a variety of valuation models and market rate assumptions. The debentures, embedded derivates and unsecured convertible notes are valued using a binomial lattice model, a risk neutral model and a yield model with a Black-Scholes-Merton option pricing model, respectively. The Company has recognized $0.3 million of expense in the year ended March 31, 2019, related to the fair value of bifurcated derivatives through other income (expense). The Company’s note payable is not publicly traded and fair value is estimated to equal carrying value. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the Company's consolidated financial statements in conformity with the United States of America ("US") generally accepted accounting principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, valuation of media content, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, the fair value of the Company's equity-based compensation awards and convertible debt and debenture instruments, fair value of derivatives and contingencies. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Revenue Recognition Policy | Revenue Recognition Policy On April 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and subscription services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company’s efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will not be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved. Practical Expedients The Company elected the practical expedient and did not restate contracts that began and were completed within the same annual reporting period. The Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its subscription service streams and may act as principal or agent for its advertising and licensing revenue streams. The Company’s revenue is principally derived from the following services: Subscription Services Subscription services revenue substantially consist of monthly to annual recurring subscription fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring subscription fees collected in advance and recognizes them in the period earned. Subscription revenue is recognized in the period of services rendered. The Company’s subscription revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes subscription revenue straight-line through the subscription period. Subscription Services consist of: Direct subscriber, mobile service provider and mobile app services The Company generates revenue for subscription services on both a direct basis and through subscriptions sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For subscriptions sold through the Mobile Providers, the subscriber executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the subscriber upon purchase of the subscription. The Mobile Providers promote the Slacker app through their e-store, process payments for subscriptions, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the subscriber is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the subscriber. Subscription revenues from monthly subscriptions sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the subscription is sold on a direct basis or through Mobile Providers. Subscriptions sold on a direct basis require payment before the services are delivered to the customer. The payment terms for subscriptions sold through Mobile Providers vary, but are generally payable within 30 days. Third-Party Original Equipment Manufacturers The Company generates revenue for subscription services through subscriptions sold through a third-party Original Equipment Manufacturer (the “OEM”). For subscriptions sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the subscription. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have the Slacker application installed. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company’s payment terms with OEM are up to 30 days. The OEM does not charge the car owners a fee for the Slacker service. Advertising Revenue Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis which represents the Company’s efforts to satisfy the performance obligation. Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream its live music services in certain geographies (e.g. China). Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs. The Company reports licensing revenue on a gross basis as the Company acts as the principal in the underlying transactions. |
Cost of Sales | Cost of Sales Cost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company's customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker's radio services. As of March 31, 2019, and 2018, the Company accrued $9.9 million and $7.7 million of royalties due to artists from use of Slacker's radio services, respectively. |
Sales and Marketing | Sales and Marketing Sales and Marketing include the direct and indirect costs related to the Company’s product and event advertising and marketing. |
Product Development | Product Development Product development costs primarily are expenses for research and development, product and content development activities, including internal software development and improvement costs which have not been capitalized by the Company. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period, on an accelerated basis. The Company accounts for awards with graded vesting as if each vesting tranche is valued as a separate award. The Company uses the Black-Scholes-Merton option pricing model to determine the grant date fair value of stock options. This model requires the Company to estimate the expected volatility and the expected term of the stock options which are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company uses a predicted volatility of its stock price during the expected life of the options that is based on the historical performance of the Company’s stock price as well as including an estimate using guideline companies. The expected term is computed using the simplified method as the Company’s best estimate given its lack of actual exercise history. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the stock. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units (“RSUs”) and warrant grants. Forfeitures are recognized as incurred. Stock option awards issued to non-employees are accounted for at grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company's Statements of Operations in the period that includes the enactment date. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. At March 31, 2019 and 2018, the Company had 167,363 warrants outstanding, 4,981,668 and 3,901,688 options outstanding, respectively, and 2,942,391 and 1,882,364 shares of the Company’s common stock issuable underlying the Company’s convertible notes payable and convertible debentures payable, respectively. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values. The excess of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses and cash flows, weighted average cost of capital, discount rates, estimates of customer turnover rates and estimates of terminal values. |
Discontinued Operations | Discontinued Operations In determining whether a group of assets that is disposed (or to be disposed) should be presented as a discontinued operation, the Company analyzes whether the group of assets being disposed represents a component of the Company; that is, whether it had historic operations and cash flows that were clearly distinguished, both operationally and for financial reporting purposes. In addition, the Company considers whether the disposal represents a strategic shift that has or will have a major effect on its operations and financial results. The results of discontinued operations, as well as any gain or loss on the disposal, if applicable, are aggregated and separately presented in the Company’s consolidated statements of operations, net of income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 (in thousands): 2019 2018 Cash and cash equivalents $ 13,704 $ 10,285 Restricted cash 235 3,685 Total cash and cash equivalents and restricted cash $ 13,939 $ 13,970 |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company's cash for periods of less than one year. As of March 31, 2019 and 2018, the Company had restricted cash of $0.2 million and $3.7 million, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its subscription receivables. At March 31, 2019, the Company had three customers that made up 10%, 26% and 36% of the total accounts receivable balance. At March 31, 2018, the Company had three customers that made up 15%, 16% and 34% of the total accounts receivable balance. The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 (in thousands): 2019 2018 Accounts receivable, gross $ 4,318 $ 3,019 Less: Allowance for doubtful accounts 4 29 Accounts receivable, net $ 4,314 $ 2,990 Movements in the balance for bad debt reserve for the years ended March 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Beginning balance $ 29 $ - Bad debt reserve acquired in acquisition - 21 Additions/(reductions) charged to statements of operations (3 ) 8 Less: Bad debt write offs 22 - Ending balance $ 4 $ 29 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows: buildings and improvements (5 years), furniture and equipment (3 to 5 years) and computer equipment and software (3 to 5 years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term. The Company evaluates the carrying value of its property and equipment if there are indicators of potential impairment. The Company performs an analysis to determine the recoverability of the asset group carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset group. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset group, the excess of the net book value over the estimated fair value is recorded in the Company’s consolidated statements of operations. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset group using discount and capitalization rates deemed reasonable for the type of assets, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers. |
Capitalized Internal-Use Software | Capitalized Internal-Use Software The Company capitalizes certain costs incurred to develop software for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Costs related to minor enhancements, maintenance and training are expensed as incurred. Capitalized internal-use software costs are amortized on a straight-line basis over their three- to five-year estimated useful lives. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. During the years ended March 31, 2019 and 2018, the Company capitalized $3.1 million and $0 of internal use software, respectfully. |
Goodwill | Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company evaluates goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducts its annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. Estimations and assumptions regarding the number of reporting units, future performances, results of the Company’s operations and comparability of its market capitalization and net book value will be used. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is measured by the resulting amount. Because the Company has one reporting unit, as part of the Company’s qualitative assessment an entity-wide approach to assess goodwill for impairment is utilized. No impairment losses have been recorded in the fiscal years ended March 31, 2019 and 2018. The Company’s reporting unit is the same as its operating segment and reporting segment as described in Note 19 - Business Segment and Geographic Reporting |
Intangible Assets with Indefinite Useful Lives | Intangible Assets with Indefinite Useful Lives The Company's indefinite-lived intangible assets consist of trademarks and trade names. The Company evaluates indefinite-lived intangible assets for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company conducts its annual impairment analysis in the fourth quarter of each fiscal year. |
Intangible Assets with Finite Useful Lives | Intangible Assets with Finite Useful Lives The Company has certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, and Capitalized Software Development Costs resulting from business combinations. Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which are generally as follows: Intellectual Property (15 years), Customer Relationships (1.5-5 years), Domain Names (5 years), and Software (5 years). The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. No impairment losses have been recorded in the years ended March 31, 2019 and 2018. |
Deferred Revenue and Costs | Deferred Revenue and Costs Deferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight line over the remaining contractual term or estimated customer life of an agreement. In the event the Company receives cash in advance of providing its music services, the Company will also defer an amount of such future royalty and costs to 3rd party music labels, publishers and other providers on its balance sheets. Deferred costs are amortized to expense concurrent with the recognition of the related revenue and the expense is included in cost of sales. |
Fair Value Measurements - Valuation Hierarchy | Fair Value Measurements - Valuation Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements On April 1, 2018, the Company adopted Topic 606 and all related amendments and applied the concepts to all contracts using the full retrospective method. The adoption of this standard did not have a material impact to the Company's income from continuing operations, net income, retained earnings, or any other financial statement line items. See Note 3 – Revenue for further discussion and disclosures required under this guidance. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to nonemployee share-based payment accounting Compensation – Stock Compensation |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements In addition, the Company has determined that it will elect and apply the available transition practical expedients upon adoption. By electing these practical expedients, the Company will: ● not reassess whether expired or existing contracts contain leases under the new definition of a lease; ● not reassess lease classification for expired or existing leases; ● not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842; In August 2018, the FASB issued ASU No. 2018-15. Intangibles - Goodwill and Other – Internal-Use Software, In November 2018, the FASB issued ASU 2018-18 which clarified the interaction between Topic 808 and Topic 606, which makes targeted improvements for collaborative arrangements as follows: a) clarifies that certain transactions between collaborative arrangement participants are within the scope of ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account. b) adds unit-of-account (i.e., distinct good or service) guidance to ASC 808 to align with the guidance in ASC 606 to determine whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606. And c) specifies that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, if the collaborative arrangement participant is not a customer, an entity is precluded from presenting the transaction together with revenue recognized under ASC 606. The ASU is effective for public business entities for fiscal years ending after December 15, 2019. For all other entities, the ASU is effective for annual reporting periods ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures, as well as the timing of adoption and the application method. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies three specific issues within ASC 842, Leases. Issue 1: Determining the Fair Value of the Underlying Asset by Lessors That Are Not Manufacturers or Dealers provides an exception for lessors that are not manufacturers or dealers for determining fair value of an underlying asset. Specifically, those lessors will use their cost, reflecting any volume or trade discounts that may apply, as the fair value of the underlying asset. However, if significant time lapses between the acquisition of the underlying asset and lease commencement, those lessors will be required to apply the definition of fair value (exit price) in ASC 820. Issue 2: Presentation on the Statement of Cash Flows specifies that lessors that are depository and lending institutions within the scope of ASC 942 will present all "principal payments received under leases" within investing activities on the statement of cash flows. Other lessors will continue to apply the guidance in ASC 842 that requires presentation of all cash receipts from leases within operating activities. Issue 3: Transition Disclosures Related to Topic 250, Accounting Changes and Error Corrections provides an exception to the paragraph 250-10-50-3 interim disclosure requirements in the ASC 842 transition disclosure requirements. The ASU is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those years. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures, as well as the timing of adoption and the application method. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the U.S. Securities and Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivable, net | 2019 2018 Accounts receivable, gross $ 4,318 $ 3,019 Less: Allowance for doubtful accounts 4 29 Accounts receivable, net $ 4,314 $ 2,990 |
Schedule of balance for bad debt reserve | 2019 2018 Beginning balance $ 29 $ - Bad debt reserve acquired in acquisition - 21 Additions/(reductions) charged to statements of operations (3 ) 8 Less: Bad debt write offs 22 - Ending balance $ 4 $ 29 |
Schedule of cash, cash equivalents and restricted cash | 2019 2018 Cash and cash equivalents $ 13,704 $ 10,285 Restricted cash 235 3,685 Total cash and cash equivalents and restricted cash $ 13,939 $ 13,970 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Year Ended 2019 2018 Revenue Subscription services $ 30,398 $ 6,459 Advertising 2,904 656 Licensing 399 80 Total Revenue $ 33,701 $ 7,195 |
Schedule of contract liabilities balances | Contract Liabilities Balance as of March 31, 2018 $ 1,046 Revenue recognized that was included in the contract liability at beginning of period (1,046 ) Increase due to cash received, excluding amounts recognized as revenue during the period 950 Balance as of March 31, 2019 $ 950 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Slacker Inc [Member] | |
Business Acquisition [Line Items] | |
Summary of fair value of the assets acquired | Consideration Fair Value Cash $ 2,525 Less cash acquired (113 ) Net cash consideration 2,412 Equity at fair value 26,167 Net consideration $ 28,579 Asset Type Fair Value Restricted cash $ 150 Accounts receivable 3,339 Prepaid expense and other assets 254 Deferred cost of sales 458 Property and equipment 400 Trademarks/trade names 4,637 Intellectual property 5,366 Customer relationships 6,570 Software 19,280 Goodwill 9,672 Deferred tax asset 1,181 Allowance for deferred tax asset (1,181 ) Assumed current portion of long-term debt (3,907 ) Assumed current liabilities (17,640 ) Net consideration $ 28,579 |
Schedule of changes in purchase price allocation | Consideration Final Fair Value Preliminary Fair Value* Change** Cash $ 2,525 $ 2,525 $ - Less cash acquired (113 ) (113 ) - Net cash consideration 2,412 2,412 - Equity at fair value 26,167 31,911 (5,744 ) Net consideration $ 28,579 $ 34,323 $ (5,744 ) Final Allocation Preliminary Allocation* Change** Restricted cash $ 150 $ 150 $ - Accounts receivable 3,339 3,339 - Prepaid expense and other assets 254 254 - Deferred cost of sales 458 458 - Property and equipment 400 400 - Trademarks/tradenames 4,637 11,436 (6,799 ) Intellectual property 5,366 8,454 (3,088 ) Customer relationships 6,570 6,618 (48 ) Software 19,280 19,384 (104 ) Goodwill 9,672 5,377 4,295 Deferred tax asset 1,181 1,523 (342 ) Allowance for deferred tax asset (1,181 ) (1,523 ) 342 Assumed current portion of long-term debt (3,907 ) (3,907 ) - Assumed current liabilities (17,640 ) (17,640 ) - Net consideration $ 28,579 $ 34,323 $ (5,744 ) (* Preliminary fair values recorded as of March 31, 2018. **The fair value of equity consideration was changed by $5.7 million to reflect the lack of marketability from an 18-month lockout period. Changes in values of Tradenames and Intellectual property due to finalization of royalty rates.) |
Summary of revenues and net loss | Year Ended 2018 Revenues $ 29,402 Net Loss (35,470 ) |
Wantickets [Member] | |
Business Acquisition [Line Items] | |
Summary of fair value of the assets acquired | Asset Type Fair Value Property and Equipment $ 109 Trademark / Trade Name 431 Software 1,004 Customer Relationships 369 Domain Names 106 Goodwill 1,321 Purchase Consideration $ 3,340 |
Dispositions (Tables)
Dispositions (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of constituting net loss from discontinued operations | Period Ended Revenues $ 640 Cost of Sales 151 Gross Profit 489 Selling, general and administrative expenses 2,019 Loss on discontinued operations $ (1,530 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of March 31, 2019 2018 Property and equipment, net Production equipment $ 54 $ 51 Computer, machinery, and software equipment 573 449 Furniture and fixtures 23 23 Leasehold improvements 19 19 Capitalized internally developed software 3,070 - Total property and equipment 3,739 542 Less accumulated depreciation and amortization (1,019 ) (149 ) Total property and equipment, net $ 2,720 $ 393 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Goodwill Balance as of March 31, 2017 $ - Acquisitions 6,698 Discontinued operations (1,321 ) Balance as of March 31, 2018 $ 5,377 Acquisitions - Finalization of purchase price allocation of Slacker (see Note 4*) 4,295 Balance as of March 31, 2019 $ 9,672 (* Increase in goodwill due to change in fair value of equity consideration transferred and final fair value of assets acquired and liabilities assumed.) |
Schedule of changes in carrying amount of indefinite-lived intangible assets | Tradenames Balance as of March 31, 2018 $ - Acquisitions - Finalization of purchase price allocation of Slacker (see Note 4*) 4,637 Impairment losses - Balance as of March 31, 2019 $ 4,637 (* Tradenames determined to be indefinite-lived intangible asset in final purchase accounting. Preliminarily booked as a definite lived intangible asset.) |
Schedule of finite-lived intangible assets | Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 4,819 $ 14,461 Intellectual property (patents) 5,366 447 4,919 Customer relationships 6,570 3,665 2,905 Domain names 29 8 21 Total $ 31,245 $ 8,939 $ 22,306 Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,384 $ 968 $ 18,416 Trademark/trade name 11,436 572 10,864 Intellectual property (patents) 8,454 141 8,313 Customer relationships 6,618 739 5,879 Domain names 29 2 27 Total $ 45,921 $ 2,422 $ 43,499 |
Schedule of estimated future amortization expense | For Years Ended March 31, 2020 $ 5,683 2021 4,744 2022 4,744 2023 3,648 2024 358 Thereafter 3,129 $ 22,306 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | As of March 31, 2019 2018 Accounts payable $ 18,316 $ 10,996 Accrued liabilities 2,519 1,158 Due to related parties 71 53 $ 20,906 $ 12,207 |
Senior Secured Convertible De_2
Senior Secured Convertible Debentures (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Senior Secured Convertible Debentures [Abstract] | |
Schedule of senior secured convertible debentures | March 31, March 31, 2019 2018 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ 13,101 $ - Accrued interest 142 - Fair Value of Embedded Derivatives 586 - Less: Discount (1,434 ) - Net 12,395 - Less: Senior Secured Convertible Debentures, current 2,111 - Senior Secured Convertible Debentures, long-term $ 10,284 $ - |
Unsecured Convertible Notes (Ta
Unsecured Convertible Notes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of unsecured convertible notes payable | As of March 31, 2019 2018 Unsecured Convertible Notes - Related Party (A) 7.5% Unsecured Convertible Note - Due May 31, 2021 $ 3,850 $ 3,581 (B) 7.5% Unsecured Convertible Notes - Due May 31, 2021 967 900 Less: Discount (76 ) (533 ) Net 4,741 3,948 Less: Convertible Note Payable - Related Party, current - - Convertible Notes Payable - Related Party, long-term $ 4,741 $ 3,948 Unsecured Convertible Notes - Third Party (C) 6% Unsecured Convertible Note - Due September 13, 2018 $ - $ 164 (D) 6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 - 950 (E) 6% Unsecured Convertible Note - Due January 31, 2018 - 52 Less: Accumulated amortization of Valuation Discount - (198 ) Net - 968 Less: Unsecured Convertible Notes - Third Party, current - 968 Unsecured Convertible Notes - Third Party, long term $ - $ - Total Unsecured Convertible Notes, current $ - $ 968 Total Unsecured Convertible Notes, long term $ 4,741 $ 3,948 (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3.6 million under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May, 2021. At March 31, 2018, the balance due of $3.6 million included no accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $0.9 million. The notes were due on various dates through December 31, 2018. For the year ended March 31, 2018, the Company amortized $0.4 million of discount to interest expense, and the unamortized discount as of March 31, 2018 was $0.5 million. As of March 31, 2018, no accrued interest was added to the principal balance. On March 30, 2018, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital pursuant to which the maturity date of all of the Company’s 6% unsecured convertible notes was extended to May 31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. The Company evaluated the Amendment Agreement and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt – Modifications and Extinguishment. On March 31, 2019, the Company entered into a further Amendment of Notes Agreement (the “Second Amendment Agreement”) with Trinad Capital in which the maturity date of all of the Company’s 7.5% Unsecured Convertible Notes were all extended to May 31, 2021. The Company evaluated the Second Amendment Agreement and the modification was required to be accounted for as Troubled Debt Restructuring under ASC 470-50, Debt – Modifications and Extinguishment The Company may not redeem the convertible notes issued to Trinad Capital prior to May 2021 without Trinad Capital’s consent. (C) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $0.2 million. This note was due on September 13, 2018. In June 2018 the entire $0.2 million of principal and interest was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to additional paid in capital (“APIC”) as a result of the conversion. During the years ended March 31, 2019 and 2018, the Company amortized $0 and $0.1 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $34 thousand, respectively. As of March 31, 2018, $14 thousand of accrued interest was added to the principal balance. (D) Between November 22, 2016 and March 29, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.2 million. The notes are due on various dates through September 30, 2018. On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. For the years ended March 31, 2019 and 2018, the Company amortized less than $0.1 million and $0.9 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $0.2 million, respectively. (E) Between April 5, 2017 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.7 million. The notes were due on various dates through June 29, 2018. On March 12, 2018, $1.7 million of principal and interest were converted into shares of the Company’s common stock, and $0.2 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 115,559 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. For the years ended March 31, 2019 and 2018, the Company amortized $0 and $1.5 million of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0. In July 2018, the remaining $0.1 million of principal and interest of the notes was converted into shares of the Company’s common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Year Ending Operating Leases $ 244 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Schedule of restricted stock unit grants to employees | Year Ended March 31, 2019 2018 Number of units granted 1,377,391 - Weighted-average grant date fair value per share $ 4.64 $ - |
Schedule of restricted stock units to employees | Number of Shares Outstanding as of March 31, 2018 $ - Granted 1,377,391 Vested - Canceled - Outstanding as of March 31, 2019 1,377,391 Vested and expected to vest at March 31, 2019 1,377,391 |
Option grants to employees [Member] | |
Schedule of option activities | Year Ended March 31, 2019 2018 Number of options granted 1,237,500 4,883,333 Weighted-average exercise price per share $ 4.63 $ 3.56 Weighted-average grant date fair value per share $ 2.23 $ 3.48 |
Schedule of fair value option grants to employees was determined using the slack-sholes-merton option-pricing model | Year Ended March 31, 2019 2018 Expected volatility 47.43%-52.30 % 47.80% - 205.93% Dividend yield 0.00 % 0.00 % Risk-free rate 2.52%-2.96 % 1.63%-2.69% Expected term (in years) 5.10-7.00 5.12-10.00 |
Options to employees [Member] | |
Schedule of option activities | Number of Shares Weighted-Average Outstanding as of March 31, 2017 - $ - Granted 4,883,333 3.56 Exercised - - Forfeited or expired (1,083,332 ) 1.65 Outstanding as of March 31, 2018 3,800,001 4.10 Granted 1,237,500 4.63 Exercised - - Forfeited or expired (157,500 ) 5.49 Outstanding as of March 31, 2019 4,880,001 3.95 Exercisable as of March 31, 2019 1,902,227 3.79 |
Option grants to non-employees [Member] | |
Schedule of option activities | Year Ended March 31, 2019 2018 Number of options granted - 101,667 Weighted-average exercise price per share $ - $ 4.00 Weighted-average grant date fair value per share $ - $ 1.84 |
Schedule of fair value option grants to employees was determined using the slack-sholes-merton option-pricing model | Year Ended March 31, 2019 2018 Expected volatility - % 47.80%-48.69 % Dividend yield - % 0.00 % Risk-free rate - % 2.65 % Expected term (in years) - 5.50-6.00 |
Options to non-employees [Member] | |
Schedule of option activities | Number of Shares Weighted-Average Exercise Price per Share Outstanding as of March 31, 2017 - $ - Granted 101,667 4.00 Exercised - - Forfeited or expired - - Outstanding as of March 31, 2018 101,667 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2019 101,667 4.00 Exercisable as of March 31, 2019 - - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock issuances to employees | Number of Shares Weighted-Average Grant Date Fair Value per Share Non-vested as of March 31, 2017 - $ - Granted 408,433 4.58 Vested (220,933 ) 4.21 Forfeited or expired - Non-vested as of March 31, 2018 187,500 5.01 Granted - Vested (172,222 ) 5.01 Forfeited or expired - - Non-vested as of March 31, 2019 15,278 5.01 |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Balance outstanding, March 31, 2017 50,000 $ 0.30 2.99 Granted 908,197 0.75 2.50 Exercised (790,834 ) 0.02 2.25 Forfeited/expired - - - Balance outstanding, March 31, 2018 167,363 4.01 2.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, March 31, 2019 167,363 4.01 1.94 Exercisable, March 31, 2019 167,363 4.01 1.94 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of pretax loss | Year Ended March 31, 2019 2018 Loss before income taxes: Domestic $ (37,544 ) $ (23,330 ) Foreign - - Total loss before income taxes $ (37,544 ) $ (23,330 ) |
Schedule of provision for from income taxes | Current U.S. Federal $ - $ - State 7 6 Foreign - - Total Current 7 6 Deferred: U.S. Federal - - State 211 - Foreign - - Total Deferred 211 - Total provision for income taxes $ 218 $ 6 |
Schedule of income taxes expected at U.S. statutory income tax rates and the income tax provision | Year Ended March 31, 2019 2018 Income taxes computed at Federal statutory rate $ (7,884 ) $ (7,360 ) State tax — net of federal benefit (1,555 ) (330 ) State minimum taxes 7 6 Change in valuation allowance 8,987 6,311 Permanent differences 663 1,379 Total provision for income taxes $ 218 $ 6 |
Schedule of deferred income tax assets and liabilities | Year Ended March 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 18,005 $ 12,469 Property and equipment 135 122 Accruals and reserves 796 333 Stock compensation 3,154 1,003 Tax credits - 2,618 Capital loss carryforward 556 502 Gross deferred tax assets 22,646 17,047 Deferred tax liabilities: Intangible assets (6,832 ) (10,009 ) Net deferred tax assets 15,814 7,038 Valuation allowance (16,025 ) (7,038 ) Net deferred tax liability $ (211 ) $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values of certain financial instruments and the hierarchy level the company used to estimate the fair values | March 31, 2019 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 586 $ - $ - $ 586 March 31, 2019 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 13,704 $ 13,704 $ - $ - Restricted cash 235 235 - - Liabilities: Note payable 312 - - 312 Senior secured convertible debentures, net 11,809 - - 13,737 Unsecured convertible notes payable, net 4,741 - - 8,844 March 31, 2018 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 10,285 $ 10,285 $ - $ - Restricted cash 3,685 3,685 - - Liabilities: Note payable 294 - - 294 Bank debt 3,500 - 3,500 - Unsecured convertible notes payable, net 4,916 - - 4,916 |
Schedule of derivative instruments | Amount Balance as of March 31, 2018 $ - Bifurcated embedded derivative recognized on issuance of senior secured convertible debentures 263 Total fair value adjustments reported in earnings 323 Balance as of March 31, 2019 $ 586 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Organization and Basis of Presentation (Textual) | |||
Cash and cash equivalents | $ 13,704 | $ 10,285 | |
Net loss | (37,762) | (23,336) | |
Utilized cash in operating activities | (5,771) | $ (5,726) | |
Working capital deficiency | $ 14,600 | ||
Sale of equity, debt or other financial instruments | $ 150,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 |
Cash and cash equivalents | $ 13,704 | $ 10,285 | |
Restricted cash | (235) | (3,685) | |
Total cash and cash equivalents and restricted cash | 13,939 | 13,970 | $ 1,477 |
Cash and Cash Equivalents [Member] | |||
Cash and cash equivalents | 13,704 | 10,285 | |
Restricted cash | (235) | (3,685) | |
Total cash and cash equivalents and restricted cash | $ 13,939 | $ 13,970 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Accounting Policies [Abstract] | ||
Accounts receivable, gross | $ 4,318 | $ 3,019 |
Less: Allowance for doubtful accounts | 4 | 29 |
Accounts receivable, net | $ 4,314 | $ 2,990 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 29 | |
Bad debt reserve acquired in acquisition | $ 21 | |
Additions/(reductions) charged to statements of operations | (3) | 8 |
Less: Bad debt write offs | 22 | |
Ending balance | $ 4 | $ 29 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019USD ($)Customersshares | Mar. 31, 2018USD ($)Customersshares | |
Summary of Significant Accounting Policies (Textual) | ||
Royalties due to artists | $ 9,900 | $ 7,700 |
Warrants outstanding | shares | 167,363 | 167,363 |
Stock options outstanding | shares | 4,981,668 | 3,901,668 |
Common stock issuable for convertible notes payable | shares | 2,942,391 | 1,882,364 |
Restricted cash | $ 200 | $ 3,700 |
Amount insured by federal deposit insurance corporation | $ 250 | |
Number of customer | Customers | 3 | 3 |
Capitalized internal use software, description | Straight-line basis over their three- to five-year estimated useful lives. | |
Capitalized internal use software | $ 3,100 | $ 0 |
Buildings and Improvement [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 5 years | |
Intellectual Property [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Intangible assets finite useful lives | 15 years | |
Domain Names [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Intangible assets finite useful lives | 5 years | |
Software [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Intangible assets finite useful lives | 5 years | |
Maximum [Member] | Furniture and Equipment [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 5 years | |
Maximum [Member] | Computer Equipment and Software [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 5 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Intangible assets finite useful lives | 5 years | |
Minimum [Member] | Furniture and Equipment [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 3 years | |
Minimum [Member] | Computer Equipment and Software [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 3 years | |
Minimum [Member] | Customer Relationships [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Intangible assets finite useful lives | 1 year 6 months | |
Customer One [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 10.00% | 15.00% |
Customer Two [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 26.00% | 16.00% |
Customer Three [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 36.00% | 34.00% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Subscription services | $ 30,398 | $ 6,459 |
Advertising | 2,904 | 656 |
Licensing | 399 | 80 |
Total Revenue | $ 33,701 | $ 7,195 |
Revenue (Details 1)
Revenue (Details 1) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance as of March 31, 2018 | $ 1,046 |
Revenue recognized that was included in the contract liability at beginning of period | (1,046) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 950 |
Balance as of March 31, 2019 | $ 950 |
Business Combinations (Details)
Business Combinations (Details) - Wantickets [Member] $ in Thousands | May 05, 2017USD ($) |
Property and Equipment | $ 109 |
Trademark / Trade Name | 431 |
Software | 1,004 |
Customer Relationships | 369 |
Domain Names | 106 |
Goodwill | 1,321 |
Purchase Consideration | $ 3,340 |
Business Combinations (Details
Business Combinations (Details 1) - Slacker [Member] $ in Thousands | 1 Months Ended |
Dec. 29, 2017USD ($) | |
Consideration | |
Cash | $ 2,525 |
Less cash acquired | (113) |
Net cash consideration | 2,412 |
Equity at fair value | 26,167 |
Net consideration | $ 28,579 |
Business Combinations (Detail_2
Business Combinations (Details 2) - Fair Value [Member] $ in Thousands | Dec. 29, 2017USD ($) |
Business Acquisition [Line Items] | |
Restricted cash | $ 150 |
Accounts receivable | 3,339 |
Prepaid expense and other assets | 254 |
Deferred cost of sales | 458 |
Property and equipment | 400 |
Trademarks/trade names | 4,637 |
Intellectual property | 5,366 |
Customer relationships | 6,570 |
Software | 19,280 |
Goodwill | 9,672 |
Deferred tax asset | 1,181 |
Allowance for deferred tax asset | (1,181) |
Assumed current portion of long-term debt | (3,907) |
Assumed current liabilities | (17,640) |
Net consideration | $ 28,579 |
Business Combinations (Detail_3
Business Combinations (Details 3) $ in Thousands | 1 Months Ended | |
Dec. 29, 2017USD ($) | ||
Preliminary Fair Value [Member] | ||
Consideration | ||
Cash | $ 2,525 | [1] |
Less cash acquired | (113) | [1] |
Net cash consideration | 2,412 | [1] |
Equity at fair value | 31,911 | [1] |
Net consideration | 34,323 | [1] |
Change [Member] | ||
Consideration | ||
Cash | [2] | |
Less cash acquired | [2] | |
Net cash consideration | [2] | |
Equity at fair value | (5,744) | [2] |
Net consideration | (5,744) | [2] |
Final Fair Value [Member] | ||
Consideration | ||
Cash | 2,525 | |
Less cash acquired | (113) | |
Net cash consideration | 2,412 | |
Equity at fair value | 26,167 | |
Net consideration | $ 28,579 | |
[1] | Preliminary fair values recorded as of March 31, 2018. | |
[2] | The fair value of equity consideration was changed by $5.7 million to reflect the lack of marketability from an 18-month lockout period. Changes in values of Tradenames and Intellectual property due to finalization of royalty rates.) |
Business Combinations (Detail_4
Business Combinations (Details 4) $ in Thousands | Dec. 29, 2017USD ($) | |
Preliminary Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Restricted cash | $ 150 | [1] |
Accounts receivable | 3,339 | [1] |
Prepaid expense and other assets | 254 | [1] |
Deferred cost of sales | 458 | [1] |
Property and equipment | 400 | [1] |
Trademarks/tradenames | 11,436 | [1] |
Intellectual property | 8,454 | [1] |
Customer relationships | 6,618 | [1] |
Software | 19,384 | [1] |
Goodwill | 5,377 | [1] |
Deferred tax asset | 1,523 | [1] |
Allowance for deferred tax asset | (1,523) | [1] |
Assumed current portion of long-term debt | (3,907) | [1] |
Assumed current liabilities | (17,640) | [1] |
Net consideration | 34,323 | [1] |
Change [Member] | ||
Business Acquisition [Line Items] | ||
Restricted cash | [2] | |
Accounts receivable | [2] | |
Prepaid expense and other assets | [2] | |
Deferred cost of sales | [2] | |
Property and equipment | [2] | |
Trademarks/tradenames | (6,799) | [2] |
Intellectual property | (3,088) | [2] |
Customer relationships | (48) | [2] |
Software | (104) | [2] |
Goodwill | 4,295 | [2] |
Deferred tax asset | (342) | [2] |
Allowance for deferred tax asset | 342 | [2] |
Assumed current portion of long-term debt | [2] | |
Assumed current liabilities | [2] | |
Net consideration | (5,744) | [2] |
Final Allocation [Member] | ||
Business Acquisition [Line Items] | ||
Restricted cash | 150 | |
Accounts receivable | 3,339 | |
Prepaid expense and other assets | 254 | |
Deferred cost of sales | 458 | |
Property and equipment | 400 | |
Trademarks/tradenames | 4,637 | |
Intellectual property | 5,366 | |
Customer relationships | 6,570 | |
Software | 19,280 | |
Goodwill | 9,672 | |
Deferred tax asset | 1,181 | |
Allowance for deferred tax asset | (1,181) | |
Assumed current portion of long-term debt | (3,907) | |
Assumed current liabilities | (17,640) | |
Net consideration | $ 28,579 | |
[1] | Preliminary fair values recorded as of March 31, 2018. | |
[2] | The fair value of equity consideration was changed by $5.7 million to reflect the lack of marketability from an 18-month lockout period. Changes in values of Tradenames and Intellectual property due to finalization of royalty rates.) |
Business Combinations (Detail_5
Business Combinations (Details 5) $ in Thousands | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Revenues | $ 29,402 |
Net Loss | $ (35,470) |
Business Combinations (Detail_6
Business Combinations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2017 | Dec. 29, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Business Combinations (Textual) | |||||
Amount of revenue | $ 29,402 | ||||
Net loss | (35,470) | ||||
Wantickets [Member] | |||||
Business Combinations (Textual) | |||||
Total consideration shares of common stock | 666,667 | ||||
Total consideration valued | $ 3,300 | ||||
Shares price | $ 5.01 | ||||
Property and equipment | $ 100 | ||||
Trademark and trade names value | 400 | ||||
Software associated with proprietary ticketing technology | 1,000 | ||||
Domain names and customer relationships value | 500 | ||||
Goodwill | $ 1,300 | ||||
Transaction costs | $ 0 | 4 | |||
Slacker [Member] | |||||
Business Combinations (Textual) | |||||
Total consideration shares of common stock | 6,126,788 | ||||
Property and equipment | $ 400 | ||||
Trademark and trade names value | 4,637 | ||||
Software associated with proprietary ticketing technology | 19,280 | ||||
Goodwill | $ 9,672 | ||||
Transaction costs | 4,000 | ||||
Business combination purchase consideration , description | The Company acquired Slacker including its $50.1 million of gross assets for net consideration of $28.6 million consisting of (i) 6,126,788 shares of the Company's common stock, valued at $20.1 million, (ii) 1,675,893 shares of the Company's common stock issued to payoff certain debt of Slacker as of the transaction date, valued at $5.5 million, (iii) cash payment of $2.5 million and issuance of 175,000 shares of the Company's common stock valued at $0.6 million to Slacker and its designees and (iv) the assumption of Slacker's liabilities of approximately $21.5 million. The acquisition is intended to augment and diversify the Company's music operating segment. The Company accounted for the acquisition as a business combination. The goodwill recorded for the Slacker acquisition was $9.7 million. | ||||
Amount of revenue | 33,200 | 7,100 | |||
Net loss | $ 6,000 | $ 4,100 | |||
Change in fair value of equity consideration | $ 5,700 | ||||
Lockout period | 18 months | ||||
Amortization expense | $ 1,900 |
Dispositions (Details)
Dispositions (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenues | $ 640 |
Cost of Sales | 151 |
Gross Profit | 489 |
Selling, general and administrative expenses | 2,019 |
Loss on discontinued operations | $ (1,530) |
Dispositions (Details Textual)
Dispositions (Details Textual) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Dispositions (Textual) | |
Recognized loss from operations of LXL Tickets | $ 1,500 |
Recognized loss from impairment of LXL Tickets assets | $ 2,800 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,739 | $ 542 |
Less accumulated depreciation and amortization | (1,019) | (149) |
Total property and equipment, net | 2,720 | 393 |
Capitalized internally developed software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,070 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23 | 23 |
Computer, machinery, and software equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 573 | 449 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 54 | 51 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19 | $ 19 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 900 | $ 100 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Beginning Balance | $ 5,377 | ||
Ending Balance | 9,672 | $ 5,377 | |
Goodwill [Member] | |||
Beginning Balance | 5,377 | ||
Acquisitions | 6,698 | ||
Finalization of purchase price allocation of Slacker (see Note 4) | [1] | 4,295 | |
Ending Balance | $ 9,672 | $ 5,377 | |
[1] | Increase in goodwill due to change in fair value of equity consideration transferred and final fair value of assets acquired and liabilities assumed. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - Trade Names [Member] $ in Thousands | 12 Months Ended | |
Mar. 31, 2019USD ($) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Balance as of March 31, 2018 | ||
Acquisitions | ||
Finalization of purchase price allocation of Slacker (see Note 4) | 4,637 | [1] |
Impairment losses | ||
Balance as of March 31, 2019 | $ 4,637 | |
[1] | Tradenames determined to be indefinite-lived intangible asset in final purchase accounting. Preliminarily booked as a definite lived intangible asset. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 31,245 | $ 45,921 |
Accumulated Amortization | 8,939 | 2,422 |
Net Carrying Value | 22,306 | 43,499 |
Software [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,280 | 19,384 |
Accumulated Amortization | 4,819 | 968 |
Net Carrying Value | 14,461 | 18,416 |
Intellectual property (patents) [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,366 | 8,454 |
Accumulated Amortization | 447 | 141 |
Net Carrying Value | 4,919 | 8,313 |
Customer relationships [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6,570 | 6,618 |
Accumulated Amortization | 3,665 | 739 |
Net Carrying Value | 2,905 | 5,879 |
Domain names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 29 | 29 |
Accumulated Amortization | 8 | 2 |
Net Carrying Value | $ 21 | 27 |
Trademark/trade name [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11,436 | |
Accumulated Amortization | 572 | |
Net Carrying Value | $ 10,864 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
For Years Ended March 31, | ||
2020 | $ 5,683 | |
2021 | 4,744 | |
2022 | 4,744 | |
2023 | 3,648 | |
2024 | 358 | |
Thereafter | 3,129 | |
Total | $ 22,306 | $ 43,499 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Goodwill and Intangible Assets (Textual) | ||
Amortization expense on its finite-lived intangible assets | $ 6,500 | $ 2,400 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 18,316 | $ 10,996 |
Accrued liabilities | 2,519 | 1,158 |
Due to related parties | 71 | 53 |
Accounts payable and accrued liabilities total | $ 20,906 | $ 12,207 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | Mar. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2015 | Dec. 31, 2014 |
Note Payable (Textual) | |||||
Debt, description | On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. | ||||
Convertible Notes Payable [Member] | |||||
Note Payable (Textual) | |||||
Aggregate principal amount | $ 300 | $ 300 | $ 200 | ||
Bears interest | 6.00% | ||||
Accrued interest | $ 100 | $ 100 | |||
Debt, description | The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to September 30, 2016 or such later date as the lender may agree to in writing. |
Senior Secured Convertible De_3
Senior Secured Convertible Debentures (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Senior Secured Convertible Debentures [Abstract] | ||
Senior Secured Convertible Debentures | $ 13,101 | |
Accrued interest | 142 | |
Fair Value of Embedded Derivatives | 586 | |
Less: Discount | (1,434) | |
Net | 12,395 | |
Less: Senior Secured Convertible Debentures, current | 2,111 | |
Senior Secured Convertible Debentures, long-term | $ 10,284 |
Senior Secured Convertible De_4
Senior Secured Convertible Debentures (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2019 | Mar. 12, 2018 | Jun. 29, 2018 | Mar. 31, 2019 |
Senior Secured Convertible Debentures (Textual) | ||||
Accrued interest | $ 13,200 | |||
Debt, description | On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. | |||
Convertible debenture, description | The Company performed a fair value analysis using a risk neutral model on the default event derivative instrument using the following assumptions: Coupon Rate: 12.75%, Term: 2.25 years, Discount Rate: 17.47 – 17.66%, Risk Free Rate: 2.26%, Recovery Rate: 53.99% and Probability of Default: 30.97%. | |||
Coupon rate | 12.75% | |||
Expected term | 2 years 2 months 30 days | |||
Probability of default | 30.97% | |||
Fair value issuance | $ 600 | |||
Change in fair value of less than in fair value other income (expense) | 400 | |||
Repayment of principal amount in January, 2019 | 300 | |||
Repayment of principal amount in February, 2019 | 200 | |||
Repayment of principal amount in March, 2019 | 200 | |||
Repayment of principal amount in April 2019 | 200 | |||
Repayment of principal amount in May 2019 | $ 200 | |||
Monthly allowance, description | An aggregate cash purchase price of $10.0 million, $10.64 million in aggregate principal amount, of its 12.75% Original Issue Discount Senior Secured Convertible Debentures due June 29, 2021 (the "June 2018 Debentures"). | |||
Aggregate cash purchase price, description | 200 | |||
Change in fair value of the embedded conversion feature | $ 200 | |||
Secured Debt [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Coupon rate | 12.75% | |||
Expected term | 3 years | |||
Volatility rate | 18.30% | |||
Market rate | 13.00% | |||
Probability of divesture | 5.00% | |||
Probability of default | 7.74% | |||
Secured Debt One [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Coupon rate | 12.75% | |||
Expected term | 2 years 2 months 30 days | |||
Probability of default | 30.97% | |||
Risk free rate | 226.00% | |||
Recovery rate | 53.99% | |||
Fair value issuance | $ 600 | |||
Change in fair value of less than in fair value other income (expense) | $ 400 | |||
Secured Debt One [Member] | Maximum [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Discount rate | 17.66% | |||
Secured Debt One [Member] | Minimum [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Discount rate | 17.47% | |||
Securities Purchase Agreement [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Debt conversion, description | (i) recorded issuance costs of $1.1 million against the liability and (ii) used $3.5 million of the proceeds to pay off 100% of the Company's revolving line of credit (see Note 11 - Bank Debt). Issuance costs are being amortized to interest expense over the term of the June 2018 Debentures. | |||
Accrued interest percentage | 12.75% | |||
Debenture mature date | Jun. 29, 2021 | |||
Conversion price | $ 10 | |||
Debt, description | (a) a 10% discount to the average of the three lowest daily volume weighted average prices of the Company's common stock over the prior 20 trading days, or (b) the Conversion Price, subject to a certain minimum price per share and if certain conditions are met. | |||
Monthly allowance, description | The Company amended the SPA with the Purchasers to obtain additional financing, increasing the cash purchase price of the Debentures by $3.0 million, $3.2 million in aggregate principal amount, of its 12.75% Original Issue Discount Senior Secured Convertible Debentures due June 29, 2021 (the "February 2019 Debentures" and together with the June 2018 Debentures, the "Debentures"). |
Bank Debt (Details)
Bank Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Bank Debt (Textual) | |||
Secured debt | $ 13,101 | ||
Slacker [Member] | |||
Bank Debt (Textual) | |||
Line of credit, assumption | The revolving line of credit was fully repaid and the $3.5 million of cash collateral was returned to the Company. | The Company assumed what was initially a $5.0 million revolving line of credit from a commercial bank that was collateralized by the assets of Slacker. | |
Interest rate, description | The revolving line of credit bore an annual interest rate equal to prime rate as published in the Wall Street Journal plus 0.75%, and equaled 5.50% at March 31, 2018. | ||
Line of credit, maturity date | Mar. 31, 2018 | ||
Term loan balance | $ 1,700 | ||
Outstanding balance | 3,500 | ||
Secured debt | $ 3,500 |
Unsecured Convertible Notes (De
Unsecured Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||
Total Unsecured Convertible Notes, current | $ 968 | ||
Total Unsecured Convertible Notes, long term | 4,741 | 3,948 | |
Unsecured Convertible Notes Related Party One [Member] | |||
Debt Instrument [Line Items] | |||
Net | [1] | 3,850 | 3,581 |
Unsecured Convertible Notes Related Party Two [Member] | |||
Debt Instrument [Line Items] | |||
Net | [2] | 967 | 900 |
Unsecured Convertible Notes Third Party One [Member] | |||
Debt Instrument [Line Items] | |||
Net | [3] | 164 | |
Unsecured Convertible Notes Third Party Two [Member] | |||
Debt Instrument [Line Items] | |||
Net | [4] | 950 | |
6% Unsecured Convertible Notes - Due January 31, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Net | [5] | 52 | |
Unsecured Convertible Notes Third Party [Member] | |||
Debt Instrument [Line Items] | |||
Net | 968 | ||
Less: Accumulated amortization of Valuation Discount | (198) | ||
Total Unsecured Convertible Notes, current | 968 | ||
Total Unsecured Convertible Notes, long term | |||
Unsecured Convertible Notes Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Net | 4,741 | 3,948 | |
Less: Accumulated amortization of Valuation Discount | (76) | (533) | |
Less: Convertible Note Payable - Related Party, current | |||
Convertible Notes Payable - Related Party, long-term | $ 4,741 | $ 3,948 | |
[1] | The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3.6 million under the first senior promissory note and second senior promissory note (the "Senior Notes") with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May, 2021. At March 31, 2018, the balance due of $3.6 million included no accrued interest outstanding under the first Trinad Note. | ||
[2] | Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $0.9 million. The notes were due on various dates through December 31, 2018. For the year ended March 31, 2018, the Company amortized $0.4 million of discount to interest expense, and the unamortized discount as of March 31, 2018 was $0.5 million. As of March 31, 2018, no accrued interest was added to the principal balance. On March 30, 2018, the Company entered into an Amendment of Notes Agreement (the ''Amendment Agreement'') with Trinad Capital pursuant to which the maturity date of all of the Company's 6% unsecured convertible notes was extended to May 31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. The Company evaluated the Amendment Agreement and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt - Modifications and Extinguishment. On March 31, 2019, the Company entered into a further Amendment of Notes Agreement (the ''Second Amendment Agreement'') with Trinad Capital in which the maturity date of all of the Company's 7.5% Unsecured Convertible Notes were all extended to May 31, 2021. The Company evaluated the Second Amendment Agreement and the modification was required to be accounted for as Troubled Debt Restructuringunder ASC 470-50, Debt - Modifications and Extinguishment, as it has been determined that there is substantial doubt about the Company's ability to continue as a going concern (See Note 1.) and Trinad Capital granted the Company a concession, as the effective interest rate of the amended Note is less than that of the original Notes. The Company may not redeem the convertible notes issued to Trinad Capital prior to May 2021 without Trinad Capital's consent. | ||
[3] | On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $0.2 million. This note was due on September 13, 2018. In June 2018 the entire $0.2 million of principal and interest was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to additional paid in capital (''APIC'') as a result of the conversion. During the years ended March 31, 2019 and 2018, the Company amortized $0 and $0.1 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $34 thousand, respectively. As of March 31, 2018, $14 thousand of accrued interest was added to the principal balance. | ||
[4] | Between November 22, 2016 and March 29, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.2 million. The notes are due on various dates through September 30, 2018. On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company's common stock, and less than $$0.1 million of debt discount was charged to APIC as a result of the conversion. For the years ended March 31, 2019 and 2018, the Company amortized less than $0.1 million and $0.9 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0 and $0.2 million, respectively. | ||
[5] | Between April 5, 2017 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.7 million. The notes were due on various dates through June 29, 2018. On March 12, 2018, $1.7 million of principal and interest were converted into shares of the Company's common stock, and $0.2 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 115,559 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. For the years ended March 31, 2019 and 2018, the Company amortized $0 and $1.5 million of such discount to interest expense, and the unamortized discount as of March 31, 2019 and 2018 was $0. In July 2018, the remaining $0.1 million of principal and interest of the notes was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. |
Unsecured Convertible Notes (_2
Unsecured Convertible Notes (Details Textual) - USD ($) $ in Thousands | Mar. 12, 2018 | Sep. 14, 2016 | Jul. 31, 2018 | Mar. 30, 2018 | Feb. 21, 2017 | Dec. 18, 2017 | Jun. 29, 2017 | Mar. 29, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Unsecured Convertible Notes (Textual) | ||||||||||
Total principal maturities of long-term borrowings for the year ended March 31,2020 | $ 300 | |||||||||
Total principal maturities of long-term borrowings for the year ended March 31,2021 | 0 | |||||||||
Total principal maturities of long-term borrowings for the year ended March 31,2022 | $ 18,200 | |||||||||
Unsecured convertible notes payable outstanding, description | In June 2018 the entire $0.2 million of principal and interest was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to additional paid in capital ("APIC") as a result of the conversion. | The Company had outstanding 7.5% (effective as of April 1, 2018, previously 6%) unsecured convertible notes payable (the "Trinad Notes") issued to Trinad Capital Master Fund Ltd. ("Trinad Capital"), a fund controlled by Mr. Ellin, the Company's Chief Executive Officer, Chairman, director and principal stockholder. | The Company had outstanding 7.5% (effective as of April 1, 2018, previously 6%) unsecured convertible notes payable (the "Trinad Notes") issued to Trinad Capital Master Fund Ltd. ("Trinad Capital"), a fund controlled by Mr. Ellin, the Company's Chief Executive Officer, Chairman, director and principal stockholder | |||||||
Unamortized discount | $ 1,434 | |||||||||
Accrued interest | 13,200 | |||||||||
Interest rate payable, description | On March 12, 2018, $1.7 million of principal and interest were converted into shares of the Company's common stock, and $0.2 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 115,559 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. | |||||||||
Unsecured convertible notes, description | On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. In June 2018, the entire remaining $1.0 million of principal and interest of the notes was converted into shares of the Company's common stock, and less than $0.1 million of debt discount was charged to APIC as a result of the conversion. | |||||||||
Convertible Notes Payable E [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Principal amount | $ 200 | |||||||||
Unsecured convertible note payable percentage | 6.00% | |||||||||
Unsecured convertible note payable due | Sep. 13, 2018 | |||||||||
Conversion of amortized to interest expense | 0 | 1,500 | ||||||||
Unamortized discount | $ 0 | 0 | ||||||||
Convertible Notes Payable A [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Principal amount | $ 3,600 | |||||||||
Unsecured convertible note payable due | Mar. 31, 2018 | |||||||||
Extended date | May 31, 2019 | |||||||||
Convertible Notes Payable B [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Principal amount | $ 900 | |||||||||
Unsecured convertible note payable percentage | 6.00% | |||||||||
Unsecured convertible note payable due | May 31, 2019 | |||||||||
Extended date | May 31, 2019 | |||||||||
Interest rate payable, description | In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. | |||||||||
Convertible Notes Payable G [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Aggregate principal and interest | $ 100 | |||||||||
Debt discount was charged to APIC | $ 100 | |||||||||
Principal amount | $ 1,700 | |||||||||
Unsecured convertible note payable percentage | 6.00% | |||||||||
Unsecured convertible note payable due | Jun. 29, 2018 | |||||||||
Convertible Notes Payable F [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Principal amount | $ 1,200 | |||||||||
Unsecured convertible note payable percentage | 6.00% | |||||||||
Unsecured convertible note payable due | Sep. 30, 2018 | |||||||||
Senior Notes [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Unsecured convertible notes, description | (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3.6 million under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May, 2021. At March 31, 2018, the balance due of $3.6 million included no accrued interest outstanding under the first Trinad Note. | |||||||||
Unsecured Debt [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Unsecured convertible notes, description | (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $0.9 million. The notes were due on various dates through December 31, 2018. For the year ended March 31, 2018, the Company amortized $0.4 million of discount to interest expense, and the unamortized discount as of March 31, 2018 was $0.5 million. As of March 31, 2018, no accrued interest was added to the principal balance. On March 30, 2018, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital pursuant to which the maturity date of all of the Company’s 6% unsecured convertible notes was extended to May 31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. The Company evaluated the Amendment Agreement and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt – Modifications and Extinguishment. On March 31, 2019, the Company entered into a further Amendment of Notes Agreement (the “Second Amendment Agreement”) with Trinad Capital in which the maturity date of all of the Company’s 7.5% Unsecured Convertible Notes were all extended to May 31, 2021. The Company evaluated the Second Amendment Agreement and the modification was required to be accounted for as Troubled Debt Restructuring under ASC 470-50, Debt – Modifications and Extinguishment as it has been determined that there is substantial doubt about the Company’s ability to continue as a going concern (See Note 1.) and Trinad Capital granted the Company a concession, as the effective interest rate of the amended Note is less than that of the original Notes. The Company may not redeem the convertible notes issued to Trinad Capital prior to May 2021 without Trinad Capital’s consent. | |||||||||
Convertible Notes Payable C [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Principal amount | 14,000 | |||||||||
Conversion of amortized to interest expense | $ 0 | 100 | ||||||||
Unamortized discount | 0 | 34 | ||||||||
Convertible Notes Payable D [Member] | ||||||||||
Unsecured Convertible Notes (Textual) | ||||||||||
Conversion of amortized to interest expense | 100 | 900 | ||||||||
Unamortized discount | $ 0 | $ 200 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 23, 2011 | Aug. 25, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 12, 2018 | Feb. 21, 2018 |
Related Party Transactions (Textual) | ||||||
Due to related parties | $ 71 | $ 53 | ||||
Warrant [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Exercise price (in dollars per share) | $ 4 | $ 4.05 | ||||
Trinad Management Llc [Member] | Management Services Agreement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Management service fee | $ 2,100 | $ 300 | ||||
Management service payable | 100 | |||||
Due to related parties | $ 1,000 | |||||
Expiration period | 3 years | |||||
Description of related party transaction | The $1.0 million due to Trinad LLC at the end of the 3-year term was reflected as a liability on the March 31, 2016 balance sheet. Pursuant to the terms of the Management Agreement with Trinad LLC, during March 2017, the Company paid $0.8 million of the amount that was due at the end of the three-year term of the Management Agreement. The remaining $0.2 million due was paid in April 2017. | |||||
Trinad Management Llc [Member] | Warrant [Member] | Management Services Agreement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of shares issued | 750,000 | 716,216 | ||||
Exercise price (in dollars per share) | $ 0.225 | $ 0.225 | ||||
Expiration period | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases | $ 244 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) $ in Thousands | Feb. 08, 2018USD ($) | Aug. 01, 2017USD ($)ft² | Mar. 03, 2016USD ($) | Aug. 31, 2018USD ($) | Jun. 30, 2018 | Dec. 29, 2017 | Nov. 29, 2017USD ($) | Jul. 17, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Commitments and Contingencies (Textual) | |||||||||||
Plaintiffs seeking damages | $ 300 | ||||||||||
Area of land held | ft² | 5,200 | ||||||||||
Cash payment to landlord, per month | $ 38 | ||||||||||
Lease rent expenses | $ 1,000 | $ 700 | |||||||||
Contractual obligation for the fiscal year ended March 31, 2020 | 2,000 | ||||||||||
Contractual obligation for the fiscal year ended March 31, 2021 | 800 | ||||||||||
Lease payments | 244 | ||||||||||
Description of transfer consideration | An affiliate of Mr. Schnaier transferred approximately 51,500 shares of the Company's common stock to Light to allow Light to sell such shares to satisfy the Claim Amount. | ||||||||||
Slacker Inc [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Lease rent expenses | $ 100 | $ 400 | |||||||||
Slacker [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Business acquisition, description | The Company acquired Slacker including its $50.1 million of gross assets for net consideration of $28.6 million consisting of (i) 6,126,788 shares of the Company's common stock, valued at $20.1 million, (ii) 1,675,893 shares of the Company's common stock issued to payoff certain debt of Slacker as of the transaction date, valued at $5.5 million, (iii) cash payment of $2.5 million and issuance of 175,000 shares of the Company's common stock valued at $0.6 million to Slacker and its designees and (iv) the assumption of Slacker's liabilities of approximately $21.5 million. The acquisition is intended to augment and diversify the Company's music operating segment. The Company accounted for the acquisition as a business combination. The goodwill recorded for the Slacker acquisition was $9.7 million. | ||||||||||
Lease expiration date | Dec. 31, 2019 | ||||||||||
Wantickets Acquisition [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Plaintiffs seeking damages | $ 300 | ||||||||||
Proceeds against for demand arbitration | $ 200 | ||||||||||
Exodus Festival, Inc [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Awarded sum of against LXL Tickets | $ 200 | ||||||||||
Manatt Phelps And Phillips, Llp [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Plaintiffs seeking damages | 200 | ||||||||||
Wynn Las Vegas Llc [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Total damages claim amount | $ 600 | ||||||||||
Third Parties [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Cash payment to landlord, per month | 20 | ||||||||||
Legal settlement expenses | $ 100 | $ 400 | |||||||||
Joseph Schnaier [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Plaintiffs seeking damages | $ 26,700 | ||||||||||
Ownership percentage | 90.00% | ||||||||||
Employment Agreements [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Compensation description | The Company has employment agreements with five key employees (Chief Executive Officer, Chief Operating Officer, Chief Strategy Officer, Senior Executive Vice President and Chief Financial Officer) that provide annual salary payments of $1.4 million in the aggregate and target bonus compensation of up to $1.6 million for the year ending March 31, 2020, salary payments of $0.9 million and target bonus compensation of up to $0.9 million for the year ending March 31, 2021 salary payments of $0.9 million and target bonus compensation of up to $0.9 million for the year ending March 31, 2022, and salary payments of $0.3 million and target bonus compensation of up to $0.6 million for the year ending March 31, 2023. In addition, our Chief Strategy Officer earned a bonus of $0.1 million for the fiscal year ended March 31, 2018, in his role as our former Chief Financial Officer, in connection with the completion of our public offering in December 2017, which was payable in the fiscal year ended March 31, 2019, and subsequently agreed to extended payment of such bonus to the fiscal year ending March 2020. Furthermore, the employment agreements contain severance clauses that could require severance payments in the aggregate amount of $11.1 million (excluding the value of potential accelerated vesting of equity awards granted to such executive officers). | ||||||||||
Acquisition Agreements [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Business acquisition, description | The Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $2.0 million for the fiscal year ending March 31, 2020, $1.6 million for the fiscal year ending March 31, 2021, $1.4 million for the fiscal year ending March 31, 2022 and $0.8 million for the fiscal year ending March 31, 2023. These agreements also provide for a revenue share that ranges between 35% and 50% of net revenues. In addition, there are other licenses, production and/or distribution agreements that provide for a revenue share of 50% on net revenues; however, without a requirement to make future minimum guaranteed payments irrespective to the execution and results of the planned events. | ||||||||||
Prepaid minimum guarantees | $ 300 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 12 Months Ended |
Mar. 31, 2019 | |
Employee Benefit Plan (Textual) | |
Defined contribution plan, description | The Company may make discretionary matching contributions to the 401(k) Plan on behalf of its employees up to a maximum of 100% of the participant's elective deferral up to a maximum of 5% of the employees' annual compensation. The Company made matching contributions of less than $0.1 million to the 401(k) Plan for the year ended March 31, 2019 and from the acquisition date of Slacker on December 29, 2017 through March 31, 2018, respectively. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted Stock Units (RSUs) [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Number of options granted | 1,377,391 | |
Weighted-average grant date fair value per share | $ 4.64 | |
Option grants to employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Number of options granted | 1,237,500 | 4,883,333 |
Weighted-average exercise price per share | $ 4.63 | $ 3.56 |
Weighted-average grant date fair value per share | $ 2.23 | $ 3.48 |
Option grants to non-employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Number of options granted | 101,667 | |
Weighted-average exercise price per share | $ 4 | |
Weighted-average grant date fair value per share | $ 1.84 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Option grants to employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Option grants to employees [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Expected volatility | 47.43% | 47.80% |
Risk-free rate | 2.52% | 1.63% |
Expected term (in years) | 5 years 1 month 6 days | 5 years 1 month 13 days |
Option grants to employees [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Expected volatility | 52.30% | 205.93% |
Risk-free rate | 2.96% | 2.69% |
Expected term (in years) | 7 years | 10 years |
Options to non-employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Expected volatility | 0.00% | |
Dividend yield | 0.00% | 0.00% |
Risk-free rate | 0.00% | 2.65% |
Expected term (in years) | ||
Options to non-employees [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Expected volatility | 47.80% | |
Expected term (in years) | 5 years 6 months | |
Options to non-employees [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Expected volatility | 48.69% | |
Expected term (in years) | 6 years |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Options to non-employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Balance Outstanding, Begining | 101,667 | |
Granted | 101,667 | |
Exercised | ||
Forfeited or expired | ||
Balance Outstanding, Ending | 101,667 | 101,667 |
Exercisable, ending | ||
Weighted-Average Exercise Price per Share Outstanding, beginning | $ 4 | |
Weighted-Average Exercise Price per Share, Granted | 4 | |
Weighted-Average Exercise Price per Share, Exercised | ||
Weighted-Average Exercise Price per Share, Forfeited or expired | ||
Weighted-Average Exercise Price per Share Outstanding, Ending | 4 | $ 4 |
Weighted-Average Exercise Price per Share, Exercisable Ending | ||
Options to employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Balance Outstanding, Begining | 3,800,001 | |
Granted | 1,237,500 | 4,883,333 |
Exercised | ||
Forfeited or expired | (157,500) | (1,083,332) |
Balance Outstanding, Ending | 4,880,001 | 3,800,001 |
Exercisable, ending | 1,902,227 | |
Weighted-Average Exercise Price per Share Outstanding, beginning | $ 4.10 | |
Weighted-Average Exercise Price per Share, Granted | 4.63 | 3.56 |
Weighted-Average Exercise Price per Share, Exercised | ||
Weighted-Average Exercise Price per Share, Forfeited or expired | 5.49 | 1.65 |
Weighted-Average Exercise Price per Share Outstanding, Ending | 3.95 | $ 4.10 |
Weighted-Average Exercise Price per Share, Exercisable Ending | $ 3.79 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Mar. 31, 2019shares | |
Option Indexed to Issuer's Equity [Line Items] | |
Balance outstanding, begining | |
Granted | 1,377,391 |
Vested | |
Cancelled | |
Balance outstanding, ending | 1,377,391 |
Vested and expected to vest | 1,377,391 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Share-based compensation expense | $ 9,215 | $ 3,222 |
Restricted Stock Units (RSUs) [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Share-based compensation expense | 2,100 | 0 |
Total tax benefit recognized related to share-based compensation expense | 0 | 0 |
Unrecognized compensation costs | $ 4,300 | |
Unrecognized compensation costs weighted-average period term | 1 year 3 months 19 days | |
Weighted-average remaining contractual term | 1 year 3 months 19 days | |
Weighted-average remaining contractual term vested and expected to vest | 1 year 3 months 19 days | |
Intrinsic value of vested and expected to vest | $ 1,200 | |
Options to employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Maximum contractual term for awards | 10 years | |
Share-based compensation expense | $ 7,200 | 3,200 |
Total tax benefit recognized related to share-based compensation expense | 0 | 0 |
Unrecognized compensation costs | $ 4,000 | |
Unrecognized compensation costs weighted-average period term | 8 months 12 days | |
Weighted-average remaining contractual term | 8 years 9 months 18 days | |
Weighted-average exercisable term | 8 years 9 months 18 days | |
Intrinsic value of outstanding | $ 7,200 | |
Intrinsic value of exercisable | $ 3,000 | |
Options to non-employees [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Maximum contractual term for awards | 10 years | |
Share-based compensation expense | $ 100 | |
Total tax benefit recognized related to share-based compensation expense | 0 | $ 0 |
Unrecognized compensation costs | $ 43 | |
Unrecognized compensation costs weighted-average period term | 4 months 24 days | |
2016 Plan [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Common stock for issuance | 12,600,000 | |
Common stock future issuance | 5,832,508 | |
Maximum contractual term for awards | 10 years |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of Shares | ||
Non-vested Number of Shares | 187,500 | |
Number of Shares, Granted | 408,433 | |
Number of Shares, Vested | (172,222) | (220,933) |
Number of Shares, Forfeited or expired | ||
Non-vested Number of Shares | 15,278 | 187,500 |
Weighted- Average Grant Date Fair Value per Share | ||
Non-vested Weighted- Average Grant Date Fair Value per Share | $ 5.01 | |
Weighted- Average Grant Date Fair Value per Share, Granted | 4.58 | |
Weighted- Average Grant Date Fair Value per Share, Vested | 5.01 | 4.21 |
Weighted- Average Grant Date Fair Value per Share, Forfeited or expired | ||
Non-vested Weighted- Average Grant Date Fair Value per Share | $ 5.01 | $ 5.01 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Number of Warrants | |||
Balance outstanding, Beginning | 167,363 | 167,363 | 50,000 |
Granted | 908,197 | ||
Exercised | (790,834) | ||
Forfeited/expired | |||
Balance outstanding, Ending | 167,363 | 167,363 | 50,000 |
Exercisable, Ending | 167,363 | ||
Weighted Average Exercise Price | |||
Balance outstanding, Beginning | $ 4.01 | $ 4.01 | $ 0.30 |
Granted | 0.75 | ||
Exercised | 0.02 | ||
Forfeited/expired | |||
Balance outstanding, Ending | 4.01 | $ 4.01 | $ 0.30 |
Exercisable, Ending | $ 4.01 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Balance outstanding, Beginning | 2 years 11 months 8 days | 2 years 11 months 26 days | |
Granted | 0 years | 2 years 6 months | |
Exercised | 0 years | 2 years 2 months 30 days | |
Forfeited/expired | 0 years | ||
Balance outstanding, Ending | 1 year 11 months 8 days | 2 years 11 months 8 days | |
Exercisable, Ending | 1 year 11 months 8 days |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 12, 2018 | Feb. 21, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 29, 2016 |
Option Indexed to Issuer's Equity [Line Items] | |||||
Intrinsic value of warrants outstanding and exercisable | $ 200 | ||||
Common stock issued for convertible notes, value | 1,181 | $ 2,211 | |||
Net proceeds from warrants | $ 15 | ||||
Common stock, authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Aggregate number of shares of capital stock authority to issue shares | 501,000,000 | ||||
Warrant [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Common stock issued for convertible notes, value | $ 1,400 | ||||
Common stock issued for convertible notes | 740,834 | ||||
Warrants exercise per share | $ 4 | $ 4.05 | |||
Number of warrants issued | 147,363 | 20,000 | 790,834 | ||
Net proceeds from warrants | $ 15 | ||||
Number of warrants issued value | $ 200 | $ 28 | |||
Aggregate fair value of warrants issued | 147,363 | 20,000 | |||
Aggregate fair value of warrants | $ 28 | ||||
Risk-free interest rate | 2.43% | 2.44% | |||
Dividend yield | 0.00% | 0.00% | |||
Volatility rate | 48.30% | 48.20% | |||
Expected life | 3 years | 3 years | |||
Warrant [Member] | Maximum [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Warrants exercise per share | $ 0.03 | ||||
Warrant [Member] | Minimum [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Warrants exercise per share | $ 0.01 | ||||
Employees [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Common restricted stock issued for services, value | $ 0 | $ 1,900 | |||
Common restricted stock issued for services, shares | 0 | 408,433 | |||
Expense related to restricted stock issuances | $ 500 | $ 1,200 | |||
Unrecognized compensation cost | 38 | ||||
Consultants [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Common restricted stock issued for services, value | $ 2,200 | $ 3,400 | |||
Common restricted stock issued for services, shares | 449,374 | 725,885 | |||
Expense related to restricted stock issuances | $ 3,100 | $ 1,700 | |||
Unrecognized compensation cost | $ 600 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss before income taxes: | ||
Domestic | $ (37,544) | $ (23,330) |
Foreign | ||
Total loss before income taxes | $ (37,544) | $ (23,330) |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal | ||
State | 7 | 6 |
Foreign | ||
Total Current | 7 | 6 |
Deferred: | ||
U.S. Federal | ||
State | 211 | |
Foreign | ||
Total Deferred | 211 | |
Total provision for income taxes | $ 218 | $ 6 |
Income Tax Provision (Details 2
Income Tax Provision (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income taxes computed at Federal statutory rate | $ (7,884) | $ (7,360) |
State tax - net of federal benefit | (1,555) | (330) |
State minimum taxes | 7 | 6 |
Change in valuation allowance | 8,987 | 6,311 |
Permanent differences | 663 | 1,379 |
Total provision for income taxes | $ 218 | $ 6 |
Income Tax Provision (Details 3
Income Tax Provision (Details 3) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,005 | $ 12,469 |
Property and equipment | 135 | 122 |
Accruals and reserves | 769 | 333 |
Stock compensation | 3,154 | 1,003 |
Tax credits | 2,618 | |
Capital loss carryforward | 556 | 502 |
Gross deferred tax assets | 22,646 | 17,047 |
Deferred tax liabilities: | ||
Intangible assets | (6,832) | (10,009) |
Net deferred tax assets | 15,814 | 7,038 |
Valuation allowance | (16,025) | (7,038) |
Net deferred tax liability | $ (211) |
Income Tax Provision (Details T
Income Tax Provision (Details Textual) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Provision (Textual) | |||||
Net operating loss carryforwards | $ 2,600 | $ 136,000 | |||
Percentage of statutory federal rate | 21.00% | 31.50% | |||
Percentage of deferred tax benefits | 21.00% | ||||
Net operating loss carryforwards | Dec. 31, 2024 | ||||
Federal net operating loss carryforwards | $ 70,500 | $ 54,300 | |||
State net operating loss carryforwards | 70,500 | 54,300 | |||
Estimated limitation revalued the losses and credits | 0 | 22,000 | |||
Valuation allowance | $ (16,025) | $ (7,038) | |||
Income tax, description | Of the $70.5 million of federal net operating loss carryforwards, $54.3 million was generated in tax years beginning before March 31, 2018 and is subject to the 20-year carryforward period ("pre-Tax Act losses"), the remaining $16.2 million ("post-Tax Act losses") can be carried forward indefinitely but is subject to the 80% taxable income limitation. | ||||
Maximum [Member] | |||||
Income Tax Provision (Textual) | |||||
Percentage of corporate income tax rate | 35.00% | ||||
Minimum [Member] | |||||
Income Tax Provision (Textual) | |||||
Percentage of corporate income tax rate | 21.00% |
Business Segment and Geograph_2
Business Segment and Geographic Reporting (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)Segment | Mar. 31, 2018USD ($) | |
Business Segment and Geographic Reporting (Textual) | |||
Total revenues | $ 33,701 | $ 7,195 | |
Consolidated operating segment | Segment | 1 | ||
One External Customer [Member] | Sales Revenue, Net [Member] | |||
Business Segment and Geographic Reporting (Textual) | |||
Concentration risk, percentage | 10.00% | ||
OEM [Member] | |||
Business Segment and Geographic Reporting (Textual) | |||
Total revenues | $ 1,800 | $ 13,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Level 1 [Member] | ||
Liabilities: | ||
Bifurcated embedded derivative on senior secured convertible debentures | ||
Level 2 [Member] | ||
Liabilities: | ||
Bifurcated embedded derivative on senior secured convertible debentures | ||
Level 3 [Member] | ||
Liabilities: | ||
Bifurcated embedded derivative on senior secured convertible debentures | 586 | |
Fair Value [Member] | ||
Liabilities: | ||
Bifurcated embedded derivative on senior secured convertible debentures | $ 586 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Bifurcated embedded derivative recognized on issuance of senior secured convertible debentures | $ 263 | |
Fair Value [Member] | ||
Balance as of March 31, 2018 | ||
Bifurcated embedded derivative recognized on issuance of senior secured convertible debentures | 263 | |
Total fair value adjustments reported in earnings | 323 | |
Balance as of March 31, 2019 | $ 586 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | $ 13,704 | $ 10,285 |
Restricted cash | 235 | 3,685 |
Liabilities: | ||
Note payable | ||
Bank debt | ||
Senior secured convertible debentures, net | ||
Unsecured convertible notes payable, net | ||
Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Liabilities: | ||
Note payable | ||
Bank debt | 3,500 | |
Senior secured convertible debentures, net | ||
Unsecured convertible notes payable, net | ||
Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Liabilities: | ||
Note payable | 312 | 294 |
Bank debt | ||
Senior secured convertible debentures, net | 13,737 | |
Unsecured convertible notes payable, net | 8,844 | 4,916 |
Carrying Value [Member] | ||
Assets: | ||
Cash and cash equivalents | 13,704 | 10,285 |
Restricted cash | 235 | 3,685 |
Liabilities: | ||
Note payable | 312 | 294 |
Bank debt | 3,500 | |
Senior secured convertible debentures, net | 11,809 | |
Unsecured convertible notes payable, net | $ 4,741 | $ 4,916 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details Textual) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value Measurements (Textual) | |
Fair value of bifurcated derivatives through other income (expense) | $ 300 |