Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 04, 2019 | |
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-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 58,040,170 | |
Entity File Number | 001-38249 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 16,053 | $ 13,704 |
Restricted cash | 235 | 235 |
Accounts receivable, net | 3,843 | 4,314 |
Prepaid expense and other assets | 1,794 | 1,311 |
Total Current Assets | 21,925 | 19,564 |
Property and equipment, net | 3,161 | 2,720 |
Goodwill | 9,672 | 9,672 |
Intangible assets, net | 23,801 | 26,943 |
Other assets | 164 | |
Total Assets | 58,723 | 58,899 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 21,876 | 20,906 |
Accrued royalties | 11,417 | 9,921 |
Note payable | 322 | 312 |
Deferred revenue | 855 | 950 |
Senior secured convertible debentures, net | 10,908 | 2,111 |
Total Current Liabilities | 45,378 | 34,200 |
Other long-term liabilities | 3,868 | |
Lease liabilities, noncurrent | 87 | |
Senior secured convertible debentures, net | 10,284 | |
Unsecured convertible notes, net of discount and current maturities | 4,928 | 4,741 |
Deferred income taxes | 211 | 211 |
Total Liabilities | 54,472 | 49,436 |
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; 57,834,822 and 52,275,236 shares issued and outstanding, respectively | 58 | 52 |
Additional paid in capital | 114,972 | 98,605 |
Accumulated deficit | (110,779) | (89,194) |
Total stockholders' equity | 4,251 | 9,463 |
Total Liabilities and Stockholders' Equity | $ 58,723 | $ 58,899 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
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 | 57,834,822 | 52,275,236 |
Common stock, outstanding | 57,834,822 | 52,275,236 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue: | $ 9,583 | $ 7,968 | $ 19,081 | $ 15,558 |
Operating expenses: | ||||
Cost of sales | 8,453 | 8,135 | 17,466 | 16,571 |
Sales and marketing | 2,100 | 1,306 | 3,811 | 2,220 |
Product development | 2,505 | 1,969 | 4,928 | 3,811 |
General and administrative | 5,103 | 3,664 | 9,928 | 7,742 |
Amortization of intangible assets | 1,354 | 2,410 | 3,142 | 4,833 |
Total operating expenses | 19,515 | 17,484 | 39,275 | 35,177 |
Loss from operations | (9,932) | (9,516) | (20,194) | (19,619) |
Other income (expense): | ||||
Interest expense, net | (940) | (782) | (1,810) | (1,397) |
Other income (expense) | 253 | (27) | 419 | (77) |
Total other income (expense), net | (687) | (809) | (1,391) | (1,474) |
Loss before provision for income taxes | (10,619) | (10,325) | (21,585) | (21,093) |
Provision for income taxes | ||||
Net loss | $ (10,619) | $ (10,325) | $ (21,585) | $ (21,093) |
Net loss per share - basic and diluted | $ (0.19) | $ (0.2) | $ (0.40) | $ (0.41) |
Weighted average common shares - basic and diluted | 55,891,299 | 51,949,517 | 54,115,343 | 51,739,841 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2018 | $ 51 | $ 89,778 | $ (51,432) | $ 38,397 |
Balance, shares at Mar. 31, 2018 | 51,432,292 | |||
Shares issued for services to consultants | $ 1,156 | $ 1,156 | ||
Shares issued for services to consultants, shares | 143,523 | |||
Stock-based compensation | $ 4,852 | $ 4,852 | ||
Interest paid in kind | ||||
Shares issued for debt conversion | $ 1 | $ 1,180 | $ 1,181 | |
Shares issued for debt conversion, shares | 393,570 | |||
Shares issued from public offering, net of cost | ||||
Shares issued from public offering, net of cost, shares | ||||
Net loss | $ (21,093) | $ (21,093) | ||
Balance at Sep. 30, 2018 | $ 52 | $ 96,966 | $ (72,525) | $ 24,493 |
Balance, shares at Sep. 30, 2018 | 51,969,385 | |||
Balance at Jun. 30, 2018 | $ 52 | $ 93,902 | $ (62,200) | $ 31,754 |
Balance, shares at Jun. 30, 2018 | 51,901,418 | |||
Shares issued for services to consultants | $ 534 | $ 534 | ||
Shares issued for services to consultants, shares | 50,232 | |||
Stock-based compensation | $ 2,477 | $ 2,477 | ||
Interest paid in kind | ||||
Shares issued for debt conversion | $ 53 | $ 53 | ||
Shares issued for debt conversion, shares | 17,735 | |||
Shares issued from public offering, net of cost | ||||
Shares issued from public offering, net of cost, shares | ||||
Net loss | $ (10,325) | $ (10,325) | ||
Balance at Sep. 30, 2018 | $ 52 | $ 96,966 | $ (72,525) | $ 24,493 |
Balance, shares at Sep. 30, 2018 | 51,969,385 | |||
Balance at Mar. 31, 2019 | $ 52 | $ 98,605 | $ (89,194) | $ 9,463 |
Balance, shares at Mar. 31, 2019 | 52,275,236 | |||
Shares issued for services to consultants | $ 1 | $ 2,468 | $ 2,469 | |
Shares issued for services to consultants, shares | 559,586 | |||
Stock-based compensation | $ 4,302 | $ 4,302 | ||
Interest paid in kind | 29 | 29 | ||
Shares issued for debt conversion | ||||
Shares issued for debt conversion, shares | ||||
Shares issued in the public offering, net of cost | $ 5 | $ 9,568 | $ 9,573 | |
Shares issued in the public offering, net of cost, shares | 5,000,000 | |||
Net loss | (21,585) | (21,585) | ||
Balance at Sep. 30, 2019 | $ 58 | $ 114,972 | $ (110,779) | $ 4,251 |
Balance, shares at Sep. 30, 2019 | 57,834,822 | |||
Balance at Jun. 30, 2019 | $ 52 | $ 101,904 | $ (100,160) | $ 1,796 |
Balance, shares at Jun. 30, 2019 | 52,378,133 | |||
Shares issued for services to consultants | $ 1 | $ 1,700 | $ 1,701 | |
Shares issued for services to consultants, shares | 456,689 | |||
Stock-based compensation | $ 1,771 | $ 1,771 | ||
Interest paid in kind | 29 | 29 | ||
Shares issued for debt conversion | ||||
Shares issued for debt conversion, shares | ||||
Shares issued from public offering, net of cost | $ 5 | $ 9,568 | $ 9,573 | |
Shares issued from public offering, net of cost, shares | 5,000,000 | |||
Net loss | $ (10,619) | $ (10,619) | ||
Balance at Sep. 30, 2019 | $ 58 | $ 114,972 | $ (110,779) | $ 4,251 |
Balance, shares at Sep. 30, 2019 | 57,834,822 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (21,585) | $ (21,093) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,984 | 5,144 |
Common stock issued for services | 2,389 | 1,527 |
Stock-based compensation | 4,003 | 4,535 |
Amortization of debt discount | 342 | 529 |
Interest paid in kind | 29 | |
Change in fair value of bifurcated embedded derivatives | (194) | 15 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 471 | (405) |
Prepaid expenses and other current assets | (647) | 177 |
Deferred revenue | (95) | (169) |
Accounts payable and accrued liabilities | 2,669 | 4,993 |
Other long-term liabilities | 3,868 | |
Net cash used in operating activities | (4,766) | (4,747) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (982) | (1,065) |
Net cash used in investing activities | (982) | (1,065) |
Cash Flows from Financing Activities: | ||
Repayment of senior secured convertible debentures | (1,326) | |
Proceeds from senior secured convertible debentures payable, net | 9,606 | |
Amendment costs of senior secured debentures | (150) | |
Proceeds from public offering, net | 9,573 | |
Repayment of bank debt | (3,515) | |
Net cash provided by financing activities | 8,097 | 6,091 |
Net change in cash, cash equivalents and restricted cash | 2,349 | 279 |
Cash, cash equivalents and restricted cash, beginning of period | 13,939 | 13,970 |
Cash, cash equivalents and restricted cash, end of period | 16,288 | 14,249 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 927 | 408 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of options issued to employees, capitalized as internally-developed software | 301 | 317 |
Common stock issued upon conversion of unsecured convertible notes payable | $ 1,180 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Sep. 30, 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 Beverly Hills, California. The Company is a global digital media company focused on live entertainment. Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company's audited consolidated financial statements for the fiscal year ended March 31, 2019, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company's interim unaudited condensed consolidated financial statements for the three and six months ended September 30, 2019. The results for the three and six months ended September 30, 2019 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2020 ("fiscal 2020"). The condensed consolidated balance sheet as of March 31, 2019 has been derived from the Company's audited balance sheet included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on June 24, 2019 (the "2019 Form 10-K"). The interim unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete audited financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the 2019 Form 10-K. Going Concern and Liquidity The Company's condensed 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. These financial statements have been prepared on the basis of the Company having sufficient liquidity to fund its operations for at least the next twelve months from the issuance of these condensed consolidated financial statements in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 205-40 ("ASC Topic 205-40"), Presentation of Financial Statements—Going Concern As reflected in its condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $21.6 million, and utilized cash of $4.8 million in operating activities for the six months ended September 30, 2019, and had a working capital deficiency of $23.5 million as of September 30, 2019. The Company filed a universal shelf offering on Form S-3 which became effective in February 2019 to raise up to $150.0 million in cash from the sale of equity, debt and/or other financial instruments. During the quarter ended September 30, 2019, the Company sold 5,000,000 shares of its common stock to certain institutional investors for gross proceeds of $10.5 million. While management believes it has sufficient sources of liquidity to fund its operations over the next twelve months, 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 condensed 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. The Company's long-term ability to continue as a going concern is dependent upon its ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and adequate financing. The Company's ability to continue as a going concern is also dependent on its ability to further develop and execute on its business plan. The Company may also have to reduce certain overhead costs through the reduction of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management's attempts at any or all of these endeavors will be successful. 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. 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. Even if the Company is able to obtain additional financing, it may contain terms that result in 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 the Company's securities for cash will be successful or consummated. 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 condensed 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. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company's previously issued financial statements have been reclassified to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 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 condensed consolidated financial statements in conformity with 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 values 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 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, Inc., the Company's wholly owned subsidiary that provides an internet music and radio streaming service ("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 consists 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 and producing and streaming 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 primarily relate to the consumption of music listened to on Slacker's radio services. As of September 30, 2019 and March 31, 2019, the Company accrued $11.4 million and $9.9 million of royalties, 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 are 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, convertible debentures and convertible notes have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. At September 30, 2019 and 2018, the Company had 167,363 warrants outstanding, 4,809,168 and 5,086,668 options outstanding, respectively, 2,628,510 and 500,000 restricted stock units outstanding, respectively, and 2,839,546 and 2,614,031 shares of common stock issuable underlying the Company's convertible notes and convertible debentures, 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. 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 Company's condensed consolidated statements of cash flows for the six months ended September 30 (in thousands): 2019 2018 Cash and cash equivalents $ 16,053 $ 14,064 Restricted cash 235 185 Total cash and cash equivalents and restricted cash $ 16,288 $ 14,249 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 September 30, 2019 and March 31, 2019, the Company had restricted cash of $0.2 million. Accounts Receivable and 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. There were no impairment losses recorded on receivables for the three and six months ended September 30, 2019 and 2018. 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 nature of its subscription receivables. At September 30, 2019, the Company had two customers that made up 17%, and 51% of the total gross accounts receivable balance. At March 31, 2019, the Company had three customers that made up 10%, 26% and 36% of the total gross accounts receivable balance. The Company's accounts receivable at September 30, 2019 and March 31, 2019 is as follows (in thousands): September 30, March 31, 2019 2019 Accounts receivable, gross $ 3,847 $ 4,318 Less: Allowance for doubtful accounts (4 ) (4 ) Accounts receivable, net $ 3,843 $ 4,314 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. 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 six months ended September 30, 2019 and 2018, the Company capitalized $1.4 million and $1.4 million of internal use software, respectively. 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 three and six months ended September 30, 2019 and 2018. 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 Trademarks/Trade Names, 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 three and six months ended September 30, 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 and music streaming services, the Company will 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 In February 2016, the FASB issued ASU No. 2016-02, Leases Leases (Topic 842): Targeted Improvements The Company elected and applied the available transition practical expedients. By electing these practical expedients, the Company did: a. not reassess whether expired or existing contracts contain leases under the new definition of a lease; b. not reassess lease classification for expired or existing leases; and c. not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendments in this ASU align the implementation date for nonpublic entities' annual financial statements with the implementation date for their interim financial statements. In addition, the amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20; instead impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842: Leases. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments. The amendments in this ASU further clarify certain aspects of ASU No. 2016-13. For entities that have not yet adopted ASU No. 2016-13, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. The amendments in this ASU provide transition relief for ASU No. 2016-13 by providing an option to irrevocably elect the fair value option for certain financial assets measured at an amortized cost basis. For entities that have not yet adopted ASU No. 2016-13, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. 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 SEC did not or are not believed by manage |
Revenue
Revenue | 6 Months Ended |
Sep. 30, 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 three and six months ended September 30, 2019 and 2018 (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenue Subscription services $ 8,985 $ 7,244 $ 17,550 $ 13,865 Advertising 598 724 1,274 1,528 Licensing - - 257 165 Total Revenue $ 9,583 $ 7,968 $ 19,081 $ 15,558 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 six months ended September 30, 2019 (in thousands): Contract Liabilities Balance as of March 31, 2019 $ 950 Revenue recognized that was included in the contract liability at beginning of period (950 ) Increase due to cash received, excluding amounts recognized as revenue during the period 855 Balance as of September 30, 2019 $ 855 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 — Property and Equipment The Company's property and equipment at September 30, 2019 and March 31, 2019 was as follows (in thousands): September 30, March 31, 2019 2019 Property and equipment, net Production equipment $ 54 $ 54 Computer, machinery, and software equipment 1,432 573 Furniture and fixtures 23 23 Leasehold improvements 23 19 Capitalized internally developed software 3,490 3,070 Total property and equipment 5,022 3,739 Less accumulated depreciation and amortization (1,861 ) (1,019 ) Total property and equipment, net $ 3,161 $ 2,720 Depreciation expense was $0.5 million and $0.2 million for the three months ended September 30, 2019 and 2018, respectively and was $0.8 million and $0.3 million for the six months ended September 30, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 5 — 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 six months ended September 30, 2019 (in thousands): Goodwill Balance as of March 31, 2019 $ 9,672 Acquisitions - Balance as of September 30, 2019 $ 9,672 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 six months ended September 30, 2019 (in thousands): Tradenames Balance as of March 31, 2019 $ 4,637 Acquisitions - Impairment losses - Balance as of September 30, 2019 $ 4,637 Finite-Lived Intangible Assets The Company's finite-lived intangible assets were as follows as of September 30, 2019 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 6,748 $ 12,532 Intellectual property (patents) 5,366 626 4,740 Customer relationships 6,570 4,697 1,873 Domain names 29 10 19 Total $ 31,245 $ 12,081 $ 19,164 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 amortization expense on its finite-lived intangible assets was $1.4 million and $2.4 million for the three months ended September 30, 2019 and 2018, respectively and was $3.1 million and $4.8 million for the six months ended September 30, 2019 and 2018, respectively. The Company expects to record amortization of intangible assets for fiscal years ending March 31, 2020 and future fiscal years as follows (in thousands): For Years Ending March 31, 2020 (remaining six months) $ 2,541 2021 4,744 2022 4,744 2023 3,648 2024 358 Thereafter 3,129 $ 19,164 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 6 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at September 30, 2019 and March 31, 2019 were as follows (in thousands): September 30, March 31, 2019 2019 Accounts payable $ 17,902 $ 18,316 Accrued liabilities 3,799 2,519 Due to related parties 98 71 Lease liabilities, current 77 - $ 21,876 $ 20,906 |
Note Payable
Note Payable | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 7 — 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 13 – 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 the date of this Quarterly Report on Form 10-Q (this "Quarterly Report"), the Note has not been extended and is currently past due. In addition, the holder of the Note obtained a judgement against the Company for nonpayment of the Note in the State of Delaware in August 2019 and in the State of California in September 2019. As of September 30, 2019 and March 31, 2019, 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 | 6 Months Ended |
Sep. 30, 2019 | |
Senior Secured Convertible Debentures [Abstract] | |
Senior Secured Convertible Debentures | Note 8 — 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. 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 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 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 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. As of September 30, 2019 the Company was in compliance with its financial covenants; however, the Company concluded that a future financial covenant violation associated with near term revenue targets remains probable, and as a result, the Debentures have been classified as current liabilities in accordance with ASC 470-10, Debt The Company has evaluated the Debentures 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 both of the 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 condensed consolidated balance sheet. At September 30, 2019, the Company performed a fair value analysis using a binomial lattice calculation on both of the derivative instruments using the following assumptions: Coupon Rate: 12.75%, Term: 1.75 years, Volatility: 84.1%, Market Rate: 17.70% and Probability of Default: 32.76%. The Company determined that as of the assessment date, the fair value is $0.4 million. The change in fair value of $0.2 million is recorded in Other income (expense) on the Company's condensed consolidated statements of operations at September 30, 2019. 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 was $0.6 million. The change in fair value of $0.3 million was recorded in Other income (expense) on the Company's consolidated statements of operations at March 31, 2019. As of the date of this Quarterly Report, the Debentures holders have sent monthly redemption notices for December 2018 through November 2019 (inclusive). The Company has repaid $0.3 million of principal in January 2019 and $0.2 million of principal in each month in February 2019, March 2019, April 2019, May 2019, June 2019, July 2019, August 2019, September 2019, October 2019 and November 2019. September 30, March 31, 2019 2019 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ 11,775 $ 13,101 Accrued interest - 142 Fair Value of Embedded Derivatives 392 586 Less: Discount (1,259 ) (1,434 ) Net 10,908 12,395 Less: Senior Secured Convertible Debentures, current 10,908 2,111 Senior Secured Convertible Debentures, long-term $ - $ 10,284 |
Unsecured Convertible Notes
Unsecured Convertible Notes | 6 Months Ended |
Sep. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Unsecured Convertible Notes | Note 9 — Unsecured Convertible Notes The Company's unsecured convertible notes payable at September 30, 2019 and March 31, 2019 were as follows (in thousands): September 30, March 31, 2019 2019 Unsecured Convertible Notes - Related Party (A) 7.5% Unsecured Convertible Note - Due May 31, 2021 $ 3,985 $ 3,850 (B) 7.5% Unsecured Convertible Notes - Due May 31, 2021 1,002 967 Less: Discount (59 ) (76 ) Net 4,928 4,741 Less: Unsecured Convertible Note Payable - Related Party, current - - Unsecured Convertible Notes Payable - Related Party, long-term $ 4,928 $ 4,741 Total principal maturities of the Company's long-term borrowings, including the 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 $16.8 million for the year ending March 31, 2022. As of September 30, 2019 and March 31, 2019, 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 with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). At September 30, 2019, the balance due of $4.0 million, which included $0.4 million of accrued interest, was outstanding under the first Trinad Note. At March 31, 2019, the balance due of $3.8 million, which included $0.2 million of accrued interest, was outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 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 and were extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). For the three months ended September 30, 2019, the Company amortized less than $0.1 million of discount to interest expense, and the unamortized discount as of September 30, 2019 was $0.1 million. As of September 30, 2019, $0.1 million of 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 all of 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 dates of all of the Trinad 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 any of the Trinad Notes prior to May 31, 2021 without Trinad Capital's consent. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 — Related Party Transactions As of September 30, 2019 and March 31, 2019, 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. |
Leases
Leases | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 11 — Leases The Company leases a facility under a non-cancelable operating lease which expires in fiscal year 2022. Upon adoption of ASU 2016-02 and its related Updates, the Company recorded $0.2 million of right-of-use assets and operating lease liabilities. Operating lease cost for the three and six months ended September 30, 2019 was less than $0.1 million. Supplemental balance sheet information related to leases was as follows (in thousands): Operating leases September 30, Operating lease right-of-use assets $ 164 Total operating lease right-of-use assets 164 Operating lease liability, current $ 77 Operating lease liability, noncurrent 87 Total operating lease liabilities $ 164 Maturities of operating lease liabilities as of September 30, 2019 were as follows (in thousands): For Years Ending March 31, 2020 (remaining six months) $ 47 2021 94 2022 47 Total lease payments 188 Less: imputed interest (24 ) Present value of operating lease liabilities $ 164 Significant judgments Discount rate – the Company's lease is discounted using the Company's incremental borrowing rate of 12.75% as the rate implicit in the lease is not readily determinable. Options – the lease term is the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Rental expense for operating leases classified under ASC 840 for the three and six months ended September 30, 2018 was less than $0.1 million and was recorded within general and administrative expenses. 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 occupies 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, effective April 30, 2019. 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. This agreement was subsequently amended on October 1, 2019 to $14 thousand per month. Slacker leases its San Diego premises under operating leases expiring on December 31, 2019. Rent expense for the operating lease totaled $0.2 million and $0.2 million for the six months ended September 30, 2019 and 2018, respectively. |
Long-Term Liabilities
Long-Term Liabilities | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Liabilities | Note 12 — Long-Term Liabilities In addition, the Company issued one of the Music Partners $0.4 million in restricted shares of the Company's common stock, at a price of approximately $4.51 per share, as full payment of certain amounts due under such agreement. The Company evaluated these agreements and the two of the amendments were required to be accounted for as a modification under ASC 470-50 Debt – Modifications and Extinguishment Troubled Debt Restructurings by Debtors. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 — 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 September 30, 2019, the Company has licenses, production and/or distribution agreements to pay future minimum guarantee commitments of $5.2 million, of which $1.4 million will be paid in the fiscal year ending March 31, 2020 and the remainder will be paid thereafter. 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 revenue share of 50% of net revenues; however, without a requirement to make future minimum guarantee commitment payments irrespective to the execution and results of the planned events. As of September 30, 2019, the Company had prepaid minimum guarantees of $0.2 million in content acquisition costs related to minimum guarantees. Contractual Obligations As of September 30, 2019, the Company is obligated under agreements with certain content providers, such as festivals, clubs, events, concerts, artists, promoters, venues, music labels and publishers, and other contractual obligations to make guaranteed payments as follows: $1.1 million for the fiscal year ending March 31, 2020 and $1.0 million thereafter. 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 September 30, 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. Legal Proceedings 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. The Company believes 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 intends to vigorously defend itself against any obligations or liability to Wynn with respect to such claims. 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. In April 2019, the parties agreed to informally stay the proceeding for the time being and extend discovery deadlines. As of September 30, 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 was paid by the Company to the plaintiff related to this settlement. At September 30, 2019 the promissory note has not been paid and is currently past due. On October 11, 2018, Manatt, Phelps & Phillips, LLP ("Manatt") 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 September 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, and (ii) the note repayment by such due date, Manatt would dismiss 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 was paid by the Company to the plaintiff related to this settlement. Pursuant to the terms of the settlement agreement, as a result of the note due to Manatt described above having not been paid as of September 30, 2019 and is currently being past due, in August, 2019, Manatt obtained a judgement in the Court of Chancery of the State of Delaware against the Company for the amount of $0.3 million, which represents principal and all accrued and unpaid interest on the note through July 5, 2019. The judgement amount will continue to accrue interest at the 6% applicable rate from July 6, 2019 through the date of the judgment's satisfaction in full. In September 2019, Manatt obtained a related sister-state judgement in the Superior Court of California, County of Los Angeles against the Company for the same amount. On April 10, 2018, Joseph Schnaier, Danco Enterprises, LLC (an entity solely owned by Mr. Schnaier, "Danco"), Wantmcs Holdings, LLC (Mr. Schnaier is the managing member) and Wantickets (Mr. Schnaier is the 90% beneficial owner) 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 S. Ellin, Alec Ellin, Blake Indursky and Computershare Trust Company, N.A. ("Computershare"). Plaintiffs subsequently voluntarily dismissed all claims against Alec Ellin and Blake Indursky. The complaint alleged multiple causes of action arising out of Schnaier's investment (through Danco) of $1.25 million into the Company in 2016, the Company's purchase of certain operating assets of Wantickets pursuant to the Asset Purchase Agreement, dated as of May 5, 2017, and Mr. Schnaier's employment with LXL Tickets, including claims for fraudulent inducement, breach of contract, conversion, and defamation. Plaintiffs seek monetary damages and injunctive relief. Plaintiffs have also sued Computershare for negligence and for injunctive relief relating to the refusal to transfer certain restricted shares of the Company's common stock owned by the plaintiffs. Plaintiffs are seeking injunctive relief, damages of approximately $26.7 million, plus interest, attorneys' fees and costs and other such relief as the court may award. The Company has denied plaintiffs' claims. 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 of litigation certain results for Mr. Schnaier's self-serving and improper purposes. The Company is vigorously defending 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), 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 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 to sell his remaining shares of the Company's common stock on an ongoing basis. Sales of such shares were completed during the second quarter ended September 30, 2019. The Company has and intends to continue to vigorously defend all defendants against any liability to the plaintiffs with respect to such claims. As of September 30, 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 six months ended September 30, 2019 and 2018, the Company recorded aggregate legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third-parties of $0 and less than $0.1 million, respectively. During the six months ended September 30, 2018, the full amount was expensed and included in general and administrative expenses. While the resolution of the above matters cannot be predicted with certainty, other than as set forth above and in this Note 13 — Commitments and Contingencies of the 2019 Form 10-K, the Company does not believe, based on current knowledge, that except as set forth above, 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 may be 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. 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 September 30, 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 | 6 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 14 — 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 401(k) 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 each of the three and six months ended September 30, 2019 and 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15 — Stockholders' Equity Issuance of Common Stock in the Public Offering On July 25, 2019, in a registered direct public offering, the Company entered into securities purchase agreements with certain institutional investors pursuant to which the Company sold a total of 5,000,000 shares of the its common stock at a price per share of $2.10. The gross proceeds to the Company were $10.5 million. The net proceeds of the offering to the Company were $9.6 million, after deducting placement agent fees and other offering expenses totaling $0.9 million paid by the Company. Issuance of Common Stock for Services to Consultants During the six months ended September 30, 2019, the Company issued 559,586 shares of its common stock valued at $2.5 million to certain Company consultants and vendors. Additionally, the Company has $0.3 million in Accounts Payable and accrued liabilities for stock earned by its consultants, but not yet issued. During the three and six months ended September 30, 2019, the Company recorded $0.2 million and $0.4 million, respectively, of expense related to stock issuances to its consultants. The remaining unrecognized compensation cost of approximately $0.5 million is expected to be recorded over the next year as the shares vest. During the six months ended September 30, 2018, the Company issued 143,523 shares of its common stock valued at $0.7 million to certain Company consultants. During the three and six months ended September 30, 2018, the Company recorded $0.5 million and $1.2 million, respectively, of expense related to stock issuances to consultants. Issuance of Common Stock for Services to Employees During the three and six months ended September 30, 2019, the Company recorded less than $0.1 million, respectively, of expense related to prior stock issuances to employees. As of September 30, 2019, there was no remaining unrecognized compensation cost. During the three and six months ended September 30, 2018, the Company recorded $0.2 million and $0.3 million, respectively, of expense related to the stock issuances to employees. Additional details of the Company's issuances of its common stock to its employees during the six months ended September 30, 2019 are as follows: Number of Weighted- Non-vested as of March 31, 2019 15,278 $ 5.01 Granted - - Vested (15,278 ) 5.01 Forfeited or expired - - Non-vested as of September 30, 2019 - - Warrants The table below summarizes the Company's warrant activities during the six months ended September 30, 2019: Number of Weighted Weighted- Balance outstanding, March 31, 2019 167,363 4.01 1.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, September 30, 2019 167,363 4.01 1.44 Exercisable, September 30, 2019 167,363 4.01 1.44 At September 30, 2019, the intrinsic value of warrants outstanding and exercisable was $0. |
Business Segment and Geographic
Business Segment and Geographic Reporting | 6 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Reporting | Note 16 Business Segment and Geographic Reporting Management has determined that the Company has one operating segment. The Companys reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Companys 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 all of their new vehicles. In the three and six months ended September 30, 2019 total revenue from the OEM was $5.6 million and $10.6 million, respectively. In the three and six months ended September 30, 2018, total revenue from the OEM was $2.9 million and $5.1 million, 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 | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 17 — 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): September 30, 2019 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 392 $ - $ - $ 392 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, 2019 $ 586 Total fair value adjustments reported in earnings (194 ) Balance as of September 30, 2019 $ 392 The Company did not elect the fair value measurement option for the following financial assets or liabilities. The fair values of certain financial instruments measured at amortized cost and the hierarchy level the Company used to estimate the fair values are shown below (in thousands): September 30, 2019 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 16,053 $ 16,053 $ - $ - Restricted cash 235 235 - - Liabilities: Note payable 322 - - 322 Senior secured convertible debentures, net 10,516 - - 11,196 Unsecured convertible notes payable, net 4,928 - - 5,022 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 The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of September 30, 2019 and March 31, 2019. 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, accrued expenses and other long-term liabilities approximated their fair values as of September 30, 2019 and March 31, 2019. The Company's outstanding debt is carried at cost, adjusted for discounts. 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 binomial lattice calculations and a risk neutral model and a yield model with a Black-Scholes-Merton option pricing model, respectively. The Company has recognized $0.2 million and $0.4 million, respectively, of income in the three and six months ended September 30, 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 — Subsequent Events Effective October 20, 2019, the Company's board of directors elected Bridget Baker as a director of the Company. The board determined that Ms. Baker is an "independent" director pursuant to the definition of independence under Rule 5605(a)(2) of the Nasdaq Listing Rules. The board also appointed Ms. Baker to the Compensation Committee of the board. In consideration of Ms. Baker's agreement to join the board, the Company approved the grant to her of 60,900 restricted stock units (the "RSUs"), which shall vest on November 30, 2020, subject to her continued service on the board through such vesting date. The RSUs will be issued under the Company's 2016 Equity Incentive Plan (as amended, the "Plan"). Each RSU represents a contingent right to receive one share of the Company's common stock or the cash value thereof. The board, in its sole discretion, will determine in accordance with the terms and conditions of the Plan the form of payout of the RSUs (cash and/or stock). Ms. Baker will also be entitled to participate in the annual compensation package that the Company provides to its other non-employee directors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the Company's condensed consolidated financial statements in conformity with 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 values 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 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, Inc., the Company's wholly owned subsidiary that provides an internet music and radio streaming service ("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 consists 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 and producing and streaming 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 primarily relate to the consumption of music listened to on Slacker's radio services. As of September 30, 2019 and March 31, 2019, the Company accrued $11.4 million and $9.9 million of royalties, 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 are 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, convertible debentures and convertible notes have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. At September 30, 2019 and 2018, the Company had 167,363 warrants outstanding, 4,809,168 and 5,086,668 options outstanding, respectively, 2,628,510 and 500,000 restricted stock units outstanding, respectively, and 2,839,546 and 2,614,031 shares of common stock issuable underlying the Company's convertible notes and convertible debentures, 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. |
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 Company's condensed consolidated statements of cash flows for the six months ended September 30 (in thousands): 2019 2018 Cash and cash equivalents $ 16,053 $ 14,064 Restricted cash 235 185 Total cash and cash equivalents and restricted cash $ 16,288 $ 14,249 |
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 September 30, 2019 and March 31, 2019, the Company had restricted cash of $0.2 million. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and 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. There were no impairment losses recorded on receivables for the three and six months ended September 30, 2019 and 2018. 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 nature of its subscription receivables. At September 30, 2019, the Company had two customers that made up 17%, and 51% of the total gross accounts receivable balance. At March 31, 2019, the Company had three customers that made up 10%, 26% and 36% of the total gross accounts receivable balance. The Company's accounts receivable at September 30, 2019 and March 31, 2019 is as follows (in thousands): September 30, March 31, 2019 2019 Accounts receivable, gross $ 3,847 $ 4,318 Less: Allowance for doubtful accounts (4 ) (4 ) Accounts receivable, net $ 3,843 $ 4,314 |
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. 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 six months ended September 30, 2019 and 2018, the Company capitalized $1.4 million and $1.4 million of internal use software, respectively. |
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 three and six months ended September 30, 2019 and 2018. |
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 Trademarks/Trade Names, 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 three and six months ended September 30, 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 and music streaming services, the Company will 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 In February 2016, the FASB issued ASU No. 2016-02, Leases Leases (Topic 842): Targeted Improvements The Company elected and applied the available transition practical expedients. By electing these practical expedients, the Company did: a. not reassess whether expired or existing contracts contain leases under the new definition of a lease; b. not reassess lease classification for expired or existing leases; and c. not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendments in this ASU align the implementation date for nonpublic entities' annual financial statements with the implementation date for their interim financial statements. In addition, the amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20; instead impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842: Leases. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments. The amendments in this ASU further clarify certain aspects of ASU No. 2016-13. For entities that have not yet adopted ASU No. 2016-13, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. The amendments in this ASU provide transition relief for ASU No. 2016-13 by providing an option to irrevocably elect the fair value option for certain financial assets measured at an amortized cost basis. For entities that have not yet adopted ASU No. 2016-13, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. 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 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) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | 2019 2018 Cash and cash equivalents $ 16,053 $ 14,064 Restricted cash 235 185 Total cash and cash equivalents and restricted cash $ 16,288 $ 14,249 |
Schedule of accounts receivable, net | September 30, March 31, 2019 2019 Accounts receivable, gross $ 3,847 $ 4,318 Less: Allowance for doubtful accounts (4 ) (4 ) Accounts receivable, net $ 3,843 $ 4,314 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenue Subscription services $ 8,985 $ 7,244 $ 17,550 $ 13,865 Advertising 598 724 1,274 1,528 Licensing - - 257 165 Total Revenue $ 9,583 $ 7,968 $ 19,081 $ 15,558 |
Schedule of contract liabilities balances | Contract Liabilities Balance as of March 31, 2019 $ 950 Revenue recognized that was included in the contract liability at beginning of period (950 ) Increase due to cash received, excluding amounts recognized as revenue during the period 855 Balance as of September 30, 2019 $ 855 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, March 31, 2019 2019 Property and equipment, net Production equipment $ 54 $ 54 Computer, machinery, and software equipment 1,432 573 Furniture and fixtures 23 23 Leasehold improvements 23 19 Capitalized internally developed software 3,490 3,070 Total property and equipment 5,022 3,739 Less accumulated depreciation and amortization (1,861 ) (1,019 ) Total property and equipment, net $ 3,161 $ 2,720 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Goodwill Balance as of March 31, 2019 $ 9,672 Acquisitions - Balance as of September 30, 2019 $ 9,672 |
Schedule of changes in carrying amount of indefinite-lived intangible assets | Tradenames Balance as of March 31, 2019 $ 4,637 Acquisitions - Impairment losses - Balance as of September 30, 2019 $ 4,637 |
Schedule of finite-lived intangible assets | Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 6,748 $ 12,532 Intellectual property (patents) 5,366 626 4,740 Customer relationships 6,570 4,697 1,873 Domain names 29 10 19 Total $ 31,245 $ 12,081 $ 19,164 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 |
Schedule of estimated future amortization expense | For Years Ending March 31, 2020 (remaining six months) $ 2,541 2021 4,744 2022 4,744 2023 3,648 2024 358 Thereafter 3,129 $ 19,164 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | September 30, March 31, 2019 2019 Accounts payable $ 17,902 $ 18,316 Accrued liabilities 3,799 2,519 Due to related parties 98 71 Lease liabilities, current 77 - $ 21,876 $ 20,906 |
Senior Secured Convertible De_2
Senior Secured Convertible Debentures (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Senior Secured Convertible Debentures [Abstract] | |
Schedule of senior secured convertible debentures | September 30, March 31, 2019 2019 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ 11,775 $ 13,101 Accrued interest - 142 Fair Value of Embedded Derivatives 392 586 Less: Discount (1,259 ) (1,434 ) Net 10,908 12,395 Less: Senior Secured Convertible Debentures, current 10,908 2,111 Senior Secured Convertible Debentures, long-term $ - $ 10,284 |
Unsecured Convertible Notes (Ta
Unsecured Convertible Notes (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of unsecured convertible notes payable | September 30, March 31, 2019 2019 Unsecured Convertible Notes - Related Party (A) 7.5% Unsecured Convertible Note - Due May 31, 2021 $ 3,985 $ 3,850 (B) 7.5% Unsecured Convertible Notes - Due May 31, 2021 1,002 967 Less: Discount (59 ) (76 ) Net 4,928 4,741 Less: Unsecured Convertible Note Payable - Related Party, current - - Unsecured Convertible Notes Payable - Related Party, long-term $ 4,928 $ 4,741 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | Operating leases September 30, Operating lease right-of-use assets $ 164 Total operating lease right-of-use assets 164 Operating lease liability, current $ 77 Operating lease liability, noncurrent 87 Total operating lease liabilities $ 164 |
Schedule of maturities of operating lease liabilities | For Years Ending March 31, 2020 (remaining six months) $ 47 2021 94 2022 47 Total lease payments 188 Less: imputed interest (24 ) Present value of operating lease liabilities $ 164 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of common stock issuances to employees | Number of Weighted- Non-vested as of March 31, 2019 15,278 $ 5.01 Granted - - Vested (15,278 ) 5.01 Forfeited or expired - - Non-vested as of September 30, 2019 - - |
Schedule of warrant activities | Number of Weighted Weighted- Balance outstanding, March 31, 2019 167,363 4.01 1.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, September 30, 2019 167,363 4.01 1.44 Exercisable, September 30, 2019 167,363 4.01 1.44 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial liabilities are measured at fair value on a recurring basis | September 30, 2019 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 392 $ - $ - $ 392 March 31, 2019 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 586 $ - $ - $ 586 |
Schedule of derivative instruments | Amount Balance as of March 31, 2019 $ 586 Total fair value adjustments reported in earnings (194 ) Balance as of September 30, 2019 $ 392 |
Schedule of fair value measurement option for financial assets or liabilities | September 30, 2019 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 16,053 $ 16,053 $ - $ - Restricted cash 235 235 - - Liabilities: Note payable 322 - - 322 Senior secured convertible debentures, net 10,516 - - 11,196 Unsecured convertible notes payable, net 4,928 - - 5,022 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 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | Feb. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 |
Organization and Basis of Presentation (Textual) | ||||||
Cash and cash equivalents | $ 16,053 | $ 16,053 | $ 13,704 | |||
Net loss | (10,619) | $ (10,325) | (21,585) | $ (21,093) | ||
Utilized cash in operating activities | (4,766) | $ (4,747) | ||||
Working capital deficiency | $ 14,700 | $ 14,700 | ||||
Stock splits, description | The Company sold 5,000,000 shares of its common stock to certain institutional investors for gross proceeds of $10.5 million. | |||||
Sale of equity, debt or other financial instruments | $ 150,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 |
Cash and cash equivalents | $ 16,053 | $ 13,704 | ||
Restricted cash | 235 | 235 | ||
Total cash and cash equivalents and restricted cash | 16,288 | $ 13,939 | $ 14,249 | $ 13,970 |
Cash and Cash Equivalents [Member] | ||||
Cash and cash equivalents | 16,053 | 14,064 | ||
Restricted cash | 235 | 185 | ||
Total cash and cash equivalents and restricted cash | $ 16,288 | $ 14,249 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Accounts receivable, gross | $ 3,847 | $ 4,318 |
Less: Allowance for doubtful accounts | (4) | (4) |
Accounts receivable, net | $ 3,843 | $ 4,314 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2019USD ($)Customers | Sep. 30, 2019USD ($)Customersshares | Sep. 30, 2018USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |||
Royalties due to artists | $ | $ 9,900 | $ 11,400 | |
Warrants outstanding | shares | 167,363 | ||
Stock options outstanding | shares | 4,809,168 | 5,086,668 | |
Common stock issuable for convertible notes payable | shares | 2,839,546 | 2,614,031 | |
Restricted cash | $ | $ 200 | ||
Amount insured by federal deposit insurance corporation | $ | $ 250 | ||
Number of customer | Customers | 3 | 2 | |
Capitalized internal use software, description | Straight-line basis over their three- to five-year estimated useful lives. | ||
Capitalized internal use software | $ | $ 1,400 | $ 1,400 | |
Buildings and Improvement [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Property and equipment estimated useful lives | 5 years | ||
Software [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Intangible assets finite useful lives | 5 years | ||
Domain Names [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Intangible assets finite useful lives | 5 years | ||
Intellectual Property [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Intangible assets finite useful lives | 15 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) | |||
Stock options outstanding | shares | 2,628,510 | 500,000 | |
Concentration risk, percentage | 10.00% | ||
Customer Two [Member] | Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk, percentage | 26.00% | 17.00% | |
Customer Three [Member] | Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Concentration risk, percentage | 36.00% | 51.00% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Subscription services | $ 8,985 | $ 7,244 | $ 17,550 | $ 13,865 |
Advertising | 598 | 724 | 1,274 | 1,528 |
Licensing | 257 | 165 | ||
Total Revenue | $ 9,583 | $ 7,968 | $ 19,081 | $ 15,558 |
Revenue (Details 1)
Revenue (Details 1) $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance as of March 31, 2019 | $ 950 |
Revenue recognized that was included in the contract liability at beginning of period | (950) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 855 |
Balance as of September 30, 2019 | $ 855 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,022 | $ 3,739 |
Less accumulated depreciation and amortization | (1,861) | (1,019) |
Total property and equipment, net | 3,161 | 2,720 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 54 | 54 |
Computer, machinery, and software equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,432 | 573 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23 | 23 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23 | 19 |
Capitalized internally developed software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,490 | $ 3,070 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 500 | $ 200 | $ 800 | $ 300 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Beginning Balance | $ 9,672 |
Ending Balance | 9,672 |
Goodwill [Member] | |
Beginning Balance | 9,672 |
Acquisitions | |
Ending Balance | $ 9,672 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - Trade Names [Member] $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Balance as of March 31, 2019 | $ 4,637 |
Acquisitions | |
Impairment losses | |
Balance as of September 30, 2019 | $ 4,637 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 31,245 | $ 31,245 |
Accumulated Amortization | 12,081 | 8,939 |
Net Carrying Value | 19,164 | 19,164 |
Software [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,280 | 19,280 |
Accumulated Amortization | 6,748 | 4,819 |
Net Carrying Value | 12,532 | 14,461 |
Intellectual property (patents) [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,366 | 5,366 |
Accumulated Amortization | 626 | 447 |
Net Carrying Value | 4,740 | 4,919 |
Customer relationships [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6,570 | 6,570 |
Accumulated Amortization | 4,697 | 3,665 |
Net Carrying Value | 1,873 | 2,905 |
Domain names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 29 | 29 |
Accumulated Amortization | 10 | 8 |
Net Carrying Value | $ 19 | $ 21 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
For Years Ended March 31, | ||
2020 (remaining nine months) | $ 2,541 | |
2021 | 4,744 | |
2022 | 4,744 | |
2023 | 3,648 | |
2024 | 358 | |
Thereafter | 3,129 | |
Total | $ 19,164 | $ 19,164 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets (Textual) | ||||
Amortization expense on its finite-lived intangible assets | $ 1,400 | $ 2,400 | $ 3,100 | $ 4,800 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 17,902 | $ 18,316 |
Accrued liabilities | 3,799 | 2,519 |
Due to related parties | 98 | 71 |
Lease liabilities, current | 77 | |
Accounts payable and accrued liabilities total | $ 21,876 | $ 20,906 |
Note Payable (Details)
Note Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2015 | Dec. 31, 2014 | |
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 | Sep. 30, 2019 | Mar. 31, 2019 |
Senior Secured Convertible Debentures [Abstract] | ||
Senior Secured Convertible Debentures | $ 11,775 | $ 13,101 |
Accrued interest | 142 | |
Fair Value of Embedded Derivatives | 392 | 586 |
Less: Discount | (1,259) | (1,434) |
Net | 10,908 | 12,395 |
Less: Senior Secured Convertible Debentures, current | 10,908 | 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 | Jun. 29, 2018 | Sep. 30, 2019 | Mar. 31, 2019 |
Senior Secured Convertible Debentures (Textual) | ||||
Outstanding principal balance of the Debentures | $ 11,800 | $ 13,200 | ||
Debt issuance costs against liability | 1,100 | |||
Accrued interest | 100 | $ 100 | ||
Additional debt discount | $ 200 | |||
Convertible debenture, description | The Company performed a fair value analysis using a binomial lattice calculation on both of the derivative instruments using the following assumptions: Coupon Rate: 12.75%, Term: 1.75 years, Volatility: 84.1%, Market Rate: 17.70% and Probability of Default: 32.76%. | |||
Coupon rate | 12.75% | |||
Expected term | 3 years | |||
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 | |||
Aggregate cash purchase price, description | (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 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. | |||
Change in fair value of the embedded conversion feature | $ 200 | |||
Issuance costs | $ 100 | |||
Secured Debt [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Coupon rate | 12.75% | 12.75% | ||
Expected term | 3 years | 2 years 2 months 30 days | ||
Volatility rate | 18.30% | |||
Market rate | 13.00% | |||
Probability of divesture | 5.00% | |||
Probability of default | 7.74% | 30.97% | ||
Risk free rate | 2.26% | |||
Recovery rate | 53.99% | |||
Fair value issuance | $ 600 | |||
Change in fair value of less than in fair value other income (expense) | $ 300 | |||
Monthly allowance, description | (iii) modified the definition of “Monthly Allowance” by increasing it from $170,000 to $221,000. | |||
Secured Debt [Member] | Maximum [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Discount rate | 17.66% | |||
Secured Debt [Member] | Minimum [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Discount rate | 17.47% | |||
Secured Debt One [Member] | ||||
Senior Secured Convertible Debentures (Textual) | ||||
Coupon rate | 12.75% | |||
Expected term | 1 year 9 months | |||
Volatility rate | 84.10% | |||
Market rate | 17.70% | |||
Probability of default | 32.76% | |||
Fair value issuance | $ 400 | |||
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. 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"). | An aggregate cash purchase price of $10.0 million, $10.64 million in aggregate principal amount, of its 12.75% Original Issue Discount Senior Secured Convertible Debentures due June 29, 2021 (the "June 2018 Debentures"). |
Unsecured Convertible Notes (De
Unsecured Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total Unsecured Convertible Notes, long term | $ 4,928 | $ 4,741 | |
Unsecured Convertible Notes Related Party One [Member] | |||
Debt Instrument [Line Items] | |||
Net | [1] | 3,985 | 3,850 |
Unsecured Convertible Notes Related Party Two [Member] | |||
Debt Instrument [Line Items] | |||
Net | [2] | 1,002 | 967 |
Unsecured Convertible Notes Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Less: Discount | (59) | (76) | |
Net | 4,928 | 4,741 | |
Less: Unsecured Convertible Note Payable - Related Party, current | |||
Unsecured Convertible Notes Payable - Related Party, long-term | $ 4,928 | $ 4,741 | |
[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 with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). At September 30, 2019, the balance due of $4.0 million which included no accrued interest, was outstanding under the first Trinad Note. At March 31, 2019, $3.8 million of principal, which included no accrued interest, was outstanding under the first Trinad Note. | ||
[2] | Between October 27, 2017 and December 18, 2017, the Company issued six 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 and were extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). For the three months ended September 30, 2019, the Company amortized $0.1 million of discount to interest expense, and the unamortized discount as of September 30, 2019 was $0.1 million. As of September 30, 2019, $0.5 million of accrued interest was added to the principal balance. |
Unsecured Convertible Notes (_2
Unsecured Convertible Notes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 30, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 18, 2017 | Feb. 21, 2017 | |
Unsecured Convertible Notes (Textual) | |||||||||
Unsecured convertible notes payable outstanding, description | 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. | ||||||||
Warrants to purchase of common stock | |||||||||
Accrued interest | $ 100 | $ 100 | |||||||
Unsecured Debt [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Total principal maturities of long-term borrowings for the year ended March 31,2020 | $ 300 | 300 | |||||||
Total principal maturities of long-term borrowings for the year ended March 31,2021 | 0 | 0 | |||||||
Total principal maturities of long-term borrowings for the year ended March 31,2022 | 16,800 | $ 16,800 | |||||||
Accrued interest | 3,800 | ||||||||
Unsecured convertible notes, description | (B) Between October 27, 2017 and December 18, 2017, the Company issued six 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 and were extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). For the three months ended September 30, 2019, the Company amortized less than $0.1 million of discount to interest expense, and the unamortized discount as of September 30, 2019 was $0.1 million. As of September 30, 2019, $0.1 million of accrued interest was added to the principal balance. | ||||||||
Unsecured Debt [Member] | First Trinad Note [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Accrued interest | $ 200 | ||||||||
Convertible Notes Payable A [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Principal amount | $ 3,600 | ||||||||
Convertible Notes Payable E [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Accrued interest | $ 4,000 | ||||||||
Convertible Notes Payable E [Member] | First Trinad Note [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Accrued interest | $ 4,000 | ||||||||
Convertible Notes Payable B [Member] | |||||||||
Unsecured Convertible Notes (Textual) | |||||||||
Principal amount | $ 900 | ||||||||
Interest rate payable, description | 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 all of the Trinad Notes as of March 31, 2018 of $0.3 million was paid. | ||||||||
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 with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019 and further extended to May 31, 2021 (as discussed below). At September 30, 2019, the balance due of $4.0 million which included no accrued interest, was outstanding under the first Trinad Note. At March 31, 2019, $3.8 million of principal, which included no accrued interest, was outstanding under the first Trinad Note. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Related Party Transactions (Textual) | ||
Due to related parties | $ 98 | $ 71 |
Leases (Details)
Leases (Details) - Leases [Member] $ in Thousands | Sep. 30, 2019USD ($) |
Operating lease right-of-use assets | $ 164 |
Total operating lease right-of-use assets | 164 |
Operating lease liability, current | 77 |
Operating lease liability, noncurrent | 87 |
Total operating lease liabilities | $ 164 |
Leases (Detail 1)
Leases (Detail 1) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2020 (remaining six months) | $ 47 |
2021 | 94 |
2022 | 47 |
Total lease payments | 188 |
Less: imputed interest | (24) |
Present value of operating lease liabilities | $ 164 |
Leases (Details Textual)
Leases (Details Textual) $ in Thousands | May 01, 2019USD ($) | Sep. 30, 2019USD ($)ft² | Sep. 30, 2019USD ($)ft² |
Leases (Textual) | |||
Lease agreement expires date | Mar. 31, 2022 | ||
Operating lease right-of-use assets | $ 200 | $ 200 | |
Operating lease, cost | $ 100 | $ 100 | |
Borrowing rate | 12.75% | 12.75% | |
Operating lease rental expenses, description | Rental expense for operating leases classified under ASC 840 for the three and six months ended September 30, 2018 was less than $0.1 million and was recorded within general and administrative expenses. | ||
Office space | ft² | 5,200 | 5,200 | |
Monthly rent | $ 20 | $ 38 | |
October 1, 2019 [Member | |||
Leases (Textual) | |||
Monthly rent | $ 14 |
Long-Term Liabilities (Details)
Long-Term Liabilities (Details) | 6 Months Ended |
Sep. 30, 2019 | |
Long-Term Liabilities (Textual) | |
Long term debt, description | Pursuant to these amendments, payment terms on $10.0 million of outstanding balances to the Music Partners were extended over periods between 11 and 24 months. Of the $10.0 million due, $6.1 million is recorded as current liabilities and $3.9 million is recorded as other long term liabilities. In addition, the Company issued one of the Music Partners $0.4 million in restricted shares of the Company's common stock, at a price of approximately $4.51 per share, as full payment of certain amounts due under such agreement. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | May 01, 2019 | Feb. 08, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | Apr. 10, 2018 |
Commitments and Contingencies (Textual) | ||||||
Lease expiration date | Mar. 31, 2022 | |||||
Contractual obligation for the fiscal year ended March 31, 2020 | $ 1,100 | |||||
Contractual obligation for the fiscal year ended March 31, 2021 | $ 1,000 | |||||
Description of settlement agreement | Pursuant to the terms of the settlement agreement, as a result of the note due to Manatt described above having not been paid as of September 30, 2019 and is currently being past due, on August 5, 2019, Manatt obtained a judgement in the Court of Chancery of the State of Delaware against the Company for the amount of $0.3 million, which represents principal and all accrued interest and unpaid on the note through July 5, 2019. The judgement amount will continue to accrue interest at the 6% applicable rate from July 6, 2019 through the date of the judgment's satisfaction in full. | |||||
Manatt Phelps & 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 | |||||
Joseph Schnaier [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Plaintiffs seeking damages | 26,700 | |||||
Ownership percentage | 90.00% | |||||
Third Parties [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Cash payment to landlord, per month | $ 20 | |||||
Legal settlement expenses | $ 0 | $ 1,000 | ||||
Acquisition Agreements [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Business acquisition, description | The Company has licenses, production and/or distribution agreements to pay future minimum guarantee commitments of $5.2 million, of which $1.4 million will be paid in the fiscal year ending March 31, 2020 and the remainder will be paid thereafter. 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 revenue share of 50% of net revenues; however, without a requirement to make future minimum guarantee commitment payments irrespective to the execution and results of the planned events. | |||||
Prepaid minimum guarantees | $ 200 | |||||
Employment Agreements [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Prepaid minimum guarantees | $ 1,250 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 6 Months Ended |
Sep. 30, 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 $0.1 million to the 401(k) Plan for each of the three and six months ended September 30, 2019 and 2018, respectively. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Restricted Stock [Member] | 6 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Shares | |
Non-vested Number of Shares | shares | 15,278 |
Number of Shares, Granted | shares | |
Number of Shares, Vested | shares | (15,278) |
Number of Shares, Forfeited or expired | shares | |
Non-vested Number of Shares | shares | |
Weighted- Average Grant Date Fair Value per Share | |
Non-vested Weighted- Average Grant Date Fair Value per Share | $ / shares | $ 5.01 |
Weighted- Average Grant Date Fair Value per Share, Granted | $ / shares | |
Weighted- Average Grant Date Fair Value per Share, Vested | $ / shares | 5.01 |
Weighted- Average Grant Date Fair Value per Share, Forfeited or expired | $ / shares | |
Non-vested Weighted- Average Grant Date Fair Value per Share | $ / shares |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] | 6 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Warrants | |
Balance outstanding, Beginning | shares | 167,363 |
Granted | shares | |
Exercised | shares | |
Forfeited/expired | shares | |
Balance outstanding, Ending | shares | 167,363 |
Exercisable, Ending | shares | 167,363 |
Weighted Average Exercise Price | |
Balance outstanding, Beginning | $ / shares | $ 4.01 |
Granted | $ / shares | |
Exercised | $ / shares | |
Forfeited/expired | $ / shares | |
Balance outstanding, Ending | $ / shares | 4.01 |
Exercisable, Ending | $ / shares | $ 4.01 |
Weighted-Average Remaining Contractual Term (in years) | |
Balance outstanding, Beginning | 1 year 11 months 8 days |
Balance outstanding, Ending | 1 year 5 months 9 days |
Exercisable, Ending | 1 year 5 months 9 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 25, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | ||||||
Intrinsic value of warrants outstanding and exercisable | $ 0 | $ 0 | ||||
Common stock issued for convertible notes, value | $ 53 | $ 1,181 | ||||
Common stock issued for convertible notes | ||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Accounts Payable and accrued liabilities | $ 300 | $ 300 | ||||
Securities Purchase Agreements [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Description of common stock offering | The Company agreed to sell a total of 5,000,000 shares of the Company’s common stock at a price per share of $2.10. The gross proceeds to the Company were $10.5 million.. The net proceeds of the Offering to the Company was $9.6 million, after deducting placement agent fees and other offering expenses totaling $0.9 million paid by the Company. | |||||
Sale of stock issued by shares | 5,000,000 | |||||
Sale of stock price per share | $ 2.10 | |||||
Net proceeds from offering cost | $ 9,600 | |||||
Other offering expenses | 900 | |||||
Gross proceeds from common stock | $ 10,500 | |||||
Consultants [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Common restricted stock issued for services, value | $ 2,500 | $ 1,200 | ||||
Common restricted stock issued for services, shares | 559,586 | 143,523 | ||||
Expense related to restricted stock issuances | 200 | $ 500 | $ 400 | $ 700 | ||
Unrecognized compensation cost | 500 | 500 | ||||
Employees [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Expense related to restricted stock issuances | $ 200 | $ 300 | ||||
Stock issuances to employees | $ 100 | $ 100 |
Business Segment and Geograph_2
Business Segment and Geographic Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Segment and Geographic Reporting (Textual) | ||||
Total revenues | $ 9,583 | $ 7,968 | $ 19,081 | $ 15,558 |
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 | $ 5,600 | $ 2,900 | $ 10,600 | $ 5,100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
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 | 392 | 586 |
Fair Value [Member] | ||
Liabilities: | ||
Bifurcated embedded derivative on senior secured convertible debentures | $ 392 | $ 586 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Fair Value [Member] $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Balance as of March 31, 2019 | $ 586 |
Total fair value adjustments reported in earnings | (194) |
Balance as of September 30, 2019 | $ 392 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Assets: | ||
Cash and cash equivalents | $ 16,053 | $ 13,704 |
Restricted cash | 235 | 235 |
Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 16,053 | 13,704 |
Restricted cash | 235 | 235 |
Liabilities: | ||
Note payable | ||
Senior secured convertible debentures, net | ||
Unsecured convertible notes payable, net | ||
Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Liabilities: | ||
Note payable | ||
Senior secured convertible debentures, net | ||
Unsecured convertible notes payable, net | ||
Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Liabilities: | ||
Note payable | 322 | 312 |
Senior secured convertible debentures, net | 11,196 | 13,737 |
Unsecured convertible notes payable, net | 5,022 | 8,844 |
Carrying Value [Member] | ||
Assets: | ||
Cash and cash equivalents | 16,053 | 13,704 |
Restricted cash | 235 | 235 |
Liabilities: | ||
Note payable | 322 | 312 |
Senior secured convertible debentures, net | 10,516 | 11,809 |
Unsecured convertible notes payable, net | $ 4,928 | $ 4,741 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Fair Value Measurements (Textual) | ||
Fair value of bifurcated derivatives through other income (expense) | $ 200 | $ 400 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 20, 2019shares | |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Common restricted stock issued for services, shares | 60,900 |