Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jul. 09, 2021 | Sep. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | LiveXLive Media, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 77,553,472 | ||
Entity Public Float | $ 157,000,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001491419 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38249 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 18,635 | $ 5,702 |
Restricted cash | 135 | 6,735 |
Accounts receivable, net | 10,567 | 3,889 |
Inventories | 2,568 | |
Prepaid expense and other assets | 3,366 | 1,396 |
Total Current Assets | 35,271 | 17,722 |
Property and equipment, net | 4,367 | 3,397 |
Goodwill | 22,619 | 9,672 |
Intangible assets, net | 22,468 | 23,198 |
Other assets | 1,044 | 127 |
Total Assets | 85,769 | 54,116 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 32,646 | 30,723 |
Accrued royalties | 12,349 | 13,071 |
Note payable | 2,729 | 331 |
Deferred revenue | 1,262 | 949 |
Senior secured convertible debentures, net | 2,720 | |
Unsecured convertible notes, net | 1,976 | |
Total Current Liabilities | 50,962 | 47,794 |
Senior secured convertible debentures, net | 6,505 | |
Senior secured convertible notes, net | 13,047 | |
Unsecured convertible notes, net | 5,501 | 6,794 |
Notes payable, net | 885 | |
Lease liabilities, noncurrent | 742 | 45 |
Due to Music Partner | 3,937 | |
Other long-term liabilities | 2,422 | |
Deferred income taxes | 137 | 108 |
Total Liabilities | 77,633 | 61,246 |
Commitments and Contingencies (Note 15) | ||
Stockholders’ Equity (Deficit) | ||
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; 76,807,898 and 58,984,382 shares issued and outstanding, respectively | 77 | 59 |
Additional paid in capital | 178,000 | 120,932 |
Accumulated deficit | (169,941) | (128,121) |
Total stockholders’ equity (deficit) | 8,136 | (7,130) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 85,769 | $ 54,116 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 76,807,898 | 58,984,382 |
Common stock, outstanding | 76,807,898 | 58,984,382 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue: | $ 65,230 | $ 38,659 |
Operating expenses: | ||
Cost of sales | 48,987 | 32,786 |
Sales and marketing | 9,517 | 6,255 |
Product development | 9,680 | 10,767 |
General and administrative | 20,831 | 19,120 |
Amortization of intangible assets | 5,585 | 5,726 |
Total operating expenses | 94,600 | 74,654 |
Loss from operations | (29,370) | (35,995) |
Other expense: | ||
Interest expense, net | (5,303) | (3,738) |
Loss on extinguishment of debt | (5,180) | |
Other expense | (2,312) | 614 |
Total other expense, net | (12,795) | (3,124) |
Loss before income tax benefit | (42,165) | (39,119) |
Income tax benefit | (345) | (192) |
Net loss | $ (41,820) | $ (38,927) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.61) | $ (0.69) |
Weighted average common shares – basic and diluted (in Shares) | 69,040,055 | 56,206,107 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2019 | $ 52 | $ 98,605 | $ (89,194) | $ 9,463 |
Balance (in Shares) at Mar. 31, 2019 | 52,275,236 | |||
Shares issued to vendors | $ 2 | 4,668 | 4,670 | |
Shares issued to vendors (in Shares) | 1,709,146 | |||
Stock-based compensation | 7,982 | 7,982 | ||
Interest paid in kind | 29 | 29 | ||
Shares issued in the public offering, net of cost | $ 5 | 9,518 | 9,523 | |
Shares issued in the public offering, net of cost (in Shares) | 5,000,000 | |||
Conversion feature recorded as debt discount | 130 | 130 | ||
Net loss | (38,927) | (38,927) | ||
Balance at Mar. 31, 2020 | $ 59 | 120,932 | (128,121) | (7,130) |
Balance (in Shares) at Mar. 31, 2020 | 58,984,382 | |||
Shares issued to vendors | $ 3 | 8,816 | 8,819 | |
Shares issued to vendors (in Shares) | 2,782,116 | |||
Stock-based compensation | $ 1 | 11,110 | 11,111 | |
Stock-based compensation (in Shares) | 1,279,210 | |||
Interest paid in kind | 33 | 33 | ||
Shares issued in offering, net of cost | $ 2 | 7,329 | 7,331 | |
Shares issued in offering, net of cost (in Shares) | 1,820,000 | |||
Shares issued in connection with PodcastOne acquisition | $ 6 | 14,985 | 14,991 | |
Shares issued in connection with PodcastOne acquisition (in Shares) | 5,566,885 | |||
Shares issued in connection with CPS acquisition | $ 2 | 6,702 | 6,704 | |
Shares issued in connection with CPS acquisition (in Shares) | 2,230,769 | |||
Shares issued in connection with Senior Secured Convertible Notes and Unsecured Convertible Notes | $ 1 | 1,860 | 1,861 | |
Shares issued in connection with Senior Secured Convertible Notes and Unsecured Convertible Notes (in Shares) | 1,080,000 | |||
Unsecured Convertible Note Premium | 3,677 | 3,677 | ||
Shares issued pursuant to restricted stock units | $ 2 | (2) | ||
Shares issued pursuant to restricted stock units (in Shares) | 2,410,286 | |||
Shares issued pursuant to stock options | $ 1 | 2,558 | 2,559 | |
Shares issued pursuant to stock options (in Shares) | 654,250 | |||
Net loss | (41,820) | (41,820) | ||
Balance at Mar. 31, 2021 | $ 77 | $ 178,000 | $ (169,941) | $ 8,136 |
Balance (in Shares) at Mar. 31, 2021 | 76,807,898 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (41,820) | $ (38,927) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,770 | 8,020 |
Interest paid in kind | 33 | 29 |
Stock-based compensation | 11,282 | 12,027 |
Change in fair value of bifurcated embedded derivatives | (977) | 14 |
Amortization of debt discount | 1,433 | 824 |
Deferred income taxes | (359) | (103) |
Change in fair value of contingent consideration liability | 2,174 | |
Loss on extinguishment of debt | 5,180 | |
Gain on bargain purchase | (511) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,426 | 525 |
Prepaid expenses and other current assets | (1,288) | 50 |
Inventories | 32 | |
Deferred revenue | 278 | (1) |
Accounts payable and accrued liabilities | 2,328 | 13,159 |
Net cash used in operating activities | (9,508) | (4,894) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (3,209) | (2,575) |
Cash acquired in acquisition of PodcastOne | 1,286 | |
Cash acquired in acquisition of CPS | 1,132 | |
Cash acquired in acquisition of React Presents | 138 | |
Net cash used in investing activities | (791) | (2,437) |
Cash Flows from Financing Activities: | ||
Repayment of senior secured convertible debentures payable | (10,823) | (2,984) |
Proceeds from senior secured convertible notes and issuance of shares of common stock | 15,000 | |
Proceeds from notes payable | 2,742 | |
Debt issuance costs | (190) | |
Proceeds from issuance of shares of common stock | 7,534 | 9,523 |
Proceeds from exercise of stock options | 2,559 | |
Payments on capital lease liability | (190) | |
Senior secured convertible debenture amendment costs | (710) | |
Net cash provided by financing activities | 16,632 | 5,829 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 6,333 | (1,502) |
Cash, cash equivalents and restricted cash, beginning of period | 12,437 | 13,939 |
Cash, cash equivalents and restricted cash, end of period | 18,770 | 12,437 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 17 | |
Cash paid for interest | 969 | 1,517 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion features recorded as debt discount | 130 | |
Fair value of 1,080,000 shares issued in connection with Senior Secured Convertible Notes and Unsecured Convertible Notes | 1,861 | |
Fair value of options issued to employees, capitalized as internally-developed software | 241 | 378 |
Fair value of 5,566,885 shares of common stock issued in connection with PodcastOne acquisition | 14,991 | |
Fair value of 2,230,769 shares of common stock issued in connection with CPS acquisition | 6,391 | |
Non-cash settlement for issuable or prepaid shares | 283 | |
2,782,116 shares of common stock issued to consultant and vendors to settle accounts payable | 8,816 | |
Common stock issued to senior secured convertible debenture holders | 560 | |
Fair value of promissory note issued in React Presents acquisition | $ 1,541 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) | 12 Months Ended |
Mar. 31, 2021shares | |
Fair value of shares issued | 1,080,000 |
Issuance of shares consultants and vendors to settle accounts payable | 2,782,116 |
PodcastOne acquisition | |
Common stock, shares | 5,566,885 |
CPS acquisition | |
Common stock, shares | 2,230,769 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [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 platform for livestream and on-demand audio, video and podcast content in music, comedy and pop culture. The Company was reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp (“Loton”) with and into LiveXLive, Loton’s wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive being the surviving entity. In addition, on December 29, 2017, LiveXLive acquired Slacker, Inc. (“Slacker”), an Internet music and radio streaming service incorporated in the state of Delaware, and it became a wholly owned subsidiary of LiveXLive. On February 5, 2020, LiveXLive’s wholly owned subsidiary, LiveXLive Events, LLC (“LiveXLive Events”), acquired (i) React Presents, LLC a Delaware limited liability company (“React Presents”), and it became a wholly owned subsidiary of LiveXLive Events, and (ii) indirectly Spring Awakening, LLC, which is a wholly owned subsidiary of React Presents, a producer, promoter and manager of in person live music festivals and events. On July 1, 2020, the Company through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired 100% of the issued and outstanding equity interests of Courtside Group, Inc. (dba PodcastOne) (“PodcastOne”) (see Note 4 – Business Combinations). On December 22, 2020, the Company through its wholly owned subsidiary LiveXLive Merchandising, Inc., acquired 100% of the issued and outstanding equity interests of Custom Personalization Solutions, Inc. (“CPS”). (see Note 4 – Business Combinations). Basis of Presentation The presented financial information for the fiscal year ended March 31, 2021 includes the financial information and activities of LiveXLive and React Presents for the full year and PodcastOne and CPS from the effective date of their acquisitions. Certain reclassifications have been made to prior-year amounts to conform to the current period presentation. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. See the Company’s accounting policy “ Business Combinations” Going Concern and Liquidity The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company’s principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $18.8 million as of March 31, 2021). As reflected in its consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $41.8 million, and utilized cash of $9.5 million in operating activities for the year ended March 31, 2021, and had a working capital deficiency of $15.7 million as of March 31, 2021. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are filed. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to execute its growth strategy and on its ability to raise additional funds. The Company filed a universal shelf Registration Statement 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, of which $121.5 million is remaining. The continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for its services, and may negatively impact its ability to retain key personnel. During the year ended March 31, 2021, the Company sold 1,820,000 shares of its common stock to certain institutional investors for gross proceeds of $7.5 million. 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets creating increasing volatility and overall uncertainty. The Company began to experience modest adverse impacts of the COVID-19 pandemic in the fourth quarter of fiscal year ended March 31, 2020 and became more adverse throughout the fiscal year ended March 31, 2021. Although the impact has subsided, the Company expects to continue experiencing modest adverse impacts throughout the fiscal year ending March 31, 2022. The Company’s event and programmatic advertising revenues were directly impacted throughout the 2021 fiscal year with all on-premise in-person live music festivals and events postponed and mixed demand from historical advertising partners. Further, one of the Company’s larger customers also experienced a temporary halt to its production as a result of COVID-19, which negatively impacted the Company’s near-term subscriber growth in the 2021 fiscal year. During the fiscal year ended March 31, 2021, the Company enacted several initiatives to counteract these near-term challenges, including salary reductions, obtaining a Paycheck Protection Program loan (see Note 8 - Notes Payable) and pivoting its live music production to 100% digital. The Company began producing, curating, and broadcasting digital music festivals and events across its platform which has resulted in the growth in the number of live events streamed, related sponsorship revenue and overall viewership. The Company also launched a new pay-per-view (“PPV) offering in May 2020, enabling new forms of artist revenue including digital tickets, tipping, digital meet and greet and merchandise sales. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the Company’s results of operations, financial position and liquidity. On March 27, 2020, the CARES Act was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and does not anticipate the associated impacts, if any, will have a material effect on its provision for income taxes. On December 29, 2020 the Consolidated Appropriations Act (“CAA”) was enacted in the United States. The CAA provides numerous tax provisions and most notably for the Company changes the tax treatment of those expenses paid for with a PPP loan from non-deductible to deductible. The Company is in the process of evaluating the provisions of the CAA including second draw Paycheck Protection Program loans and potential eligibility for Employee Retention Credits and does not anticipate the other provisions included will have a material impact on its provision for income taxes. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, inventory calculations and reserves, 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. Given the overall uncertainty surrounding the COVID-19 pandemic, there is a reasonable possibility that actual results could differ from those estimates and such differences could be material to the financial position and results of operations, specifically in assessing when the collectability of revenue related consideration is probable, and the impairment assessment of goodwill, indefinite lived assets or long-lived assets that are depreciated or amortized. 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 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 and is evaluated on a transaction by transaction basis. 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, sponsorship, and merchandising streams and may act as principal or agent for its ticketing/live events, advertising and licensing revenue streams. The Company’s revenue is principally derived from the following services: Subscription Services Subscription services revenue substantially consist of monthly to annual recurring subscription fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring subscription fees collected in advance and recognizes them in the period earned. Subscription revenue is recognized in the period of services rendered. The Company’s subscription revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes subscription revenue straight-line through the subscription period. Subscription Services consist of: Direct subscriber, mobile service provider and mobile app services The Company generates revenue for subscription services on both a direct basis and through subscriptions sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For subscriptions sold through the Mobile Providers, the subscriber executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the subscriber upon purchase of the subscription. The Mobile Providers promote the Slacker app through their e-store, process payments for subscriptions, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the subscriber is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the subscriber. Subscription revenues from monthly subscriptions sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the subscription is sold on a direct basis or through Mobile Providers. Subscriptions sold on a direct basis require payment before the services are delivered to the customer. The payment terms for subscriptions sold through Mobile Providers vary, but are generally payable within 30 days. Third-Party Original Equipment Manufacturers The Company generates revenue for subscription services through subscriptions sold through a third-party Original Equipment Manufacturer (the “OEM”). For subscriptions sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the subscription. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid subscription. 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. 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. Additionally, following the acquisition of PodcastOne, the Company began deriving revenue from podcast advertising. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions. From time to time we enter into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized based on delivery of impressions and in the same manner as described above. Services received are charged to expense when received or utilized. If services are received prior to the delivery of impressions, a liability is recorded. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Total revenues related to barter transactions were $3.5 million for the year ended March 31, 2021. We did not enter into any barter transactions during the year ended March 31, 2020. Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream its live music services. 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. Sponsorship Revenue Sponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach our customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions. Merchandising Revenue Revenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the consolidated statements of operations. The Company's customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2021 was less than $0.1 million. Ticket/Event Revenue Ticket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under one of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits. Revenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor. Revenue from our ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online pay-per-view (“PPV”) tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, we allocate the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is not readily determinable, it is estimated using observable inputs including an adjusted market based approach, expected cost plus margin, or the residual approach. Cost of Sales Cost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company’s customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of March 31, 2021, and 2020, the Company accrued $12.3 million and $13.1 million of royalties, respectively, due to artists from use of Slacker’s radio services. Cost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions. Cost of sales for the Company’s merchandising revenue includes purchase costs and related direct costs. Direct costs include all costs for personalization, production, planning, quality control, fulfillment and inbound freight. Sales and Marketing Sales and Marketing include the direct and indirect costs related to the Company’s product and event advertising and marketing. Additionally, sales and marketing include merchandising advertising and royalty costs. 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. Compensation expense resulting from granted restricted stock units and restricted stock awards is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”). Forfeitures are recognized as incurred. Stock option awards issued to non-employees are accounted for at grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company’s Statements of Operations in the period that includes the enactment date. Net Income (Loss) Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes would be excluded from the diluted earnings per share calculation because their effect is anti-dilutive. At March 31, 2021 and 2020, the Company had 0 and 167,363 warrants outstanding, 3,946,584 and 4,428,334 options outstanding, respectively, 4,512,916 and 4,530,705 restricted stock units outstanding, respectively, 0 and 24,675 restricted stock awards outstanding, respectively, and 5,723,685 and 4,206,437 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, estimates of terminal values, and royalty rates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 (in thousands): 2021 2020 Cash and cash equivalents $ 18,635 $ 5,702 Restricted cash 135 6,735 Total cash and cash equivalents and restricted cash $ 18,770 $ 12,437 Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of March 31, 2021 and 2020, the Company had restricted cash of $0.1 million and $6.7 million, respectively. The decrease in restricted cash as of March 31, 2021 as compared to March 31, 2020, was a result of the repayment of the senior secured convertible debentures in August 2020 (see Note 9 –Senior Secured Convertible Debentures). Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its subscription receivables. At March 31, 2021, the Company had two customers that made up 21% and 15% of the total accounts receivable balance. At March 31, 2020, the Company had two customers that made up 22% and 57% of the total accounts receivable balance. The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 (in thousands): 2021 2020 Accounts receivable $ 10,679 $ 4,109 Less: Allowance for doubtful accounts 112 220 Accounts receivable, net $ 10,567 $ 3,889 Inventories Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value. Inventories are relieved on a first-in, first-out basis. The carrying value of inventories is reduced for any excess and obsolete inventory. Excess and obsolete reductions are determined based on currently available information, including the likely method of disposition, such as through sales to individual customers and liquidations, and the age of inventory. 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 years ended March 31, 2021 and 2020, the Company capitalized $3.4 million and $2.8 million of internal use software, respectively. Goodwill and Indefinite-Lived Assets 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 and is carried at cost. Acquired trademarks and trade names are assessed as indefinite lived assets if there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are not amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at January 1 of each year. Our annual goodwill impairment test is performed at the reporting unit level. As of March 31, 2021 and 2020, our single reporting unit is the same as our operating segment, as described in Note 19. We generally test goodwill for possible impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting unit is determined using a market approach based on quoted prices in active markets. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Based on our annual impairment assessment, no impairments of goodwill were identified in the fiscal years ended March 31, 2021 and 2020. Estimations and assumptions regarding, future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used. We test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is not performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Based on our annual impairment assessment, no impairments of acquired trademarks and trade names were identified in the fiscal years ended March 31, 2021 and 2020. Intangible Assets with Finite Useful Lives The Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements 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, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 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 o |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3 — Revenue The following table represents a disaggregation of revenue from contracts with customers for the years ended March 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 Revenue Subscription services $ 33,577 $ 35,904 Advertising 20,779 2,167 Merchandising 5,168 - Sponsorship and Licensing 3,878 301 Ticket/Event 1,828 287 Total Revenue $ 65,230 $ 38,659 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 practical expedient 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. For the years ended March 31, 2021 and 2020, one customer accounted for 36% and 60% of our consolidated revenues, respectively. The following table summarizes the significant changes in contract liabilities balances during the years ended March 31, 2021 and 2020 (in thousands): Contract Liabilities Balance as of April 1, 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 949 Balance as of March 31, 2020 949 Revenue recognized that was included in the contract liability at beginning of period (949 ) Increase due to cash received, excluding amounts recognized as revenue during the period 1,262 Balance as of March 31, 2021 $ 1,262 |
Business Combinations
Business Combinations | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4 — Business Combinations PodcastOne On July 1, 2020, the Company’s wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired 100% of the equity interests of PodcastOne for net consideration of $16.1 million consisting of 5,363,636 shares of the Company’s common stock with a fair value of $14.6 million net of a 24% discount for lack of marketability described below, contingent consideration with a fair value of $1.1 million and an additional true-up of 203,249 shares during the third quarter of fiscal 2021 valued at $0.4 million, net of a 24% discount for lack of marketability described below, that was issued as part of the final purchase price consideration Fair Value of Consideration Transferred: Common stock $ 14,991 Contingent consideration 1,100 Total $ 16,091 If, during the period commencing after May 7, 2020 and ending on July 1, 2022, for five consecutive trading days the closing market price of the Company’s common stock exceeds $5.00 per share, an additional aggregate payment of $3.0 million in cash shall be paid to the sellers of PodcastOne in accordance with their respective pro rata percentage within five business days of the second anniversary of the closing date (July 1, 2022). The fair value of this contingent consideration liability on the closing date of July 1, 2020 was estimated at $1.1 million using a Monte Carlo simulation and the significant unobservable input included a credit yield of 21.9%. During March 2021, the closing price of the Company’s common stock exceeded $5.00 per share for the requisite five consecutive days. The Company recorded a $1.3 million charge to Other income (expense) in the Consolidated Statement of Operations. The contingent consideration liability of $2.4 million is classified within Other Long-term Liabilities in the accompanying Consolidated Balance Sheet at March 31, 2021 (see Note 14 – Other Long-term Liabilities). Goodwill resulted from acquisition as it is intended to augment and diversify the Company’s single reportable segment. The Company accounted for the acquisition as a business combination. As a result of the acquisition of the stock of PodcastOne, the goodwill is not deductible for tax purposes. The following table summarizes the fair value of the assets assumed in the PodcastOne acquisition (in thousands): Asset Type Weighted Fair Value Cash and cash equivalents $ 1,286 Accounts receivable 3,951 Prepaid expense and other assets 316 Property and equipment 119 Content creator relationships 1.6 772 Trade name 10 1,010 Goodwill 12,042 Accounts payable and accrued liabilities (2,934 ) Deferred tax asset 972 Allowance for deferred tax asset (972 ) Note payable (471 ) Net assets acquired $ 16,091 The fair value of the assets acquired includes accounts receivable of $4.0 million. The gross amount due under contracts is $4.2 million, of which $0.2 million is expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of PodcastOne. CPS On December 22, 2020, the Company’s wholly owned subsidiary, LiveXLive Merchandising, Inc., acquired 100% of the equity interests of CPS for total consideration of 2,230,769 shares of the Company’s restricted common stock with a fair value of $6.4 million net of a 25% discount for lack of marketability described below. The shares of the Company’s common stock issued to the sellers are subject to a twelve-month lock-up period from the closing date, such that no such shares can be sold, transferred, assigned, hypothecated, or in any way disposed of, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise prior to the expiration of such period. The Company agreed to also issue up to approximately 577,000 additional shares of its restricted common stock, classified as contingent consideration, if CPS reports GAAP revenue of $20.0 million and $1.0 million of EBITDA (as defined in the purchase agreement) for its fiscal year ended December 31, 2020. Based on their likelihood of achievement, the number of shares reflect management’s current estimate and were valued at $1.7 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability. The contingent consideration liability at March 31, 2021 of $2.5 million is included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. The Company recorded a $0.9 million charge to Other income (expense) in the Consolidated Statement of Operations. The Company further agreed to issue up to approximately 110,000 additional shares of its restricted common stock to the extent CPS’ final working capital as determined by the parties exceeds $4.0 million. These number of shares reflect management’s current estimate based on achievement. These additional shares were valued at $0.3 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability. This amount is included in additional paid in capital on the March 31, 2021 Consolidated Balance Sheet. Amounts recorded as consideration for the shares to be issued are provisional and subject to change. Fair Value of Consideration Transferred: Common stock $ 6,391 Additional paid-in capital – common stock to be issued 313 Contingent consideration 1,654 Total $ 8,358 Goodwill resulted from acquisition as it is intended to augment and diversify the Company’s single reportable segment. The Company accounted for the acquisition as a business combination. As a result of the acquisition of the stock of CPS, the goodwill is not deductible for tax purposes. The initial accounting for the CPS acquisition is incomplete and subject to change, which may be significant. The Company recorded provisional amounts and may allocate additional value to identified intangible assets and inventory. The following table summarizes the fair value of the assets assumed in the CPS acquisition (in thousands): Asset Type Weighted Fair Value Cash and cash equivalents $ 1,132 Accounts receivable 6,153 Inventories 2,600 Prepaid expense 29 Property and equipment 585 Wholesale relationship 6 2,500 Domain name 10 400 Customer list 5 172 Goodwill 905 Other assets 53 Right of use asset 1,086 Lease liability (1,086 ) Accounts payable (5,067 ) Deferred tax liability (388 ) Other liabilities (716 ) Net assets acquired $ 8,358 The fair value of the assets acquired includes accounts receivable of $6.2 million. The gross amount due under contracts is $6.5 million, of which $0.4 million is expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of CPS. The Company recorded a tax benefit of $0.4 million for the release of valuation allowance on the Company’s net operating losses to support acquired deferred tax liabilities. The Company is required to establish a deferred tax liability for book tax basis differences of acquired assets and liabilities which would result in the utilization of available net operating losses. The decrease in valuation allowance resulted in a tax benefit of $0.4 million which was recorded in the Company’s Consolidated Statement of Operations for fiscal year ended March 31, 2021. Revenue of $19.7 million and $5.2 million and net loss of $2.9 million and $0.3 million was included in the Company’s Consolidated Statements of Operations from the date of acquisition for the fiscal year ended March 31, 2021 for PodcastOne and CPS, respectively. The Company incurred less than $0.1 million in transaction costs associated with the PodcastOne and CPS acquisitions, respectively, which were expensed and included in General and Administrative in the Consolidated Statement of Operations for fiscal year ended March 31, 2021. Fiscal 2020 Transaction React Presents On February 5, 2020, the Company’s wholly owned subsidiary, LiveXLive Events, acquired React Presents and indirectly Spring Awakening, LLC, which is a wholly owned subsidiary of React Presents, for net consideration of $1.5 million consisting of (i) a $2 million convertible note payable with a fair value of $1.5 million and (ii) the assumption of React Presents’ liabilities of $0.2 million resulting in a pre-tax bargain purchase gain of $0.5 million. The acquisition is intended to augment and diversify the Company’s music operating segment. The Company accounted for the acquisition as a business combination. As the fair value of the net assets acquired were in excess of the consideration, a deferred tax liability was recorded and reduced the gain to $0.4 million. The following table summarizes the fair value of the assets assumed in the React Presents acquisition (in thousands): Asset Type Fair Value Cash $ 138 Accounts receivable 101 Prepaid expense and other assets 37 Property and equipment 17 Brands names 1,500 Non-compete agreement 250 Fan database 230 Accounts payable and accrued liabilities (221 ) Deferred tax liability (107 ) Gain on bargain purchase, net of tax (404 ) Net assets acquired $ 1,541 The amount of revenue for React Presents included in the Company’s consolidated statements of operations for the year ended March 31, 2020 was $0.3 million. The net loss for React Presents included in the Company’s consolidated statements of operations for the year ended March 31, 2020 was $0.6 million. The Company incurred less than $0.1 million in transaction costs associated with the React Presents acquisition. Supplemental Pro Forma Information (Unaudited) The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the acquisitions had they taken place at the beginning of the fiscal years ended March 31, 2021 and 2020, respectively. The following table presents the revenues, net loss and earnings per share of the combined company for the years ended March 31, 2021 and 2020 as if the acquisition of CPS had been completed on April 1, 2019 (in thousands, except per share data). Year Ended March 31, 2021 2020 Revenues $ 83,050 $ 57,823 Net loss (41,801 ) (42,025 ) Net loss per share – basic and diluted $ (0.61 ) $ (0.72 ) The following table presents the revenues, net loss and earnings per share of the combined company for the years ended March 31, 2021 and 2020 as if the acquisition of PodcastOne had been completed on April 1, 2019 (in thousands, except per share data). Year Ended March 31, 2021 2020 Revenues $ 69,953 $ 63,985 Net loss (42,656 ) (40,398 ) Net loss per share – basic and diluted (0.62 ) $ (0.65 ) The following table presents the revenues, net loss and earnings per share of the combined company for the year ended March 31, 2020 as if the acquisition of React Presents had been completed on April 1, 2019 (in thousands, except per share data). Year Ended 2020 Revenues $ 52,727 Net loss (42,476 ) Net loss per share – basic and diluted (0.76 ) The Company’s unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflect amortization of intangible assets as a result of the acquisition. The pro forma results are not necessarily indicative of the results that would have been realized had the acquisitions been consummated as of the beginning of the periods presented. The pro forma amounts include the historical operating results of the Company, with adjustments directly attributable to the acquisition which included amortization of acquired intangible assets of $1.7 million and $2.4 million in the year ended March 31, 2021 and 2020, respectively and transaction costs of $0.2 million included in the year ended March 31, 2020. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment The Company’s property and equipment at March 31, 2021 and 2020 was as follows (in thousands): As of March 31, 2021 2020 Property and equipment, net Computer, machinery, and software equipment 5,277 4,793 Furniture and fixtures 141 127 Leasehold improvements 531 316 Capitalized internally developed software 10,154 6,718 Total property and equipment 16,103 11,954 Less accumulated depreciation and amortization (11,736 ) (8,557 ) Total property and equipment, net $ 4,367 $ 3,397 Depreciation and amortization expense was $3.2 million and $2.1 million for the years ended March 31, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 — Goodwill and Intangible Assets Goodwill The Company currently has one reporting unit. The following table presents the changes in the carrying amount of goodwill for the years ended March 31, 2021 and 2020 (in thousands): Goodwill Balance as of April 1, 2019 $ 9,672 Acquisitions - Balance as of March 31, 2020 $ 9,672 Acquisitions 12,947 Balance as of March 31, 2021 $ 22,619 Indefinite-Lived Intangible Assets The following table presents the changes in the carrying amount of indefinite-lived intangible assets in the Company’s reportable segment for the year ended March 31, 2021 (in thousands): Tradenames Balance as of April 1, 2019 $ 4,637 Acquisitions - Impairment losses - Balance as of March 31, 2020 $ 4,637 Acquisitions - Impairment losses - Balance as of March 31, 2021 $ 4,637 Finite-Lived Intangible Assets The Company’s finite-lived intangible assets were as follows as of March 31, 2021 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,281 $ 12,533 $ 6,748 Intellectual property (patents) 5,366 1,163 4,203 Customer relationships 6,570 5,652 918 Content creator relationships 772 371 401 Domain names 429 31 398 Brand and trade names 2,571 253 2,318 Non-compete agreement 250 97 153 Customer list 2,903 211 2,692 Total $ 38,142 $ 20,311 $ 17,831 The Company’s finite-lived intangible assets were as follows as of March 31, 2020 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 8,674 $ 10,606 Intellectual property (patents) 5,366 805 4,561 Customer relationships 6,570 5,128 1,442 Domain names 29 13 16 Brand and trade names 1,500 17 1,483 Non-compete agreement 250 14 236 Fan database 230 13 217 Total $ 33,225 $ 14,664 $ 18,561 The Company’s amortization expense on its finite-lived intangible assets was $5.5 million and $5.7 million for the years ended March 31, 2021 and 2020, respectively. The Company estimated future amortization expense on its finite-lived intangible assets as of March 31, 2021 to be as follows (in thousands): For Years Ended March 31, 2022 $ 6,006 2023 4,482 2024 1,024 2025 1,058 2026 1,084 Thereafter 4,177 $ 17,831 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 7 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at March 31, 2021 and 2020 were as follows (in thousands): March 31, March 31, 2021 2020 Accounts payable $ 18,541 $ 26,703 Accrued liabilities 13,786 3,938 Lease liabilities, current 319 82 Total $ 32,646 $ 30,723 |
Note Payable
Note Payable | 12 Months Ended |
Mar. 31, 2021 | |
Note Payable [Abstract] | |
Note Payable | Note 8 — Note Payable The Company’s notes payable at March 31, 2021 and 2020 were as follows (in thousands): March 31, March 31, 2021 2020 Senior promissory note $ 351 $ 331 SBA loan 153 - PPP loans 3,110 - 3,614 331 Less: Current portion of Notes payable (2,729 ) (331 ) Notes payable $ 885 $ - Senior Promissory Note On December 31, 2014, the Company converted accounts payable into a 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 15 – 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 Annual 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 a judgement lien against the Company in the State of California in the third fiscal quarter ended December 31, 2019. As of March 31, 2021 and 2020, the balance due under the Note was $0.4 million and $0.3 million, respectively, which includes $0.1 million and $0.1 million of accrued interest, respectively. SBA Loan On June 17, 2020, the Company received the proceeds from a loan in the amount of less than $0.2 million from the U.S. Small Business Administration (the “SBA”). Installment payments, including principal and interest, begin 12-months from the date of the promissory note. The balance is payable 30-years from the date of the promissory note, and bears interest at a rate of 3.75% per annum. PPP Loans In April, 2020, the Company received proceeds of $2.0 million from a loan under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was subsequently forgiven in April 2021. On March 20, 2021, the Company received proceeds of $0.6 million from a second loan (“the PPP loan”) under the PPP of the CARES Act, which the Company intends to use to retain employees and for other qualifying expenses. The PPP Loan matures on March 20, 2026 and bears annual interest at a rate of 1.0%. Commencing on March 31, 2022, the Company is required to pay the lender equal monthly payments of principal and interest as required to fully amortize by March 20, 2026 any principal amount outstanding on the PPP Loan as of such date. On July 1, 2020, the Company acquired PodcastOne and the $0.8 million PPP loan originally obtained by PodcastOne is currently outstanding. Monthly payments including principal and interest begin 7 months from the date of the promissory note, April 26, 2020. The balance is payable 2-years from the date of the promissory note, and bears interest at a rate of 1% per annum. All or a portion of these loans may be forgiven by the SBA upon application by the Company before the maturity date of the loan and upon documentation of expenditures in accordance with the SBA requirements. In the event the loans, or any portion thereof, are forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. On April 24, 2021, the Company received confirmation that the entire balance of the initial loan received on April 13, 2020 in the amount of $2.0 million was forgiven and on May 11, 2021, the Company received confirmation from the lender of the SBA that the entire balance of the PodcastOne loan received on April 26, 2020 was forgiven. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further requires the Company to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. |
Senior Secured Convertible Debe
Senior Secured Convertible Debentures | 12 Months Ended |
Mar. 31, 2021 | |
Senior Secured Convertible Debentures [Abstract] | |
Senior Secured Convertible Debentures | Note 9 — Senior Secured Convertible Debentures The Company’s senior secured convertible debentures at March 31, 2021 and 2020 were as follows (in thousands): March 31, March 31, 2021 2020 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ - $ 10,118 Accrued interest - 101 Fair Value of Embedded Derivatives - 524 Less: Discount - (1,518 ) Net - 9,225 Less: Senior Secured Convertible Debentures, current - (2,720 ) Senior Secured Convertible Debentures, long-term $ - $ 6,505 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 were to mature on June 29, 2021, accrued interest at 12.75% per year, and were 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”). 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”). On August 31, 2020, the Company fully repaid the Debentures issued to its former senior lenders on June 29, 2018, as amended, as provided in such Debentures. In connection with such repayment, all of the agreements among the Company, its subsidiary guarantors and the senior lenders and their collateral agent were terminated, provided, that the Company’s indemnification obligations in the Securities Purchase Agreement, dated as of June 20, 2018, as amended, between the Company and the senior lenders shall survive on the terms therein. Additionally, a prepayment penalty of 8% was paid on repayment of the Debentures in the amount of $0.7 million and is included in the $1.5 million loss on extinguishment which is included in “Loss on extinguishment of debt” in the accompanying consolidated statement of operations. |
Unsecured Convertible Notes
Unsecured Convertible Notes | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured Convertible Notes | Note 10 — Unsecured Convertible Notes The Company’s unsecured convertible notes payable at March 31, 2021 and 2020 were as follows (in thousands): March 31, March 31, 2021 2020 Unsecured Convertible Notes - Related Party (A) 8.5% Unsecured Convertible Note - Due May 31, 2022 $ 4,397 $ 4,120 (B) 8.5% Unsecured Convertible Notes - Due May 31, 2022 1,104 1,035 Less: Discount - (41 ) Net 5,501 5,114 Unsecured Convertible Promissory Note $ 2,000 $ 2,000 Accrued interest 186 24 Less: Discount (223 ) (485 ) Fair Value of Embedded Derivatives 13 141 Net 1,976 1,680 Unsecured Convertible Promissory Notes, Net $ 7,477 $ 6,794 Unsecured Convertible Promissory Notes, Net, Current 1,976 - Unsecured Convertible Promissory Notes, Net, Long-Term $ 5,501 $ 6,794 Total principal maturities of the Company’s long-term borrowings, including the Debentures, unsecured convertible notes, and note payable are $4.7 million for the year ending March 31, 2022, $19.9 million for the year ending March 31, 2023, and $0.6 million thereafter. Unsecured Convertible Notes – Related Party As of March 31, 2020 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 below. The Trinad Notes are convertible into shares of the Company’s common stock at a fixed conversion price of $3.00 per share. (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 March 31, 2021, the balance due of $4.4 million, which included $1.0 million of accrued interest, was outstanding under the first Trinad Note. At March 31, 2020, the balance due of $4.1 million, which included $0.5 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 $1.1 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, 2022 (as discussed below). For the year ended March 31, 2021, the Company amortized less than $0.1 million of discount to interest expense, and the unamortized discount was fully amortized as of March 31, 2021. As of March 31, 2020, $0.1 million of accrued interest was added to the principal balance. On January 11, 2021, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital Master Fund Ltd. (“TCMF”), a related party, pursuant to which the maturity date of all of the Company’s Unsecured Convertible Notes issued to TCMF was extended to May 31, 2022, and in consideration of such extension, the interest rate payable under such notes increased to 8.5% and the Company issued to TCMF 280,000 shares of its common stock. The Company evaluated the Amendment Agreement and the modification was required to be accounted for as an extinguishment under ASC 470-50, Debt – Modifications and Extinguishment. The Company may not redeem the any of the Trinad Notes prior to May 31, 2022 without Trinad Capital’s consent. Unsecured Convertible Promissory Note On February 5, 2020, React Presents issued a two-year $2 million Convertible Promissory Note (the “Note”), bearing annual interest at 8%. The purpose of the Note was to fund the acquisition of React Presents. All unpaid and outstanding principal and any unpaid and accrued interest are due on February 5, 2022. The Note is convertible by the holder at any time prior to maturity in part or in whole with the unpaid interest and principal convertible at a conversion price equal to $4.50 per share of the Company’s common stock, subject to certain protective adjustments. The Note may be prepaid in whole or in part in cash without penalty at any time prior to maturity. Any such prepayment will be applied to accrued interest first and then the principal. The Company has evaluated the Note and has determined that it includes two derivative instruments which are bifurcated from the underlying Debentures relating to provisions around an event of default and change of control. The Company has performed a fair value analysis using a binomial lattice calculation on the event of default derivative instrument using the following assumptions. Coupon Rate: 8.0%, Term: 2.0 years, Volatility: 100.0%, Market Rate: 27.7% and Probability of Default: 33.1%. The Company determined that at issuance, the fair value of the instruments was $0.1 million. The Company has recorded the fair value of the derivatives and corresponding debt discount within the unsecured convertible notes payable on the Company’s consolidated balance sheet. At March 31, 2021, the Company performed a fair value analysis using a binomial lattice calculation on the derivative instruments using the following assumptions: Coupon Rate: 8.0%, Term: 0.85 years, Volatility: 90.2%, Market Rate: 26.5% and Probability of Default: 31.63%. The Company determined that as of the assessment date, the fair value is less than $0.1 million. The change in fair value of less than $0.1 million is recorded in other income (expense) on the Company’s consolidated statements of operations for the year ended March 31, 2021. |
Senior Secured Convertible Note
Senior Secured Convertible Notes | 12 Months Ended |
Mar. 31, 2021 | |
Senior Secured Convertible Notes [Abstract] | |
Senior Secured Convertible Notes | Note 11 — Senior Secured Convertible Notes The Company’s senior secured convertible notes at March 31, 2021 and 2020 were as follows (in thousands): March 31, March 31, 2021 2020 Senior Secured Convertible Notes $ 15,000 $ - Accrued interest 319 - Fair value of embedded derivatives 118 - Less: Discount (2,071 ) - Net 13,366 - Less: Current Portion, accrued interest (319 ) - Senior Secured Convertible Notes, long-term $ 13,047 $ - On September 15, 2020 (the “Closing Date”), the Company issued two-year senior secured convertible notes in the aggregate principal amount of $15.0 (the “Senior Notes”) with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners, Ltd. (collectively, the “Purchaser”). The Purchaser are funds affiliated with No Street Capital a San Francisco-based investment firm. In connection with the Senior Notes, the Company paid $0.2 million in certain fees, including direct costs of $0.2 million consisting of Purchaser’s transaction and legal costs (collectively, the “Issuance Costs”). The sale of the Senior Notes was completed pursuant to the Securities Purchase Agreement, dated as of July 2, 2020, as amended on July 30, 2020 (as amended, the “Senior SPA”), and (ii) issued to the Purchaser 800,000 shares (the “Shares”) of the Company’s common stock valued at $1.8 million. The Senior Notes and the Shares were issued as restricted securities in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes mature on the second anniversary of the Closing Date, accrue interest at 8.5% per year with interest is payable quarterly in cash in arrears, and are convertible into shares of the Company’s common stock at a conversion price of $4.50 per share at the applicable Purchaser’s option, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations (the “Conversion Price”). The Company does not have the right to prepay any or all of the Senior Notes prior to their maturity. The Company’s obligations under the Senior Notes may be accelerated upon the occurrence of certain customary events of default (as defined in the Senior Notes) and are guaranteed under a Subsidiary Guarantee, dated as of the Closing Date (the “Subsidiary Guarantee”), entered into by all of the Company’s subsidiaries (the “Guarantors”) in favor of the Purchaser. The Company’s obligations under the Senior Notes and the Guarantors’ obligations under the Subsidiary Guarantee are secured under a Security Agreement, dated as of the Closing Date (the “Security Agreement”), and an Intellectual Property Security Agreement, dated as of the Closing Date (the “IP Security Agreement”), by a lien on all of the Company’s and the Guarantors’ assets and intellectual property, subject to certain exceptions. The Senior Notes require the Company to maintain aggregate cash deposits of $10.0 million until the Senior Notes are paid in full. In May 2021 and in connection with the Company entering into a $7 million secured revolving credit facility, the holders of the Senior Notes subordinated their security interest (see Note 21 – Subsequent Events). The Company and the Purchaser also entered into a Registration Rights Agreement, dated as of the Closing Date (the “RRA”), which grants the Assignees “demand” and “piggyback” registration rights to register the shares of Common Stock issuable upon the conversion of the Notes and the Shares (collectively, the “Registrable Securities”) with the SEC for resale or other disposition. Pursuant to the RRA, the Company is required to file with the SEC a resale Registration Statement on Form S-3 (or another suitable form) as soon as reasonably practical after the Closing Date, but in any event within 30 days after the Closing Date (the “Filing Date”), and have such Registration Statement be declared effective by the SEC on the date (the “Effectiveness Date”) which is the earlier of (i)(x) in the event that the initial Registration Statement is not subject to a full review by the SEC, 45 calendar days after the Filing Date, or (y) in the event that such initial Registration Statement is subject to a full review by the SEC, 90 calendar days after the Filing Date, and (ii) the fifth Business Day after the date the Company is notified by the SEC that such initial Registration Statement will not be reviewed or will not be subject to further review. Upon the occurrence of certain events (each an “Event”), including, but not limited to, that the initial Registration Statement is not filed prior to the Filing Date or is not declared effective by the SEC prior to the Effectiveness Date, the Company will be required to pay liquidated damages in cash to each of the Assignees in the amount of 2.0% of the purchase price of the Notes paid by such Assignee upon the date of the Event and then monthly thereafter until the Event is cured. In no event shall the aggregate amount of liquidated damages payable to each of the Assignees exceed in the aggregate 15% of the purchase price of the Notes paid by such Assignee. The Company also agreed to keep the initial Registration Statement continuously effective until the earliest to occur of (i) the date on which all of the Registrable Securities registered thereunder have been sold and (ii) the date on which all of the Registrable Securities covered by such Registration Statement may be sold without volume restriction pursuant to Rule 144 under the Securities Act. In connection with the SPA, Robert S. Ellin, the Company’s CEO, Chairman, director and principal stockholder, agreed not to dispose of any equity securities of the Company owned by Mr. Ellin or any entity of which he is the beneficial owner and not to cease to be the beneficial owner of any other equity securities of the Company of which Mr. Ellin is the beneficial owner as of the Closing Date until the Senior Notes are paid in full (subject to certain customary exceptions), without the Purchaser’s prior written consent. The Senior Notes and the Shares were issued in private placement transaction that will not registered under the Securities Act, in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions As of March 31, 2021, and March 31, 2020, the Company had unsecured convertible Trinad Notes outstanding which were issued to Trinad Capital as described in Note 10 – Unsecured Convertible Notes. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
Lease Of Lessee Disclosure [Abstract] | |
Leases | Note 13 — Leases The Company leases a space at a location under a non-cancellable operating lease with a remaining lease term of 1 year, expiring in fiscal year 2022. On December 22, 2020, the Company acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, expiring June 30, 2024. The Company leases several office locations with lease terms that are less than 12 months or are on month to month terms. Rent expense for these leases totaled $0.3 million for the year ended March 31, 2021. Operating leases with lease terms of greater than 12 months are capitalized in Operating lease right-of-use assets and Operating lease liabilities in the consolidated balance sheet. Rent expense for these operating leases totaled $0.5 million the years ended March 31. Operating lease costs for the year ended March 31, 2021 consisted of the following (in thousands): Year Ended March 31, 2021 2020 Fixed rent cost $ 507 94 Short term lease cost 281 352 Total operating lease cost $ 788 446 Supplemental balance sheet information related to leases was as follows (in thousands): Operating leases March 31, March 31, Operating lease right-of-use assets $ 1,057 127 Operating lease liability, current $ 319 82 Operating lease liability, noncurrent 742 45 Total operating lease liabilities $ 1,061 127 The operating lease right-of-use assets are included in other assets in the March 31, 2021 consolidated balance sheets, and operating lease liabilities are included in accounts payable and accrued liabilities and lease liabilities non-current in the March 31, 2021 consolidated balance sheets. Future maturities of operating lease liabilities as of March 31, 2021 were as follows (in thousands): For Years Ending March 31, 2022 396 2023 358 2024 320 2025 93 Total lease payments 1,167 Less: imputed interest (106 ) Present value of operating lease liabilities $ 1,061 Significant judgments Discount rate – the Company’s lease is discounted using the Company’s incremental borrowing rate of 8.5% 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. Lease and non-lease components – Non lease components were considered and determined not to be material. Month to month arrangements The Company leased corporate headquarters office space in West Hollywood from a third party. The Company or the third party had the right to terminate the arrangement at any time without prior notice. Rent expense for the month to month arrangements totaled less than $0.1 million and $0.5 million for the years ended March 31, 2021 and 2020, respectively. The Company vacated this office space as of December 31, 2020. React Presents leases its Chicago, Illinois premises under a month-to-month lease. Rent expense for the operating leases totaled less than $0.1 million for the year ended March 31, 2021 and the period from the acquisition date to March 31, 2020, respectively. PodcastOne leases its Los Angeles premises under a month-to-month operating lease. Rent expense for the operating leases totaled $0.3 million for the period from the acquisition date to March 31, 2021. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Long-Term Liabilities | Note 14 — Other Long-Term Liabilities On October 30, 2020, Slacker entered into an amendment to existing agreements with a certain licensor of music content (the “Music Partner”) which own and license rights to Slacker to certain sound recordings. Pursuant to this amendment, payment terms on $5.9 million of outstanding balances to the Music Partner were extended over periods between 12 and 24 months. March 31, March 31, 2021 2020 Due to Music Partner $ 3,937 $ - Other long-term liabilities 2,422 - The Company evaluated the agreements with the Music Partner and it was required to be accounted for as troubled debt restructuring under ASC 470-60, Troubled Debt Restructuring by Debtor. As a result of the evaluation, the Company reclassified the portion of the payable balance due after 12-months to non-current liabilities. The amount included in Other long-term liabilities is comprised of a contingent consideration liability resulting from the business combination with PodcastOne (Note 4 - Business Combinations) and is carried at fair value (see Note 20 - Fair Value Measurements). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 — Commitments and Contingencies Promotional Rights Certain of the Company’s content acquisition agreements contain minimum guarantees, and require that the Company makes upfront minimum guarantee payments. As of March 31, 2021, the Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $0.5 million for the fiscal year ending March 31, 2022, and less than $0.1 million for the fiscal year ending March 31, 2023. These agreements also provide for a revenue share that ranges between 35% and 50% of net revenues. In addition, there are other licenses, production and/or distribution agreements that provide for a revenue share of 50% on net revenues; however, without a requirement to make future minimum guaranteed payments irrespective to the execution and results of the planned events. Contractual Obligations As of March 31, 2021, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $7.1 million for the fiscal year ending March 31, 2022, $6.5 million for the fiscal year ending March 31, 2023, and $5.7 million for the fiscal year ending March 31, 2024. On a quarterly basis, the Company records the greater of the cumulative actual content acquisition costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, subscribers and other terms of each agreement that impact the Company’s expected attainment or recoupment of the minimum guarantees based on the relative attribution method. Several of the Company’s content acquisition agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause the Company’s payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom the Company has entered into direct license agreements have the right to audit the Company’s content acquisition payments, and any such audit could result in disputes over whether the Company has paid the proper content acquisition costs. However, as of March 31, 2021, the Company does not believe it is probable that these provisions of its agreements discussed above will, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows. Employment Agreements As of March 31, 2021, the Company has employment agreements with 4 named executive officers (“Section 16 Officers”) that provide annual salary payments of $1.7 million and target bonus compensation of up to $1.7 million for the year ending March 31, 2022, salary payments of $1.1 million and target bonus compensation of up to $1.1 million for the year ending March 31, 2023. Furthermore, such employment agreements contain severance clauses that could require severance payments in the aggregate amount of $11.0 million (excluding the value of potential payouts of discretionary bonuses, pro-rata bonuses, and potential accelerated vesting of equity awards granted to such executive officers). Legal Proceedings In March 2018, Manatt Phelps& Phillips, LLP (“Manatt”) 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 March 31, 2021 the promissory note has not been paid and is currently past due. Refer to Note 8 – Noes Payable where the related amounts are disclosed. 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 continuing discovery efforts with the trial not expected to commence, if any, until the Company’s fiscal year ending March 31, 2022 (unless further delayed as a result of the COVID-19 pandemic). 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. As of March 31, 2021, all of plaintiffs’ claims other than fraudulent inducement and breach of the employment agreement have been dismissed or addressed by the parties or the court. While a trial date has not yet been set, the Company expects to commence trial sometime during the fiscal year ended March 31, 2022. The Company intends to continue to vigorously defend all defendants against any liability to the plaintiffs with respect to the remaining claims. As of March 31, 2021, while the Company has assessed the likelihood of a loss, if any, is not probable, 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 each of the years ended March 31, 2021 and 2020, 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 less than $0.1 million and $0.2 million, respectively. During the years ended March 31, 2021 and 2020, the full amounts were expensed and included in general and administrative expenses. From time to time, the Company is involved in legal proceedings and other matters arising in connection with the conduct of its business activities. Many of these proceedings may be at preliminary stages and/or seek an indeterminate amount of damages. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not currently expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 16 — 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’s matching contributions were not material to the financial statements for the years ended March 31, 2021 and 2020, respectively. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 17 — Stockholders’ Equity Issuance of Common Stock in Private Offerings In July 2020, the Company issued directly to a certain institutional investor and another investor a total of 1,820,000 shares of the Company’s common stock for net proceeds of approximately $7.3 million after offering costs at a price per share of $4.14. The offering of the shares was made pursuant to the Shelf S-3 and a prospectus supplement related to the offering filed with the SEC on July 23, 2020. 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 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 $9.5 million, after deducting placement agent fees and other offering expenses totaling $1.0 million paid by the Company. The offering of the shares was made pursuant to the Shelf S-3 and a prospectus supplement related to the offering filed with the SEC on July 26, 2019. Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors During year ended March 31 2021, the Company issued 4,061,326 shares of its common stock and restricted common stock valued at $12.6 million to certain Company consultants and vendors of which $8.8 million relates to shares issued to settle accounts payable which includes the shares issued to MBRG Investors, LLC and the shares issued to a certain music partner and $3.8 million relates to shares issued in exchange for services and is included in share-based compensation. Additionally, the Company incurred $1.2 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. The remaining unrecognized compensation cost associated with restricted shares of common stock issued to consultants and vendors of $0.3 million is expected to be recorded over the next year as the shares vest. During the year ended March 31, 2020, the Company issued 1,709,146 shares of its restricted common stock valued at $4.2 million to certain Company consultants and vendors. Additionally, the Company had $0.4 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued at March 31, 2020. During the year ended March 31, 2020, Slacker entered into an amendment to an existing agreement with a certain licensor of music content (the “Music Partner”) which owns and licenses rights to Slacker to certain sound recordings. Pursuant to this amendment the Company issued the Music Partner $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 this agreement and it was required to be accounted for as troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors. Issuance of Common Stock to Certain Music Partner In June 2020, the Company entered into a new two-year license agreement with a certain music partner which owns and license rights to Slacker to certain sound recordings. Pursuant to this agreement, the Company agreed to certain minimum yearly guarantee payments and issued 264,000 shares of its restricted common stock to such music partner in consideration of all payments due to the music partner prior the date of the agreement. These shares issued are included in the total number of shares issued to consultants and vendors above. In July 2020, the Company issued to a certain music licensor 2,415,459 shares (the “Shares”) of its common stock at a price of $3.28 per share, to satisfy the Company’s payment obligation in the amount of $10.0 million owed to such music licensor (the “Threshold Amount”). These shares issued are included in the total number of shares issued to consultants and vendors above. In the event that the value of the Shares as of September 30, 2020 was less than the Threshold Amount, the Company agreed to make an additional cash payment to such music licensor in an amount equal to the difference between (i) the Threshold Amount and (ii) the sum of (x) the net proceeds of any sales of the Shares by the music licensor plus (y) the aggregate value of the Shares not sold by the music licensor as of such date. As of March 31, 2021, the Company accrued $1.8 million related to additional cash payment required which is included in Accrued Royalties in the consolidated balance sheet and classified as a current liability. The shares were issued pursuant to the Shelf S-3 and a prospectus supplement related to the offering of these shares filed with the SEC on July 22, 2020. The Company did not receive any cash proceeds from the offering of these shares. 2016 Equity Incentive Plan The Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”) which reserved a total of 12,600,000 shares of the Company’s common stock for issuance. On September 17, 2020, our stockholders approved the amendment to the 2016 Plan to increase the number of shares available for issuance under the plan by 5,000,000 shares increasing the total up to 17,600,000 shares. Incentive awards authorized under the 2016 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan. The Company recognized share-based compensation expense of $11.2 million and $12.0 million during the years ended March 31, 2021 and 2020, respectively. The total tax benefit recognized related to share-based compensation expense was $0 for the years ended March 31, 2021 and 2020. The maximum contractual term for awards is 10 years. As of March 31, 2021, there were 5,599,030 shares of common stock available for future issuance under the 2016 Plan. Options Grants to Employees As of March 31, 2021, unrecognized compensation costs for unvested awards to employees was $1 million, which is expected to be recognized over a weighted-average service period of 6.7 years. The following table provides information about our option grants made to employees during the last two fiscal years: Year Ended March 31, 2021 2020 Number of options granted 350,000 195,000 Weighted-average exercise price per share $ 4.11 $ 2.39 Weighted-average grant date fair value per share $ 1.85 $ 1.14 The grant date fair value of each of these option grants to employees was determined using the Black-Sholes-Merton option-pricing model with the following assumptions: Year Ended March 31, 2021 2020 Expected volatility 53.97% - 73.61 % 47.79% - 50.62 % Dividend yield 0.00 % 0.00 % Risk-free rate 0.22% - 0.46 % 0.37% - 1.88 % Expected term (in years) 5.25 - 7.00 5.50 - 7.00 The following table summarizes the activity of our options issued to employees during the years ended March 31, 2021 and 2020: Number of Shares Weighted- Outstanding as of April 1, 2019 4,880,001 $ 3.95 Granted 195,000 2.39 Exercised - - Forfeited or expired (671,667 ) 4.87 Outstanding as of March 31, 2020 4,403,334 3.74 Granted 350,000 4.11 Exercised (654,250 ) 3.90 Forfeited or expired (177,500 ) 4.00 Outstanding as of March 31, 2021 3,921,584 3.74 Exercisable as of March 31, 2021 3,454,170 3.75 The weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of March 31, 2021 was 7 years and 6.7 years, respectively. The intrinsic value of options to employees outstanding and options to employees exercisable was $2.4 million and $2.0 million, respectively, at March 31, 2021. Options Grants to Non-Employees As of March 31, 2021, there were no unrecognized compensation costs for unvested awards to non-employees. There were no option grants to non-employees for the last two fiscal years. The following table summarizes the activity of our options issued to non-employees during the years ended March 31, 2021 and 2019: Number of Shares Weighted- Outstanding as of April 1, 2019 101,667 $ 4.00 Granted - - Exercised - - Forfeited or expired (76,667 ) 4.00 Outstanding as of March 31, 2020 25,000 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2021 25,000 4.00 Exercisable as of March 31, 2021 25,000 4.00 The weighted average remaining contractual term for options to non-employees outstanding as of March 31, 2021 was 6.9 years. The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was $0 at March 31, 2021. Restricted Stock Units Grants As of March 31, 2021, unrecognized compensation costs for unvested awards to employees was $8.2 million, which is expected to be recognized over a weighted-average service period of 1.13 years. The following table provides information about our restricted stock units grants made to employees during the last two fiscal years: Year Ended March 31, 2021 2020 Number of units granted 1,914,136 4,048,306 Weighted-average grant date fair value per share $ 3.15 $ 2.12 The following table summarizes the activity of our restricted stock units issued to employees during the years ended March 31, 2021 and 2020: Number of Shares Outstanding as of April 1, 2019 1,337,391 Granted 4,048,306 Vested (761,583 ) Cancelled (93,409 ) Outstanding as of March 31, 2020 4,530,705 Granted 1,914,136 Vested (1,641,082 ) Cancelled (290,843 ) Outstanding as of March 31, 2021 4,512,916 Restricted Stock Awards The following table summarizes the activity of our restricted stock awards made to employees during the years ended March 31, 2021 and 2020: Number of Shares Outstanding as of April 1, 2019 - Granted 24,675 Outstanding as of March 31, 2020 24,675 Granted - Vested - Cancelled (24,675 ) Outstanding as of March 31, 2021 - In April 2018, the Company granted 1,150,000 restricted stock units to 2 key executives. In FY21 (“the Modification Date”), the Board of Directors approved an amendment to the key executives’ employment agreement which modified the vesting terms associated with these awards. The modified vesting terms approved by the Board of Directors, which modified the number of shares issued and the timing of vesting, resulted in an additional 464,557 units probable of vesting as of the Modification Date. This resulted in incremental share-based compensation expense of $0.3 million during the year ended March 31, 2021. Issuance of Restricted Shares of Common Stock for Services to Employees During each of the years ended March 31, 2021 and 2020, the Company issued 0 shares of its restricted common stock to employees. As of March 31, 2021 and 2020, there was no remaining unrecognized compensation cost related to these awards. Additional details of the Company’s issuances of its restricted common stock to employees during the years ended March 31, 2021 and 2020 are as follows: Number of Shares Weighted- Unvested as of April 1, 2019 15,278 $ 5.01 Granted - - Vested (15,278 ) 5.01 Forfeited or expired - - Unvested as of March 31, 2020 - - Granted - - Vested - - Forfeited or expired - - Unvested as of March 31, 2021 - - Warrants The table below summarizes the Company’s warrant activities: Number of Warrants Weighted Average Exercise Price Weighted- Balance outstanding, April 1, 2019 167,363 $ 4.01 1.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, March 31, 2020 167,363 4.01 0.94 Granted - - - Exercised - - - Forfeited/expired (167,363 ) 4.01 0.94 Balance outstanding, March 31, 2021 - - - Exercisable, March 31, 2021 - - - Authorized Common Stock and Creation of Preferred Stock The Company has the authority to issue up to 501,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”). The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s board of directors. The Company’s board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock. While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders. Stock Repurchase Program In December 2020, we announced that our board of directors has authorized the repurchase up to two million shares of our outstanding common stock from time to time. The timing, price, and quantity of purchases under the program will be at the discretion of our management and will depend upon a variety of factors including share price, general and business market conditions, compliance with applicable laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program may be expanded, suspended, or discontinued by our board of directors at any time. Although our board of directors has authorized this stock repurchase program, there is no guarantee as to the exact number of shares, if any, that will be repurchased by us, and we may discontinue purchases at any time that management determines additional purchases are not warranted. We cannot guarantee that the program will be consummated, fully or all, or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our common stock. In addition, this program could diminish our cash reserves. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 18 — Income Tax Provision On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and does not anticipate the associated impacts, if any, will have a material effect on its financial position. The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items. The components of pretax loss and income tax (benefit) expense are as follows (in thousands): Year Ended March 31, 2021 2020 Loss before income taxes: Domestic $ (42,165 ) $ (39,119 ) Foreign - - Total loss before income taxes $ (42,165 ) $ (39,119 ) The provision for income taxes consisted of the following: Current U.S. Federal $ - $ - State 14 18 Foreign - - Total Current 14 18 Deferred: U.S. Federal (330 ) (96 ) State (29 ) (114 ) Foreign - - Total Deferred (359 ) (210 ) Total provision for income taxes $ (345 ) $ (192 ) The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are as follows (in thousands): Year Ended March 31, 2021 2020 Income taxes computed at Federal statutory rate $ (8,855 ) $ (8,214 ) State tax — net of federal benefit (888 ) (839 ) State minimum taxes 14 18 Change in tax rates (375 ) 926 Change in valuation allowance 7,165 5,959 Permanent differences 2,594 1,958 Total provision for income taxes $ (345 ) $ (192 ) At March 31, 2021, the Company had available federal and state net operating loss carryforwards to reduce future taxable income of approximately $113 million and $78.7 million, respectively. The federal and state net operating loss carryforwards begin to expire on various dates beginning in 2024. Of the $113 million of federal net operating loss carryforwards, $54.1 million was generated in tax years beginning before March 31, 2018 and is subject to the 20-year carryforward period (“pre-Tax Act losses”), the remaining $58.9 million (“post-Tax Act losses”) can be carried forward indefinitely but is subject to the 80% taxable income limitation. The Company obtained $136 million and $2.6 million of net operating loss and credit carryforwards, respectively, through the acquisition of Slacker, Inc. in December 2017. Utilization of these losses is limited by Section 382 and 383 of the Code in fiscal year end March 31, 2018 and each taxable year thereafter. The Company has estimated a limitation and revalued the losses and credits at $22 million and $0, respectively. It is possible that the utilization of these NOL carryforwards and tax credits may be further limited. The Company will undertake a study to determine the applicable limitations, if any. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the federal and state jurisdictions where applicable. There are currently no pending income tax examinations. The Company’s tax years for 2016 and forward are subject to examination by the federal tax authorities and tax years for 2015 and forward are subject to examination by California tax authorities due to the carryforward of unutilized net operating losses. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2021 and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Significant components of the Company’s deferred income tax assets and (liabilities) are as follows as of (in thousands): Year Ended March 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 25,994 $ 20,370 Property and equipment 307 190 Accruals and reserves 2,060 716 Stock compensation 4,653 4,845 163 (j) interest expense carryforwards 832 378 Charitable contribution carryforward 63 7 Capital loss carryforward 522 509 Gross deferred tax assets 34,431 27,015 Deferred tax liabilities: Intangible assets (4,951 ) (5,032 ) Net deferred tax assets 29,480 21,983 Valuation allowance (29,617 ) (22,091 ) Net deferred tax liability $ (137 ) $ (108 ) As the ultimate realization of the potential benefits of a portion of the Company’s deferred tax assets is considered unlikely by management, the Company has offset the deferred tax assets attributable to those potential benefits through valuation allowances. Accordingly, the Company did not recognize any benefit from income taxes in the accompanying Consolidated Statements of Operations to offset its pre-tax losses. The valuation allowance against deferred tax assets is $29.6 million and $22.1 million for the years ended March 31, 2021 and 2020, respectively. |
Business Segment and Geographic
Business Segment and Geographic Reporting | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Reporting | Note 19 — Business Segment and Geographic Reporting The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280”). Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker (“CODM”) reviews results and allocates resources. The CODM reviews operating segment performance exclusive of: share-based compensation expense, amortization of intangible assets, depreciation, and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and certain other non-cash charges. Our single operating segment is also consistent with our internal organizational structure, the way we assess operating performance and allocate sources. Customers The Company has one external customer that accounts for more than 10% of its revenue. Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $23.3 million and $23.1 million for the years ended March 31, 2021 and 2020. Geographic Information The Company operates as an Internet live music streaming platform based in the United States. All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 20 — Fair Value Measurements The following table presents the fair value of the Company’s financial liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2021 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration liability from PodcastOne acquisition $ 2,423 $ - $ - $ 2,423 Contingent consideration liability from CPS acquisition 2,513 - - 2,513 Bifurcated embedded derivative on senior secured convertible notes payable 118 - - 118 Bifurcated embedded derivative on unsecured convertible note payable 13 - - 13 $ 5,067 $ - $ - $ 5,067 March 31, 2020 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 524 $ - $ - $ 524 Bifurcated embedded derivative on unsecured convertible note payable 141 - - 141 $ 665 $ - $ - $ 665 The following table presents a reconciliation of the Company’s financial liabilities that are measured at Level 3 within the fair value hierarchy (in thousands): Amount Balance as of April 1, 2019 $ 586 Additions - unsecured convertible note payable 65 Total fair value adjustments reported in earnings 14 Balance as of March 31, 2020 665 Initial measurement of contingent consideration from PodcastOne acquisition on July 1, 2020 1,100 Initial measurement of contingent consideration from CPS acquisition on December 22, 2020 1,654 Initial measurement of embedded derivatives on senior secured convertible notes issued on September 15, 2020 671 Total fair value adjustments reported in earnings 977 Balance as of March 31, 2021 $ 5,067 Bifurcated embedded derivative on senior secured convertible debentures, senior secured convertible notes payable and unsecured convertible notes payable The fair value of the bifurcated embedded derivatives on senior secured convertible debentures, senior secured convertible notes payable and unsecured convertible notes was determined using the following significant unobservable inputs: March 31, March 31, 2021 2020 Bifurcated embedded derivative on senior secured convertible debentures Market yield - 27.4 % Bifurcated embedded derivative on senior secured convertible notes payable Market yield 17.0 % - Bifurcated embedded derivative on unsecured convertible note payable Market yield 26.5 % 43.9 % Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement. The Company did not elect the fair value measurement option for the following financial assets and liabilities. The fair values of certain financial instruments and the hierarchy level the Company used to estimate the fair values are shown below (in thousands): March 31, 2021 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Senior secured convertible notes payable, net 13,047 - - 20,228 Unsecured convertible notes payable related party, net 5,501 - - 9,216 Unsecured convertible note payable 1,976 - - 2,167 March 31, 2020 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Senior secured convertible debentures, net 8,701 - - 9,254 Unsecured convertible notes payable, net 5,114 - - 4,451 Unsecured convertible note payable 1,539 - - 1,338 The fair values of financial assets and liabilities not included in these tables are estimated to be equal to their carrying values as of March 31, 2021 and 2020. 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. The fair value of the financial assets and liabilities, where the Company did not elect the fair value measurement option and carried at amortized cost, were determined using the following significant unobservable inputs: Year Ended March 31, 2021 2020 Senior secured convertible debentures, net (binomial lattice model): Market yield - 27.4 % Senior secured convertible notes payable, net (binomial lattice model): Market yield 17.0 % - Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton option pricing model): Market yield 23.0 % 41.6 % Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model): Market yield 26.5 % 43.9 % Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement. Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments. Due to their short maturity, the carrying amounts of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values at March 31, 2021 and 2020. The Company’s note payable is not publicly traded and fair value is estimated to equal carrying value. The Company’s debentures and unsecured convertible notes payable with fixed rates are not publicly traded and the Company has estimated fair values using a variety of valuation models and market rate assumptions detailed above. The senior convertible notes payable and unsecured convertible notes are valued using a binomial lattice model and a yield model with a Black-Scholes-Merton option pricing model, respectively. The Company has estimated the fair value of contingent consideration related to the acquisitions of PodcastOne and CPS based on the number of shares issuable based on the achievement of certain provisions within the purchase agreement, as detailed in Note 4 – Business Combinations, using the quoted price of the Company’s common stock. The inputs used to fair value the contingent consideration on the date of acquisition were also used as of the balance sheet date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21 — Subsequent Events Subsequent to March 31, 2021, LiveXLive received notification from its lenders of the Small Business Administration’s Payroll Protection Program (“PPP”) that the balance of the approximately $2.5 million of PPP loans were forgiven. Refer to Note 8 – Notes Payable, for further details. On April 27, 2021, LiveXLive, Corp., the Company’s wholly owned subsidiary, entered into a binding letter of intent with Modern Drummer Publications, Inc. (“Modern Drummer”) to acquire 100% of the equity interests of Modern Drummer in exchange for consideration comprising of cash and shares of the Company, the number of shares being dependent upon certain closing conditions. The proposed acquisition is subject to approval of the Company’s board of directors along with other customary closing conditions. The acquisition of Modern Drummer is expected to close in July 2021. On May 26, 2021, the Company entered into a binding letter of intent with Gramophone Media Inc., (“Seller”) to acquire 100% of the equity interests in the Seller in exchange for consideration comprising of cash and shares of the Company, the number of shares being dependent upon certain closing conditions. The terms of the agreement, including the Purchase Price, are subject to approval of the Company’s Board of Directors along with other customary closing conditions. The acquisition of the Seller is expected to close in July 2021. Effective as of June 7, 2021 (the “Closing Date”), LiveXLive Media, Inc. (the “Company”) entered into a Business Loan Agreement (the “Business Loan Agreement”), with East West Bank (the “Senior Lender”), for revolving credit facility collateralized by all of the assets of the Company and its subsidiaries. The Business Loan Agreement provides for up to $7.0 million in borrowing capacity in the form of a secured first lien revolving credit facility with a maturity date of June 2, 2023 (the “Revolving Credit Facility”). In connection with the Business Loan Agreement, the Company entered into a Promissory Note with the Senior Lender in the principal amount of $7,000,000 (the “Promissory Note”). The net proceeds of the borrowings under the Revolving Credit Facility will be used for the Company’s business operations and general working capital. In connection with the execution of the Revolving Credit Facility, the holders of the Company’s 8.5% Senior Secured Convertible Notes (the “Subordinated Lenders”) in the aggregate principal amount of $15.0 million (the “Subordinated Notes”) agreed to (i) extend the maturity date of the Subordinated Notes to June 3, 2023 and (ii) subordinate their security interest in all of the Company’s assets to the Senior Lender. In consideration of such loan extension and subordination, the Company issued to the Subordinated Lenders an aggregate of 60,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), with piggyback registration rights. The Shares were issued as restricted securities in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended. All other terms of the Subordinated Notes and related transaction documents will remain the same. In connection with the extension of the Subordinated Notes, Robert S. Ellin, the Company’s CEO, Chairman, director and principal stockholder, agreed to extend the period during which he cannot dispose of any equity securities of the Company owned by him or any entity of which he is the beneficial owner and not to cease to be the beneficial owner of any other equity securities of the Company of which Mr. Ellin is the beneficial owner as of June 3, 2021 until the Subordinated Notes are paid in full (subject to certain exceptions), without the Subordinated Lenders’ prior written consent. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
COVID-19 | COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets creating increasing volatility and overall uncertainty. The Company began to experience modest adverse impacts of the COVID-19 pandemic in the fourth quarter of fiscal year ended March 31, 2020 and became more adverse throughout the fiscal year ended March 31, 2021. Although the impact has subsided, the Company expects to continue experiencing modest adverse impacts throughout the fiscal year ending March 31, 2022. The Company’s event and programmatic advertising revenues were directly impacted throughout the 2021 fiscal year with all on-premise in-person live music festivals and events postponed and mixed demand from historical advertising partners. Further, one of the Company’s larger customers also experienced a temporary halt to its production as a result of COVID-19, which negatively impacted the Company’s near-term subscriber growth in the 2021 fiscal year. During the fiscal year ended March 31, 2021, the Company enacted several initiatives to counteract these near-term challenges, including salary reductions, obtaining a Paycheck Protection Program loan (see Note 8 - Notes Payable) and pivoting its live music production to 100% digital. The Company began producing, curating, and broadcasting digital music festivals and events across its platform which has resulted in the growth in the number of live events streamed, related sponsorship revenue and overall viewership. The Company also launched a new pay-per-view (“PPV) offering in May 2020, enabling new forms of artist revenue including digital tickets, tipping, digital meet and greet and merchandise sales. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the Company’s results of operations, financial position and liquidity. On March 27, 2020, the CARES Act was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and does not anticipate the associated impacts, if any, will have a material effect on its provision for income taxes. On December 29, 2020 the Consolidated Appropriations Act (“CAA”) was enacted in the United States. The CAA provides numerous tax provisions and most notably for the Company changes the tax treatment of those expenses paid for with a PPP loan from non-deductible to deductible. The Company is in the process of evaluating the provisions of the CAA including second draw Paycheck Protection Program loans and potential eligibility for Employee Retention Credits and does not anticipate the other provisions included will have a material impact on its provision for income taxes. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, inventory calculations and reserves, 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. Given the overall uncertainty surrounding the COVID-19 pandemic, there is a reasonable possibility that actual results could differ from those estimates and such differences could be material to the financial position and results of operations, specifically in assessing when the collectability of revenue related consideration is probable, and the impairment assessment of goodwill, indefinite lived assets or long-lived assets that are depreciated or amortized. |
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 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 and is evaluated on a transaction by transaction basis. 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, sponsorship, and merchandising streams and may act as principal or agent for its ticketing/live events, advertising and licensing revenue streams. The Company’s revenue is principally derived from the following services: Subscription Services Subscription services revenue substantially consist of monthly to annual recurring subscription fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring subscription fees collected in advance and recognizes them in the period earned. Subscription revenue is recognized in the period of services rendered. The Company’s subscription revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes subscription revenue straight-line through the subscription period. Subscription Services consist of: Direct subscriber, mobile service provider and mobile app services The Company generates revenue for subscription services on both a direct basis and through subscriptions sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For subscriptions sold through the Mobile Providers, the subscriber executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the subscriber upon purchase of the subscription. The Mobile Providers promote the Slacker app through their e-store, process payments for subscriptions, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the subscriber is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the subscriber. Subscription revenues from monthly subscriptions sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the subscription is sold on a direct basis or through Mobile Providers. Subscriptions sold on a direct basis require payment before the services are delivered to the customer. The payment terms for subscriptions sold through Mobile Providers vary, but are generally payable within 30 days. Third-Party Original Equipment Manufacturers The Company generates revenue for subscription services through subscriptions sold through a third-party Original Equipment Manufacturer (the “OEM”). For subscriptions sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the subscription. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid subscription. 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. 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. Additionally, following the acquisition of PodcastOne, the Company began deriving revenue from podcast advertising. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions. From time to time we enter into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized based on delivery of impressions and in the same manner as described above. Services received are charged to expense when received or utilized. If services are received prior to the delivery of impressions, a liability is recorded. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Total revenues related to barter transactions were $3.5 million for the year ended March 31, 2021. We did not enter into any barter transactions during the year ended March 31, 2020. Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream its live music services. 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. Sponsorship Revenue Sponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach our customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions. Merchandising Revenue Revenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the consolidated statements of operations. The Company's customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2021 was less than $0.1 million. Ticket/Event Revenue Ticket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under one of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits. Revenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor. Revenue from our ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online pay-per-view (“PPV”) tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, we allocate the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is not readily determinable, it is estimated using observable inputs including an adjusted market based approach, expected cost plus margin, or the residual approach. Cost of Sales Cost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company’s customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of March 31, 2021, and 2020, the Company accrued $12.3 million and $13.1 million of royalties, respectively, due to artists from use of Slacker’s radio services. Cost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions. Cost of sales for the Company’s merchandising revenue includes purchase costs and related direct costs. Direct costs include all costs for personalization, production, planning, quality control, fulfillment and inbound freight. Sales and Marketing Sales and Marketing include the direct and indirect costs related to the Company’s product and event advertising and marketing. Additionally, sales and marketing include merchandising advertising and royalty costs. 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. Compensation expense resulting from granted restricted stock units and restricted stock awards is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”). Forfeitures are recognized as incurred. Stock option awards issued to non-employees are accounted for at grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company’s Statements of Operations in the period that includes the enactment date. Net Income (Loss) Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes would be excluded from the diluted earnings per share calculation because their effect is anti-dilutive. At March 31, 2021 and 2020, the Company had 0 and 167,363 warrants outstanding, 3,946,584 and 4,428,334 options outstanding, respectively, 4,512,916 and 4,530,705 restricted stock units outstanding, respectively, 0 and 24,675 restricted stock awards outstanding, respectively, and 5,723,685 and 4,206,437 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, estimates of terminal values, and royalty rates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 (in thousands): 2021 2020 Cash and cash equivalents $ 18,635 $ 5,702 Restricted cash 135 6,735 Total cash and cash equivalents and restricted cash $ 18,770 $ 12,437 Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of March 31, 2021 and 2020, the Company had restricted cash of $0.1 million and $6.7 million, respectively. The decrease in restricted cash as of March 31, 2021 as compared to March 31, 2020, was a result of the repayment of the senior secured convertible debentures in August 2020 (see Note 9 –Senior Secured Convertible Debentures). Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its subscription receivables. At March 31, 2021, the Company had two customers that made up 21% and 15% of the total accounts receivable balance. At March 31, 2020, the Company had two customers that made up 22% and 57% of the total accounts receivable balance. The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 (in thousands): 2021 2020 Accounts receivable $ 10,679 $ 4,109 Less: Allowance for doubtful accounts 112 220 Accounts receivable, net $ 10,567 $ 3,889 Inventories Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value. Inventories are relieved on a first-in, first-out basis. The carrying value of inventories is reduced for any excess and obsolete inventory. Excess and obsolete reductions are determined based on currently available information, including the likely method of disposition, such as through sales to individual customers and liquidations, and the age of inventory. 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 years ended March 31, 2021 and 2020, the Company capitalized $3.4 million and $2.8 million of internal use software, respectively. Goodwill and Indefinite-Lived Assets 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 and is carried at cost. Acquired trademarks and trade names are assessed as indefinite lived assets if there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are not amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at January 1 of each year. Our annual goodwill impairment test is performed at the reporting unit level. As of March 31, 2021 and 2020, our single reporting unit is the same as our operating segment, as described in Note 19. We generally test goodwill for possible impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting unit is determined using a market approach based on quoted prices in active markets. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Based on our annual impairment assessment, no impairments of goodwill were identified in the fiscal years ended March 31, 2021 and 2020. Estimations and assumptions regarding, future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used. We test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is not performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Based on our annual impairment assessment, no impairments of acquired trademarks and trade names were identified in the fiscal years ended March 31, 2021 and 2020. Intangible Assets with Finite Useful Lives The Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements 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, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 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. In our assessment for potential impairment we identified triggering events due to the events resulting from the global COVID-19 pandemic which caused the temporary halting of car production of our OEM partner as well as overall advertising spend decrease from our advertising partners. No impairment losses have been recorded in the fiscal years ended March 31, 2021 and 2020. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown, which may impair the Company’s asset values, including intangible assets. Deferred Revenue and Costs Deferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight line over the remaining contractual term or estimated customer life of an agreement. In the event the Company receives cash in advance of providing its music services, the Company will also defer an amount of such future royalty and costs to 3rd party music labels, publishers and other providers on its balance sheets. Deferred costs are amortized to expense concurrent with the recognition of the related revenue and the expense is included in cost of sales. Fair Value Measurements - Valuation Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Concentration of Credit Risk The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. Seasonality Our CPS merchandising business is affected by seasonality, which typically results in higher sales volume during our third quarter, which ends December 31. Adoption of New Accounting Pronouncements 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. |
Cost of Sales | Cost of Sales Cost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company’s customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of March 31, 2021, and 2020, the Company accrued $12.3 million and $13.1 million of royalties, respectively, due to artists from use of Slacker’s radio services. Cost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions. Cost of sales for the Company’s merchandising revenue includes purchase costs and related direct costs. Direct costs include all costs for personalization, production, planning, quality control, fulfillment and inbound freight. |
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. Additionally, sales and marketing include merchandising advertising and royalty costs. |
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. Compensation expense resulting from granted restricted stock units and restricted stock awards is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”). Forfeitures are recognized as incurred. Stock option awards issued to non-employees are accounted for at grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company’s Statements of Operations in the period that includes the enactment date. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes would be excluded from the diluted earnings per share calculation because their effect is anti-dilutive. At March 31, 2021 and 2020, the Company had 0 and 167,363 warrants outstanding, 3,946,584 and 4,428,334 options outstanding, respectively, 4,512,916 and 4,530,705 restricted stock units outstanding, respectively, 0 and 24,675 restricted stock awards outstanding, respectively, and 5,723,685 and 4,206,437 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, estimates of terminal values, and royalty rates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 (in thousands): 2021 2020 Cash and cash equivalents $ 18,635 $ 5,702 Restricted cash 135 6,735 Total cash and cash equivalents and restricted cash $ 18,770 $ 12,437 |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of March 31, 2021 and 2020, the Company had restricted cash of $0.1 million and $6.7 million, respectively. The decrease in restricted cash as of March 31, 2021 as compared to March 31, 2020, was a result of the repayment of the senior secured convertible debentures in August 2020 (see Note 9 –Senior Secured Convertible Debentures). |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its subscription receivables. At March 31, 2021, the Company had two customers that made up 21% and 15% of the total accounts receivable balance. At March 31, 2020, the Company had two customers that made up 22% and 57% of the total accounts receivable balance. The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 (in thousands): 2021 2020 Accounts receivable $ 10,679 $ 4,109 Less: Allowance for doubtful accounts 112 220 Accounts receivable, net $ 10,567 $ 3,889 |
Inventories | Inventories Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value. Inventories are relieved on a first-in, first-out basis. The carrying value of inventories is reduced for any excess and obsolete inventory. Excess and obsolete reductions are determined based on currently available information, including the likely method of disposition, such as through sales to individual customers and liquidations, and the age of inventory. |
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 years ended March 31, 2021 and 2020, the Company capitalized $3.4 million and $2.8 million of internal use software, respectively. |
Goodwill and Indefinite-Lived Assets | Goodwill and Indefinite-Lived Assets 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 and is carried at cost. Acquired trademarks and trade names are assessed as indefinite lived assets if there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are not amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment testing at January 1 of each year. Our annual goodwill impairment test is performed at the reporting unit level. As of March 31, 2021 and 2020, our single reporting unit is the same as our operating segment, as described in Note 19. We generally test goodwill for possible impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting unit is determined using a market approach based on quoted prices in active markets. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Based on our annual impairment assessment, no impairments of goodwill were identified in the fiscal years ended March 31, 2021 and 2020. Estimations and assumptions regarding, future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used. We test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is not performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Based on our annual impairment assessment, no impairments of acquired trademarks and trade names were identified in the fiscal years ended March 31, 2021 and 2020. |
Intangible Assets with Finite Useful Lives | Intangible Assets with Finite Useful Lives The Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements 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, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 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. In our assessment for potential impairment we identified triggering events due to the events resulting from the global COVID-19 pandemic which caused the temporary halting of car production of our OEM partner as well as overall advertising spend decrease from our advertising partners. No impairment losses have been recorded in the fiscal years ended March 31, 2021 and 2020. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown, which may impair the Company’s asset values, including intangible assets. |
Deferred Revenue and Costs | Deferred Revenue and Costs Deferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight line over the remaining contractual term or estimated customer life of an agreement. In the event the Company receives cash in advance of providing its music services, the Company will also defer an amount of such future royalty and costs to 3rd party music labels, publishers and other providers on its balance sheets. Deferred costs are amortized to expense concurrent with the recognition of the related revenue and the expense is included in cost of sales. |
Fair Value Measurements - Valuation Hierarchy | Fair Value Measurements - Valuation Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Concentration of Credit Risk 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. Seasonality Our CPS merchandising business is affected by seasonality, which typically results in higher sales volume during our third quarter, which ends December 31. Adoption of New Accounting Pronouncements 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. |
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. |
Seasonality | Seasonality Our CPS merchandising business is affected by seasonality, which typically results in higher sales volume during our third quarter, which ends December 31. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements 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 was effective for public business entities for fiscal years ending after December 15, 2019. For all other entities, the ASU was effective for annual reporting periods ending after December 15, 2020. The Company adopted this guidance in the first quarter of 2021. The adoption of this standard did not have a material impact to the consolidated financial statements. |
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, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on the Company’s consolidated financial statements. In November 2019, the FASB issued ASU 2019-10 which amends the effective dates for the accounting standard, and ASU 2019-11 which clarifies narrow issues within the new credit losses standard. 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 December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have upon its financial position and results of operations, if any. In August 2020, The Financial Accounting Standards Board issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under the update, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. The update also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the computation of diluted EPS. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this ASU affect a wide variety of Topics in the Codification. This ASU contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments in this ASU do not change GAAP and, therefore, are not expected to result in a significant change in practice. However, the FASB is aware that some entities may have applied the guidance being amended in an inconsistent manner. The inconsistent application of the guidance may result in some entities changing their current accounting practices and financial statement reporting. Therefore, the FASB is providing transition guidance for all the amendments in this ASU. The amendments in Sections B and C of this ASU are effective for annual periods beginning after December 15, 2020, for public business entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments in this ASU is permitted for public business entities for any annual or interim period for which financial statements have not been issued. For all other entities, early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this ASU should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures, as well as the timing of adoption and the application method. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the U.S. Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | 2021 2020 Cash and cash equivalents $ 18,635 $ 5,702 Restricted cash 135 6,735 Total cash and cash equivalents and restricted cash $ 18,770 $ 12,437 |
Schedule of accounts receivable | 2021 2020 Accounts receivable $ 10,679 $ 4,109 Less: Allowance for doubtful accounts 112 220 Accounts receivable, net $ 10,567 $ 3,889 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Year Ended 2021 2020 Revenue Subscription services $ 33,577 $ 35,904 Advertising 20,779 2,167 Merchandising 5,168 - Sponsorship and Licensing 3,878 301 Ticket/Event 1,828 287 Total Revenue $ 65,230 $ 38,659 |
Schedule of contract liabilities balances | Contract Liabilities Balance as of April 1, 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 949 Balance as of March 31, 2020 949 Revenue recognized that was included in the contract liability at beginning of period (949 ) Increase due to cash received, excluding amounts recognized as revenue during the period 1,262 Balance as of March 31, 2021 $ 1,262 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of consideration of common stock | Fair Value of Consideration Transferred: Common stock $ 14,991 Contingent consideration 1,100 Total $ 16,091 Fair Value of Consideration Transferred: Common stock $ 6,391 Additional paid-in capital – common stock to be issued 313 Contingent consideration 1,654 Total $ 8,358 |
Schedule of fair value of the assets acquisition | Asset Type Weighted Fair Value Cash and cash equivalents $ 1,286 Accounts receivable 3,951 Prepaid expense and other assets 316 Property and equipment 119 Content creator relationships 1.6 772 Trade name 10 1,010 Goodwill 12,042 Accounts payable and accrued liabilities (2,934 ) Deferred tax asset 972 Allowance for deferred tax asset (972 ) Note payable (471 ) Net assets acquired $ 16,091 Asset Type Weighted Fair Value Cash and cash equivalents $ 1,132 Accounts receivable 6,153 Inventories 2,600 Prepaid expense 29 Property and equipment 585 Wholesale relationship 6 2,500 Domain name 10 400 Customer list 5 172 Goodwill 905 Other assets 53 Right of use asset 1,086 Lease liability (1,086 ) Accounts payable (5,067 ) Deferred tax liability (388 ) Other liabilities (716 ) Net assets acquired $ 8,358 Asset Type Fair Value Cash $ 138 Accounts receivable 101 Prepaid expense and other assets 37 Property and equipment 17 Brands names 1,500 Non-compete agreement 250 Fan database 230 Accounts payable and accrued liabilities (221 ) Deferred tax liability (107 ) Gain on bargain purchase, net of tax (404 ) Net assets acquired $ 1,541 |
Schedule of revenues, net loss and earnings per share | Year Ended March 31, 2021 2020 Revenues $ 83,050 $ 57,823 Net loss (41,801 ) (42,025 ) Net loss per share – basic and diluted $ (0.61 ) $ (0.72 ) Year Ended March 31, 2021 2020 Revenues $ 69,953 $ 63,985 Net loss (42,656 ) (40,398 ) Net loss per share – basic and diluted (0.62 ) $ (0.65 ) Year Ended 2020 Revenues $ 52,727 Net loss (42,476 ) Net loss per share – basic and diluted (0.76 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of March 31, 2021 2020 Property and equipment, net Computer, machinery, and software equipment 5,277 4,793 Furniture and fixtures 141 127 Leasehold improvements 531 316 Capitalized internally developed software 10,154 6,718 Total property and equipment 16,103 11,954 Less accumulated depreciation and amortization (11,736 ) (8,557 ) Total property and equipment, net $ 4,367 $ 3,397 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Goodwill Balance as of April 1, 2019 $ 9,672 Acquisitions - Balance as of March 31, 2020 $ 9,672 Acquisitions 12,947 Balance as of March 31, 2021 $ 22,619 |
Schedule of changes in carrying amount of indefinite-lived intangible assets | Tradenames Balance as of April 1, 2019 $ 4,637 Acquisitions - Impairment losses - Balance as of March 31, 2020 $ 4,637 Acquisitions - Impairment losses - Balance as of March 31, 2021 $ 4,637 |
Schedule of finite-lived intangible assets | Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,281 $ 12,533 $ 6,748 Intellectual property (patents) 5,366 1,163 4,203 Customer relationships 6,570 5,652 918 Content creator relationships 772 371 401 Domain names 429 31 398 Brand and trade names 2,571 253 2,318 Non-compete agreement 250 97 153 Customer list 2,903 211 2,692 Total $ 38,142 $ 20,311 $ 17,831 Gross Carrying Value Accumulated Amortization Net Carrying Value Software $ 19,280 $ 8,674 $ 10,606 Intellectual property (patents) 5,366 805 4,561 Customer relationships 6,570 5,128 1,442 Domain names 29 13 16 Brand and trade names 1,500 17 1,483 Non-compete agreement 250 14 236 Fan database 230 13 217 Total $ 33,225 $ 14,664 $ 18,561 |
Schedule of estimated future amortization expense | For Years Ended March 31, 2022 $ 6,006 2023 4,482 2024 1,024 2025 1,058 2026 1,084 Thereafter 4,177 $ 17,831 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | March 31, March 31, 2021 2020 Accounts payable $ 18,541 $ 26,703 Accrued liabilities 13,786 3,938 Lease liabilities, current 319 82 Total $ 32,646 $ 30,723 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Note Payable [Abstract] | |
Schedule of notes payable | March 31, March 31, 2021 2020 Senior promissory note $ 351 $ 331 SBA loan 153 - PPP loans 3,110 - 3,614 331 Less: Current portion of Notes payable (2,729 ) (331 ) Notes payable $ 885 $ - |
Senior Secured Convertible De_2
Senior Secured Convertible Debentures (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Senior Secured Convertible Debentures [Abstract] | |
Schedule of senior secured convertible debentures | March 31, March 31, 2021 2020 Senior Secured Convertible Debentures Senior Secured Convertible Debentures $ - $ 10,118 Accrued interest - 101 Fair Value of Embedded Derivatives - 524 Less: Discount - (1,518 ) Net - 9,225 Less: Senior Secured Convertible Debentures, current - (2,720 ) Senior Secured Convertible Debentures, long-term $ - $ 6,505 |
Unsecured Convertible Notes (Ta
Unsecured Convertible Notes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of unsecured convertible notes payable | March 31, March 31, 2021 2020 Unsecured Convertible Notes - Related Party (A) 8.5% Unsecured Convertible Note - Due May 31, 2022 $ 4,397 $ 4,120 (B) 8.5% Unsecured Convertible Notes - Due May 31, 2022 1,104 1,035 Less: Discount - (41 ) Net 5,501 5,114 Unsecured Convertible Promissory Note $ 2,000 $ 2,000 Accrued interest 186 24 Less: Discount (223 ) (485 ) Fair Value of Embedded Derivatives 13 141 Net 1,976 1,680 Unsecured Convertible Promissory Notes, Net $ 7,477 $ 6,794 Unsecured Convertible Promissory Notes, Net, Current 1,976 - Unsecured Convertible Promissory Notes, Net, Long-Term $ 5,501 $ 6,794 |
Senior Secured Convertible No_2
Senior Secured Convertible Notes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Senior Secured Convertible Notes [Abstract] | |
Schedule of senior secured convertible notes | March 31, March 31, 2021 2020 Senior Secured Convertible Notes $ 15,000 $ - Accrued interest 319 - Fair value of embedded derivatives 118 - Less: Discount (2,071 ) - Net 13,366 - Less: Current Portion, accrued interest (319 ) - Senior Secured Convertible Notes, long-term $ 13,047 $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Lease Of Lessee Disclosure [Abstract] | |
Schedule of operating lease costs | Year Ended March 31, 2021 2020 Fixed rent cost $ 507 94 Short term lease cost 281 352 Total operating lease cost $ 788 446 |
Schedule of supplemental balance sheet information related to leases | Operating leases March 31, March 31, Operating lease right-of-use assets $ 1,057 127 Operating lease liability, current $ 319 82 Operating lease liability, noncurrent 742 45 Total operating lease liabilities $ 1,061 127 |
Schedule of maturities of operating lease liabilities | For Years Ending March 31, 2022 396 2023 358 2024 320 2025 93 Total lease payments 1,167 Less: imputed interest (106 ) Present value of operating lease liabilities $ 1,061 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other long term liabilities | March 31, March 31, 2021 2020 Due to Music Partner $ 3,937 $ - Other long-term liabilities 2,422 - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders’ Equity (Tables) [Line Items] | |
Schedule of option grants made to employees | Year Ended March 31, 2021 2020 Number of options granted 350,000 195,000 Weighted-average exercise price per share $ 4.11 $ 2.39 Weighted-average grant date fair value per share $ 1.85 $ 1.14 Year Ended March 31, 2021 2020 Number of units granted 1,914,136 4,048,306 Weighted-average grant date fair value per share $ 3.15 $ 2.12 |
Schedule of grant date fair value of each of these option grants | Year Ended March 31, 2021 2020 Expected volatility 53.97% - 73.61 % 47.79% - 50.62 % Dividend yield 0.00 % 0.00 % Risk-free rate 0.22% - 0.46 % 0.37% - 1.88 % Expected term (in years) 5.25 - 7.00 5.50 - 7.00 |
Schedule of activity of our restricted stock units issued | Number of Shares Outstanding as of April 1, 2019 1,337,391 Granted 4,048,306 Vested (761,583 ) Cancelled (93,409 ) Outstanding as of March 31, 2020 4,530,705 Granted 1,914,136 Vested (1,641,082 ) Cancelled (290,843 ) Outstanding as of March 31, 2021 4,512,916 Number of Shares Outstanding as of April 1, 2019 - Granted 24,675 Outstanding as of March 31, 2020 24,675 Granted - Vested - Cancelled (24,675 ) Outstanding as of March 31, 2021 - |
Schedule of issuances of its restricted common stock to employees | Number of Shares Weighted- Unvested as of April 1, 2019 15,278 $ 5.01 Granted - - Vested (15,278 ) 5.01 Forfeited or expired - - Unvested as of March 31, 2020 - - Granted - - Vested - - Forfeited or expired - - Unvested as of March 31, 2021 - - |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted- Balance outstanding, April 1, 2019 167,363 $ 4.01 1.94 Granted - - - Exercised - - - Forfeited/expired - - - Balance outstanding, March 31, 2020 167,363 4.01 0.94 Granted - - - Exercised - - - Forfeited/expired (167,363 ) 4.01 0.94 Balance outstanding, March 31, 2021 - - - Exercisable, March 31, 2021 - - - |
Options to Employees [Member] | |
Stockholders’ Equity (Tables) [Line Items] | |
Schedule of option grants made to employees | Number of Shares Weighted- Outstanding as of April 1, 2019 4,880,001 $ 3.95 Granted 195,000 2.39 Exercised - - Forfeited or expired (671,667 ) 4.87 Outstanding as of March 31, 2020 4,403,334 3.74 Granted 350,000 4.11 Exercised (654,250 ) 3.90 Forfeited or expired (177,500 ) 4.00 Outstanding as of March 31, 2021 3,921,584 3.74 Exercisable as of March 31, 2021 3,454,170 3.75 Number of Shares Weighted- Outstanding as of April 1, 2019 101,667 $ 4.00 Granted - - Exercised - - Forfeited or expired (76,667 ) 4.00 Outstanding as of March 31, 2020 25,000 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2021 25,000 4.00 Exercisable as of March 31, 2021 25,000 4.00 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of pretax loss and income tax (benefit) expense | Year Ended March 31, 2021 2020 Loss before income taxes: Domestic $ (42,165 ) $ (39,119 ) Foreign - - Total loss before income taxes $ (42,165 ) $ (39,119 ) The provision for income taxes consisted of the following: Current U.S. Federal $ - $ - State 14 18 Foreign - - Total Current 14 18 Deferred: U.S. Federal (330 ) (96 ) State (29 ) (114 ) Foreign - - Total Deferred (359 ) (210 ) Total provision for income taxes $ (345 ) $ (192 ) |
Schedule of income taxes expected at U.S. statutory income tax rates and the income tax provision | Year Ended March 31, 2021 2020 Income taxes computed at Federal statutory rate $ (8,855 ) $ (8,214 ) State tax — net of federal benefit (888 ) (839 ) State minimum taxes 14 18 Change in tax rates (375 ) 926 Change in valuation allowance 7,165 5,959 Permanent differences 2,594 1,958 Total provision for income taxes $ (345 ) $ (192 ) |
Schedule of deferred income tax assets and liabilities | Year Ended March 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 25,994 $ 20,370 Property and equipment 307 190 Accruals and reserves 2,060 716 Stock compensation 4,653 4,845 163 (j) interest expense carryforwards 832 378 Charitable contribution carryforward 63 7 Capital loss carryforward 522 509 Gross deferred tax assets 34,431 27,015 Deferred tax liabilities: Intangible assets (4,951 ) (5,032 ) Net deferred tax assets 29,480 21,983 Valuation allowance (29,617 ) (22,091 ) Net deferred tax liability $ (137 ) $ (108 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial liabilities are measured at fair value on a recurring basis | March 31, 2021 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration liability from PodcastOne acquisition $ 2,423 $ - $ - $ 2,423 Contingent consideration liability from CPS acquisition 2,513 - - 2,513 Bifurcated embedded derivative on senior secured convertible notes payable 118 - - 118 Bifurcated embedded derivative on unsecured convertible note payable 13 - - 13 $ 5,067 $ - $ - $ 5,067 March 31, 2020 Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Bifurcated embedded derivative on senior secured convertible debentures $ 524 $ - $ - $ 524 Bifurcated embedded derivative on unsecured convertible note payable 141 - - 141 $ 665 $ - $ - $ 665 |
Schedule of financial liabilities | Amount Balance as of April 1, 2019 $ 586 Additions - unsecured convertible note payable 65 Total fair value adjustments reported in earnings 14 Balance as of March 31, 2020 665 Initial measurement of contingent consideration from PodcastOne acquisition on July 1, 2020 1,100 Initial measurement of contingent consideration from CPS acquisition on December 22, 2020 1,654 Initial measurement of embedded derivatives on senior secured convertible notes issued on September 15, 2020 671 Total fair value adjustments reported in earnings 977 Balance as of March 31, 2021 $ 5,067 |
Schedule of derivatives on senior secured convertible debentures | March 31, March 31, 2021 2020 Bifurcated embedded derivative on senior secured convertible debentures Market yield - 27.4 % Bifurcated embedded derivative on senior secured convertible notes payable Market yield 17.0 % - Bifurcated embedded derivative on unsecured convertible note payable Market yield 26.5 % 43.9 % |
Schedule of fair value measurement option for financial assets or liabilities | March 31, 2021 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Senior secured convertible notes payable, net 13,047 - - 20,228 Unsecured convertible notes payable related party, net 5,501 - - 9,216 Unsecured convertible note payable 1,976 - - 2,167 March 31, 2020 Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Senior secured convertible debentures, net 8,701 - - 9,254 Unsecured convertible notes payable, net 5,114 - - 4,451 Unsecured convertible note payable 1,539 - - 1,338 |
Schedule of fair value of each of the debentures and unsecured convertible | Year Ended March 31, 2021 2020 Senior secured convertible debentures, net (binomial lattice model): Market yield - 27.4 % Senior secured convertible notes payable, net (binomial lattice model): Market yield 17.0 % - Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton option pricing model): Market yield 23.0 % 41.6 % Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model): Market yield 26.5 % 43.9 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | Jul. 25, 2019 | Feb. 28, 2019 | Mar. 31, 2021 | Dec. 22, 2020 | Jul. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Organization and Basis of Presentation (Details) [Line Items] | |||||||
Cash, cash equivalents and restricted cash | $ 18,770 | $ 18,800 | $ 12,437 | $ 13,939 | |||
Net loss | 41,800 | ||||||
Utilized cash in operating activities | 9,500 | ||||||
Working capital deficiency | 15,700 | ||||||
Proceeds from Issuance or Sale of Equity | $ 150,000 | $ 121,500 | |||||
Sale of stock (in Shares) | 5,000,000 | 1,820,000 | |||||
Gross proceeds | $ 9,500 | $ 7,500 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Organization and Basis of Presentation (Details) [Line Items] | |||||||
Outstanding equity interest, percentage | 100.00% | 100.00% | 100.00% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | Custom Personalization Solutions Inc [Member] | |||||||
Organization and Basis of Presentation (Details) [Line Items] | |||||||
Outstanding equity interest, percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Barter transactions amount | $ 3,500,000 | |
Refund liability | 100,000 | |
Royalties due to artists | $ 12,300,000 | $ 13,100,000 |
Warrants outstanding (in Shares) | 0 | 167,363 |
Stock options outstanding (in Shares) | 3,946,584 | 4,428,334 |
Restricted stock units outstanding | $ 4,512,916 | $ 4,530,705 |
Restricted stock awards | $ 0 | $ 24,675 |
Common stock issuance (in Shares) | 5,723,685 | 4,206,437 |
Restricted cash and cash equivalents | $ 100,000 | $ 6,700,000 |
Capitalized internal use software | 3,400,000 | $ 2,800,000 |
Maximum insurance coverage on FDIC deposits | $ 250,000 | |
Customer contract description | The Company's customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. | |
Capitalized internal use software, description | straight-line basis over their three- to five-year estimated useful lives. | |
Buildings and Improvements [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Domain Names, Customer Lists and Software [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 5 years | |
Patents [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 15 years | |
Non-Compete Agreements [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 3 years | |
Intellectual Property [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 15 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Minimum [Member] | Computer Equipment [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Minimum [Member] | Wholesale Relationships [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 1 year | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Maximum [Member] | Computer Equipment [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Maximum [Member] | Wholesale Relationships [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Intangible assets finite useful lives | 6 years | |
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 21.00% | |
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 15.00% | 57.00% |
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 22.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash, cash equivalents and restricted cash - Cash and Cash Equivalents [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 18,635 | $ 5,702 |
Restricted cash | 135 | 6,735 |
Total cash and cash equivalents and restricted cash | $ 18,770 | $ 12,437 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 10,679 | $ 4,109 |
Less: Allowance for doubtful accounts | 112 | 220 |
Accounts receivable, net | $ 10,567 | $ 3,889 |
Revenue (Details)
Revenue (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Consolidated revenue percentage | 36.00% | 60.00% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Subscription services | $ 33,577 | $ 35,904 |
Advertising | 20,779 | 2,167 |
Merchandising | 5,168 | |
Sponsorship and Licensing | 3,878 | 301 |
Ticket/Event | 1,828 | 287 |
Total Revenue | $ 65,230 | $ 38,659 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract liabilities balances - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of contract liabilities balances [Abstract] | ||
Balance | $ 949 | $ 950 |
Revenue recognized that was included in the contract liability at beginning of period | (949) | (950) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 1,262 | 949 |
Balance | $ 1,262 | $ 949 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2020 | Feb. 05, 2020 | Dec. 22, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 30, 2020 |
Business Combinations (Details) [Line Items] | |||||||
Podcastone for net consideration | $ 16,100 | ||||||
Common stock, shares (in Shares) | 5,363,636 | ||||||
Common stock fair value | $ 14,600 | ||||||
Lack of marketability, percentage | 24.00% | 25.00% | 24.00% | ||||
Fair-valued | $ 1,100 | ||||||
Additional shares of common stock (in Shares) | 203,249 | ||||||
Additional value of common stock | $ 400 | $ 14,991 | |||||
Market price of common stock, description | after May 7, 2020 and ending on July 1, 2022, for five consecutive trading days the closing market price of the Company’s common stock exceeds $5.00 per share, an additional aggregate payment of $3.0 million in cash shall be paid to the sellers of PodcastOne in accordance with their respective pro rata percentage within five business days of the second anniversary of the closing date (July 1, 2022). | ||||||
Contingent fair value | $ 1,100 | ||||||
Credit yield, percentage | 21.90% | ||||||
Common stock exceeds (in Dollars per share) | $ 5 | ||||||
Charge to other income (expense) | $ 1,300 | ||||||
Other long-term liabilities | 2,400 | $ 5,900 | |||||
Net operating losses valuation allowance | 400 | ||||||
Decrease in valuation allowance | 400 | ||||||
Amortization of acquired intangible assets | $ 1,700 | $ 2,400 | |||||
Custom Personalization Solutions Inc [Member] | |||||||
Business Combinations (Details) [Line Items] | |||||||
Lack of marketability, percentage | 25.00% | ||||||
Additional shares of common stock (in Shares) | 110,000 | ||||||
Additional value of common stock | $ 300 | ||||||
Charge to other income (expense) | 900 | ||||||
Accounts receivable | 6,153 | ||||||
Restricted shares (in Shares) | 2,230,769 | ||||||
Restricted values | $ 6,400 | ||||||
Working capital | $ 4,000 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Business Combinations (Details) [Line Items] | |||||||
Equity interests, percentage | 100.00% | 100.00% | 100.00% | ||||
Accounts receivable | $ 4,000 | ||||||
Gross amount due under contracts | 4,200 | ||||||
Expected to uncollectible | $ 200 | ||||||
Description of business combination | The Company incurred less than $0.1 million in transaction costs associated with the PodcastOne and CPS acquisitions, respectively, which were expensed and included in General and Administrative in the Consolidated Statement of Operations for fiscal year ended March 31, 2021. | ||||||
Revenue | 300 | ||||||
Net loss | $ 2,900 | 600 | |||||
Transaction cost | 100 | $ 200 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Spring Awakening, LLC [Member] | |||||||
Business Combinations (Details) [Line Items] | |||||||
Description of business combination | the Company’s wholly owned subsidiary, LiveXLive Events, acquired React Presents and indirectly Spring Awakening, LLC, which is a wholly owned subsidiary of React Presents, for net consideration of $1.5 million consisting of (i) a $2 million convertible note payable with a fair value of $1.5 million and (ii) the assumption of React Presents’ liabilities of $0.2 million resulting in a pre-tax bargain purchase gain of $0.5 million. The acquisition is intended to augment and diversify the Company’s music operating segment. The Company accounted for the acquisition as a business combination. As the fair value of the net assets acquired were in excess of the consideration, a deferred tax liability was recorded and reduced the gain to $0.4 million. | ||||||
Custom Personalization Solutions Inc [Member] | |||||||
Business Combinations (Details) [Line Items] | |||||||
Accounts receivable | 6,200 | ||||||
Gross amount due under contracts | 6,500 | ||||||
Expected to uncollectible | 400 | ||||||
Description of business combination | The Company agreed to also issue up to approximately 577,000 additional shares of its restricted common stock, classified as contingent consideration, if CPS reports GAAP revenue of $20.0 million and $1.0 million of EBITDA (as defined in the purchase agreement) for its fiscal year ended December 31, 2020. Based on their likelihood of achievement, the number of shares reflect management’s current estimate and were valued at $1.7 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability. | ||||||
Accounts payable and accrued liabilities | 2,500 | ||||||
Revenue | 5,200 | ||||||
Net loss | 300 | ||||||
PodcastOne [Member] | |||||||
Business Combinations (Details) [Line Items] | |||||||
Revenue | $ 19,700 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of consideration of common stock $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
PodcastOne [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | $ 14,991 |
Contingent consideration | 1,100 |
Total | 16,091 |
CPS [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 6,391 |
Additional paid-in capital – common stock to be issued | 313 |
Contingent consideration | 1,654 |
Total | $ 8,358 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of fair value of the assets acquisition $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Podcast One [Member] | |
Business Combinations (Details) - Schedule of fair value of the assets acquisition [Line Items] | |
Cash and cash equivalents | $ 1,286 |
Accounts receivable | 3,951 |
Prepaid expense and other assets | 316 |
Property and equipment | $ 119 |
Weighted Average Amortization Period (Years), Content creator relationships | 1 year 219 days |
Content creator relationships | $ 772 |
Weighted Average Amortization Period (Years), Trade name | 10 years |
Trade name | $ 1,010 |
Goodwill | 12,042 |
Accounts payable and accrued liabilities | (2,934) |
Deferred tax asset | 972 |
Allowance for deferred tax asset | (972) |
Note payable | (471) |
Net assets acquired | 16,091 |
Custom Personalization Solutions Inc [Member] | |
Business Combinations (Details) - Schedule of fair value of the assets acquisition [Line Items] | |
Cash and cash equivalents | 1,132 |
Accounts receivable | 6,153 |
Inventories | 2,600 |
Prepaid expense | 29 |
Property and equipment | $ 585 |
Weighted Average Amortization Period (Years), Wholesale relationship | 6 years |
Wholesale relationship | $ 2,500 |
Weighted Average Amortization Period (Years), Domain name | 10 years |
Domain name | $ 400 |
Weighted Average Amortization Period (Years), Customer list | 5 years |
Customer list | $ 172 |
Goodwill | 905 |
Other assets | 53 |
Right of use asset | 1,086 |
Lease liability | (1,086) |
Accounts payable | (5,067) |
Deferred tax liability | (388) |
Other liabilities | (716) |
Net assets acquired | 8,358 |
React Presents [Member] | |
Business Combinations (Details) - Schedule of fair value of the assets acquisition [Line Items] | |
Accounts receivable | 101 |
Prepaid expense and other assets | 37 |
Property and equipment | 17 |
Brands names | 1,500 |
Non-compete agreement | 250 |
Fan database | 230 |
Deferred tax liability | (107) |
Gain on bargain purchase, net of tax | (404) |
Accounts payable and accrued liabilities | (221) |
Net assets acquired | 1,541 |
Cash | $ 138 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of revenues, net loss and earnings per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Acquisition of CPS [Member] | ||
Business Combinations (Details) - Schedule of revenues, net loss and earnings per share [Line Items] | ||
Revenues | $ 83,050 | $ 57,823 |
Net loss | $ (41,801) | $ (42,025) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.61) | $ (0.72) |
Acquisition of PodcastOne [Member] | ||
Business Combinations (Details) - Schedule of revenues, net loss and earnings per share [Line Items] | ||
Revenues | $ 69,953 | $ 63,985 |
Net loss | $ (42,656) | $ (40,398) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.62) | $ (0.65) |
Acquisition of React Presents [Member] | ||
Business Combinations (Details) - Schedule of revenues, net loss and earnings per share [Line Items] | ||
Revenues | $ 52,727 | |
Net loss | $ (42,476) | |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.76) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 3.2 | $ 2.1 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Property and equipment, net | ||
Total property and equipment | $ 16,103 | $ 11,954 |
Less accumulated depreciation and amortization | (11,736) | (8,557) |
Total property and equipment, net | 4,367 | 3,397 |
Computer, machinery, and software equipment [Member] | ||
Property and equipment, net | ||
Total property and equipment | 5,277 | 4,793 |
Furniture and fixtures [Member] | ||
Property and equipment, net | ||
Total property and equipment | 141 | 127 |
Leasehold improvements [Member] | ||
Property and equipment, net | ||
Total property and equipment | 531 | 316 |
Capitalized internally developed software [Member] | ||
Property and equipment, net | ||
Total property and equipment | $ 10,154 | $ 6,718 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense on its finite-lived intangible assets | $ 5.5 | $ 5.7 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of goodwill - Goodwill [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 9,672 | $ 9,672 |
Acquisitions | 12,947 | |
Ending Balance | $ 22,619 | $ 9,672 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of indefinite-lived intangible assets - Trade Names [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 4,637 | $ 4,637 |
Ending Balance | 4,637 | 4,637 |
Acquisitions | ||
Impairment losses |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 38,142 | $ 33,225 |
Accumulated Amortization | 20,311 | 14,664 |
Net Carrying Value | 17,831 | 18,561 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,281 | 19,280 |
Accumulated Amortization | 12,533 | 8,674 |
Net Carrying Value | 6,748 | 10,606 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,366 | 5,366 |
Accumulated Amortization | 1,163 | 805 |
Net Carrying Value | 4,203 | 4,561 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6,570 | 6,570 |
Accumulated Amortization | 5,652 | 5,128 |
Net Carrying Value | 918 | 1,442 |
Content creator relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 772 | |
Accumulated Amortization | 371 | |
Net Carrying Value | 401 | |
Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 429 | 29 |
Accumulated Amortization | 31 | 13 |
Net Carrying Value | 398 | 16 |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,571 | 1,500 |
Accumulated Amortization | 253 | 17 |
Net Carrying Value | 2,318 | 1,483 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 250 | 250 |
Accumulated Amortization | 97 | 14 |
Net Carrying Value | 153 | 236 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,903 | |
Accumulated Amortization | 211 | |
Net Carrying Value | $ 2,692 | |
Fan Database [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 230 | |
Accumulated Amortization | 13 | |
Net Carrying Value | $ 217 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details) - Schedule of estimated future amortization expense $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
2022 | $ 6,006 |
2023 | 4,482 |
2024 | 1,024 |
2025 | 1,058 |
2026 | 1,084 |
Thereafter | 4,177 |
Total | $ 17,831 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Accounts payable | $ 18,541 | $ 26,703 |
Accrued liabilities | 13,786 | 3,938 |
Lease liabilities, current | 319 | 82 |
Total | $ 32,646 | $ 30,723 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Millions | Jul. 01, 2020 | Apr. 13, 2020 | Mar. 20, 2021 | Jun. 17, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2015 | Dec. 31, 2014 |
Note Payable (Details) [Line Items] | |||||||||
Bears interest | 1.00% | ||||||||
Proceeds from a loan | $ 2 | $ 2 | |||||||
Balance is payable years | 2 years | ||||||||
Acquired cost | $ 0.8 | ||||||||
Loan matures | Apr. 26, 2020 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Note Payable (Details) [Line Items] | |||||||||
Aggregate principal amount | $ 0.4 | $ 0.3 | $ 0.2 | ||||||
Bears interest | 6.00% | ||||||||
Accrued interest | $ 0.1 | $ 0.1 | |||||||
Proceeds from a loan | $ 0.6 | $ 0.2 | |||||||
Balance is payable years | 30 years | ||||||||
Interest at a rate | 3.75% | 1.00% |
Note Payable (Details) - Schedu
Note Payable (Details) - Schedule of notes payable - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Note Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | $ 3,614 | $ 331 |
Less: Current portion of Notes payable | (2,729) | (331) |
Notes payable | 885 | |
Senior promissory note [Member] | ||
Note Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | 351 | $ 331 |
SBA loan [Member] | ||
Note Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | 153 | |
PPP loan [Member] | ||
Note Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | $ 3,110 |
Senior Secured Convertible De_3
Senior Secured Convertible Debentures (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 11, 2021 | Feb. 11, 2019 | Jun. 29, 2018 | Jun. 20, 2018 | Mar. 31, 2021 |
Senior Secured Convertible Debentures (Details) [Line Items] | |||||
Accrued interest percentage | 8.50% | ||||
Conversion price | $ 4.50 | ||||
Percentage of repayment penalty | 8.00% | ||||
Debt interest expense | $ 0.7 | ||||
Loss on extinguishment of debt | $ 1.5 | ||||
Securities Purchase Agreement [Member] | |||||
Senior Secured Convertible Debentures (Details) [Line Items] | |||||
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”). | |||
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. | ||||
Debenture mature date | Jun. 29, 2021 | ||||
Accrued interest percentage | 12.75% | ||||
Conversion price | $ 10 |
Senior Secured Convertible De_4
Senior Secured Convertible Debentures (Details) - Schedule of senior secured convertible debentures - Senior Secured Convertible Debentures [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Senior Secured Convertible Debentures | ||
Senior Secured Convertible Debentures | $ 10,118 | |
Accrued interest | 101 | |
Fair Value of Embedded Derivatives | 524 | |
Less: Discount | (1,518) | |
Net | 9,225 | |
Less: Senior Secured Convertible Debentures, current | (2,720) | |
Senior Secured Convertible Debentures, long-term | $ 6,505 |
Unsecured Convertible Notes (De
Unsecured Convertible Notes (Details) - USD ($) $ in Millions | Jan. 11, 2021 | Feb. 05, 2020 | Mar. 31, 2021 |
Debt Disclosure [Abstract] | |||
Total principal maturities of long-term borrowings for the year ended March 31, 2022 | $ 4.7 | ||
Total principal maturities of long-term borrowings for the year ended March 31, 2023 | 19.9 | ||
Total principal maturities of long-term borrowings for thereafter | $ 0.6 | ||
Unsecured convertible notes payable outstanding, description | As of March 31, 2020 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 below. The Trinad Notes are convertible into shares of the Company’s common stock at a fixed conversion price of $3.00 per share. (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 March 31, 2021, the balance due of $4.4 million, which included $1.0 million of accrued interest, was outstanding under the first Trinad Note. At March 31, 2020, the balance due of $4.1 million, which included $0.5 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 $1.1 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, 2022 (as discussed below). For the year ended March 31, 2021, the Company amortized less than $0.1 million of discount to interest expense, and the unamortized discount was fully amortized as of March 31, 2021. As of March 31, 2020, $0.1 million of accrued interest was added to the principal balance. | ||
Interest rate payable, percentage | 8.50% | ||
Loss on extinguishment of debt | $ 3.7 | ||
Unsecured convertible promissory note, description | React Presents issued a two-year $2 million Convertible Promissory Note (the “Note”), bearing annual interest at 8%. The purpose of the Note was to fund the acquisition of React Presents. All unpaid and outstanding principal and any unpaid and accrued interest are due on February 5, 2022. The Note is convertible by the holder at any time prior to maturity in part or in whole with the unpaid interest and principal convertible at a conversion price equal to $4.50 per share of the Company’s common stock, subject to certain protective adjustments. The Note may be prepaid in whole or in part in cash without penalty at any time prior to maturity. Any such prepayment will be applied to accrued interest first and then the principal. | ||
Interest rate payable, description | The Company has evaluated the Note and has determined that it includes two derivative instruments which are bifurcated from the underlying Debentures relating to provisions around an event of default and change of control. The Company has performed a fair value analysis using a binomial lattice calculation on the event of default derivative instrument using the following assumptions. Coupon Rate: 8.0%, Term: 2.0 years, Volatility: 100.0%, Market Rate: 27.7% and Probability of Default: 33.1%. The Company determined that at issuance, the fair value of the instruments was $0.1 million. | the Company performed a fair value analysis using a binomial lattice calculation on the derivative instruments using the following assumptions: Coupon Rate: 8.0%, Term: 0.85 years, Volatility: 90.2%, Market Rate: 26.5% and Probability of Default: 31.63%. The Company determined that as of the assessment date, the fair value is less than $0.1 million. |
Unsecured Convertible Notes (_2
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2021 | |
8.5% Unsecured Convertible Note [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Notes - Related Party | $ 4,120 | $ 4,397 |
8.5% Unsecured Convertible Notes [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Notes - Related Party | 1,035 | 1,104 |
Unsecured Convertible Notes - Related Party [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Less: Discount | (41) | |
Net | 5,114 | 5,501 |
Unsecured Convertible Promissory Note [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Promissory Note | 2,000 | 2,000 |
Accrued interest | 24 | 186 |
Less: Discount | (485) | (223) |
Fair Value of Embedded Derivatives | 141 | 13 |
Net | 1,680 | 1,976 |
Unsecured Convertible Promissory Notes, Net | 6,794 | 7,477 |
Unsecured Convertible Promissory Notes, Net, Current | 1,976 | |
Unsecured Convertible Promissory Notes, Net, Long-Term | $ 6,794 | $ 5,501 |
Senior Secured Convertible No_3
Senior Secured Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 15, 2020 | Mar. 31, 2021 | Jun. 29, 2018 | |
Senior Secured Convertible Notes (Details) [Line Items] | |||
Debt, description | the Company issued two-year senior secured convertible notes in the aggregate principal amount of $15.0 (the “Senior Notes”) with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners, Ltd. (collectively, the “Purchaser”). | ||
Certain fees including direct costs | $ 0.2 | ||
Legal costs | $ 0.2 | ||
Accrue interest percentage | 8.50% | ||
Conversion price of per share (in Dollars per share) | $ 4.50 | ||
Aggregate cash deposits | $ 10 | ||
Secured revolving credit facility | $ 7 | ||
Securities Purchase Agreement [Member] | |||
Senior Secured Convertible Notes (Details) [Line Items] | |||
Debt, description | The sale of the Senior Notes was completed pursuant to the Securities Purchase Agreement, dated as of July 2, 2020, as amended on July 30, 2020 (as amended, the “Senior SPA”), and (ii) issued to the Purchaser 800,000 shares (the “Shares”) of the Company’s common stock valued at $1.8 million. | ||
Conversion price of per share (in Dollars per share) | $ 10 | ||
Registration Rights Agreement [Member] | |||
Senior Secured Convertible Notes (Details) [Line Items] | |||
Debt, description | the Company is required to file with the SEC a resale Registration Statement on Form S-3 (or another suitable form) as soon as reasonably practical after the Closing Date, but in any event within 30 days after the Closing Date (the “Filing Date”), and have such Registration Statement be declared effective by the SEC on the date (the “Effectiveness Date”) which is the earlier of (i)(x) in the event that the initial Registration Statement is not subject to a full review by the SEC, 45 calendar days after the Filing Date, or (y) in the event that such initial Registration Statement is subject to a full review by the SEC, 90 calendar days after the Filing Date, and (ii) the fifth Business Day after the date the Company is notified by the SEC that such initial Registration Statement will not be reviewed or will not be subject to further review. Upon the occurrence of certain events (each an “Event”), including, but not limited to, that the initial Registration Statement is not filed prior to the Filing Date or is not declared effective by the SEC prior to the Effectiveness Date, the Company will be required to pay liquidated damages in cash to each of the Assignees in the amount of 2.0% of the purchase price of the Notes paid by such Assignee upon the date of the Event and then monthly thereafter until the Event is cured. In no event shall the aggregate amount of liquidated damages payable to each of the Assignees exceed in the aggregate 15% of the purchase price of the Notes paid by such Assignee. |
Senior Secured Convertible No_4
Senior Secured Convertible Notes (Details) - Schedule of senior secured convertible notes - Senior Secured Convertible Notes [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Senior Secured Convertible Notes (Details) - Schedule of senior secured convertible notes [Line Items] | ||
Senior Secured Convertible Notes | $ 15,000 | |
Accrued interest | 319 | |
Fair value of embedded derivatives | 118 | |
Less: Discount | (2,071) | |
Net | 13,366 | |
Less: Current Portion, accrued interest | (319) | |
Senior Secured Convertible Notes, long-term | $ 13,047 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases (Details) [Line Items] | ||
Operating lease expiring term | 1 year | |
Description of operating lease | On December 22, 2020, the Company acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, expiring June 30, 2024. | |
Rental expense for operating leases | $ 0.3 | |
Borrowing rate | 8.50% | |
Rent expense | $ 0.1 | $ 0.5 |
Slacker leases [Member] | ||
Leases (Details) [Line Items] | ||
Rental expense for operating leases | 0.5 | |
React Presents [Member] | ||
Leases (Details) [Line Items] | ||
Rental expense for operating leases | 0.1 | |
PodcastOne Leases [Member] | ||
Leases (Details) [Line Items] | ||
Rental expense for operating leases | $ 0.3 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of operating lease costs [Abstract] | ||
Fixed rent cost | $ 507 | $ 94 |
Short term lease cost | 281 | 352 |
Total operating lease cost | $ 788 | $ 446 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of supplemental balance sheet information related to leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,057 | $ 127 |
Operating lease liability, current | 319 | 82 |
Operating lease liability, noncurrent | 742 | 45 |
Total operating lease liabilities | $ 1,061 | $ 127 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of operating lease liabilities $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of maturities of operating lease liabilities [Abstract] | |
2022 | $ 396 |
2023 | 358 |
2024 | 320 |
2025 | 93 |
Total lease payments | 1,167 |
Less: imputed interest | (106) |
Present value of operating lease liabilities | $ 1,061 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 30, 2020 | Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||
Payment terms | extended over periods between 12 and 24 months | |
Other long-term liabilities | $ 5.9 | $ 2.4 |
Other Long-Term Liabilities (_2
Other Long-Term Liabilities (Details) - Schedule of other long term liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of other long term liabilities [Abstract] | ||
Due to Music Partner | $ 3,937 | |
Other long-term liabilities | $ 2,422 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 10, 2018 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Net revenues percentage | 50.00% | ||||
Contractual obligations, description | the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $7.1 million for the fiscal year ending March 31, 2022, $6.5 million for the fiscal year ending March 31, 2023, and $5.7 million for the fiscal year ending March 31, 2024. | ||||
Employment agreement, description | the Company has employment agreements with 4 named executive officers (“Section 16 Officers”) that provide annual salary payments of $1.7 million and target bonus compensation of up to $1.7 million for the year ending March 31, 2022, salary payments of $1.1 million and target bonus compensation of up to $1.1 million for the year ending March 31, 2023. Furthermore, such employment agreements contain severance clauses that could require severance payments in the aggregate amount of $11.0 million (excluding the value of potential payouts of discretionary bonuses, pro-rata bonuses, and potential accelerated vesting of equity awards granted to such executive officers). | ||||
Attorneys’ fees and costs | $ 200 | ||||
Ownership percentage | 36.00% | 60.00% | |||
Total damages claim amount | $ 26,700 | ||||
Mr. Schnaier [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Ownership percentage | 90.00% | ||||
Investment value | $ 1,250 | ||||
Third Parties [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Legal settlement expenses | $ 100 | $ 200 | |||
Minimum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Net revenues percentage | 35.00% | ||||
Maximum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Net revenues percentage | 50.00% | ||||
Forecast [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Guaranteed payments | $ 100 | $ 500 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 12 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Employee benefit 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’s matching contributions were not material to the financial statements for the years ended March 31, 2021 and 2020, respectively. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | Sep. 17, 2020shares | Jul. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020shares | Apr. 12, 2020shares | Jul. 25, 2019USD ($)$ / sharesshares | Apr. 11, 2018shares | Sep. 15, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares |
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Debt, description | the Company issued two-year senior secured convertible notes in the aggregate principal amount of $15.0 (the “Senior Notes”) with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners, Ltd. (collectively, the “Purchaser”). | |||||||||
Sale of common stock shares (in Shares) | shares | 5,000,000 | 1,820,000 | ||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 2.10 | |||||||||
Common stock gross proceeds | $ 10,500,000 | |||||||||
Common stock net proceeds | 9,500,000 | $ 7,500,000 | ||||||||
Common stock offering costs | $ 1,000,000 | |||||||||
Accounts payable and accrued liabilities | 1,800,000 | |||||||||
Incremental share-based compensation expense | $ 900,000 | |||||||||
Restricted stock units granted to key executive (in Shares) | shares | 1,150,000 | |||||||||
Number of shares issued and timing of vesting (in Shares) | shares | 464,557 | |||||||||
Aggregate number of shares of capital stock authority to issue shares (in Shares) | shares | 501,000,000 | |||||||||
Common stock, authorized (in Shares) | shares | 500,000,000 | 500,000,000 | ||||||||
Preferred stock authorized (in Shares) | shares | 10,000,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Repurchase of shares (in Shares) | shares | 2,000,000 | |||||||||
Occupancy Agreement [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Debt, description | During year ended March 31 2021, the Company issued 4,061,326 shares of its common stock and restricted common stock valued at $12.6 million to certain Company consultants and vendors of which $8.8 million relates to shares issued to settle accounts payable which includes the shares issued to MBRG Investors, LLC and the shares issued to a certain music partner and $3.8 million relates to shares issued in exchange for services and is included in share-based compensation. Additionally, the Company incurred $1.2 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. The remaining unrecognized compensation cost associated with restricted shares of common stock issued to consultants and vendors of $0.3 million is expected to be recorded over the next year as the shares vest. During the year ended March 31, 2020, the Company issued 1,709,146 shares of its restricted common stock valued at $4.2 million to certain Company consultants and vendors. Additionally, the Company had $0.4 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued at March 31, 2020. During the year ended March 31, 2020, Slacker entered into an amendment to an existing agreement with a certain licensor of music content (the “Music Partner”) which owns and licenses rights to Slacker to certain sound recordings. Pursuant to this amendment the Company issued the Music Partner $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. | |||||||||
Restricted stock awards [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Incremental share-based compensation expense | $ 300,000 | |||||||||
Investor [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Debt, description | In July 2020, the Company issued directly to a certain institutional investor and another investor a total of 1,820,000 shares of the Company’s common stock for net proceeds of approximately $7.3 million after offering costs at a price per share of $4.14. | |||||||||
Consultants [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Common restricted stock issued for services, shares (in Shares) | shares | 4,061,326 | 1,709,146 | ||||||||
Common restricted stock issued for services, value | $ 12,600,000 | $ 4,200,000 | ||||||||
Accounts payable and accrued liabilities | 1,200,000 | $ 400,000 | ||||||||
Unrecognized compensation cost | $ 300,000 | |||||||||
Music licensor [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Debt, description | In July 2020, the Company issued to a certain music licensor 2,415,459 shares (the “Shares”) of its common stock at a price of $3.28 per share, to satisfy the Company’s payment obligation in the amount of $10.0 million owed to such music licensor (the “Threshold Amount”). | |||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 4.51 | |||||||||
Common restricted stock issued for services, shares (in Shares) | shares | 400,000 | |||||||||
Guarantee payments and issued shares of common stock (in Shares) | shares | 264,000 | |||||||||
Key Executives [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Options granted (in Shares) | shares | 1,326,667 | |||||||||
No of key executives | 4 | |||||||||
Employees [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Common restricted stock issued for services, shares (in Shares) | shares | 0 | 0 | ||||||||
Minimum [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Weighted average service period | 5 years 3 months | 5 years 6 months | ||||||||
Original exercise period | 3 months | |||||||||
Maximum [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Weighted average service period | 7 years | 7 years | ||||||||
Original exercise period | 12 months | |||||||||
2016 Equity Incentive Plan [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Reserves total of common stock shares for issuance (in Shares) | shares | 12,600,000 | |||||||||
Number of shares issuance increase under the plan (in Shares) | shares | 5,000,000 | 5,599,030 | ||||||||
Total number of shares issuance increase under the plan (in Shares) | shares | 17,600,000 | |||||||||
Recognized share-based compensation expense to employees | $ 11,200,000 | $ 12,000,000 | ||||||||
Tax benefit recognized share-based compensation expense | $ 0 | $ 0 | ||||||||
Maximum contractual term | 10 years | |||||||||
Options Grants to Employees [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Unrecognized compensation cost | $ 1,000,000 | |||||||||
Weighted average service period | 6 years 255 days | |||||||||
Weighted-average remaining contractual term | 7 years | |||||||||
Options to employees exercisable | 6 years 255 days | |||||||||
Intrinsic value of options outstanding | $ 2,400,000 | |||||||||
Intrinsic value of options exercisable | $ 2,000,000 | |||||||||
Options Grants to Non-Employees [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Weighted-average remaining contractual term | 6 years 328 days | |||||||||
Intrinsic value of options outstanding | $ 0 | |||||||||
Intrinsic value of options exercisable | 0 | |||||||||
Restricted Stock [Member] | ||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||
Unrecognized compensation cost | $ 8,200,000 | |||||||||
Weighted average service period | 1 year 47 days |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of option grants made to employees - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of option grants made to employees [Line Items] | ||
Number of options granted (in Shares) | 350,000 | 195,000 |
Weighted-average exercise price per share | $ 4.11 | $ 2.39 |
Weighted-average grant date fair value per share | 1.85 | 1.14 |
Restricted Stock Units Grants [Member] | ||
Stockholders’ Equity (Details) - Schedule of option grants made to employees [Line Items] | ||
Weighted-average grant date fair value per share | $ 3.15 | $ 2.12 |
Number of units granted (in Shares) | 1,914,136 | 4,048,306 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of grant date fair value of each of these option grants | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of grant date fair value of each of these option grants [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of grant date fair value of each of these option grants [Line Items] | ||
Expected volatility | 53.97% | 47.79% |
Risk-free rate | 0.22% | 0.37% |
Expected term (in years) | 5 years 3 months | 5 years 6 months |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of grant date fair value of each of these option grants [Line Items] | ||
Expected volatility | 73.61% | 50.62% |
Risk-free rate | 0.46% | 1.88% |
Expected term (in years) | 7 years | 7 years |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of option grants made to employees - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employees [Member] | ||
Stockholders’ Equity (Details) - Schedule of option grants made to employees [Line Items] | ||
Number of Shares, Outstanding Beginning balance | 4,403,334 | 4,880,001 |
Weighted- Average Exercise Price per Share, Outstanding Beginning balance | $ 3.74 | $ 3.95 |
Number of Shares, Granted | 350,000 | 195,000 |
Weighted- Average Exercise Price per Share, Granted | $ 4.11 | $ 2.39 |
Number of Shares, Exercised | (654,250) | |
Weighted- Average Exercise Price per Share, Exercised | $ 3.90 | |
Number of Shares, Forfeited or expired | (177,500) | (671,667) |
Weighted- Average Exercise Price per Share, Forfeited or expired | $ 4 | $ 4.87 |
Number of Shares, Outstanding Ending balance | 3,921,584 | 4,403,334 |
Weighted- Average Exercise Price per Share, Outstanding Ending balance | $ 3.74 | $ 3.74 |
Number of Shares, Exercisable Ending balance | 3,454,170 | |
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ 3.75 | |
Non-Employees [Member] | ||
Stockholders’ Equity (Details) - Schedule of option grants made to employees [Line Items] | ||
Number of Shares, Outstanding Beginning balance | 25,000 | 101,667 |
Weighted- Average Exercise Price per Share, Outstanding Beginning balance | $ 4 | $ 4 |
Number of Shares, Granted | ||
Weighted- Average Exercise Price per Share, Granted | ||
Number of Shares, Exercised | ||
Weighted- Average Exercise Price per Share, Exercised | ||
Number of Shares, Forfeited or expired | (76,667) | |
Weighted- Average Exercise Price per Share, Forfeited or expired | $ 4 | |
Number of Shares, Outstanding Ending balance | 25,000 | 25,000 |
Weighted- Average Exercise Price per Share, Outstanding Ending balance | $ 4 | $ 4 |
Number of Shares, Exercisable Ending balance | 25,000 | |
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ 4 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of activity of our restricted stock units issued - shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted Stock Units Grants [Member] | ||
Stockholders’ Equity (Details) - Schedule of activity of our restricted stock units issued [Line Items] | ||
Outstanding | 4,530,705 | 1,337,391 |
Granted | 1,914,136 | 4,048,306 |
Vested | (1,641,082) | (761,583) |
Cancelled | (290,843) | (93,409) |
Outstanding | 4,512,916 | 4,530,705 |
Restricted Stock Awards [Member] | ||
Stockholders’ Equity (Details) - Schedule of activity of our restricted stock units issued [Line Items] | ||
Outstanding | 24,675 | |
Granted | 24,675 | |
Vested | ||
Cancelled | (24,675) | |
Outstanding | 24,675 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of issuances of its restricted common stock to employees - Employees [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of issuances of its restricted common stock to employees [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 15,278 | |
Weighted- Average Grant Date Fair Value per Share, Unvested, Beginning balance | $ 5.01 | |
Number of Shares, Granted | ||
Weighted- Average Grant Date Fair Value per Share, Granted | ||
Number of Shares, Vested | (15,278) | |
Weighted- Average Grant Date Fair Value per Share, Vested | $ 5.01 | |
Number of Shares, Forfeited or expired | ||
Weighted- Average Grant Date Fair Value per Share, Forfeited or expired | ||
Number of Shares, Unvested, Ending balance | ||
Weighted- Average Grant Date Fair Value per Share, Unvested, Ending balance |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of warrant activities - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Balance outstanding | 167,363 | 167,363 |
Weighted Average Exercise Price, Balance outstanding | $ 4.01 | $ 4.01 |
Weighted- Average Remaining Contractual Term (in years), Balance outstanding | 1 year 343 days | |
Number of Warrants, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted- Average Remaining Contractual Term (in years), Granted | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted- Average Remaining Contractual Term (in years), Exercised | ||
Number of Warrants, Forfeited/expired | (167,363) | |
Weighted Average Exercise Price, Forfeited/expired | $ 4.01 | |
Weighted- Average Remaining Contractual Term (in years), Forfeited/expired | 343 days | |
Number of Warrants, Balance outstanding | 167,363 | |
Weighted Average Exercise Price, Balance outstanding | $ 4.01 | |
Weighted- Average Remaining Contractual Term (in years), Balance outstanding | 343 days | |
Number of Warrants, Exercisable | ||
Weighted Average Exercise Price, Exercisable | ||
Weighted- Average Remaining Contractual Term (in years), Exercisable |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 113,000 | $ 78,700 |
Federal and state net operating loss carryforwards, description | The federal and state net operating loss carryforwards begin to expire on various dates beginning in 2024. Of the $113 million of federal net operating loss carryforwards, $54.1 million was generated in tax years beginning before March 31, 2018 and is subject to the 20-year carryforward period (“pre-Tax Act losses”), the remaining $58.9 million (“post-Tax Act losses”) can be carried forward indefinitely but is subject to the 80% taxable income limitation. | |
Income tax, description | The Company obtained $136 million and $2.6 million of net operating loss and credit carryforwards, respectively, through the acquisition of Slacker, Inc. in December 2017. Utilization of these losses is limited by Section 382 and 383 of the Code in fiscal year end March 31, 2018 and each taxable year thereafter. The Company has estimated a limitation and revalued the losses and credits at $22 million and $0, respectively. It is possible that the utilization of these NOL carryforwards and tax credits may be further limited. The Company will undertake a study to determine the applicable limitations, if any. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. | |
Valuation allowance | $ 29,617 | $ 22,091 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of pretax loss and income tax (benefit) expense - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Loss before income taxes: | ||
Domestic | $ (42,165) | $ (39,119) |
Foreign | ||
Total loss before income taxes | (42,165) | (39,119) |
Current | ||
U.S. Federal | ||
State | 14 | 18 |
Foreign | ||
Total Current | 14 | 18 |
Deferred: | ||
U.S. Federal | (330) | (96) |
State | (29) | (114) |
Foreign | ||
Total Deferred | (359) | (210) |
Total provision for income taxes | $ (345) | $ (192) |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of income taxes expected at U.S. statutory income tax rates and the income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of income taxes expected at U.S. statutory income tax rates and the income tax provision [Abstract] | ||
Income taxes computed at Federal statutory rate | $ (8,855) | $ (8,214) |
State tax — net of federal benefit | (888) | (839) |
State minimum taxes | 14 | 18 |
Change in tax rates | (375) | 926 |
Change in valuation allowance | 7,165 | 5,959 |
Permanent differences | 2,594 | 1,958 |
Total provision for income taxes | $ (345) | $ (192) |
Income Tax Provision (Details_3
Income Tax Provision (Details) - Schedule of deferred income tax assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 25,994 | $ 20,370 |
Property and equipment | 307 | 190 |
Accruals and reserves | 2,060 | 716 |
Stock compensation | 4,653 | 4,845 |
163 (j) interest expense carryforwards | 832 | 378 |
Charitable contribution carryforward | 63 | 7 |
Capital loss carryforward | 522 | 509 |
Gross deferred tax assets | 34,431 | 27,015 |
Deferred tax liabilities: | ||
Intangible assets | (4,951) | (5,032) |
Net deferred tax assets | 29,480 | 21,983 |
Valuation allowance | (29,617) | (22,091) |
Net deferred tax liability | $ (137) | $ (108) |
Business Segment and Geograph_2
Business Segment and Geographic Reporting (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Number of operating segment | 1 | |
Total revenues (in Dollars) | $ 65,230 | $ 38,659 |
OEM [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Total revenues (in Dollars) | $ 23,300 | $ 23,100 |
One External Customer [Member] | Sales Revenue, Net [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Number of customers | 1 | |
Customer Concentration Risk [Member] | One External Customer [Member] | Sales Revenue, Net [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value of financial liabilities are measured at fair value on a recurring basis - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | $ 2,423 | |
Contingent consideration liability from CPS acquisition | 2,513 | |
Bifurcated embedded derivative on senior secured convertible notes payable | 118 | $ 524 |
Bifurcated embedded derivative on unsecured convertible note payable | 13 | 141 |
Total | 5,067 | 665 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | ||
Contingent consideration liability from CPS acquisition | ||
Bifurcated embedded derivative on senior secured convertible notes payable | ||
Bifurcated embedded derivative on unsecured convertible note payable | ||
Total | ||
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | ||
Contingent consideration liability from CPS acquisition | ||
Bifurcated embedded derivative on senior secured convertible notes payable | ||
Bifurcated embedded derivative on unsecured convertible note payable | ||
Total | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | 2,423 | |
Contingent consideration liability from CPS acquisition | 2,513 | |
Bifurcated embedded derivative on senior secured convertible notes payable | 118 | 524 |
Bifurcated embedded derivative on unsecured convertible note payable | 13 | 141 |
Total | $ 5,067 | $ 665 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of financial liabilities [Abstract] | ||
Balance beginning | $ 665 | $ 586 |
Additions - unsecured convertible note payable | 65 | |
Total fair value adjustments reported in earnings | 977 | 14 |
Balance ending | 5,067 | $ 665 |
Initial measurement of contingent consideration from PodcastOne acquisition on July 1, 2020 | 1,100 | |
Initial measurement of contingent consideration from CPS acquisition on December 22, 2020 | 1,654 | |
Initial measurement of embedded derivatives on senior secured convertible notes issued on September 15, 2020 | $ 671 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of derivatives on senior secured convertible debentures | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of derivatives on senior secured convertible debentures [Abstract] | ||
Bifurcated embedded derivative on senior secured convertible debentures Market yield | 27.40% | |
Bifurcated embedded derivative on senior secured convertible notes payable Market yield | 17.00% | |
Bifurcated embedded derivative on unsecured convertible note payable Market yield | 26.50% | 43.90% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value measurement option for financial assets or liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Liabilities: | ||
Senior secured convertible notes payable, net | $ 13,047 | $ 8,701 |
Unsecured convertible notes payable related party, net | 5,501 | 5,114 |
Unsecured convertible note payable | 1,976 | 1,539 |
Level 1 [Member] | ||
Liabilities: | ||
Senior secured convertible notes payable, net | ||
Unsecured convertible notes payable related party, net | ||
Unsecured convertible note payable | ||
Level 2 [Member] | ||
Liabilities: | ||
Senior secured convertible notes payable, net | ||
Unsecured convertible notes payable related party, net | ||
Unsecured convertible note payable | ||
Level 3 [Member] | ||
Liabilities: | ||
Senior secured convertible notes payable, net | 20,228 | 9,254 |
Unsecured convertible notes payable related party, net | 9,216 | 4,451 |
Unsecured convertible note payable | $ 2,167 | $ 1,338 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of each of the debentures and unsecured convertible | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Senior secured convertible debentures, net (binomial lattice model): | ||
Market yield | 27.40% | |
Senior secured convertible notes payable, net (binomial lattice model): | ||
Market yield | 17.00% | |
Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton option pricing model): | ||
Market yield | 23.00% | 41.60% |
Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model): | ||
Market yield | 26.50% | 43.90% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2021 | Mar. 31, 2021 | May 26, 2021 | Apr. 27, 2021 | Mar. 31, 2020 |
Subsequent Events (Details) [Line Items] | |||||
Loans were forgiven | $ 2,500 | ||||
Principal amount | $ 2,729 | $ 331 | |||
Shares issued (in Shares) | 2,782,116 | ||||
Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Maturity date | Jun. 2, 2023 | ||||
Secured first lien revolving credit facility | $ 7,000 | ||||
Principal amount | $ 7,000,000 | ||||
Subordinated Lenders [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares issued (in Shares) | 60,000 | ||||
Common Stock, par value (in Dollars per share) | $ 0.001 | ||||
Modern Drummer Publications, Inc. [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Intent to acquire equity interest | 100.00% | ||||
Gramophone Media Inc., [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Intent to acquire equity interest | 100.00% | ||||
Senior Secured Convertible Notes [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Maturity date | Jun. 3, 2023 | ||||
Principal amount | $ 15,000 | ||||
Interest rate | 8.50% |