Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2021 | Feb. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | LIVEONE, INC. | |
Trading Symbol | LVO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 81,908,983 | |
Amendment Flag | false | |
Entity Central Index Key | 0001491419 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38249 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0657263 | |
Entity Address, Address Line One | 269 S. Beverly Dr., | |
Entity Address, Address Line Two | Suite #1450 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90212 | |
City Area Code | (310) | |
Local Phone Number | 601-2505 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 12,396 | $ 18,635 |
Restricted cash | 260 | 135 |
Accounts receivable, net | 17,868 | 10,567 |
Inventories | 2,897 | 2,568 |
Prepaid expense and other assets | 2,115 | 3,366 |
Total Current Assets | 35,536 | 35,271 |
Property and equipment, net | 4,752 | 4,367 |
Goodwill | 23,380 | 22,619 |
Intangible assets, net | 18,173 | 22,468 |
Other assets | 802 | 1,044 |
Total Assets | 82,643 | 85,769 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 43,400 | 32,646 |
Accrued royalties | 12,629 | 12,349 |
Notes payable, current portion | 141 | 2,729 |
Deferred revenue | 1,701 | 1,262 |
Unsecured convertible notes, net | 1,976 | |
Total Current Liabilities | 57,871 | 50,962 |
Secured convertible notes, net | 13,395 | 13,047 |
Unsecured convertible notes, net | 5,786 | 5,501 |
Senior secured revolving line of credit | 6,965 | |
Notes payable, net | 620 | 885 |
Lease liabilities, noncurrent | 540 | 742 |
Due to Music Partner | 3,937 | |
Other long-term liabilities | 174 | 2,422 |
Deferred income taxes | 137 | 137 |
Total Liabilities | 85,488 | 77,633 |
Commitments and Contingencies | ||
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; 81,112,603 and 76,807,898 shares issued and outstanding, respectively | 81 | 77 |
Additional paid in capital | 202,093 | 178,000 |
Accumulated deficit | (205,019) | (169,941) |
Total stockholders’ equity (deficit) | (2,845) | 8,136 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 82,643 | $ 85,769 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2021 | Mar. 31, 2021 |
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 | ||
Preferred stock, shares outstanding | ||
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 | 81,112,603 | 76,807,898 |
Common stock, outstanding | 81,112,603 | 76,807,898 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue: | $ 32,895 | $ 19,123 | $ 93,586 | $ 44,189 |
Operating expenses: | ||||
Cost of sales | 27,666 | 14,564 | 74,654 | 32,524 |
Sales and marketing | 3,466 | 3,059 | 10,814 | 6,481 |
Product development | 1,657 | 2,534 | 5,990 | 6,908 |
General and administrative | 8,550 | 5,162 | 27,173 | 14,762 |
Amortization of intangible assets | 1,524 | 1,399 | 4,547 | 4,057 |
Total operating expenses | 42,863 | 26,718 | 123,178 | 64,732 |
Loss from operations | (9,968) | (7,595) | (29,592) | (20,543) |
Other income (expense): | ||||
Interest expense, net | (1,052) | (998) | (3,180) | (4,097) |
Loss on extinguishment of debt | (4,321) | (1,488) | ||
Forgiveness of PPP loans | 2,511 | |||
Other income (expense) | (811) | (138) | (528) | (320) |
Total other expense, net | (1,863) | (1,136) | (5,518) | (5,905) |
Loss before provision for income taxes | (11,831) | (8,731) | (35,110) | (26,448) |
Provision for (benefit from) income taxes | (40) | (32) | 4 | |
Net loss | $ (11,791) | $ (8,731) | $ (35,078) | $ (26,452) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.15) | $ (0.12) | $ (0.45) | $ (0.4) |
Weighted average common shares – basic and diluted (in Shares) | 78,188,050 | 72,356,093 | 77,670,598 | 66,880,417 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2020 | $ 59 | $ 120,932 | $ (128,121) | $ (7,130) |
Balance (in Shares) at Mar. 31, 2020 | 58,984,382 | |||
Balance at Dec. 31, 2020 | $ 75 | 169,924 | (154,573) | 15,426 |
Balance (in Shares) at Dec. 31, 2020 | 75,265,970 | |||
Shares issued for services to consultants and vendors | $ 4 | 11,457 | 11,461 | |
Shares issued for services to consultants and vendors (in Shares) | 3,780,659 | |||
Stock-based compensation | 5,120 | 5,120 | ||
Vested employee restricted stock units | $ 2 | (2) | ||
Vested employee restricted stock units (in Shares) | 1,963,274 | |||
Shares issued in the public offering, net of cost | $ 2 | 7,327 | 7,329 | |
Shares issued in the public offering, net of cost (in Shares) | 1,820,000 | |||
Shares issued for PodcastOne acquisition | $ 5 | 14,986 | 14,991 | |
Shares issued for PodcastOne acquisition (in Shares) | 5,566,885 | |||
Interest paid in kind | 9 | 9 | ||
Exercise of employee stock options | 481 | 481 | ||
Exercise of employee stock options (in Shares) | 120,001 | |||
Shares issued for CPS acquisition | $ 2 | 6,389 | 6,391 | |
Shares issued for CPS acquisition (in Shares) | 2,230,769 | |||
Shares to be issued for CPS acquisition | 1,365 | 1,365 | ||
Shares issued in connection with Senior Secured Convertible Notes | $ 1 | 1,860 | 1,861 | |
Shares issued in connection with Senior Secured Convertible Notes (in Shares) | 800,000 | |||
Net loss | (26,452) | (26,452) | ||
Balance at Sep. 30, 2020 | $ 72 | 158,968 | (145,842) | 13,198 |
Balance (in Shares) at Sep. 30, 2020 | 71,689,101 | |||
Balance at Dec. 31, 2020 | $ 75 | 169,924 | (154,573) | 15,426 |
Balance (in Shares) at Dec. 31, 2020 | 75,265,970 | |||
Shares issued for services to consultants and vendors | 998 | 998 | ||
Shares issued for services to consultants and vendors (in Shares) | 436,629 | |||
Stock-based compensation | 1,568 | 1,568 | ||
Vested employee restricted stock units | $ 1 | (1) | ||
Vested employee restricted stock units (in Shares) | 706,222 | |||
Shares issued in the public offering, net of cost | 198 | 198 | ||
Shares issued for PodcastOne acquisition | 439 | 439 | ||
Shares issued for PodcastOne acquisition (in Shares) | 203,249 | |||
Shares issued for CPS acquisition | $ 2 | 6,389 | 6,391 | |
Shares issued for CPS acquisition (in Shares) | 2,230,769 | |||
Shares to be issued for CPS acquisition | 1,365 | 1,365 | ||
Net loss | (8,731) | (8,731) | ||
Balance at Mar. 31, 2021 | $ 77 | 178,000 | (169,941) | 8,136 |
Balance (in Shares) at Mar. 31, 2021 | 76,807,898 | |||
Balance at Dec. 31, 2021 | $ 81 | 202,093 | (205,019) | (2,845) |
Balance (in Shares) at Dec. 31, 2021 | 81,112,603 | |||
Stock-based compensation | $ 1 | 13,288 | 13,289 | |
Stock-based compensation (in Shares) | 536,770 | |||
Vested employee restricted stock units | $ 1 | 1 | ||
Vested employee restricted stock units (in Shares) | 1,247,915 | |||
Interest paid in kind | 35 | 35 | ||
Exercise of employee stock options | 872 | 872 | ||
Exercise of employee stock options (in Shares) | 400,460 | |||
Shares issued for CPS acquisition | $ 1 | 1,825 | 1,826 | |
Shares issued for CPS acquisition (in Shares) | 791,398 | |||
Shares issued for Gramophone acquisition | 89 | 89 | ||
Shares issued for Gramophone acquisition (in Shares) | 79,365 | |||
Purchase price adjustment in connection with CPS acquisition | 301 | 301 | ||
Unsecured convertible note premium | 4,199 | 4,199 | ||
Shares issued on amendment of unsecured and secured convertible notes | $ 1 | 3,484 | 3,485 | |
Shares issued on amendment of unsecured and secured convertible notes (in Shares) | 1,248,797 | |||
Net loss | (35,078) | (35,078) | ||
Balance at Sep. 30, 2021 | $ 79 | 195,769 | (193,228) | 2,620 |
Balance (in Shares) at Sep. 30, 2021 | 79,001,821 | |||
Balance at Dec. 31, 2021 | $ 81 | 202,093 | (205,019) | (2,845) |
Balance (in Shares) at Dec. 31, 2021 | 81,112,603 | |||
Stock-based compensation | 2,919 | 2,919 | ||
Vested employee restricted stock units | $ 1 | 1 | ||
Vested employee restricted stock units (in Shares) | 711,274 | |||
Exercise of employee stock options | 272 | 272 | ||
Exercise of employee stock options (in Shares) | 165,000 | |||
Shares issued for Gramophone acquisition | 89 | 89 | ||
Shares issued for Gramophone acquisition (in Shares) | 79,365 | |||
Shares issued on amendment of unsecured convertible notes | $ 1 | 3,044 | 3,045 | |
Shares issued on amendment of unsecured convertible notes (in Shares) | 1,155,143 | |||
Net loss | $ (11,791) | $ (11,791) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (35,078) | $ (26,452) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,230 | 6,368 |
Interest paid in kind | 35 | 453 |
Stock-based compensation | 12,059 | 8,033 |
Amortization of debt discount | 986 | 1,025 |
Change in fair value of bifurcated embedded derivatives | (110) | (827) |
Change in fair value of contingent consideration liability | (173) | (39) |
Forgiveness of PPP Loans | (2,511) | |
Loss on extinguishment of debt | 4,321 | 1,488 |
Debt conversion expense | 756 | |
Deferred income taxes | (41) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,297) | (2,218) |
Prepaid expenses and other current assets | 921 | (1,044) |
Inventories | (328) | 5 |
Other assets | 255 | |
Deferred revenue | 387 | 428 |
Accounts payable and accrued liabilities | 8,536 | 4,087 |
Other liabilities | (174) | (407) |
Net cash used in operating activities | (10,226) | (9,100) |
Cash Flows from Investing Activities: | ||
Increase in cash from the acquisition of CPS | 2,418 | |
Acquisition of Gramophone | (150) | |
Purchases of property and equipment | (2,888) | (2,229) |
Purchases of intangible assets | (84) | |
Net cash provided by (used in) investing activities | (3,122) | 189 |
Cash Flows from Financing Activities: | ||
Repayment of secured convertible debentures | (10,823) | |
Repayment of note payable | (351) | |
Proceeds from secured convertible notes | 13,139 | |
Debt issuance costs | (190) | |
Proceeds from issuance of shares of common stock, net | 9,395 | |
Payments on capital lease liability | (252) | (85) |
Proceeds from exercise of stock options | 872 | 481 |
Proceeds from drawdown on senior secured revolving line of credit | 6,965 | |
Proceeds from notes payable | 2,145 | |
Net cash provided by financing activities | 7,234 | 14,062 |
Net change in cash, cash equivalents and restricted cash | (6,114) | 5,151 |
Cash, cash equivalents and restricted cash, beginning of period | 18,770 | 12,437 |
Cash, cash equivalents and restricted cash, end of period | 12,656 | 17,588 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 8 | |
Cash paid for interest | 1,081 | 651 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of options issued to employees, capitalized as internally-developed software | 148 | 212 |
Fair value of 5,566,885 shares of the Company’s common stock issued in connection with the PodcastOne acquisition | 14,991 | |
Fair value of 60,000 shares of common stock issued in connection with Secured Convertible Notes | 320 | |
Fair value of 33,654 shares of common stock issued in connection with Related Party Unsecured Convertible Notes | 122 | |
Fair value of 1,155,143 shares of common stock issued upon conversion of Unsecured Convertible Notes | 3,045 | |
Forgiveness of PPP loan | 2,511 | |
Fair value of 2,679,459 shares of common stock issued upon settlement of accounts payable | 8,657 | |
Fair value of shares issued in connection with CPS acquisition | 2,127 | 6,391 |
Fair value of unsecured convertible note premium | 4,199 | |
Non-cash settlement for issuable or prepaid shares | 494 | |
Fair value of 79,365 shares of common stock issued in connection with the Gramophone acquisition | $ 89 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | Dec. 31, 2021shares |
Statement of Cash Flows [Abstract] | |
Common stock issued PodcastOne acquisition | 5,566,885 |
Common stock issued Secured Convertible Notes | 60,000 |
Common stock issued Unsecured Convertible Notes | 33,654 |
Common stock issued upon conversion of Unsecured Convertible Notes | 1,155,143 |
Common stock issued upon settlement of accounts payable | 2,679,459 |
Common stock issued in Gramophone acquisition | 79,365 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Dec. 31, 2021 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1 — Organization and Basis of Presentation Organization LiveOne, Inc. (formerly LiveXLive Media, Inc.) (“LiveOne”) together with its subsidiaries (“we,” “us,” “our” or the “Company”) is a Delaware corporation headquartered in Beverly Hills, California. The Company is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, subscriptions and live and virtual events. On December 29, 2017, LiveOne 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 LiveOne. On February 5, 2020, the Company acquired (i) React Presents, LLC a Delaware limited liability company (“React Presents”), and it became a wholly owned subsidiary of LiveXLive Events, LLC, a wholly owned subsidiary 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). On October 17, 2021, the Company through its wholly owned subsidiary LiveXLive PR, Inc., acquired 100% of the issued and outstanding equity interests of Gramophone Media, Inc. (“Gramophone”) (see Note 4 – Business Combinations). Basis of Presentation The presented financial information includes the financial information and activities of PodcastOne for the three and nine months ended December 31, 2021 (91 days and 274 days, respectively) and for the three months and nine months ended December 31, 2020 (91 days and 184 days, respectively). The presented financial information includes the financial information and activities of CPS for the three and nine months ended December 31, 2021 (91 days and 274 days, respectively) and for the three and nine months ended December 31, 2020 (10 days and 10 days, respectively). The presented financial information includes the financial information and activities of Gramophone for the three and nine months ended December 31, 2021 (75 days and 75 days, respectively) and December 31, 2020 (0 days). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s interim unaudited condensed consolidated financial statements for the three and nine months ended December 31, 2021. The results for the three and nine months ended December 31, 2021 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2022 (“fiscal 2022”). The condensed consolidated balance sheet as of March 31, 2021 has been derived from the Company’s audited balance sheet included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 14, 2021 (the “2021 Form 10-K”). The interim unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete audited financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2021 Form 10-K. Going Concern and Liquidity The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. 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 $12.7 million as of December 31, 2021). As reflected in its condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, and incurred a net loss of $11.8 million during the quarter ended December 31, 2021 and had a working capital deficiency of $22.3 million as of December 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 condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s 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 pursuant to which as of the date of this Quarterly Report the Company has the ability 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 during the period equal to the shorter of (i) 6 months from February 7, 2022 and (ii) the date when the New Shelf S-3 is declared effective by the SEC. The Company also filed a replacement universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC on February 4, 2022, pursuant to which, if declared effective by the SEC, the Company will have the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments. 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 quarter ended June 30, 2021, the Company entered into a $7.0 million senior secured revolving credit facility (see Note 11 – Senior Secured Revolving Line of Credit ). Management may seek 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 the Company 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. If the Company is unable to obtain sufficient financing when needed, 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. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company’s condensed consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company’s previously issued financial statements have been reclassified to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the consolidated financial statements included in the 2021 Form 10-K, other than those included below. 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 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 determined it is eligible for Employee Retention Credits related to payroll taxes paid within the quarter ended September 30, 2021. In accordance with ASC 105-10-05-02, the Company analogized to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance, 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 condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, inventory calculations and reserves, 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, 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. 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 December 31, 2021 and 2020, the Company had 3,438,624 and 4,423,334 options outstanding, respectively, 3,970,118 and 3,943,095 restricted stock units outstanding, respectively, 0 and 167,363 warrants outstanding, respectively, and 5,403,693 and 5,613,374 shares of common stock issuable, respectively, underlying the Company’s convertible debt. 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 Company’s condensed consolidated statements of cash flows for the nine months ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash and cash equivalents $ 12,396 $ 17,353 Restricted cash 260 235 Total cash and cash equivalents and restricted cash $ 12,656 $ 17,588 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 December 31, 2021 and March 31, 2021, the Company had restricted cash of $0.3 million and $0.1 million, respectively. Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the nature of its subscription receivables. At December 31, 2021, the Company had two customers that made up 17% and 15%, respectively, of the total accounts receivable balance. At March 31, 2021, the Company had two customers that made up 21% and 15%, respectively, of the total accounts receivable balance. The Company’s accounts receivable at December 31, 2021 and March 31, 2021 is as follows (in thousands): December 31, March 31, 2021 2021 Accounts receivable, gross $ 18,382 $ 10,679 Less: Allowance for doubtful accounts 514 112 Accounts receivable, net $ 17,868 $ 10,567 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. Notes Payable – Paycheck Protection Program (“PPP”) Loans In response to the COVID-19 pandemic, the PPP was established under the CARES Act and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans provided by local lenders, which supports payroll, rent and utility expenses (“qualified expenses”). If the loan proceeds are fully utilized to pay qualified expenses over the covered period, as further defined by the PPP, the full principal amount of the PPP loan may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization during the covered period as compared to a baseline period. During the quarter ended June 30, 2021, the Company received confirmation from the SBA that $2.5 million in PPP loans (see Note 8 – Notes Payable) were forgiven. As the loans were forgiven and we were released from being the primary obligor, we recognized income in the amount forgiven in accordance with ASC 470-20. The Company recognized a gain on forgiveness of the PPP loans during the quarter ended June 30, 2021 and is included in Other income (expense) in the accompanying condensed consolidated Statement of Operations for the nine months ended December 31, 2021. 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 fiscal year 2021. The adoption of this standard did not have, and is not expected to have, a material impact to the condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this ASU in the first quarter of fiscal 2022 and has identified no material effect on its financial statements or disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 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 August 2020, the FASB issued ASU 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). The FASB issued this ASU to address issues identified as a result of the complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. Complexity associated with the accounting is a significant contributing factor to numerous financial statement restatements and results in complexity for users attempting to understand the results of applying the current guidance. In addressing the complexity, the FASB focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB concluded that eliminating certain accounting models simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners, and improves the decision usefulness and relevance of the information provided to financial statement users. In addition to eliminating certain accounting models, the FASB also decided to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on the basis of feedback from financial statement users. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this ASU 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, including interim periods within those fiscal years. The FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The FASB decided to allow entities to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. 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 November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Accounting for Government Grants and Disclosure of Government Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Revenue
Revenue | 9 Months Ended |
Dec. 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 three and nine months ended December 31, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue Subscription Services $ 10,698 $ 8,346 $ 29,660 $ 24,948 Advertising 8,541 7,710 25,286 13,453 Merchandising 6,442 796 13,058 796 Sponsorship and Licensing 1,194 2,087 6,498 3,466 Ticket/Event 6,020 184 19,084 1,526 Total Revenue $ 32,895 $ 19,123 $ 93,586 $ 44,189 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. The following table summarizes the significant changes in contract liabilities balances during the nine months ended December 31, 2021 (in thousands): Contract Balance as of March 31, 2021 $ 1,262 Revenue recognized that was included in the contract liability at beginning of period (456 ) Increase due to cash received, excluding amounts recognized as revenue during the period 895 Balance as of December 31, 2021 $ 1,701 |
Business Combinations
Business Combinations | 9 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4 — Business Combinations Gramophone On October 17, 2021, the Company’s wholly owned subsidiary, LiveXLive PR, Inc., acquired 100% of the equity interests of Gramophone for net consideration of $0.4 million consisting of 250,000 shares of the Company’s common stock with a fair value of $0.1 million net of a 25% discount for lack of marketability described below, contingent consideration with a fair value of $0.2 million comprised of shares held in escrow and a cash earnout, and cash of $0.2 million. The shares of the Company’s common stock were subject to a twelve-month lock-up period and remain subject to sales volume restrictions. Fair Value of Consideration Transferred: Cash $ 150 Common stock 89 Contingent consideration 174 Total $ 413 Contingent consideration in the form of a cash earnout of $0.3 million will be paid to the seller of Gramophone if, during the period commencing June 1, 2021 and ending on May 31, 2022 (“First Year Target”), Gramophone reports GAAP revenues of $1.4 million and EBITDA (as defined in the purchase agreement) of $0.3 million. If the First Year Target is not met, the cash earnout will be paid to the seller of Gramophone if, during the period commencing June 1, 2022 and ending on May 31, 2023 (“Second Year Target”), Gramophone reports GAAP revenues of $2 million and EBITDA of $0.5 million. Based on their likelihood of achievement management’s current estimate of the value of the contingent consideration related to the cash earnout was valued at $0.1 million. The contingent consideration liability of $0.1 million is classified within Other Long-Term Liabilities in the accompanying condensed consolidated balance sheets at December 31, 2021 (see Note 14 – Other Long-Term Liabilities). The remaining contingent consideration included in the purchase price was not material and is included in Other Long-Term Liabilities in the accompanying condensed consolidated balance sheets at December 31, 2021. 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 Gramophone, the goodwill is not deductible for tax purposes. The initial accounting for the Gramophone acquisition is incomplete and subject to change, which may be significant. The following table summarizes the fair value of the assets assumed in the Gramophone acquisition (in thousands): Asset Type Amortization Fair Value Cash and cash equivalents $ 4 Accounts receivable 4 Trade name 5 73 Customer list 2 94 Goodwill 460 Deferred revenue (51 ) Deferred tax liability (41 ) Accrued liabilities (130 ) Net assets acquired $ 413 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. The shares of the Company’s common stock were subject to a twelve-month lock-up period and remain subject to sales volume restrictions. 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 $0.5 million charge to other income (expense) in the accompanying condensed consolidated statement of operations for the nine months ended December 31, 2021. The contingent consideration liability of $2.9 million is classified within accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets at December 31, 2021. 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, which expired on December 22, 2021. The Company agreed to also issue up to approximately 577,000 additional shares of its restricted common stock, classified as contingent consideration, as CPS reported GAAP revenue of at least $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 these number of shares reflected 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. On July 7, 2021, the Company issued 576,923 shares of its restricted common stock to the sellers of CPS as consideration for CPS having satisfied such targets. Accordingly, the Company recorded a $0.2 million benefit to other income (expense) which is included in the accompanying condensed consolidated statement of operations for the nine months ended December 31, 2021. The Company further agreed to issue up to approximately 214,000 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 are based on actual achievement under the terms of the purchase agreement and mutual agreement with the sellers. These additional shares were valued at $0.6 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability. Included in the total amount of $0.6 million is a purchase price adjustment of $0.3 million related to the resolution of provisional amounts previously recorded based on estimates, which was accounted for as a purchase price adjustment within the measurement period as an increase to goodwill related to the CPS acquisition. On July 7, 2021, the Company issued 214,475 shares of its restricted common stock to the sellers of CPS as consideration for CPS having satisfied such target. These amounts are included in additional paid in capital in the accompanying condensed consolidated balance sheets. Supplemental Pro Forma Information for CPS and PodcastOne Acquisitions (Unaudited) The pro forma financial information as presented below is for informational purposes only and is not indicative of the Company’s results that would have been achieved from the acquisitions had they taken place at the beginning of the fiscal year ended March 31, 2021. The following table presents the revenues, net loss and earnings per share of the combined company for the three and nine months ended December 31, 2020 as if the acquisition of CPS and PodcastOne had been completed on April 1, 2020 (in thousands, except per share data). Three (unaudited) Revenues $ 27,205 Net loss (7,859 ) Net loss per share – basic and diluted $ (0.11 ) Nine Revenues $ 66,032 Net loss (38,970 ) Net loss per share – basic and diluted $ (0.58 ) 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 along with interest expense associated with the promissory note issued as consideration. 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. Supplemental Pro Forma Information for Gramophone Acquisition (Unaudited) The pro forma financial information as presented below is for informational purposes only and is not indicative of the Company’s results that would have been achieved from the acquisitions had they taken place at the beginning of the fiscal year ended March 31, 2022. The following table presents the revenues, net loss and earnings per share of the combined company for the three and nine months ended December 30, 2021 and 2020 as if the acquisition of Gramophone had been completed on April 1, 2021 (in thousands, except per share data). Three Months Ended 2021 2020 Revenues $ 33,001 $ 19,325 Net loss (11,742 ) (8,883 ) Net loss per share – basic and diluted $ (0.15 ) $ (0.12 ) Nine Months Ended 2021 2020 Revenues $ 94,190 $ 44,835 Net loss (34,757 ) (26,624 ) Net loss per share – basic and diluted $ (0.45 ) $ (0.40 ) 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment The Company’s property and equipment at December 31, 2021 and March 31, 2021 was as follows (in thousands): December 31, March 31, 2021 2021 Property and equipment, net Computer, machinery, and software equipment $ 5,496 $ 5,277 Furniture and fixtures 141 141 Leasehold improvements 531 531 Capitalized internally developed software 13,003 10,154 Total property and equipment 19,171 16,103 Less accumulated depreciation and amortization (14,419 ) (11,736 ) Total property and equipment, net $ 4,752 $ 4,367 Depreciation expense was $0.9 million and $2.7 million for the three and nine months ended December 31, 2021, respectively, and $0.8 million and $2.3 million for the three and nine months ended December 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Dec. 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 nine months ended December 31, 2021 (in thousands): Goodwill Balance as of March 31, 2021 $ 22,619 Acquisitions 460 Impairment losses - Purchase price adjustment (See Note 4 – Business Combinations) 301 Balance as of December 30, 2021 $ 23,380 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 nine months ended December 31, 2021 (in thousands): Tradenames Balance as of March 31, 2021 $ 4,637 Acquisitions - Impairment losses - Balance as of December 31, 2021 $ 4,637 Finite-Lived Intangible Assets The Company’s finite-lived intangible assets were as follows as of December 31, 2021 (in thousands): Gross Accumulated Net Software $ 19,281 $ 15,425 $ 3,856 Intellectual property (patents) 5,366 1,430 3,936 Customer relationships 6,570 6,046 524 Content creator relationships 772 726 46 Domain names 514 70 444 Brand and trade names 2,643 403 2,240 Non-compete agreement 250 160 90 Customer lists 2,998 598 2,400 Total $ 38,394 $ 24,858 $ 13,536 The Company’s finite-lived intangible assets were as follows as of March 31, 2021 (in thousands): Gross Accumulated Net 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 lists 2,903 211 2,692 Total $ 38,142 $ 20,311 $ 17,831 The Company’s amortization expense on its finite-lived intangible assets was $1.5 million and $4.6 million for the three and nine months ended December 31, 2021, respectively, and $1.4 million and $4.1 million for the three and nine months ended 2020, respectively. The Company expects to record amortization of intangible assets for fiscal years ending March 31, 2022 and future fiscal years as follows (in thousands): For Years Ending March 31, 2022 (remaining three months) $ 1,479 2023 4,543 2024 1,074 2025 1,073 2026 1,099 Thereafter 4,268 $ 13,536 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 7 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities of the Company at December 31, 2021 and March 31, 2021 were as follows (in thousands): December 31, March 31, 2021 2021 Accounts payable $ 27,196 $ 18,541 Accrued liabilities 15,931 13,786 Lease liabilities, current 273 319 $ 43,400 $ 32,646 At December 31, 2021, the Company’s accrued liabilities includes the fair value of the contingent consideration payable to the sellers of PodcastOne in the amount of $2.8 million. |
Notes Payable
Notes Payable | 9 Months Ended |
Dec. 31, 2021 | |
Note Payable [Abstract] | |
Notes Payable | Note 8 — Notes Payable December 31, March 31, 2021 2021 Senior promissory note $ - $ 351 PPP loans 603 3,110 SBA loan 158 153 761 3,614 Less: Current portion of Notes payable (141 ) (2,729 ) Notes payable $ 620 $ 885 Senior Promissory Note As of December 31, 2021 the promissory note and related Delaware and California judgments have been satisfied substantially in full. 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 CARES Act. In April 2021, the Company received confirmation from the SBA that the entire balance of such PPP loan was forgiven as a result of the Company’s application and acceptance under the terms of the CARES act. On July 1, 2020, the Company acquired PodcastOne that had previously obtained a PPP loan, which had a balance of $0.5 million as of March 31, 2021. On May 11, 2021, the Company received confirmation from the SBA that the entire balance of such PPP loan was forgiven as a result of the Company’s application and acceptance under the terms of the CARES act. The Company recognized a $2.5 million gain on forgiveness of PPP loans, included in other income (expense) in the accompanying condensed consolidated statement of operations as a result of the balance of PPP loans forgiven during the nine months ended December 31, 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 (Refer to Note 20 – Subsequent Events). |
Unsecured Convertible Notes
Unsecured Convertible Notes | 9 Months Ended |
Dec. 31, 2021 | |
Unsecured Convertible Notes [Abstract] | |
Unsecured Convertible Notes | Note 9 — Unsecured Convertible Notes The Company’s unsecured convertible notes payable at December 31, 2021 and March 31, 2021 were as follows (in thousands): December 31, March 31, Unsecured Convertible Notes - Related Party 8.5% Unsecured Convertible Note - Due May 31, 2023 $ 4,626 $ 4,397 8.5% Unsecured Convertible Notes - Due May 31, 2023 1,160 1,104 Less: Discount - - Net 5,786 5,501 Unsecured Convertible Promissory Note $ - $ 2,000 Accrued Interest - 186 Less: Discount - (223 ) Fair Value of Embedded Derivatives - 13 Net - 1,976 Unsecured Convertible Notes, Net 5,786 7,477 Less: Unsecured Convertible Notes, Current - (1,976 ) Unsecured Convertible Notes, Net, Long-term $ 5,786 $ 5,501 Total principal maturities of the Company’s long-term borrowings, including the secured convertible debentures, unsecured convertible notes, senior secured revolving line of credit, and notes payable are less than $1.0 million for the year ending March 31, 2022 (remaining three months), $0.1 million for the year ending March 31, 2023, and $26.7 million for the year ending March 31, 2024. For the year ended March 31, 2025 and thereafter, the total principal maturities of $0.4 million consist of obligations to repay the PPP and SBA loans. Unsecured Convertible Notes – Related Party As of December 31, 2021 and March 31, 2021, the Company had outstanding 8.5% 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. 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, 2023 (as discussed below). At December 31, 2021, the balance due of $4.6 million, which included $1.0 million of accrued interest, was outstanding under the first Trinad Note. 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. 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, 2023 (as discussed below). As of December 31, 2021, $0.2 million of accrued interest was included in the principal balance. On August 11, 2021, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital pursuant to which the maturity date of all of the Trinad Notes was extended to May 31, 2023, and in consideration of such extension, the Company issued to Trinad Capital 33,654 shares of its common stock. The Company evaluated the Amendment Agreement and the amendment was required to be accounted for as an extinguishment under ASC 470-50, Debt – Modifications and Extinguishment. As a result, we determined that the amendment should be accounted for as an extinguishment and we recorded the amended debt instrument at fair value which included the consideration in common stock transferred. The resulting loss on extinguishment recorded of $4.3 million is included in “Loss on extinguishment of debt” in the accompanying condensed consolidated statement of operations for the nine months ended December 31, 2021. The Company may not redeem any of the Trinad Notes prior to May 31, 2023 without Trinad Capital’s consent. Unsecured Convertible Promissory Note On February 5, 2020, React Presents issued a two-year $2.0 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. At issuance, the Note was 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. Effective December 31, 2021, the Note holder converted the Note in whole pursuant to an exchange agreement entered into during the current quarter which provided for an exchange of the Note into shares of the Company’s common stock at a price of $2.10 per share, resulting in 1,155,143 shares issued upon the exchange. As a result of the effective exchange incentives offered to the Note holder, the Company recorded a $0.8 million expense to Other Income (expense) in the accompanying condensed consolidated statement of operations for the three months ended December 31, 2021. |
Secured Convertible Notes
Secured Convertible Notes | 9 Months Ended |
Dec. 31, 2021 | |
Senior Secured Convertible Notes [Abstract] | |
Secured Convertible Notes | Note 10 — Secured Convertible Notes The Company’s secured convertible notes at December 31, 2021 and March 31, 2021 were as follows (in thousands): December 31, March 31, Secured Convertible Notes $ 15,000 $ 15,000 Accrued interest 319 319 Fair value of embedded derivatives 21 118 Less: Discount (1,626 ) (2,071 ) Net 13,714 13,366 Less: Current Portion, accrued interest (319 ) (319 ) Secured Convertible Notes, long-term $ 13,395 $ 13,047 On September 15, 2020 (the “Closing Date”), the Company issued two-year secured convertible notes in the aggregate principal amount of $15.0 million (the “Harvest Notes”) to 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. The Harvest 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 Harvest Notes prior to their maturity. The current portion of accrued interest related to the Harvest Notes is included in Accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. The Company’s obligations under the Harvest Notes may be accelerated upon the occurrence of certain customary events of default (as defined in the Harvest 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 Harvest 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 Harvest Notes require the Company to maintain aggregate cash deposits of $10.0 million until the Harvest Notes are paid in full. In May 2021 and in connection with the Company entering into a $7.0 million senior secured revolving credit facility, the holders of the Harvest Notes subordinated their security interest and extended the maturity date of the notes to June 3, 2023. In consideration of the above, the Company issued 60,000 shares of its common stock to the Purchaser. 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. As a result, the Company recorded the shares of common stock issued to the Purchaser as an increase to Additional Paid In Capital and a corresponding debt discount included in Secured Convertible Notes, net in the accompanying condensed consolidated balance sheets. The Company and the Purchaser also entered into a Registration Rights Agreement, dated as of the Closing Date (the “RRA”), which granted 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 filed a resale Registration Statement on Form S-3 on October 14, 2020, and it was declared effective by the SEC on October 21, 2020. 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, and the Harvest Notes subsequent extension, 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 June 3, 2021 until the Harvest Notes are paid in full (subject to certain customary exceptions), without the Purchaser’s prior written consent. The Harvest Notes and the Shares were issued in private placement transaction that was 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. |
Senior Secured Revolving Line o
Senior Secured Revolving Line of Credit | 9 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Senior Secured Revolving Line of Credit | Note 11 — Senior Secured Revolving Line of Credit On June 7, 2021, the Company entered into a Business Loan Agreement with East West Bank (the “Senior Lender”), which provides for a revolving credit facility collateralized by all of the assets of the Company and its subsidiaries. In connection with the Business Loan Agreement, the Company entered into a Promissory Note with the Senior Lender and established the revolving line of credit in the amount of $7.0 million (the “Revolving Credit Facility”), maturing on June 2, 2023. Under the terms of the Promissory Note, the Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate, plus 0.5%. The interest rate for the quarter ended December 31, 2021 was 3.75%. The principal balance under the Revolving Credit Facility as of December 31, 2021 was $7.0 million. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions As of December 31, 2021 and March 31, 2021, the Company had unsecured convertible Trinad Notes outstanding which were issued to Trinad Capital as described in Note 9 – Unsecured Convertible Notes. |
Leases
Leases | 9 Months Ended |
Dec. 31, 2021 | |
Leases [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 less than $0.1 million and $0.2 million for the three and nine months ended December 31, 2021, respectively. 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 accompanying condensed consolidated balance sheets. Rent expense for these operating leases totaled $0.1 million and $0.7 million during the three and nine months ended December 31, 2021, respectively. Operating lease costs for nine months ended December 31, 2021 and 2020 consisted of the following (in thousands): Nine Months Ended 2021 2020 Fixed rent cost $ 679 123 Short term lease cost 217 341 Total operating lease cost $ 896 464 Supplemental balance sheet information related to leases was as follows (in thousands): Operating leases December 31, March 31, Operating lease right-of-use assets $ 802 1,057 Operating lease liability, current $ 273 319 Operating lease liability, noncurrent 540 742 Total operating lease liabilities $ 813 1,061 The operating lease right-of-use assets are included in other assets and operating lease liabilities are included in accounts payable and accrued liabilities and lease liabilities non-current in the accompanying condensed consolidated balance sheets. Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): For Years Ending March 31, 2022 (remaining three months) 88 2023 358 2024 320 2025 93 Total lease payments 859 Less: imputed interest (46 ) Present value of operating lease liabilities $ 813 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 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Dec. 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. December 31, March 31, Due to Music Partner $ - $ 3,937 Other long-term liabilities 174 2,422 The amount included in Other long-term liabilities at December 31, 2021 and March 31, 2021 is comprised of a contingent consideration liability resulting from the business combinations with Gramophone and PodcastOne, respectively (Note 4 - Business Combinations) and is carried at fair value (see Note 19 - Fair Value Measurements). At December 31, 2021 the contingent consideration liability resulting from the business combination with PodcastOne is classified as current in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 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 December 31, 2021, the Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $0.3 million for the fiscal year ending March 31, 2022 (remaining three months), $0.7 million for the fiscal year ending March 31, 2023, and $0.3 million for the fiscal year ending March 31, 2024. 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 December 31, 2021, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $2.0 million for the fiscal year ending March 31, 2022 (remaining three months), $6.7 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 December 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. Legal Proceedings 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, LiveXLive Tickets, Inc. (“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, Blake Indursky and Computershare. The complaint alleged multiple causes of action arising out of Schnaier’s investment (through Danco) into the Company in 2016, LXL Tickets’ 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. Based on the remaining claims, plaintiffs are seeking damages of approximately $10.0 million as shall be determined at trial, if any, plus interest, attorneys’ fees and costs and other such relief as the court may award. The Company has denied and continue to deny 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 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. In October 2018, pursuant to the terms of the APA, the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for its costs and expenses incurred in connection with this matter. In November 2021, the court denied our summary judgment motion to dismiss plaintiffs’ fraudulent inducement claim, and dismissed plaintiff’s breach of the employment agreement claim with respect to the Company. As of December 31, 2021, all of plaintiffs’ claims other than fraudulent inducement were dismissed or addressed by the parties or the court. While a trial date has not yet been set, the Company expects the trial to commence sometime during the fiscal year ending March 31, 2023 (unless further extended as a result of the COVID-19 pandemic). The Company intends to continue to vigorously defend all remaining defendants against any liability to the plaintiffs with respect to the remaining claims, and the Company believes that the allegations are without merit and that it has strong defenses. As of December 31, 2021, while the Company has assessed that 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. In July 2021, Simply Greatness Productions, LLC (“SGP”) served the Company with a complaint filed on July 21, 2021 in the Superior Court of the State of California County of Los Angeles against us and Paul Cazers. The complaint sought damages for an alleged breach of contract by us and an alleged breach of contract by Mr. Cazers related to the “Social Gloves: Battle of the Platforms” boxing event (the “Event”), alleged that we fraudulently induced SGP to commit to an oversize production budget based upon the Company knowing or negligent misrepresentation as to the anticipated pay-per-view sales for the Event, and sought an accounting on the performance of the Event. On July 22, 2022, the Company filed a complaint against SGP, Austin McBroom, Catherine Paiz McBroom and Allen McBroom in the Superior Court of the State of California County of Los Angeles. The complaint arose from defamatory statements the defendants made following the Event claiming that the Company was dishonest about the number of Event ticket sales. In addition, the Company’s complaint alleged a breach of contract based on SGP’s willful failure to collaborate with the Company on marketing the Event resulting in poor ticket sales which, in turn, meant reduced fees to us. The complaint further alleged fraud and intentional interference with prospective economic advantage. The Company was asking the court to award no less than $100 million in damages. During the quarter ended December 31, 2021, the parties settled their claims against each other and claims by certain other parties for total payments by the Company of approximately $3.0 million of the Event proceeds received by the Company and made to applicable payees, and the parties to this action dismissed each of their claims described herein with prejudice. During each of the nine months ended December 31, 2021 and 2020, legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third-parties were not material. During the nine months ended December 31, 2021 and 2020, the full amounts were expensed and included in general and administrative expenses in the accompanying condensed consolidated statement of operations. 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 | 9 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan [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. 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 three and nine month periods ended December 31, 2021 and 2020. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Stockholders’ Equity | Note 17 — Stockholders’ Equity Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors During the nine months ended December 31, 2021, the Company incurred $0.3 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. The remaining unrecognized compensation cost of less than $0.1 million is expected to be recorded over the next year as the shares vest. During the nine months ended December 31, 2020, the Company incurred $1.0 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. 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, which plan we formally increased on June 29, 2021. 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 $12.1 million and $8.0 million during the nine months ended December 31, 2021 and 2020, respectively, and $2.1 million and $2.7 million during the three months ended December 31, 2021 and 2020, respectively. The total tax benefit recognized related to share-based compensation expense was $0 for the three and nine months ended December 31, 2021 and 2020, respectively. Share-based compensation expense during the three and nine months ended December 31, 2021 and 2020 includes the impact from differences in the timing of expense recognized in the statement of operations and the share issuances recorded in additional paid in capital, capitalization of internally developed software costs, and the benefit from the reversal of a previously accrued discretionary share-based award bonus of $1.1 million during the three months ended December 31, 2021. |
Business Segment and Geographic
Business Segment and Geographic Reporting | 9 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Reporting | Note 18 — Business Segment and Geographic Reporting 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. The Company’s 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 during the nine months ended December 31, 2021 and 2020. Such customer is an original equipment manufacturer (the “OEM”) who provides premium Slacker service in all of their new vehicles. Total revenues for this customer were 25% and 38% of the Company’s consolidated revenues for the nine months ended December 31, 2021 and 2020, respectively. For the three months ended December 31, 2021 and 2020, one external customer accounted for 26% and 30% of the Company’s consolidated revenues, respectively. Geographic Information The Company creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, subscriptions and live and virtual events. 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 | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 19 — 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): December 31, Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration liability from PodcastOne acquisition $ 2,937 $ - $ - $ 2,937 Contingent consideration from Gramophone acquisition 174 - - 174 Bifurcated embedded derivative on secured convertible notes payable 21 - - 21 Bifurcated embedded derivative on unsecured convertible note payable - - - - March 31, 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 secured convertible debentures 118 - - 118 Bifurcated embedded derivative on unsecured convertible note payable 13 - - 13 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 March 31, 2021 $ 5,067 Change in fair value of bifurcated embedded derivatives, reported in earnings (110 ) Change in fair value of contingent consideration liabilities, reported in earnings (173 ) Settlement of contingent consideration liability from CPS acquisition (1,826 ) Initial measurement of contingent consideration from Gramophone acquisition 174 Balance as of December 31, 2021 $ 3,132 The following table presents a reconciliation of the Company’s derivative instruments for the nine month period ended December 31, 2020 (in thousands): Amount 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 1,254 Initial measurement of embedded derivatives on senior secured convertible notes issued on September 15, 2020 671 Adjustments reported in loss on extinguishment of debt (228 ) Fair value adjustments reported in earnings (866 ) Balance as of December 31, 2020 $ 2,596 Bifurcated embedded derivative on secured convertible notes payable and unsecured convertible notes payable The fair value of the bifurcated embedded derivatives on secured convertible notes payable and unsecured convertible notes payable was determined using the following significant unobservable inputs: December 31, March 31, 2021 2021 Bifurcated embedded derivative on secured convertible notes payable: Market yield 4.7 % 17.0 % Bifurcated embedded derivative on unsecured convertible note payable: Market yield N/A 26.5 % Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement. The Company determined that as of the assessment date, the fair value of the bifurcated embedded derivatives is less than $0.1 million. The change in fair value of $0.1 million is recorded in other income (expense) on the Company’s condensed consolidated statements of operations for the nine month period ended December 31, 2021. The Company did not elect the fair value measurement option for the following financial assets or liabilities. The fair values of certain financial instruments measured at amortized cost and the hierarchy level the Company used to estimate the fair values are shown below (in thousands): December 31, Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Secured convertible notes payable, net $ 13,395 $ - $ - $ 16,132 Unsecured convertible notes payable related party, net 5,786 - - 6,418 Unsecured convertible note payable - - - - March 31, Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: 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 The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of December 31, 2021 and March 31, 2021. 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, were determined using the following significant unobservable inputs: December 31, March 31, 2021 2021 Secured convertible notes payable, net (binomial lattice model): Market yield 4.7 % 17.0 % Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton Market yield 4.9 % 23.0 % Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model): Market yield - % 26.5 % 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, accrued expenses and other long-term liabilities approximated their fair values as of December 31, 2021 and March 31, 2021. 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 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, CPS, and Gramophone 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 on the balance sheet date. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 — Subsequent Events On January 28, 2022, the Company received confirmation from the SBA that the remaining balance on the $0.6 million PPP loan, described in Note 8 – Notes Payable, was forgiven in full. The forgiveness of the PPP loan did not impact the accompanying condensed consolidated balance sheet as of December 31, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Dec. 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 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 determined it is eligible for Employee Retention Credits related to payroll taxes paid within the quarter ended September 30, 2021. In accordance with ASC 105-10-05-02, the Company analogized to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance, 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 condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, inventory calculations and reserves, 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, 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. |
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 December 31, 2021 and 2020, the Company had 3,438,624 and 4,423,334 options outstanding, respectively, 3,970,118 and 3,943,095 restricted stock units outstanding, respectively, 0 and 167,363 warrants outstanding, respectively, and 5,403,693 and 5,613,374 shares of common stock issuable, respectively, underlying the Company’s convertible debt. |
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 Company’s condensed consolidated statements of cash flows for the nine months ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash and cash equivalents $ 12,396 $ 17,353 Restricted cash 260 235 Total cash and cash equivalents and restricted cash $ 12,656 $ 17,588 |
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 December 31, 2021 and March 31, 2021, the Company had restricted cash of $0.3 million and $0.1 million, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the nature of its subscription receivables. At December 31, 2021, the Company had two customers that made up 17% and 15%, respectively, of the total accounts receivable balance. At March 31, 2021, the Company had two customers that made up 21% and 15%, respectively, of the total accounts receivable balance. The Company’s accounts receivable at December 31, 2021 and March 31, 2021 is as follows (in thousands): December 31, March 31, 2021 2021 Accounts receivable, gross $ 18,382 $ 10,679 Less: Allowance for doubtful accounts 514 112 Accounts receivable, net $ 17,868 $ 10,567 |
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. |
Notes Payable – Paycheck Protection Program (“PPP”) Loans | Notes Payable – Paycheck Protection Program (“PPP”) Loans In response to the COVID-19 pandemic, the PPP was established under the CARES Act and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans provided by local lenders, which supports payroll, rent and utility expenses (“qualified expenses”). If the loan proceeds are fully utilized to pay qualified expenses over the covered period, as further defined by the PPP, the full principal amount of the PPP loan may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization during the covered period as compared to a baseline period. During the quarter ended June 30, 2021, the Company received confirmation from the SBA that $2.5 million in PPP loans (see Note 8 – Notes Payable) were forgiven. As the loans were forgiven and we were released from being the primary obligor, we recognized income in the amount forgiven in accordance with ASC 470-20. The Company recognized a gain on forgiveness of the PPP loans during the quarter ended June 30, 2021 and is included in Other income (expense) in the accompanying condensed consolidated Statement of Operations for the nine months ended December 31, 2021. |
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 fiscal year 2021. The adoption of this standard did not have, and is not expected to have, a material impact to the condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this ASU in the first quarter of fiscal 2022 and has identified no material effect on its financial statements or disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
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 August 2020, the FASB issued ASU 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). The FASB issued this ASU to address issues identified as a result of the complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. Complexity associated with the accounting is a significant contributing factor to numerous financial statement restatements and results in complexity for users attempting to understand the results of applying the current guidance. In addressing the complexity, the FASB focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB concluded that eliminating certain accounting models simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners, and improves the decision usefulness and relevance of the information provided to financial statement users. In addition to eliminating certain accounting models, the FASB also decided to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on the basis of feedback from financial statement users. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this ASU 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, including interim periods within those fiscal years. The FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The FASB decided to allow entities to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. 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 November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Accounting for Government Grants and Disclosure of Government Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | 2021 2020 Cash and cash equivalents $ 12,396 $ 17,353 Restricted cash 260 235 Total cash and cash equivalents and restricted cash $ 12,656 $ 17,588 |
Schedule of accounts receivable | December 31, March 31, 2021 2021 Accounts receivable, gross $ 18,382 $ 10,679 Less: Allowance for doubtful accounts 514 112 Accounts receivable, net $ 17,868 $ 10,567 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue Subscription Services $ 10,698 $ 8,346 $ 29,660 $ 24,948 Advertising 8,541 7,710 25,286 13,453 Merchandising 6,442 796 13,058 796 Sponsorship and Licensing 1,194 2,087 6,498 3,466 Ticket/Event 6,020 184 19,084 1,526 Total Revenue $ 32,895 $ 19,123 $ 93,586 $ 44,189 |
Schedule of contract liabilities balances | Contract Balance as of March 31, 2021 $ 1,262 Revenue recognized that was included in the contract liability at beginning of period (456 ) Increase due to cash received, excluding amounts recognized as revenue during the period 895 Balance as of December 31, 2021 $ 1,701 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of consideration of common stock | Fair Value of Consideration Transferred: Cash $ 150 Common stock 89 Contingent consideration 174 Total $ 413 Fair Value of Consideration Transferred: Common stock $ 14,991 Contingent consideration 1,100 Total $ 16,091 |
Schedule of fair value of assets assumed in gramophone acquisition | Asset Type Amortization Fair Value Cash and cash equivalents $ 4 Accounts receivable 4 Trade name 5 73 Customer list 2 94 Goodwill 460 Deferred revenue (51 ) Deferred tax liability (41 ) Accrued liabilities (130 ) Net assets acquired $ 413 |
Schedule of revenues, net loss and earnings per share | Three (unaudited) Revenues $ 27,205 Net loss (7,859 ) Net loss per share – basic and diluted $ (0.11 ) Nine Revenues $ 66,032 Net loss (38,970 ) Net loss per share – basic and diluted $ (0.58 ) Three Months Ended 2021 2020 Revenues $ 33,001 $ 19,325 Net loss (11,742 ) (8,883 ) Net loss per share – basic and diluted $ (0.15 ) $ (0.12 ) Nine Months Ended 2021 2020 Revenues $ 94,190 $ 44,835 Net loss (34,757 ) (26,624 ) Net loss per share – basic and diluted $ (0.45 ) $ (0.40 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, March 31, 2021 2021 Property and equipment, net Computer, machinery, and software equipment $ 5,496 $ 5,277 Furniture and fixtures 141 141 Leasehold improvements 531 531 Capitalized internally developed software 13,003 10,154 Total property and equipment 19,171 16,103 Less accumulated depreciation and amortization (14,419 ) (11,736 ) Total property and equipment, net $ 4,752 $ 4,367 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Goodwill Balance as of March 31, 2021 $ 22,619 Acquisitions 460 Impairment losses - Purchase price adjustment (See Note 4 – Business Combinations) 301 Balance as of December 30, 2021 $ 23,380 |
Schedule of changes in carrying amount of indefinite-lived intangible assets | Tradenames Balance as of March 31, 2021 $ 4,637 Acquisitions - Impairment losses - Balance as of December 31, 2021 $ 4,637 |
Schedule of finite-lived intangible assets | Gross Accumulated Net Software $ 19,281 $ 15,425 $ 3,856 Intellectual property (patents) 5,366 1,430 3,936 Customer relationships 6,570 6,046 524 Content creator relationships 772 726 46 Domain names 514 70 444 Brand and trade names 2,643 403 2,240 Non-compete agreement 250 160 90 Customer lists 2,998 598 2,400 Total $ 38,394 $ 24,858 $ 13,536 Gross Accumulated Net 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 lists 2,903 211 2,692 Total $ 38,142 $ 20,311 $ 17,831 |
Schedule of estimated future amortization expense | For Years Ending March 31, 2022 (remaining three months) $ 1,479 2023 4,543 2024 1,074 2025 1,073 2026 1,099 Thereafter 4,268 $ 13,536 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | December 31, March 31, 2021 2021 Accounts payable $ 27,196 $ 18,541 Accrued liabilities 15,931 13,786 Lease liabilities, current 273 319 $ 43,400 $ 32,646 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Note Payable [Abstract] | |
Schedule of notes payable | December 31, March 31, 2021 2021 Senior promissory note $ - $ 351 PPP loans 603 3,110 SBA loan 158 153 761 3,614 Less: Current portion of Notes payable (141 ) (2,729 ) Notes payable $ 620 $ 885 |
Unsecured Convertible Notes (Ta
Unsecured Convertible Notes (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Unsecured Convertible Notes [Abstract] | |
Schedule of unsecured convertible notes payable | December 31, March 31, Unsecured Convertible Notes - Related Party 8.5% Unsecured Convertible Note - Due May 31, 2023 $ 4,626 $ 4,397 8.5% Unsecured Convertible Notes - Due May 31, 2023 1,160 1,104 Less: Discount - - Net 5,786 5,501 Unsecured Convertible Promissory Note $ - $ 2,000 Accrued Interest - 186 Less: Discount - (223 ) Fair Value of Embedded Derivatives - 13 Net - 1,976 Unsecured Convertible Notes, Net 5,786 7,477 Less: Unsecured Convertible Notes, Current - (1,976 ) Unsecured Convertible Notes, Net, Long-term $ 5,786 $ 5,501 |
Secured Convertible Notes (Tabl
Secured Convertible Notes (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Senior Secured Convertible Notes [Abstract] | |
Schedule of senior secured convertible notes | December 31, March 31, Secured Convertible Notes $ 15,000 $ 15,000 Accrued interest 319 319 Fair value of embedded derivatives 21 118 Less: Discount (1,626 ) (2,071 ) Net 13,714 13,366 Less: Current Portion, accrued interest (319 ) (319 ) Secured Convertible Notes, long-term $ 13,395 $ 13,047 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of operating lease costs | Nine Months Ended 2021 2020 Fixed rent cost $ 679 123 Short term lease cost 217 341 Total operating lease cost $ 896 464 |
Schedule of supplemental balance sheet information related to leases | Operating leases December 31, March 31, Operating lease right-of-use assets $ 802 1,057 Operating lease liability, current $ 273 319 Operating lease liability, noncurrent 540 742 Total operating lease liabilities $ 813 1,061 |
Schedule of maturities of operating lease liabilities | For Years Ending March 31, 2022 (remaining three months) 88 2023 358 2024 320 2025 93 Total lease payments 859 Less: imputed interest (46 ) Present value of operating lease liabilities $ 813 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other long term liabilities | December 31, March 31, Due to Music Partner $ - $ 3,937 Other long-term liabilities 174 2,422 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial liabilities are measured at fair value on a recurring basis | December 31, Fair Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration liability from PodcastOne acquisition $ 2,937 $ - $ - $ 2,937 Contingent consideration from Gramophone acquisition 174 - - 174 Bifurcated embedded derivative on secured convertible notes payable 21 - - 21 Bifurcated embedded derivative on unsecured convertible note payable - - - - March 31, 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 secured convertible debentures 118 - - 118 Bifurcated embedded derivative on unsecured convertible note payable 13 - - 13 |
Schedule of financial liabilities | Amount Balance as of March 31, 2021 $ 5,067 Change in fair value of bifurcated embedded derivatives, reported in earnings (110 ) Change in fair value of contingent consideration liabilities, reported in earnings (173 ) Settlement of contingent consideration liability from CPS acquisition (1,826 ) Initial measurement of contingent consideration from Gramophone acquisition 174 Balance as of December 31, 2021 $ 3,132 |
Schedule of derivative instruments | Amount 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 1,254 Initial measurement of embedded derivatives on senior secured convertible notes issued on September 15, 2020 671 Adjustments reported in loss on extinguishment of debt (228 ) Fair value adjustments reported in earnings (866 ) Balance as of December 31, 2020 $ 2,596 |
Schedule of derivative on senior secured convertible debentures | December 31, March 31, 2021 2021 Bifurcated embedded derivative on secured convertible notes payable: Market yield 4.7 % 17.0 % Bifurcated embedded derivative on unsecured convertible note payable: Market yield N/A 26.5 % |
Schedule of fair value measurement option for financial assets or liabilities | December 31, Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: Secured convertible notes payable, net $ 13,395 $ - $ - $ 16,132 Unsecured convertible notes payable related party, net 5,786 - - 6,418 Unsecured convertible note payable - - - - March 31, Carrying Hierarchy Level Value Level 1 Level 2 Level 3 Liabilities: 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 |
Schedule of fair value of each of the debentures | December 31, March 31, 2021 2021 Secured convertible notes payable, net (binomial lattice model): Market yield 4.7 % 17.0 % Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton Market yield 4.9 % 23.0 % Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model): Market yield - % 26.5 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Feb. 28, 2019 | Dec. 31, 2021 | Oct. 17, 2021 | Jun. 30, 2021 | Dec. 22, 2020 | Jul. 01, 2020 | |
Organization and Basis of Presentation (Details) [Line Items] | ||||||
Cash equivalents and restricted cash | $ 12.7 | |||||
Net loss | 11.8 | |||||
Working capital deficiency | 22.3 | |||||
Proceeds from sale of equity | $ 150 | $ 121.5 | ||||
Secured revolving credit facility | $ 7 | |||||
Description of cash raised from sale of equity | (i) 6 months from February 7, 2022 and (ii) the date when the New Shelf S-3 is declared effective by the SEC. The Company also filed a replacement universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC on February 4, 2022, pursuant to which, if declared effective by the SEC, the Company will have the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments | |||||
Business Combination [Member] | ||||||
Organization and Basis of Presentation (Details) [Line Items] | ||||||
Outstanding equity interest, percentage | 100.00% | 100.00% | ||||
Business Combination [Member] | Custom Personalization Solutions, Inc. Member] | ||||||
Organization and Basis of Presentation (Details) [Line Items] | ||||||
Outstanding equity interest, percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Restricted cash and cash equivalents (in Dollars) | $ 0.3 | $ 0.1 | ||
Loans amount (in Dollars) | $ 2.5 | |||
Accounts Receivable [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk percentage | 15.00% | |||
Share-based Payment Arrangement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Options outstanding | 3,438,624 | 4,423,334 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Restricted stock outstanding | 3,970,118 | 3,943,095 | ||
Convertible Notes [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Warrants outstanding | 0 | 167,363 | ||
Common stock issuable | 5,403,693 | 5,613,374 | ||
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | Revenue Benchmark [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk percentage | 17.00% | 21.00% | ||
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | Revenue Benchmark [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk percentage | 15.00% |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 12,396 | $ 17,353 |
Restricted cash | 260 | 235 |
Total cash and cash equivalents and restricted cash | $ 12,656 | $ 17,588 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable, gross | $ 18,382 | $ 10,679 |
Less: Allowance for doubtful accounts | 514 | 112 |
Accounts receivable, net | $ 17,868 | $ 10,567 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||
Subscription Services | $ 10,698 | $ 8,346 | $ 29,660 | $ 24,948 |
Advertising | 8,541 | 7,710 | 25,286 | 13,453 |
Merchandising | 6,442 | 796 | 13,058 | 796 |
Sponsorship and Licensing | 1,194 | 2,087 | 6,498 | 3,466 |
Ticket/Event | 6,020 | 184 | 19,084 | 1,526 |
Total Revenue | $ 32,895 | $ 19,123 | $ 93,586 | $ 44,189 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract liabilities balances $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of contract liabilities balances [Abstract] | |
Balance | $ 1,262 |
Revenue recognized that was included in the contract liability at beginning of period | (456) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 895 |
Balance | $ 1,701 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2021 | Oct. 17, 2021 | Dec. 22, 2020 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Business Combinations (Details) [Line Items] | |||||||||
Additional shares of common stock (in Shares) | 250,000 | 203,249 | |||||||
Common stock fair value | $ 100 | $ 14,600 | |||||||
Lack of marketability, percentage | 25.00% | 25.00% | 24.00% | ||||||
Fair-valued | $ 200 | $ 1,100 | |||||||
Business combination, cash consideration | $ 200 | ||||||||
Podcastone for net consideration | $ 16,100 | ||||||||
Common stock, shares (in Shares) | 5,363,636 | ||||||||
Additional value of common stock | $ 400 | $ 6,391 | $ 1,826 | $ 6,391 | |||||
Discount for lack marketability | 24.00% | ||||||||
Market price of common stock, description | 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). | ||||||||
Contingent fair value | $ 1,100 | ||||||||
Credit yield, percentage | 21.90% | ||||||||
Common stock exceeds (in Dollars per share) | $ 5 | ||||||||
Charge to other income (expense) | $ 500 | ||||||||
Other long-term liabilities | 2,900 | $ 2,900 | |||||||
Total amount of purchase price | 600 | ||||||||
Adjustment of purchase price | $ 301 | ||||||||
Restricted common stock (in Shares) | 214,475 | ||||||||
Business Combination [Member] | |||||||||
Business Combinations (Details) [Line Items] | |||||||||
Equity interests, percentage | 100.00% | 100.00% | 100.00% | ||||||
Gramophone for net consideration | $ 400 | ||||||||
Contingent consideration description | Contingent consideration in the form of a cash earnout of $0.3 million will be paid to the seller of Gramophone if, during the period commencing June 1, 2021 and ending on May 31, 2022 (“First Year Target”), Gramophone reports GAAP revenues of $1.4 million and EBITDA (as defined in the purchase agreement) of $0.3 million. If the First Year Target is not met, the cash earnout will be paid to the seller of Gramophone if, during the period commencing June 1, 2022 and ending on May 31, 2023 (“Second Year Target”), Gramophone reports GAAP revenues of $2 million and EBITDA of $0.5 million. | ||||||||
Contingent consideration related to cash earnout | $ 100 | ||||||||
Contingent consideration liability | 100 | $ 100 | |||||||
CPS [Member] | |||||||||
Business Combinations (Details) [Line Items] | |||||||||
Additional shares of common stock (in Shares) | 214,000 | ||||||||
Lack of marketability, percentage | 25.00% | ||||||||
Additional value of common stock | $ 600 | ||||||||
Charge to other income (expense) | $ 200 | ||||||||
Restricted common stock (in Shares) | 2,230,769 | ||||||||
Restricted value | $ 6,400 | ||||||||
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, as CPS reported GAAP revenue of at least $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 these number of shares reflected 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. | ||||||||
Restricted common stock (in Shares) | 576,923 | ||||||||
Working capital | 4,000 | ||||||||
CPS acquisition [Member] | |||||||||
Business Combinations (Details) [Line Items] | |||||||||
Adjustment of purchase price | $ 300 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of consideration of common stock $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Gramophone [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Cash | $ 150 |
Common stock | 89 |
Contingent consideration | 174 |
Total | 413 |
PodcastOne [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 14,991 |
Contingent consideration | 1,100 |
Total | $ 16,091 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of fair value of assets assumed in gramophone acquisition $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of fair value of assets assumed in gramophone acquisition [Abstract] | |
Cash and cash equivalents | $ 4 |
Accounts receivable | $ 4 |
Trade name, Amortization Period (Years) | 5 years |
Trade name | $ 73 |
Customer list, Amortization Period (Years) | 2 years |
Customer list | $ 94 |
Goodwill | 460 |
Deferred revenue | (51) |
Deferred tax liability | (41) |
Accrued liabilities | (130) |
Net assets acquired | $ 413 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of revenues, net loss and earnings per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
CPS and PodcastOne Acquisitions [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 27,205 | $ 66,032 | ||
Net loss | $ (7,859) | $ (38,970) | ||
Net loss per share – basic and diluted (in Dollars per share) | $ (0.11) | $ (0.58) | ||
Gramophone Acquisition [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 33,001 | $ 19,325 | $ 94,190 | $ 44,835 |
Net loss | $ (11,742) | $ (8,883) | $ (34,757) | $ (26,624) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.15) | $ (0.12) | $ (0.45) | $ (0.4) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.9 | $ 0.8 | $ 2.7 | $ 2.3 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Property and equipment, net | ||
Total property and equipment | $ 19,171 | $ 16,103 |
Less accumulated depreciation and amortization | (14,419) | (11,736) |
Total property and equipment, net | 4,752 | 4,367 |
Computer, machinery, and software equipment [Member] | ||
Property and equipment, net | ||
Total property and equipment | 5,496 | 5,277 |
Furniture and fixtures [Member] | ||
Property and equipment, net | ||
Total property and equipment | 141 | 141 |
Leasehold improvements [Member] | ||
Property and equipment, net | ||
Total property and equipment | 531 | 531 |
Capitalized internally developed software [Member] | ||
Property and equipment, net | ||
Total property and equipment | $ 13,003 | $ 10,154 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Finite-lived intangible assets | $ 1.5 | $ 1.4 | $ 4.6 | $ 4.1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of goodwill $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of changes in carrying amount of goodwill [Abstract] | |
Balance | $ 22,619 |
Acquisitions | 460 |
Impairment losses | |
Purchase price adjustment (See Note 4 – Business Combinations) | 301 |
Balance | $ 23,380 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of indefinite-lived intangible assets $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of changes in carrying amount of indefinite-lived intangible assets [Abstract] | |
Balance | $ 4,637 |
Acquisitions | |
Impairment losses | |
Balance | $ 4,637 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 38,394 | $ 38,142 |
Accumulated Amortization | 24,858 | 20,311 |
Net Carrying Value | 13,536 | 17,831 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,281 | 19,281 |
Accumulated Amortization | 15,425 | 12,533 |
Net Carrying Value | 3,856 | 6,748 |
Intellectual property (patents) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,366 | 5,366 |
Accumulated Amortization | 1,430 | 1,163 |
Net Carrying Value | 3,936 | 4,203 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6,570 | 6,570 |
Accumulated Amortization | 6,046 | 5,652 |
Net Carrying Value | 524 | 918 |
Content creator relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 772 | 772 |
Accumulated Amortization | 726 | 371 |
Net Carrying Value | 46 | 401 |
Domain names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 514 | 429 |
Accumulated Amortization | 70 | 31 |
Net Carrying Value | 444 | 398 |
Brand and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,643 | 2,571 |
Accumulated Amortization | 403 | 253 |
Net Carrying Value | 2,240 | 2,318 |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 250 | 250 |
Accumulated Amortization | 160 | 97 |
Net Carrying Value | 90 | 153 |
Customer lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,998 | 2,903 |
Accumulated Amortization | 598 | 211 |
Net Carrying Value | $ 2,400 | $ 2,692 |
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 | $ 1,479 |
2023 | 4,543 |
2024 | 1,074 |
2025 | 1,073 |
2026 | 1,099 |
Thereafter | 4,268 |
Total | $ 13,536 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) $ in Millions | Dec. 31, 2021USD ($) |
Payables and Accruals [Abstract] | |
Accrued liabilities | $ 2.8 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Accounts payable | $ 27,196 | $ 18,541 |
Accrued liabilities | 15,931 | 13,786 |
Lease liabilities, current | 273 | 319 |
Total | $ 43,400 | $ 32,646 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Mar. 20, 2021 | Jun. 17, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | |
Notes Payable (Details) [Line Items] | |||||
Proceeds from a loan | $ 2 | ||||
Aggregate principal amount | $ 0.5 | ||||
Paycheck Protection Program [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Other income expense | $ 2.5 | ||||
Convertible Notes Payable [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Proceeds from a loan | $ 0.6 | $ 0.2 | |||
Balance is payable years | 30 years | ||||
Interest at a rate | 1.00% | 3.75% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | $ 761 | $ 3,614 |
Less: Current portion of Notes payable | (141) | (2,729) |
Notes payable | 620 | 885 |
Senior promissory note [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | 351 | |
PPP loans [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | 603 | 3,110 |
SBA loan [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Notes payable, Total | $ 158 | $ 153 |
Unsecured Convertible Notes (De
Unsecured Convertible Notes (Details) - USD ($) $ in Millions | Feb. 05, 2020 | Dec. 31, 2021 | Aug. 11, 2021 |
Unsecured Convertible Notes [Abstract] | |||
Total principal maturities of the Company’s long-term borrowings March 31, 2022 | $ 1 | ||
Total principal maturities of the Company’s long-term borrowings March 31, 2023 | 0.1 | ||
Total principal maturities of the Company’s long-term borrowings March 31, 2024 | 26.7 | ||
Total principal maturities of the Company’s long-term borrowings March 31, 2024 and thereafter | $ 0.4 | ||
Unsecured convertible notes payable outstanding, description | As of December 31, 2021 and March 31, 2021, the Company had outstanding 8.5% 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. 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, 2023 (as discussed below). At December 31, 2021, the balance due of $4.6 million, which included $1.0 million of accrued interest, was outstanding under the first Trinad Note. 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. 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, 2023 (as discussed below). As of December 31, 2021, $0.2 million of accrued interest was included in the principal balance. | ||
Trinad Capital issued (in Shares) | 33,654 | ||
Loss on extinguishment of debt | $ 4.3 | ||
Unsecured convertible promissory note, description | React Presents issued a two-year $2.0 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. At issuance, the Note was 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. | ||
Conversion of stock, description | the Note holder converted the Note in whole pursuant to an exchange agreement entered into during the current quarter which provided for an exchange of the Note into shares of the Company’s common stock at a price of $2.10 per share, resulting in 1,155,143 shares issued upon the exchange. As a result of the effective exchange incentives offered to the Note holder, the Company recorded a $0.8 million expense to Other Income (expense) in the accompanying condensed consolidated statement of operations for the three months ended December 31, 2021. |
Unsecured Convertible Notes (_2
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Less: Discount | $ (223) | |
Net | 5,501 | 5,786 |
Fair Value of Embedded Derivatives | 13 | |
Net | 1,976 | |
Unsecured Convertible Notes, Net | 7,477 | 5,786 |
Less: Unsecured Convertible Notes, Current | (1,976) | |
Unsecured Convertible Notes, Net, Long-term | 5,501 | 5,786 |
Unsecured Convertible Promissory Note | 1,976 | |
Accrued Interest | 186 | |
8.5% Unsecured Convertible Note [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Notes - Related Party | 4,397 | 4,626 |
8.5% Unsecured Convertible Notes [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Notes - Related Party | 1,104 | 1,160 |
Unsecured Convertible Promissory Note [Member] | ||
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items] | ||
Unsecured Convertible Promissory Note | $ 2,000 |
Secured Convertible Notes (Deta
Secured Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
May 31, 2021 | Sep. 15, 2020 | Dec. 31, 2021 | |
Secured Convertible Notes (Details) [Line Items] | |||
Debt, description | the Company issued two-year secured convertible notes in the aggregate principal amount of $15.0 million (the “Harvest Notes”) to Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners, Ltd. (collectively, the “Purchaser”). | ||
Accrued interest percentage | 8.50% | ||
Conversion price of per share | $ 4.5 | ||
Aggregate cash deposits | $ 10 | ||
Secured revolving credit facility | $ 7 | ||
Company issued shares of common stock | 60,000 | ||
Registration Rights Agreement [Member] | |||
Secured Convertible Notes (Details) [Line Items] | |||
Debt, description | The Harvest 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 $4.50 per share at the applicable Purchaser’s option, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations (the “Conversion Price”). |
Secured Convertible Notes (De_2
Secured Convertible Notes (Details) - Schedule of senior secured convertible notes - Senior Secured Convertible Notes [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Secured Convertible Notes | $ 15,000 | $ 15,000 |
Accrued interest | 319 | 319 |
Fair value of embedded derivatives | 21 | 118 |
Less: Discount | (1,626) | (2,071) |
Net | 13,714 | 13,366 |
Less: Current Portion, accrued interest | (319) | (319) |
Secured Convertible Notes, long-term | $ 13,395 | $ 13,047 |
Senior Secured Revolving Line_2
Senior Secured Revolving Line of Credit (Details) - USD ($) $ in Millions | Jun. 07, 2021 | Dec. 31, 2021 |
Senior Secured Revolving Line of Credit (Details) [Line Items] | ||
Maturity date | Jun. 2, 2023 | |
Revolving Credit Facility [Member] | ||
Senior Secured Revolving Line of Credit (Details) [Line Items] | ||
Line of credit amount | $ 7 | |
Variable rate of interest | 0.50% | |
Interest rate | 3.75% | |
Principal balance | $ 7 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Leases [Abstract] | ||
Description of operating lease | 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. | |
Rent expense | $ 0.1 | $ 0.2 |
Operating leases total | $ 0.1 | $ 0.7 |
Borrowing rate | 8.50% | 8.50% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease costs - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating lease costs [Abstract] | ||
Fixed rent cost | $ 679 | $ 123 |
Short term lease cost | 217 | 341 |
Total operating lease cost | $ 896 | $ 464 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule of supplemental balance sheet information related to leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,057 | $ 802 |
Operating lease liability, current | 319 | 273 |
Operating lease liability, noncurrent | 742 | 540 |
Total operating lease liabilities | $ 1,061 | $ 813 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of operating lease liabilities $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of maturities of operating lease liabilities [Abstract] | |
2022 | $ 88 |
2023 | 358 |
2024 | 320 |
2025 | 93 |
Total lease payments | 859 |
Less: imputed interest | (46) |
Present value of operating lease liabilities | $ 813 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) | 1 Months Ended |
Oct. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Payment terms | Pursuant to this amendment, payment terms on $5.9 million of outstanding balances to the Music Partner were extended over periods between 12 and 24 months. |
Other Long-Term Liabilities (_2
Other Long-Term Liabilities (Details) - Schedule of other long term liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Schedule of other long term liabilities [Abstract] | ||
Due to Music Partner | $ 3,937 | |
Other long-term liabilities | $ 174 | $ 2,422 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2021 | Apr. 10, 2018 | |
Commitments and Contingencies (Details) [Line Items] | ||
Licenses, production and/or distribution agreements, Description | As of December 31, 2021, the Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $0.3 million for the fiscal year ending March 31, 2022 (remaining three months), $0.7 million for the fiscal year ending March 31, 2023, and $0.3 million for the fiscal year ending March 31, 2024. | |
Net revenues percentage | 50.00% | |
Contractual obligations, description | As of December 31, 2021, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $2.0 million for the fiscal year ending March 31, 2022 (remaining three months), $6.7 million for the fiscal year ending March 31, 2023, and $5.7 million for the fiscal year ending March 31, 2024. | |
Loss contingency damages value (in Dollars) | $ 100 | |
Payments of event proceeds received by company (in Dollars) | $ 3 | |
Mr. Schnaier [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Ownership percentage | 90.00% | |
Investment value (in Dollars) | $ 10 | |
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% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 9 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan [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 three and nine month periods ended December 31, 2021 and 2020. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 29, 2021 | Sep. 17, 2020 | |
Stockholders’ Equity (Details) [Line Items] | ||||||
Accounts payable and accrued liabilities | $ 0.3 | $ 0.3 | ||||
Unrecognized compensation cost | 0.1 | |||||
Accounts payable and accrued liabilities | $ 1 | $ 1 | ||||
Recognized share based compensation expense | 2.1 | $ 2.7 | $ 12.1 | 8 | ||
Share-based compensation expense | 0 | $ 3 | ||||
Share-based award bonus | $ 1.1 | |||||
Equity Incentive Plan [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 12,600,000 | |||||
Minimum [Member] | Equity Incentive Plan [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Shares available for issuance (in Shares) | 5,000,000 | |||||
Maximum [Member] | Equity Incentive Plan [Member] | ||||||
Stockholders’ Equity (Details) [Line Items] | ||||||
Shares available for issuance (in Shares) | 17,600,000 |
Business Segment and Geograph_2
Business Segment and Geographic Reporting (Details) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Number of operating segment | 1 | |
Concentration risk threshold percentage | 26.00% | 30.00% |
OEM [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Concentration risk percentage | 25.00% | 38.00% |
One External Customer [Member] | Revenue Benchmark [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Number of customers | 1 | |
Customer Concentration Risk [Member] | One External Customer [Member] | Revenue Benchmark [Member] | ||
Business Segment and Geographic Reporting (Details) [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Bifurcated embedded derivatives | $ 0.1 |
Other income | $ 0.1 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of financial liabilities are measured at fair value on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | $ 2,937 | $ 2,423 |
Contingent consideration liability from CPS acquisition | 2,513 | |
Bifurcated embedded derivative on secured convertible debentures | 118 | |
Contingent consideration from Gramophone acquisition | 174 | |
Bifurcated embedded derivative on secured convertible notes payable | 21 | |
Bifurcated embedded derivative on unsecured convertible note payable | 13 | |
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 secured convertible debentures | ||
Contingent consideration from Gramophone acquisition | ||
Bifurcated embedded derivative on secured convertible notes payable | ||
Bifurcated embedded derivative on unsecured convertible note payable | ||
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 secured convertible debentures | ||
Contingent consideration from Gramophone acquisition | ||
Bifurcated embedded derivative on secured convertible notes payable | ||
Bifurcated embedded derivative on unsecured convertible note payable | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability from PodcastOne acquisition | 2,937 | 2,423 |
Contingent consideration liability from CPS acquisition | 2,513 | |
Bifurcated embedded derivative on secured convertible debentures | 118 | |
Contingent consideration from Gramophone acquisition | 174 | |
Bifurcated embedded derivative on secured convertible notes payable | 21 | |
Bifurcated embedded derivative on unsecured convertible note payable | $ 13 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of financial liabilities $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of financial liabilities [Abstract] | |
Balance | $ 5,067 |
Change in fair value of bifurcated embedded derivatives, reported in earnings | (110) |
Change in fair value of contingent consideration liabilities, reported in earnings | (173) |
Settlement of contingent consideration liability from CPS acquisition | (1,826) |
Initial measurement of contingent consideration from Gramophone acquisition | 174 |
Balance | $ 3,132 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of derivative instruments $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of derivative instruments [Abstract] | |
Balance | $ 665 |
Initial measurement of contingent consideration from PodcastOne acquisition | 1,100 |
Initial measurement of contingent consideration from CPS acquisition | 1,254 |
Initial measurement of embedded derivatives on senior secured convertible notes issued | 671 |
Adjustments reported in loss on extinguishment of debt | (228) |
Fair value adjustments reported in earnings | (866) |
Balance | $ 2,596 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of derivative on senior secured convertible debentures | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Bifurcated embedded derivative on secured convertible notes payable: | ||
Market yield | 4.70% | 17.00% |
Notes payable [Member] | ||
Bifurcated embedded derivative on secured convertible notes payable: | ||
Market yield | 26.50% |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of fair value measurement option for financial assets or liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Liabilities: | ||
Secured convertible notes payable, net | $ 13,395 | $ 13,047 |
Unsecured convertible notes payable related party, net | 5,786 | 5,501 |
Unsecured convertible note payable | 1,976 | |
Level 1 [Member] | ||
Liabilities: | ||
Secured convertible notes payable, net | ||
Unsecured convertible notes payable related party, net | ||
Unsecured convertible note payable | ||
Level 2 [Member] | ||
Liabilities: | ||
Secured convertible notes payable, net | ||
Unsecured convertible notes payable related party, net | ||
Unsecured convertible note payable | ||
Level 3 [Member] | ||
Liabilities: | ||
Secured convertible notes payable, net | 16,132 | 20,228 |
Unsecured convertible notes payable related party, net | 6,418 | 9,216 |
Unsecured convertible note payable | $ 2,167 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of fair value of each of the debentures | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Secured Convertible Notes Payable Net [Member] | ||
Secured convertible notes payable, net (binomial lattice model): | ||
Market yield | 4.70% | 17.00% |
Unsecured Convertible Notes - Related Party [Member] | ||
Secured convertible notes payable, net (binomial lattice model): | ||
Market yield | 4.90% | 23.00% |
Unsecured Convertible Note Payable [Member] | ||
Secured convertible notes payable, net (binomial lattice model): | ||
Market yield | 26.50% |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 28, 2022 |
Gramophone Media Inc., [Member] | Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Equity interests | 0.60% |