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Organization and Basis of Presentation
12 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation

Note 1 — Organization and Basis of Presentation

 

Organization

 

LiveXLive Media, Inc. ("LiveXLive") together with its subsidiaries ("we," "us," "our" or the "Company") is a Delaware corporation headquartered in West Hollywood, California. The Company is a global digital media company focused on live entertainment and music services.

 

The Company was reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp ("Loton") with and into LiveXLive, Loton's wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive being the surviving entity. In addition, on December 29, 2017, LiveXLive acquired Slacker, Inc. ("Slacker"), an Internet music and radio streaming service incorporated in the state of Delaware, and it became a wholly owned subsidiary of LiveXLive.

 

Basis of Presentation

 

The presented financial information for the fiscal year ended March 31, 2019 includes the financial information and activities of LiveXLive and Slacker for the entire fiscal year. The presented financial information for the fiscal year ended March 31, 2018 includes the financial information and activities of LiveXLive (365 days) and Slacker for the period from December 29, 2017 to March 31, 2018 (92 days), with the financial results of LiveXLive Tickets, Inc., a Delaware wholly owned subsidiary of the Company ("LXL Tickets"), reflected as discontinued operations. Unless otherwise indicated, the information in the notes to the Company's consolidated financial statements refers only to the Company's continuing operations and does not include discussion of balances or activities of LXL Tickets.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company's consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. See "Business Acquisitions and Supplemental Pro Forma Information." All intercompany balances and transactions have been eliminated in consolidation.

  

Going Concern and Liquidity

 

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

The Company's principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash and cash equivalents amounted to $13.9 million as of March 31, 2019, and $10.3 million as of March 31, 2018, respectively). The Company's internal plans and forecasts indicate that it may not have sufficient liquidity to continue to fund its business and operations for at least the next twelve months in accordance with ASC Topic 205-40. Management estimates that the current funds on hand will be sufficient to continue operations through the first half of fiscal 2020.  The Company's ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering.  The Company filed a universal shelf offering on Form S-3 effective in February 2019 to raise up to $150 million in cash from the sale of equity, debt or other financial instruments.  Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company's business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it.  Moreover, if we do not obtain financing in the next three to six months, our cash balance and other financial covenants may fall below thresholds triggering default under our Debenture agreement with our debt lenders.  Even if we are able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. Furthermore, no assurance can be given that a public offering of our securities for cash will be successful or consummated.

 

As reflected in its consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $37.8 million, and utilized cash of $5.8 million in operating activities for the year ended March 31, 2019, and had a working capital deficiency of $14.6 million as of March 31, 2019. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year from the date that these financial statements are filed. The Company's consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Reclassifications

 

Certain amounts in the Company's previously issued financial statements have been reclassified to conform to the current year presentation including the reclassified presentation of its statement of cash flows for the year ended March 31, 2018 to include restricted cash in its beginning and ending cash, cash equivalent and restricted cash balance.