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Business Combinations

9 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Business Combinations

Note 4 — Business Combinations

Fiscal 2019 Transactions

None.

Fiscal 2018 Transactions

During the fiscal year ended March 31, 2018, the Company completed two acquisitions (asset purchase constituting the acquisition of a business from an accounting perspective and an acquisition of a company).

Wantickets

On May 5, 2017, LXL Tickets, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets RDM, LLC (“Wantickets”) and certain other parties, whereby LXL Tickets purchased certain operating assets of Wantickets for total consideration of 666,667 shares of common stock of the Company valued at $3.3 million (or $5.01 per share). The asset purchase was intended to augment and diversify the Company’s music operating segment. The goodwill recorded for the Wantickets asset purchase was $1.3 million. Key factors that contributed to the recognition of Wantickets goodwill were the opportunity to consolidate and complement existing content operations, certain software and customer lists, and the opportunity to generate future synergies within the existing music business. As a result of the Wantickets asset purchase, the goodwill is deductible for tax purposes.

The Company accounted for the Wantickets asset purchase transaction, which constitutes the acquisition of a business from an accounting perspective, as a business combination in accordance with ASC 805 “Business Combinations.” Significant other assets assumed were approximately $0.1 million in property and equipment, $0.4 million of trademark and trade names, $1.0 million in software associated with proprietary ticketing technology, and $0.5 million in domain names and customer relationships. For each of the three and nine month periods ended December 31, 2017, the Company incurred less than $0.1 million in transaction costs associated with the Wantickets asset purchase. The Company did not incur any transaction costs during the three and nine months ended December 31, 2018.

The following table summarizes the fair value of the assets acquired from Wantickets (in thousands):

Asset Type	Fair Value
Property and Equipment	$	109
Trademark / Trade Name		431
Software		1,004
Customer Relationships		369
Domain Names		106
Goodwill		1,321
Purchase Consideration	$	3,340

Since the asset purchase date, the amount of revenue for LXL Tickets included in the Company’s condensed consolidated statements of operations within discontinued operations for the three and nine months ended December 31, 2018 was $0 and $0, respectively, and for the three and nine months ended December 31, 2017 was $0.1 million and $0.6 million, respectively. The net loss included in the Company’s condensed consolidated statements of operations within discontinued operations for the three and nine months ended December 31, 2018 was $0 and $0, respectively, and for the three and nine months ended December 31, 2017 was $0.3 million and $1.1 million, respectively.

During the quarter ended December 31, 2017, management of the Company made the decision to shut down the operations of LXL Tickets effective December 31, 2017 (see Note 5 - Dispositions). Pro forma financial information for the Wantickets asset purchase transaction is not presented due to the disposition of LXL Tickets during the year ended March 31, 2018.

Slacker, Inc.

On December 29, 2017, the Company acquired Slacker, including its $50.1 million of gross assets, for net consideration of $28.6 million consisting of (i) 6,126,788 shares of the Company’s common stock, valued at $20.1 million, (ii) 1,675,893 shares of the Company’s common stock issued to payoff certain debt of Slacker as of the transaction date, valued at $5.5 million, (iii) net cash payment of $2.4 million and issuance of 175,000 shares of the Company’s common stock, valued at $0.6 million to Slacker and its designees, and (iv) the assumption of Slacker’s liabilities of approximately $21.5 million. The acquisition is intended to augment and diversify the Company’s music operating segment. The Company accounted for the acquisition as a business combination. The goodwill recorded for the Slacker acquisition was $9.7 million. Key factors that contributed to the recognition of the Slacker goodwill were the opportunity to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with the Company’s existing business. As a result of the acquisition of the stock of Slacker, the goodwill is not deductible for tax purposes.

The following table summarizes the fair value of consideration transferred in the Slacker acquisition (in thousands):

Consideration	Fair Value
Cash	$	2,525
Less cash acquired		(113	)
Net cash consideration		2,412
Equity at fair value		26,167
Net consideration	$	28,579

The following table summarizes the fair value of the assets acquired and liabilities assumed in the Slacker acquisition (in thousands):

	Fair Value
Restricted cash	$	150
Accounts receivable		3,339
Prepaid expense and other assets		254
Deferred cost of sales		458
Property and equipment		400
Trademarks/trade names		4,637
Intellectual property		5,366
Customer relationships		6,570
Software		19,280
Goodwill		9,672
Deferred tax asset		1,181
Allowance for deferred tax asset		(1,181	)
Assumed current portion of long-term debt		(3,907	)
Assumed current liabilities		(17,640	)
Net consideration	$	28,579

The amount of revenues for Slacker included in the Company’s condensed consolidated statements of operations for the three and nine months ended December 31, 2018 was $8.8 million and $24.2 million, respectively, and for the three and nine months ended December 31, 2017 was $0 and $0, respectively. The net loss for Slacker included in the Company’s condensed consolidated statements of operations for the three and nine months ended December 31, 2018 was ($1.9) million and ($7.4) million, respectively, and for the three and nine months ended December 31, 2017 was $0 and $0, respectively. The Company incurred no transaction costs associated with the Slacker acquisition during the three and nine months ended December 31, 2018. Less than $0.1 million of transaction costs associated with the Slacker acquisition were incurred during each of the three and nine months ended December 31, 2017.

In the quarter ended December 31, 2018, the Company finalized its purchase price allocation for the acquisition of Slacker on December 29, 2017. As a result of obtaining the final valuation of the acquisition, the following changes have been recorded in the current period (in thousands):

Consideration	Final Fair Value			Preliminary Fair Value			Change*
Cash	$	2,525		$	2,525		$	-
Less cash acquired		(113	)		(113	)		-
Net cash consideration		2,412			2,412			-
Equity at fair value		26,167			31,911			(5,744	)
Net consideration	$	28,579		$	34,323		$	(5,744	)

	Final Allocation			Preliminary Allocation			Change*
Restricted cash	$	150		$	150		$	-
Accounts receivable		3,339			3,339			-
Prepaid expense and other assets		254			254			-
Deferred cost of sales		458			458			-
Property and equipment		400			400			-
Trademarks/tradenames		4,637			11,436			(6,799	)
Intellectual property		5,366			8,454			(3,088	)
Customer relationships		6,570			6,618			(48	)
Software		19,280			19,384			(104	)
Goodwill		9,672			5,377			4,295
Deferred tax asset		1,181			1,523			(342	)
Allowance for deferred tax asset		(1,181	)		(1,523	)		342
Assumed current portion of long-term debt		(3,907	)		(3,907	)		-
Assumed current liabilities		(17,640	)		(17,640	)		-
Net consideration	$	28,579		$	34,323		$	(5,744	)

(* The fair value of equity consideration was changed by $5.7 million to reflect the lack of marketability from an 18-month lockout period. Changes in values of Tradenames and Intellectual property due to finalization of royalty rates.)

The change to the provisional consideration and asset fair values resulted in a decrease in amortization expense of $2.5 million and a decrease in accumulated depreciation of $2.5 million for the three months ended December 31, 2018, of which $1.9 million relates to the previous quarters.

Supplemental Pro Forma Information (Unaudited)

The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the acquisitions had they taken place at the beginning of the fiscal year ended March 31, 2017. Supplemental information on an unaudited pro forma basis, as if these acquisitions had been completed as of April 1, 2016, is as follows (in thousands, except per share data):

The following table presents the revenues and net loss of the combined company for the three and nine months ended December 31, 2017 as if the acquisition had been completed on April 1, 2016.

	Three Months Ended December 31, 2017			Nine Months Ended December 31, 2017
Revenues	$	6,750		$	20,063
Net Loss		(8,275	)		(18,719	)

The Company’s unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflect amortization of intangible assets as a result of the acquisition. The pro forma results are not necessarily indicative of the results that would have been realized had the acquisitions been consummated as of the beginning of the periods presented. The pro forma amounts include the historical operating results of the Company, with adjustments directly attributable to the acquisitions.