UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |
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(Address of principal executive offices) (Zip Code) | ||
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(Registrant’s telephone number, including area code) N/A (Former Name, Former Address and Former Fiscal Year, |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of February 6, 2023, the registrant had
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 26 | |
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Unregistered Sales of Equity Securities and Use of Proceeds. | 41 | |
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PART I — FINANCIAL INFORMATION
Item 1Financial Statements.
LOOP MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, |
| September 30, | |||
2022 | 2022 | ||||
ASSETS | (UNAUDITED) |
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Current assets |
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Cash | $ | | $ | | |
Accounts receivable, net |
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Prepaid expenses and other current assets |
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Deferred offering costs | | — | |||
Content assets - current | | | |||
Total current assets |
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Non-current assets |
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Deposits |
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Content assets - non current | | | |||
Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Total non-current assets |
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Total assets | $ | | $ | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable | $ | | $ | | |
Accrued liabilities | | | |||
Accrued royalties | | | |||
Payable on acquisition |
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License content liabilities - current | | | |||
Deferred Income |
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Lease liability - current | | | |||
Non-revolving line of credit |
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Total current liabilities |
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Non-current liabilities |
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Non-revolving line of credit | — | | |||
Non-revolving line of credit, related party | | | |||
Revolving line of credit | | | |||
Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) | — | — | |||
Stockholders’ equity | |||||
Common Stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity | $ | | $ | |
See the accompanying notes to the consolidated financial statements
2
LOOP MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended December 31, | |||||
| 2022 | 2021 | |||
Revenue | $ | | $ | | |
Cost of revenue | |
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Gross profit | |
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Operating expenses |
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Sales, general and administrative | | | |||
Stock-based compensation | | | |||
Depreciation and amortization | | | |||
Total operating expenses | |
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Loss from operations | ( |
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Other income (expense) |
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Interest income | — |
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Interest expense | ( |
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Gain (Loss) on extinguishment of debt, net | — |
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Change in fair value of derivatives | — |
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Total other income (expense) | ( |
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Loss before income taxes | |||||
Income tax (expense)/benefit | ( |
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Net loss | $ | ( | $ | ( | |
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Basic and diluted net loss per common share | ( | $ | ( | ||
Weighted average number of basic and diluted common shares outstanding | |
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See the accompanying notes to the consolidated financial statements
3
LOOP MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 30, 2022, and 2021
(UNAUDITED)
Preferred Stock Series B | Common Stock | Additional Paid | Accumulated | |||||||||||||||||
Shares | Amount | Shares | Amount | in Capital | Deficit | Total | ||||||||||||||
Balances, September 30, 2022 |
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| $ | — |
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| $ | ( |
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Stock-based compensation | | | ||||||||||||||||||
Net loss |
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Balances, December 31, 2022 |
| — | $ | — |
| | $ | | $ | | $ | ( | $ | | ||||||
Preferred Stock Series B | Common Stock | Additional Paid | Accumulated | |||||||||||||||||
Shares | Amount | Shares | Amount | in Capital | Deficit | Total | ||||||||||||||
Balances, September 30, 2021 |
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Stock-based compensation | — | — | — | — | | — | | |||||||||||||
Net loss |
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Balances, December 31, 2021 |
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| | $ | | $ | | $ | ( | $ | | ||||||
See the accompanying notes to the consolidated financial statements
4
LOOP MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended December 31, | |||||
2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ | ( | $ | ( | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization of debt discount |
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Depreciation and amortization expense |
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Amortization of content assets | | | |||
Amortization of right-of-use assets |
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Bad debt expense | — | | |||
Gain on extinguishment of debt, net | — | ( | |||
Change in fair value of derivative | — | ( | |||
Stock-based compensation |
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Change in operating assets and liabilities: |
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Accounts receivable |
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Prepaid income tax | — | ( | |||
Inventory |
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Prepaid expenses |
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Deposit |
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Accounts payable |
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Accrued liabilities | ( | | |||
Accrued royalties | | | |||
Licensed content liability |
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Operating lease liabilities |
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Deferred income |
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NET CASH USED IN OPERATING ACTIVITIES |
| ( |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property and equipment |
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NET CASH USED IN INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of common stock | — | | |||
Proceeds from non-revolving line of credit, net of repayments | | — | |||
Debt issuance costs | ( | — | |||
Deferred offering costs | ( | — | |||
Payment of acquisition related consideration | ( | — | |||
Repayment of stockholder loans | — | ( | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
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Change in cash and cash equivalents |
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Cash, beginning of period |
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Cash, end of period | $ | | $ | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS |
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Cash paid for interest | $ | | $ | | |
Cash paid for income taxes | $ | | $ | | |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES |
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Unpaid deferred offering costs | $ | | $ | — | |
Unpaid additions to property and equipment | $ | | $ | — | |
Investment in licensed content and internally developed content | $ | | $ | — | |
See the accompanying notes to the consolidated financial statements
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LOOP MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022
(UNAUDITED)
NOTE 1 – BUSINESS
Loop Media, Inc., a Nevada corporation, (collectively, “Loop Media,” the “Company,” “we,” “us” or “our”) is a multichannel digital video platform media company that uses marketing technology, or “MarTech,” to generate our revenue and offer our services. Our technology and vast library of videos and licensed content enable us to curate and distribute short-form videos to out-of-home (“OOH”) dining, hospitality, retail, convenience stores and other locations and venues to enable them to inform, entertain and engage their customers. Our technology provides third-party advertisers with a targeted marketing and promotional tool for their products and services and, in certain instances, allows us to measure the number of potential viewers of such advertising and promotional materials. We also allow our OOH clients to access our service without advertisements by paying a monthly subscription fee.
We offer hand-curated music video content licensed from major and independent record labels, including Universal Music Group (“Universal”), Sony Music Entertainment (“Sony”), and Warner Music Group (“Warner” and collectively with Universal and Sony, the “Music Labels”), as well as non-music video content, which is predominantly licensed or acquired from third parties, including action sports clips, drone and atmospheric footage, trivia, news headlines, lifestyle channels and kid-friendly videos, as well as movie, television and video game trailers, amongst other content. We distribute our content and advertising inventory to digital screens located in OOH locations primarily through (i) our owned and operated platform (the “O&O Platform”) of Loop Media-designed “small-box” streaming Android media players (“Loop Players”) and legacy ScreenPlay computers and (ii) through screens on digital platforms owned and operated by third parties (each a “Partner Platform” and collectively, the “Partner Platforms,” and together with the O&O Platform, the “Loop Platform”). As of December 31, 2022, we had
We define an “active unit” as (i) an ad-supported Loop Player (or DOOH location using our ad- supported service through our “Loop for Business” application or using an DOOH venue-owned computer screening our content) that is online, used on our O&O Platform, playing content, and has checked into the Loop analytics system at least once in the 90-day period or (ii) a DOOH location customer using our subscription service on our O&O Platform at any time during the 90-day period. We use “QAU” to refer to the number of such active units during such period. We do not count towards our QAUs any Loop Players or screens used on our Partner Platform.
Liquidity and management’s plan
In accordance with Accounting Standards Update, or ASU, No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Although it is difficult to predict our liquidity requirements, as of December 31, 2022, based upon our current operating plan, we believe that we will have sufficient cash to meet our projected operating requirements for at least the next twelve months following the issuance of the first quarter consolidated financial statements based on the balance of cash and the projected cash flows from operations.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The following (a) condensed consolidated balance sheet as of September 30, 2022, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the three months ended December 31, 2022, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2022, are not necessarily indicative of results that may be expected for the year ending September 30, 2023.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2022, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on December 20, 2022.
Basis of presentation
The consolidated financial statements include our accounts and our wholly-owned subsidiaries, EON Media Group Pte. Ltd. and Retail Media TV, Inc. The unaudited condensed consolidated financial statements are prepared using the accrual basis of accounting in accordance with US GAAP. All inter-company transactions and balances have been eliminated on consolidation.
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Significant estimates include assumptions used in the revenue recognition of performance obligations, allowance for doubtful accounts, fair value of stock-based compensation awards, income taxes and going concern.
Segment reporting
We report as
Cash
Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any loses on such accounts. On December 31, 2022, and September 30, 2022, we had
As of December 31, 2022, and September 30, 2022, approximately $
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Accounts receivable
Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of December 31, 2022, and September 30, 2022, we had recorded an allowance for doubtful accounts of $
Concentration of credit risk
During the three-months ended December 31, 2022, we had
As of December 31, 2022,
We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation.
Inventory
Inventories are valued at the lower of cost or net realizable value. We purchase inventory from a vendor and all inventory purchased is deemed finished goods. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. As of December 31, 2022, and September 30, 2022, we had recorded
Prepaid expenses
Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense.
Content Assets
We capitalize the fixed content fees and corresponding liability when the license period begins, the cost of the content is known, and the content is accepted and available for streaming. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded, and licensing costs are expensed as incurred. We amortize licensed content assets into cost of revenue, using the straight-line method over the contractual period of availability. The liability is paid in accordance with the contractual terms of the arrangement. Internally-developed content costs are capitalized in the same manner as licensed content costs, when the cost of the content is known and the content is ready and available for streaming. We amortize internally-developed content assets into cost of revenue, using the straight-line method over the estimated period of streaming.
Long-lived assets
We evaluate the recoverability of long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment
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loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. Our finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from
to .Property and equipment, net
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Our capitalization policy is to capitalize property and equipment purchases greater than $
Loop players are capitalized as fixed assets and depreciated over the estimated period of use.
See below for estimated useful lives:
Equipment |
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Software |
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Operating leases
We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than twelve months, we have elected the short-term lease measurement and recognition exemption, and we recognize such lease payments on a straight-line basis over the lease term.
Fair value measurement
We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows:
● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. |
● | Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
● | Level 3 inputs to the valuation methodology is one or more unobservable inputs which are significant to the fair value measurement. |
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The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required.
We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed consolidated financial statements on a nonrecurring basis include items such as property and equipment, operating lease assets, goodwill, and other intangible assets, which are measured at fair value if determined to be impaired.
On September 26, 2022, our convertible debentures converted to common stock as part of our public offering, uplist to the NYSE stock exchange, and in accordance with the terms of the original debt agreements. As of September 30, 2022, the remaining balance of the derivative liability was written off as part of the conversion to equity. Thus, there is
The following table summarizes changes in fair value measurements of the Derivative Liability during the three months ended December 31, 2021:
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Balance as of September 30, 2021 | $ | | ||
Change in fair value |
| ( | ||
Balance as of December 31, 2021 | $ | |
Advertising costs
We expense all advertising costs as incurred. Advertising and marketing costs for the three months ended December 31, 2022, and 2021, were $
Revenue recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration we expect to receive in exchange for those products. In instances where final acceptance of the product is specified by the client, revenue is deferred until all acceptance criteria have been met. Revenues are recognized under Topic 606 in a manner that reasonably reflects the delivery of our products and services to clients in return for expected consideration and includes the following elements:
● | executed contracts with our customers that we believe are legally enforceable; |
● | identification of performance obligations in the respective contract; |
● | determination of the transaction price for each performance obligation in the respective contract; |
● | allocation of the transaction price to each performance obligation; and |
● | recognition of revenue only when we satisfy each performance obligation. |
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Performance obligations and significant judgments
Our revenue can be categorized into two revenue streams with the following performance obligations and recognition patterns:
Advertising revenue
Advertising revenue accounts for
For advertising inventory provided to advertisers through the use of an advertising demand partner or agency whose fees or commission is calculated based on a stated percentage of gross advertising spending, our revenues are reported net of agency fees and commissions.
For advertising revenue, we recognize revenue at the time the digital advertising impressions are filled and the advertisements are played and, for sponsorship revenue, we generally recognize revenue ratably over the term of the sponsorship arrangement as the sponsored advertisements are played.
Legacy and other business revenue
Legacy and other business revenue accounts for the remaining
o | Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. Revenue from streaming services is insignificant. |
o | Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. |
o | Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. Revenue from hardware sales is insignificant. |
Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified.
Customer acquisition costs
We record commission expense associated with subscription revenue. Commissions are included in operating expenses. We have elected the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less.
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Cost of revenue
Cost of revenue represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop players is not included in cost of sales.
Deferred income
We bill subscription services in advance of when the service period is performed. The deferred income recorded at December 31, 2022, and September 30, 2022, represents our accounting for the timing difference between when the subscription fees are received and when the performance obligation is satisfied. For the three months ended December 31, 2022, and 2021, revenue of $191,331 and $
Net loss per share
We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares.
Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator.
The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2022, and September 30, 2022, respectively, because their inclusion would have been anti-dilutive.
| December 31, |
| September 30, | |
2022 | 2022 | |||
Options to purchase common stock |
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Warrants to purchase common stock |
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Restricted Stock Units (RSUs) | | | ||
Series A preferred stock |
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Series B preferred stock |
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Convertible debentures |
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Total common stock equivalents |
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Shipping and handling costs
A shipping and handling fee is charged to customers and recorded as revenue at the time of sale. The associated cost of shipping and handling is recorded as a cost of revenue at the time of service.
Income taxes
We account for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
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Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have no material uncertain tax positions for any of the reporting periods presented.
We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. We have also made a policy election to treat the income tax with respect to global intangible low-tax income as a period expense when incurred.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. The adoption of this standard in the first quarter of 2022 had no impact on our consolidated financial statements.
Stock-based compensation
Stock-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the stock-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. Previously reported accounts payable and accrued liabilities have now been disaggregated into accounts payable, accrued liabilities, and accrued royalty. Further, stock-based compensation and depreciation and amortization expenses have now been segregated from sales, general and administrative expenses and separately reported within operating expenses.
Recently adopted accounting pronouncements
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). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. We adopted this ASU as of October 1, 2022, and there is no material impact as of December 31, 2022.
Recent accounting pronouncements
In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2022. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures.
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NOTE 3 – CONTENT ASSETS
Content Assets
The content we stream to our users is generally acquired by securing the intellectual property rights to the content through licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing can be for a fixed fee or can be a revenue sharing arrangement. The licensing arrangements specify the period when the content is available for streaming, the territories, the platforms, the fee structure and other standard content licensing terms defining the rights and/or restrictions for how the licensed content can be used by Loop. We also develop original content internally, which is capitalized when the content is ready and available for streaming, and generally amortized over a period of
As of December 31, 2022, content assets were $
We recorded amortization expense in cost of revenue, in the consolidated statements of operations, related to capitalized content assets:
| ||||||
Three months ended December 31, | ||||||
2022 |
| 2021 | ||||
Licensed Content Assets | $ | | $ | | ||
Internally-Developed Assets | | — | ||||
Total | $ | | $ | |
Our content license contracts are typically
Remaining in Fiscal Year 2023 | Fiscal Year 2024 | Fiscal Year 2025 | |||||||
Licensed Content Assets | $ | | $ | | $ | | |||
Internally-Developed Assets |
| |
| |
| — | |||
Total | $ | | $ | | $ | | |||
License Content Liabilities
On December 31, 2022, we had $
NOTE 4. PROPERTY AND EQUIPMENT
Our property and equipment, net consisted of the following as of December 31, 2022, and September 30, 2022:
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| December 31, |
| September 30, | |||
2022 | 2022 | |||||
Equipment | $ | | $ | | ||
Software |
| |
| | ||
| |
| | |||
Less: accumulated depreciation |
| ( |
| ( | ||
Total property and equipment, net | $ | | $ | |
For the three months ended December 30, 2022, and 2021, depreciation expense, calculated using straight line method, charged to operations amounted to $
NOTE 5. INTANGIBLE ASSETS
Our intangible assets, each definite lived assets, consisted of the following as of December 31, 2022, and September 30, 2022:
December 31, |
| September 30, | ||||||
| Useful life |
| 2022 |
| 2022 | |||
Customer relationships | $ | | $ | | ||||
Content library |
| |
| | ||||
Total intangible assets, gross |
| |
| | ||||
Less: accumulated amortization |
| ( |
| ( | ||||
Total |
| ( |
| ( | ||||
Total intangible assets, net | $ | | $ | |
Amortization expense charged to operations amounted to $
Annual amortization expense for the next five years and thereafter is estimated to be $
NOTE 6 – OPERATING LEASES
Operating leases
We have operating leases for office space and office equipment. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of our lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes.
| December 31, |
| September 30, | |||
2022 | 2022 | |||||
Short term portion | $ | | $ | | ||
Long term portion |
| — |
| — | ||
Total lease liability | $ | | $ | |
Maturity analysis under these lease agreements are as follows:
|
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2023 | $ | | |
Total undiscounted cash flows |
| | |
Less: 10% Present value discount |
| ( | |
Lease liability | $ | |
Three months ended December 31, | ||||||
| 2022 |
| 2021 | |||
Operating lease expense | $ | | $ | | ||
Short-term lease expense |
| |
| | ||
Total lease expense | $ | | $ | |
Operating lease expense is included in sales, general and administration expenses in the consolidated statement of operations.
For the three months ended December 30, 2022, cash payments against lease liabilities totaled $
For the three months ended December 31, 2021, cash payments against lease liabilities totaled $
Weighted-average remaining lease term and discount rate for operating leases are as follows:
Weighted-average remaining lease term |
| ||
Weighted-average discount rate |
| | % |
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following as of December 31, 2022, and September 30, 2021:
| December 31, |
| September 30, | |||
2022 | 2022 | |||||
Accounts payable | $ | | $ | | ||
Performance bonuses |
| | | |||
Insurance liabilities |
| |
| | ||
Professional fees | | | ||||
Commissions | | | ||||
Interest payable | |
| | |||
Marketing | | | ||||
Other accrued liabilities | | | ||||
Accrued liabilities |
| |
| | ||
Accrued royalties | | | ||||
Total accounts payable and accrued expenses | $ | | $ | |
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NOTE 8 – DEBT
Lines of Credit as of December 31, 2022: | |||||||||||||||
Unpaid | Contractual | ||||||||||||||
Net Carrying Value | Principal | Interest Rates | Contractual | Warrants | |||||||||||
Related party lines of credit: | Current | Long Term | Balance | Cash | Maturity Date | issued | |||||||||
$ | (1) | $ | — | $ | | $ | | | |||||||
Total related party lines of credit, net | $ | — | $ | | $ | | |||||||||
Lines of credit: | |||||||||||||||
$ | (2) | $ | | $ | — | $ | | | |||||||
$ | — | | | Greater of | — | ||||||||||
Total lines of credit, net | $ | | $ | | $ | | |||||||||
Lines of Credit as of September 30, 2022: | |||||||||||||||
Unpaid | Contractual | ||||||||||||||
Net Carrying Value | Principal | Interest Rates | Contractual | Warrants | |||||||||||
Related party lines of credit: | Current | Long Term | Balance | Cash | Maturity Date | issued | |||||||||
$ | (1) | $ | — | $ | | $ | | | |||||||
Total related party lines of credit, net | $ | — | $ | | $ | | |||||||||
Lines of credit: | |||||||||||||||
$ | (2) | $ | — | $ | | $ | | | |||||||
$ | — | | | Greater of | — | ||||||||||
Total lines of credit, net | $ | — | $ | | $ | |
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The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit:
Three months ended December 31, | |||||
2022 | 2021 | ||||
Interest expense | $ | $ | — | ||
Amortization of debt discounts | — | ||||
Total | $ | | $ | — | |
For the fiscal years ended September 30, | |||||
2023 | $ | — | |||
2024 | | ||||
2025 | — | ||||
2026 | — | ||||
2027 | — | ||||
Lines of credit, related and non related party | | ||||
Less: Debt discount on lines of credit payable | ( | ||||
Total Lines of credit payable, related and non related party, net | $ | |
Non-Revolving Lines of Credit
On February 23, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “Prior Excel Loan Agreement”) with Excel Family Partnership, LLLP (“Excel”), an entity managed by Bruce Cassidy, a member of our Board of Directors, for aggregate principal amount of $
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The Excel Non-Revolving Loan had a balance, including accrued interest, amounting to $
Effective as of May 13, 2022, we entered into a Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Loan Agreement”) with several institutions and individuals and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for an aggregate principal amount of $
The warrants were accounted for as equity awards. We allocated the debt and warrant on a relative fair value basis to the proceeds received for the non-revolving lines of credit. We further allocated the fair value of $
The RAT Non-Revolving Loan had a balance, including accrued interest, amounting to $
Revolving Loan Agreement
Effective as of July 29, 2022, we entered into a Loan and Security Agreement (the “Revolving Loan Agreement”) with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the initial principal sum of up to $
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to the Senior Lender. We are permitted to make regularly scheduled payments, including payments upon maturity, to such subordinated lenders and potentially other payments subject to a measure of cash flow and receiving certain financing activity proceeds, in accordance with the terms of the Subordination Agreements. In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to
The warrants were accounted for as equity awards. We allocated the debt and warrant on a relative fair value basis to the proceeds received for the revolving loan agreement. We further allocated the fair value of the $
The Revolving Loan had a balance, including accrued interest, amounting to $
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NOTE 9 – COMMITMENTS AND CONTINGENCIES
We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are
NOTE 10 – RELATED PARTY TRANSACTIONS
Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.
Revolving Loan Agreement
Effective as of July 29, 2022, we entered into the Revolving Loan Agreement. In connection with the loan under the Revolving Loan Agreement, the Subordinated Lenders delivered Subordination Agreements to the Senior Lender. In connection with the delivery of the Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to
Excel Non-Revolving Loan Agreement
On February 23, 2022, we entered into the Prior Excel Loan Agreement with Excel, an entity managed by Bruce Cassidy, a member of our Board of Directors, for the $2m Loan (aggregate principal amount of $
The Excel Non-Revolving Loan had a balance, including accrued interest, amounting to $
500 Limited
For the three months ended December 31, 2022, and 2021, we paid 500 Limited $
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NOTE 11 –STOCKHOLDERS’ EQUITY (DEFICIT)
Convertible Preferred Stock
Of the
As of December 31, 2022, there were (i) no shares of Series A Preferred Stock
Change in Number of Authorized and Outstanding Shares
On September 21, 2022, a 1 for
Common stock
Our authorized capital stock consists of
Three months ended December 31, 2022
See Note 12 – Stock Options and Warrants for stock compensation discussion.
Three months ended December 31, 2021
See Note 12 – Stock Options and Warrants for stock compensation discussion.
NOTE 12 – STOCK OPTIONS AND WARRANTS
Options
Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using our historical stock prices. We account for the expected life of options based on the contractual life of options for non-employees. For employees, we account for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.
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The following table summarizes the stock option activity for the three months ended December 31, 2022:
Weighted | Weighted Average | |||||||||
Average | Remaining | Aggregate | ||||||||
| Options |
| Exercise Price |
| Contractual Term |
| Intrinsic Value | |||
Outstanding at September 30, 2022 |
| | $ | |
| $ | | |||
Grants |
| — |
| — |
| — | — | |||
Exercised |
| — |
| — |
| — |
| — | ||
Expired |
| — |
| — |
| — |
| — | ||
Forfeited |
| ( |
| |
| — |