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 global platform for livestream and on-demand audio, video and podcast content in music, comedy and pop culture.

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).

Basis of Presentation

The presented financial information includes the financial information and activities of PodcastOne for the three and six months ended September 30, 2021 (91 days and 182 days, respectively) and for the three months and six months ended September 30, 2020 (91 days). The presented financial information includes the financial information and activities of CPS for the three and six months ended September 30, 2021 (91 days and 182 days, respectively) and does not include the financial information and activities of CPS for the three and six months ended September 30, 2020 as the acquisition took place subsequent to this period.

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 months ended September 30, 2021. The results for the three and six months ended September 30, 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 $16.7 million as of September 30, 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 $15.2 million during the quarter ended September 30, 2021 and had a working capital deficiency of $17.6 million as of September 30, 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 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 is remaining as of the date of this Quarterly Report. 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 it will be on terms that are satisfactory to it. Even if the Company is able to obtain additional financing, it may contain terms that result in undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. 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 Accounting Policies

6 Months Ended

Sep. 30, 2021

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 (the “CARES Act”) was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and 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, and determined that the payroll tax credit will be recognized as a reduction to the payroll tax expense when it is reasonably assured that the credit will be received. As of September 30, 2021, the Company determined that it is reasonably assured that the credit will be received and recognized the credit of $1.2 million as a reduction of payroll tax expense for the quarter ended September 30, 2021. The Company does not anticipate the associated impacts of the other provisions, if any, will have a material effect on its provision for income taxes.

On December 29, 2020 the Consolidated Appropriations Act (“CAA”) was enacted in the United States. The CAA provides numerous tax provisions and most notably for the Company changes the tax treatment of those expenses paid for with a PPP loan from non-deductible to deductible. The Company has completed its evaluation of 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 September 30, 2021 and 2020, the Company had 3,621,124 and 4,423,334 options outstanding, respectively, 5,212,732 and 4,518,105 restricted stock units outstanding, respectively, 0 and 167,363 warrants outstanding, respectively, and 5,806,321 and 5,575,280 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 six months ended September 30, 2021 and 2020 (in thousands):

	2021		2020
Cash and cash equivalents	$	16,478	$	20,744
Restricted cash		260		235
Total cash and cash equivalents and restricted cash	$	16,738	$	20,979

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 September 30, 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 September 30, 2021, the Company had one customer that made up 18% of the total accounts receivable balance. At March 31, 2021, the Company had two customers that made up 21% and 15% of the total accounts receivable balance, respectively.

The Company’s accounts receivable at September 30, 2021 and March 31, 2021 is as follows (in thousands):

	September 30,		March 31,
	2021		2021
Accounts receivable, gross	$	15,176	$	10,679
Less: Allowance for doubtful accounts		139		112
Accounts receivable, net	$	15,037	$	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 six months ended September 30, 2021.

Adoption of New Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15. Intangibles - Goodwill and Other – Internal-Use Software, related to accounting for implementation costs incurred in hosted cloud computing service arrangements. Under the new guidance, implementation costs incurred in a hosting arrangement that is a service contract should be expensed or capitalized based on the nature of the costs and the project stage during which such costs are incurred. If the implementation costs qualify for capitalization, they must be amortized over the term of the hosting arrangement and assessed for impairment. Companies must disclose the nature of any hosted cloud computing service arrangements. This ASU also provides guidance for balance sheet and income statement presentation of capitalized implementation costs and statement of cash flows presentation for the related payments. This ASU was effective beginning in the first quarter of the Company’s fiscal year 2021. The Company prospectively 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 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.

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.

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

6 Months Ended

Sep. 30, 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 six months ended September 30, 2021 and 2020 (in thousands):

	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Revenue
Subscription Services	$	9,879	$	7,732	$	18,962	$	16,602
Advertising		8,808		5,492		16,745		5,743
Merchandising		2,956		-		6,616		-
Sponsorship and Licensing		168		204		5,304		1,379
Ticket/Event		113		1,131		13,064		1,342
Total Revenue	$	21,924	$	14,559	$	60,691	$	25,066

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 six months ended September 30, 2021 (in thousands):

	Contract Liabilities
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		3,174
Balance as of September 30, 2021	$	3,980

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Property, Plant and Equipment [Abstract]

Business Combinations

6 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business Combinations

Note 4 — Business Combinations

PodcastOne

On July 1, 2020, the Company’s wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired 100% of the equity interests of PodcastOne for net consideration of $16.1 million consisting of 5,363,636 shares of the Company’s common stock with a fair value of $14.6 million net of a 24% discount for lack of marketability described below, contingent consideration with a fair value of $1.1 million and an additional true-up of 203,249 shares during the third quarter of fiscal 2021 valued at $0.4 million, net of a 24% discount for lack of marketability described below, that was issued as part of the final purchase price consideration. 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 $0.1 million charge to other income (expense) in the accompanying condensed consolidated statement of operations for the six months ended September 30, 2021. The contingent consideration liability of $2.9 million is classified within Other Current Liabilities in the accompanying condensed consolidated balance sheets at September 30, 2021 (see Note 14 – Other Long-Term Liabilities).

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, 2021.

The following table presents the revenues, net loss and earnings per share of the combined company for the three and six months ended September 30, 2020 as if the acquisition of PodcastOne had been completed on April 1, 2020 (in thousands, except per share data).

	Three Months Ended September 30, 2020 (unaudited)
Revenues	$	14,559
Net loss		(10,189	)
Net loss per share – basic and diluted	$	(0.15	)

	Six Months Ended September 30, 2020 (unaudited)
Revenues	$	29,812
Net loss		(18,904	)
Net loss per share – basic and diluted	$	(0.29	)

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.

CPS

On December 22, 2020, the Company’s wholly owned subsidiary, LiveXLive Merchandising, Inc., acquired 100% of the equity interests of CPS for total consideration of 2,230,769 shares of the Company’s restricted common stock with a fair value of $6.4 million net of a 25% discount for lack of marketability described below. The shares of the Company’s common stock issued to the sellers are subject to a twelve-month lock-up period from the closing date, such that no such shares can be sold, transferred, assigned, hypothecated, or in any way disposed of, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise prior to the expiration of such period.

The Company agreed to also issue up to approximately 577,000 additional shares of its restricted common stock, classified as contingent consideration, 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 reflect management’s current estimate and were valued at $1.7 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability. 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) in the accompanying condensed consolidated statement of operations for the three months ended September 30, 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.

Property and Equipment

6 Months Ended

Sep. 30, 2021

Property and Equipment

Note 5 — Property and Equipment

The Company’s property and equipment at September 30, 2021 and March 31, 2021 was as follows (in thousands):

	September 30,			March 31,
	2021			2021
Property and equipment, net
Computer, machinery, and software equipment	$	5,393		$	5,277
Furniture and fixtures		141			141
Leasehold improvements		531			531
Capitalized internally developed software		12,144			10,154
Total property and equipment		18,209			16,103
Less accumulated depreciation and amortization		(13,506	)		(11,736	)
Total property and equipment, net	$	4,703		$	4,367

Depreciation expense was $0.9 million and $1.8 million for the three and six months ended September 30, 2021, respectively, and $0.8 million and $1.5 million for the three and six months ended September 2020, respectively.

Goodwill and Intangible Assets

6 Months Ended

Sep. 30, 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 six months ended September 30, 2021 (in thousands):

	Goodwill
Balance as of March 31, 2021	$	22,619
Acquisitions		-
Impairment losses		-
Purchase price adjustment (See Note 4 – Business Combinations)		301
Balance as of September 30, 2021	$	22,920

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 six months ended September 30, 2021 (in thousands):

	Tradenames
Balance as of March 31, 2021	$	4,637
Acquisitions		-
Impairment losses		-
Balance as of September 30, 2021	$	4,637

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets were as follows as of September 30, 2021 (in thousands):

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	19,281	$	14,461	$	4,820
Intellectual property (patents)		5,366		1,341		4,025
Customer relationships		6,570		5,915		655
Content creator relationships		772		607		165
Domain names		514		52		462
Brand and trade names		2,571		353		2,218
Non-compete agreement		250		139		111
Customer lists		2,903		466		2,437
Total	$	38,227	$	23,334	$	14,893

The Company’s finite-lived intangible assets were as follows as of March 31, 2021 (in thousands):

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	19,281	$	12,533	$	6,748
Intellectual property (patents)		5,366		1,163		4,203
Customer relationships		6,570		5,652		918
Content creator relationships		772		371		401
Domain names		429		31		398
Brand and trade names		2,571		253		2,318
Non-compete agreement		250		97		153
Customer 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 $3.0 million for the three and six months ended September 30, 2021, respectively, and $1.4 million and $2.7 million for the three and six 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 six months)	$	2,988
2023		4,482
2024		1,024
2025		1,058
2026		1,084
Thereafter		4,257
	$	14,893

Accounts Payable and Accrued Liabilities

6 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

Note 7 — Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at September 30, 2021 and March 31, 2021 were as follows (in thousands):

	September 30,		March 31,
	2021		2021
Accounts payable	$	20,930	$	18,541
Accrued liabilities		16,838		13,786
Lease liabilities, current		273		319
	$	38,041	$	32,646

Notes Payable

6 Months Ended

Sep. 30, 2021

Note Payable [Abstract]

Notes Payable

Note 8 — Notes Payable

	September 30,			March 31,
	2021			2021
Senior promissory note	$	-		$	351
PPP loans		602			3,110
SBA loan		157			153
		759			3,614
Less: Current portion of Notes payable		(109	)		(2,729	)
Notes payable	$	650		$	885

Senior Promissory Note

As of September 30, 2021 the promissory note and related Delaware and California judgments have been satisfied 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. On April 22, 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 six months ended September 30, 2021. We have not accrued any liability associated with the risk of an adverse SBA review.

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. All or a portion of this loan may be forgiven by the SBA upon application by the Company before the maturity date of the loan and upon documentation of expenditures in accordance with the SBA requirements. In the event the loans, or any portion thereof, are forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further requires the Company to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria.

Unsecured Convertible Notes

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Unsecured Convertible Notes

Note 9 — Unsecured Convertible Notes

The Company’s unsecured convertible notes payable at September 30, 2021 and March 31, 2021 were as follows (in thousands):

	September 30, 2021			March 31, 2021
Unsecured Convertible Notes - Related Party
8.5% Unsecured Convertible Note - Due May 31, 2023	$	4,550		$	4,397
8.5% Unsecured Convertible Notes - Due May 31, 2023		1,141			1,104
Less: Discount		-			-
Net		5,691			5,501

Unsecured Convertible Promissory Note	$	2,000		$	2,000
Accrued Interest		273			186
Less: Discount		(92	)		(223	)
Fair Value of Embedded Derivatives		1			13
Net		2,182			1,976
Unsecured Convertible Notes, Net		7,873			7,477
Less: Unsecured Convertible Notes, Current		(2,182	)		(1,976	)
Unsecured Convertible Notes, Net, Long-term	$	5,691		$	5,501

Total principal maturities of the Company’s long-term borrowings, including the secured convertible notes, unsecured convertible notes, senior secured revolving line of credit, and notes payable are $2.2 million for the year ending March 31, 2022 (remaining six 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 September 30, 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 September 30, 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 September 30, 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 consolidated statement of operations for the three months ended September 30, 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. The Note is convertible by the holder at any time prior to maturity in part or in whole with the unpaid interest and principal convertible at a conversion price equal to $4.50 per share of the Company’s common stock, subject to certain protective adjustments. The Note may be prepaid in whole or in part in cash without penalty at any time prior to maturity. Any such prepayment will be applied to accrued interest first and then the principal.

At September 30, 2021, the Company performed a fair value analysis using a binomial lattice calculation on the derivative instruments using the following assumptions: Coupon Rate: 8.0%, Term: 0.4 years, Volatility: 63.4%, Market Rate: 4.7% and Probability of Default: 6.6%. The Company determined that as of the assessment date the fair value of the embedded derivative instrument, including the change in fair value, was not material.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Senior Secured Convertible Notes [Abstract]

Secured Convertible Notes

6 Months Ended

Sep. 30, 2021

Secured Convertible Notes

Note 10 — Secured Convertible Notes

The Company’s secured convertible notes at September 30, 2021 and March 31, 2021 were as follows (in thousands):

	September 30, 2021			March 31, 2021
Secured Convertible Notes	$	15,000		$	15,000
Accrued interest		319			319
Fair value of embedded derivatives		20			118
Less: Discount		(1,872	)		(2,071	)
Net		13,467			13,366
Less: Current Portion, accrued interest		(319	)		(319	)
Secured Convertible Notes, long-term	$	13,148		$	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 June 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 to the Senior Lender 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 restricted 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 was required to file with the SEC a resale Registration Statement on Form S-3 (or another suitable form) as soon as reasonably practical after the Closing Date, but in any event within 30 days after the Closing Date (the “Filing Date”), and have such Registration Statement be declared effective by the SEC on the date (the “Effectiveness Date”) which is the earlier of (i)(x) in the event that the initial Registration Statement is not subject to a full review by the SEC, 45 calendar days after the Filing Date, or (y) in the event that such initial Registration Statement is subject to a full review by the SEC, 90 calendar days after the Filing Date, and (ii) the fifth Business Day after the date the Company is notified by the SEC that such initial Registration Statement will not be reviewed or will not be subject to further review. Upon the occurrence of certain events (each an “Event”), the Company will be required to pay liquidated damages in cash to each of the Assignees in the amount of 2.0% of the purchase price of the Harvest Notes paid by such Assignee upon the date of the Event and then monthly thereafter until the Event is cured. In no event shall the aggregate amount of liquidated damages payable to each of the Assignees exceed in the aggregate 15% of the purchase price of the Harvest Notes paid by such Assignee. We filed such 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 of Credit

6 Months Ended

Sep. 30, 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 September 30, 2021 was 3.75%.

The principal balance under the Revolving Credit Facility as of September 30, 2021 was $7.0 million.

The entire disclosure for credit loss on financial instrument measured at amortized cost basis, net investment in lease, off-balance sheet credit exposure, and available-for-sale debt security.

Related Party Transactions

Related Party Transactions

6 Months Ended

Sep. 30, 2021

Note 12 — Related Party Transactions

As of September 30, 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

6 Months Ended

Sep. 30, 2021

Lease Of Lessee Disclosure [Abstract]

Leases

Note 13 — Leases

The Company leases a space at a location under a non-cancellable operating lease with a remaining lease term of 1 year, expiring in fiscal year 2022. On December 22, 2020, the Company acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, expiring June 30, 2024.

The Company leases several office locations with lease terms that are less than 12 months or are on month to month terms. Rent expense for these leases totaled less than $0.1 million and $0.2 million for the three and six months ended September 30, 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 $0.3 million and $0.5 million during the three and six months ended September 30, 2021, respectively.

Operating lease costs for six months ended September 30, 2021 and 2020 consisted of the following (in thousands):

	Six Months Ended September 30,
	2021		2020
Fixed rent cost	$	532		46
Short term lease cost		168		282
Total operating lease cost	$	700		328

Supplemental balance sheet information related to leases was as follows (in thousands):

Operating leases	September 30, 2021		March 31, 2021
Operating lease right-of-use assets	$	873		1,057

Operating lease liability, current	$	274		319
Operating lease liability, noncurrent		610		742
Total operating lease liabilities	$	884		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 September 30, 2021 were as follows (in thousands):

For Years Ending March 31,
2022 (remaining six months)		176
2023		358
2024		320
2025		93
Total lease payments		947
Less: imputed interest		(63	)
Present value of operating lease liabilities	$	884

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

6 Months Ended

Sep. 30, 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.

	September 30, 2021		March 31, 2021
Due to Music Partner	$	577	$	3,937
Other long-term liabilities		-		2,422

The amount included in Other long-term liabilities at March 31, 2021 is comprised of a contingent consideration liability resulting from the business combination with PodcastOne (Note 4 - Business Combinations) and is carried at fair value (see Note 19 - Fair Value Measurements). At September 30, 2021 the contingent consideration liability is classified as current in other current liabilities in the accompanying condensed consolidated balance sheets.

Commitments and Contingencies

6 Months Ended

Sep. 30, 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 September 30, 2021, the Company has licenses, production and/or distribution agreements to make guaranteed payments as follows: $0.7 million for the fiscal year ending March 31, 2022 (remaining six 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 September 30, 2021, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $4.5 million for the fiscal year ending March 31, 2022 (remaining six 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 September 30, 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

In March 2018, Manatt Phelps& Phillips, LLP (“Manatt”) served the Company with a complaint filed on February 22, 2018 in the Supreme Court of the State of California County of Los Angeles against the Company. As of September 30, 2021, the promissory note and related Delaware and California judgments have been satisfied in full.

On April 10, 2018, Joseph Schnaier, Danco Enterprises, LLC (an entity solely owned by Mr. Schnaier, “Danco”), Wantmcs Holdings, LLC (Mr. Schnaier is the managing member) and Wantickets (Mr. Schnaier is the 90% beneficial owner) filed a complaint in the Supreme Court of the State of New York, County of New York against each of the Company, LXL Tickets, Robert S. Ellin, Alec Ellin, Blake Indursky and Computershare Trust Company, N.A. (“Computershare”). Plaintiffs subsequently voluntarily dismissed all claims against Alec Ellin and Blake Indursky. The complaint alleged multiple causes of action arising out of Schnaier’s investment (through Danco) of $1.25 million into the Company in 2016, the Company’s purchase of certain operating assets of Wantickets pursuant to the Asset Purchase Agreement, dated as of May 5, 2017, and Mr. Schnaier’s employment with LXL Tickets, including claims for fraudulent inducement, breach of contract, conversion, and defamation. Plaintiffs seek monetary damages and injunctive relief. Plaintiffs have also sued Computershare for negligence and for injunctive relief relating to the refusal to transfer certain restricted shares of the Company’s common stock owned by the plaintiffs. Plaintiffs are seeking injunctive relief, damages of approximately $26.7 million, plus interest, attorneys’ fees and costs and other such relief as the court may award. The Company has denied plaintiffs’ claims. The Company believes that the complaint is an intentional act by the plaintiffs to publicly tarnish the Company’s and its senior management’s reputations through the public domain in an effort to obtain by threat of litigation certain results for Mr. Schnaier’s self-serving and improper purposes. The Company is vigorously defending this lawsuit, and the Company believes that the allegations are without merit and that it has strong defenses. On June 26, 2018, the Company and LXL Tickets, filed counterclaims against the plaintiffs for breach of contract (including under the Asset Purchase Agreement), fraudulent inducement, and other causes of action, seeking injunctive relief, damages, attorneys’ fees and expenses and such other relief as the court may award. The parties are currently engaged in pre-trial proceedings, including continuing discovery efforts with the trial not expected to commence, if any, until the Company’s fiscal year ending March 31, 2022 (unless further delayed as a result of the COVID-19 pandemic). In October 2018, pursuant to the terms of the APA, the Company submitted a formal demand to Wantickets, Mr. Schnaier and Danco to indemnify the Company, among other things, for its costs and expenses incurred in connection with this matter. As of March 31, 2021, all of plaintiffs’ claims other than fraudulent inducement and breach of the employment agreement were dismissed or addressed by the parties or the court. In March 2021, the Company filed its summary judgement motion, and the plaintiffs filed their opposition to the motion. The oral argument on the summary judgment motion is scheduled for November 4, 2021. While a trial date has not yet been set, if the Company’s summary judgment motion is not successful, the Company expects the trial to commence sometime during the fiscal year ended March 31, 2022. The Company intends to continue to vigorously defend all defendants against any liability to the plaintiffs with respect to the remaining claims. As of September 30, 2021, while the Company has assessed the likelihood of a loss, if any, is not probable, the outcome of this lawsuit is inherently uncertain and the potential range of loss could have a material adverse effect on the Company’s business, financial condition and results of operations.

In July 2021, Simply Greatness Productions, LLC (“SGP”) filed a complaint against the Company and Paul Cazers in the Superior Court of the State of California County of Los Angeles. The complaint seeks damages for an alleged breach of contract by the Company and an alleged breach of contract by Mr. Cazers related to the “Social Gloves: Battle of the Platforms” boxing event (the “Event”), alleges that the Company fraudulently induced SGP to commit to an oversize production budget based upon the Company’s knowing or negligent misrepresentation as to the anticipated pay-per-view sales for the Event, and seeks an accounting on the performance of the Event. The Company intends to file an answer to the complaint and to vigorously defend itself against any liability to the plaintiffs with respect to the claims.

In July 2021, 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 arises from defamatory statements the defendants made following the Event claiming that the Company lied about the ticket sales. SGP’s financial auditor has validated the Company’s representations. In addition, the complaint alleges 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 the Company. The complaint further alleges fraud and intentional interference with prospective economic advantage. The Company is asking the court to award no less than $100 million in damages.

During each of the six months ended September 30, 2021 and 2020, the Company recorded aggregate legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third-parties of $0.1 million and $0, respectively. During the six months ended September 30, 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

6 Months Ended

Sep. 30, 2021

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 16 — Employee Benefit Plan

Effective March 2019, the Company sponsors a 401(k) plan (the “401(k) Plan”) covering all employees. Prior to March 31, 2019, only Slacker employees were eligible to participate in the 401(k) Plan. Employees are eligible to participate in the 401(k) Plan the first day of the calendar month following their date of hire. The Company may make discretionary matching contributions to the 401(k) Plan on behalf of its employees up to a maximum of 100% of the participant’s elective deferral up to a maximum of 5% of the employees’ annual compensation. The Company’s matching contributions were not material to the financial statements for the three and six month periods ended September 30, 2021 and 2020.

Stockholders’ Equity

6 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 17 — Stockholders’ Equity

Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors

During the six months ended September 30, 2021, the Company incurred $0.6 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. The remaining unrecognized compensation cost of $0.2 million is expected to be recorded over the next year as the shares vest.

During the six months ended September 30, 2020, the Company incurred $0.8 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 $9.9 million and $5.3 million during the six months ended September 30, 2021 and 2020, respectively, and $4.8 million and $2.5 million during the three months ended September 30, 2021 and 2020, respectively. The total tax benefit recognized related to share-based compensation expense was $0 for the three and six months ended September 30, 2021 and 2020, respectively.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Business Segment and Geographic Reporting

Business Segment and Geographic Reporting

6 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

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 six months ended September 30, 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 24% and 45% of the Company’s consolidated revenues for the six months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021 and 2020, one external customer accounted for 35% of the Company’s consolidated revenues.

Geographic Information

The Company operates as an internet live music streaming platform based in the United States. All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Fair Value Measurements

6 Months Ended

Sep. 30, 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):

	September 30, 2021
	Fair		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration liability from PodcastOne acquisition	$	2,897	$	-	$	-	$	2,897
Contingent consideration liability from CPS acquisition		-		-		-		-
Bifurcated embedded derivative on secured convertible notes payable		21		-		-		21
Bifurcated embedded derivative on unsecured convertible note payable		-		-		-		-

	March 31, 2021
	Fair		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration liability from PodcastOne acquisition	$	2,423	$	-	$	-	$	2,423
Contingent consideration liability from CPS acquisition		2,513		-		-		2,513
Bifurcated embedded derivative on 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		(213	)
Settlement of contingent consideration liability from CPS acquisition		(1,826	)
Balance as of September 30, 2021	$	2,918

The following table presents a reconciliation of the Company’s derivative instruments for the six month period ended September 30, 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 embedded derivatives on secured convertible notes issued on September 15, 2020		671
Adjustments reported in loss on extinguishment of debt		(225	)
Fair value adjustments reported in earnings		(901	)
Balance as of September 30, 2020	$	1,310

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:

	September 30,			March 31,
	2021			2021
Bifurcated embedded derivative on secured convertible notes payable:
Market yield		4.2	%		17.0	%

Bifurcated embedded derivative on unsecured convertible note payable:
Market yield		4.7	%		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 six month period ended September 30, 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):

	September 30, 2021
	Carrying		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Secured convertible notes payable, net	$	13,148	$	-	$	-	$	19,421
Unsecured convertible notes payable related party, net		5,691		-		-		8,809
Unsecured convertible note payable		2,182		-		-		2,272

	March 31, 2021
	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 September 30, 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:

	September 30,			March 31,
	2021			2021
Secured convertible notes payable, net (binomial lattice model):
Market yield		4.2	%		17.0	%

Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton option pricing model):
Market yield		4.5	%		23.0	%

Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model):
Market yield		4.7	%		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 September 30, 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 and CPS based on the number of shares issuable based on the achievement of certain provisions within the purchase agreement, as detailed in Note 4 – Business Combinations, using the quoted price of the Company’s common stock on the balance sheet date.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Subsequent Events

6 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 20 — Subsequent Events

On October 17, 2021, the Company completed its acquisition of Gramophone Media Inc. (“Gramophone”) to acquire 100% of the equity interests in Gramophone in exchange for consideration comprising of $150,000 in cash and $250,000 in shares of the Company’s restricted common stock. The purchase price consideration shall also include an additional amount in cash of $250,000 if Gramophone achieves agreed upon GAAP revenue and EBITDA (as defined in the purchase agreement) targets. The disclosures required by ASC 805 have not been included for the acquisition as the transaction was recently consummated and the initial purchase accounting is incomplete.

Accounting Policies, by Policy (Policies)

6 Months Ended

Sep. 30, 2021

Net Income (Loss) Per Share

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 (the “CARES Act”) was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and 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, and determined that the payroll tax credit will be recognized as a reduction to the payroll tax expense when it is reasonably assured that the credit will be received. As of September 30, 2021, the Company determined that it is reasonably assured that the credit will be received and recognized the credit of $1.2 million as a reduction of payroll tax expense for the quarter ended September 30, 2021. The Company does not anticipate the associated impacts of the other provisions, if any, will have a material effect on its provision for income taxes.

On December 29, 2020 the Consolidated Appropriations Act (“CAA”) was enacted in the United States. The CAA provides numerous tax provisions and most notably for the Company changes the tax treatment of those expenses paid for with a PPP loan from non-deductible to deductible. The Company has completed its evaluation of 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

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 September 30, 2021 and 2020, the Company had 3,621,124 and 4,423,334 options outstanding, respectively, 5,212,732 and 4,518,105 restricted stock units outstanding, respectively, 0 and 167,363 warrants outstanding, respectively, and 5,806,321 and 5,575,280 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 six months ended September 30, 2021 and 2020 (in thousands):

	2021		2020
Cash and cash equivalents	$	16,478	$	20,744
Restricted cash		260		235
Total cash and cash equivalents and restricted cash	$	16,738	$	20,979

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 September 30, 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 September 30, 2021, the Company had one customer that made up 18% of the total accounts receivable balance. At March 31, 2021, the Company had two customers that made up 21% and 15% of the total accounts receivable balance, respectively.

The Company’s accounts receivable at September 30, 2021 and March 31, 2021 is as follows (in thousands):

	September 30,		March 31,
	2021		2021
Accounts receivable, gross	$	15,176	$	10,679
Less: Allowance for doubtful accounts		139		112
Accounts receivable, net	$	15,037	$	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 six months ended September 30, 2021.

Adoption of New Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15. Intangibles - Goodwill and Other – Internal-Use Software, related to accounting for implementation costs incurred in hosted cloud computing service arrangements. Under the new guidance, implementation costs incurred in a hosting arrangement that is a service contract should be expensed or capitalized based on the nature of the costs and the project stage during which such costs are incurred. If the implementation costs qualify for capitalization, they must be amortized over the term of the hosting arrangement and assessed for impairment. Companies must disclose the nature of any hosted cloud computing service arrangements. This ASU also provides guidance for balance sheet and income statement presentation of capitalized implementation costs and statement of cash flows presentation for the related payments. This ASU was effective beginning in the first quarter of the Company’s fiscal year 2021. The Company prospectively 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 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.

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.

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 Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2021

Schedule of cash, cash equivalents and restricted cash

	2021		2020
Cash and cash equivalents	$	16,478	$	20,744
Restricted cash		260		235
Total cash and cash equivalents and restricted cash	$	16,738	$	20,979

Schedule of accounts receivable

	September 30,		March 31,
	2021		2021
Accounts receivable, gross	$	15,176	$	10,679
Less: Allowance for doubtful accounts		139		112
Accounts receivable, net	$	15,037	$	10,567

Revenue (Tables)

6 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue

	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Revenue
Subscription Services	$	9,879	$	7,732	$	18,962	$	16,602
Advertising		8,808		5,492		16,745		5,743
Merchandising		2,956		-		6,616		-
Sponsorship and Licensing		168		204		5,304		1,379
Ticket/Event		113		1,131		13,064		1,342
Total Revenue	$	21,924	$	14,559	$	60,691	$	25,066

Schedule of contract liabilities balances

	Contract Liabilities
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		3,174
Balance as of September 30, 2021	$	3,980

Business Combinations (Tables)

6 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of consideration of common stock

Fair Value of Consideration Transferred:
Common stock	$	14,991
Contingent consideration		1,100
Total	$	16,091

Schedule of revenues, net loss and earnings per share

	Three Months Ended September 30, 2020 (unaudited)
Revenues	$	14,559
Net loss		(10,189	)
Net loss per share – basic and diluted	$	(0.15	)

	Six Months Ended September 30, 2020 (unaudited)
Revenues	$	29,812
Net loss		(18,904	)
Net loss per share – basic and diluted	$	(0.29	)

Property and Equipment (Tables)

6 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	September 30,			March 31,
	2021			2021
Property and equipment, net
Computer, machinery, and software equipment	$	5,393		$	5,277
Furniture and fixtures		141			141
Leasehold improvements		531			531
Capitalized internally developed software		12,144			10,154
Total property and equipment		18,209			16,103
Less accumulated depreciation and amortization		(13,506	)		(11,736	)
Total property and equipment, net	$	4,703		$	4,367

Goodwill and Intangible Assets (Tables)

6 Months Ended

Sep. 30, 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		-
Impairment losses		-
Purchase price adjustment (See Note 4 – Business Combinations)		301
Balance as of September 30, 2021	$	22,920

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 September 30, 2021	$	4,637

Schedule of finite-lived intangible assets

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	19,281	$	14,461	$	4,820
Intellectual property (patents)		5,366		1,341		4,025
Customer relationships		6,570		5,915		655
Content creator relationships		772		607		165
Domain names		514		52		462
Brand and trade names		2,571		353		2,218
Non-compete agreement		250		139		111
Customer lists		2,903		466		2,437
Total	$	38,227	$	23,334	$	14,893

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	19,281	$	12,533	$	6,748
Intellectual property (patents)		5,366		1,163		4,203
Customer relationships		6,570		5,652		918
Content creator relationships		772		371		401
Domain names		429		31		398
Brand and trade names		2,571		253		2,318
Non-compete agreement		250		97		153
Customer 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 six months)	$	2,988
2023		4,482
2024		1,024
2025		1,058
2026		1,084
Thereafter		4,257
	$	14,893

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued liabilities

	September 30,		March 31,
	2021		2021
Accounts payable	$	20,930	$	18,541
Accrued liabilities		16,838		13,786
Lease liabilities, current		273		319
	$	38,041	$	32,646

Notes Payable (Tables)

6 Months Ended

Sep. 30, 2021

Note Payable [Abstract]

Schedule of notes payable

	September 30,			March 31,
	2021			2021
Senior promissory note	$	-		$	351
PPP loans		602			3,110
SBA loan		157			153
		759			3,614
Less: Current portion of Notes payable		(109	)		(2,729	)
Notes payable	$	650		$	885

Unsecured Convertible Notes (Tables)

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of unsecured convertible notes payable

	September 30, 2021			March 31, 2021
Unsecured Convertible Notes - Related Party
8.5% Unsecured Convertible Note - Due May 31, 2023	$	4,550		$	4,397
8.5% Unsecured Convertible Notes - Due May 31, 2023		1,141			1,104
Less: Discount		-			-
Net		5,691			5,501

Unsecured Convertible Promissory Note	$	2,000		$	2,000
Accrued Interest		273			186
Less: Discount		(92	)		(223	)
Fair Value of Embedded Derivatives		1			13
Net		2,182			1,976
Unsecured Convertible Notes, Net		7,873			7,477
Less: Unsecured Convertible Notes, Current		(2,182	)		(1,976	)
Unsecured Convertible Notes, Net, Long-term	$	5,691		$	5,501

Secured Convertible Notes (Tables)

6 Months Ended

Sep. 30, 2021

Senior Secured Convertible Notes [Abstract]

Schedule of senior secured convertible notes

	September 30, 2021			March 31, 2021
Secured Convertible Notes	$	15,000		$	15,000
Accrued interest		319			319
Fair value of embedded derivatives		20			118
Less: Discount		(1,872	)		(2,071	)
Net		13,467			13,366
Less: Current Portion, accrued interest		(319	)		(319	)
Secured Convertible Notes, long-term	$	13,148		$	13,047

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

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-Name Accounting Standards Codification
-Topic 505
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Lease Of Lessee Disclosure [Abstract]

Leases (Tables)

6 Months Ended

Sep. 30, 2021

Schedule of operating lease costs

	Six Months Ended September 30,
	2021		2020
Fixed rent cost	$	532		46
Short term lease cost		168		282
Total operating lease cost	$	700		328

Schedule of supplemental balance sheet information related to leases

Operating leases	September 30, 2021		March 31, 2021
Operating lease right-of-use assets	$	873		1,057

Operating lease liability, current	$	274		319
Operating lease liability, noncurrent		610		742
Total operating lease liabilities	$	884		1,061

Schedule of maturities of operating lease liabilities

For Years Ending March 31,
2022 (remaining six months)		176
2023		358
2024		320
2025		93
Total lease payments		947
Less: imputed interest		(63	)
Present value of operating lease liabilities	$	884

Other Long-Term Liabilities (Tables)

6 Months Ended

Sep. 30, 2021

Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]

Schedule of other long term liabilities

	September 30, 2021		March 31, 2021
Due to Music Partner	$	577	$	3,937
Other long-term liabilities		-		2,422

Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value of financial liabilities are measured at fair value on a recurring basis

	September 30, 2021
	Fair		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration liability from PodcastOne acquisition	$	2,897	$	-	$	-	$	2,897
Contingent consideration liability from CPS acquisition		-		-		-		-
Bifurcated embedded derivative on secured convertible notes payable		21		-		-		21
Bifurcated embedded derivative on unsecured convertible note payable		-		-		-		-

	March 31, 2021
	Fair		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration liability from PodcastOne acquisition	$	2,423	$	-	$	-	$	2,423
Contingent consideration liability from CPS acquisition		2,513		-		-		2,513
Bifurcated embedded derivative on 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		(213	)
Settlement of contingent consideration liability from CPS acquisition		(1,826	)
Balance as of September 30, 2021	$	2,918

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 embedded derivatives on secured convertible notes issued on September 15, 2020		671
Adjustments reported in loss on extinguishment of debt		(225	)
Fair value adjustments reported in earnings		(901	)
Balance as of September 30, 2020	$	1,310

Schedule of derivative on senior secured convertible debentures

	September 30,			March 31,
	2021			2021
Bifurcated embedded derivative on secured convertible notes payable:
Market yield		4.2	%		17.0	%

Bifurcated embedded derivative on unsecured convertible note payable:
Market yield		4.7	%		26.5	%

Schedule of fair value measurement option for financial assets or liabilities

	September 30, 2021
	Carrying		Hierarchy Level
	Value		Level 1		Level 2		Level 3
Liabilities:
Secured convertible notes payable, net	$	13,148	$	-	$	-	$	19,421
Unsecured convertible notes payable related party, net		5,691		-		-		8,809
Unsecured convertible note payable		2,182		-		-		2,272

	March 31, 2021
	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

	September 30,			March 31,
	2021			2021
Secured convertible notes payable, net (binomial lattice model):
Market yield		4.2	%		17.0	%

Unsecured convertible notes payable related party, net (yield model with a Black-Scholes-Merton option pricing model):
Market yield		4.5	%		23.0	%

Unsecured convertible note payable (yield model with a Black-Scholes-Merton option pricing model):
Market yield		4.7	%		26.5	%

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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Organization and Basis of Presentation (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Feb. 28, 2019	Sep. 30, 2021	Jun. 30, 2021	Dec. 22, 2020	Jul. 31, 2020
Organization and Basis of Presentation (Details) [Line Items]
Cash equivalents and restricted cash		$ 16.7
Net loss		(15.2)
Working capital deficiency		17.6
Proceeds from sale of equity	$ 150.0	$ 121.5
Secured revolving credit facility			$ 7.0
Business Combination [Member]
Organization and Basis of Presentation (Details) [Line Items]
Outstanding equity interest, percentage					100.00%
Business Combination [Member] \| Custom Personalization Solutions, Inc. Member]
Organization and Basis of Presentation (Details) [Line Items]
Outstanding equity interest, percentage				100.00%

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	1 Months Ended		6 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Options outstanding				4,423,334
Restricted cash and cash equivalents (in Dollars)		$ 0.1		$ 0.3
Concentration risk percentage			35.00%
Loans amount (in Dollars)	$ 2.5		$ 2.5
Options [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Options outstanding	3,621,124		3,621,124
Restricted Stock Units (RSUs) [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted stock outstanding			5,212,732	4,518,105
Convertible Notes [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants outstanding	0		0
Common stock issuable	5,806,321		5,806,321
Convertible Debt Securities [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants outstanding				167,363
Common stock issuable				5,575,280
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	18.00%	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 Accounting Policies (Details) - Schedule of cash, cash equivalents and restricted cash - Cash and Cash Equivalents [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 16,478	$ 20,744
Restricted cash	260	235
Total cash and cash equivalents and restricted cash	$ 16,738	$ 20,979

Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Schedule of accounts receivable [Abstract]
Accounts receivable	$ 15,176	$ 10,679
Less: Allowance for doubtful accounts	139	112
Accounts receivable, net	$ 15,037	$ 10,567

Revenue (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue
Subscription Services	$ 9,879	$ 7,732	$ 18,962	$ 16,602
Advertising	8,808	5,492	16,745	5,743
Merchandising	2,956		6,616
Sponsorship and Licensing	168	204	5,304	1,379
Ticket/Event	113	1,131	13,064	1,342
Total Revenue	$ 21,924	$ 14,559	$ 60,691	$ 25,066

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Revenue (Details) - Schedule of contract liabilities balances $ in Thousands	6 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of contract liabilities balances [Abstract]
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	3,174
Balance as of September 30, 2021	$ 3,980

Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended
	Jul. 07, 2021	Dec. 22, 2020	Jul. 31, 2020	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Mar. 31, 2021
Business Combinations (Details) [Line Items]
Podcastone for net consideration			$ 16,100
Common stock, shares (in Shares)			5,363,636
Common stock fair value			$ 14,600
Lack of marketability, percentage		25.00%	24.00%
Fair-valued			$ 1,100
Additional value of common stock			$ 400		$ 1,826	$ 1,826
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).
Debt Instrument, Maturity Date			Jul. 01, 2020
Contingent fair value			$ 1,100
Credit yield, percentage			21.90%
Common stock exceeds (in Dollars per share)							$ 5
Charge to other income (expense)						100
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
Series of Individually Immaterial Business Acquisitions [Member]
Business Combinations (Details) [Line Items]
Equity interests, percentage		100.00%	100.00%
CPS [Member]
Business Combinations (Details) [Line Items]
Lack of marketability, percentage						25.00%
Additional shares of common stock (in Shares)						214,000
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 reflect management’s current estimate and were valued at $1.7 million based on the Company’s stock price on the date of acquisition, net of a 25% discount for lack of marketability.
Restricted common stock (in Shares)	576,923
Working capital						4,000
CPS acquisition [Member]
Business Combinations (Details) [Line Items]
Adjustment of purchase price						$ 300
Forecast [Member]
Business Combinations (Details) [Line Items]
Additional shares of common stock (in Shares)				203,249

Business Combinations (Details) - Schedule of consideration of common stock - Podcast One [Member] $ in Thousands	6 Months Ended
	Sep. 30, 2021 USD ($)
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Common stock	$ 14,991
Contingent consideration	1,100
Total	$ 16,091

Business Combinations (Details) - Schedule of revenues, net loss and earnings per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Schedule of revenues, net loss and earnings per share [Abstract]
Revenues	$ 14,559	$ 29,812
Net loss	$ (10,189)	$ (18,904)
Net loss per share – basic and diluted (in Dollars per share)	$ (0.15)	$ (0.29)

Property and Equipment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Property and Equipment (Details) - USD ($) $ in Millions	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.9	$ 0.8	$ 1.8	$ 1.5

Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Property and equipment, net
Total property and equipment	$ 18,209	$ 16,103
Less accumulated depreciation and amortization	(13,506)	(11,736)
Total property and equipment, net	4,703	4,367
Computer, machinery, and software equipment [Member]
Property and equipment, net
Total property and equipment	5,393	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	$ 12,144	$ 10,154

Goodwill and Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived intangible assets	$ 1.5	$ 1.4	$ 3.0	$ 2.7

Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of goodwill $ in Thousands	6 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of changes in carrying amount of goodwill [Abstract]
Balance	$ 22,619
Acquisitions
Impairment losses
Purchase price adjustment (See Note 4 – Business Combinations)	301
Balance	$ 22,920

Goodwill and Intangible Assets (Details) - Schedule of changes in carrying amount of indefinite-lived intangible assets $ in Thousands	6 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of changes in carrying amount of indefinite-lived intangible assets [Abstract]
Balance	$ 4,637
Acquisitions
Impairment losses
Balance	$ 4,637

Goodwill and Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 38,227	$ 38,142
Accumulated Amortization	23,334	20,311
Net Carrying Value	14,893	17,831
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	19,281	19,281
Accumulated Amortization	14,461	12,533
Net Carrying Value	4,820	6,748
Intellectual property (patents) [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	5,366	5,366
Accumulated Amortization	1,341	1,163
Net Carrying Value	4,025	4,203
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	6,570	6,570
Accumulated Amortization	5,915	5,652
Net Carrying Value	655	918
Content creator relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	772	772
Accumulated Amortization	607	371
Net Carrying Value	165	401
Domain names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	514	429
Accumulated Amortization	52	31
Net Carrying Value	462	398
Brand and trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	2,571	2,571
Accumulated Amortization	353	253
Net Carrying Value	2,218	2,318
Non-compete agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	250	250
Accumulated Amortization	139	97
Net Carrying Value	111	153
Customer lists [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	2,903	2,903
Accumulated Amortization	466	211
Net Carrying Value	$ 2,437	$ 2,692

Goodwill and Intangible Assets (Details) - Schedule of estimated future amortization expense $ in Thousands	Mar. 31, 2021 USD ($)
Schedule of estimated future amortization expense [Abstract]
2022	$ 2,988
2023	4,482
2024	1,024
2025	1,058
2026	1,084
Thereafter	4,257
Total	$ 14,893

Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Schedule of accounts payable and accrued liabilities [Abstract]
Accounts payable	$ 20,930	$ 18,541
Accrued liabilities	16,838	13,786
Lease liabilities, current	273	319
Total	$ 38,041	$ 32,646

Notes Payable (Details) - USD ($) $ in Millions	1 Months Ended			6 Months Ended
Notes Payable (Details) - USD ($) $ in Millions	Mar. 20, 2021	Jun. 17, 2020	Apr. 30, 2020	Sep. 30, 2021	Mar. 31, 2021
Notes Payable (Details) [Line Items]
Proceeds from a loan			$ 2.0
Aggregate principal amount					$ 0.5
Loan matures				Mar. 20, 2026
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) - Schedule of notes payable - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Notes Payable (Details) - Schedule of notes payable [Line Items]
Notes payable, Total	$ 759	$ 3,614
Less: Current portion of Notes payable	(109)	(2,729)
Notes payable	650	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	602	3,110
SBA loan [Member]
Notes Payable (Details) - Schedule of notes payable [Line Items]
Notes payable, Total	$ 157	$ 153

Unsecured Convertible Notes (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Feb. 05, 2020	Sep. 30, 2021	Sep. 30, 2021	Aug. 11, 2021
Unsecured Convertible Notes (Details) [Line Items]
Unsecured convertible notes payable outstanding, description			As of September 30, 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 September 30, 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 September 30, 2021, $0.2 million of accrued interest was included in the principal balance.
Balance due			$ 4.6
Aggregate amount of accured interest			$ 1.0
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. The Note is convertible by the holder at any time prior to maturity in part or in whole with the unpaid interest and principal convertible at a conversion price equal to $4.50 per share of the Company’s common stock, subject to certain protective adjustments. The Note may be prepaid in whole or in part in cash without penalty at any time prior to maturity. Any such prepayment will be applied to accrued interest first and then the principal.
Interest rate payable, description			the Company performed a fair value analysis using a binomial lattice calculation on the derivative instruments using the following assumptions: Coupon Rate: 8.0%, Term: 0.4 years, Volatility: 63.4%, Market Rate: 4.7% and Probability of Default: 6.6%. The Company determined that as of the assessment date the fair value of the embedded derivative instrument, including the change in fair value, was not material.
Unsecured Debt [Member]
Unsecured Convertible Notes (Details) [Line Items]
Total principal maturities of the Company’s long-term borrowings March 31, 2022		2.2	$ 2.2
Total principal maturities of the Company’s long-term borrowings March 31, 2023		0.1	0.1
Total principal maturities of the Company’s long-term borrowings March 31, 2024		26.7	26.7
Total principal maturities of the Company’s long-term borrowings March 31, 2024 and thereafter		$ 0.4	$ 0.4

Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Sep. 30, 2021
7.5% Unsecured Convertible Note [Member]
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items]
Unsecured Convertible Notes - Related Party	$ 4,397	$ 4,550
7.5% Unsecured Convertible Notes [Member]
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items]
Unsecured Convertible Notes - Related Party	1,104	1,141
Unsecured Convertible Notes - Related Party [Member]
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items]
Less: Discount
Net	5,501	5,691
Unsecured Convertible Promissory Note [Member]
Unsecured Convertible Notes (Details) - Schedule of unsecured convertible notes payable [Line Items]
Unsecured Convertible Promissory Note	2,000	2,000
Accrued interest	186	273
Less: Discount	(223)	(92)
Fair Value of Embedded Derivatives	13	1
Net	1,976	2,182
Unsecured Convertible Promissory Notes, Net	7,477	7,873
Unsecured Convertible Promissory Notes, Net, Current	(1,976)	(2,182)
Unsecured Convertible Promissory Notes, Net, Long-Term	$ 5,501	$ 5,691

Secured Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Sep. 15, 2020	Sep. 30, 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		$ 10.0
Secured revolving credit facility		$ 7.0
Company issued shares of common stock		60,000
Registration Rights Agreement [Member]
Secured Convertible Notes (Details) [Line Items]
Debt, description		the Company was required to file with the SEC a resale Registration Statement on Form S-3 (or another suitable form) as soon as reasonably practical after the Closing Date, but in any event within 30 days after the Closing Date (the “Filing Date”), and have such Registration Statement be declared effective by the SEC on the date (the “Effectiveness Date”) which is the earlier of (i)(x) in the event that the initial Registration Statement is not subject to a full review by the SEC, 45 calendar days after the Filing Date, or (y) in the event that such initial Registration Statement is subject to a full review by the SEC, 90 calendar days after the Filing Date, and (ii) the fifth Business Day after the date the Company is notified by the SEC that such initial Registration Statement will not be reviewed or will not be subject to further review. Upon the occurrence of certain events (each an “Event”), the Company will be required to pay liquidated damages in cash to each of the Assignees in the amount of 2.0% of the purchase price of the Harvest Notes paid by such Assignee upon the date of the Event and then monthly thereafter until the Event is cured. In no event shall the aggregate amount of liquidated damages payable to each of the Assignees exceed in the aggregate 15% of the purchase price of the Harvest Notes paid by such Assignee.

Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.

Secured Convertible Notes (Details) - Schedule of senior secured convertible notes - Senior Secured Convertible Notes [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Debt Instrument [Line Items]
Secured Convertible Notes	$ 15,000	$ 15,000
Accrued interest	319	319
Fair value of embedded derivatives	20	118
Less: Discount	(1,872)	(2,071)
Net	13,467	13,366
Less: Current Portion, accrued interest	(319)	(319)
Secured Convertible Notes, long-term	$ 13,148	$ 13,047

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

Senior Secured Revolving Line of Credit (Details) - USD ($) $ in Millions		6 Months Ended
	Jun. 07, 2021	Sep. 30, 2021
Senior Secured Revolving Line of Credit (Details) [Line Items]
Maturity date	Jun. 02, 2023
Revolving Credit Facility [Member]
Senior Secured Revolving Line of Credit (Details) [Line Items]
Line of credit amount	$ 7.0
Variable rate of interest	0.50%
Interest rate		3.75%
Principal balance		$ 7.0

The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.