LIVEONE, INC., 10-Q filed on 2/13/2024
Quarterly Report
v3.24.0.1
Document And Entity Information - shares
 9 Months Ended
Dec. 31, 2023
Feb. 09, 2024
Document Information [Line Items]    
Entity Central Index Key 0001491419  
Entity Registrant Name LiveOne, Inc.  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2023  
Document Transition Report false  
Entity File Number 001-38249  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 98-0657263  
Entity Address, Address Line One 269 S. Beverly Dr., Suite #1450  
Entity Address, City or Town Beverly Hills  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90212  
City Area Code 310  
Local Phone Number 601-2505  
Title of 12(b) Security Common stock, $0.001 par value per share  
Trading Symbol LVO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   91,655,688
v3.24.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Current Assets    
Cash and cash equivalents $ 6,248 $ 8,409
Restricted cash 205 240
Accounts receivable, net 16,057 13,658
Inventories 2,092 2,596
Prepaid expense and other current assets 1,557 2,823
Total Current Assets 26,159 27,726
Property and equipment, net 3,634 3,325
Goodwill 23,379 23,379
Intangible assets, net 12,536 11,035
Other assets 122 423
Total Assets 65,830 65,888
Current Liabilities    
Accounts payable and accrued liabilities 23,748 22,772
Accrued royalties 15,453 12,826
Notes payable, current portion 694 15
Deferred revenue 788 992
Senior secured line of credit 7,000 0
Bridge loan 0 4,726
Derivative liabilities 0 3,148
Total Current Liabilities 47,683 44,479
Senior secured line of credit 0 7,000
Notes payable 941 148
Operating lease liability, noncurrent 0 161
Derivative liabilities, noncurrent 279 376
Other long-term liabilities 7,406 9,578
Deferred income taxes 332 332
Total Liabilities 56,641 62,074
Commitments and Contingencies
Mezzanine Equity    
Redeemable convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 5,000 and 5,000 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively 4,933 4,827
Stockholders’ Equity (Deficit)    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 18,604 and 16,177 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively 18,604 16,177
Common stock, $0.001 par value; 500,000,000 shares authorized; 91,625,688 and 89,632,161 shares issued and outstanding, respectively 91 90
Additional paid in capital 216,433 209,151
Treasury stock (3,863) (2,162)
Accumulated deficit (235,954) (224,269)
Total LiveOne's Stockholders’ Deficit (4,689) (1,013)
Non-controlling interest 8,945 0
Total equity (deficit) 4,256 (1,013)
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) $ 65,830 $ 65,888
v3.24.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Dec. 31, 2023
Mar. 31, 2023
Temporary equity, par value (in dollars per share) $ 0.001 $ 0.001
Temporary equity, authorized (in shares) 10,000,000 10,000,000
Temporary equity, issued (in shares) 5,000 5,000
Temporary equity, outstanding (in shares) 5,000 5,000
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, authorized (in shares) 10,000,000 10,000,000
Preferred stock, issued (in shares) 18,604 16,177
Preferred stock, outstanding (in shares) 18,604 16,177
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 500,000,000 500,000,000
Common stock, issued (in shares) 91,625,688 89,632,161
Common stock, outstanding (in shares) 91,625,688 89,632,161
v3.24.0.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Revenue: $ 31,245 $ 27,309 $ 87,541 $ 74,063
Operating expenses:        
Cost of sales 23,267 19,362 63,015 48,487
Sales and marketing 1,514 1,608 5,671 6,334
Product development 694 1,035 3,379 3,892
General and administrative 5,880 4,535 17,641 11,220
Impairment of intangible assets 115 0 115 1,356
Amortization of intangible assets 528 1,343 1,227 4,098
Total operating expenses 31,998 27,883 91,048 75,387
Loss from operations (753) (574) (3,507) (1,324)
Other income (expense):        
Interest expense, net (1,279) (2,220) (3,477) (5,793)
Other income (expense) (207) 257 (3,639) 2,523
Total other expense, net (1,486) (1,963) (7,116) (3,270)
Loss before provision (benefit) for income taxes (2,239) (2,537) (10,623) (4,594)
Provision (benefit) for income taxes (15) 11 43 15
Net loss (2,224) (2,548) (10,666) (4,609)
Net loss attributable to non-controlling interest (650) 0 (997) 0
Net loss attributed to LiveOne $ (1,574) $ (2,548) $ (9,669) $ (4,609)
Net loss per share – basic and diluted (in dollars per share) $ (0.03) $ (0.03) $ (0.13) $ (0.05)
Weighted average common shares – basic and diluted (in shares) 87,882,364 85,585,117 87,477,623 84,009,003
v3.24.0.1
Condensed Consolidated Statement of Stockholders' Deficit and Mezzanine Equity (Unaudited) - USD ($)
$ in Thousands
Redeemable Convertible Preferred Stock 1 [Member]
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Treasury Stock, Common [Member]
Total
Balance (in shares) at Mar. 31, 2022 0 0 82,546,189       0  
Balance at Mar. 31, 2022 $ 0 $ 0 $ 83 $ 202,854 $ (213,853) $ 0 $ 0 $ (10,916)
Stock-based compensation $ 0 $ 0 $ 0 788 0 0 $ 0 788
Shares issued pursuant to restricted stock units (in shares) 0 0 102,500       0  
Shares issued pursuant to restricted stock units $ 0 $ 0 $ 0 0 0 0 $ 0 0
Treasury stock purchases (in shares) 0 0 0       (1,186,221)  
Treasury stock purchases $ 0 $ 0 $ 0 0 0 0 $ (997) (997)
Balance (in shares) at Jun. 30, 2022 0 0 82,783,959       (1,186,221)  
Balance at Jun. 30, 2022 $ 0 $ 0 $ 83 203,642 (212,505) 0 $ (997) (9,777)
Stock-based compensation (in shares) 0 0 135,270       0  
Net income $ 0 $ 0 $ 0 0 1,348 0 $ 0 1,348
Balance (in shares) at Mar. 31, 2022 0 0 82,546,189       0  
Balance at Mar. 31, 2022 $ 0 $ 0 $ 83 202,854 (213,853) 0 $ 0 $ (10,916)
Treasury stock purchases (in shares)               (2,000,000)
Treasury stock purchases               $ (1,900)
Accretion on preferred stock               0
Balance (in shares) at Dec. 31, 2022 0 0 87,677,980       (2,000,000)  
Balance at Dec. 31, 2022 $ 0 $ 0 $ 88 208,001 (218,462) 0 $ (1,938) (12,311)
Net income               $ (4,609)
Stock Issued During Period, Shares, Conversion of Convertible Securities               1,000,000
Issuance of shares for modification of debt instruments               $ 1,142
Issuance of shares for settlement of earnout (in shares)               414,137
Issuance of shares for settlement of earnout               $ 493
Issuance of shares for settlement of accrued expenses               945
Balance (in shares) at Jun. 30, 2022 0 0 82,783,959       (1,186,221)  
Balance at Jun. 30, 2022 $ 0 $ 0 $ 83 203,642 (212,505) 0 $ (997) (9,777)
Stock-based compensation $ 0 $ 0 $ 0 1,396 0 0 $ 0 1,396
Shares issued pursuant to restricted stock units (in shares) 0 0 1,579,153       0  
Shares issued pursuant to restricted stock units $ 0 $ 0 $ 2 0 0 0 $ 0 2
Treasury stock purchases (in shares) 0 0 0       (813,779)  
Treasury stock purchases $ 0 $ 0 $ 0 0 0 0 $ (941) (941)
Balance (in shares) at Sep. 30, 2022 0 0 87,559,322       (2,000,000)  
Balance at Sep. 30, 2022 $ 0 $ 0 $ 88 207,615 (215,914) 0 $ (1,938) (10,149)
Stock-based compensation (in shares) 0 0 384,155       0  
Net income $ 0 $ 0 $ 0 0 (3,409) 0 $ 0 (3,409)
Stock Issued During Period, Shares, Conversion of Convertible Securities 0 0 1,000,000       0  
Issuance of shares for modification of debt instruments $ 0 $ 0 $ 2 1,140 0 0 $ 0 1,142
Issuance of shares for settlement of earnout (in shares) 0 0 414,137       0  
Issuance of shares for settlement of earnout $ 0 $ 0 $ 0 493 0 0 $ 0 493
Issuance of shares for settlement of accrued expenses (in shares) 0 0 1,397,918       0  
Issuance of shares for settlement of accrued expenses $ 0 $ 0 $ 1 944 0 0 $ 0 945
Stock-based compensation $ 0 $ 0 $ 0 386 0 0 $ 0 386
Balance (in shares) at Dec. 31, 2022 0 0 87,677,980       (2,000,000)  
Balance at Dec. 31, 2022 $ 0 $ 0 $ 88 208,001 (218,462) 0 $ (1,938) (12,311)
Stock-based compensation (in shares) 0 0 118,658       0  
Net income $ 0 $ 0 $ 0 0 (2,548) 0 $ 0 (2,548)
Balance (in shares) at Mar. 31, 2023 5,000 16,177 89,632,161       (2,220,914)  
Balance at Mar. 31, 2023 $ 4,827 $ 16,177 $ 90 209,151 (224,269) 0 $ (2,162) (1,013)
Stock-based compensation $ 0 $ 0 $ 0 484 0 0 $ 0 484
Shares issued pursuant to restricted stock units (in shares) 0 0 5,000       0  
Shares issued pursuant to restricted stock units $ 0 $ 0 $ 0 0 0 0 $ 0 0
Dividends on Series A preferred stock $ 0 $ 0 $ 0 0 (626) 0 $ 0 (626)
Common stock issued for services (in shares) 0 0 425,988       0  
Common stock issued for services $ 0 $ 0 $ 0 393 0 0 $ 0 393
Treasury stock purchases (in shares) 0 0 0       (694,315)  
Treasury stock purchases $ 0 $ 0 $ 0 0 0 0 $ (1,013) (1,013)
Net loss $ 0 $ 0 $ 0 0 (515) 0 $ 0 (515)
Balance (in shares) at Jun. 30, 2023 5,000 16,177 90,063,149       (2,915,229)  
Balance at Jun. 30, 2023 $ 4,827 $ 16,177 $ 90 210,028 (225,410) 0 $ (3,175) (2,290)
Balance (in shares) at Mar. 31, 2023 5,000 16,177 89,632,161       (2,220,914)  
Balance at Mar. 31, 2023 $ 4,827 $ 16,177 $ 90 209,151 (224,269) 0 $ (2,162) (1,013)
Dividends on Series A preferred stock               $ (2,016)
Treasury stock purchases (in shares)               (1,101,498)
Treasury stock purchases               $ (1,700)
Accretion on preferred stock               106
Balance (in shares) at Dec. 31, 2023 5,000 18,604 91,625,688       (3,322,412)  
Balance at Dec. 31, 2023 $ 4,933 $ 18,604 $ 91 216,433 (235,954) 8,945 $ (3,863) 4,256
Net income               (9,669)
Issuance of shares for modification of debt instruments               0
Issuance of shares for settlement of earnout               0
Issuance of shares for settlement of accrued expenses               0
Balance (in shares) at Jun. 30, 2023 5,000 16,177 90,063,149       (2,915,229)  
Balance at Jun. 30, 2023 $ 4,827 $ 16,177 $ 90 210,028 (225,410) 0 $ (3,175) (2,290)
Stock-based compensation $ 0 $ 0 $ 0 1,767 0 0 $ 0 1,767
Shares issued pursuant to restricted stock units (in shares) 0 0 521,876       0  
Shares issued pursuant to restricted stock units $ 0 $ 0 $ 0 0 0 0 $ 0 0
Dividends on Series A preferred stock $ 0 $ 0 $ 0 0 (628) 0 $ 0 (628)
Common stock issued for services (in shares) 0 0 311,773       0  
Common stock issued for services $ 0 $ 0 $ 1 520 0 0 $ 0 521
Treasury stock purchases (in shares) 0 0 0       (315,429)  
Treasury stock purchases $ 0 $ 0 $ 0 0 0 0 $ (575) (575)
Net loss 0 0 0 0 (7,580) (347) 0 (7,927)
Common stock issued for purchase of intangible assets 0 0 0 917 0 0 0 917
Conversion of PC1 bridge loan 0 0 0 4,752 0 0 0 4,752
Dividends from spin-off of PodcastOne 0 0 0 (1,513) 0 1,513 0 0
Issuance of PodcastOne common stock 0 0 0 (2,410) 0 2,410 0 0
Reclassification of common stock warrants $ 0 $ 0 $ 0 0 0 5,896 $ 0 5,896
Exercise of stock options (in shares) 0 0 10,000       0  
Exercise of stock options $ 0 $ 0 $ 0 8 0 0 $ 0 8
Issuance of preferred stock dividends (in shares) 0 1,053 0       0  
Issuance of preferred stock dividends $ 0 $ 1,053 $ 0 0 0 0 $ 0 1,053
Balance (in shares) at Sep. 30, 2023 5,000 17,230 90,906,798       (3,230,658)  
Balance at Sep. 30, 2023 $ 4,827 $ 17,230 $ 91 214,069 (233,618) 9,472 $ (3,750) 3,494
Stock-based compensation $ 0 $ 0 $ 0 2,318 0 0 $ 0 2,318
Shares issued pursuant to restricted stock units (in shares) 0 0 688,464       0  
Shares issued pursuant to restricted stock units $ 0 $ 0 $ 0 0 0 0 $ 0 0
Dividends on Series A preferred stock $ 0 $ 0 $ 0 0 (762) 0 $ 0 (762)
Common stock issued for services (in shares) 0 0 30,426       0  
Common stock issued for services $ 0 $ 0 $ 0 169 0 0 $ 0 169
Treasury stock purchases (in shares) 0 0 0       (91,754)  
Treasury stock purchases $ 0 $ 0 $ 0 0 0 0 $ (113) (113)
Net loss 0 0 0 0 (1,574) (650) 0 (2,224)
Issuance of PodcastOne common stock $ 0 $ 0 $ 0 (123) 0 123 $ 0 0
Issuance of preferred stock dividends (in shares) 0 1,374 0       0  
Issuance of preferred stock dividends $ 0 $ 1,374 $ 0 0 0 0 $ 0 1,374
Accretion on preferred stock $ 106              
Balance (in shares) at Dec. 31, 2023 5,000 18,604 91,625,688       (3,322,412)  
Balance at Dec. 31, 2023 $ 4,933 $ 18,604 $ 91 $ 216,433 $ (235,954) $ 8,945 $ (3,863) 4,256
Net income               $ (1,574)
v3.24.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Cash Flows from Operating Activities:    
Net loss $ (10,666) $ (4,609)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 3,668 7,025
Interest paid in kind 269 320
Stock-based compensation 5,419 2,544
Amortization of debt discount 1,110 2,652
Change in fair value of bifurcated embedded derivatives 4,132 (732)
Change in fair value of contingent consideration liabilities, reported in earnings 174 (2,220)
Accretion on preferred stock 106 0
Settlement of accrued expenses 0 (7,649)
Provision for credit loss 509 0
Impairment of fixed assets 2 146
Impairment of intangible assets 115 1,356
Changes in operating assets and liabilities:    
Accounts receivable (2,908) (198)
Prepaid expenses and other current assets 1,312 (1,544)
Inventories 504 2
Other assets 255 221
Deferred revenue (204) (168)
Accounts payable and accrued liabilities (3,599) (3,057)
Accrued royalties 3,606 1,284
Net cash provided by (used in) operating activities 3,804 (4,627)
Cash Flows from Investing Activities:    
Purchases of property and equipment (2,092) (2,036)
Purchases of intangible assets (688) (13)
Net cash used in investing activities (2,780) (2,049)
Cash Flows from Financing Activities:    
Payment on PodcastOne bridge loan (3,000) 0
Repayment on notes payable (227) (426)
Proceeds from notes payable 1,700 0
Proceeds from PodcastOne bridge loan 0 4,376
Proceeds from notes payable - related party 0 300
Payments of notes payable - related party 0 (300)
Proceeds from exercise of stock options 8 0
Purchase of treasury stock (1,701) (1,938)
Net cash (used in) provided by financing activities (3,220) 2,012
Net change in cash, cash equivalents and restricted cash (2,196) (4,664)
Cash, cash equivalents and restricted cash, beginning of period 8,649 13,154
Cash, cash equivalents and restricted cash, end of period 6,453 8,490
Supplemental disclosure of cash flow information:    
Cash paid for income taxes 37 0
Cash paid for interest 869 1,294
Supplemental disclosure of non-cash investing and financing activities:    
Conversion of the bridge loan into PodcastOne common stock 4,752 0
Accrual of dividends 2,016 0
Fair value of warrant and derivative liability issued with debt instruments 0 3,107
Fair value of 414,137 shares of common stock issuable in connection with settlement of earnout 0 493
Fair value of 1,000,000 shares of common stock issuable in connection with the modification of debt instruments 0 1,142
Stock Issued During Period, Value, Settlement of Accrued Expenses 0 945
Common stock issued for prepaid services 422 0
PodcastOne warrants reclassified from liabilities to non-controlling interest 5,896 0
Purchase of intangible assets accrued for at period end 737 0
Purchase of intangible assets with common stock 917 0
Fair value of options issued to employees, capitalized as internally-developed software 655 26
Accrued Dividends Converted to Preferred Stock [Member]    
Supplemental disclosure of non-cash investing and financing activities:    
Accrued dividends converted to preferred stock $ 2,427 $ 0
v3.24.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals)
 9 Months Ended
Dec. 31, 2022
shares
Issuance of shares for settlement of earnout (in shares) 414,137
Stock Issued During Period, Shares, Conversion of Convertible Securities 1,000,000
Stock Issued During Period, Shares, Settlement of Liabilities 1,397,918
v3.24.0.1
Note 1 - Organization and Basis of Presentation
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 — Organization and Basis of Presentation

 

Organization

 

LiveOne, Inc. (formerly LiveXLive Media, Inc.) together with its subsidiaries (“we,” “us,” “our”, the “Company” or “LiveOne”) is a Delaware corporation headquartered in Beverly Hills, California. The Company is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, live and virtual events.

 

The Company was reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp (“Loton”) with and into LiveXLive Media, Inc., Loton’s wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. On December 29, 2017, the Company 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 of the Company 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 PodcastOne, Inc. (formerly Courtside Group, Inc.) (“PodcastOne”). On December 22, 2020, the Company through its wholly owned subsidiary LiveXLive Merchandising, Inc., acquired Custom Personalization Solutions, Inc. (“CPS”). Effective as of October 5, 2021, the Company changed its corporate name to "LiveOne, Inc." On October 17, 2021, the Company through its wholly owned subsidiary LiveXLive PR, Inc., acquired Gramophone Media, Inc. ("Gramophone"). On September 8, 2023, PodcastOne completed a Qualified Event (its spin out from the Company to become a standalone publicly trading company (the “Spin-Out”)) as a result of its direct listing on The NASDAQ Capital Market on such date. 

 

Basis of Presentation

 

The interim unaudited 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, 2023, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s interim unaudited condensed consolidated financial statements for the three and nine months ended December 31, 2023. The results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2024 (“fiscal 2024”). The condensed consolidated balance sheet as of March 31, 2023 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 June 29, 2023 (the “2023 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 2023 Form 10-K.

 

Going Concern and Liquidity

 

The Company’s interim unaudited 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 $6.5 million as of December 31, 2023). As reflected in its interim unaudited condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $10.7 million for the nine months ended December 31, 2023, and provided cash of $3.8 million in operating activities for the nine months ended December 31, 2023 and had a working capital deficiency of $21.5 million as of December 31, 2023. 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 interim unaudited 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 new universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022. Under the New Shelf S-3, the Company has the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments. The 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. 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 be on terms that are satisfactory to the Company. 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 interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. Acquisitions are included in the Company’s interim unaudited 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.

 
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

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 2023 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 and up to the third quarter of fiscal year ended March 31, 2022. The impact has subsided during the fiscal year ended March 31, 2023. The Company’s event and programmatic advertising revenues were directly impacted throughout the 2022 and 2021 fiscal years with all on-premise in-person live music festivals and events postponed in 2021 fiscal year and mixed demand from historical advertising partners in 2022 fiscal year. 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 membership 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 (“PPP”) loan 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. 

 

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 during the quarter ended December 31, 2021. In accordance with ASC 105-10-05-02, the Company analogized to International Financial Reporting Standards, 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. The Company recognized the credit of $0.8 million as a reduction of payroll tax expense for the year ended March 31, 2023. 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.

 

Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“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, 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, inventory calculations and reserves, 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.

 

Revenue Recognition Policy

 

The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company’s efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will not be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.

 

Practical Expedients

 

The Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.

 

Gross Versus Net Revenue Recognition

 

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction by transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its membership service, sponsorship, and merchandising streams and may act as principal or agent for its ticketing/live events, advertising and licensing revenue streams. 

 

The Company’s revenue is principally derived from the following services:

 

Membership Services

 

Membership services revenue substantially consist of monthly to annual recurring membership fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring membership fees collected in advance and recognizes them in the period earned. Membership revenue is recognized in the period of services rendered. The Company’s membership revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are membership based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes membership revenue straight-line through the membership period.

 

Membership Services consist of:

 

Direct member, mobile service provider and mobile app services

 

The Company generates revenue for membership services on both a direct basis and through memberships sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the member executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the member upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the member is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the member. Membership revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days.

 

Third-Party Original Equipment Manufacturers

 

The Company generates revenue for membership services through memberships sold through a third-party Original Equipment Manufacturer (the “OEM”). For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid membership. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company’s payment terms with OEM are up to 30 days.

 

Advertising Revenue

 

Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis, which represents the Company’s efforts to satisfy the performance obligation. Additionally, following the acquisition of PodcastOne, the Company began deriving revenue from podcast advertising. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions.

 

From time to time the Company enters into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized based on delivery of impressions and in the same manner as described above. Services received are charged to expense when received or utilized. If services are received prior to the delivery of impressions, a liability is recorded. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Barter revenue for the three months ended  December 31, 2023 and 2022 was $3.1 million and $2.0 million, respectively. Barter revenue for the nine months ended  December 31, 2023 and 2022 was $10.7 million and $5.1 million, respectively.

 

Licensing Revenue

 

Licensing revenue primarily consists of sales of licensing rights to digitally stream the Company’s live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs.

 

Sponsorship Revenue

 

Sponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach the Company’s customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions.

 

Merchandising Revenue

 

Revenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales also include shipping and handling charges billed to customers, with the related freight costs included in cost of goods sold. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the accompanying condensed consolidated statements of operations. The Company’s customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at  December 31, 2023 and 2022 was less than $0.1 million, respectively.

 

Ticket/Event Revenue

 

Ticket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under one of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits.

 

Revenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor.

 

Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online PPV tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, the Company allocates the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is not readily determinable, it is estimated using observable inputs including an adjusted market-based approach, expected cost plus margin, or the residual approach.

 

Net Income (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period adjusted to addback dividends (declared or cumulative undeclared) applicable to the Series A Preferred Stock. 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.

 

Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities such as our preferred stock. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options and restricted stock units ("RSUs").

 

The treasury stock method is used to calculate the potentially dilutive effect of stock options and RSUs. The if-converted method is used to calculate the potentially dilutive effect of the Preferred Stock. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.

 

At December 31, 2023 and 2022, the Company had 2,266,667 and 2,431,681 options outstanding, respectively, 1,890,635 and 1,905,364 restricted stock units outstanding, respectively, 3,114,000 and 3,114,000 common stock warrants and none and 5,960,593 shares of common stock issuable, respectively, underlying the Company’s convertible debt. 

 

The following table shows the calculation of basic and diluted earnings per share for the periods Series A Preferred Stock was outstanding:

 

    
  

Three Months Ended

  

Nine Months Ended

 

In thousands, except per share amounts

  December 31, 2023   December 31, 2023 

Net loss attributed to LiveOne

 $(1,574) $(9,669)

Dividends on preferred stock

  (762)  (2,016)

Net loss attributed to LiveOne

 $(2,336) $(11,685)

Basic and diluted weighted average number of shares outstanding

  87,882,364   87,477,623 

Shares used in computation of basic and diluted earnings per share

 $(0.03) $(0.13)

 

Cash, Cash Equivalents and Restricted Cash

 

Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less.

 

The following table provides amounts included in cash, cash equivalents and restricted cash presented in the Company’s condensed consolidated statements of cash flows for the nine months ended  December 31, 2023 and 2022 (in thousands):

 

  

December 31, 2023

  

March 31, 2023

 

Cash and cash equivalents

 $6,248  $8,409 

Restricted cash

  205   240 

Total cash and cash equivalents and restricted cash

 $6,453  $8,649 

 

 

Non- Controlling  Interest

 

The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net income (loss) attributable to non-controlling interests is disclosed in the accompanying interim unaudited condensed consolidated statements of operations.

 

Restricted Cash and Cash Equivalents

 

The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of December 31, 2023 and 2022, the Company had restricted cash of $0.2 million and $0.2 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 membership receivables. At December 31, 2023, the Company had one customer that made up 29% of the total accounts receivable balance. At December 31, 2022, the Company had one customer that made up 23% of the total accounts receivable balance. 

 

The Company’s accounts receivable at December 31, 2023 and March 31, 2023 is as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

Accounts receivable, gross

 $17,136  $14,228 

Less: Allowance for doubtful accounts

  (1,079)  (570)

Accounts receivable, net

 $16,057  $13,658 

 

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.

 

Concentration of Credit Risk

 

The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents.

 

Recently Adopted 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. The Company adopted ASU 2016-13 on April 1, 2021 on a prospective basis. The adoption of this standard did not have an impact on the Company’s interim condensed consolidated financial statements.

 

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

 

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.

 
v3.24.0.1
Note 3 - Revenue
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

Note 3 — Revenue

 

The following table represents a disaggregation of revenue from contracts with customers for the three and nine months ended  December 31, 2023 and 2022 (in thousands):

 

  

Three Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

                

Membership Services

 $16,858  $13,354  $48,498  $38,226 

Advertising

  10,592   8,498   32,108   26,138 

Merchandising

  3,795   4,825   6,794   8,507 

Sponsorship and Licensing

  -   76   126   389 

Ticket/Event

  -   556   15   803 

Total Revenue

 $31,245  $27,309  $87,541  $74,063 

 

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.

 

For the three months ended December 31, 2023 and 2022, one customer accounted for 49% and 42% of the Company’s consolidated revenues, respectively. For the nine months ended December 31, 2023 and 2022, one customer accounted for 52% and 43% of the Company’s consolidated revenues, respectively.

 

The following table summarizes the significant changes in the deferred revenue balances during the nine months ended December 31, 2023 (in thousands):

 

  

Deferred

 
  

Revenue

 

Balance as of March 31, 2023

 $992 

Revenue recognized that was included in the contract liability at beginning of period

  (392)

Increase due to cash received, excluding amounts recognized as revenue during the period

  188 

Balance as of December 31, 2023

 $788 

  
v3.24.0.1
Note 4 - Property and Equipment
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

Note 4 — Property and Equipment

 

The Company’s property and equipment at December 31, 2023 and  March 31, 2023 was as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $6,546  $6,501 

Furniture and fixtures

  556   556 

Leasehold improvements

  597   531 

Capitalized internally developed software

  17,294   14,662 

Total property and equipment

  24,993   22,250 

Less accumulated depreciation and amortization

  (21,360)  (18,925)

Total property and equipment, net

 $3,634  $3,325 

 

Depreciation expense was $0.8 million and $1.1 million for the three and nine months ended December 31, 2023, respectively, and $2.4 million and $2.9 million for the three and nine months ended December 31, 2022, respectively.

 
v3.24.0.1
Note 5 - Goodwill and Intangible Assets
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

Note 5 — Goodwill and Intangible Assets

 

Goodwill

 

The following table presents the changes in the carrying amount of goodwill for the nine months ended December 31, 2023 (in thousands):

 

  

Goodwill

 

Balance as of March 31, 2023

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2023

 $23,379 

 

Indefinite-Lived Intangible Assets

 

The following table presents the changes in the carrying amount of indefinite-lived brand and trade names intangible assets in the Company’s Audio Group segment for the nine months ended December 31, 2023 (in thousands):

 

  

Tradenames

 

Balance as of March 31, 2023

 $4,637 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2023

 $4,637 

 

Finite-Lived Intangible Assets

 

The Company’s finite-lived intangible assets were as follows as of December 31, 2023 (in thousands):

 

  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,146   3,220 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,615   1,219   2,396 

Domain names

  523   177   346 

Brand and trade names

  1,071   414   657 

Customer list

  2,673   1,392   1,281 

Total

 $39,098  $31,199  $7,899 

 

The Company’s finite-lived intangible assets were as follows as of  March 31, 2023 (in thousands):

 

  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   1,878   3,488 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  772   772   - 

Domain names

  523   137   386 

Brand and trade names

  1,143   347   796 

Customer list

  2,767   1,039   1,728 

Total

 $36,422  $30,024  $6,398 

 

Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for patents, content creator relationships, domain names, tradename and customer list are generally three to 15 years, one to two years, two to five years, seven to ten years and three to four years, respectively.

 

The Company’s amortization expense on its finite-lived intangible assets was $0.5 million and $1.2 million for the three and nine months ended December 31, 2023, respectively, and $1.3 million and $4.1 million for the three and nine months ended December 31, 2022, respectively. The Company recorded an impairment charge of $0.1 million and none for the three months ended December 31, 2023 and 2022, respectively. The Company recorded an impairment charge of $0.1 million and $1.4 million for the nine months ended December 31, 2023 and 2022, respectively, which is classified under impairment of intangible assets within the accompanying condensed consolidated statement of operations. The impairment for the three months ended December 31, 2023 was the result of the winding down of the Gramophone business, therefore the Company has stopped marketing Gramophone's brand name. The impairment for the nine months ended December 31, 2022 was the result of a reduction in the events held within React Presents, therefore the Company has stopped marketing React Presents' brand name.

 

Finder's Agreement

 

In September 2023, PodcastOne entered into a finder's fee arrangement pursuant to which it agreed to issue shares of PodcastOne common stock at a price of $8.00 per share (subject to adjustment in certain limited circumstances) as a finder’s fee to a certain third party podcast platform in the event certain former and/or current podcasts creators of such platform entered into new podcasting agreements with PodcastOne, with the amount of the fee to be based on the amount of revenues actually derived by PodcastOne from such podcasts during a predetermined period. Payments made to such third party attributed to PodcastOne entering into new podcast contracts were capitalized to content creator relationship intangibles. As of December 31, 2023 the Company has capitalized $2.2 million of payments made to such third party. $0.9 million of the $2.2 million capitalized of payments made to such third party was paid with PodcastOne common stock.

 

The Company expects to record amortization of intangible assets for fiscal years ending March 31, 2024 and future fiscal years as follows (in thousands):

 

For Years Ending March 31,

    

2024 (remaining three months)

 $533 

2025

  2,041 

2026

  1,732 

2027

  1,023 

2028

  508 

Thereafter

  2,062 
  $7,899 

  
v3.24.0.1
Note 6 - Accounts Payable and Accrued Liabilities
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 6 — Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities at December 31, 2023 and March 31, 2023 were as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

Accounts payable

 $10,307  $10,960 

Accrued liabilities

  13,260   11,539 

Lease liabilities, current

  181   273 
  $23,748  $22,772 

 
v3.24.0.1
Note 7 - Notes Payable
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Notes Payable [Text Block]

Note 7 — Notes Payable

 

Notes payable at December 31, 2023 and March 31, 2023 were as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

SBA loan

 $162  $163 

Capchase loan

  1,473   - 
   1,635   163 

Less: Current portion of Notes payable

  (694)  (15)

Notes payable

 $941  $148 

 

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 United States. 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. The Company was in compliance with all debt covenants associated with the SBA loan as of December 31, 2023.

 

Loan and Security Agreement

 

In August 2023, the Company entered into a Loan and Security Agreement with Capchase Inc. (“Capchase”) pursuant to which the Company borrowed the amount of $1.7 million to further develop and acquire certain podcasts acquired by PodcastOne and for general working capital. The debt is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026.

 

Maturities of notes payables as of December 31, 2023 were as follows (in thousands):

 

 

For Years Ending March 31,

    

2024 (remaining three months)

 $219 

2025

  876 

2026

  378 

Thereafter

  162 

Total

 $1,635 

 
v3.24.0.1
Note 8 - PodcastOne Bridge Loan
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 8 — PodcastOne Bridge Loan

 

PodcastOne’s Private Placement

 

On July 15, 2022 (the “Closing Date”), PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of PodcastOne’s unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8.0 million pursuant to the Subscription Agreements entered into with the Purchasers (the “Subscription Agreements”). In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares (the “PC1 Warrant Shares”) of PodcastOne’s common stock, par value $0.00001 per share. The PC1 Notes were scheduled to mature one year from the Closing Date, subject to a one-time three-month extension at PodcastOne’s election, and were subsequently extended to October 15, 2023 (the “Maturity Date”). The PC1 Notes bore interest at a rate of 10% per annum payable on maturity. The PC1 Notes automatically convert into the securities of PodcastOne sold in a Qualified Financing (an initial public offering of PodcastOne’s securities from which PodcastOne’s trading market at the closing of such offering is a national securities exchange) or Qualified Event (a direct listing of PodcastOne’s securities on a national securities exchange), as applicable, upon the closing of a Qualified Financing or Qualified Event, as applicable, at a price per share equal to the lesser of (i) the price equal to $60.0 million divided by the aggregate number of shares of PodcastOne’s common stock outstanding immediately prior to the closing of a Qualified Financing or "Qualified Event", as applicable (assuming full conversion or exercise of all convertible and exercisable securities of PodcastOne then outstanding, subject to certain exceptions), and (ii) 70% of the offering price of the shares (or whole units, as applicable) in the Qualified Financing or 70% of the initial listing price of the shares on a national securities exchange in the Qualified Event, as applicable. Each holder of the PC1 Notes (other than the Company) could at such holder’s option require the Company to redeem up to 45% of the principal amount of such holder’s PC1 Notes (together with accrued interest thereon, but excluding the OID), in aggregate up to $3,000,000 for all of the PC1 Notes (other than those held by the Company), immediately prior to the completion of a Qualified Financing or a Qualified Event, as applicable, with such redemption to be made pro rata to the redeeming holders of the PC1 Notes (the “Optional Redemption”).

 

The Company also agreed (i) not to effect a Qualified Financing or a Qualified Event, as applicable, unless immediately following such event the Company owns no less than 66% of PodcastOne’s equity, unless in either case otherwise permitted by the written consent of the holders of the majority of the PC1 Notes (excluding the Company) (the “Majority Noteholders”) and the senior lender, as applicable, (ii) that until a Qualified Financing or a Qualified Event, as applicable, is consummated, the Company guaranteed the repayment of the PC1 Notes when due (other than the Bridge Notes issued to LiveOne) and any interest or other fees due thereunder, and (iii) that if the Company has not consummated a Qualified Financing or a Qualified Event, as applicable, by February 15, 2023, March 15, 2023 or April 15, 2023, unless in either case permitted by the written consent of the Majority Noteholders, the Company was required to redeem $1,000,000 of the then outstanding PC1 Notes (other than the PC1 Notes issued to the Company) by the tenth calendar day of each month immediately following such respective date, up to an aggregate redemption of $3,000,000 over the course of such three months, each of which shall be distributed to the holders of the Bridge Notes (other than LiveOne) on a prorated basis (the “Early Redemption”).

 

The Company further agreed to register the shares of its common stock issuable upon conversion of the PC1 Notes and exercise of the PC1 Warrants in connection with a Qualified Financing or a Qualified Event. If the Company did not file such registration statement on or prior to April 15, 2023, the Company would have been required to prepay $1,000,000 of the PC1 Notes pro rata to the PC1 Notes holders (other than the Company), and if the Company did not file such registration statement on or prior to July 15, 2023, the Company would have been required to prepay $2,000,000 of the PC1 Notes pro rata to the PC1 Notes holders (other than the Company) (the “Reg St Redemption”). The Company was not required to redeem or repay more than a total of $3,000,000 of the principal amount of the PC1 Notes as a result of the Optional Redemption, the Early Redemption and/or the Reg St Redemption.

 

As part of the PC1 Bridge Loan, the Company redeemed $3.0 million (excluding the OID) worth of PC1 Notes.

 

On September 8, 2023, PodcastOne completed a Qualified Event (its spin out from the Company to become a standard publicly trading company (the “Spin-Out”)) as a result of its direct listing on The NASDAQ Capital Market on such date. In connection with such completed Qualified Event, all of the remaining PC1 Notes (including interest thereunder) in the aggregate amount of approximately $7.02 million converted into approximately 2,341,000 shares of PodcastOne’s common stock. 

 

Warrants

 

The PC1 Warrants were classified as liabilities as they represent an obligation to deliver a variable number of shares of common stock in the future and are therefore required to be initially and subsequently measured at fair value each reporting period. The Company recorded a warrant liability in the amount of $1.7 million (and reduced the proceeds allocated to the PC1 Notes accordingly). The fair value of the PC1 Warrant liability is remeasured each reporting period using a Black Scholes model, and the change in fair value is recorded as an adjustment to the PC1 Warrant liability with the unrealized gains or losses reflected in other income (expense). On September 8, 2023, as a result of the Direct Listing and the shares becoming publicly traded, the warrant liability was reclassified to equity as the number and exercise price of the warrants was settled at 3,114,000 warrants with an exercise price of $3.00 per warrant per the warrant agreement.

 

The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Black Scholes” modeling, incorporating the following inputs at issuance:

 

  

July 15,

 
  

2022

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  88.88%

Risk-free interest rate

  3.02%

Simulated share price

 $5.33 

Exercise price

 $5.22 

 

The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Black-Scholes” modeling, incorporating the following inputs for the periods noted below: 

 

  

September 8,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.10%

Risk-free interest rate

  4.43%

Simulated share price

 $4.39 

Exercise price

 $3.00 

 

  

March 31,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Simulated share price

 $2.64 

Exercise price

 $2.64 

 

Total loss of $4.0 million for warrant liabilities accounted for as derivatives have been recorded in other expense for the nine months ended  December 31, 2023 in the accompanying interim unaudited condensed consolidated statements of operations. The fair value of the warrant as of September 8, 2023 was $5.9 million and was classified as equity as the warrants were exercisable for a fixed price of $3.00. The fair value of the warrant liability as of March 31, 2023 was $1.8 million. As of December 31, 2023, 3,114,000 warrants of PodcastOne remain outstanding and none have been exercised.

 

Redemption Features

 

The Company determined that the redemption features associated with the PC1 Bridge Loan meet the accounting definition of an embedded derivative that must be separated from the PC1 Bridge Loan and initially and subsequently be reported as a liability (“the Redemption Liability”) and measured at fair value. The fair value of the Redemption Liability was determined using a Monte Carlo simulation model using three scenarios (1) redemption prior to the initial maturity date (65% weighted), (2) redemption at the initial maturity date (25% weighted) and (3) redemption after the initial maturity date (10% weighted).

 

The fair value of the redemption features is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs for the following periods: 

 

  

March 31,

 
  

2023

 
     

Simulations

  100,000 

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Conversion price

 $2.54 

Stock price

 $2.64 

 

The fair value of the Redemption Liability was none at December 31, 2023 and was eliminated as the PC1 Bridge Loan debt was converted into common stock, therefore the derivative component was cancelled. The fair value of the Redemption Liability at March 31, 2023 was $1.3 million. The $0.2 million change in the fair value of the Redemption Liability derivative as of September 8, 2023 was recorded as an unrealized loss and included in other income in the interim unaudited accompanying condensed consolidated statements of operations for the three and nine months ended December 31, 2023.

 

The resulting discount from the OID, underwriting fees, PC1 Warrants, and embedded Redemption Liability derivative of $2.8 million was amortized to interest expense through July 15, 2023, the term of the PC1 Bridge Loan, using the effective interest method. Interest expense resulting from the amortization of the discount for the three and nine months ended December 31, 2023 was $1.1 million and $1.0 million, respectively. 

 

Interest expense with respect to the PC1 Bridge Loan for the three and nine months ended  December 31, 2023 was $0.1 million and $0.2 million, respectively. There are no restrictive operational covenants associated with the PC1 Bridge Loan.

 

During the nine months ended December 31, 2023, the Company redeemed $3.0 million of the PC1 Notes held by third-party holders. At December 31, 2023, all of the PC1 Notes and accrued interest therein have been converted in full in connection with the Spin-Out.

 
v3.24.0.1
Note 9 - Senior Secured Revolving Line of Credit
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Line of Credit [Text Block]

Note 9 — Senior Secured Line of Credit

 

On June 2, 2021, the Company entered into a Business Loan Agreement (the "Former 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 Former 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.

 

In July 2022, the Company extended the maturity date of its revolving credit facility to June 2024 and its variable interest rate was increased to 2.5%. The Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate, plus 2.5%. The interest rate for the period ended December 31, 2023 was 11.00%.

 

The principal balance under the Revolving Credit Facility as of December 31, 2023 was $7.0 million. The Company recorded interest expense of $0.3 million and $0.2 million for the three months ended December 31, 2023 and 2022, respectively. The Company recorded interest expense of $0.9 million and $0.6 million for the nine months ended December 31, 2023 and 2022, respectively. As of December 31, 2023 the Company was in compliance with covenants under the Revolving Credit Facility.

 

On September 8, 2023 and effective as of August 22, 2023 (the “Closing Date”), the Company entered into a new Business Loan Agreement (the “New Business Loan Agreement”) with the Senior Lender, to convert the Company’s revolving credit facility with the Senior Lender into an assets backed loan credit facility with the Senior Lender, which shall continue to be collateralized by a first lien on all of the assets of the Company and its subsidiaries (the “ABL Credit Facility”). The New Business Loan Agreement provides the Company with borrowing capacity of up to the Borrowing Base (as defined in the Business Loan Agreement). Pursuant to the New Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum deposit with the Senior Lender was reduced from $8,000,000 to $5,000,000.

 

Borrowings under the ABL Credit Facility are subject to certain covenants as set forth in the New Business Loan Agreement and bear interest at a rate equal to the prime rate plus 2.50%, provided, that it shall not be less than 7.00%. The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The Business Loan Agreement includes various financial and other covenants with which the Company has to comply in order to maintain borrowing availability, including maintaining required minimum liquidity amount and Borrowing Base capacity.

 

In connection with the New Business Loan Agreement, the Company’s current Promissory Note, dated as of June 2, 2021, issued to the Senior Lender in the principal amount of $7,000,000 (the “Promissory Note”) continues in effect except as modified by the New Business Loan Agreement and the Change in Terms Agreement, dated as of August 22, 2023 (the “Change in Terms Agreement”), entered into by the Company and the Senior Lender in connection with the New Business Loan Agreement.

  
v3.24.0.1
Note 10 - Related Party Transactions
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

Note 10 — Related Party Transactions

 

As of March 31, 2022, the Company had unsecured convertible Trinad Notes outstanding which were issued to Trinad Capital. In February 2023, the Trinad Notes along with accrued interest were converted into 6,177 shares of Series A Preferred Stock in addition to 200,000 shares of common stock. 6,177 shares of Series A Preferred Stock was outstanding as of December 31, 2023. In April 2023 and July 2023, the Company issued 116 and 192 shares of its Series A Preferred Stock, respectively, to Trinad Capital as dividend payments required by the terms of the Series A Preferred Stock.

 

On September 8, 2023, PodcastOne completed its Direct Listing on the Nasdaq Capital Market which resulted in the Company owning 15,672,186 shares of common stock in PodcastOne along with 1,100,000 common stock warrants to purchase shares of PodcastOne's common stock as of December 31, 2023. Also, on this date, PodcastOne issued 147,044 shares of PodcastOne common stock to the Company's CEO as a result of his ownership of the Company's preferred stock.

 
v3.24.0.1
Note 11 - Leases
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]

Note 11 — Leases

 

The Company leases a space at a location under a non-cancellable operating lease with a remaining lease term of 1 year, which originally expired in fiscal year 2022 and was renewed for an additional year. 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 for the three months ended December 31, 2023 and 2022, respectively. Rent expense was $0.7 million and $0.2 million for the nine months ended December 31, 2023 and 2022, 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 $0.2 million during each of the three months ended December 31, 2023 and 2022, respectively. Rent expense for these operating leases totaled $0.7 million and $0.2 million during the nine months ended December 31, 2023 and 2022, respectively.

 

Operating lease costs for the nine months ended December 31, 2023 and 2022 consisted of the following (in thousands):

 

  

Nine Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 

Fixed rent cost

 $615  $373 

Short term lease cost

  88   46 

Total operating lease cost

 $703  $419 

 

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

 

  

December 31,

  

March 31,

 

Operating leases

 

2023

  

2023

 

Operating lease right-of-use assets

 $175  $423 
         

Operating lease liability, current

 $181  $273 

Operating lease liability, noncurrent

  -   161 

Total operating lease liabilities

 $181  $434 

 

The operating lease right-of-use assets are included in other assets and current operating lease liabilities are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets.

 

Maturities of operating lease liabilities as of December 31, 2023 were as follows (in thousands):

 

For Years Ending March 31,

    

2024 (remaining three months)

 $65 

2025

  140 

Total lease payments

  205 

Less: imputed interest

  (24)

Present value of operating lease liabilities

 $181 

 

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.

 

 
v3.24.0.1
Note 12 - Other Long-Term Liabilities
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Other Liabilities Disclosure [Text Block]

Note 12 — Other Long-Term Liabilities

 

Other long-term liabilities consisted of the following (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

Contingent consideration from Gramophone acquisition

 $-  $174 

Accrued royalties

  4,767   3,788 

Accrued legal

  2,619   5,616 

Other long-term liabilities

  20   - 

Total other long-term liabilities

 $7,406  $9,578 

 

The Company classified $4.8 million of accrued royalties into long term based on contractual arrangements with the royalty holders. In addition, the Company accrued $2.6 million into long term liabilities as a result of the Sound Exchange settlement (Note 13 – Commitment and Contingencies). The amount previously included in Other long-term liabilities includes a contingent consideration liability resulting from the business combination of Gramophone (see Note 17 - Fair Value Measurements) which expired with no payment made during the nine months ended December 31, 2023.

 
v3.24.0.1
Note 13 - Commitments and Contingencies
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 13 — Commitments and Contingencies

 

Contractual Obligations

 

As of  December 31, 2023, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $3.8 million for the fiscal year ending  March 31, 2024, $1.2 million for the fiscal year ending March 31, 2025, $0.5 million for the fiscal year ending March 31, 2026 and $0.1 million for the fiscal year ending March 31, 2027.

 

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 of time is the period 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, members, 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, which included payments to be made in common stock. In addition, record labels, publishers and performing rights organizations with whom the Company has entered into direct license agreements have the right to audit the Company’s content acquisition payments, and any such audit could result in disputes over whether the Company has paid the proper content acquisition costs. However, as of December 31, 2023, 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.

 

On August 4, 2022, the Company entered into a settlement agreement with a certain music partner attributed to past royalties owed. The Company issued 800,000 shares of its common stock to the music partner and settled $0.4 million of accounts payable with the remaining value of the shares attributed to prepayment for future royalties. The fair value of the shares was determined to be $1.0 million based on the Company’s share price at the date the shares were issued. As of December 31, 2023, $0.1 million was recorded as a prepaid asset related to this transaction in order to fund future amounts owed for royalties. As the agreement was not terminated by the music partner after one year, the Company issued to the music partner an additional 200,000 shares of its common stock as prepayment of future royalties during the nine months ended December 31, 2023.

 

Employment Agreements

 

As of December 31, 2023, the Company has employment agreements with two named executive officers (“Section 16 Officers”) that provide salary payments of $0.7 million and target bonus compensation of up to $0.7 million on an annual basis. Furthermore, such employment agreements contain severance clauses that could require severance payments in the aggregate amount of $10.5 million (excluding the value of potential payouts of discretionary bonuses, pro-rata bonuses, and potential accelerated vesting of equity awards granted to such executive officers).

 

The Company’s CEO agreed to forgive his salary of $0.5 million per annum for the period from August 2021 until December 31, 2022 in exchange for shares of the Company’s common stock and/or restricted stock units to be issued in the future. As of  December 31, 2023, the Company’s board of directors has not yet determined the number of shares of the Company’s common stock and/or restricted stock units to be issued to the CEO as such compensation.

 

Legal Proceedings 

 

On April 10, 2018, Joseph Schnaier, Danco Enterprises, LLC (an entity solely owned by Mr. Schnaier, “Danco”), Wantmcs Holdings, LLC (Mr. Schnaier is the managing member) and Wantickets (Mr. Schnaier is the 90% beneficial owner) filed a complaint in the Supreme Court of the State of New York, County of New York against the Company, LiveXLive Tickets, Inc. (“LXL Tickets”), Robert S. Ellin and certain other defendants. Plaintiffs subsequently voluntarily dismissed all claims against the other defendants. The complaint alleged multiple causes of action arising out of Schnaier’s investment (through Danco) into the Company in 2016, LXL Tickets’ purchase of certain operating assets of Wantickets pursuant to the Asset Purchase Agreement, dated as of May 5, 2017, and Mr. Schnaier’s employment with LXL Tickets, including claims for fraudulent inducement, breach of contract, conversion, and defamation. Based on the remaining claims, plaintiffs were seeking damages of approximately $10.0 million was to be determined at trial, if any, plus interest, attorneys’ fees and costs and other such relief as the court may award. The Company denied and continues to deny plaintiffs’ claims. The Company believes that the complaint is an intentional act by the plaintiffs to publicly tarnish the Company’s and its senior management’s reputations through the public domain in an effort to obtain by threat of litigation certain results for Mr. Schnaier’s self-serving and improper purposes. The Company is vigorously defending this lawsuit and believes that the allegations are without merit and that it has strong defenses. On June 26, 2018, the Company and LXL Tickets, filed counterclaims against the plaintiffs for breach of contract (including under the Asset Purchase Agreement), fraudulent inducement, and other causes of action, seeking injunctive relief, damages, attorneys’ fees and expenses and such other relief as the court may award. As of December 31, 2022, all of plaintiffs’ claims were dismissed or addressed by the parties or the court other than plaintiffs’ claims for fraudulent inducement related to payment of Wantickets’ audit costs, breach of contract based on Mr. Schnaier’s employment agreement with LXL Tickets, and fraudulent inducement due to plaintiffs alleged inability to sell their shares of Company’s common stock acquired pursuant to the APA. The trial was held in late April and early May 2023. In May 2023, the Company achieved a favorable outcome in this lawsuit, as the jury awarded damages to LXL Tickets in the amount of $0.23 million, together with costs and disbursements as taxed by the clerk and with statutory interest at 9% per annum from November 22, 2018, versus damages in the amount of $0.15 million, together with costs and disbursements as taxed by the clerk and with statutory interest at 9% per annum from June 29, 2018 awarded to the plaintiffs. Neither amount is material to the Company. The plaintiffs have indicated their intent to appeal certain rulings in this matter. As of November 15, 2023, the plaintiffs have yet to file the appeal. The Company intends to continue to vigorously defend all remaining defendants, if necessary, against any liability to the plaintiffs with respect to the remaining claims, and the Company believes that the allegations are without merit and that it has strong defenses. As of December 31, 2023, while the Company has assessed that the likelihood of a loss, if any, is not probable, the outcome of this lawsuit is inherently uncertain and the potential range of loss could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

During the nine months ended  December 31, 2023 and 2022, the Company recorded legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third parties that were not material and were included in general and administrative expenses in the accompanying 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 the 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.

 

The CARES Act

 

The CARES Act, passed in March 2020 and subsequently amended in 2021, allowed eligible employers to take credit up to 70% of qualified wages if the Company experienced either a full or partial suspension of the operation due to COVID related government orders. During the year ended March 31, 2022, the Company, with the guidance from a third-party specialist, determined it was entitled to $2.0 million in employee retention credits for the previous business interruption related to COVID. The Company received $1.0 million and no proceeds during the nine months ended December 31, 2023 and 2022, respectively.

 
v3.24.0.1
Note 14 - Employee Benefit Plan
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Compensation and Employee Benefit Plans [Text Block]

Note 14 — Employee Benefit Plan

 

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 nine month periods ended December 31, 2023 and 2022.

 
v3.24.0.1
Note 15 - Stockholders' Deficit
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Equity [Text Block]

Note 15 — Stockholders’ Deficit 

 

Authorized Common Stock and Authority to Create Preferred Stock

 

The Company has the authority to issue up to 510,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock, $0.001 par value per share, and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).

 

The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s board of directors. The Company’s board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.

 

It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders.

 

 

Stock Repurchase Program

 

In December 2020, the Company announced that its board of directors has authorized the repurchase of up to two million shares of its outstanding common stock from time to time. In November 2022, the Company announced that its board of directors has authorized it to expand its stock repurchase program by up to an additional $2,000,000 worth of shares of its common stock to be repurchased from time to time. The timing, price, and quantity of purchases under the program will be at the discretion of our management and will depend upon a variety of factors including share price, general and business market conditions, compliance with applicable laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program may be expanded, suspended, or discontinued by our board of directors at any time. Although our board of directors has authorized this stock repurchase program, there is no guarantee as to the exact number of shares, if any, that will be repurchased by us, and we may discontinue purchases at any time that management determines additional purchases are not warranted. We cannot guarantee that the program will be consummated, fully or all, or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our common stock. In addition, this program could diminish our cash reserves. The Company purchased 1,101,498 and 2,000,000 shares of its common stock under the stock repurchase program for the nine months ended December 31, 2023 and 2022 for a total of $1.7 million and $1.9 million, respectively.

 

Series A Preferred Stock

 

The Series A Preferred Stock is convertible at any time at a Holder’s option into shares of the Company’s common stock, at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, is perpetual and has no maturity date. At the option of the Company, the dividend may be paid in-kind for the first 12 months after the Effective Date, and thereafter, the Holders shall have the option to select whether subsequent dividend payments shall be paid in kind or in cash; provided, that as long as any Series A Preferred Stock is held by the “Harvest Funds”, Trinad Capital shall receive the dividend solely in kind. The Series A Preferred Stock shall have no voting rights, except as set forth in the Certificate of Designation or as otherwise required by law.

 

The Company may, at its option (the “Optional Redemption Right”), on or before the Mandatory Redemption Date (as defined herein), purchase up to $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (the “Redemption Price”). The Company shall be required on or before the 18-month anniversary of the Effective Date (the “Mandatory Redemption Date”), and in any event if prior to the Mandatory Redemption Date the Company consummates any financing transaction in which the Company, directly or indirectly, raises, in aggregate, gross proceeds of more than $20,000,000 of new capital, to purchase $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds (the “Mandatory Redemption Amount”) at the Redemption Price (the “Mandatory Redemption”). If the Optional Redemption Right is exercised up to the full $5,000,000 amount, the Mandatory Redemption requirement shall be terminated; provided, that if the Optional Redemption Right is exercised in any amount less than $5,000,000, the Mandatory Redemption Amount shall be reduced by the amount that the Optional Redemption Right has been elected and exercised. Without the prior express consent of the majority of the votes entitled to be cast by the holders of Series A Preferred Stock outstanding at the time of such vote (the “Majority Holders”), the Company shall not authorize or issue any additional or other shares of its capital stock that are (i) of senior rank to the Series A Preferred Stock or (ii) of pari passu rank to the Series A Preferred Stock, in each case in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation.

 

Pursuant to the Exchange Agreements, the Company agreed that at any time that any of the shares of Series A Preferred Stock issued to the Harvest Funds are outstanding, (i) to directly or through its 100% owned subsidiaries (as applicable), to own on a fully diluted basis at least 66% of the total equity and voting rights of any and all classes of securities of each of PodcastOne, Slacker, PPV One, Inc., and LiveXLive Events, LLC subsidiaries of the Company, (ii) not to issue shares of its common stock or convertible equity securities at a price less than $2.10 per share (subject to certain exceptions), provided, that such consent shall not be required in connection with any merger, acquisition or other business combinations of the Company and/or any of its subsidiaries with any unaffiliated third party, (iii) not to raise more than an aggregate of $20,000,000 of capital in one or more offerings, including without limitation, one or more equity or debt offerings or a combination thereof, on an accumulated basis commencing after the Effective Date (the “Qualified Offering”); provided, that such consent shall not be required for any equity financing of the Company at a price of $2.25 per share or above, and (iv) if after the Effective Date the Company distributes any of its assets or any shares of its common stock or Common Stock Equivalents (as defined in the Exchange agreements) of any of its subsidiaries pro rata to the record holders of any class of shares of its common stock, the Company shall distribute to the Holders its pro rata portion of any such distribution (calculated on an as-converted basis with respect to the then outstanding Series A Preferred Stock) concurrently with the distribution to the then record holders of any class of its common stock (including an applicable distribution of shares of PodcastOne’s common stock to the Harvest Funds in connection with the Company’s Spin-Out and special dividend of PodcastOne’s common stock to the Company’s stockholders of record), in each case without the Majority Holders’ prior written consent. Any breach of the aforementioned covenants shall constitute a material breach, which if uncured, shall result in the issuance of an aggregate of 56,473 shares of the Company’s restricted common stock (the “Default Shares”) to the Holders for each five trading days (or pro rata thereof) after the date of the breach; provided, that if such breach is cured within the applicable cure period, no Default Shares shall be issued.

 

In accordance with ASC 480, the Company classified $5.0 million of its Series A Preferred Stock as temporary equity due to the Company’s obligation to redeem $5.0 million of the Series A Preferred Stock on or before 18 months after issuance for cash, which also contains a substantive conversion feature. The redemption feature was not deemed to be closely and clearly related to the equity-type host instrument. Accordingly, it was accounted for as a liability at inception based on its fair value of $0.2 million with subsequent changes in fair value included in earnings. The change in fair value of the embedded derivative included in the statement of earnings was a loss of $0.2 million and a gain of $0.1 million for the three and nine months ended December 31, 2023. The fair value of the derivative as of December 31, 2023 and March 31, 2023 was $0.3 million and $0.4 million, respectively.

 

In accordance with ASC 480, the Company classified $16.2 million of the Series A Preferred Stock as permanent equity in the financial statements as it was not subject to mandatory redemption at the option of the holder. The Company concluded that the Series A Preferred Stock is more akin to an equity-type instrument than a debt-type instrument, therefore the conversion features associated with the Series A preferred stock classified as permanent equity were deemed to be clearly and closely related to the host instrument and not a derivative under ASC 815. Accordingly, the Series A Preferred Stock was not accreted to the redemption amount in effect on the balance sheet date.

 

Each share of Series A Preferred Stock is entitled to receive cumulative dividends payable at a rate per annum of 12% of the Series A Stated Value. During the nine months ended December 31 2023, the Company issued 2,427 shares of its Series A Preferred Stock as a dividend in accordance with terms of the Certificate of Designation.

 

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 the Company formally increased on September 30, 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 $2.3 million and $0.4 million during the three months ended December 31, 2023 and 2022, respectively. The Company recognized share-based compensation expense of $5.8 million and $2.5 million during the nine months ended December 31, 2023 and 2022, respectively. The total tax benefit recognized related to share-based compensation expense was none for the three months ended December 31, 2023 and 2022

 

PodcastOne 2022 Equity Plan

 

On December 15, 2022, the PodcastOne’s board of directors and the Company as the sole stockholder, through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., approved PodcastOne’s 2022 Equity Incentive Plan (the “2022 Plan”) which reserved a total of 2,000,000 shares of PodcastOne’s common stock for issuance. Incentive awards authorized under the 2022 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 Code and stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to PodcastOne 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 2022 Plan.

 

As of December 31, 2023, PodcastOne has granted incentive awards underlying 779,060 shares of PodcastOne's common stock under the 2022 Plan with a fair value of $4.39 per share. None of the awards had vested or have been forfeited as of December 31, 2023. As of December 31, 2023, PodcastOne recognized $1.7 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $1.4 million, which is expected to be recognized over a weighted-average service period of 1.14 years.

 

Non- Controlling  Interest

 

On September 8, 2023, the Company completed its spin out of PodcastOne from the Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out"), as a result 4.3 million shares of PodcastOne common stock were issued to holders outside of the Company resulting in a non-controlling interest in the company of 21.64%. The stock dividend of 4.3 million shares was a non-reciprocal transfer between PodcastOne and non-LiveOne shareholders. As a result, the transaction was recorded as a change in non-controlling interest under ASC 810, which resulted in an increase to non-controlling interest of $ $1.5 million for the nine months ended December 31, 2023. Subsequent to the Spin-Out, PodcastOne issued an additional 3.2 million shares to non-LVO holders primarily from the conversion of the PC1 Bridge Loan which resulted in a non-controlling interest of 26.50%, resulting in an increase of $2.5 million to non-controlling interest within the accompanying condensed consolidated statement of stockholders' deficit and mezzanine equity. In addition, as a result of the completion of the Spin-Out and the PodcastOne shares being publicly traded, the variability in the terms of the warrants issued with the PC1 Bridge Loan was resolved so that the warrants issued in PodcastOne common stock were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million.

 

 
v3.24.0.1
Note 16 - Business Segments and Geographic Reporting
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

Note 16 — Business Segments and Geographic Reporting

 

The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280”).

 

Beginning in the second quarter of fiscal 2024, management has determined that the Company has three operating segments (PodcastOne, Slacker and Media Group). The Audio Group consist of the Company's PodcastOne and Slacker subsidiaries and the Media Group consist of the Company's remaining subsidiaries. As a result of the Spin-Out of PodcastOne, the Company’s chief operating decision maker (“CODM”) began to make decisions and allocate resources based on three operating segments of the business (PodcastOne, Slacker and Media group). The Company’s reporting segments reflects the manner in which its 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. As a result, the segment information for the prior periods has been recast to conform with the current period presentation.

 

The Company’s three operating segments are also consistent with its internal organizational structure, which is the way the Company assesses operating performance and allocates resources.

 

Customers

 

The Company has one external customer that accounts for more than 10% of its revenue and accounts receivable. Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $15.5 million and $11.4 million for the three months ended  December 31, 2023 and 2022, respectively. Total revenues from the OEM were $43.6 million and $32.1 million for the nine months ended  December 31, 2023 and 2022, respectively. Total receivables from the OEM were 33% and 24% of total accounts receivable as of December 31, 2023 and March 31, 2023, respectively. 

 

Segment and Geographic Information

 

The Company’s operations are 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, of which $0.3 million resides in PodcastOne, $2.8 million in Slacker and $0.6 million is attributed to our Media Operations. 

 

We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented.

 

The following table presents the results of operations for our reportable segments for the three and nine months ended December 31, 2023 and 2022: 

 

  

Three months ended

 
  

December 31, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $10,442  $16,838  $3,965  $-  $31,245 

Net income (loss)

 $(2,600) $5,127  $(3,148) $(1,603) $(2,224)

 

  

Three months ended

 
  

December 31, 2022

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $8,589  $13,363  $5,357  $-  $27,309 

Net income (loss)

 $(2,078) $6,837  $(5,154) $(2,153) $(2,548)

 

  

Nine months ended

 
  

December 31, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $31,595  $48,331  $7,615  $-  $87,541 

Net income (loss)

 $(13,683) $7,377  $136  $(4,496) $(10,666)

 

  

Nine months ended

 
  

December 31, 2022

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $25,802  $38,137  $10,124  $-  $74,063 

Net income (loss)

 $(3,016) $10,349  $(5,297) $(6,645) $(4,609)

 

Geographic Information

 

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.

  
v3.24.0.1
Note 17 - Fair Value Measurements
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

Note 17 — Fair Value Measurements

 

The following table presents the fair value of the Company’s financial liabilities that are measured at fair value on a recurring basis (in thousands):

 

  

December 31, 2023

 
  

Fair

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Prepaid expenses - common stock issued subject to market adjustment at settlement

 $124  $124  $-  $- 

Total

 $124  $124  $-  $- 
                 

Liabilities:

                

Bifurcated embedded derivative on Series A Preferred Stock

 $279  $-  $-  $279 
  $279  $-  $-  $279 

 

  

March 31, 2023

 
  

Fair

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Prepaid expenses - common stock issued subject to market adjustment at settlement

 $140  $140  $-  $- 

Total

 $140  $140  $-  $- 
                 

Liabilities:

                

Contingent consideration liability from Gramophone acquisition

 $174  $-  $-  $174 

Warrant liability on PodcastOne bridge loan

  1,860   -   -   1,860 

Bifurcated embedded derivative on PodcastOne bridge loan

  1,288   -   -   1,288 

Bifurcated embedded derivative on Series A Preferred Stock

  376   -   -   376 
  $3,698  $-  $-  $3,698 

 

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, 2023

 $3,698 

Change in fair value of bifurcated embedded derivatives, reported in earnings

  4,132 

Conversion of embedded derivatives to equity

  (1,481)

Conversion of warrant liability to non-controlling interest

  (5,896)

Change in fair value of contingent consideration liabilities, reported in earnings

  (174)

Balance as of December 31, 2023

 $279 

 

The Company did not elect the fair value measurement option for the following financial assets or liabilities. The fair values of certain financial instruments measured at amortized cost and the hierarchy level the Company used to estimate the fair values are shown below (in thousands):

 

  

December 31, 2023

 
  

Carrying

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Liabilities:

                

PodcastOne bridge loan

 $-  $-  $-  $- 

 

  

March 31, 2023

 
  

Carrying

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Liabilities:

                

PodcastOne bridge loan

 $4,726  $-  $-  $4,726 

  
v3.24.0.1
Note 18 - Subsequent Events
 9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18 — Subsequent Events

 

Effective as of January 24, 2024, the Company's board of directors appointed Aaron Sullivan as the full-time Chief Financial Officer, Treasurer and Secretary of the Company and the Company’s major subsidiaries, PodcastOne, Inc. and Slacker, Inc., and any other subsidiary of the Company as reasonably requested by the Company. The Company filed an 8-K summarizing the employment terms of Mr. Sullivan on January 30, 2024.

 
v3.24.0.1
Insider Trading Arrangements
 9 Months Ended
Dec. 31, 2023
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5. Other Information.

 

None.

 
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.0.1
Significant Accounting Policies (Policies)
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Unusual and Infrequent Events [Policy Text Block]

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 and up to the third quarter of fiscal year ended March 31, 2022. The impact has subsided during the fiscal year ended March 31, 2023. The Company’s event and programmatic advertising revenues were directly impacted throughout the 2022 and 2021 fiscal years with all on-premise in-person live music festivals and events postponed in 2021 fiscal year and mixed demand from historical advertising partners in 2022 fiscal year. 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 membership 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 (“PPP”) loan 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. 

 

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 during the quarter ended December 31, 2021. In accordance with ASC 105-10-05-02, the Company analogized to International Financial Reporting Standards, 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. The Company recognized the credit of $0.8 million as a reduction of payroll tax expense for the year ended March 31, 2023. 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.
Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“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, 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, inventory calculations and reserves, 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.
Revenue [Policy Text Block]

Revenue Recognition Policy

 

The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company’s efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will not be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.

 

Practical Expedients

 

The Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.

 

Gross Versus Net Revenue Recognition

 

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction by transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its membership service, sponsorship, and merchandising streams and may act as principal or agent for its ticketing/live events, advertising and licensing revenue streams. 

 

The Company’s revenue is principally derived from the following services:

 

Membership Services

 

Membership services revenue substantially consist of monthly to annual recurring membership fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring membership fees collected in advance and recognizes them in the period earned. Membership revenue is recognized in the period of services rendered. The Company’s membership revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are membership based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes membership revenue straight-line through the membership period.

 

Membership Services consist of:

 

Direct member, mobile service provider and mobile app services

 

The Company generates revenue for membership services on both a direct basis and through memberships sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the member executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the member upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the member is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the member. Membership revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days.

 

Third-Party Original Equipment Manufacturers

 

The Company generates revenue for membership services through memberships sold through a third-party Original Equipment Manufacturer (the “OEM”). For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid membership. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company’s payment terms with OEM are up to 30 days.

 

Advertising Revenue

 

Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis, which represents the Company’s efforts to satisfy the performance obligation. Additionally, following the acquisition of PodcastOne, the Company began deriving revenue from podcast advertising. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions.

 

From time to time the Company enters into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized based on delivery of impressions and in the same manner as described above. Services received are charged to expense when received or utilized. If services are received prior to the delivery of impressions, a liability is recorded. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Barter revenue for the three months ended  December 31, 2023 and 2022 was $3.1 million and $2.0 million, respectively. Barter revenue for the nine months ended  December 31, 2023 and 2022 was $10.7 million and $5.1 million, respectively.

 

Licensing Revenue

 

Licensing revenue primarily consists of sales of licensing rights to digitally stream the Company’s live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs.

 

Sponsorship Revenue

 

Sponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach the Company’s customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions.

 

Merchandising Revenue

 

Revenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales also include shipping and handling charges billed to customers, with the related freight costs included in cost of goods sold. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the accompanying condensed consolidated statements of operations. The Company’s customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at  December 31, 2023 and 2022 was less than $0.1 million, respectively.

 

Ticket/Event Revenue

 

Ticket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under one of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits.

 

Revenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor.

 

Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online PPV tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, the Company allocates the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is not readily determinable, it is estimated using observable inputs including an adjusted market-based approach, expected cost plus margin, or the residual approach.
Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period adjusted to addback dividends (declared or cumulative undeclared) applicable to the Series A Preferred Stock. 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.

 

Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities such as our preferred stock. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options and restricted stock units ("RSUs").

 

The treasury stock method is used to calculate the potentially dilutive effect of stock options and RSUs. The if-converted method is used to calculate the potentially dilutive effect of the Preferred Stock. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.

 

At December 31, 2023 and 2022, the Company had 2,266,667 and 2,431,681 options outstanding, respectively, 1,890,635 and 1,905,364 restricted stock units outstanding, respectively, 3,114,000 and 3,114,000 common stock warrants and none and 5,960,593 shares of common stock issuable, respectively, underlying the Company’s convertible debt. 

 

The following table shows the calculation of basic and diluted earnings per share for the periods Series A Preferred Stock was outstanding:

 

    
  

Three Months Ended

  

Nine Months Ended

 

In thousands, except per share amounts

  December 31, 2023   December 31, 2023 

Net loss attributed to LiveOne

 $(1,574) $(9,669)

Dividends on preferred stock

  (762)  (2,016)

Net loss attributed to LiveOne

 $(2,336) $(11,685)

Basic and diluted weighted average number of shares outstanding

  87,882,364   87,477,623 

Shares used in computation of basic and diluted earnings per share

 $(0.03) $(0.13)

 
Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Restricted Cash

 

Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less.

 

The following table provides amounts included in cash, cash equivalents and restricted cash presented in the Company’s condensed consolidated statements of cash flows for the nine months ended  December 31, 2023 and 2022 (in thousands):

 

  

December 31, 2023

  

March 31, 2023

 

Cash and cash equivalents

 $6,248  $8,409 

Restricted cash

  205   240 

Total cash and cash equivalents and restricted cash

 $6,453  $8,649 

 
Noncontrolling Interest [Policy Text Block]
Non- Controlling  Interest

 

The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net income (loss) attributable to non-controlling interests is disclosed in the accompanying interim unaudited condensed consolidated statements of operations.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash and Cash Equivalents

 

The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of December 31, 2023 and 2022, the Company had restricted cash of $0.2 million and $0.2 million, respectively.
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

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 membership receivables. At December 31, 2023, the Company had one customer that made up 29% of the total accounts receivable balance. At December 31, 2022, the Company had one customer that made up 23% of the total accounts receivable balance. 

 

The Company’s accounts receivable at December 31, 2023 and March 31, 2023 is as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2023

  

2023

 

Accounts receivable, gross

 $17,136  $14,228 

Less: Allowance for doubtful accounts

  (1,079)  (570)

Accounts receivable, net

 $16,057  $13,658 

 
Inventory, Policy [Policy Text Block]

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.
Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

 

The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents.
New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted 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. The Company adopted ASU 2016-13 on April 1, 2021 on a prospective basis. The adoption of this standard did not have an impact on the Company’s interim condensed consolidated financial statements.

 

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

 

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.
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
    
  

Three Months Ended

  

Nine Months Ended

 

In thousands, except per share amounts

  December 31, 2023   December 31, 2023 

Net loss attributed to LiveOne

 $(1,574) $(9,669)

Dividends on preferred stock

  (762)  (2,016)

Net loss attributed to LiveOne

 $(2,336) $(11,685)

Basic and diluted weighted average number of shares outstanding

  87,882,364   87,477,623 

Shares used in computation of basic and diluted earnings per share

 $(0.03) $(0.13)
Schedule of Cash and Cash Equivalents [Table Text Block]
  

December 31, 2023

  

March 31, 2023

 

Cash and cash equivalents

 $6,248  $8,409 

Restricted cash

  205   240 

Total cash and cash equivalents and restricted cash

 $6,453  $8,649 
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
  

December 31,

  

March 31,

 
  

2023

  

2023

 

Accounts receivable, gross

 $17,136  $14,228 

Less: Allowance for doubtful accounts

  (1,079)  (570)

Accounts receivable, net

 $16,057  $13,658 
v3.24.0.1
Note 3 - Revenue (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

                

Membership Services

 $16,858  $13,354  $48,498  $38,226 

Advertising

  10,592   8,498   32,108   26,138 

Merchandising

  3,795   4,825   6,794   8,507 

Sponsorship and Licensing

  -   76   126   389 

Ticket/Event

  -   556   15   803 

Total Revenue

 $31,245  $27,309  $87,541  $74,063 
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

Deferred

 
  

Revenue

 

Balance as of March 31, 2023

 $992 

Revenue recognized that was included in the contract liability at beginning of period

  (392)

Increase due to cash received, excluding amounts recognized as revenue during the period

  188 

Balance as of December 31, 2023

 $788 
v3.24.0.1
Note 4 - Property and Equipment (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

December 31,

  

March 31,

 
  

2023

  

2023

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $6,546  $6,501 

Furniture and fixtures

  556   556 

Leasehold improvements

  597   531 

Capitalized internally developed software

  17,294   14,662 

Total property and equipment

  24,993   22,250 

Less accumulated depreciation and amortization

  (21,360)  (18,925)

Total property and equipment, net

 $3,634  $3,325 
v3.24.0.1
Note 5 - Goodwill and Intangible Assets (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Goodwill [Table Text Block]
  

Goodwill

 

Balance as of March 31, 2023

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2023

 $23,379 
Schedule of Indefinite-Lived Intangible Assets [Table Text Block]
  

Tradenames

 

Balance as of March 31, 2023

 $4,637 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2023

 $4,637 
Schedule of Finite-Lived Intangible Assets [Table Text Block]
  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,146   3,220 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,615   1,219   2,396 

Domain names

  523   177   346 

Brand and trade names

  1,071   414   657 

Customer list

  2,673   1,392   1,281 

Total

 $39,098  $31,199  $7,899 
  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   1,878   3,488 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  772   772   - 

Domain names

  523   137   386 

Brand and trade names

  1,143   347   796 

Customer list

  2,767   1,039   1,728 

Total

 $36,422  $30,024  $6,398 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

For Years Ending March 31,

    

2024 (remaining three months)

 $533 

2025

  2,041 

2026

  1,732 

2027

  1,023 

2028

  508 

Thereafter

  2,062 
  $7,899 
v3.24.0.1
Note 6 - Accounts Payable and Accrued Liabilities (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

December 31,

  

March 31,

 
  

2023

  

2023

 

Accounts payable

 $10,307  $10,960 

Accrued liabilities

  13,260   11,539 

Lease liabilities, current

  181   273 
  $23,748  $22,772 
v3.24.0.1
Note 7 - Notes Payable (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Debt [Table Text Block]
  

December 31,

  

March 31,

 
  

2023

  

2023

 

SBA loan

 $162  $163 

Capchase loan

  1,473   - 
   1,635   163 

Less: Current portion of Notes payable

  (694)  (15)

Notes payable

 $941  $148 
Schedule of Maturities of Long-Term Debt [Table Text Block]

For Years Ending March 31,

    

2024 (remaining three months)

 $219 

2025

  876 

2026

  378 

Thereafter

  162 

Total

 $1,635 
v3.24.0.1
Note 8 - PodcastOne Bridge Loan (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block]
  

July 15,

 
  

2022

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  88.88%

Risk-free interest rate

  3.02%

Simulated share price

 $5.33 

Exercise price

 $5.22 
  

September 8,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.10%

Risk-free interest rate

  4.43%

Simulated share price

 $4.39 

Exercise price

 $3.00 
  

March 31,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Simulated share price

 $2.64 

Exercise price

 $2.64 
  

March 31,

 
  

2023

 
     

Simulations

  100,000 

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Conversion price

 $2.54 

Stock price

 $2.64 
v3.24.0.1
Note 11 - Leases (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Lease, Cost [Table Text Block]
  

Nine Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 

Fixed rent cost

 $615  $373 

Short term lease cost

  88   46 

Total operating lease cost

 $703  $419 
  

December 31,

  

March 31,

 

Operating leases

 

2023

  

2023

 

Operating lease right-of-use assets

 $175  $423 
         

Operating lease liability, current

 $181  $273 

Operating lease liability, noncurrent

  -   161 

Total operating lease liabilities

 $181  $434 
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

For Years Ending March 31,

    

2024 (remaining three months)

 $65 

2025

  140 

Total lease payments

  205 

Less: imputed interest

  (24)

Present value of operating lease liabilities

 $181 
v3.24.0.1
Note 12 - Other Long-Term Liabilities (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Other Liabilities [Table Text Block]
  

December 31,

  

March 31,

 
  

2023

  

2023

 

Contingent consideration from Gramophone acquisition

 $-  $174 

Accrued royalties

  4,767   3,788 

Accrued legal

  2,619   5,616 

Other long-term liabilities

  20   - 

Total other long-term liabilities

 $7,406  $9,578 
v3.24.0.1
Note 16 - Business Segments and Geographic Reporting (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three months ended

 
  

December 31, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $10,442  $16,838  $3,965  $-  $31,245 

Net income (loss)

 $(2,600) $5,127  $(3,148) $(1,603) $(2,224)
  

Three months ended

 
  

December 31, 2022

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $8,589  $13,363  $5,357  $-  $27,309 

Net income (loss)

 $(2,078) $6,837  $(5,154) $(2,153) $(2,548)
  

Nine months ended

 
  

December 31, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $31,595  $48,331  $7,615  $-  $87,541 

Net income (loss)

 $(13,683) $7,377  $136  $(4,496) $(10,666)
  

Nine months ended

 
  

December 31, 2022

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $25,802  $38,137  $10,124  $-  $74,063 

Net income (loss)

 $(3,016) $10,349  $(5,297) $(6,645) $(4,609)
v3.24.0.1
Note 17 - Fair Value Measurements (Tables)
 9 Months Ended
Dec. 31, 2023
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
  

December 31, 2023

 
  

Fair

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Prepaid expenses - common stock issued subject to market adjustment at settlement

 $124  $124  $-  $- 

Total

 $124  $124  $-  $- 
                 

Liabilities:

                

Bifurcated embedded derivative on Series A Preferred Stock

 $279  $-  $-  $279 
  $279  $-  $-  $279 
  

March 31, 2023

 
  

Fair

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Prepaid expenses - common stock issued subject to market adjustment at settlement

 $140  $140  $-  $- 

Total

 $140  $140  $-  $- 
                 

Liabilities:

                

Contingent consideration liability from Gramophone acquisition

 $174  $-  $-  $174 

Warrant liability on PodcastOne bridge loan

  1,860   -   -   1,860 

Bifurcated embedded derivative on PodcastOne bridge loan

  1,288   -   -   1,288 

Bifurcated embedded derivative on Series A Preferred Stock

  376   -   -   376 
  $3,698  $-  $-  $3,698 
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]
  

Amount

 

Balance as of March 31, 2023

 $3,698 

Change in fair value of bifurcated embedded derivatives, reported in earnings

  4,132 

Conversion of embedded derivatives to equity

  (1,481)

Conversion of warrant liability to non-controlling interest

  (5,896)

Change in fair value of contingent consideration liabilities, reported in earnings

  (174)

Balance as of December 31, 2023

 $279 
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]
  

December 31, 2023

 
  

Carrying

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Liabilities:

                

PodcastOne bridge loan

 $-  $-  $-  $- 
  

March 31, 2023

 
  

Carrying

  

Hierarchy Level

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 

Liabilities:

                

PodcastOne bridge loan

 $4,726  $-  $-  $4,726 
v3.24.0.1
Note 1 - Organization and Basis of Presentation (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 6,453   $ 6,453   $ 8,649
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest (2,224) $ (2,548) (10,666) $ (4,609)  
Net Cash Provided by (Used in) Operating Activities     3,804 $ (4,627)  
Working Capital 21,500   21,500    
Potential Financing Amount $ 150,000   $ 150,000    
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies (Details Textual)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Mar. 31, 2023
USD ($)
Accrued Payroll Taxes         $ 800
Revenue from Contract with Customer, Excluding Assessed Tax $ 31,245 $ 27,309 $ 87,541 $ 74,063  
Customer Refund Liability, Current $ 100 $ 100 $ 100 $ 100  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | shares 2,266,667 2,431,681 2,266,667 2,431,681  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares 0 5,960,593 0 5,960,593  
Restricted Cash, Current $ 205 $ 200 $ 205 $ 200 $ 240
Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Number of Major Customers     1 1  
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]          
Concentration Risk, Percentage     29.00% 23.00%  
Common Stock Warrants [Member]          
Class of Warrant or Right, Outstanding (in shares) | shares 3,114,000 3,114,000 3,114,000 3,114,000  
Restricted Stock Units (RSUs) [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number (in shares) | shares 1,890,635 1,905,364 1,890,635 1,905,364  
Barter Transactions [Member]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 3,100 $ 2,000 $ 10,700 $ 5,100  
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Net loss attributed to LiveOne $ (1,574)     $ (2,548) $ (3,409) $ 1,348 $ (9,669) $ (4,609)
Dividends on preferred stock (762) $ (628) $ (626)       (2,016)  
Net loss attributed to LiveOne $ (2,336)           $ (11,685)  
Basic and diluted weighted average number of shares outstanding (in shares) 87,882,364     85,585,117     87,477,623 84,009,003
Shares used in computation of basic and diluted earnings per share (in dollars per share) $ (0.03)     $ (0.03)     $ (0.13) $ (0.05)
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Cash and cash equivalents $ 6,248 $ 8,409
Restricted cash 205 240
Total cash and cash equivalents and restricted cash $ 6,453 $ 8,649
v3.24.0.1
Note 2 - Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Accounts receivable, gross $ 17,136 $ 14,228
Less: Allowance for doubtful accounts (1,079) (570)
Accounts receivable, net $ 16,057 $ 13,658
v3.24.0.1
Note 3 - Revenue (Details Textual) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Number of Major Customers 1 1 1 1
One Customer [Member]        
Concentration Risk, Percentage 49.00% 42.00% 52.00% 43.00%
v3.24.0.1
Note 3 - Revenue - Disaggregation of Revenues (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Total Revenue $ 31,245 $ 27,309 $ 87,541 $ 74,063
Membership Services [Member]        
Total Revenue 16,858 13,354 48,498 38,226
Advertising [Member]        
Total Revenue 10,592 8,498 32,108 26,138
Merchandising Revenue [Member]        
Total Revenue 3,795 4,825 6,794 8,507
Sponsorship and Licensing [Member]        
Total Revenue 0 76 126 389
Ticket or Event Revenue [Member]        
Total Revenue $ 0 $ 556 $ 15 $ 803
v3.24.0.1
Note 3 - Revenue - Schedule of Deferred Revenue (Details)
$ in Thousands
 9 Months Ended
Dec. 31, 2023
USD ($)
Balance $ 992
Revenue recognized that was included in the contract liability at beginning of period (392)
Increase due to cash received, excluding amounts recognized as revenue during the period 188
Balance $ 788
v3.24.0.1
Note 4 - Property and Equipment (Details Textual) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Depreciation $ 0.8 $ 2.4 $ 1.1 $ 2.9
v3.24.0.1
Note 4 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Total property and equipment $ 24,993 $ 22,250
Less accumulated depreciation and amortization (21,360) (18,925)
Total property and equipment, net 3,634 3,325
Computer Equipment [Member]    
Total property and equipment 6,546 6,501
Furniture and Fixtures [Member]    
Total property and equipment 556 556
Leasehold Improvements [Member]    
Total property and equipment 597 531
Software and Software Development Costs [Member]    
Total property and equipment $ 17,294 $ 14,662
v3.24.0.1
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Amortization of Intangible Assets $ 528 $ 1,343   $ 1,227 $ 4,098  
Impairment of Intangible Assets (Excluding Goodwill) 115 $ 0   115 $ 1,356  
Intangible Assets, Net (Excluding Goodwill) $ 12,536     $ 12,536   $ 11,035
Cost Capitalized to Content Creator Relationship Intangibles [Member]            
Shares Issued, Price Per Share (in dollars per share)     $ 8      
Intangible Assets, Net (Excluding Goodwill)     $ 2,200      
Payments for Capitalized Prepayments With Stock     $ 900      
Patents [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 3 years     3 years    
Patents [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 15 years     15 years    
Content Creator Relationships [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 1 year     1 year    
Content Creator Relationships [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 2 years     2 years    
Domain Names [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 2 years     2 years    
Domain Names [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 5 years     5 years    
Trade Names [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 7 years     7 years    
Trade Names [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 10 years     10 years    
Customer Lists [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 3 years     3 years    
Customer Lists [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year) 4 years     4 years    
v3.24.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
 9 Months Ended
Dec. 31, 2023
USD ($)
Balance $ 23,379
Acquisitions 0
Impairment losses 0
Balance $ 23,379
v3.24.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Indefinite Lived Intangible Assets (Details) - Trade Names [Member]
$ in Thousands
 9 Months Ended
Dec. 31, 2023
USD ($)
Balance $ 4,637
Acquisitions 0
Impairment losses 0
Balance $ 4,637
v3.24.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Finite lived intangible assets, gross $ 39,098 $ 36,422
Finite lived intangible assets, accumulated amortization 31,199 30,024
Finite lived intangible assets, net 7,899 6,398
Computer Software, Intangible Asset [Member]    
Finite lived intangible assets, gross 19,281 19,281
Finite lived intangible assets, accumulated amortization 19,281 19,281
Finite lived intangible assets, net 0 0
Intellectual Property [Member]    
Finite lived intangible assets, gross 5,366 5,366
Finite lived intangible assets, accumulated amortization 2,146 1,878
Finite lived intangible assets, net 3,220 3,488
Customer Relationships [Member]    
Finite lived intangible assets, gross 6,570 6,570
Finite lived intangible assets, accumulated amortization 6,570 6,570
Finite lived intangible assets, net 0 0
Content Creator Relationships [Member]    
Finite lived intangible assets, gross 3,615 772
Finite lived intangible assets, accumulated amortization 1,219 772
Finite lived intangible assets, net 2,396 0
Domain Names [Member]    
Finite lived intangible assets, gross 523 523
Finite lived intangible assets, accumulated amortization 177 137
Finite lived intangible assets, net 346 386
Trade Names [Member]    
Finite lived intangible assets, gross 1,071 1,143
Finite lived intangible assets, accumulated amortization 414 347
Finite lived intangible assets, net 657 796
Customer Lists [Member]    
Finite lived intangible assets, gross 2,673 2,767
Finite lived intangible assets, accumulated amortization 1,392 1,039
Finite lived intangible assets, net $ 1,281 $ 1,728
v3.24.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
2024 (remaining three months) $ 533  
2025 2,041  
2026 1,732  
2027 1,023  
2028 508  
Thereafter 2,062  
Finite-Lived Intangible Assets, Net $ 7,899 $ 6,398
v3.24.0.1
Note 6 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Accounts payable $ 10,307 $ 10,960
Accrued liabilities 13,260 11,539
Lease liabilities, current 181 273
Accounts Payable and Other Accrued Liabilities, Current $ 23,748 $ 22,772
v3.24.0.1
Note 7 - Notes Payable (Details Textual) - USD ($)
 1 Months Ended 9 Months Ended
Jun. 17, 2020
Aug. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Jul. 31, 2022
Proceeds from Notes Payable     $ 1,700,000 $ 0  
Revolving Credit Facility [Member]          
Debt Instrument, Interest Rate, Stated Percentage         2.50%
Capchase [Member] | Subordinated Debt [Member] | Revolving Credit Facility [Member]          
Debt Instrument, Interest Rate, Stated Percentage   9.00%      
Debt Instrument, Face Amount   $ 1,700,000      
Debt Instrument, Periodic Payment   $ 73,100      
SBA Loan [Member]          
Proceeds from Notes Payable $ 200,000        
Debt Instrument, Term (Year) 30 years        
Debt Instrument, Interest Rate, Stated Percentage 3.75%        
v3.24.0.1
Note 7 - Notes Payable - Schedule of Notes Payable (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Total notes payable $ 1,635 $ 163
Less: Current portion of Notes payable (694) (15)
Notes payable 941 148
Capchase [Member]    
Total notes payable 1,473 0
SBA Loan [Member]    
Total notes payable $ 162 $ 163
v3.24.0.1
Note 7 - Note Payable - Maturities of Note Payable (Details) - Notes Payable, Other Payables [Member]
$ in Thousands
Dec. 31, 2023
USD ($)
2024 (remaining three months) $ 219
2025 876
2026 378
Thereafter 162
Total $ 1,635
v3.24.0.1
Note 8 - PodcastOne Bridge Loan (Details Textual) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 08, 2023
Jul. 15, 2022
Dec. 31, 2023
Dec. 31, 2023
Mar. 31, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.001 $ 0.001 $ 0.001
Bridge Loan     $ 0 $ 0 $ 4,726,000
Redemption Liability [Member]          
Derivative Liability, Subject to Master Netting Arrangement, before Offset     0 0 1,300,000
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)     (200,000) (200,000)  
Derivative Liability, Subject to Master Netting Arrangement, after Offset     2,800,000 2,800,000  
Interest Expense     $ 1,100,000 $ 1,000,000  
PC1 Note Warrants [Member]          
Warrants and Rights Outstanding $ 5,900,000 $ 1,700,000     $ 1,800,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 3,114,000   3,114,000 3,114,000  
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) $ 3        
Fair Value Adjustment of Warrants       $ 4,000,000  
PC1 Note Warrants [Member] | Redeemed Prior to Initial Maturity [Member]          
Warrant and Rights Outstanding, Monte Carlo Simulation Weights     65.00% 65.00%  
PC1 Note Warrants [Member] | Redemption at Initial Maturity [Member]          
Warrant and Rights Outstanding, Monte Carlo Simulation Weights     25.00% 25.00%  
PC1 Note Warrants [Member] | Redemption After the Initial Maturity [Member]          
Warrant and Rights Outstanding, Monte Carlo Simulation Weights     10.00% 10.00%  
PodcastOne [Member]          
Common Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.00001      
PC1 Notes [Member]          
Debt Instrument, Discount Percentage   10.00%      
Debt Instrument, Face Amount   $ 8,800,000      
Proceeds from Issuance of Debt   $ 8,000,000      
Debt Instrument, Term (Year)   1 year      
Debt Instrument, Interest Rate, Stated Percentage   10.00%      
Debt Instrument, Convertible, Carrying Amount of Equity Component   $ 60,000,000      
Debt Instrument, Convertible, Percent of Offering Price   70.00%      
Debt Instrument, Convertible, Percentage of Listing Price   70.00%      
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed   45.00%      
Debt Instrument, Redemption Amount   $ 3,000,000      
Debt Instrument, Maximum Percentage of Equity Ownable   66.00%      
Debt Instrument, Periodic Redemption   $ 1,000,000      
Debt Instrument, Prepayment Costs   3,000,000      
Interest Expense     $ 100,000 $ 200,000  
Repayments of Debt       $ 3,000,000  
PC1 Notes [Member] | Conversion of Debt Upon Completing a Qualified Event [Member]          
Debt Conversion, Converted Instrument, Amount $ 7,020,000.00        
Debt Conversion, Converted Instrument, Shares Issued (in shares) 2,341,000        
PC1 Notes [Member] | Intersegment Eliminations [Member]          
Bridge Loan   3,000,000      
PC1 Notes [Member] | Other Note Holders [Member]          
Debt Instrument, Prepayment Costs   1,000,000      
PC1 Notes [Member] | Reg St Redemption [Member]          
Debt Instrument, Prepayment Costs   $ 2,000,000      
v3.24.0.1
Note 8 - PodcastOne Bridge Loan - Monte Carlo Assumptions (Details)
Sep. 08, 2023
Mar. 31, 2023
Jul. 15, 2022
Redemption Liability [Member]      
Simulations   100,000  
Measurement Input, Price Volatility [Member] | Redemption Liability [Member]      
Measurement input   0.715  
Measurement Input, Risk Free Interest Rate [Member] | Redemption Liability [Member]      
Measurement input   0.0486  
Measurement Input, Share Price [Member] | Redemption Liability [Member]      
Measurement input   2.64  
Measurement Input, Conversion Price [Member] | Redemption Liability [Member]      
Measurement input   2.54  
PC1 Note Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]      
Warrants, measurement input 0 0 0
PC1 Note Warrants [Member] | Measurement Input, Price Volatility [Member]      
Warrants, measurement input 0.711 0.715 0.8888
PC1 Note Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]      
Warrants, measurement input 0.0443 0.0486 0.0302
PC1 Note Warrants [Member] | Measurement Input, Share Price [Member]      
Warrants, measurement input 4.39 2.64 5.33
PC1 Note Warrants [Member] | Measurement Input, Exercise Price [Member]      
Warrants, measurement input 3 2.64 5.22
v3.24.0.1
Note 9 - Senior Secured Revolving Line of Credit (Details Textual) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 08, 2023
Jul. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Jul. 31, 2023
Jun. 02, 2021
Promissory Note [Member]                
Debt Instrument, Face Amount               $ 7,000,000
Revolving Credit Facility [Member]                
Line of Credit Facility, Maximum Borrowing Capacity               $ 7,000,000
Debt Instrument, Interest Rate, Stated Percentage   2.50%            
Line of Credit Facility, Interest Rate at Period End   11.00%            
Long-Term Line of Credit     $ 7,000,000   $ 7,000,000      
Interest Expense     $ 300,000 $ 200,000 $ 900,000 $ 600,000    
Debt Instrument, Covenant, Deposits Held $ 5,000,000           $ 8,000,000  
Revolving Credit Facility [Member] | Minimum [Member]                
Line of Credit Facility, Interest Rate at Period End 7.00%              
Revolving Credit Facility [Member] | Prime Rate [Member]                
Debt Instrument, Basis Spread on Variable Rate 2.50% 2.50%            
v3.24.0.1
Note 10 - Related Party Transactions (Details Textual) - shares
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 08, 2023
Jul. 31, 2023
Apr. 30, 2023
Feb. 28, 2023
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2023
Mar. 31, 2023
Preferred Stock, Shares Outstanding (in shares)         18,604     18,604 16,177
Common Stock, Shares, Outstanding (in shares)         91,625,688     91,625,688 89,632,161
PodcastOne [Member]                  
Common Stock, Shares, Outstanding (in shares) 15,672,186                
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 1,100,000                
Chief Executive Officer [Member] | Preferred Stock Dividend [Member]                  
Stock Issued During Period, Shares, Issued for Services (in shares) 147,044                
Series A Preferred Stock [Member]                  
Preferred Stock Dividends, Shares (in shares)               2,427  
Series A Preferred Stock [Member] | Trinad Capital [Member]                  
Preferred Stock, Shares Outstanding (in shares)       6,177          
Preferred Stock Dividends, Shares (in shares)   192 116            
Preferred Stock [Member]                  
Preferred Stock Dividends, Shares (in shares)         1,374 1,053      
Stock Issued During Period, Shares, Issued for Services (in shares)         0 0 0    
Preferred Stock [Member] | Series A Preferred Stock [Member] | Trinad Capital [Member]                  
Conversion of Stock, Shares Converted (in shares)       6,177          
Common Stock [Member]                  
Preferred Stock Dividends, Shares (in shares)         0 0      
Stock Issued During Period, Shares, Issued for Services (in shares)         30,426 311,773 425,988    
Common Stock [Member] | Trinad Capital [Member]                  
Conversion of Stock, Shares Converted (in shares)       200,000          
v3.24.0.1
Note 11 - Leases (Details Textual)
$ in Millions
 3 Months Ended 9 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
May 01, 2023
Dec. 22, 2020
ft²
Lessee, Operating Lease, Term of Contract (Year)         1 year  
Lessee, Operating Lease, Discount Rate 8.50%   8.50%      
Leases Under 12 Months [Member]            
Operating Lease, Expense $ 0.1 $ 0.1 $ 0.7 $ 0.2    
Leases Over 12 Months [Member]            
Operating Lease, Expense $ 0.2 $ 0.2 $ 0.7 $ 0.2    
Addison, Illinois Manufacturing Facility [Member]            
Area of Real Estate Property (Square Foot) | ft²           55,120
v3.24.0.1
Note 11 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Fixed rent cost $ 615 $ 373  
Short term lease cost 88 46  
Total operating lease cost 703 $ 419  
Operating lease right-of-use assets 175   $ 423
Lease liabilities, current 181   273
Operating lease liability, noncurrent 0   161
Total operating lease liabilities $ 181   $ 434
v3.24.0.1
Note 11 - Leases - Maturity of Lease Liability (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
2024 (remaining three months) $ 65  
2025 140  
Total lease payments 205  
Less: imputed interest (24)  
Present value of operating lease liabilities $ 181 $ 434
v3.24.0.1
Note 12 - Other Long-Term Liabilities (Details Textual) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Accrued Royalties $ 4,767 $ 3,788
Other Liabilities, Noncurrent 7,406 $ 9,578
Sound Exchange Settlement [Member]    
Other Liabilities, Noncurrent 2,600  
Reclassification of Accrued Royalties to Long Term [Member]    
Accrued Royalties $ 4,800  
v3.24.0.1
Note 12 - Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Contingent consideration from Gramophone acquisition $ 0 $ 174
Accrued Royalties 4,767 3,788
Accrued legal 2,619 5,616
Other long-term liabilities 20 0
Total other long-term liabilities $ 7,406 $ 9,578
v3.24.0.1
Note 13 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 04, 2022
Nov. 22, 2018
May 05, 2017
May 31, 2023
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2025
Mar. 31, 2022
Jun. 29, 2018
Apr. 10, 2018
Stock Issued During Period, Value, Settlement of Accrued Expenses         $ 945 $ 0 $ 945        
Prepaid Royalties           100          
Employee Retention Credit [Member]                      
Tax Credit Carryforward, Amount                 $ 2,000    
Income Tax Credits and Adjustments           1,000 $ 0        
Schnaier Versus LiveXTickets, Inc. [Member]                      
Loss Contingency, Damages Sought, Value     $ 10,000                
Gain (Loss) Related to Litigation Settlement   $ 150   $ 230              
Statutory Interest Rate   9.00%               9.00%  
Wantickets [Member] | Danco Enterprises, LLC [Member]                      
Equity Method Investment, Ownership Percentage                     90.00%
Chief Executive Officer [Member]                      
Salaries Forgiven for Shares Annually           500          
Agreements With Content Providers [Member]                      
Other Commitment, to be Paid, Remainder of Fiscal Year           3,800          
Other Commitment, to be Paid, Year One           1,200          
Other Commitment, to be Paid, Year Two           500          
Other Commitment, to be Paid, Year Three           100          
Settlement Agreement with A Certain Music Partner [Member]                      
Stock Issued During Period, Shares, Settlement of Accrued Expenses (in shares) 800,000                    
Increase (Decrease) in Accounts Payable $ 400                    
Stock Issued During Period, Value, Settlement of Accrued Expenses $ 1,000                    
Settlement Agreement with A Certain Music Partner [Member] | Forecast [Member]                      
Stock Issued During Period, Shares, Settlement of Accrued Expenses (in shares)               200,000      
Employment Agreement With Two Executive Officers [Member]                      
Salary and Wage, Officer, Excluding Cost of Good and Service Sold           700          
Officers Bonuses           700          
Severance Costs           $ 10,500          
v3.24.0.1
Note 14 - Employee Benefit Plan (Details Textual)
 9 Months Ended
Dec. 31, 2023
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent 5.00%
Maximum [Member]  
Defined Contribution Plan, Employer Matching Contribution, Percent of Match 100.00%
v3.24.0.1
Note 15 - Stockholders' Deficit (Details Textual) - USD ($)
 3 Months Ended 4 Months Ended 9 Months Ended
Sep. 08, 2023
Sep. 17, 2020
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Dec. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Dec. 15, 2022
Dec. 01, 2022
Dec. 31, 2020
Mar. 31, 2016
Stock Authorized (in shares)     510,000,000           510,000,000 510,000,000            
Common Stock, Shares Authorized (in shares)     500,000,000           500,000,000 500,000,000   500,000,000        
Common Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.001           $ 0.001 $ 0.001   $ 0.001        
Preferred Stock, Shares Authorized (in shares)     10,000,000           10,000,000 10,000,000   10,000,000        
Preferred Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.001           $ 0.001 $ 0.001   $ 0.001        
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares)                             2,000,000  
Stock Repurchase Program, Increase in Authorized Amount                           $ 2,000,000    
Treasury Stock, Shares, Acquired (in shares)                   1,101,498 2,000,000          
Treasury Stock, Value, Acquired, Cost Method     $ 113,000 $ 575,000 $ 1,013,000   $ 941,000 $ 997,000   $ 1,700,000 $ 1,900,000          
Temporary Equity, Carrying Amount, Attributable to Parent     4,933,000           $ 4,933,000 4,933,000   $ 4,827,000        
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net                   (4,132,000) 732,000          
Preferred Stock, Value, Issued     18,604,000           18,604,000 $ 18,604,000   16,177,000        
Stock Issued to Noncontrolling Owners (in shares) 4,300,000                 3,200,000            
Noncontrolling Interest, Increase from Sale of Parent Equity Interest $ 1,500,000               2,500,000              
Warrants Issued in Podcastone Common Stock and Reclassified to Equity [Member]                                
Warrants and Rights Outstanding     $ 5,900,000           $ 5,900,000 $ 5,900,000            
PodcastOne [Member]                                
Subsidiary, Ownership Percentage, Noncontrolling Owner 21.64%   26.50%           26.50% 26.50%            
The 2016 Equity Incentive Plan [Member]                                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)   17,600,000                           12,600,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares)   5,000,000                            
Share-Based Payment Arrangement, Expense     $ 2,300,000     $ 400,000       $ 5,800,000 $ 2,500,000          
Share-Based Payment Arrangement, Expense, Tax Benefit     0     $ 0                    
Podcastone 2022 Equity Plan [Member]                                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)                         2,000,000      
Share-Based Payment Arrangement, Expense                   $ 1,700,000            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)                   779,060            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)                   $ 4.39            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)                   0            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 1,400,000           $ 1,400,000 $ 1,400,000            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)                   1 year 1 month 20 days            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)                   0            
Series A Preferred Stock [Member]                                
Preferred Stock, Convertible, Conversion Price (in dollars per share)     $ 2.1           $ 2.1 $ 2.1            
Preferred Stock, Dividend Rate, Percentage                   12.00%            
Preferred Stock, Maximum Redemption Amount     $ 5,000,000           $ 5,000,000 $ 5,000,000            
Proceeds from Issuance of Mandatory Redeemable Capital Securities                   $ 20,000,000            
Accelerated Share Repurchases, Final Price Paid Per Share (in dollars per share)                   $ 2.25            
Shares Issued in Event of a Breach (in shares)     56,473           56,473 56,473            
Temporary Equity, Carrying Amount, Attributable to Parent     $ 5,000,000           $ 5,000,000 $ 5,000,000            
Embedded Derivative, Fair Value of Embedded Derivative Liability     200,000           200,000 200,000            
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net     (200,000)             100,000            
Derivative, Fair Value, Net     300,000           300,000 300,000   $ 400,000        
Preferred Stock, Value, Issued     $ 16,200,000           $ 16,200,000 $ 16,200,000            
Preferred Stock Dividends, Shares (in shares)                   2,427            
v3.24.0.1
Note 16 - Business Segments and Geographic Reporting (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Revenue from Contract with Customer, Excluding Assessed Tax $ 31,245 $ 27,309 $ 87,541 $ 74,063  
PodastOne Segment [Member]          
Assets, Noncurrent 300   300    
Slacker Segment [Member]          
Assets, Noncurrent 2,800   2,800    
Media Operations [Member]          
Assets, Noncurrent 600   600    
Original Equipment Manufacturer OEM [Member]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 15,500 $ 11,400 $ 43,600 $ 32,100  
Original Equipment Manufacturer OEM [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Concentration Risk, Percentage     33.00%   24.00%
v3.24.0.1
Note 16 - Business Segments and Geographic Reporting - Results of Operations by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Revenue $ 31,245 $ 27,309 $ 87,541 $ 74,063
Net loss (2,224) (2,548) (10,666) (4,609)
Operating Segments [Member] | PodcastOne [Member]        
Revenue 10,442 8,589 31,595 25,802
Net loss (2,600) (2,078) (13,683) (3,016)
Operating Segments [Member] | Slacker [Member]        
Revenue 16,838 13,363 48,331 38,137
Net loss 5,127 6,837 7,377 10,349
Operating Segments [Member] | Media Operations [Member]        
Revenue 3,965 5,357 7,615 10,124
Net loss (3,148) (5,154) 136 (5,297)
Corporate, Non-Segment [Member]        
Revenue 0 0 0 0
Net loss $ (1,603) $ (2,153) $ (4,496) $ (6,645)
v3.24.0.1
Note 17 - Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
Assets, fair value $ 124 $ 140
Liabilities, fair value 279 3,698
Contingent Liabilities [Member]    
Liabilities, fair value   174
Warrant Liability [Member]    
Liabilities, fair value   1,860
Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value 279 376
Derivative Financial Instruments, Liabilities [Member] | PC1 Notes [Member]    
Liabilities, fair value   1,288
Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 124 140
Liabilities, fair value 0 0
Fair Value, Inputs, Level 1 [Member] | Contingent Liabilities [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value 0 0
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | PC1 Notes [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 0 0
Liabilities, fair value 0 0
Fair Value, Inputs, Level 2 [Member] | Contingent Liabilities [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value 0 0
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | PC1 Notes [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 3 [Member]    
Assets, fair value 0 0
Liabilities, fair value 279 3,698
Fair Value, Inputs, Level 3 [Member] | Contingent Liabilities [Member]    
Liabilities, fair value   174
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member]    
Liabilities, fair value   1,860
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value 279 376
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | PC1 Notes [Member]    
Liabilities, fair value   1,288
Prepaid Expenses [Member]    
Assets, fair value 124 140
Prepaid Expenses [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 124 140
Prepaid Expenses [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 0 0
Prepaid Expenses [Member] | Fair Value, Inputs, Level 3 [Member]    
Assets, fair value $ 0 $ 0
v3.24.0.1
Note 17 - Fair Value Measurements - Reconciliation of Financial Liabilities Measured at Level 3 (Details) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Conversion of warrant liability to non-controlling interest $ (5,896) $ 0
Change in fair value of contingent consideration liabilities, reported in earnings 174 $ (2,220)
Fair Value, Recurring [Member]    
Balance 3,698  
Balance 279  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Balance 3,698  
Change in fair value of bifurcated embedded derivatives, reported in earnings 4,132  
Conversion of embedded derivatives to equity (1,481)  
Conversion of warrant liability to non-controlling interest (5,896)  
Change in fair value of contingent consideration liabilities, reported in earnings (174)  
Balance $ 279  
v3.24.0.1
Note 17 - Fair Value Measurements - Schedule of Assets and Liabilities on Nonrecurring Basis (Details) - Borrowings [Member] - PC1 Notes [Member] - USD ($)
$ in Thousands
Dec. 31, 2023
Mar. 31, 2023
PodcastOne bridge loan $ 0 $ 4,726
Fair Value, Inputs, Level 1 [Member]    
PodcastOne bridge loan 0 0
Fair Value, Inputs, Level 2 [Member]    
PodcastOne bridge loan 0 0
Fair Value, Inputs, Level 3 [Member]    
PodcastOne bridge loan $ 0 $ 4,726