LIVEONE, INC., 10-Q filed on 2/14/2025
Quarterly Report
v3.25.0.1
Document And Entity Information - shares
 9 Months Ended
Dec. 31, 2024
Feb. 11, 2025
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 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
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, $0.001 par value per share  
Trading Symbol LVO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   96,092,404
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Dec. 31, 2024
Mar. 31, 2024
Current Assets    
Cash and cash equivalents $ 10,854,000 $ 6,987,000
Restricted cash 30,000 155,000
Accounts receivable, net 8,783,000 13,205,000
Inventories 1,634,000 2,187,000
Prepaid expense and other current assets 1,478,000 1,801,000
Total Current Assets 22,779,000 24,335,000
Property and equipment, net 3,755,000 3,646,000
Goodwill 23,379,000 23,379,000
Intangible assets, net 6,192,000 12,415,000
Other assets 111,000 88,000
Total Assets 56,216,000 63,863,000
Liabilities, Current [Abstract]    
Accounts payable and accrued liabilities 24,940,000 26,953,000
Accrued royalties 8,353,000 10,862,000
Notes payable, current portion 689,000 692,000
Deferred revenue 2,616,000 728,000
Senior secured line of credit 4,250,000 7,000,000
Derivative liabilities 0 607,000
Total Current Liabilities 40,848,000 46,842,000
Notes payable, net 261,000 771,000
Other long-term liabilities 13,638,000 9,354,000
Deferred income taxes 339,000 339,000
Total Liabilities 55,086,000 57,306,000
Commitments and Contingencies
Mezzanine Equity    
Redeemable convertible preferred stock, $0.001 par value; 100,000 shares authorized; none and 5,000 shares issued and outstanding as of December 31, 2024 and March 31, 2024, respectively 0 4,962,000
Stockholders’ Equity (Deficit)    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 13,588 and 18,814 shares issued and outstanding as of December 31, 2024 and March 31, 2024, respectively 13,588,000 18,814,000
Common stock, $0.001 par value; 500,000,000 shares authorized; 95,668,756 and 88,627,420 shares issued and outstanding as of December 31, 2024 and March 31, 2024, net of treasury shares, respectively 96,000 92,000
Additional paid in capital 232,381,000 216,116,000
Treasury stock (250,000) (4,782,000)
Accumulated deficit (254,257,000) (238,984,000)
Total LiveOne's Stockholders’ Deficit (8,442,000) (8,744,000)
Non-controlling interest 9,572,000 10,339,000
Total equity 1,130,000 1,595,000
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) $ 56,216,000 $ 63,863,000
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Dec. 31, 2024
Mar. 31, 2024
Temporary equity, par value (in dollars per share) $ 0.001 $ 0.001
Temporary equity, authorized (in shares) 100,000 100,000
Temporary equity, issued (in shares) 0 5,000
Temporary equity, oustanding (in shares) 0 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) 13,588 18,814
Preferred stock, outstanding (in shares) 13,588 18,814
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 95,668,756 88,627,420
Common stock, shares outstanding (in shares) 95,668,756 88,627,420
v3.25.0.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Revenue: $ 29,445 $ 31,245 $ 95,117 $ 87,541
Operating expenses:        
Cost of sales 22,292 23,267 71,897 63,015
Sales and marketing 1,763 1,514 4,685 5,671
Product development 1,115 694 3,346 3,379
General and administrative 5,241 5,880 17,031 17,641
Impairment of intangible assets 3,807 115 3,983 115
Amortization of intangible assets 340 528 1,474 1,227
Total operating expenses 34,558 31,998 102,416 91,048
Loss from operations (5,113) (753) (7,299) (3,507)
Other income (expense):        
Interest expense, net (544) (1,279) (2,211) (3,477)
Other income (expense) 34 (207) 52 (3,639)
Total other expense, net (510) (1,486) (2,159) (7,116)
Loss before provision for income taxes (5,623) (2,239) (9,458) (10,623)
Provision for (benefit from) income taxes 15 (15) 55 43
Net loss (5,638) (2,224) (9,513) (10,666)
Net loss attributable to non-controlling interest (405) (650) (1,251) (997)
Net loss attributed to LiveOne $ (5,233) $ (1,574) $ (8,262) $ (9,669)
Net loss per share – basic and diluted (in dollars per share) $ (0.06) $ (0.03) $ (0.1) $ (0.13)
Basic and diluted weighted average number of shares outstanding (in shares) 95,501,753 87,882,364 94,858,531 87,477,623
v3.25.0.1
Condensed Consolidated Statement of Stockholders' Equity (Deficit) and Mezzanine Equity - USD ($)
$ in Thousands
Redeemable Convertible Preferred Stock 1 [Member]
Preferred Stock [Member]
Common Stock Outstanding [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, 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 income (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)
Treasury stock purchases (in shares)                 (1,101,498)
Treasury stock purchases                 $ (1,700)
Balance (in shares) at Dec. 31, 2023 15,000 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
Accretion on preferred stock                 106
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)
Balance (in shares) at Mar. 31, 2024 5,000 18,814 92,487,459         (3,860,039)  
Balance at Mar. 31, 2024 $ 4,962 $ 18,814   92 216,116 (238,984) 10,339 $ (4,782) 1,595
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
Issuance of PodcastOne common stock $ 0 $ 0   0 (2,410) 0 2,410 $ 0 0
Treasury stock purchases (in shares) 0 0 0         (315,429)  
Treasury stock purchases $ 0 $ 0   0 0 0 0 $ (575) (575)
Net income (loss) $ 0 $ 0   0 0 (7,580) (347) $ 0 (7,927)
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
Common stock issued for purchase on 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
Reclassifications 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
Dividends on Series A preferred stock 0 1,053   0 0 0 0 0 1,053
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)
Dividends on Series A preferred stock (in shares) 0 (1,374) 0         0  
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
Issuance of PodcastOne common stock $ 0 $ 0   0 (123) 0 123 $ 0 0
Treasury stock purchases (in shares) 0 0 0         (91,754)  
Treasury stock purchases $ 0 $ 0   0 0 0 0 $ (113) (113)
Net income (loss) $ 0 $ 0   0 0 (1,574) (650) $ 0 (2,224)
Dividends on Series A preferred stock (in shares) 0 1,374 0         0  
Balance (in shares) at Dec. 31, 2023 15,000 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
Dividends on Series A preferred stock 0 $ 1,374   0 0 0 0 $ 0 1,374
Accretion on preferred stock $ 106                
Balance (in shares) at Mar. 31, 2024 5,000 18,814 92,487,459         (3,860,039)  
Balance at Mar. 31, 2024 $ 4,962 $ 18,814   92 216,116 (238,984) 10,339 $ (4,782) 1,595
Stock-based compensation $ 0 $ 0   0 782 0 0 $ 0 782
Shares issued pursuant to restricted stock units (in shares) 0 0 161,498         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 (378) 0 $ 0 0
Dividends on Series A preferred stock (in shares)   (378,000)              
Dividends on Series A preferred stock   $ (378)              
Conversion of Series A preferred stock into common stock and common stock warrants (in shares) (5,000) (6,395) 5,426,233         0  
Conversion of Series A preferred stock into common stock and common stock warrants $ (4,962) $ (6,395)   5 11,668 (316) 0 $ 0 4,962
Common stock issued for services (in shares) 0 0 765,519         0  
Common stock issued for services $ 0 $ 0   1 1,576 0 0 $ 0 1,577
Issuance of PodcastOne common stock $ 0 $ 0   0 (468) 0 468 $ 0 0
Treasury stock purchases (in shares) 0 0 0         (402,593)  
Treasury stock purchases $ 0 $ 0   0 0 0 0 $ (749) (749)
Net income (loss) $ 0 $ 0   0 0 (1,169) (388) $ 0 (1,557)
Dividends on Series A preferred stock (in shares)   378,000              
Balance (in shares) at Jun. 30, 2024 0 12,797 98,840,709         (4,262,632)  
Balance at Jun. 30, 2024 $ 0 $ 12,797   98 229,674 (240,847) 10,419 $ (5,531) 6,610
Balance (in shares) at Mar. 31, 2024 5,000 18,814 92,487,459         (3,860,039)  
Balance at Mar. 31, 2024 $ 4,962 $ 18,814   92 216,116 (238,984) 10,339 $ (4,782) $ 1,595
Treasury stock purchases (in shares)                 (558,247)
Treasury stock purchases                 $ (1,000)
Balance (in shares) at Dec. 31, 2024 0 13,588 95,824,410         (155,654)  
Balance at Dec. 31, 2024 $ 0 $ 13,588   96 232,381 (254,257) 9,572 $ (250) 1,130
Accretion on preferred stock                 0
Balance (in shares) at Jun. 30, 2024 0 12,797 98,840,709         (4,262,632)  
Balance at Jun. 30, 2024 $ 0 $ 12,797   98 229,674 (240,847) 10,419 $ (5,531) 6,610
Stock-based compensation $ 0 $ 0   0 1,573 0 1,573
Shares issued pursuant to restricted stock units (in shares) 0 0 475,730          
Shares issued pursuant to restricted stock units $ 0 $ 0   1 0 0 1
Dividends on Series A preferred stock $ 0     0 0 (390) 0
Dividends on Series A preferred stock (in shares)   (390)              
Dividends on Series A preferred stock   $ (390)              
Common stock issued for services (in shares) 0 0 59,270          
Common stock issued for services $ 0 $ 0   0 231 0 231
Treasury stock purchases (in shares) 0 0 0         (155,654)  
Treasury stock purchases $ 0 $ 0   0 0 0 $ (250) (250)
Net income (loss) $ 0 $ 0   0 0 (1,859) (458) (2,317)
Dividends on Series A preferred stock (in shares)   390              
Treasury stock retirement (in shares) 0 0 4,262,632         (4,262,632)  
Treasury stock retirement $ 0 $ 0   4 0 5,527 $ (5,531) 0
Treasury stock retirement (in shares) (0) 0 (4,262,632)         4,262,632  
Treasury stock retirement $ 0 $ 0   (4) 0 (5,527) $ 5,531 0
Issuance of PC1 common stock 0   545 0   0
Issuance of PC1 common stock 0   545 0   0
Issuance of PC1 common stock $ 0   (545) 0   0
Issuance of PC1 common stock             545    
Issuance of PodcastOne common stock             (545)    
Balance (in shares) at Sep. 30, 2024 0 13,187 95,113,077         (155,654)  
Balance at Sep. 30, 2024 $ 0 $ 13,187   95 230,933 (248,623) 10,506 $ (250) 5,848
Stock-based compensation $ 0 $ 0   0 771 0 0 $ 0 771
Shares issued pursuant to restricted stock units (in shares) 0 0 655,662         0  
Shares issued pursuant to restricted stock units $ 0 $ 0   1 0 0 0 $ 0 1
Dividends on Series A preferred stock $ 0     0 0 (401) 0 $ 0 0
Dividends on Series A preferred stock (in shares)   (401)              
Dividends on Series A preferred stock   $ (401)              
Common stock issued for services (in shares) 0 0 55,671         0  
Common stock issued for services $ 0 $ 0   0 148 0 0 $ 0 148
Issuance of PodcastOne common stock 0 0   0 529 0   0 0
Net income (loss) $ 0 $ 0   0 0 (5,233) (405) $ 0 (5,638)
Dividends on Series A preferred stock (in shares)   401              
Issuance of PC1 common stock             529    
Issuance of PodcastOne common stock             (529)    
Balance (in shares) at Dec. 31, 2024 0 13,588 95,824,410         (155,654)  
Balance at Dec. 31, 2024 $ 0 $ 13,588   $ 96 $ 232,381 $ (254,257) $ 9,572 $ (250) $ 1,130
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities:    
Net loss $ (9,513) $ (10,666)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 3,965 3,668
Interest paid in kind 0 269
Stock-based compensation 4,508 5,419
Amortization of debt discount 0 1,110
Change in fair value of bifurcated embedded derivatives (607) 4,132
Change in fair value of contingent consideration liability 0 174
Accretion on preferred stock 0 106
(Recovery of) provision for credit loss 73 509
Impairment of fixed assets 0 2
Impairment of intangible assets 3,983 115
Changes in operating assets and liabilities:    
Accounts receivable 4,348 (2,908)
Prepaid expenses and other current assets 709 1,312
Inventories 167 504
Other assets (23) 255
Deferred revenue 1,888 (204)
Accounts payable and accrued liabilities (554) (275)
Accrued royalties 1,248 3,606
Other liabilities 446 (3,324)
Net cash provided by (used in) operating activities 10,638 3,804
Cash Flows from Investing Activities:    
Purchases of property and equipment (2,128) (2,092)
Purchases of intangible assets 0 (688)
Net cash used in investing activities (2,128) (2,780)
Cash Flows from Financing Activities:    
Payment on PodcastOne bridge loan 0 (3,000)
Payment of dividends (509) 0
Proceeds from (Repayments of) Notes Payable (510) (227)
Repayment on line of credit (2,750) 0
Proceeds from notes payable 0 1,700
Proceeds from exercise of stock options 0 8
Purchase of treasury stock (999) (1,701)
Net cash used in financing activities (4,768) (3,220)
Net change in cash, cash equivalents and restricted cash 3,742 (2,196)
Cash, cash equivalents and restricted cash, beginning of period 7,142 8,649
Cash, cash equivalents and restricted cash, end of period 10,884 6,453
Supplemental disclosure of cash flow information:    
Cash paid for income taxes 0 37
Cash paid for interest 1,276 869
Supplemental disclosure of non-cash investing and financing activities:    
Common stock issued for prepaid expenses 0 422
Conversion of the bridge loan into PodcastOne common stock 0 4,752
Conversion of Series A preferred stock into common stock 0 2,427
Accrual of dividends 0 2,016
PodcastOne warrants reclassified from liabilities to non-controlling interest 0 5,896
Fair value of shares issued to settle accrued stock to be issued at period end 220 0
Fair value of shares received of PodcastOne common stock to settle payables owed 484 0
Purchase of intangible assets accrued for at period end 766 737
Addition of ROU assets 119 0
Purchase of intangible assets with common stock 0 917
Stock compensation expense capitalized as internally-developed software 290 655
Conversion of Series A Preferred Stock into Common Stock [Member]    
Supplemental disclosure of non-cash investing and financing activities:    
Conversion of Series A preferred stock into common stock $ 11,357 $ 0
v3.25.0.1
Note 1 - Organization and Basis of Presentation
 9 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 — Organization and Basis of Presentation

 

Organization

 

LiveOne, 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 February 28, 2023, the Company acquired a majority interest in Splitmind LLC and Drumify LLC. On September 8, 2023, PodcastOne completed a Qualified Event (as defined below) (its spin out from the Company to become a standalone publicly trading company) as a result of its direct listing on The NASDAQ Capital Market on such date (the "Direct Listing"). As of the date of this Quarterly Report, PodcastOne continues to be a majority owned subsidiary of the Company.

 

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, 2024, 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, 2024. The results for the three and nine months ended December 31, 2024 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2025 (“fiscal 2025”). The condensed consolidated balance sheet as of March 31, 2024 has been derived from the Company’s audited balance sheet included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024 (the “2024 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 2024 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 $10.9 million as of December 31, 2024). 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 $9.5 million for the nine months ended December 31, 2024, and provided cash of $10.6 million in operating activities for the nine months ended December 31, 2024 and had a working capital deficiency of $18.1 million as of December 31, 2024. 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 “Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022. Under the 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 Shelf S-3 will expire on February 17, 2025, subject to an extended period during which the Company may continue utilize the Shelf S-3 as permitted by applicable SEC rules. The Company filed a new universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC on February 13, 2025, which has not yet been declared effective by the SEC as of the date of this Quarterly Report. Under the New Shelf S-3, the Company will have the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments. In May 2024, the Company entered into a Sales Agreement with Roth Capital Partners, LLC ("Roth Capital"), pursuant to which the Company  may, while the Shelf S-3 continues to be effective (or during the Extended Period) or if the New Shelf S-3 is declared effective by the SEC, offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth Capital acting as the Company's sales agent. As of the filing of this Quarterly Report, we have not sold any shares under such agreement. 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.

 
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies
 9 Months Ended
Dec. 31, 2024
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 2024 Form 10-K, other than those included below.

  

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. 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.

 

Segment Reporting

 

The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across its three operating segments.

 

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 ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis. Services received are charged to expense in the same manner.  Barter revenue for the three months ended  December 31, 2024 and 2023 was $6.0 million and $3.1 million, respectively. Barter revenue for the nine months ended December 31, 2024 and 2023 was $18.0 million and $10.7 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. We report our licensing revenue on a gross basis as we act as the principal in the underlying transactions.

 

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, 2024 and 2023 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 pay-per-view ("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, 2024 and 2023, the Company had 2,251,667 and 2,266,667 options outstanding, respectively, 1,726,237 and 1,890,635 restricted stock units outstanding, respectively, and 4,949,399 and 3,114,001 common stock warrants, respectively, that are excluded from the calculation of diluted earnings per share as their effect is anti-dilutive.

 

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, 2024  

December 31, 2023

  December 31, 2024  

December 31, 2023

 

Net loss attributed to LiveOne

 $(5,233) $(1,574) $(8,262) $(9,669)

Deemed dividends upon redemption of Series A preferred stock

  -   -   (316)  - 

Dividends on Series A preferred stock

  (401)  (762)  (1,169)  (2,016)

Net loss attributed to LiveOne

 $(5,634) $(2,336) $(9,747) $(11,685)

Basic and diluted weighted average number of shares outstanding

  95,501,753   87,882,364   94,858,531   87,477,623 

Net loss per share – basic and diluted

 $(0.06) $(0.03) $(0.10) $(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 periods ended December 31, 2024 and March 31, 2024 (in thousands):

 

  

December 31, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $10,854  $6,987 

Restricted cash

  30   155 

Total cash and cash equivalents and restricted cash

 $10,884  $7,142 

 

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, 2024 and March 31, 2024, the Company had restricted cash of $30,000 and $0.2 million, respectively.

 

Allowance for Credit Losses

 

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, 2024, the Company had one customer that made up 10% of the total accounts receivable balance. At December 31, 2023, the Company had one customer that made up 29% of the total accounts receivable balance. 

 

The Company’s accounts receivable at December 31, 2024 and March 31, 2024 is as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $9,912  $14,260 

Less: Allowance for credit losses

  (1,129)  (1,055)

Accounts receivable, net

 $8,783  $13,205 

 

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.

 

Goodwill and Indefinite-Lived Assets

 

Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is carried at cost. Acquired trademarks and trade names are assessed as indefinite lived assets if there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are not amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. Estimations and assumptions regarding future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used. We perform our annual impairment testing at January 1 of each year.

 

Our annual goodwill impairment test is performed at the reporting unit level. As of March 31, 2024 and December 31, 2024, our reporting units are the same as our three operating segments. We generally test goodwill for possible impairment by first performing a qualitative assessment to determine whether any triggering events have occurred during the quarter that indicate that it is more likely than not that the fair value of a reporting units are less than its carrying value. If a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting units are determined using an income approach based on a discounted cash flow model. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Due to change in terms of our agreement with our largest OEM customer, we determined that a triggering event had occurred within the Slacker reporting unit. Based on the discounted cash flows calculated for the Audio Group - Slacker operations reporting unit being greater than the net assets of the reporting unit, no impairments of goodwill were identified in the nine months ended December 31, 2024 and 2023. We concluded that there was no impairment for the nine months ended December 31, 2024 based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could affect the significant inputs used to determine the fair value of goodwill for determining whether it is more likely than not that goodwill is impaired. We prepared our estimate of the fair value of goodwill using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess goodwill for potential impairment in future periods as more information on the inputs becomes available. At December 31, 2024, the amount of goodwill allocated to reporting units with negative net assets was as follows: Slacker, $12.9 million.

 

We test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is not performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Due to change in terms of our agreement with our largest OEM customer, we determined that a triggering event had occurred within the reporting unit. Based on the discounted cash flows calculated for the Audio Group - Slacker operations reporting unit being less than the carrying value of the trademarks and trade names, an impairment of acquired trademarks and trade names were identified in the nine months ended December 31, 2024. We concluded that there was an impairment of $3.8 million for the three and nine months ended December 31, 2024 based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could indicate that the carrying value of the indefinite-lived assets is not recoverable and that that could affect the significant inputs used to determine the fair value of the indefinite-lived assets for determining whether it is more likely than not that the indefinite-lived assets are impaired. We prepared our estimate of the fair value of the indefinite-lived assets using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess the indefinite-lived assets for potential impairment in future periods as more information on the inputs becomes available. There was no impairment on our acquired trademarks and tradenames for the three and nine months ended December 31, 2023.

 

Intangible Assets with Finite Useful Lives

 

The Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements resulting from business combinations. Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which are generally as follows: Intellectual Property (15 years), Customer, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 years).

 

The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. In our assessment for potential impairment we identified triggering events due to the events resulting from the change in terms with our largest OEM customer. We performed a quantitative assessment using the guidance in ASC 360 and we concluded that there was an impairment of none and $0.1 million for the three months ended  December 31, 2024 and 2023, respectively, based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could indicate that the carrying value of the long-lived assets is not recoverable and that could affect the significant inputs used to determine the fair value of the long-lived assets. We prepared our estimate of the fair value of the long-lived assets using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess the long-lived assets for potential impairment in future periods as more information on the inputs becomes available. We recorded an impairment of $0.2 million and $0.1 million for the nine months ended December 31, 2024 and 2023, respectively. 

 

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 November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. The Company adopted ASU 2023-07 on April 1, 2024 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 beginning in the first quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method. 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.

 
v3.25.0.1
Note 3 - Revenue
 9 Months Ended
Dec. 31, 2024
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 months ended  December 31, 2024 and 2023 (in thousands):

 

  

Three Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2024

  

2023

  

2024

  

2023

 

Revenue

                

Membership Services

 $14,292  $16,858  $52,618  $48,498 

Advertising

  12,851   10,592   38,234   32,108 

Merchandising

  2,302   3,795   4,265   6,794 

Sponsorship and Licensing

  -   -   -   126 

Ticket/Event

  -   -   -   15 

Total Revenue

 $29,445  $31,245  $95,117  $87,541 

 

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, 2024 and 2023, one customer accounted for 46% and 49% of the Company’s consolidated revenues, respectively. For the nine months ended December 31, 2024 and 2023, one customer accounted for 52% and 52% of the Company’s consolidated revenues, respectively. 

 

The following table summarizes the significant changes in the deferred revenue balances during the three months ended December 31, 2024 (in thousands):

 

  

Deferred

 
  

Revenue

 

Balance as of March 31, 2024

 $728 

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

  (303)

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

  2,191 

Balance as of December 31, 2024

 $2,616 

  
v3.25.0.1
Note 4 - Property and Equipment
 9 Months Ended
Dec. 31, 2024
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, 2024 and  March 31, 2024 was as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2024

  

2024

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $3,363  $6,564 

Furniture and fixtures

  564   556 

Leasehold improvements

  597   597 

Capitalized internally developed software

  20,592   18,109 

Total property and equipment

  25,116   25,826 

Less accumulated depreciation and amortization

  (21,360)  (22,180)

Total property and equipment, net

 $3,755  $3,646 

 

Depreciation expense was $0.8 million and $0.9 million for the three months ended December 31, 2024 and 2023, respectively. Depreciation expense was $2.5 million and $2.4 million for the nine months ended December 31, 2024 and 2023, respectively. During the nine months ended December 31, 2024 the Company disposed of $3.3 million of equipment with a corresponding write-off to accumulated depreciation.

 
v3.25.0.1
Note 5 - Goodwill and Intangible Assets
 9 Months Ended
Dec. 31, 2024
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, 2024 (in thousands):

 

  

Goodwill

 

Balance as of March 31, 2024

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2024

 $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 that are only in the Company’s Slacker operating segment for the three months ended December 31, 2024 (in thousands):

 

  

Tradenames

 

Balance as of March 31, 2024

 $4,637 

Acquisitions

  - 

Impairment losses

  (3,807)

Balance as of December 31, 2024

 $830 

 

 The Company recorded an impairment charge of $3.8 million and none for the three and nine months ended December 31, 2024 and 2023, respectively. The impairment for the nine months ended December 31, 2024 was the result of the decrease in expected revenues within the Company's Slacker division.

 

Finite-Lived Intangible Assets

 

The Company’s finite-lived intangible assets were as follows as of December 31, 2024 (in thousands):

 

  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,504   2,862 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,229   2,411   818 

Domain names

  523   227   296 

Brand and trade names

  1,071   515   556 

Customer list

  2,673   1,843   830 

Total

 $38,713  $33,351  $5,362 

 

The Company’s finite-lived intangible assets were as follows as of  March 31, 2024 (in thousands):

 

  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,236   3,130 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  4,082   1,568   2,514 

Domain names

  523   190   333 

Brand and trade names

  1,071   439   632 

Customer list

  2,673   1,504   1,169 

Total

 $39,566  $31,788  $7,778 

 

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, customer relationships, domain names, brand and 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 $0.3 million and $0.5 million for the three months ended December 31, 2024 and 2023, respectively. The Company’s amortization expense on its finite-lived intangible assets was $1.5 million and $1.2 million for the nine months ended December 31, 2024 and 2023, respectively. The Company recorded an impairment charge attributed to finite-lived intangibles of $0.2 million and $0.1 million for the three and nine months ended December 31, 2024 and 2023, respectively. The impairment for the nine months ended December 31, 2024 was the result of the winding down of a podcast show acquired by PodcastOne. The impairment for the three and nine 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.

 

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, 2024 and March 31, 2024, the Company has capitalized $2.6 million of payments made to such third party. $2.6 million capitalized of payments made to such third party was paid with PodcastOne common stock at a price of $8.00 per share. During the three months ended December 31, 2024, the Company made an adjustment of $0.5 million to accrued common stock and content creator relationships to account for the settlement of the finder's fee agreement attributed to multiple third party platforms.

 

The Company expects to record amortization of intangible assets for fiscal years ending March 31, 2025 and future fiscal years as follows (in thousands):

 

For Years Ending March 31,

    

2025 (remaining three months)

 $465 

2026

  1,762 

2027

  1,023 

2028

  508 

2029

  508 

Thereafter

  1,096 
  $5,362 

  
v3.25.0.1
Note 6 - Accounts Payable and Accrued Liabilities
 9 Months Ended
Dec. 31, 2024
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, 2024 and March 31, 2024 were as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accounts payable

 $14,338  $15,154 

Accrued liabilities

  10,597   11,708 

Lease liabilities, current

  5   91 
  $24,940  $26,953 

 
v3.25.0.1
Note 7 - Notes Payable
 9 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Notes Payable [Text Block]

Note 7 — Notes Payable

 

Notes payable at December 31, 2024 and March 31, 2024 were as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2024

  

2024

 

SBA loan

 $157  $160 

Capchase loan

  793   1,303 
   950   1,463 

Less: Current portion of Notes payable

  (689)  (692)

Notes payable

 $261  $771 

 

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. There are no covenants associated with the SBA loan.

 

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. As of December 31, 2024, the Company was in compliance with covenants under the Capchase agreement.

 

Maturities of notes payables as of December 31, 2024 were as follows (in thousands):

  

For Years Ending March 31,

    

2025 (remaining three months)

 $179 

2026

  627 

2027

  4 

2028

  4 

2029

  4 

Thereafter

  132 

Total

 $950 

 
v3.25.0.1
Note 8 - PodcastOne Bridge Loan
 9 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 8 — PodcastOne Bridge Loan

 

PodcastOne’s Private Placement

 

On July 15, 2022, 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 July 15, 2022, 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 PodcastOne 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 have been 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 PodcastOne 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, PodcastOne 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”).

 

PodcastOne 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 PodcastOne did not file such registration statement on or prior to April 15, 2023, PodcastOne 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 PodcastOne did not file such registration statement on or prior to July 15, 2023, PodcastOne 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”). PodcastOne 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, PodcastOne 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 the Direct Listing. 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 of PodcastOne's common stock becoming publicly traded, the warrant liability was reclassified to equity as the number and exercise price of the warrants was settled at 3,114,001 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. As of December 31, 2024, 3,114,001 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: 

 

  

September 8,

 
  

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 notes were converted into common stock, therefore the derivative component was cancelled.  The $0.2 million change in the fair value of the Redemption Liability derivative as of December 31, 2023 was recorded as a loss and included in other income in the interim unaudited accompanying condensed consolidated statements of operations for the 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, 2024 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 were no restrictive operational covenants associated with the PC1 Bridge Loan.

 

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

 
v3.25.0.1
Note 9 - Senior Secured Line of Credit
 9 Months Ended
Dec. 31, 2024
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 "Original Business Loan Agreement") with East West Bank (the “Senior Lender”), which provided for a revolving credit facility collateralized by all of the assets of the Company and its subsidiaries. In connection with the Original Business Loan Agreement, the Company issued a promissory note, dated as of June 2, 2021, to the Senior Lender in the principal amount of $7,000.000 (the "Promissory Note") 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, 2024 was 10.00%.

 

The principal balance under the Revolving Credit Facility as of December 31, 2024 was $4.3 million. The Company recorded interest expense of $0.4 million and $0.3 million for the three months ended December 31, 2024 and 2023, respectively. The Company recorded interest expense of $0.9 million and $0.9 million for the three months ended December 31, 2024 and 2023, respectively. As of December 31, 2024 the Company was in compliance with covenants under the Revolving Credit Facility.

 

On September 8, 2023 and effective as of August 22, 2023, the Company entered into a new Business Loan Agreement (the “2023 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 continued to be collateralized by a first lien on all of the assets of the Company and its subsidiaries (the “ABL Credit Facility”). The 2023 Business Loan Agreement provided the Company with borrowing capacity of up to the Borrowing Base (as defined in the 2023 Business Loan Agreement). Pursuant to the 2023 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.

 

On  May 31, 2024, the Company was granted an extension of 90 days on the maturity date, therefore the Revolving Credit Facility was scheduled to mature in  September 2024. On November 1, 2024, the Company extended the maturity date of its promissory note issued to the Senior Lender, underlying the ABL Credit Facility, from September 15, 2024 to November 20, 2024 and the principal amount of the note was decreased to $6.0 million

 

On January 28, 2025, the Company entered into a new Business Loan Agreement (the “2025 Business Loan Agreement”) with the Senior Lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflecting the Company’s repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to November 20, 2025. Pursuant to the Change in Terms Agreement, dated as of January 28, 2025 (the “2025 Change in Terms Agreement”), entered into between the Company and the Senior Lender in connection with the 2025 Business Loan Agreement, the Company is agreed to repay the remaining outstanding principal amount of the Promissory Note in 9 equal monthly payments of $400,000 each beginning February 20, 2025, and the final 10th payment of $151,291.67 on November 20, 2025. Pursuant to the 2025 Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum cash deposit with the Senior Lender is maintained at $5,000,000. The ABL Credit Facility continues to be collateralized by a first lien on all of the assets of the Company and its subsidiaries.

.

Borrowings under the ABL Credit Facility are subject to certain covenants as set forth in the 2025 Business Loan Agreement and bear interest at a rate equal to the “Money Rate” column of The Wall Street Journal (Western Edition) as determined by the Senior Lender plus 2.50%, resulting in the initial rate of 10.00% and provided, that it shall not be less than 7.50%. The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The 2025 Business Loan Agreement includes customary events of default and 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. The occurrence of an event of default could result in the acceleration of all obligations of the Company to the Senior Lender with respect to indebtedness, whether under the 2025 Business Loan Agreement or otherwise. Other covenants include, but are not limited to, covenants limiting or restricting the Company’s ability to incur indebtedness, incur liens, enter into mergers or consolidations involving debt, dispose of assets, make loans and investments and pay dividends.

 

In connection with the 2025 Business Loan Agreement, the Promissory Note issued to the Senior Lender continues in effect except as modified by the 2025 Business Loan Agreement and the 2025 Change in Terms Agreement.

 

The principal balance under the ABL Credit Facility as of December 31, 2024 was $4.3 million, respectively. The Company was in compliance with all debt covenants associated with the ABL Credit Facility as of December 31, 2024.

  
v3.25.0.1
Note 10 - Related Party Transactions
 9 Months Ended
Dec. 31, 2024
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. 3,813 shares of Series A Preferred Stock was outstanding as of December 31, 2024. 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 March 31, 2024. 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.

 

During the nine months ended December 31, 2024 and the year ended  March 31, 2024, the Company received 765,880 and 159,333 shares of PodcastOne Common stock with a fair value of $1.5 million and $0.3 million, respectively, in exchange for amounts owed under a cost sharing arrangement between PodcastOne and the Company.

 

During the nine months ended December 31, 2024 and 2023, the Company issued or reserved 46,113 and 149,496 shares of common stock with a value of $0.1 million and $0.2 million to relatives of the CEO for services performed, respectively.

 
v3.25.0.1
Note 11 - Leases
 9 Months Ended
Dec. 31, 2024
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 one 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, which expired  June 30, 2024. During the three months ended December 31, 2024, CPS entered into a three year lease for office space in Palatine, Illinois.

 

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 and nine months ended December 31, 2024 and 2023, 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 $ 0.1 million and  $0.2 million for the three months ended December 31, 2024 and 2023, respectively. Rent expense for the nine months ended December 31, 2024 and 2023 was $0.4 million and $0.7 million, respectively.

 

Operating lease costs for the nine months ended December 31, 2024 and 2023 consisted of the following (in thousands):

 

  

Nine Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2024

  

2023

 

Fixed rent cost

 $378  $615 

Short term lease cost

  65   88 

Total operating lease cost

 $443  $703 

 

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

 

  

December 31,

  

March 31,

 

Operating leases

 

2024

  

2024

 

Operating lease right-of-use assets

 $111  $88 
         

Operating lease liability, current

 $5  $91 

Operating lease liability, noncurrent

  106   - 

Total operating lease liabilities

 $111  $91 

 

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.

 

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.

   
v3.25.0.1
Note 12 - Other Long-term Liabilities
 9 Months Ended
Dec. 31, 2024
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,

 
  

2024

  

2024

 

Accrued royalties

 $11,265  $7,508 

Accrued sales tax

  2,204   1,706 

Other long-term liabilities

  169   140 

Total other long-term liabilities

 $13,638  $9,354 

 

The Company classified $9.2 million and $7.5 million of accrued royalties into long term based on contractual arrangements with the royalty holders as of December 31, 2024 and March 31, 2024, respectively. 

 
v3.25.0.1
Note 13 - Commitments and Contingencies
 9 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 13 — Commitments and Contingencies

 

Contractual Obligations

 

As of  December 31, 2024, the Company is obligated under agreements with various music right holders and labels, festivals, clubs, events, concerts, artists, promoters, venues, music labels and publishers and other contractual obligations to make guaranteed payments as follows: $4.0 million for the fiscal year ending  March 31, 2025, $0.4 million for the fiscal year ending March 31, 2026, $0.5 million for the fiscal year ending March 31, 2027 and $0.5 million for the fiscal year ending March 31, 2028.

 

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, 2024, 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, 2024, no amount 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 fiscal year ended March 31, 2024 ("Fiscal 2024").

 

Employment Arrangements

 

As of December 31, 2024, the Company has an employment arrangement with its two named executive officers (“Section 16 Officers”) that provide salary payments of $0.7 million and target bonus compensation of up to $0.3 million on an annual basis. Furthermore, such employment arrangements consist of an employment agreement which contains severance clauses that could require severance payments in the aggregate amount of $0.3 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) to the Company’s CFO.

 

On August 28, 2023, the Company's subsidiary, PodcastOne, Inc., entered into a new two-year employment contract with its President for $0.4 million per year effective January 1, 2023.

 

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, 2024, 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 

  

During the nine months ended December 31, 2024, 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. See also Note 13 ⸺ Legal Proceedings in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2024.

 

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.

 
v3.25.0.1
Note 14 - Employee Benefit Plan
 9 Months Ended
Dec. 31, 2024
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 months ended December 31, 2024 and 2023.

 
v3.25.0.1
Note 15 - Stockholders' Deficit
 9 Months Ended
Dec. 31, 2024
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 558,247 and 1,101,498 shares of its common stock under its stock repurchase program for the nine months ended December 31, 2024 and 2023 for a total of $1.0 million and $1.7 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 was to be paid in-kind for the first 12 months after April 1, 2024 (the “Effective Date”), and thereafter, the Holders had 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 had the option (the “Optional Redemption Right”), on or before the Mandatory Redemption Date (as defined herein), to 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 was required on or before August 3, 2024 (the “Mandatory Redemption Date”), and in any event if prior to the Mandatory Redemption Date the Company consummated any financing transaction in which the Company, directly or indirectly, raised, 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 was exercised up to the full $5,000,000 amount, the Mandatory Redemption requirement would be terminated; provided, that if the Optional Redemption Right was exercised in any amount less than $5,000,000, the Mandatory Redemption Amount would 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 February 3, 2023 (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 February 3, 2023 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 PodcastOne’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.

 

On the Effective Date, the Company entered into Letter Agreements (collectively, the “Agreements”) with (i) Harvest Small Cap Partners Master, Ltd. (“HSCPM”), (ii) Harvest Small Cap Partners, L.P. (“HSCP” and together with HSCPM, the “Harvest Funds”), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a stated value of $1,000 per share. Pursuant to the Agreements (i) the Holders converted approximately $11.4 million worth of shares of Series A Preferred Stock into shares of the Company’s common stock, at a price of $2.10 per share, as follows: HSCPM converted 5,602.09 shares of Series A Preferred Stock into 2,667,664 shares of the Company’s common stock, HSCP converted 2,397.91 shares of Series A Preferred Stock into 1,141,860 shares of the Company’s common stock, and Trinad Capital converted 3,395.09 shares of Series A Preferred Stock into 1,616,709 shares of the Company’s common stock (collectively, the “Shares”), and (ii) HSCPM, HSCP and Trinad Capital received 910,340, 389,660 and 535,399 three-year warrants to purchase the Company’s common stock exercisable at a price of $2.10 per share (collectively, the “Warrants”). The Company accounted for the redemption of the Series A Preferred Stock as a Redemption and extinguished $5.0 million of mezzanine equity and $6.4 million of permanent equity. In addition, the Company recorded the fair value of the common stock issued in the amount of $10.0 million and the fair value of the common stock warrants of $1.6 million to equity in accordance with ASC 260, Earnings Per Share. The derivative associated with the mezzanine equity was extinguished and a gain was recognized for the nine months ended December 31, 2024 in the amount of $0.6 million. The difference between the carrying value of the Series A Preferred Stock extinguished, and the fair value of the common stock and common stock warrants issued was recorded as a deemed dividend in the amount of $0.3 million. In addition, pursuant to the Agreements, the Harvest Funds agreed (x) that any future dividends payable on the Series A Preferred Stock shall be paid in-kind or in cash at the option of the Company; 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, (y) to remove the Mandatory Redemption.

 

The change in fair value of the embedded derivative included in the statement of earnings was a loss of $0.5 million for the nine months ended December 31, 2024.

 

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, 2024 and 2023, the Company issued 1,169 and 2,427 shares of its Series A Preferred Stock as a dividend in accordance with terms of the Certificate of Designation. As of December 31, 2024, there were 13,588 shares of Series A Preferred Stock issued and outstanding, and 6,470,558 shares of the Company’s common stock were underlying such shares of Series A Preferred Stock as of such date based on its conversion price.

 

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 June 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 $1.4 million and $2.3 million during the three months ended December 31, 2024 and 2023, respectively. The Company recognized share-based compensation expense of $5.4 million and $5.8 million during the nine months ended December 31, 2024 and 2023, respectively. As of  December 31, 2024, unrecognized compensation costs for unvested awards was $0.6 million, which is expected to be recognized over a weighted-average service period of 1.66 years.  The total tax benefit recognized related to share-based compensation expense was none for the three and nine months ended December 31, 2024 and 2023.

 

The following table summarizes the activity of our options issued under the 2016 Equity Plan to employees during the nine months ended December 31, 2024:

      

Weighted-Average

 
      

Exercise Price per

 
  

Number of Shares

  

Share

 

Outstanding as of March 31, 2024

  2,266,667  $3.73 

Granted

  -   - 

Exercised

  -   - 

Forfeited or expired

  (40,000) $3.81 

Outstanding as of December 31, 2024

  2,226,667  $3.73 

Exercisable as of December 31, 2024

  2,207,917  $3.72 

 

The following table summarizes the activity of our restricted stock units under the 2016 Equity Plan issued to employees during the nine months ended December 31, 2024:

  

Number of Shares

 

Outstanding as of March 31, 2024

  1,384,581 

Granted

  954,638 

Vested

  (1,495,793)

Cancelled

  - 

Outstanding as of December 31, 2024

  843,426 

 

 

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.

 

The following table summarizes the activity of the Company's restricted stock units issued to its employees under the 2022 Plan during the nine months ended December 31, 2024:

  

Number of

 
  

Shares

 

Nonvested as of March 31, 2024

  591,560 

Granted

  339,467 

Vested

  (228,335)

Forfeited or expired

  (13,250)

Nonvested as of December 31, 2024

  689,442 

 

As of December 31, 2024, PodcastOne has granted incentive awards underlying 1,214,527 shares of PodcastOne's common stock under the 2022 Plan with a fair value of $3.23 per share. 525,085 of the awards had vested or have been forfeited as of December 31, 2024. As of December 31, 2024, PodcastOne recognized $2.1 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $1.8 million, which is expected to be recognized over a weighted-average service period of 0.26 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 of which 4.3 million shares of PodcastOne common stock were issued to holders outside of the Company resulting in a non-controlling interest in PodcastOne 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. In 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 during the year ended March 31, 2024. In addition, as a result of the completion of the Spin-Out and the PodcastOne shares of common stock being publicly traded, the variability in the terms of the warrants issued as part of the PC1 Bridge Loan was resolved so that the warrants issued to purchase PodcastOne's common stock were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million during the year ended March 31, 2024. The Company had a non-controlling interest of 28.06% as of  December 31, 2024.

 
v3.25.0.1
Note 16 - Business Segments and Geographic Reporting
 9 Months Ended
Dec. 31, 2024
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 consists of the Company's PodcastOne and Slacker subsidiaries and the Media Group consists 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 operating 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 $13.5 million and $15.5 million for the three months ended  December 31, 2024 and 2023, respectively. Total revenues from the OEM were $49.6 million and $43.7 million for the nine months ended December 31, 2024 and 2023, respectively. Total receivables from the OEM were 10% and 29% of total accounts receivable as of December 31, 2024 and March 31, 2024, 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, $3.3 million in Slacker and $0.2 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 tables present the results of operations for our reportable segments for the three and nine months ended December 31, 2024 and 2023: 

 

  

Three months ended

 
  

December 31, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $12,710  $14,355  $2,381  $-  $29,445 

Net income (loss)

 $(1,583) $(862) $(995) $(2,198) $(5,638)

 

  

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)

 

  

Nine months ended

 
  

December 31, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $38,022  $52,617  $4,478  $-  $95,117 

Net income (loss)

 $(4,618) $6,356  $(4,072) $(7,179) $(9,513)

  

  

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)

 

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.

  
v3.25.0.1
Note 17 - Fair Value Measurements
 9 Months Ended
Dec. 31, 2024
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):

 

   

March 31, 2024

  
   

Fair

    

Hierarchy Level

  
   

Value

    

Level 1

    

Level 2

    

Level 3

  

Assets:

                                

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

   $ -     $ -     $ -     $ -  

Total

   $ -     $ -     $ -     $ -  
                                 

Liabilities:

                                

Bifurcated embedded derivative on Series A Preferred Stock

   $ 607     $ -     $ -     $ 607  
    $ 607     $ -     $ -     $ 607  

 

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, 2024

   $ 607  

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

     (607 )

Balance as of December 31, 2024

   $ -  

 
v3.25.0.1
Note 18 - Subsequent Events
 9 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18 — Subsequent Events

 

On January 13, 2025, the Company and SoundExchange, Inc. (“SX”) agreed to extend the payment period for the remaining balance due under the settlement agreement entered into by the parties by 24 months to January 2027, with the balance to be repaid in equal monthly payments over such period.

 

On  January 15, 2025, PodcastOne entered into a three-year Enterprise Service and Advertising Agreement (the “Agreement”) with ART19 LLC (“ART19”), a subsidiary of Amazon.com, Inc. to move the existing network of PodcastOne programming to the ART19 hosting platform. The Agreement is expected to drive additional monetization opportunities across PodcastOne’s vast library of popular podcasts. Pursuant to the Agreement ART19 is required to pay the Company a minimum guarantee of $15.0 million over the term of the Agreement based on PodcastOne achieving certain minimum impressions amount, which guarantee is subject to adjustment as provided in the Agreement, including if PodcastOne achieves higher minimum impressions amounts. In addition, the Agreement provides for a revenue share split between the Company and ART19 based on gross sales revenue achieved by PodcastOne under the Agreement.

 

On January 28, 2025, the Company entered into the 2025 Business Loan Agreement with the Senior Lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflecting the Company’s repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to November 20, 2025. Pursuant to the 2025 Change in Terms Agreement entered into in connection with the 2025 Business Loan Agreement, the Company is agreed to repay the remaining outstanding principal amount of the Promissory Note in 9 equal monthly payments of $400,000 each beginning February 20, 2025, and the final 10th payment of $151,291.67 on November 20, 2025. Pursuant to the 2025 Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum cash deposit with the Senior Lender is maintained at $5,000,000. The ABL Credit Facility continues to be collateralized by a first lien on all of the assets of the Company and its subsidiaries. Borrowings under the ABL Credit Facility are subject to certain covenants as set forth in the 2025 Business Loan Agreement and bear interest at a rate equal to the “Money Rate” column of The Wall Street Journal (Western Edition) as determined by the Senior Lender plus 2.50%, resulting in the initial rate of 10.00% and provided, that it shall not be less than 7.50%. The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The 2025 Business Loan Agreement includes customary events of default and 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. The occurrence of an event of default could result in the acceleration of all obligations of the Company to the Senior Lender with respect to indebtedness, whether under the 2025 Business Loan Agreement or otherwise. Other covenants include, but are not limited to, covenants limiting or restricting the Company’s ability to incur indebtedness, incur liens, enter into mergers or consolidations involving debt, dispose of assets, make loans and investments and pay dividends. In connection with the 2025 Business Loan Agreement, the Promissory Note issued to the Senior Lender continues in effect except as modified by the 2025 Business Loan Agreement and the 2025 Change in Terms Agreement.

 
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Insider Trading Arr Line Items  
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
v3.25.0.1
Significant Accounting Policies (Policies)
 9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
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. 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.
Segment Reporting, Policy [Policy Text Block]

Segment Reporting

 

The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across its three operating segments.
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 ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis. Services received are charged to expense in the same manner.  Barter revenue for the three months ended  December 31, 2024 and 2023 was $6.0 million and $3.1 million, respectively. Barter revenue for the nine months ended December 31, 2024 and 2023 was $18.0 million and $10.7 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. We report our licensing revenue on a gross basis as we act as the principal in the underlying transactions.

 

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, 2024 and 2023 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 pay-per-view ("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, 2024 and 2023, the Company had 2,251,667 and 2,266,667 options outstanding, respectively, 1,726,237 and 1,890,635 restricted stock units outstanding, respectively, and 4,949,399 and 3,114,001 common stock warrants, respectively, that are excluded from the calculation of diluted earnings per share as their effect is anti-dilutive.

 

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, 2024  

December 31, 2023

  December 31, 2024  

December 31, 2023

 

Net loss attributed to LiveOne

 $(5,233) $(1,574) $(8,262) $(9,669)

Deemed dividends upon redemption of Series A preferred stock

  -   -   (316)  - 

Dividends on Series A preferred stock

  (401)  (762)  (1,169)  (2,016)

Net loss attributed to LiveOne

 $(5,634) $(2,336) $(9,747) $(11,685)

Basic and diluted weighted average number of shares outstanding

  95,501,753   87,882,364   94,858,531   87,477,623 

Net loss per share – basic and diluted

 $(0.06) $(0.03) $(0.10) $(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 periods ended December 31, 2024 and March 31, 2024 (in thousands):

 

  

December 31, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $10,854  $6,987 

Restricted cash

  30   155 

Total cash and cash equivalents and restricted cash

 $10,884  $7,142 

 
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, 2024 and March 31, 2024, the Company had restricted cash of $30,000 and $0.2 million, respectively.
Credit Loss, Financial Instrument [Policy Text Block]

Allowance for Credit Losses

 

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, 2024, the Company had one customer that made up 10% of the total accounts receivable balance. At December 31, 2023, the Company had one customer that made up 29% of the total accounts receivable balance. 

 

The Company’s accounts receivable at December 31, 2024 and March 31, 2024 is as follows (in thousands):

 

  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $9,912  $14,260 

Less: Allowance for credit losses

  (1,129)  (1,055)

Accounts receivable, net

 $8,783  $13,205 

 
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.
Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Indefinite-Lived Assets

 

Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is carried at cost. Acquired trademarks and trade names are assessed as indefinite lived assets if there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are not amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value may not be recoverable. Estimations and assumptions regarding future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used. We perform our annual impairment testing at January 1 of each year.

 

Our annual goodwill impairment test is performed at the reporting unit level. As of March 31, 2024 and December 31, 2024, our reporting units are the same as our three operating segments. We generally test goodwill for possible impairment by first performing a qualitative assessment to determine whether any triggering events have occurred during the quarter that indicate that it is more likely than not that the fair value of a reporting units are less than its carrying value. If a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting units are determined using an income approach based on a discounted cash flow model. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Due to change in terms of our agreement with our largest OEM customer, we determined that a triggering event had occurred within the Slacker reporting unit. Based on the discounted cash flows calculated for the Audio Group - Slacker operations reporting unit being greater than the net assets of the reporting unit, no impairments of goodwill were identified in the nine months ended December 31, 2024 and 2023. We concluded that there was no impairment for the nine months ended December 31, 2024 based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could affect the significant inputs used to determine the fair value of goodwill for determining whether it is more likely than not that goodwill is impaired. We prepared our estimate of the fair value of goodwill using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess goodwill for potential impairment in future periods as more information on the inputs becomes available. At December 31, 2024, the amount of goodwill allocated to reporting units with negative net assets was as follows: Slacker, $12.9 million.

 

We test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is not performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Due to change in terms of our agreement with our largest OEM customer, we determined that a triggering event had occurred within the reporting unit. Based on the discounted cash flows calculated for the Audio Group - Slacker operations reporting unit being less than the carrying value of the trademarks and trade names, an impairment of acquired trademarks and trade names were identified in the nine months ended December 31, 2024. We concluded that there was an impairment of $3.8 million for the three and nine months ended December 31, 2024 based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could indicate that the carrying value of the indefinite-lived assets is not recoverable and that that could affect the significant inputs used to determine the fair value of the indefinite-lived assets for determining whether it is more likely than not that the indefinite-lived assets are impaired. We prepared our estimate of the fair value of the indefinite-lived assets using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess the indefinite-lived assets for potential impairment in future periods as more information on the inputs becomes available. There was no impairment on our acquired trademarks and tradenames for the three and nine months ended December 31, 2023.
Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets with Finite Useful Lives

 

The Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements resulting from business combinations. Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which are generally as follows: Intellectual Property (15 years), Customer, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 years).

 

The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. In our assessment for potential impairment we identified triggering events due to the events resulting from the change in terms with our largest OEM customer. We performed a quantitative assessment using the guidance in ASC 360 and we concluded that there was an impairment of none and $0.1 million for the three months ended  December 31, 2024 and 2023, respectively, based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could indicate that the carrying value of the long-lived assets is not recoverable and that could affect the significant inputs used to determine the fair value of the long-lived assets. We prepared our estimate of the fair value of the long-lived assets using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be no assurance that such inputs will not be revised as more information is obtained. Additionally, there can be no assurance that such revised inputs, if any, will not result in management’s determination that an impairment has occurred at that time. We will continue to assess the long-lived assets for potential impairment in future periods as more information on the inputs becomes available. We recorded an impairment of $0.2 million and $0.1 million for the nine months ended December 31, 2024 and 2023, respectively. 
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 November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. The Company adopted ASU 2023-07 on April 1, 2024 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 beginning in the first quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method. 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.
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Dec. 31, 2024
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, 2024  

December 31, 2023

  December 31, 2024  

December 31, 2023

 

Net loss attributed to LiveOne

 $(5,233) $(1,574) $(8,262) $(9,669)

Deemed dividends upon redemption of Series A preferred stock

  -   -   (316)  - 

Dividends on Series A preferred stock

  (401)  (762)  (1,169)  (2,016)

Net loss attributed to LiveOne

 $(5,634) $(2,336) $(9,747) $(11,685)

Basic and diluted weighted average number of shares outstanding

  95,501,753   87,882,364   94,858,531   87,477,623 

Net loss per share – basic and diluted

 $(0.06) $(0.03) $(0.10) $(0.13)
Schedule of Cash and Cash Equivalents [Table Text Block]
  

December 31, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $10,854  $6,987 

Restricted cash

  30   155 

Total cash and cash equivalents and restricted cash

 $10,884  $7,142 
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $9,912  $14,260 

Less: Allowance for credit losses

  (1,129)  (1,055)

Accounts receivable, net

 $8,783  $13,205 
v3.25.0.1
Note 3 - Revenue (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2024

  

2023

  

2024

  

2023

 

Revenue

                

Membership Services

 $14,292  $16,858  $52,618  $48,498 

Advertising

  12,851   10,592   38,234   32,108 

Merchandising

  2,302   3,795   4,265   6,794 

Sponsorship and Licensing

  -   -   -   126 

Ticket/Event

  -   -   -   15 

Total Revenue

 $29,445  $31,245  $95,117  $87,541 
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

Deferred

 
  

Revenue

 

Balance as of March 31, 2024

 $728 

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

  (303)

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

  2,191 

Balance as of December 31, 2024

 $2,616 
v3.25.0.1
Note 4 - Property and Equipment (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

December 31,

  

March 31,

 
  

2024

  

2024

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $3,363  $6,564 

Furniture and fixtures

  564   556 

Leasehold improvements

  597   597 

Capitalized internally developed software

  20,592   18,109 

Total property and equipment

  25,116   25,826 

Less accumulated depreciation and amortization

  (21,360)  (22,180)

Total property and equipment, net

 $3,755  $3,646 
v3.25.0.1
Note 5 - Goodwill and Intangible Assets (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]
  

Goodwill

 

Balance as of March 31, 2024

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of December 31, 2024

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

Tradenames

 

Balance as of March 31, 2024

 $4,637 

Acquisitions

  - 

Impairment losses

  (3,807)

Balance as of December 31, 2024

 $830 
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   2,504   2,862 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,229   2,411   818 

Domain names

  523   227   296 

Brand and trade names

  1,071   515   556 

Customer list

  2,673   1,843   830 

Total

 $38,713  $33,351  $5,362 
  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,236   3,130 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  4,082   1,568   2,514 

Domain names

  523   190   333 

Brand and trade names

  1,071   439   632 

Customer list

  2,673   1,504   1,169 

Total

 $39,566  $31,788  $7,778 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

For Years Ending March 31,

    

2025 (remaining three months)

 $465 

2026

  1,762 

2027

  1,023 

2028

  508 

2029

  508 

Thereafter

  1,096 
  $5,362 
v3.25.0.1
Note 6 - Accounts Payable and Accrued Liabilities (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accounts payable

 $14,338  $15,154 

Accrued liabilities

  10,597   11,708 

Lease liabilities, current

  5   91 
  $24,940  $26,953 
v3.25.0.1
Note 7 - Notes Payable (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

December 31,

  

March 31,

 
  

2024

  

2024

 

SBA loan

 $157  $160 

Capchase loan

  793   1,303 
   950   1,463 

Less: Current portion of Notes payable

  (689)  (692)

Notes payable

 $261  $771 
Schedule of Maturities of Long-Term Debt [Table Text Block]

For Years Ending March 31,

    

2025 (remaining three months)

 $179 

2026

  627 

2027

  4 

2028

  4 

2029

  4 

Thereafter

  132 

Total

 $950 
v3.25.0.1
Note 8 - PodcastOne Bridge Loan (Tables)
 9 Months Ended
Dec. 31, 2024
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 
  

September 8,

 
  

2023

 
     

Simulations

  100,000 

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Conversion price

 $2.54 

Stock price

 $2.64 
v3.25.0.1
Note 11 - Leases (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Lease, Cost [Table Text Block]
  

Nine Months Ended

  

Nine Months Ended

 
  

December 31,

  

December 31,

 
  

2024

  

2023

 

Fixed rent cost

 $378  $615 

Short term lease cost

  65   88 

Total operating lease cost

 $443  $703 
  

December 31,

  

March 31,

 

Operating leases

 

2024

  

2024

 

Operating lease right-of-use assets

 $111  $88 
         

Operating lease liability, current

 $5  $91 

Operating lease liability, noncurrent

  106   - 

Total operating lease liabilities

 $111  $91 
v3.25.0.1
Note 12 - Other Long-term Liabilities (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Other Liabilities [Table Text Block]
  

December 31,

  

March 31,

 
  

2024

  

2024

 

Accrued royalties

 $11,265  $7,508 

Accrued sales tax

  2,204   1,706 

Other long-term liabilities

  169   140 

Total other long-term liabilities

 $13,638  $9,354 
v3.25.0.1
Note 15 - Stockholders' Deficit (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
      

Weighted-Average

 
      

Exercise Price per

 
  

Number of Shares

  

Share

 

Outstanding as of March 31, 2024

  2,266,667  $3.73 

Granted

  -   - 

Exercised

  -   - 

Forfeited or expired

  (40,000) $3.81 

Outstanding as of December 31, 2024

  2,226,667  $3.73 

Exercisable as of December 31, 2024

  2,207,917  $3.72 
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]
  

Number of Shares

 

Outstanding as of March 31, 2024

  1,384,581 

Granted

  954,638 

Vested

  (1,495,793)

Cancelled

  - 

Outstanding as of December 31, 2024

  843,426 
  

Number of

 
  

Shares

 

Nonvested as of March 31, 2024

  591,560 

Granted

  339,467 

Vested

  (228,335)

Forfeited or expired

  (13,250)

Nonvested as of December 31, 2024

  689,442 
v3.25.0.1
Note 16 - Business Segments and Geographic Reporting (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three months ended

 
  

December 31, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $12,710  $14,355  $2,381  $-  $29,445 

Net income (loss)

 $(1,583) $(862) $(995) $(2,198) $(5,638)
  

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)
  

Nine months ended

 
  

December 31, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $38,022  $52,617  $4,478  $-  $95,117 

Net income (loss)

 $(4,618) $6,356  $(4,072) $(7,179) $(9,513)
  

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)
v3.25.0.1
Note 17 - Fair Value Measurements (Tables)
 9 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
   

March 31, 2024

  
   

Fair

    

Hierarchy Level

  
   

Value

    

Level 1

    

Level 2

    

Level 3

  

Assets:

                                

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

   $ -     $ -     $ -     $ -  

Total

   $ -     $ -     $ -     $ -  
                                 

Liabilities:

                                

Bifurcated embedded derivative on Series A Preferred Stock

   $ 607     $ -     $ -     $ 607  
    $ 607     $ -     $ -     $ 607  
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]
   

Amount

  

Balance as of March 31, 2024

   $ 607  

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

     (607 )

Balance as of December 31, 2024

   $ -  
v3.25.0.1
Note 1 - Organization and Basis of Presentation (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
May 14, 2024
Mar. 31, 2024
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 10,884   $ 10,884     $ 7,142
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest (5,638) $ (2,224) (9,513) $ (10,666)    
Net Cash Provided by (Used in) Operating Activities     10,638 $ 3,804    
Working Capital (18,100)   (18,100)      
Potential Financing Amount $ 150,000   $ 150,000      
Roth Capital [Member]            
Sale of Stocks, Maximum Amount Authorized to Sell         $ 25,000  
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies (Details Textual)
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Mar. 31, 2024
USD ($)
Revenue from Contract with Customer, Excluding Assessed Tax $ 29,445,000 $ 31,245,000 $ 95,117,000 $ 87,541,000  
Customer Refund Liability, Current $ 100,000 $ 100,000 $ 100,000 $ 100,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | shares 2,251,667 2,266,667 2,251,667 2,266,667  
Restricted Cash, Current $ 30,000   $ 30,000   $ 155,000
Number of Operating Segments     3   3
Goodwill, Impairment Loss     $ 0 $ 0  
Goodwill 23,379,000   23,379,000   $ 23,379,000
Impairment of Intangible Assets (Excluding Goodwill) 3,807,000 $ 115,000 3,983,000 115,000  
Impairment of Intangible Assets, Finite-Lived $ 0 $ 100,000 $ 200,000 $ 100,000  
Intellectual Property [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 15 years   15 years    
Computer Software, Intangible Asset [Member] | Minimum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 1 year   1 year    
Computer Software, Intangible Asset [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 6 years   6 years    
Domain Names, Customer Lists, and Software [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 5 years   5 years    
Patents [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 15 years   15 years    
Patents [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 15 years   15 years    
Noncompete Agreements [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 3 years   3 years    
Slacker [Member]          
Goodwill $ 12,900,000   $ 12,900,000    
Impairment of Intangible Assets (Excluding Goodwill) $ 3,800,000   $ 3,800,000    
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     10.00% 29.00%  
Common Stock Warrants [Member]          
Class of Warrant or Right, Outstanding (in shares) | shares 4,949,399 3,114,001 4,949,399 3,114,001  
Restricted Stock Units (RSUs) [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number (in shares) | shares 1,726,237 1,890,635 1,726,237 1,890,635  
Barter Transactions [Member]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 6,000,000 $ 3,100,000 $ 18,000,000 $ 10,700,000  
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net loss attributed to LiveOne $ (5,233) $ (1,574) $ (8,262) $ (9,669)
Deemed dividends upon redemption of Series A preferred stock 0 0 (316) 0
Dividends on Series A preferred stock (401) (762) (1,169) (2,016)
Net loss attributed to LiveOne $ (5,634) $ (2,336) $ (9,747) $ (11,685)
Basic and diluted weighted average number of shares outstanding (in shares) 95,501,753 87,882,364 94,858,531 87,477,623
Net loss per share – basic and diluted (in dollars per share) $ (0.06) $ (0.03) $ (0.1) $ (0.13)
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Cash and cash equivalents $ 10,854 $ 6,987
Restricted cash 30 155
Total cash and cash equivalents and restricted cash $ 10,884 $ 7,142
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Accounts receivable, gross $ 9,912 $ 14,260
Less: Allowance for credit losses (1,129) (1,055)
Accounts receivable, net $ 8,783 $ 13,205
v3.25.0.1
Note 3 - Revenue (Details Textual) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Number of Major Customers 1 1    
One Customer [Member]        
Number of Major Customers     1 1
Concentration Risk, Percentage 46.00% 49.00% 52.00% 52.00%
v3.25.0.1
Note 3 - Revenue - Disaggregation of Revenues (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Total Revenue $ 29,445 $ 31,245 $ 95,117 $ 87,541
Membership Services [Member]        
Total Revenue 14,292 16,858 52,618 48,498
Advertising [Member]        
Total Revenue 12,851 10,592 38,234 32,108
Merchandising Revenue [Member]        
Total Revenue 2,302 3,795 4,265 6,794
Sponsorship and Licensing [Member]        
Total Revenue 0 0 0 126
Ticket or Event Revenue [Member]        
Total Revenue $ 0 $ 0 $ 0 $ 15
v3.25.0.1
Note 3 - Revenue - Schedule of Deferred Revenue (Details)
$ in Thousands
 3 Months Ended
Dec. 31, 2024
USD ($)
Balance $ 728
Revenue recognized that was included in the contract liability at beginning of period (303)
Increase due to cash received, excluding amounts recognized as revenue during the period 2,191
Balance $ 2,616
v3.25.0.1
Note 4 - Property and Equipment (Details Textual) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Depreciation $ 0.8 $ 0.9 $ 2.5 $ 2.4
Equipment [Member]        
Property, Plant and Equipment, Disposals     $ 3.3  
v3.25.0.1
Note 4 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Total property and equipment $ 25,116 $ 25,826
Less accumulated depreciation and amortization (21,360) (22,180)
Total property and equipment, net 3,755 3,646
Computer Equipment [Member]    
Total property and equipment 3,363 6,564
Furniture and Fixtures [Member]    
Total property and equipment 564 556
Leasehold Improvements [Member]    
Total property and equipment 597 597
Software and Software Development Costs [Member]    
Total property and equipment $ 20,592 $ 18,109
v3.25.0.1
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) $ 3,800 $ 0 $ 3,800 $ 0  
Amortization of Intangible Assets 340 528 1,474 1,227  
Impairment of Intangible Assets, Finite-Lived 0 $ 100 200 $ 100  
Intangible Assets, Net (Excluding Goodwill) $ 6,192   $ 6,192   $ 12,415
Stock Issued in Exchange for Intangibles [Member]          
Shares Issued, Price Per Share (in dollars per share) $ 8   $ 8    
Finder's Fee Adjustment $ 500        
Cost Capitalized to Content Creator Relationship Intangibles [Member]          
Shares Issued, Price Per Share (in dollars per share)   $ 8   $ 8  
Intangible Assets, Net (Excluding Goodwill) $ 2,600   $ 2,600   $ 2,600
Payments for Capitalized Prepayments With Stock     $ 2,600    
Patents [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 15 years   15 years    
Patents [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 15 years   15 years    
Content Creator Relationships [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 2 years   2 years    
Content Creator Relationships [Member] | Minimum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 1 year   1 year    
Domain Names [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 5 years   5 years    
Domain Names [Member] | Minimum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 2 years   2 years    
Trade Names [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 10 years   10 years    
Trade Names [Member] | Minimum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 7 years   7 years    
Customer Lists [Member] | Maximum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 4 years   4 years    
Customer Lists [Member] | Minimum [Member]          
Finite-Lived Intangible Asset, Useful Life (Year) 3 years   3 years    
v3.25.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Balance $ 23,379  
Acquisitions 0  
Impairment losses 0 $ 0
Balance $ 23,379  
v3.25.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Indefinite Lived Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) $ 3,800 $ 0 $ 3,800 $ 0
Trade Names [Member]        
Balance 4,637      
Acquisitions 0      
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) (3,807)      
Balance $ 830   $ 830  
v3.25.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Finite lived intangible assets, gross $ 38,713 $ 39,566
Finite lived intangible assets, accumulated amortization 33,351 31,788
Finite lived intangible assets, net 5,362 7,778
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 2,504 2,236
Finite lived intangible assets, net 2,862 3,130
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 3,229 4,082
Finite lived intangible assets, accumulated amortization 2,411 1,568
Finite lived intangible assets, net 818 2,514
Domain Names [Member]    
Finite lived intangible assets, gross 523 523
Finite lived intangible assets, accumulated amortization 227 190
Finite lived intangible assets, net 296 333
Trade Names [Member]    
Finite lived intangible assets, gross 1,071 1,071
Finite lived intangible assets, accumulated amortization 515 439
Finite lived intangible assets, net 556 632
Customer Lists [Member]    
Finite lived intangible assets, gross 2,673 2,673
Finite lived intangible assets, accumulated amortization 1,843 1,504
Finite lived intangible assets, net $ 830 $ 1,169
v3.25.0.1
Note 5 - Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
2025 (remaining three months) $ 465  
2026 1,762  
2027 1,023  
2028 508  
2029 508  
Thereafter 1,096  
Finite-Lived Intangible Assets, Net $ 5,362 $ 7,778
v3.25.0.1
Note 6 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Accounts payable $ 14,338 $ 15,154
Accrued liabilities 10,597 11,708
Lease liabilities, current 5 91
Accounts Payable and Other Accrued Liabilities, Current $ 24,940 $ 26,953
v3.25.0.1
Note 7 - Notes Payable (Details Textual) - USD ($)
 1 Months Ended 9 Months Ended
Jun. 17, 2020
Aug. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jul. 31, 2022
Proceeds from Notes Payable     $ 0 $ 1,700,000  
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%        
v3.25.0.1
Note 7 - Notes Payable - Schedule of Notes Payable (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Total notes payable $ 950 $ 1,463
Less: Current portion of Notes payable (689) (692)
Notes payable 261 771
SBA Loan [Member]    
Total notes payable 157 160
Capchase [Member]    
Total notes payable $ 793 $ 1,303
v3.25.0.1
Note 7 - Notes Payable - Maturities of Note Payable (Details) - Notes Payable, Other Payables [Member]
$ in Thousands
Dec. 31, 2024
USD ($)
2025 (remaining three months) $ 179
2026 627
2027 4
2028 4
2029 4
Thereafter 132
Total $ 950
v3.25.0.1
Note 8 - PodcastOne Bridge Loan (Details Textual) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 08, 2023
Jul. 15, 2022
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Jul. 15, 2023
Apr. 15, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.001 $ 0.001   $ 0.001    
Redemption Liability [Member]                
Derivative Liability, Subject to Master Netting Arrangement, before Offset         $ 0      
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)         200,000      
Derivative Liability, Subject to Master Netting Arrangement, after Offset             $ 2,800,000  
Interest Expense, Operating and Nonoperating     $ 1,100,000 $ 1,000,000        
PC1 Note Warrants [Member]                
Warrants and Rights Outstanding $ 5,900,000 $ 1,700,000            
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 3,114,001   3,114,001 3,114,001        
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, Operating and Nonoperating     $ 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            
v3.25.0.1
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
v3.25.0.1
Note 9 - Senior Secured Line of Credit (Details Textual) - USD ($)
 3 Months Ended 9 Months Ended
Jan. 28, 2025
Jul. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Nov. 01, 2024
Sep. 08, 2023
Jul. 31, 2023
Jun. 02, 2021
Proceeds from (Repayments of) Notes Payable         $ (510,000) $ (227,000)        
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     10.00%   10.00%          
Long-Term Line of Credit     $ 4,300,000   $ 4,300,000          
Interest Expense, Operating and Nonoperating     $ 400,000 $ 300,000 $ 900,000 $ 900,000        
Debt Instrument, Covenant, Deposits Held               $ 5,000,000 $ 8,000,000  
Revolving Credit Facility [Member] | Subsequent Event [Member]                    
Debt Instrument, Basis Spread on Variable Rate 2.50%                  
Line of Credit Facility, Interest Rate at Period End 10.00%                  
Debt Instrument, Covenant, Deposits Held $ 5,000,000                  
Revolving Credit Facility [Member] | Subsequent Event [Member] | Minimum [Member]                    
Line of Credit Facility, Interest Rate at Period End 7.50%                  
Revolving Credit Facility [Member] | Prime Rate [Member]                    
Debt Instrument, Basis Spread on Variable Rate   2.50%                
Revolving Credit Facility [Member] | Wall Street Journal Money Rate [Member] | Subsequent Event [Member]                    
Debt Instrument, Basis Spread on Variable Rate 2.50%                  
Promissory Note [Member]                    
Debt Instrument, Face Amount             $ 6,000,000     $ 7,000
Promissory Note [Member] | Subsequent Event [Member]                    
Long-Term Debt, Gross $ 3,750,000                  
Proceeds from (Repayments of) Notes Payable (3,250,000)                  
Debt Instrument, Periodic Payment 400,000                  
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid $ 151,291.67                  
v3.25.0.1
Note 10 - Related Party Transactions (Details Textual) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 08, 2023
Jul. 31, 2023
Apr. 30, 2023
Feb. 28, 2023
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Preferred Stock, Shares Outstanding (in shares)         13,588           13,588   18,814
Common Stock, Shares, Outstanding (in shares)         95,668,756           95,668,756   88,627,420
Noncontrolling Interest, Increase from Subsidiary Equity Issuance         $ 0   $ 0 $ 0 $ 0        
Stock Issued During Period, Value, Issued for Services         $ 148 $ 231 $ 1,577 $ 169 $ 521 $ 393      
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                        
PodcastOne [Member] | Cost Sharing Agreement [Member]                          
Stock Received During Period, Shares (in shares)                     765,880   159,333
Noncontrolling Interest, Increase from Subsidiary Equity Issuance                     $ 1,500   $ 300
Series A Preferred Stock [Member]                          
Preferred Stock, Shares Outstanding (in shares)         13,588           13,588    
Preferred Stock Dividends, Shares (in shares)                     1,169 2,427  
Series A Preferred Stock [Member] | Trinad Capital [Member]                          
Preferred Stock, Shares Outstanding (in shares)       3,813                  
Preferred Stock Dividends, Shares (in shares)   192 116                    
Preferred Stock [Member]                          
Preferred Stock Dividends, Shares (in shares)         401 390 378,000 1,374          
Stock Issued During Period, Shares, Issued for Services (in shares)         0 0 0 0 0 0      
Noncontrolling Interest, Increase from Subsidiary Equity Issuance         $ 0   $ 0 $ 0 $ 0        
Stock Issued During Period, Value, Issued for Services         0 $ 0 0 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]                          
Noncontrolling Interest, Increase from Subsidiary Equity Issuance         0   0 0 0        
Stock Issued During Period, Value, Issued for Services         $ 0 $ 0 $ 1 $ 0 $ 1 $ 0      
Common Stock [Member] | Trinad Capital [Member]                          
Conversion of Stock, Shares Converted (in shares)       200,000                  
Common Stock [Member] | Relative of the CEO [Member]                          
Stock Issued During Period, Shares, Issued for Services (in shares)                     46,113 149,496  
Stock Issued During Period, Value, Issued for Services                     $ 100 $ 200  
v3.25.0.1
Note 11 - Leases (Details Textual)
$ in Millions
 3 Months Ended 9 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 22, 2020
ft²
Lessee, Operating Lease, Term of Contract (Year) 1 year   1 year    
Lessee, Operating Lease, Discount Rate 8.50%   8.50%    
Leases Under 12 Months [Member]          
Operating Lease, Expense $ 0.1 $ 0.1 $ 0.1 $ 0.1  
Leases Over 12 Months [Member]          
Operating Lease, Expense $ 0.1 $ 0.2 $ 0.4 $ 0.7  
Addison, Illinois Manufacturing Facility [Member]          
Area of Real Estate Property (Square Foot) | ft²         55,120
v3.25.0.1
Note 11 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Fixed rent cost $ 378 $ 615  
Short term lease cost 65 88  
Total operating lease cost 443 $ 703  
Operating lease right-of-use assets 111   $ 88
Lease liabilities, current 5   91
Operating lease liability, noncurrent 106   0
Total operating lease liabilities $ 111   $ 91
v3.25.0.1
Note 11 - Leases - Lease Cost (Details) (Parentheticals)
Dec. 31, 2024
Mar. 31, 2024
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accounts Payable and Accrued Liabilities, Current Accounts Payable and Accrued Liabilities, Current
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
v3.25.0.1
Note 12 - Other Long-term Liabilities (Details Textual) - USD ($)
$ in Millions
Dec. 31, 2024
Mar. 31, 2024
Reclassification of Accrued Royalties to Long Term [Member]    
Accrued Royalties $ 9.2 $ 7.5
v3.25.0.1
Note 12 - Other Long-term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Accrued royalties $ 11,265 $ 7,508
Accrued sales tax 2,204 1,706
Other long-term liabilities 169 140
Total other long-term liabilities $ 13,638 $ 9,354
v3.25.0.1
Note 13 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
 9 Months Ended 12 Months Ended
Aug. 28, 2023
Aug. 04, 2022
Dec. 31, 2024
Mar. 31, 2025
Chief Executive Officer [Member]        
Salaries Forgiven for Shares Annually     $ 0.5  
Agreements With Content Providers [Member]        
Other Commitment, to be Paid, Remainder of Fiscal Year     4.0  
Other Commitment, to be Paid, Year One     0.4  
Other Commitment, to be Paid, Year Two     0.5  
Other Commitment, to be Paid, Year Three     0.5  
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   $ 0.4    
Stock Issued During Period, Value, Settlement of Accrued Expenses   $ 1.0    
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     0.7  
Officers Bonuses     0.3  
Severance Costs     $ 0.3  
Employment Agreement With President [Member]        
Annual Salary $ 0.4      
v3.25.0.1
Note 14 - Employee Benefit Plan (Details Textual)
 9 Months Ended
Dec. 31, 2024
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent 5.00%
Maximum [Member]  
Defined Contribution Plan, Employer Matching Contribution, Percent of Match 100.00%
v3.25.0.1
Note 15 - Stockholders' Deficit (Details Textual) - USD ($)
 3 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended
Apr. 01, 2024
Sep. 08, 2023
Sep. 17, 2020
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Dec. 15, 2022
Dec. 01, 2022
Dec. 31, 2020
Mar. 31, 2016
Stock Authorized (in shares)       510,000,000             510,000,000            
Common Stock, Shares Authorized (in shares)       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        
Preferred Stock, Shares Authorized (in shares)       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        
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)                     558,247 1,101,498          
Treasury Stock, Value, Acquired, Cost Method         $ 250,000 $ 749,000 $ 113,000 $ 575,000 $ 1,013,000   $ 1,000,000 $ 1,700,000          
Temporary Equity, Carrying Amount, Attributable to Parent       $ 0             0   $ 4,962,000        
Conversion of Stock, Amount Converted                     0 2,427,000          
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net                     607,000 $ (4,132,000)          
Preferred Stock, Value, Issued       $ 13,588,000             $ 13,588,000   $ 18,814,000        
Preferred Stock, Shares Issued (in shares)       13,588             13,588   18,814        
Common Stock, Capital Shares Reserved for Future Issuance (in shares)       6,470,558             6,470,558            
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        
Preferred Stock, Shares Outstanding (in shares)       13,588             13,588   18,814        
PodcastOne [Member]                                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)   1,100,000                              
Subsidiary, Ownership Percentage, Noncontrolling Owner   21.64%   28.06%     26.50%     26.50% 28.06% 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       $ 1,400,000     $ 2,300,000       $ 5,400,000 $ 5,800,000          
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount       600,000             $ 600,000            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)                     1 year 7 months 28 days            
Share-Based Payment Arrangement, Expense, Tax Benefit       0     0       $ 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                     2,100,000            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount       $ 1,800,000             $ 1,800,000            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)                     3 months 3 days            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)       1,214,527                          
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)       $ 3.23                          
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)       525,085                          
Common Stock [Member]                                  
Treasury Stock, Value, Acquired, Cost Method         $ (0) $ (0) $ (0) $ (0) $ (0)                
Stock Issued During Period, Value, Conversion of Convertible Securities                     $ 10,000,000            
Warrants [Member]                                  
Warrants and Rights Outstanding, Term (Year) 3 years                                
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) $ 2.1                                
Warrants and Rights Outstanding       $ 1,600,000             1,600,000            
Warrants Issued in Podcastone Common Stock and Reclassified to Equity [Member]                                  
Warrants and Rights Outstanding                         $ 5,900,000        
H S C P M [Member] | Warrants [Member]                                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 910,340                                
H S C P [Member] | Warrants [Member]                                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 389,660                                
Trinad Capital [Member] | Warrants [Member]                                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 535,399                                
Conversion of Series A Preferred Stock into Common Stock [Member]                                  
Preferred Stock, Convertible, Conversion Price (in dollars per share) $ 2.1                                
Conversion of Stock, Amount Converted $ 11,400,000                   $ 11,357,000 $ 0          
Conversion of Series A Preferred Stock into Common Stock [Member] | H S C P M [Member]                                  
Conversion of Stock, Shares Converted (in shares) 5,602.09                                
Conversion of Stock, Shares Issued (in shares) 2,667,664                                
Conversion of Series A Preferred Stock into Common Stock [Member] | H S C P [Member]                                  
Conversion of Stock, Shares Converted (in shares) 2,397.91                                
Conversion of Stock, Shares Issued (in shares) 1,141,860                                
Conversion of Series A Preferred Stock into Common Stock [Member] | Trinad Capital [Member]                                  
Conversion of Stock, Shares Converted (in shares) 3,395.09                                
Conversion of Stock, Shares Issued (in shares) 1,616,709                                
Series A Preferred Stock [Member]                                  
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.001                                
Preferred Stock, Convertible, Conversion Price (in dollars per share)       $ 2.1             $ 2.1            
Preferred Stock, Dividend Rate, Percentage                     12.00%            
Preferred Stock, Maximum Redemption Amount       $ 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            
Temporary Equity, Carrying Amount, Attributable to Parent       $ 5,000,000             $ 5,000,000            
Embedded Derivative, Fair Value of Embedded Derivative Liability       200,000             200,000            
Preferred Stock, Stated Value Per Share (in dollars per share) $ 1,000                                
Temporary Equity, Carrying Amount, Period Increase (Decrease)                     (5,000,000)            
Stockholders' Equity, Period Increase (Decrease)                     (6,400,000)            
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net                     600,000            
Deemed Dividend Payable       300,000             300,000            
Embedded Derivative, Gain on Embedded Derivative                     500,000            
Preferred Stock, Value, Issued       $ 16,200,000             $ 16,200,000            
Preferred Stock Dividends, Shares (in shares)                     1,169 2,427          
Preferred Stock, Shares Issued (in shares)       13,588             13,588            
Preferred Stock, Shares Outstanding (in shares)       13,588             13,588            
v3.25.0.1
Note 15 - Stockholders' Equity - Option Activity (Details)
 9 Months Ended
Dec. 31, 2024
$ / shares
shares
Outstanding, options (in shares) 2,251,667
The 2016 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Employee [Member]  
Outstanding, options (in shares) 2,266,667
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 3.73
Granted, options (in shares) 0
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 0
Exercised, options (in shares) 0
Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 0
Forfeited or expired, options (in shares) (40,000)
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 3.81
Outstanding, options (in shares) 2,226,667
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 3.73
Exercisable, options (in shares) 2,207,917
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 3.72
v3.25.0.1
Note 15 - Stockholders' Equity - Restricted Stock Activity (Details) - shares
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2024
The 2016 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member]    
Outstanding as of March 31, 2024 (in shares)   1,384,581
Granted (in shares)   954,638
Vested (in shares)   (1,495,793)
Cancelled (in shares)   0
Outstanding as of December 31, 2024 (in shares) 843,426 843,426
Podcastone 2022 Equity Plan [Member]    
Granted (in shares) 1,214,527  
Cancelled (in shares) (525,085)  
Podcastone 2022 Equity Plan [Member] | Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member]    
Outstanding as of March 31, 2024 (in shares)   591,560
Granted (in shares)   339,467
Vested (in shares)   (228,335)
Cancelled (in shares)   (13,250)
Outstanding as of December 31, 2024 (in shares) 689,442 689,442
v3.25.0.1
Note 16 - Business Segments and Geographic Reporting (Details Textual)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Mar. 31, 2024
Number of Operating Segments     3   3
Revenue from Contract with Customer, Excluding Assessed Tax $ 29,445 $ 31,245 $ 95,117 $ 87,541  
PodastOne Segment [Member]          
Assets, Noncurrent 300   300    
Slacker [Member]          
Assets, Noncurrent 3,300   3,300    
Media Operations [Member]          
Assets, Noncurrent 200   200    
Original Equipment Manufacturer OEM [Member]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 13,500 $ 15,500 $ 49,600 $ 43,700  
Original Equipment Manufacturer OEM [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Concentration Risk, Percentage     10.00%   29.00%
v3.25.0.1
Note 16 - Business Segments and Geographic Reporting - Results of Operations by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Revenue $ 29,445 $ 31,245 $ 95,117 $ 87,541
Net loss (5,638) (2,224) (9,513) (10,666)
Operating Segments [Member] | PodcastOne [Member]        
Revenue 12,710 10,442 38,022 31,595
Net loss (1,583) (2,600) (4,618) (13,683)
Operating Segments [Member] | Slacker [Member]        
Revenue 14,355 16,838 52,617 48,331
Net loss (862) 5,127 6,356 7,377
Operating Segments [Member] | Media Operations [Member]        
Revenue 2,381 3,965 4,478 7,615
Net loss (995) (3,148) (4,072) 136
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]        
Revenue 0 0 0 0
Net loss $ (2,198) $ (1,603) $ (7,179) $ (4,496)
v3.25.0.1
Note 17 - Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Assets, fair value   $ 0
Liabilities, fair value   607
Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value   607
Fair Value, Inputs, Level 1 [Member]    
Assets, fair value   0
Liabilities, fair value   0
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 2 [Member]    
Assets, fair value   0
Liabilities, fair value   0
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value   0
Fair Value, Inputs, Level 3 [Member]    
Assets, fair value   0
Liabilities, fair value $ 0 607
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Series A Preferred Stock [Member]    
Liabilities, fair value   607
Prepaid Expenses [Member]    
Assets, fair value   0
Prepaid Expenses [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value   0
Prepaid Expenses [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value   0
Prepaid Expenses [Member] | Fair Value, Inputs, Level 3 [Member]    
Assets, fair value   $ 0
v3.25.0.1
Note 17 - Fair Value Measurements - Reconciliation of Financial Liabilities Measured at Level (Details) - Fair Value, Recurring [Member]
$ in Thousands
 9 Months Ended
Dec. 31, 2024
USD ($)
Balance $ 607
Fair Value, Inputs, Level 3 [Member]  
Balance 607
Balance 0
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member]  
Change in fair value, reported in earnings $ (607)
v3.25.0.1
Note 18 - Subsequent Events (Details Textual) - USD ($)
 9 Months Ended
Jan. 28, 2025
Jan. 15, 2025
Dec. 31, 2024
Dec. 31, 2023
Sep. 08, 2023
Jul. 31, 2023
Proceeds from (Repayments of) Notes Payable     $ (510,000) $ (227,000)    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] Wall Street Journal Money Rate [Member]          
Revolving Credit Facility [Member]            
Debt Instrument, Covenant, Deposits Held         $ 5,000,000 $ 8,000,000
Line of Credit Facility, Interest Rate at Period End     10.00%      
Subsequent Event [Member] | Revolving Credit Facility [Member]            
Debt Instrument, Covenant, Deposits Held $ 5,000,000          
Debt Instrument, Basis Spread on Variable Rate 2.50%          
Line of Credit Facility, Interest Rate at Period End 10.00%          
Subsequent Event [Member] | Revolving Credit Facility [Member] | Minimum [Member]            
Line of Credit Facility, Interest Rate at Period End 7.50%          
Subsequent Event [Member] | Promissory Note [Member]            
Long-Term Debt, Gross $ 3,750,000          
Proceeds from (Repayments of) Notes Payable (3,250,000)          
Debt Instrument, Periodic Payment 400,000          
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid $ 151,291.67          
Enterprise Service and Advertising Agreement [Member] | Guarantee of Business Revenue [Member] | Subsequent Event [Member]            
Revenue from Collaborative Arrangement, Excluding Revenue from Contract with Customer   $ 15,000,000