LIVEONE, INC., 10-Q filed on 8/13/2024
Quarterly Report
v3.24.2.u1
Document And Entity Information - shares
 3 Months Ended
Jun. 30, 2024
Aug. 08, 2024
Document Information [Line Items]    
Entity Central Index Key 0001491419  
Entity Registrant Name LiveOne, Inc.  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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, $0.001 par value per share  
Trading Symbol LVO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   98,957,316
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Current Assets    
Cash and cash equivalents $ 6,165 $ 6,987
Restricted cash 155 155
Accounts receivable, net 14,760 13,205
Inventories 2,809 2,187
Prepaid expense and other current assets 1,717 1,801
Total Current Assets 25,606 24,335
Property and equipment, net 3,716 3,646
Goodwill 23,379 23,379
Intangible assets, net 11,528 12,415
Other assets 400 88
Total Assets 64,629 63,863
Liabilities, Current [Abstract]    
Accounts payable and accrued liabilities 27,050 26,953
Accrued royalties 12,729 10,862
Notes payable, current portion 691 692
Deferred revenue 675 728
Senior secured line of credit 7,000 7,000
Derivative liabilities 0 607
Total Current Liabilities 48,145 46,842
Notes payable, net 601 771
Other long-term liabilities 8,934 9,354
Deferred income taxes 339 339
Total Liabilities 58,019 57,306
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 June 30, 2024 and March 31, 2024, respectively 0 4,962
Stockholders’ Equity (Deficit)    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 12,797 and 18,814 shares issued and outstanding as of June 30, 2024 and March 31, 2024, respectively 12,797 18,814
Common stock, $0.001 par value; 500,000,000 shares authorized; 94,578,077 and 88,627,420 shares issued and outstanding, net of treasury shares, respectively 98 92
Additional paid in capital 229,674 216,116
Treasury stock (5,531) (4,782)
Accumulated deficit (240,847) (238,984)
Total LiveOne's Stockholders’ Deficit (3,809) (8,744)
Non-controlling interest 10,419 10,339
Total equity 6,610 1,595
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) $ 64,629 $ 63,863
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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 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, outstanding (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) 12,797 18,814
Preferred stock, outstanding (in shares) 12,797 18,814
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 500,000,000 500,000,000
Common stock, issued (in shares) 94,578,077 88,627,420
Common stock, outstanding (in shares) 94,578,077 88,627,420
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue: $ 33,078 $ 27,767
Operating expenses:    
Cost of sales 25,087 19,563
Sales and marketing 1,431 1,904
Product development 1,071 1,246
General and administrative 5,505 5,063
Impairment of intangible assets 176 0
Amortization of intangible assets 592 246
Total operating expenses 33,862 28,022
Loss from operations (784) (255)
Other income (expense):    
Interest expense, net (859) (1,418)
Other income 135 1,237
Total other expense, net (724) (181)
Loss before provision for income taxes (1,508) (436)
Provision for income taxes 49 79
Net loss (1,557) (515)
Net loss attributable to non-controlling interest (388) 0
Net loss attributed to LiveOne $ (1,169) $ (515)
Net loss per share – basic and diluted (in dollars per share) $ (0.02) $ (0.01)
Weighted average common shares – basic and diluted (in shares) 94,419,692 86,895,208
v3.24.2.u1
Condensed Consolidated Statement of Stockholders' Equity (Deficit) and Mezzanine Equity (Unaudited) - 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 0 0   0 0 0 0 0 0
Issuance of Series A preferred stock $ 0 $ 0 $ 5,000         $ 0  
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         0 0 0 $ (1,013) $ (1,013)
Treasury stock purchases (in shares)               (694,315) (694,315)
Net loss                 $ (515)
Dividends on Series A preferred stock 0 0   0   (626) 0 $ 0 (626)
Net income $ 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)
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
Issuance of Series A preferred stock (in shares) 0 378 0         0  
Issuance of Series A preferred stock $ 0 $ 378   0 0   0 $ 0 0
Issuance of 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
Treasury stock purchases         0 0 0 $ (749) $ (749)
Treasury stock purchases (in shares)               (402,593) (402,593)
Net loss $ 0 $ 0   0   (1,169) (388) $ 0 $ (1,557)
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
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities:    
Net loss $ (1,557) $ (515)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 1,412 1,055
Stock-based compensation 1,616 877
Amortization of debt discount 0 986
Change in fair value of bifurcated embedded derivatives (607) (826)
Provision for credit loss (50) 0
Impairment of intangible assets 176 0
Changes in operating assets and liabilities:    
Accounts receivable (1,505) (2,339)
Prepaid expenses and other current assets (255) (285)
Inventories 84 150
Other assets (312) 124
Deferred revenue (52) (23)
Accounts payable and accrued liabilities 904 1,715
Accrued royalties 1,350 302
Other liabilities 138 0
Net cash provided by operating activities 1,342 1,221
Cash Flows from Investing Activities:    
Purchases of property and equipment (736) (627)
Net cash used in investing activities (736) (627)
Cash Flows from Financing Activities:    
Payment on PodcastOne bridge loan 0 (3,000)
Payment of dividends (509) 0
Repayment on notes payable (170) 0
Purchase of treasury stock (749) (1,013)
Net cash used in financing activities (1,428) (4,013)
Net change in cash, cash equivalents and restricted cash (822) (3,419)
Cash, cash equivalents and restricted cash, beginning of period 7,142 8,649
Cash, cash equivalents and restricted cash, end of period 6,320 5,230
Supplemental disclosure of cash flow information:    
Cash paid for income taxes 0 0
Cash paid for interest 196 125
Supplemental disclosure of non-cash investing and financing activities:    
Shares issued for prepaid expenses 366 0
Fair value of shares issued to settle accrued stock to be issued at period end 220 0
Purchase of intangible assets accrued for at period end 118 0
Stock compensation expense capitalized as internally-developed software $ 155 $ 3
v3.24.2.u1
Note 1 - Organization and Basis of Presentation
 3 Months Ended
Jun. 30, 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 months ended June 30, 2024. The results for the three months ended June 30, 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 $6.3 million as of June 30, 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 $1.6 million for the three months ended June 30, 2024, and provided cash of $1.3 million in operating activities for the three months ended June 30, 2024 and had a working capital deficiency of $22.5 million as of June 30, 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 “New Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022. Under the New Shelf S-3, the Company has the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments. In May 2024, the Company entered into a Sales Agreement with Roth Capital Partners, LLC ("Roth Capital"), under which the Company  may 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.

 
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Note 2 - Summary of Significant Accounting Policies
 3 Months Ended
Jun. 30, 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 one 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. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Barter revenue for the three months ended  June 30, 2024 and 2023 was $6.0 million and $4.1 million, respectively.

 

Licensing Revenue

 

Licensing revenue primarily consists of sales of licensing rights to digitally stream the Company’s live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs. 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  June 30, 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 June 30, 2024 and 2023, the Company had 2,266,667 and 3,500,191 options outstanding, respectively, 1,706,292 and 1,670,965 restricted stock units outstanding, respectively, and 4,949,399 and none common stock warrants, respectively.

 

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

  

Three Months Ended

 

In thousands, except per share amounts

  June 30, 2024   June 30, 2023 

Net loss attributed to LiveOne

 $(1,169) $(515)

Deemed dividends upon redemption of Series A preferred stock

  (378)  - 

Dividends on Series A preferred stock

  (316)  - 

Net loss attributed to LiveOne

 $(1,863) $(515)

Basic and diluted weighted average number of shares outstanding

  94,419,692   86,895,208 

Shares used in computation of basic and diluted earnings per share

 $(0.02) $(0.01)

 

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 June 30, 2024 and March 31, 2024 (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $6,165  $6,987 

Restricted cash

  155   155 

Total cash and cash equivalents and restricted cash

 $6,320  $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 June 30, 2024 and March 31, 2024, the Company had restricted cash of $0.2 million 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 June 30, 2024, the Company had one customer that made up 29% of the total accounts receivable balance. At June 30, 2023, the Company had one customer that made up 35% of the total accounts receivable balance. 

 

The Company’s accounts receivable at June 30, 2024 and March 31, 2024 is as follows (in thousands):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $15,765  $14,260 

Less: Allowance for credit losses

  (1,005)  (1,055)

Accounts receivable, net

 $14,760  $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.

 

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.

 
v3.24.2.u1
Note 3 - Revenue
 3 Months Ended
Jun. 30, 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  June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended

 
  

June 30,

 
  

2024

  

2023

 

Revenue

        

Membership Services

 $18,850  $15,212 

Advertising

  13,074   10,783 

Merchandising

  1,154   1,740 

Sponsorship and Licensing

  -   29 

Ticket/Event

  -   3 

Total Revenue

 $33,078  $27,767 

 

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 June 30, 2024 and 2023, one customer accounted for 53% and 48% of the Company’s consolidated revenues, respectively. 

 

The following table summarizes the significant changes in the deferred revenue balances during the three months ended June 30, 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

  250 

Balance as of June 30, 2024

 $675 

  
v3.24.2.u1
Note 4 - Property and Equipment
 3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

Note 4 — Property and Equipment

 

The Company’s property and equipment at June 30, 2024 and  March 31, 2024 was as follows (in thousands):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $3,328  $6,564 

Furniture and fixtures

  561   556 

Leasehold improvements

  597   597 

Capitalized internally developed software

  18,990   18,109 

Total property and equipment

  23,476   25,826 

Less accumulated depreciation and amortization

  (19,760)  (22,180)

Total property and equipment, net

 $3,716  $3,646 

 

Depreciation expense was $0.8 million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively. During the three months ended June 30, 2024 the company disposed of $3.3 million  of equipment. with a corresponding write-off to accumulated depreciation

 
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets
 3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

Note 5 — Goodwill and Intangible Assets

 

Goodwill

 

The Company currently has three reporting units. The following table presents the changes in the carrying amount of goodwill for the three months ended June 30, 2024 (in thousands):

 

  

Goodwill

 

Balance as of March 31, 2024

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of June 30, 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 in the Company’s Audio Group segment for the three months ended June 30, 2024 (in thousands):

 

  

Tradenames

 

Balance as of March 31, 2024

 $4,637 

Acquisitions

  - 

Impairment losses

  - 

Balance as of June 30, 2024

 $4,637 

 

Finite-Lived Intangible Assets

 

The Company’s finite-lived intangible assets were as follows as of June 30, 2024 (in thousands):

 

  

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,325   3,041 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,787   1,920   1,867 

Domain names

  523   202   321 

Brand and trade names

  1,071   465   606 

Customer list

  2,673   1,617   1,056 

Total

 $39,271  $32,380  $6,891 

 

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, content creator relationships, domain names, tradename and customer list are generally three to 15 years, one to two years, two to five years, seven to ten years and three to four years, respectively.

 

The Company’s amortization expense on its finite-lived intangible assets was $0.6 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively. The Company recorded an impairment charge of $0.2 million and none for the three months ended June 30, 2024 and 2023, respectively. The impairment for the three months ended June 30, 2024 was the result of the winding down of a podcast show acquired by PodcastOne.

 

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 June 30, 2024 and March 31, 2024, the Company has capitalized $3.2 million of payments made to such third party. $1.8 million of the $3.2 million capitalized of payments made to such third party was paid with PodcastOne common stock.

 

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

 

For Years Ending March 31,

    

2025 (remaining nine months)

 $1,536 

2026

  1,762 

2027

  1,023 

2028

  508 

2029

  508 

Thereafter

  1,554 
  $6,891 

  
v3.24.2.u1
Note 6 - Accounts Payable and Accrued Liabilities
 3 Months Ended
Jun. 30, 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 June 30, 2024 and March 31, 2024 were as follows (in thousands):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accounts payable

 $14,338  $15,154 

Accrued liabilities

  12,712   11,708 

Lease liabilities, current

  -   91 
  $27,050  $26,953 

 
v3.24.2.u1
Note 7 - Notes Payable
 3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Notes Payable [Text Block]

Note 7 — Notes Payable

 

Notes payable at June 30, 2024 and March 31, 2024 were as follows (in thousands):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

SBA loan

 $159  $160 

Capchase loan

  1,133   1,303 
   1,292   1,463 

Less: Current portion of Notes payable

  (691)  (692)

Notes payable

 $601  $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 June 30, 2024, the Company was in compliance with covenants under the Capchase agreement.

 

Maturities of notes payables as of June 30, 2024 were as follows (in thousands):

 

 

For Years Ending March 31,

    

2025 (remaining nine months)

 $521 

2026

  627 

2027

  4 

2028

  4 

2029

  4 

Thereafter

  132 

Total

 $1,292 

 
v3.24.2.u1
Note 8 - PodcastOne Bridge Loan
 3 Months Ended
Jun. 30, 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 3,114,000 warrants with an exercise price of $3.00 per warrant per the warrant agreement.

 

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

 

  

July 15,

 
  

2022

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  88.88%

Risk-free interest rate

  3.02%

Simulated share price

 $5.33 

Exercise price

 $5.22 

 

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

 

  

September 8,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.10%

Risk-free interest rate

  4.43%

Simulated share price

 $4.39 

Exercise price

 $3.00 

 

  

March 31,

 
  

2023

 
     

Expected dividend yield

  -%

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Simulated share price

 $2.64 

Exercise price

 $2.64 

 

Total unrealized gains of $0.6 million for warrant liabilities accounted for as derivatives have been recorded in other expense for the three months ended June 30, 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 June 30, 2024, 3,114,000 warrants of PodcastOne remain outstanding and none have been exercised.

 

Redemption Features

 

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

 

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

 

  

March 31,

 
  

2023

 
     

Simulations

  100,000 

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Conversion price

 $2.54 

Stock price

 $2.64 

 

The fair value of the Redemption Liability was $0.6 million at June 30, 2023. As of June 30, 2024 the Redemption Liability was eliminated as the PC1 Bridge Loan notes were converted into common stock, therefore the derivative component was cancelled.  The $0.6 million change in the fair value of the Redemption Liability derivative as of June 30, 2023 was recorded as an unrealized gain and included in other income in the interim unaudited accompanying condensed consolidated statements of operations for the three months ended June 30, 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  months ended June 30, 2023 was $0.6 million.

 

Interest expense with respect to the PC1 Bridge Loan for the three months ended June 30, 2023 was $0.1 million. There are no restrictive operational covenants associated with the PC1 Bridge Loan.

 

During the three months ended June 30, 2023, PodcastOne redeemed $3.0 million of the PC1 Notes held by third-party holders (other than the Company). At June 30, 2024, all of the PC1 Notes and accrued interest therein have been converted in full in connection with the Spin-Out.

 
v3.24.2.u1
Note 9 - Senior Secured Line of Credit
 3 Months Ended
Jun. 30, 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 "Former 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 Former Business Loan Agreement, the Company entered into a Promissory Note with the Senior Lender and established the revolving line of credit in the amount of $7.0 million (the “Revolving Credit Facility”), maturing on June 2, 2023.

 

In July 2022, the Company extended the maturity date of its revolving credit facility to June 2024 and its variable interest rate was increased to 2.5%. The Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate, plus 2.5%. The interest rate for the period ended June 30, 2024 was 11.00%.

 

The principal balance under the Revolving Credit Facility as of June 30, 2024 was $7.0 million. The Company recorded interest expense of $0.3 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively. As of June 30, 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 “New Business Loan Agreement”) with the Senior Lender, to convert the Company’s revolving credit facility with the Senior Lender into an assets backed loan credit facility with the Senior Lender, which shall continue to be collateralized by a first lien on all of the assets of the Company and its subsidiaries (the “ABL Credit Facility”). The New Business Loan Agreement provides the Company with borrowing capacity of up to the Borrowing Base (as defined in the Business Loan Agreement). Pursuant to the New Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum deposit with the Senior Lender was reduced from $8,000,000 to $5,000,000.

 

On  May 31, 2024, the Company was granted an extension of 90 days on the maturity date, therefore the Revolving Credit Facility will mature in  September 2024.

 

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

 

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

 

The principal balance under the ABL Credit Facility as of June 30, 2024 was $7.0 million, respectively. The Company recorded interest expense of $0.2 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively. The Company was in compliance with all debt covenants associated with the ABL Credit Facility as of June 30, 2024.

  
v3.24.2.u1
Note 10 - Related Party Transactions
 3 Months Ended
Jun. 30, 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 June 30, 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 three months ended June 30, 2024 and the year ended  March 31, 2024, the Company received 200,000 and 159,333 shares of PodcastOne Common stock with a fair value of $0.4 million $0.3 million, respectively, in exchange for amounts owed under a cost sharing arrangement between PodcastOne and the Company.

 

During the three months ended June 30, 2024 and 2023, the Company issue or reserved 46,113 and 149,496 shares of common stock with a value of $0.1 million and $0.2 million to a relative of the CEO for services performed, respectively.

 
v3.24.2.u1
Note 11 - Leases
 3 Months Ended
Jun. 30, 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.

 

The Company leases several office locations with lease terms that are less than 12 months or are on month to month terms. Rent expense for these leases totaled less than $0.1 million for the three months ended June 30, 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 during each of the three months ended June 30, 2024 and 2023, respectively. 

 

Operating lease costs for the three months ended June 30, 2024 and 2023 consisted of the following (in thousands):

 

  

Three Months Ended

  

Three Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

 

Fixed rent cost

 $155  $159 

Short term lease cost

  67   48 

Total operating lease cost

 $222  $207 

 

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

 

  

June 30,

  

March 31,

 

Operating leases

 

2024

  

2024

 

Operating lease right-of-use assets

 $-  $88 
         

Operating lease liability, current

 $-  $91 

Operating lease liability, noncurrent

  -   - 

Total operating lease liabilities

 $-  $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.

 

 
v3.24.2.u1
Note 12 - Other Long-term Liabilities
 3 Months Ended
Jun. 30, 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):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accrued royalties

 $6,991  $7,508 

Accrued sales tax

  1,842   1,706 

Other long-term liabilities

  101   140 

Total other long-term liabilities

 $8,934  $9,354 

 

The Company classified $7.0 million and $7.5 million of accrued royalties into long term based on contractual arrangements with the royalty holders as of June 30, 2024 and March 31, 2024, respectively. 

 
v3.24.2.u1
Note 13 - Commitments and Contingencies
 3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 13 — Commitments and Contingencies

 

Contractual Obligations

 

As of  June 30, 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: $6.0 million for the fiscal year ending  March 31, 2025, $0.6 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 June 30, 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 June 30, 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 June 30, 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  June 30, 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 three months ended June 30, 2023, 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.

 

On February 23, 2023, Cherri Bell filed a complaint in the Superior Court of the State of California, County of Los Angeles against the PodcastOne Sales, LiveOne and Mr. Kit Gray, the Company’s President. The complaint alleges several causes of action allegedly arising out of plaintiff’s employment with PodcastOne Sales, including claims for retaliation in violation of California Labor Code §1102.5, wrongful termination in violation of public policy and intentional infliction of emotional distress. Plaintiff is seeking damages, which shall be determined at trial, if any, plus interest, attorneys’ fees and costs and other such relief as the court may award. The defendants have denied plaintiffs’ claims, and the Company believes that the allegations are without merit and that the defendants have strong defenses. The Company intends to vigorously defend all defendants against any liability to the plaintiff. The defendants have also filed a motion to compel arbitration in this matter. As of the date of this filing, while the Company has assessed that the likelihood of a loss, if any, is not probable, the outcome of this lawsuit is inherently uncertain and the potential range of loss could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

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.

 
v3.24.2.u1
Note 14 - Employee Benefit Plan
 3 Months Ended
Jun. 30, 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 month periods ended June 30, 2024 and 2023.
v3.24.2.u1
Note 15 - Stockholders' Deficit
 3 Months Ended
Jun. 30, 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 402,593 and 694,315 shares of its common stock under the stock repurchase program for the three months ended June 30, 2024 and 2023 for a total of $0.7 million and $1.0 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 may, at its option (the “Optional Redemption Right”), on or before the Mandatory Redemption Date (as defined herein), purchase up to $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (the “Redemption Price”). The Company 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 three months ended June 30, 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.

 

The change in fair value of the embedded derivative included in the statement of earnings was a loss of $0.5 million for the three months ended June 30, 2023.

 

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 three months ended June 30, 2024 and 2023, the Company issued 378 and no shares of its Series A Preferred Stock as a dividend in accordance with terms of the Certificate of Designation.

 

2016 Equity Incentive Plan

 

The Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”) which reserved a total of 12,600,000 shares of the Company’s common stock for issuance. On September 17, 2020, our stockholders approved the amendment to the 2016 Plan to increase the number of shares available for issuance under the plan by 5,000,000 shares increasing the total up to 17,600,000 shares which the Company formally increased on 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 $1.7 million and $0.9 million during the three months ended June 30, 2024 and 2023, respectively. The total tax benefit recognized related to share-based compensation expense was none for the three months ended June 30, 2024 and 2023

 

PodcastOne 2022 Equity Plan

 

On December 15, 2022, the PodcastOne’s board of directors and the Company as the sole stockholder, through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., approved PodcastOne’s 2022 Equity Incentive Plan (the “2022 Plan”) which reserved a total of 2,000,000 shares of PodcastOne’s common stock for issuance. Incentive awards authorized under the 2022 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to PodcastOne in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2022 Plan.

 

As of June 30, 2024, PodcastOne has granted incentive awards underlying 879,060 shares of PodcastOne's common stock under the 2022 Plan with a fair value of $3.64 per share. 40,625 of the awards had vested or have been forfeited as of June 30, 2024. As of June 30, 2024, PodcastOne recognized $0.1 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $1.0 million, which is expected to be recognized over a weighted-average service period of 0.78 years.

 

Non- Controlling  Interest

 

On September 8, 2023, the Company completed its spin out of PodcastOne from the Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out"), as a result 4.3 million shares of PodcastOne common stock were issued to holders outside of the Company resulting in a non-controlling interest in the company of 21.64%. The stock dividend of 4.3 million shares was a non-reciprocal transfer between PodcastOne and non-LiveOne shareholders. As a result, the transaction was recorded as a change in non-controlling interest under ASC 810, which resulted in an increase to non-controlling interest of $ $1.5 million. Subsequent to the Spin-Out, PodcastOne issued an additional 3.2 million shares to non-LVO holders primarily from the conversion of the PC1 Bridge Loan which resulted in a non-controlling interest of 26.50%, resulting in an increase of $2.5 million to non-controlling interest within the accompanying condensed consolidated statement of stockholders' deficit and mezzanine equity during the year ended March 31, 2024. In addition, as a result of the completion of the Spin-Out and the PodcastOne shares being publicly traded, the variability in the terms of the warrants issued with the PC1 Bridge Loan was resolved so that the warrants issued in PodcastOne common stock were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million during the year ended March 31, 2024. The Company had a non-controlling interest of 28.0% as of June 30, 2024.

 
v3.24.2.u1
Note 16 - Business Segments and Geographic Reporting
 3 Months Ended
Jun. 30, 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 consist of the Company's PodcastOne and Slacker subsidiaries and the Media Group consist of the Company's remaining subsidiaries. As a result of the Spin-Out of PodcastOne, the Company’s chief operating decision maker (“CODM”) began to make decisions and allocate resources based on three operating segments of the business (PodcastOne, Slacker and Media group). The Company’s reporting segments reflects the manner in which its CODM reviews results and allocates resources. The CODM reviews operating segment performance exclusive of share-based compensation expense, amortization of intangible assets, depreciation, and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and certain other non-cash charges. As a result, the segment information for the prior periods has been recast to conform with the current period presentation.

 

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

 

Customers

 

The Company has one external customer that accounts for more than 10% of its revenue and accounts receivable. Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $17.5 million and $13.3 million for the three months ended  June 30, 2024 and 2023, respectively. Total receivables from the OEM were 35% and 29% of total accounts receivable as of June 30, 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, $3.0 million in Slacker and $0.4 million is attributed to our Media Operations. 

 

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

 

The following table presents the results of operations for our reportable segments for the three months ended June 30, 2024 and 2023: 

 

  

Three months ended

 
  

June 30, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $13,159  $18,704  $1,215  $-  $33,078 

Net income (loss)

 $(1,366) $3,352  $(1,391) $(2,152) $(1,557)

 

  

Three months ended

 
  

June 30, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $10,637  $15,076  $2,054  $-  $27,767 

Net income (loss)

 $(210) $3,384  $(848) $(2,841) $(515)

 

Geographic Information

 

All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States.

  
v3.24.2.u1
Note 17 - Fair Value Measurements
 3 Months Ended
Jun. 30, 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 June 30, 2024

 $- 

 

 
v3.24.2.u1
Note 18 - Subsequent Events
 3 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18 — Subsequent Events

 

Shares Repurchase

 

Subsequent to  June 30, 2024 and as of August 13, 2024, the Company repurchased 141,054 shares of its common stock at an average price of $1.60 per share. 

 
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5. Other Information.

 

None.

 
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Significant Accounting Policies (Policies)
 3 Months Ended
Jun. 30, 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 one 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. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Barter revenue for the three months ended  June 30, 2024 and 2023 was $6.0 million and $4.1 million, respectively.

 

Licensing Revenue

 

Licensing revenue primarily consists of sales of licensing rights to digitally stream the Company’s live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs. 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  June 30, 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 June 30, 2024 and 2023, the Company had 2,266,667 and 3,500,191 options outstanding, respectively, 1,706,292 and 1,670,965 restricted stock units outstanding, respectively, and 4,949,399 and none common stock warrants, respectively.

 

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

  

Three Months Ended

 

In thousands, except per share amounts

  June 30, 2024   June 30, 2023 

Net loss attributed to LiveOne

 $(1,169) $(515)

Deemed dividends upon redemption of Series A preferred stock

  (378)  - 

Dividends on Series A preferred stock

  (316)  - 

Net loss attributed to LiveOne

 $(1,863) $(515)

Basic and diluted weighted average number of shares outstanding

  94,419,692   86,895,208 

Shares used in computation of basic and diluted earnings per share

 $(0.02) $(0.01)

 
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 June 30, 2024 and March 31, 2024 (in thousands):

 

  

June 30, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $6,165  $6,987 

Restricted cash

  155   155 

Total cash and cash equivalents and restricted cash

 $6,320  $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 June 30, 2024 and March 31, 2024, the Company had restricted cash of $0.2 million 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 June 30, 2024, the Company had one customer that made up 29% of the total accounts receivable balance. At June 30, 2023, the Company had one customer that made up 35% of the total accounts receivable balance. 

 

The Company’s accounts receivable at June 30, 2024 and March 31, 2024 is as follows (in thousands):

 

  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $15,765  $14,260 

Less: Allowance for credit losses

  (1,005)  (1,055)

Accounts receivable, net

 $14,760  $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.

 
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.

 
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
    
  

Three Months Ended

  

Three Months Ended

 

In thousands, except per share amounts

  June 30, 2024   June 30, 2023 

Net loss attributed to LiveOne

 $(1,169) $(515)

Deemed dividends upon redemption of Series A preferred stock

  (378)  - 

Dividends on Series A preferred stock

  (316)  - 

Net loss attributed to LiveOne

 $(1,863) $(515)

Basic and diluted weighted average number of shares outstanding

  94,419,692   86,895,208 

Shares used in computation of basic and diluted earnings per share

 $(0.02) $(0.01)
Schedule of Cash and Cash Equivalents [Table Text Block]
  

June 30, 2024

  

March 31, 2024

 

Cash and cash equivalents

 $6,165  $6,987 

Restricted cash

  155   155 

Total cash and cash equivalents and restricted cash

 $6,320  $7,142 
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accounts receivable, gross

 $15,765  $14,260 

Less: Allowance for credit losses

  (1,005)  (1,055)

Accounts receivable, net

 $14,760  $13,205 
v3.24.2.u1
Note 3 - Revenue (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended

 
  

June 30,

 
  

2024

  

2023

 

Revenue

        

Membership Services

 $18,850  $15,212 

Advertising

  13,074   10,783 

Merchandising

  1,154   1,740 

Sponsorship and Licensing

  -   29 

Ticket/Event

  -   3 

Total Revenue

 $33,078  $27,767 
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

  250 

Balance as of June 30, 2024

 $675 
v3.24.2.u1
Note 4 - Property and Equipment (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

June 30,

  

March 31,

 
  

2024

  

2024

 

Property and equipment, net

        

Computer, machinery, and software equipment

 $3,328  $6,564 

Furniture and fixtures

  561   556 

Leasehold improvements

  597   597 

Capitalized internally developed software

  18,990   18,109 

Total property and equipment

  23,476   25,826 

Less accumulated depreciation and amortization

  (19,760)  (22,180)

Total property and equipment, net

 $3,716  $3,646 
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]
  

Goodwill

 

Balance as of March 31, 2024

 $23,379 

Acquisitions

  - 

Impairment losses

  - 

Balance as of June 30, 2024

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

Tradenames

 

Balance as of March 31, 2024

 $4,637 

Acquisitions

  - 

Impairment losses

  - 

Balance as of June 30, 2024

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

Gross

      

Net

 
  

Carrying

  

Accumulated

  

Carrying

 
  

Value

  

Amortization

  

Value

 

Software

 $19,281  $19,281  $- 

Intellectual property (patents)

  5,366   2,325   3,041 

Customer relationships

  6,570   6,570   - 

Content creator relationships

  3,787   1,920   1,867 

Domain names

  523   202   321 

Brand and trade names

  1,071   465   606 

Customer list

  2,673   1,617   1,056 

Total

 $39,271  $32,380  $6,891 
  

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 nine months)

 $1,536 

2026

  1,762 

2027

  1,023 

2028

  508 

2029

  508 

Thereafter

  1,554 
  $6,891 
v3.24.2.u1
Note 6 - Accounts Payable and Accrued Liabilities (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accounts payable

 $14,338  $15,154 

Accrued liabilities

  12,712   11,708 

Lease liabilities, current

  -   91 
  $27,050  $26,953 
v3.24.2.u1
Note 7 - Notes Payable (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

June 30,

  

March 31,

 
  

2024

  

2024

 

SBA loan

 $159  $160 

Capchase loan

  1,133   1,303 
   1,292   1,463 

Less: Current portion of Notes payable

  (691)  (692)

Notes payable

 $601  $771 
Schedule of Maturities of Long-Term Debt [Table Text Block]

For Years Ending March 31,

    

2025 (remaining nine months)

 $521 

2026

  627 

2027

  4 

2028

  4 

2029

  4 

Thereafter

  132 

Total

 $1,292 
v3.24.2.u1
Note 8 - PodcastOne Bridge Loan (Tables)
 3 Months Ended
Jun. 30, 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 
  

March 31,

 
  

2023

 
     

Simulations

  100,000 

Expected stock-price volatility

  71.50%

Risk-free interest rate

  4.86%

Conversion price

 $2.54 

Stock price

 $2.64 
v3.24.2.u1
Note 11 - Leases (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Lease, Cost [Table Text Block]
  

Three Months Ended

  

Three Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

 

Fixed rent cost

 $155  $159 

Short term lease cost

  67   48 

Total operating lease cost

 $222  $207 
  

June 30,

  

March 31,

 

Operating leases

 

2024

  

2024

 

Operating lease right-of-use assets

 $-  $88 
         

Operating lease liability, current

 $-  $91 

Operating lease liability, noncurrent

  -   - 

Total operating lease liabilities

 $-  $91 
v3.24.2.u1
Note 12 - Other Long-term Liabilities (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Other Liabilities [Table Text Block]
  

June 30,

  

March 31,

 
  

2024

  

2024

 

Accrued royalties

 $6,991  $7,508 

Accrued sales tax

  1,842   1,706 

Other long-term liabilities

  101   140 

Total other long-term liabilities

 $8,934  $9,354 
v3.24.2.u1
Note 16 - Business Segments and Geographic Reporting (Tables)
 3 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three months ended

 
  

June 30, 2024

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $13,159  $18,704  $1,215  $-  $33,078 

Net income (loss)

 $(1,366) $3,352  $(1,391) $(2,152) $(1,557)
  

Three months ended

 
  

June 30, 2023

 
              

Corporate

     
  

PodcastOne

  

Slacker

  

Media

  

expenses

  

Total

 
                     

Revenue

 $10,637  $15,076  $2,054  $-  $27,767 

Net income (loss)

 $(210) $3,384  $(848) $(2,841) $(515)
v3.24.2.u1
Note 17 - Fair Value Measurements (Tables)
 3 Months Ended
Jun. 30, 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 June 30, 2024

 $- 
v3.24.2.u1
Note 1 - Organization and Basis of Presentation (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
May 14, 2024
Mar. 31, 2024
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 6,320     $ 7,142
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest (1,557) $ (515)    
Net Cash Provided by (Used in) Operating Activities 1,342 $ 1,221    
Working Capital (22,500)      
Potential Financing Amount $ 150,000      
Roth Capital [Member]        
Sale of Stocks, Maximum Amount Authorized to Sell     $ 25,000  
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies (Details Textual)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
shares
Mar. 31, 2024
USD ($)
Revenue from Contract with Customer, Excluding Assessed Tax $ 33,078 $ 27,767  
Customer Refund Liability, Current $ 100   $ 100
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | shares 2,266,667 3,500,191  
Restricted Cash, Current $ 155   $ 155
Customer Concentration Risk [Member] | Accounts Receivable [Member]      
Number of Major Customers 1 1  
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]      
Concentration Risk, Percentage 29.00% 35.00%  
Common Stock Warrants [Member]      
Class of Warrant or Right, Outstanding (in shares) | shares 4,949,399 0  
Restricted Stock Units (RSUs) [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number (in shares) | shares 1,706,292 1,670,965  
Barter Transactions [Member]      
Revenue from Contract with Customer, Excluding Assessed Tax $ 6,000 $ 4,100  
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Net loss attributed to LiveOne $ (1,169) $ (515)
Deemed dividends upon redemption of Series A preferred stock (378) 0
Dividends on Series A preferred stock (316) 0
Net loss attributed to LiveOne $ (1,863) $ (515)
Basic and diluted weighted average number of shares outstanding (in shares) 94,419,692 86,895,208
Shares used in computation of basic and diluted earnings per share (in dollars per share) $ (0.02) $ (0.01)
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Cash and cash equivalents $ 6,165 $ 6,987
Restricted cash 155 155
Total cash and cash equivalents and restricted cash $ 6,320 $ 7,142
v3.24.2.u1
Note 2 - Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accounts receivable, gross $ 15,765 $ 14,260
Less: Allowance for credit losses (1,005) (1,055)
Accounts receivable, net $ 14,760 $ 13,205
v3.24.2.u1
Note 3 - Revenue (Details Textual) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Number of Major Customers 1 1
One Customer [Member]    
Concentration Risk, Percentage 53.00% 48.00%
v3.24.2.u1
Note 3 - Revenue - Disaggregation of Revenues (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Total Revenue $ 33,078 $ 27,767
Membership Services [Member]    
Total Revenue 18,850 15,212
Advertising [Member]    
Total Revenue 13,074 10,783
Merchandising Revenue [Member]    
Total Revenue 1,154 1,740
Sponsorship and Licensing [Member]    
Total Revenue 0 29
Ticket or Event Revenue [Member]    
Total Revenue $ 0 $ 3
v3.24.2.u1
Note 3 - Revenue - Schedule of Deferred Revenue (Details)
$ in Thousands
 3 Months Ended
Jun. 30, 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 250
Balance $ 675
v3.24.2.u1
Note 4 - Property and Equipment (Details Textual) - USD ($)
$ in Millions
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Depreciation $ 0.8 $ 0.8
Equipment [Member]    
Property, Plant and Equipment, Disposals $ 3.3  
v3.24.2.u1
Note 4 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Total property and equipment $ 23,476 $ 25,826
Less accumulated depreciation and amortization (19,760) (22,180)
Total property and equipment, net 3,716 3,646
Computer Equipment [Member]    
Total property and equipment 3,328 6,564
Furniture and Fixtures [Member]    
Total property and equipment 561 556
Leasehold Improvements [Member]    
Total property and equipment 597 597
Software and Software Development Costs [Member]    
Total property and equipment $ 18,990 $ 18,109
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Sep. 30, 2023
Amortization of Intangible Assets $ 592 $ 246    
Impairment of Intangible Assets (Excluding Goodwill) 176 $ 0    
Intangible Assets, Net (Excluding Goodwill) 11,528   $ 12,415  
Cost Capitalized to Content Creator Relationship Intangibles [Member]        
Shares Issued, Price Per Share (in dollars per share)       $ 8
Intangible Assets, Net (Excluding Goodwill) 3,200   $ 3,200  
Payments for Capitalized Prepayments With Stock $ 1,800      
Patents [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 3 years      
Patents [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 15 years      
Content Creator Relationships [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 1 year      
Content Creator Relationships [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 2 years      
Domain Names [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 2 years      
Domain Names [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 5 years      
Trade Names [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 7 years      
Trade Names [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 10 years      
Customer Lists [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 3 years      
Customer Lists [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 4 years      
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
USD ($)
Balance $ 23,379
Acquisitions 0
Impairment losses 0
Balance $ 23,379
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets - Schedule of Indefinite Lived Intangible Assets (Details) - Trade Names [Member]
$ in Thousands
 3 Months Ended
Jun. 30, 2024
USD ($)
Balance $ 4,637
Acquisitions 0
Impairment losses 0
Balance $ 4,637
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Finite lived intangible assets, gross $ 39,271 $ 39,566
Finite lived intangible assets, accumulated amortization 32,380 31,788
Finite lived intangible assets, net 6,891 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 2,325 2,236
Finite lived intangible assets, net 3,041 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 3,787 4,082
Finite lived intangible assets, accumulated amortization 1,920 1,568
Finite lived intangible assets, net 1,867 2,514
Domain Names [Member]    
Finite lived intangible assets, gross 523 523
Finite lived intangible assets, accumulated amortization 202 190
Finite lived intangible assets, net 321 333
Trade Names [Member]    
Finite lived intangible assets, gross 1,071 1,071
Finite lived intangible assets, accumulated amortization 465 439
Finite lived intangible assets, net 606 632
Customer Lists [Member]    
Finite lived intangible assets, gross 2,673 2,673
Finite lived intangible assets, accumulated amortization 1,617 1,504
Finite lived intangible assets, net $ 1,056 $ 1,169
v3.24.2.u1
Note 5 - Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
2025 (remaining nine months) $ 1,536  
2026 1,762  
2027 1,023  
2028 508  
2029 508  
Thereafter 1,554  
Finite-Lived Intangible Assets, Net $ 6,891 $ 7,778
v3.24.2.u1
Note 6 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accounts payable $ 14,338 $ 15,154
Accrued liabilities 12,712 11,708
Lease liabilities, current 0 91
Accounts Payable and Other Accrued Liabilities, Current $ 27,050 $ 26,953
v3.24.2.u1
Note 7 - Notes Payable (Details Textual) - USD ($)
 1 Months Ended
Jun. 17, 2020
Aug. 31, 2023
Jul. 31, 2022
Revolving Credit Facility [Member]      
Debt Instrument, Interest Rate, Stated Percentage     2.50%
Capchase [Member] | Subordinated Debt [Member] | Revolving Credit Facility [Member]      
Debt Instrument, Interest Rate, Stated Percentage   9.00%  
Debt Instrument, Face Amount   $ 1,700,000  
Debt Instrument, Periodic Payment   $ 73,100  
SBA Loan [Member]      
Proceeds from Notes Payable $ 200,000    
Debt Instrument, Term (Year) 30 years    
Debt Instrument, Interest Rate, Stated Percentage 3.75%    
v3.24.2.u1
Note 7 - Notes Payable - Schedule of Notes Payable (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Total notes payable $ 1,292 $ 1,463
Less: Current portion of Notes payable (691) (692)
Notes payable 601 771
SBA Loan [Member]    
Total notes payable 159 160
Capchase [Member]    
Total notes payable $ 1,133 $ 1,303
v3.24.2.u1
Note 7 - Notes Payable - Maturities of Note Payable (Details) - Notes Payable, Other Payables [Member]
$ in Thousands
Jun. 30, 2024
USD ($)
2025 (remaining nine months) $ 521
2026 627
2027 4
2028 4
2029 4
Thereafter 132
Total $ 1,292
v3.24.2.u1
Note 8 - PodcastOne Bridge Loan (Details Textual) - USD ($)
 3 Months Ended
Sep. 08, 2023
Jul. 15, 2022
Jun. 30, 2023
Jun. 30, 2024
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    
Redemption Liability [Member]              
Derivative Liability, Subject to Master Netting Arrangement, before Offset     $ 600,000        
Derivative Liability, Subject to Master Netting Arrangement, after Offset           $ 2,800,000  
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) 3,114,000     3,114,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) $ 3            
Fair Value Adjustment of Warrants     (600,000)        
PC1 Note Warrants [Member] | Redeemed Prior to Initial Maturity [Member]              
Warrant and Rights Outstanding, Monte Carlo Simulation Weights       65.00%      
PC1 Note Warrants [Member] | Redemption at Initial Maturity [Member]              
Warrant and Rights Outstanding, Monte Carlo Simulation Weights       25.00%      
PC1 Note Warrants [Member] | Redemption After the Initial Maturity [Member]              
Warrant and Rights Outstanding, Monte Carlo Simulation Weights       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        
Repayments of Debt     $ 3,000,000        
PC1 Notes [Member] | Conversion of Debt Upon Completing a Qualified Event [Member]              
Debt Conversion, Converted Instrument, Amount $ 7,020,000.00            
Debt Conversion, Converted Instrument, Shares Issued (in shares) 2,341,000            
PC1 Notes [Member] | Intersegment Eliminations [Member]              
Bridge Loan             $ 3,000,000
PC1 Notes [Member] | Other Note Holders [Member]              
Debt Instrument, Prepayment Costs   1,000,000          
PC1 Notes [Member] | Reg St Redemption [Member]              
Debt Instrument, Prepayment Costs   $ 2,000,000          
v3.24.2.u1
Note 8 - PodcastOne Bridge Loan - Monte Carlo Assumptions (Details)
Sep. 08, 2023
Mar. 31, 2023
Jul. 15, 2022
Redemption Liability [Member]      
Simulations   100,000  
Measurement Input, Price Volatility [Member] | Redemption Liability [Member]      
Measurement input   0.715  
Measurement Input, Risk Free Interest Rate [Member] | Redemption Liability [Member]      
Measurement input   0.0486  
Measurement Input, Share Price [Member] | Redemption Liability [Member]      
Measurement input   2.64  
Measurement Input, Conversion Price [Member] | Redemption Liability [Member]      
Measurement input   2.54  
PC1 Note Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]      
Warrants, measurement input 0 0 0
PC1 Note Warrants [Member] | Measurement Input, Price Volatility [Member]      
Warrants, measurement input 0.711 0.715 0.8888
PC1 Note Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]      
Warrants, measurement input 0.0443 0.0486 0.0302
PC1 Note Warrants [Member] | Measurement Input, Share Price [Member]      
Warrants, measurement input 4.39 2.64 5.33
PC1 Note Warrants [Member] | Measurement Input, Exercise Price [Member]      
Warrants, measurement input 3 2.64 5.22
v3.24.2.u1
Note 9 - Senior Secured Line of Credit (Details Textual) - USD ($)
 3 Months Ended
Sep. 08, 2023
Jul. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Jul. 31, 2023
Jun. 02, 2021
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] Prime Rate [Member] Prime Rate [Member]        
Promissory Note [Member]            
Interest Expense, Operating and Nonoperating     $ 200,000 $ 200,000    
Debt Instrument, Face Amount           $ 7,000,000
Revolving Credit Facility [Member]            
Line of Credit Facility, Maximum Borrowing Capacity           $ 7,000,000
Debt Instrument, Interest Rate, Stated Percentage   2.50%        
Debt Instrument, Basis Spread on Variable Rate 2.50% 2.50%        
Line of Credit Facility, Interest Rate at Period End   11.00%        
Long-Term Line of Credit     7,000,000      
Interest Expense, Operating and Nonoperating     $ 300,000 $ 200,000    
Debt Instrument, Covenant, Deposits Held $ 5,000,000       $ 8,000,000  
Revolving Credit Facility [Member] | Minimum [Member]            
Line of Credit Facility, Interest Rate at Period End 7.00%          
v3.24.2.u1
Note 10 - Related Party Transactions (Details Textual) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Sep. 08, 2023
Jul. 31, 2023
Apr. 30, 2023
Feb. 28, 2023
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Preferred Stock, Shares Outstanding (in shares)         12,797   18,814
Common Stock, Shares, Outstanding (in shares)         94,578,077   88,627,420
Noncontrolling Interest, Increase from Subsidiary Equity Issuance            
Stock Issued During Period, Value, Issued for Services         $ 1,577 $ 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)         200,000   159,333
Noncontrolling Interest, Increase from Subsidiary Equity Issuance         $ 400   $ 300
Series A Preferred Stock [Member]              
Preferred Stock Dividends, Shares (in shares)         378 0  
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]              
Stock Issued During Period, Shares, Issued for Services (in shares)         0 0  
Noncontrolling Interest, Increase from Subsidiary Equity Issuance         $ 0    
Stock Issued During Period, Value, Issued for Services         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    
Stock Issued During Period, Value, Issued for Services         $ 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  
v3.24.2.u1
Note 11 - Leases (Details Textual)
$ in Millions
 3 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 22, 2020
ft²
Lessee, Operating Lease, Term of Contract (Year) 1 year    
Lessee, Operating Lease, Discount Rate 8.50%    
Leases Under 12 Months [Member]      
Operating Lease, Expense $ 0.1 $ 0.1  
Leases Over 12 Months [Member]      
Operating Lease, Expense $ 0.1 $ 0.1  
Addison, Illinois Manufacturing Facility [Member]      
Area of Real Estate Property (Square Foot) | ft²     55,120
v3.24.2.u1
Note 11 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Fixed rent cost $ 155 $ 159  
Short term lease cost 67 48  
Total operating lease cost 222 $ 207  
Operating lease right-of-use assets 0   $ 88
Lease liabilities, current 0   91
Operating lease liability, noncurrent 0   0
Total operating lease liabilities $ 0   $ 91
v3.24.2.u1
Note 11 - Leases - Lease Cost (Details) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Assets [Abstract]    
Property, Plant and Equipment, Net $ 3,716 $ 3,646
Liabilities, Current [Abstract]    
Accounts Payable and Accrued Liabilities, Current 27,050 26,953
Liabilities, Noncurrent [Abstract]    
Other Liabilities, Noncurrent $ 8,934 $ 9,354
v3.24.2.u1
Note 12 - Other Long-term Liabilities (Details Textual) - USD ($)
$ in Millions
Jun. 30, 2024
Mar. 31, 2024
Reclassification of Accrued Royalties to Long Term [Member]    
Accrued Royalties $ 7.0 $ 7.5
v3.24.2.u1
Note 12 - Other Long-term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Accrued royalties $ 6,991 $ 7,508
Accrued sales tax 1,842 1,706
Other long-term liabilities 101 140
Total other long-term liabilities $ 8,934 $ 9,354
v3.24.2.u1
Note 13 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Aug. 28, 2023
Aug. 04, 2022
Jun. 30, 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     6.0  
Other Commitment, to be Paid, Year One     0.6  
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      
v3.24.2.u1
Note 14 - Employee Benefit Plan (Details Textual)
 3 Months Ended
Jun. 30, 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%
v3.24.2.u1
Note 15 - Stockholders' Deficit (Details Textual) - USD ($)
 3 Months Ended 4 Months Ended 12 Months Ended
Apr. 01, 2024
Sep. 08, 2023
Sep. 17, 2020
Jun. 30, 2024
Jun. 30, 2023
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              
Common Stock, Shares Authorized (in shares)       500,000,000     500,000,000        
Common Stock, Par or Stated Value Per Share (in dollars per share)       $ 0.001     $ 0.001        
Preferred Stock, Shares Authorized (in shares)       10,000,000     10,000,000        
Preferred Stock, Par or Stated Value Per Share (in dollars per share)       $ 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)       402,593 694,315            
Treasury Stock, Value, Acquired, Cost Method       $ 749,000 $ 1,013,000            
Temporary Equity, Carrying Amount, Attributable to Parent       0     $ 4,962,000        
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net       607,000 826,000            
Preferred Stock, Value, Issued       12,797,000     18,814,000        
Stock Issued to Noncontrolling Owners (in shares)   4,300,000       3,200,000          
Noncontrolling Interest, Increase from Sale of Parent Equity Interest   $ 1,500,000         $ 2,500,000        
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%       26.50% 28.00%        
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       1,700,000 900,000            
Share-Based Payment Arrangement, Expense, Tax Benefit       0 $ 0            
Podcastone 2022 Equity Plan [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)               2,000,000      
Share-Based Payment Arrangement, Expense       $ 100,000              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)       879,060              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)       $ 3.64              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)       40,625              
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount       $ 1,000,000              
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)       9 months 10 days              
Common Stock [Member]                      
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              
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                    
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              
Preferred Stock, Dividend Rate, Percentage       12.00%              
Preferred Stock, Maximum Redemption Amount       $ 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              
Temporary Equity, Carrying Amount, Attributable to Parent       $ 5,000,000              
Embedded Derivative, Fair Value of Embedded Derivative Liability       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              
Embedded Derivative, Gain on Embedded Derivative       500,000              
Preferred Stock, Value, Issued       $ 16,200,000              
Preferred Stock Dividends, Shares (in shares)       378 0            
v3.24.2.u1
Note 16 - Business Segments and Geographic Reporting (Details Textual)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Number of Operating Segments 3  
Revenue from Contract with Customer, Excluding Assessed Tax $ 33,078 $ 27,767
PodastOne Segment [Member]    
Assets, Noncurrent 300  
Slacker [Member]    
Assets, Noncurrent 3,000  
Media Operations [Member]    
Assets, Noncurrent 400  
Original Equipment Manufacturer OEM [Member]    
Revenue from Contract with Customer, Excluding Assessed Tax $ 17,500 $ 13,300
Original Equipment Manufacturer OEM [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]    
Concentration Risk, Percentage 35.00% 29.00%
v3.24.2.u1
Note 16 - Business Segments and Geographic Reporting - Results of Operations by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 33,078 $ 27,767
Net loss (1,557) (515)
Operating Segments [Member] | PodcastOne [Member]    
Revenue 13,159 10,637
Net loss (1,366) (210)
Operating Segments [Member] | Slacker [Member]    
Revenue 18,704 15,076
Net loss 3,352 3,384
Operating Segments [Member] | Media Operations [Member]    
Revenue 1,215 2,054
Net loss (1,391) (848)
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]    
Revenue 0 0
Net loss $ (2,152) $ (2,841)
v3.24.2.u1
Note 17 - Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Jun. 30, 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
v3.24.2.u1
Note 17 - Fair Value Measurements - Reconciliation of Financial Liabilities Measured at Level (Details) - Fair Value, Recurring [Member]
$ in Thousands
 3 Months Ended
Jun. 30, 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)
v3.24.2.u1
Note 18 - Subsequent Events (Details Textual) - shares
 1 Months Ended 3 Months Ended
Aug. 12, 2024
Jun. 30, 2024
Jun. 30, 2023
Treasury Stock, Shares, Acquired (in shares)   402,593 694,315
Subsequent Event [Member]      
Treasury Stock, Shares, Acquired (in shares) 1.6