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Note 17 - Fair Value Measurements

6 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note 17 — Fair Value Measurements

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

		September 30, 2023
		Fair				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Assets:
Prepaid expenses - common stock issued subject to market adjustment at settlement		$	76			$	76			$	-			$	-
Total		$	76			$	76			$	-			$	-
Liabilities:
Bifurcated embedded derivative on Series A Preferred Stock		$	127			$	-			$	-			$	127
		$	127			$	-			$	-			$	127

		March 31, 2023
		Fair				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Assets:
Prepaid expenses - common stock issued subject to market adjustment at settlement		$	140			$	140			$	-			$	-
Total		$	140			$	140			$	-			$	-
Liabilities:
Contingent consideration liability from Gramophone acquisition		$	174			$	-			$	-			$	174
Warrant liability on PodcastOne bridge loan			1,860				-				-				1,860
Bifurcated embedded derivative on PodcastOne bridge loan			1,288				-				-				1,288
Bifurcated embedded derivative on Series A Preferred Stock			376				-				-				376
		$	3,698			$	-			$	-			$	3,698

The following table presents a reconciliation of the Company’s financial liabilities that are measured at Level 3 within the fair value hierarchy (in thousands):

		Amount
Balance as of March 31, 2023		$	3,698
Change in fair value of bifurcated embedded derivatives, reported in earnings			3,977
Conversion of embedded derivatives to equity			(1,478	)
Conversion of warrant liability to non-controlling interest			(5,896	)
Change in fair value of contingent consideration liabilities, reported in earnings			(174	)
Balance as of September 30, 2023		$	127

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

September 30, 2023

Carrying

Hierarchy Level

Value

Level 1

Level 2

Level 3

Liabilities:

PodcastOne bridge loan

$

-

$

-

$

-

$

-

		March 31, 2023
		Carrying				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Liabilities:
PodcastOne bridge loan		$	4,726			$	-			$	-			$	4,726

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- References

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- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2

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