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Note 20 - Fair Value Measurements | 12 Months Ended
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Mar. 31, 2024
Notes to Financial Statements |
Fair Value Disclosures [Text Block] | Note 20 — 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 |
|  | 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 April 1, 2022 |  | $ | 3,157 |
Embedded derivative and warrant issued in connection with PodcastOne bridge loan |  |  | 2,845 |
Embedded derivative and warrant issued in connection with Series A Preferred Stock |  |  | 173 |
Settlement of PodcastOne contingent consideration |  |  | (3,000 | )
Change in fair value of bifurcated embedded derivatives, reported in earnings |  |  | 523 |
Balance as of March 31, 2023 |  | $ | 3,698 |
Change in fair value of bifurcated embedded derivatives, reported in earnings |  |  | 4,460 |
Conversion of embedded derivatives to equity |  |  | (1,481 | )
Conversion of warrant liability to non-controlling interest |  |  | (5,896 | )
Change in fair value of contingent consideration liabilities, reported in earnings |  |  | (174 | )
Balance as of March 31, 2024 |  | $ | 607 |
The settlement of the PodcastOne contingent consideration of $3.0 million consisted of 414,137 shares of the Company's common stock issued to the Company with a fair value of $0.5 million, cash payment of $0.3 million and a gain of $2.2 million attributed to the former owners of PodcastOne forgiving the remaining balance of $2.2 million. 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):
|  | March 31, 2023 |
|  | Carrying |  |  | Hierarchy Level |
|  | Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
PodcastOne bridge loan |  | $ | 4,726 |  |  | $ | - |  |  | $ | - |  |  | $ | 9,152 |
The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of March 31, 2024 and March 31, 2023. The Company’s estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments. Due to their short maturity, the carrying amounts of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values as of March 31, 2024 and March 31, 2023. The Company’s notes payable and senior secured line of credit are not publicly traded and fair value is estimated to equal carrying value.

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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/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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