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Note 5 - Goodwill and Intangible Assets

12 Months Ended

Mar. 31, 2025

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 years ended March 31, 2025 and 2024 (in thousands):

	*Goodwill*
Balance as of April 1, 2023	$	23,379
Acquisitions		-
Balance as of March 31, 2024	$	23,379
Impairment		(1,667	)
Balance as of March 31, 2025	$	21,712

The Company recorded an impairment on the goodwill balance of $1.7 million for the year ended March 31, 2025. During the year ended March 31, 2025 the Company performed an quantitative assessment of our Media Group reporting unit. The results of the Company's quantitative goodwill impairment analysis performed indicated an impairment of goodwill within our Media Group reporting unit, and the Company recorded a non-cash impairment charge of $1.7 million. The impairment was driven by the company's most recent cash flow projections as revised in the fourth quarter of Fiscal 2025 which reflected current market conditions and current trends in business performance, including slower than anticipated actualization of bookings.

Indefinite-Lived Intangible Assets

The following table presents the changes in the carrying amount of indefinite-lived intangible assets in the Company’s reportable segment for the year ended March 31, 2025 (in thousands):

	*Tradenames*
Balance as of April 1, 2023	$	4,637
Acquisitions		-
Impairment losses		-
Balance as of March 31, 2024	$	4,637
Acquisitions		-
Impairment losses		(3,863	)
Balance as of March 31, 2025	$	774

As a result of the change in terms of the agreement with our largest OEM, the Company determined that an impairment of $3.9 million should be recorded as a result of the decrease in forecasted revenues. No impairment was recorded for the year ended March 31, 2024.

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets were as follows as of March 31, 2025 (in thousands):

	*Gross*				*Net*
	*Carrying*		*Accumulated*		*Carrying*
	*Value*		*Amortization*		*Value*
Software	$	19,281	$	19,281	$	-
Intellectual property (patents)		3,146		2,593		553
Customer relationships		6,570		6,570		-
Content creator relationships		3,228		2,574		654
Domain names		123		66		57
Brand and trade names		1,071		540		531
Customer list		2,673		2,673		-
Total	$	36,092	$	34,297	$	1,795

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 $1.9 million and $1.8 million for the years ended March 31, 2025 and 2024, respectively. The Company recorded an impairment charge of $3.3 million and $0.1 million for the year ended March 31, 2025 and 2024, respectively.

The $2.2 million impairment recorded within our intellectual property (patents) for the year ended March 31, 2025 was the result of the impairment of certain assets within the Company's Slacker reporting unit as a result of the change in terms with our largest OEM. In addition, the Company recorded an an impairment of $0.9 million within our customer relationships intangibles within our Media reporting unit attributed to the decrease in expected future revenues.

The Company recorded an impairment charge of $0.2 million and none within content creator relationships for the year ended March 31, 2025 and 2024, respectively. The impairment for the year ended March 31, 2025 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 March 31, 2025 and 2024 the Company has capitalized $3.1 million and $2.6 million, respectively, of payments made to such third party. $2.6 million of the $3.1 million capitalized of payments made to such third party was paid with PodcastOne common stock at an agreed upon price of $8.00 per share. During the year ended March 31, 2025, the Company made an adjustment of $0.5 million to accrued common stock and content creator relationships to account for the settlement of the finder's fee agreement attributed to multiple third party platforms.

The Company estimated future amortization expense on its finite-lived intangible assets as of March 31, 2025 to be as follows (in thousands):

For Years Ended March 31,

2026	$	653
2027		366
2028		182
2029		182
2030		182
Thereafter		230
	$	1,795