Note 5 - Goodwill and Intangible Assets

9 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note 5 — Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill for the nine months ended December 31, 2023 (in thousands):

	Goodwill
Balance as of March 31, 2023	$	23,379
Acquisitions		-
Impairment losses		-
Balance as of December 31, 2023	$	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 nine months ended December 31, 2023 (in thousands):

	Tradenames
Balance as of March 31, 2023	$	4,637
Acquisitions		-
Impairment losses		-
Balance as of December 31, 2023	$	4,637

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets were as follows as of December 31, 2023 (in thousands):

	Gross				Net
	Carrying		Accumulated		Carrying
	Value		Amortization		Value
Software	$	19,281	$	19,281	$	-
Intellectual property (patents)		5,366		2,146		3,220
Customer relationships		6,570		6,570		-
Content creator relationships		3,615		1,219		2,396
Domain names		523		177		346
Brand and trade names		1,071		414		657
Customer list		2,673		1,392		1,281
Total	$	39,098	$	31,199	$	7,899

The Company’s finite-lived intangible assets were as follows as of  March 31, 2023 (in thousands):

	Gross				Net
	Carrying		Accumulated		Carrying
	Value		Amortization		Value
Software	$	19,281	$	19,281	$	-
Intellectual property (patents)		5,366		1,878		3,488
Customer relationships		6,570		6,570		-
Content creator relationships		772		772		-
Domain names		523		137		386
Brand and trade names		1,143		347		796
Customer list		2,767		1,039		1,728
Total	$	36,422	$	30,024	$	6,398

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 $0.5 million and $1.2 million for the three and nine months ended December 31, 2023, respectively, and $1.3 million and $4.1 million for the three and nine months ended December 31, 2022, respectively. The Company recorded an impairment charge of $0.1 million and none for the three months ended December 31, 2023 and 2022, respectively. The Company recorded an impairment charge of $0.1 million and $1.4 million for the nine months ended December 31, 2023 and 2022, respectively, which is classified under impairment of intangible assets within the accompanying condensed consolidated statement of operations. The impairment for the three months ended December 31, 2023 was the result of the winding down of the Gramophone business, therefore the Company has stopped marketing Gramophone's brand name. The impairment for the nine months ended December 31, 2022 was the result of a reduction in the events held within React Presents, therefore the Company has stopped marketing React Presents' brand name.

Finder's Agreement

In September 2023, PodcastOne entered into a finder's fee arrangement pursuant to which it agreed to issue shares of PodcastOne common stock at a price of $8.00 per share (subject to adjustment in certain limited circumstances) as a finder’s fee to a certain third party podcast platform in the event certain former and/or current podcasts creators of such platform entered into new podcasting agreements with PodcastOne, with the amount of the fee to be based on the amount of revenues actually derived by PodcastOne from such podcasts during a predetermined period. Payments made to such third party attributed to PodcastOne entering into new podcast contracts were capitalized to content creator relationship intangibles. As of December 31, 2023 the Company has capitalized $2.2 million of payments made to such third party. $0.9 million of the $2.2 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, 2024 and future fiscal years as follows (in thousands):

For Years Ending March 31,
2024 (remaining three months)	$	533
2025		2,041
2026		1,732
2027		1,023
2028		508
Thereafter		2,062
	$	7,899