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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2022
LIVEONE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38249 | 98-0657263 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2505
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.001 par value per share | LVO | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 10, 2022, LiveOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the second quarter and six months ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On November 4, 2022, the Company issued a press release announcing that it plans to hold a conference call to provide a business update and discuss its operating and financial results for the second quarter and six months ended September 30, 2022 on November 10, 2022. A copy of the press release is attached hereto as Exhibit 99.2.
The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1* | Press release, dated November 10, 2022. | |
| 99.2* | Press release, dated November 4, 2022. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVEONE, INC. | ||
| Date: November 10, 2022 | By: | /s/ Robert S. Ellin |
| Name: | Robert S. Ellin | |
| Title: |
Chief Executive Officer and Chairman of the Board of Directors |
|
2
Exhibit 99.1
LiveOne Reports Record First Six Months Fiscal 2023 Adjusted EBITDA* of $6.4 Million and Revenue of $46.8 Million
Company’s Audio Division Delivers First Six Months Revenue of $42 Million and Adjusted EBITDA* of $9.8 Million
Company Updates Guidance for Fiscal 2023 of Revenue Between $100 Million - $110 Million and
Adjusted EBITDA* of Between $9 Million - $11.5 Million
$2 Million of Additional Cost and Expense Reductions Bringing Total to Over $25 Million in Fiscal 2023
Expects to File S-1 for PodcastOne Spin-Out by December 15, 2022
Company Increases Stock Repurchase Program By Up to an Additional $2 Million Worth of Shares of Common Stock
LiveOne’s Senior Management Will Host a Live Conference Call and Audio Webcast Beginning at 5:00 P.M. ET Thursday, November 10, 2022
Los Angeles, CA – November 10, 2022 – LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment, and technology platform, announced today Its operating results for the second quarter (“Q2 Fiscal 2023”) and first six months ended September 30, 2022.
In the first six months ended September 30, 2022 (“1H Fiscal 2023”), LiveOne posted consolidated revenue of $46.8 million, as well as Contribution Margin* of $9.8 million. LiveOne posted a net loss of $2.1 million on a consolidated basis, or $(0.02) per diluted share for the same period. LiveOne’s Adjusted EBITDA* in 1H Fiscal 2023 was a record $6.4 million. In 1H Fiscal 2023, LiveOne extinguished approximately $16 million of payables. LiveOne ended the Q2 Fiscal 2023 with $7.4 million in cash and $25.4 million in short-term assets.
As part of LiveOne's focus on generating cash from operations on a consolidated basis, LiveOne is implementing additional cost and expense reductions from both operations and corporate overhead, which is anticipated to increase the previously implemented annual cost savings to a total of over $25 million in its fiscal year ending March 31, 2023 (“Fiscal 2023”).
Separately, LiveOne announced today that its board of directors has authorized it to expand its previously announced 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. Since April 1, 2022, LiveOne has repurchased 2,000,000 shares under the program. The authorization to repurchase will expire on December 31, 2023.
LiveOne’s CEO and Chairman, Robert Ellin, commented, “The momentum in LiveOne’s audio business, which includes Slacker Radio and PodcastOne, continues to experience growth of paid members through partnerships, including Tesla, as well as an increase in advertising and sponsorships. We expect our audio business to collectively achieve revenue in excess of $80 million in Fiscal 2023 and generate more than $16 million in Adjusted EBITDA.”
Mr. Ellin continued, “Over the past year, we have successfully reduced costs and overhead by an expected $25 million on an annual basis while focusing on the operating performance of our audio division. A significant part of our strategy is a decision to forgo any live tentpole and pay-per-view events until Fiscal 2024, which has resulted in a lowering of expected Fiscal 2023 revenue to between $100million and $110 million. These measures will allow us to utilize our capital and resources to strengthen our balance sheet, buyback stock and focus on the growth of our profitable businesses.”
The timing, price and actual number of shares planned to be repurchased under LiveOne’s expanded stock repurchase program will be at the discretion of its management and will depend on a variety of factors, including stock price, general business and market conditions, and alternative investment opportunities. The repurchase program will be executed consistent with LiveOne's capital allocation strategy, which will continue to prioritize growing LiveOne's business. The expanded repurchase program is planned to be implemented subject to LiveOne obtaining applicable approvals and consents.
Recent and Q2 Fiscal 2023 Highlights
| ● | Paid members as of November 9, 2022 increased to 1.8 million, a net increase of approximately 209,000 as compared to June 30, 2022. Total members (paid and free ad-supported) as of November 9, 2022 were 2.6 million.** |
| ● | LiveOne’s wholly-owned subsidiary, PodcastOne, posted record 1H Fiscal 2023 revenue of $17.2 million as U.S. unique monthly audience surpassed 6.7 million in September 2022. |
| ● | As previously announced in January 2021, with the assistance of J.P. Morgan, LiveOne is continuing a process to explore strategic alternatives to enhance shareholder value. Potential alternatives may include, among others, a strategic acquisition, divestiture, merger, sale or other form of business combination. There can be no assurance that LiveOne's efforts will result in a specific transaction or any particular outcome or its timing. |
Q2 Fiscal 2023 and 2022 Results Summary (in $000’s, except per share; unaudited)
| Three Months Ended September 30, |
Six Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | 23,532 | $ | 21,924 | $ | 46,755 | $ | 60,691 | ||||||||
| Operating income (loss) | $ | (987 | ) | $ | (9,667 | ) | $ | (750 | ) | $ | (19,626 | ) | ||||
| Total other income (expense) | $ | (2,393 | ) | $ | (5,565 | ) | $ | (1,285 | ) | $ | (3,654 | ) | ||||
| Net income (loss) | $ | (3,409 | ) | $ | (15,236 | ) | $ | (2,061 | ) | $ | (23,287 | ) | ||||
| Adjusted EBITDA* | $ | 4,398 | $ | (2,071 | ) | $ | 6,368 | $ | (3,822 | ) | ||||||
| Net income (loss) per share basic and diluted | $ | (0.04 | ) | $ | (0.19 | ) | $ | (0.02 | ) | $ | (0.30 | ) | ||||
Q2 Fiscal 2023 Results Summary Discussion
For Q2 Fiscal 2023, LiveOne posted revenue of $23.5 million versus $21.9 million in the same period in the prior year. The increase was largely due to increased membership revenue from continued paid membership growth. The audio division had record revenue of $21.1 million in Q2 Fiscal 2023 compared to $18.7 million in the same period in the prior year.
Q2 Fiscal 2023 Operating Loss was ($1.0) million compared to a ($9.7) million loss in Q1 Fiscal 2022. The $8.7 million decrease in Operating Loss was largely a result of improved Contribution Margins* along with reduced operating expenses.
Q2 Fiscal 2023 Adjusted EBITDA* was $4.4 million, as compared to Q2 Fiscal 2022 Adjusted EBITDA* of a ($2.1) million loss. Q2 Fiscal 2023 Adjusted EBITDA* was comprised of Audio Adjusted EBITDA* of $6.5 million, Other Operations Adjusted EBITDA* of ($0.8) million loss and Corporate Adjusted EBITDA* of a ($1.3) million loss. The Audio Adjusted EBITDA* of $6.5 million was driven by improved Contribution Margins* along with decreases in operating expenses.
Capital expenditures for Q2 Fiscal 2023 totaled approximately $0.5 million, which were driven by capitalized software costs associated with development of LiveOne’s integrated music player and pay-per-view services.
As LiveOne has strategically opted to delay any new live tentpole or pay-per-view events until its fiscal year ending March 31, 2024 (“Fiscal 2024”) and utilize its capital and resources to strengthen its balance sheet, buyback stock and focus on the growth of its profitable businesses, the company is updating its guidance for Fiscal 2023 consolidated revenue of between $100 million - $110 million and Fiscal 2023 Adjusted EBITDA* guidance to between $9 million - $11.5 million.
Conference Call and Webcast
LiveOne’s senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 5:00 p.m. ET / 2:00 p.m. PT on Thursday, November 10, 2022.
Conference Call and Webcast
WHEN: Thursday, November 10th
TIME: 5:00 PM ET / 2:00 PM PT
DIAL-IN (Toll Free): 844-200-6205
DIAL IN NUMBER (Local): 646-904-5544
ACCESS CODE: 194246
REPLAY NUMBER: 866-813-9403 / ACCESS CODE: 741873
WEBCAST – Both the live webcast and a replay can be accessed on the Investor Relations section of LiveOne's website at Events | LiveOne.
The webcast can also be accessed at: https://events.q4inc.com/attendee/614063880
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the "Company") is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of November 9, 2022, the Company has accrued a paid and free ad-supported membership base of 2.6 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company's wholly-owned subsidiaries include Slacker Radio, React Presents, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit www.liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.
* About Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization ("Adjusted EBITDA"), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.
We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.
With respect to projected full year 2023 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
For more information on these non-GAAP financial measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are "forward-looking statements," which may often, but not always, be identified by the use of such words as "may," "might," "will," "will likely result," "would," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company's reliance on one key customer for a substantial percentage of its revenue; the Company's ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne or its pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne's ability to list on a national exchange; the Company's ability to continue as a going concern; the Company's ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company's intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company's ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management's relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company's subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed with the SEC on August 15, 2022, and in the Company's other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
** Included in the total number of members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.
LiveOne IR Contact:
310.601.2505
ir@liveone.com
Press Contact:
LiveOne
aileen@liveone.com
917.842.9653
Financial Information
The tables below present financial results for the three and six months ended September 30, 2022 and 2021.
LiveOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, |
Six Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue: | $ | 23,532 | $ | 21,924 | $ | 46,755 | $ | 60,691 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | 13,742 | 16,051 | 29,125 | 46,990 | ||||||||||||
| Sales and marketing | 2,362 | 2,599 | 4,727 | 7,348 | ||||||||||||
| Product development | 1,240 | 2,178 | 2,857 | 4,333 | ||||||||||||
| General and administrative | 4,475 | 9,246 | 6,685 | 18,623 | ||||||||||||
| Amortization of intangible assets | 2,700 | 1,517 | 4,111 | 3,023 | ||||||||||||
| Total operating expenses | 24,519 | 31,591 | 47,505 | 80,317 | ||||||||||||
| Loss from operations | (987 | ) | (9,667 | ) | (750 | ) | (19,626 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense, net | (2,576 | ) | (1,068 | ) | (3,573 | ) | (2,128 | ) | ||||||||
| Loss on extinguishment of debt | - | (4,321 | ) | - | (4,321 | ) | ||||||||||
| Forgiveness of PPP loans | - | - | - | 2,511 | ||||||||||||
| Other income (expense) | 183 | (176 | ) | 2,288 | 284 | |||||||||||
| Total other expense, net | (2,393 | ) | (5,565 | ) | (1,285 | ) | (3,654 | ) | ||||||||
| Loss before provision for income taxes | (3,380 | ) | (15,232 | ) | (2,034 | ) | (23,280 | ) | ||||||||
| Provision for income taxes | (29 | ) | (4 | ) | (27 | ) | (7 | ) | ||||||||
| Net loss | $ | (3,409 | ) | $ | (15,236 | ) | $ | (2,061 | ) | $ | (23,287 | ) | ||||
| Net loss per share – basic and diluted | $ | (0.04 | ) | $ | (0.19 | ) | $ | (0.02 | ) | $ | (0.30 | ) | ||||
| Weighted average common shares – basic and diluted | 84,709,971 | 78,351,655 | 84,189,970 | 77,670,598 | ||||||||||||
LiveOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| September 30, | March 31, | |||||||
| 2022 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 7,151 | $ | 12,894 | ||||
| Restricted cash | 240 | 260 | ||||||
| Accounts receivable, net | 12,958 | 13,687 | ||||||
| Inventories | 2,869 | 2,599 | ||||||
| Prepaid expense and other current assets | 2,201 | 1,868 | ||||||
| Total Current Assets | 25,419 | 31,308 | ||||||
| Property and equipment, net | 4,091 | 4,688 | ||||||
| Goodwill | 23,379 | 23,379 | ||||||
| Intangible assets, net | 12,622 | 16,720 | ||||||
| Other assets | 579 | 728 | ||||||
| Total Assets | $ | 66,090 | $ | 76,823 | ||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 29,364 | $ | 45,418 | ||||
| Accrued royalties | 9,193 | 13,530 | ||||||
| Notes payable, current portion | 315 | 12 | ||||||
| Bridge Loan | 2,634 | - | ||||||
| Deferred revenue | 1,014 | 1,157 | ||||||
| Derivative liabilities | 2,274 | - | ||||||
| Total Current Liabilities | 44,794 | 60,117 | ||||||
| Senior secured convertible notes, net | 13,734 | 13,650 | ||||||
| Unsecured convertible notes, net - related party | 5,297 | 5,879 | ||||||
| Senior secured revolving line of credit, net | 7,000 | 6,965 | ||||||
| Notes payable, net | 148 | 148 | ||||||
| Lease liabilities, noncurrent | 320 | 468 | ||||||
| Other long-term liabilities | 4,609 | 174 | ||||||
| Deferred income taxes | 338 | 338 | ||||||
| Total Liabilities | 76,239 | 87,739 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | - | - | ||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized; 87,559,322 and 82,546,189 shares issued and outstanding, respectively | 88 | 83 | ||||||
| Additional paid in capital | 207,615 | 202,854 | ||||||
| Treasury stock | (1,938 | ) | - | |||||
| Accumulated deficit | (215,914 | ) | (213,853 | ) | ||||
| Total stockholders’ equity (deficit) | (10,149 | ) | (10,916 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 66,090 | $ | 76,823 | ||||
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)
| Net Income (Loss) | Depreciation and Amortization |
Stock-Based Compensation | Other Non- Operating and Non- Recurring Costs (1) |
Other (Income) Expense (2) |
(Benefit From) Provision For income taxes |
Adjusted EBITDA* |
||||||||||||||||||||||
| Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||
| Operations - Audio | $ | 2,434 | $ | 2,049 | $ | 791 | $ | 91 | $ | 1,163 | $ | - | $ | 6,528 | ||||||||||||||
| Operations - Other | (2,854 | ) | 1,586 | 80 | 2 | 364 | - | (821 | ) | |||||||||||||||||||
| Corporate | (2,989 | ) | 6 | 528 | 245 | 866 | 29 | (1,309 | ) | |||||||||||||||||||
| Total | $ | (3,409 | ) | $ | 3,641 | $ | 1,399 | $ | 338 | $ | 2,393 | $ | 29 | $ | 4,398 | |||||||||||||
| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||
| Operations - Audio | $ | (996 | ) | $ | 2,173 | $ | 754 | $ | 63 | $ | 583 | $ | - | $ | 2,577 | |||||||||||||
| Operations - Other | (2,255 | ) | 233 | 430 | 46 | 135 | - | (1,411 | ) | |||||||||||||||||||
| Corporate | (11,985 | ) | 9 | 3,660 | 227 | 4,847 | 2 | (3,237 | ) | |||||||||||||||||||
| Total | $ | (8,051 | ) | $ | 2,379 | $ | 4,844 | $ | 336 | $ | 5,565 | $ | 5 | $ | (2,071 | ) | ||||||||||||
| Net Income (Loss) | Depreciation and Amortization |
Stock-Based Compensation | Other Non- Operating and Non- Recurring Costs (1) |
Other (Income) Expense (2) |
(Benefit From) Provision For income taxes |
Adjusted EBITDA* |
||||||||||||||||||||||
| Six Months Ended September 30, 2022 | ||||||||||||||||||||||||||||
| Operations - Audio | $ | 5,268 | $ | 4,097 | $ | 1,074 | $ | 170 | $ | (784 | ) | $ | - | $ | 9,826 | |||||||||||||
| Operations - Other | (3,457 | ) | 1,858 | 169 | 115 | 395 | - | (920 | ) | |||||||||||||||||||
| Corporate | (3,872 | ) | 12 | 941 | (1,318 | ) | 1,673 | 27 | (2,538 | ) | ||||||||||||||||||
| Total | $ | (2,061 | ) | $ | 5,967 | $ | 2,184 | $ | (1,032 | ) | $ | 1,284 | $ | 27 | $ | 6,368 | ||||||||||||
| Six Months Ended September 30, 2021 | ||||||||||||||||||||||||||||
| Operations - Audio | $ | (6,531 | ) | $ | 4,317 | $ | 2,542 | $ | 84 | $ | 405 | $ | - | $ | 818 | |||||||||||||
| Operations - Other | 375 | 460 | 786 | 262 | (338 | ) | - | 1,546 | ||||||||||||||||||||
| Corporate | (17,131 | ) | 17 | 6,603 | 733 | 3,587 | 7 | (6,185 | ) | |||||||||||||||||||
| Total | $ | (23,287 | ) | $ | 4,794 | $ | 9,931 | $ | 1,079 | $ | 3,654 | $ | 7 | $ | (3,822 | ) | ||||||||||||
| (1) | Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments and to a lesser extent, a one-time minimum guarantee to effectively terminate a live-event distribution agreement post COVID-19. |
| (2) | Other (income) expense above primarily includes interest expense, net, forgiveness of PPP loans, and loss on extinguishment of debt. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss. |
| * | See the definitions of Contribution Margin and Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release. |
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution Margin* Reconciliation (Unaudited)
(In thousands)
| Three Months Ended September 30, |
||||||||
| 2022 | 2021 | |||||||
| Revenue: | $ | 23,532 | $ | 21,924 | ||||
| Less: | ||||||||
| Cost of sales | (13,742 | ) | (16,051 | ) | ||||
| Amortization of developed technology | (1,151 | ) | (1,156 | ) | ||||
| Gross Profit | 8,639 | 4,717 | ||||||
| Add back amortization of developed technology: | 1,151 | 1,156 | ||||||
| Contribution Margin* | $ | 9,790 | $ | 5,873 | ||||
| * | See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release. |
##END##
8
Exhibit 99.2
LiveOne to Announce Fiscal 2023 Second Quarter Financial Results and Host Investor Webcast After Market Close on November 10, 2022 at 5:00 p.m. ET/2:00 p.m. PT
LOS ANGELES -- LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment and technology platform, plans to announce its operating and financial results for its second quarter ended September 30, 2022 after the close of the U.S. financial markets on Thursday, November 10, 2022.
LiveOne’s senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 5:00 p.m. ET / 2:00 p.m. PT on Thursday, November 10, 2022.
Conference Call and Webcast
WHEN: Thursday, November 10th
TIME: 5:00 PM ET / 2:00 PM PT
DIAL-IN (Toll-Free): 844-200-6205
DIAL IN NUMBER (Local): 646-904-5544
ACCESS CODE: 194246
REPLAY NUMBER: 866-813-9403 / ACCESS CODE: 741873
WEBCAST – Both the live webcast and a replay can be accessed on the Investor Relations section of LiveOne’s website at Events | LiveOne.
The webcast can also be accessed at: https://events.q4inc.com/attendee/614063880
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the “Company”) is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of September 30, 2022, the Company has accrued a paid and free ad-supported membership base of 2.55 million, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company’s wholly-owned subsidiaries include Slacker Radio, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.1 billion downloads per year and 350 episodes produced per week across its stable of top-rated podcasts. LiveOne is available on iOS and Android mobile devices, Android Automotive, as well as Apple, Android, Roku, Amazon Fire, and Samsung TV devices. LiveOne also has a 24-7 linear OTT channel available on STIRR, through Zync (coming soon), and on LiveOne.com. For more information, visit www.liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne or its pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed with the SEC on August 15, 2022, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
LiveOne IR Contact:
(310) 601-2505
ir@liveone.com
Press Contact:
LiveOne
aileen@liveone.com
917.842.9653
Source: LiveOne, Inc.
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