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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): May 30, 2024

 

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41795   35-2503373
(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) 858-0888

(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, $0.00001 par value per share   PODC   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 May 30, 2024, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the fourth quarter and fiscal year ended March 31, 2024. 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 April 24, 2024, the Company issued a press release announcing, among other things, that it plans to provide a business update and discuss its operating and financial results for the fourth quarter and fiscal year ended March 31, 2024 on Thursday, May 30, 2024. 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 May 30, 2024.
99.2*   Press release, dated April 24, 2024.
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Furnished herewith.

 

1


 

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.

 

  PODCASTONE, INC.
   
Dated: May 30, 2024 By: /s/ Aaron Sullivan
  Name:  Aaron Sullivan
  Title: Chief Financial Officer

 

 

 

2

 

EX-99.1 2 ea020709001ex99-1_podcast.htm PRESS RELEASE, DATED MAY 30, 2024

Exhibit 99.1

 

PodcastOne (Nasdaq: PODC) Reports Record Fiscal Year 2024 Results

 

Record Revenue of $43.3M for FY 2024, $11.7M for Q4 FY 2024
     
  Adjusted EBITDA* of $0.7M for FY 2024, $258K for Q4 FY 2024
     
  Financial Highlights:

 

Increased Shareholders’ Equity by $9M from Prior Fiscal Year
     
 

Reduced Liabilities by $13M from Prior Fiscal Year

     
 

Extinguished All Debt, Repaying $3M in Cash and Converting $7M into Shares of Common Stock at $3 Per Share

 

Raises FY 2025 Revenue Guidance to $51-56M
     
 

LiveOne (Nasdaq: LVO) Acquired 159,000 PODC Shares at a Price of $3 Per Share During March 2024 and Continues to Acquire Additional Shares This Quarter

     
 

Special Shareholders Call: Senior Management to Host a Special Shareholders Call at 10:00 A.M. ET on Wednesday, June 5, 2024

 

LOS ANGELES, CA, May 30, 2024 -- PodcastOne (Nasdaq: PODC), a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), announced today its operating results for the fourth fiscal quarter (“Q4 Fiscal 2024”) and fiscal year ended March 31, 2024 (“Fiscal 2024”).

 

PodcastOne’s President and Co-Founder, Kit Gray, commented, “I am immensely proud of our team’s achievements. Their hard work and dedication have led us to record-breaking revenue figures. By focusing on originating, promoting and acquiring existing podcasts, we’ve ensured a profitable future for our company and delivered value to our shareholders. We are confident we’ve built a sound foundation which ensures increasing revenues and an opportunity for an incredibly successful future.”

 

Recent and Q4 Fiscal 2024 Highlights

 

LiveOne currently owns approximately 73% of PodcastOne and it will continue to consolidate PodcastOne’s financial results.
     
 

PodcastOne was ranked 12th in Podtrac’s Podcast Industry Top Publishers Rankings for April 2024 with a U.S. Unique Monthly Audience of ~5.7 million and Global Downloads and Streams of ~19.1 million.

     
 

PodcastOne has increased its slate of exclusive shows to 185 original titles.

 

Q4 Fiscal 2024 and 2023 and Fiscal 2024 and 2023 Results Summary (in $000’s, except per share; unaudited)

 

    Three Months Ended     Year Ended  
    March 31,     March 31,  
    2024     2023     2024     2023  
Revenue   $ 11,707     $ 8,843     $ 43,302     $ 34,645  
Operating income (loss)   $ (1,178 )   $ (819 )   $ (5,011 )   $ (1,835 )
Total other income (expense)   $ 184     $ (3,132 )   $ (9,666 )   $ (5,132 )
Net income (loss)   $ (1,049 )   $ (3,951 )   $ (14,732 )   $ (6,967 )
Adjusted EBITDA*   $ 258     $ (52 )   $ 663     $ 428  
Net income (loss) per share basic and diluted   $ (0.05 )   $ (0.03 )   $ (0.68 )   $ (0.06 )

 

 


 

Q4 Fiscal 2024 Results Summary Discussion

 

For Q4 Fiscal 2024, PodcastOne posted revenue of $11.7 million, a 32% increase as compared to $8.8 million in the same period in the prior year.

 

Q4 Fiscal 2024 Operating Loss was ($1.2) million compared to Operating Loss of $(0.8) million in the fourth quarter for its fiscal year ended March 31, 2023 (“Q4 Fiscal 2023”). The $3.0 million decrease in Operating Loss was largely a result of a decrease in interest expense and change in fair value of derivatives attributed to its bridge loan, which was extinguished during Fiscal 2024.

 

Q4 Fiscal 2024 Adjusted EBITDA* was $0.3 million, as compared to Q4 Fiscal 2023 Adjusted EBITDA* of $(0.1) million.

 

PodcastOne is raising its guidance for its fiscal year ending March 31, 2025 of revenue of $51 million - $56 million.

 

PodcastOne’s senior management will host a special shareholders call at 10:00 A.M. ET on Wednesday, June 5, 2024

 

About PodcastOne

 

PodcastOne (Nasdaq: PODC) is a Los Angeles based podcast network founded in 2012 by Kit Gray and Norm Pattiz providing creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production, and distribution delivering over 2.1 billion downloads per year with a community of 250 of the top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang and A&E’s Cold Case Files. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all of its own properties, LiveOne (Nasdaq: LVO), Spotify, Apple Podcasts, iHeartRadio, Samsung and over 150 shows exclusively available in Tesla vehicles. PodcastOne is also the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. For more information, visit podcastone.com and follow us on Facebook, Instagram, YouTube and Twitter at @podcastone. For more investor information, please visit ir.podcastone.com.

 

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: LiveOne’s reliance on one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne and/or its other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Special Financial Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended December 31, 2023, filed with the SEC on February 13, 2024, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

2


 

* 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 2025 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.  

 

PodcastOne IR Contact:

 

Jason Assad (678) 570-6791 jwassad@podcastone.com The tables below present financial results for the three and twelve months ended March 31, 2024 and 2023.

 

PodcastOne Press Contact:

 

(310) 246-4600
Susan@Guttmanpr.com

 

3


 

Financial Information

 

 

PodcastOne, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

  

    Three Months Ended     Year Ended  
    March 31,     March 31,  
    2024     2023     2024     2023  
Revenue:   $ 11,707     $ 8,843     $ 43,302     $ 34,645  
                                 
Operating expenses:                                
Cost of sales     10,660       7,625       37,326       27,579  
Sales and marketing     1,125       1,243       4,558       5,174  
Product development     15       178       85       312  
General and administrative     712       593       5,448       3,316  
Amortization of intangible assets     373       23       896       99  
Total operating expenses     12,885       9,662       48,313       36,480  
Loss from operations     (1,178 )     (819 )     (5,011 )     (1,835 )
                                 
Other income (expense):                                
Interest expense, net     -       (1,631 )     (2,247 )     (4,674 )
Change in fair value of derivatives     -       (1,502 )     (7,603 )     (459 )
Other income (expense)     184       1       184       1  
Total other expense, net     184       (3,132 )     (9,666 )     (5,132 )
                                 
Loss before provision (benefit) for income taxes     (994 )     (3,951 )     (14,677 )     (6,967 )
                                 
Provision (benefit) for income taxes     55       -       55       -  
Net loss   $ (1,049 )   $ (3,951 )   $ (14,732 )   $ (6,967 )
                                 
Net loss per share – basic and diluted   $ (0.05 )   $ (0.03 )   $ (0.68 )   $ (0.06 )
Weighted average common shares – basic and diluted     23,125,368       126,653,525       21,767,810       110,816,207  

 

4


 

PodcastOne, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

 

    March 31,     March 31,  
    2024     2023  
Assets            
Current Assets            
Cash and cash equivalents   $ 1,445     $ 3,562  
Accounts receivable, net     6,023       6,876  
Prepaid expense and other current assets     1,105       1,006  
Total Current Assets     8,573       11,444  
Property and equipment, net     309       242  
Goodwill     12,041       12,041  
Intangible assets, net     3,145       732  
Related party receivable     57       3,768  
Total Assets   $ 24,125     $ 28,227  
                 
Liabilities and Stockholders’ Equity                
Current Liabilities                
Accounts payable and accrued liabilities   $ 7,383     $ 6,898  
Bridge loan, net     -       7,155  
Derivative liabilities     -       4,767  
Related party payable     315       2,288  
Total Current Liabilities     7,698       21,108  
Other long term liabilities     86       -  
Total Liabilities     7,784       21,108  
                 
Commitments and Contingencies                
                 
Stockholders’ Equity                
Common stock, $0.00001 par value; 100,000,000 shares authorized; 23,608,049 and 20,000,000 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively     -       -  
Additional paid in capital     45,952       19,785  
Accumulated deficit     (29,611 )     (12,666 )
Total stockholders’ equity     16,341       7,119  
Total Liabilities and Stockholders’ Equity   $ 24,125     $ 28,227  

 

5


 

PodcastOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Adjusted EBITDA* Reconciliation (Unaudited)

(In thousands)

 

                      Non-                    
                      Recurring                  
    Net     Depreciation           Acquisition and     Other     (Benefit)        
    Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs (1)     Expense (2)     for Taxes     EBITDA*  
Three Months Ended March 31, 2024                                          
Total   $ (1,049 )   $     438     $       921     $       77     $ (184 )   $      55     $     258  
                                                         
Three Months Ended March 31, 2023                                                        
Total   $ (3,951 )   $ 82     $ 250     $ 435     $ 3,132     $ -     $ (52 )

 

                      Non-                    
                      Recurring                    
    Net     Depreciation           Acquisition and     Other   (Benefit)        
    Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs (1)     Expense (2)     for Taxes     EBITDA*  
Year Ended March 31, 2024                                          
Total   $ (14,732 )   $      1,148     $ 3,645     $         881     $         9,666     $           55     $       663  
                                                         
Year Ended March 31, 2023                                                        
Total   $ (6,697 )   $ 323     $ 1,001     $ 939     $ 5,132     $ -     $ 428  

 

(1) Non-Recurring Recurring Acquisition and Realignment 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.

 

(2) Other (Income) Expense above primarily includes interest expense, net and change in fair value of derivative liabilities. 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 definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release.

  

6


 

PodcastOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin* Reconciliation (Unaudited)

(In thousands)

 

    Three Months Ended  
    March 31,  
    2024     2023  
Revenue:   $ 11,707     $ 8,843  
Less:                
Cost of sales     (10,660 )     (7,625 )
Amortization of developed technology     (58 )     (71 )
Gross Profit     989       1,147  
                 
Add back amortization of developed technology:     58       71  
Contribution Margin*   $ 1,047     $ 1,218  

 

    Year Ended  
    March 31,  
    2024     2023  
Revenue:   $ 43,302     $ 34,645  
Less:                
Cost of sales     (37,326 )     (27,579 )
Amortization of developed technology     (228 )     (225 )
Gross Profit     5,748       6,841  
                 
Add back amortization of developed technology:     228       225  
Contribution Margin*   $ 5,976     $ 7,066  

 

* See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release.

 

7

 

EX-99.2 3 ea020709001ex99-2_podcast.htm PRESS RELEASE, DATED APRIL 24, 2024

Exhibit 99.2

 

PodcastOne (Nasdaq: PODC) Anticipates Record 32% Q4 FY24 Growth; Exclusively Featured in 1.7M Tesla
Cars in North America

 

- Q4 FY24: Expects $11.7M revenue, up 32% YoY, with $256K Adjusted EBITDA*, a $470K improvement

 

- FY24: Expects $43.3M revenue, up 25%, with $660K Adjusted EBITDA*

 

- FY25 guidance: $50M-$55M revenue

 

- Added 30 new podcasts in FY24, with over 100 in the pipeline

 

- Closed B2B partnership with a Fortune 250 company with over 60M global streaming subscribers generating $20M+ annual revenues to PODC

 

- Sold “Vigilante” TV rights to a major studio; Owns a slate of 6+ scripted podcasts, including “Varnamtown”, in negotiations for TV or movie productions

 

- Senior management to host a live conference call and audio webcast on Thursday, May 30, 2024 at 11:30 am ET

 

LOS ANGELES, CA, April 24, 2024 -- PodcastOne (NASDAQ: PODC), a leading podcast platform and a subsidiary of LiveOne (NASDAQ: LVO) announced today certain of its preliminary and unaudited results for the fourth quarter and fiscal year ended March 31, 2024 (“Q4 FY24” and “FY24”, respectively) and provided other updates.

 

PodcastOne’s President and Co-Founder, Kit Gray, commented, “We’re thrilled about our continued success, as reflected in our FY24 anticipated earnings. Our optimized business model seamlessly launches and onboards podcasts, making them immediately accretive by leveraging LiveOne’s (Nasdaq: LVO) resources. We’re seeing unprecedented studio interest in partnering with our podcast slate, easily adaptable into major productions. With revenue streams from advertising, scripted series, and IP ownership, I foresee a clear path to surpassing $100M in revenue with impressive margins.”

 

PodcastOne continues to develop and produce compelling and entertainment-based content to generate excitement and intrigue in the audio and streaming space. With podcasts being the fastest growing medium by far, PodcastOne is determined to remain the leader in expanding audiences and forging synergistic relationships for its podcasters.

 

PodcastOne’s full roster of top ranked podcasts includes programming across top genres, such as news, comedy, true crime and society and culture, including shows such as Varnamtown, The Adam Carolla Show, Baby Mamas No Drama, True Crime All The Time Unsolved, Vigilante, Off the Vine with Kaitlyn Bristowe, The Prosecutors, Court Junkie, Cold Case Files, The Jordan Harbinger Show, Coffee Convos, LadyGang, and The Schaub Show. PodcastOne shows are available through PodcastOne, Apple Podcasts, Spotify, iHeart, Amazon and wherever podcasts are heard.

 

About PodcastOne

 

PodcastOne (Nasdaq: PODC) is a Los Angeles-based podcast network founded in 2012 by Kit Gray and Norm Pattiz providing creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production, and distribution delivering over 2.1 billion downloads per year with a community of 250 of the top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E’s Cold Case Files and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all of its own properties, LiveOne (Nasdaq: LVO), Spotify, Apple Podcasts, iHeartRadio, Samsung and over 150 shows exclusively available in Tesla vehicles. PodcastOne is also the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. For more information, visit PodcastOne.com and follow us on Facebook, Instagram, YouTube and Twitter at @podcastone. For more investor information, please visit ir.podcastone.com/overview/default.aspx.

 

 


 

About LiveOne, Inc.

 

Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO) 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. LiveOne’s wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone. For more investor information, please visit ir.liveone.com.

 

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: LiveOne’s reliance on one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne and/or its other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Special Financial Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended December 31, 2023, filed with the SEC on February 13, 2024, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

* 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.

 

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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 2025 and 2024 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.

 

Press Contacts:

 

For PodcastOne

 

310.246.4600
Susan@Guttmanpr.com

 

Investor Relations:

 

Jason Assad
678-570-6791
jwassad@podcastone.com

 

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