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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): June 18, 2025

 

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.)

 

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

(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 June 18, 2025, 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, 2025. 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, 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 June 18, 2025.
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Furnished herewith.

 

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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: June 18, 2025 By: /s/ Ryan Carhart
  Name:  Ryan Carhart
  Title: Chief Financial Officer

 

2

 

 

 

EX-99.1 2 ea024613301ex99-1_podcast.htm PRESS RELEASE, DATED JUNE 18, 2025

Exhibit 99.1

 

PodcastOne (NASDAQ: PODC) Reports Record Q4 Fiscal 2025 Financial Results

 

Fiscal 2025 Revenue: $52.1 Million (Record)

 

Q4 Fiscal 2025 Revenue: $14.1 Million, up 20% QoQ, Adjusted EBITDA*: $0.9 Million (Record)

 

Raises Fiscal 2026 Guidance: Revenue: $55-60 Million, Adjusted EBITDA*: $3-5 Million

 

LOS ANGELES, CA, June 18, 2025 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, announced today its operating results for the fourth fiscal quarter (“Q4 Fiscal 2025”) and fiscal year ended March 31, 2025 (“Fiscal 2025”).

 

Key Highlights:

 

Surpassed company’s guidance projection by $1M finishing the year at record revenue of $52.1M

 

Amazon’s ART19 partnership achieves 105 million impressions

 

Expanded Fortune 250 streaming partnership

 

Added 24 new podcasts (200+ total on PodcastOne’s network)

 

Achieved 6th consecutive month in Podtrac’s Top 10 Publishers (currently #9)

 

Company will host an earnings conference call and webcast on June 26th, 2025

 

Management Commentary

 

“PodcastOne continues to be a podcast industry giant and our top 10 network ranking is reflective of the dedication and passion of our C-suite, the innovative approach of our employees in all aspects of our business from technology and marketing to ad sales and development and the authenticity and appeal of our dynamic and award-winning talent,” said Kit Gray, President and Co-Founder of PodcastOne.

 

Mr. Gray continued, “Our hosts continue to be headline makers and drivers of news cycles including native Angeleno Adam Carolla, whose outspoken criticism of the handling of the devastating southern California wildfires gave real time context and perspective to audiences through his daily podcast. Our commitment to growing our existing relationships was evidenced in our expansion of Kail Lowry’s KILLR Network of programming with the launch of Cate and Ty Break It Down. Lowry’s slate of programming with PodcastOne now includes five shows across multiple genres and garnered a third consecutive Webby Award nomination and win for the network.

 

PodcastOne has been able to uniquely leverage our infrastructure and acumen to support podcast tours such as LadyGang’s LadyWorld, an upcoming first of its kind podcast and pop culture festival, and Jackie Schimmel’s Dim The Lights tour. In the coming months we will continue to develop new channels of monetization and innovative methods to increase audience growth to the benefit of our productions, our advertising partners and our shareholders.”

 

 


 

Q4 Fiscal 2025 vs Q4 Fiscal 2024 Results Summary (in $000’s, except per share; unaudited)

 

    Three Months Ended     Year Ended  
    March 31     March 31  
    2025     2024     2025     2024  
                         
Revenue   $ 14,097     $ 11,707     $ 52,119     $ 43,302  
Operating loss   $ (1,542 )   $ (1,178 )   $ (6,148 )   $ (5,011 )
Total other income (expense)   $ -     $ 184     $ -     $ (9,666 )
Net loss   $ (1,554 )   $ (1,049 )   $ (6,172 )   $ (14,732 )
Adjusted EBITDA*   $ 888     $ 258     $ (501 )   $ 501  
Net loss per share basic and diluted   $ (0.06 )   $ (0.05 )   $ (0.26 )   $ (0.68 )

 

Fiscal 2026 Guidance

 

PodcastOne raises guidance for its fiscal year ending March 31, 2026 for revenues to increase to at least a record of $55-60 million drive expected record Adjusted EBITDA* of $3.0-5.0 million.

 

Earnings Conference Call and Webcast:

 

Earnings conference call and webcast will be held on Thursday, June 26th 2025. PodcastOne will separately announce the time of such conference call and webcast and how investors and interested parties can participate.

 

The select anticipated financial results discussed in this press release are based on management’s preliminary analysis of financial results for Fiscal 2025. As of the date of this press release, PodcastOne has not completed its financial statement reporting process for Fiscal 2025, and PodcastOne’s independent registered accounting firm has not completed its audit procedures on the financial results discussed in this press release. During the course of PodcastOne’s fiscal year-end closing procedures and review process, PodcastOne may identify items that would require it to make adjustments, which may be material, to the information presented above. The estimated unaudited ’ financial results contained in this press release are based only on currently available information as of the date hereof. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to such financial results, and are not guarantees of future performance and may differ from actual results.

 

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About PodcastOne, Inc.

 

PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 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 monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.

 

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 its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other transaction, 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, 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; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024, PodcastOne’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the SEC on February 14, 2025, 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.

 

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Use of 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, and (e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

 

With respect to projected full fiscal year 2026 and fiscal 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 Press Contact:

(310) 246-4600

Susan@Guttmanpr.com

 

4


 

Financial Information

 

The tables below present financial results for the three months and fiscal year ended March 31, 2025 and 2024.

 

PodcastOne, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

 

    Three Months Ended     Year Ended  
    March 31,     March 31,  
    2025     2024     2025     2024  
                         
Revenue:   $ 14,097     $ 11,707     $ 52,119     $ 43,302  
                                 
Operating expenses:                                
Cost of sales     12,560       10,660       47,394       37,326  
Sales and marketing     861       1,125       3,479       4,558  
Product development     12       15       52       85  
General and administrative     1,947       712       6,077       5,448  
Impairment of intangible assets     -       -       176       -  
Amortization of intangible assets     259       373       1,089       896  
Total operating expenses     15,639       12,885       58,267       48,313  
Loss from operations     (1,542 )     (1,178 )     (6,148 )     (5,011 )
                                 
Other income (expense):                                
Interest expense, net     -       -       -       (2,247 )
Change in fair value of derivatives     -       -       -       (7,603 )
Other income (expense)     -       184       -       184  
Total other expense, net     -       184       -       (9,666 )
                                 
Loss before provision (benefit) for income taxes     (1,542 )     (994 )     (6,148 )     (14,677 )
                                 
Provision (benefit) for income taxes     12       55       24       55  
Net loss   $ (1,554 )   $ (1,049 )   $ (6,172 )   $ (14,732 )
                                 
Net loss per share – basic and diluted   $ (0.06 )   $ (0.05 )   $ (0.26 )   $ (0.68 )
Weighted average common shares – basic and diluted     25,110,498       23,125,368       24,133,630       21,767,810  

 

5


 

PodcastOne, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

 

    March 31,     March 31,  
    2025     2024  
Assets            
Current Assets            
Cash and cash equivalents   $ 1,079     $ 1,445  
Accounts receivable, net     6,246       6,023  
Prepaid expense and other current assets     230       1,105  
Total Current Assets     7,555       8,573  
Property and equipment, net     216       309  
Goodwill     12,041       12,041  
Intangible assets, net     1,186       3,145  
Related party receivable     354       57  
Total Assets   $ 21,352     $ 24,125  
                 
Liabilities and Stockholders’ Equity                
Current Liabilities                
Accounts payable and accrued liabilities   $ 5,538     $ 7,383  
Related party payable     514       315  
Total Current Liabilities     6,052       7,698  
Other long term liabilities     -       86  
Total Liabilities     6,052       7,784  
                 
Commitments and Contingencies                
                 
Stockholders’ Equity                
Common stock, $0.00001 par value; 100,000,000 shares authorized as of March 31, 2025 and March 31, 2024, respectively; 26,016,107 and 23,608,049 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively     -       -  
Additional paid in capital     51,083       45,952  
Accumulated deficit     (35,783 )     (29,611 )
Total stockholders’ equity     15,300       16,341  
Total Liabilities and Stockholders’ Equity   $ 21,352     $ 24,125  

 

6


 

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     Expense     for Taxes     EBITDA  
Three Months Ended March 31, 2025                                          
Total   $ (1,554 )   $ 313     $ 2,114     $ 3     $ -     $ 12     $ 888  
                                                         
Three Months Ended March 31, 2024                                                        
Total   $ (1,049 )   $ 438     $ 921     $ 77     $ (184 )   $ 55     $ 258  

 

                      Non-                    
                      Recurring                    
    Net     Depreciation           Acquisition and     Other     (Benefit)        
    Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs     Expense     for Taxes     EBITDA  
Year Ended March 31, 2025                                          
Total   $ (6,172 )   $ 1,514     $ 4,086     $ 47     $ -     $ 24     $ (501 )
                                                         
Year Ended March 31, 2024                                                        
Total   $ (14,732 )   $ 1,148     $ 3,483     $ 881     $ 9,666     $ 55     $ 501  

 

(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.

 

(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.

 

7


 

PodcastOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin* Reconciliation (Unaudited)

(In thousands)

 

    Three Months Ended  
    March 31  
    2025     2024  
             
Revenue:   $ 14,097     $ 11,707  
Less:                
Cost of sales     (12,560 )     (10,660 )
Amortization of developed technology     (49 )     (58 )
Gross Profit     1,488       989  
                 
Add back amortization of developed technology:     49       58  
Contribution Margin*   $ 1,537     $ 1,047  

 

    Year Ended  
    March 31  
    2025     2024  
             
Revenue:   $ 52,119     $ 43,302  
Less:                
Cost of sales     (47,394 )     (37,326 )
Amortization of developed technology     (227 )     (228 )
Gross Profit     4,498       5,748  
                 
Add back amortization of developed technology:     227       228  
Contribution Margin*   $ 4,725     $ 5,976  

 

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

 

 

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