PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

	Page
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and March 31, 2023 (audited)	F-1
Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023 and 2022 (unaudited)	F-2
Condensed Consolidated Statements of Stockholders’ Deficit and Mezzanine Equity for the three and six months ended September 30, 2023 and 2022 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2023 and 2022 (unaudited)	F-4
Notes to the Condensed Consolidated Financial Statements (unaudited)	F-5

 

LiveOne, Inc.

(formerly LiveXLive Media, Inc.)

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share amounts)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LiveOne, Inc.

(formerly LiveXLive Media, Inc.)

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share amounts)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LiveOne, Inc.

(formerly LiveXLive Media, Inc.)

Condensed Consolidated Statement of Stockholders’ Deficit and Mezzanine Equity

(Unaudited, in thousands, except share and per share amounts)

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LiveOne, Inc.

LiveXLive Media, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LiveOne, Inc.

(formerly LiveXLive Media, Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended September 30, 2023 and 2022

 

Note 1 — Organization and Basis of Presentation

 

Organization

 

LiveOne, Inc. (formerly LiveXLive Media, Inc.) together with its subsidiaries (“we,” “us,” “our”, the “Company” or “LiveOne”) is a Delaware corporation headquartered in Beverly Hills, California. The Company is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, live and virtual events.

 

The Company was reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp (“Loton”) with and into LiveXLive Media, Inc., Loton’s wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. Effective as of October 5, 2021, the Company changed its name to LiveOne, Inc. On December 29, 2017, the Company acquired Slacker, Inc. (“Slacker”), an Internet music and radio streaming service incorporated in the state of Delaware, and it became a wholly owned subsidiary of LiveOne. On February 5, 2020, the Company acquired (i) React Presents, LLC a Delaware limited liability company (“React Presents”), and it became a wholly owned subsidiary of LiveXLive Events, LLC, a wholly owned subsidiary of the Company and (ii) indirectly Spring Awakening, LLC, which is a wholly owned subsidiary of React Presents, a producer, promoter and manager of in person live music festivals and events. On July 1, 2020, the Company through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired PodcastOne, Inc. (formerly Courtside Group, Inc.) (“PodcastOne”). On September 8, 2023, PodcastOne completed a Qualified Event (its spin out from the Company to become a standalone publicly trading company (the “Spin-Out”)) as a result of its direct listing on The NASDAQ Capital Market on such date. On December 22, 2020, the Company through its wholly owned subsidiary LiveXLive Merchandising, Inc., acquired Custom Personalization Solutions, Inc. (“CPS”). On October 17, 2021, the Company through its wholly owned subsidiary LiveXLive PR, Inc., acquired Gramophone Media, Inc.

 

Basis of Presentation

 

The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2023, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s unaudited condensed consolidated financial statements for the three and six months ended September 30, 2023. The results for the three and six months ended September 30, 2023 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2024 (“fiscal 2024”). The condensed consolidated balance sheet as of March 31, 2023 has been derived from the Company’s audited balance sheet included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “2023 Form 10-K”).

 

The interim unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete audited financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2023 Form 10-K.

 

Going Concern and Liquidity

 

The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

The Company’s principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $3.8 million as of September 30, 2023). As reflected in its interim unaudited condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $8.4 million for the six months ended September 30, 2023, and used cash of $0.1 million in operating activities for the six months ended September 30, 2023 and had a working capital deficiency of $20.4 million as of September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are filed. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

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The Company’s ability to continue as a going concern is dependent on its ability to execute its growth strategy and on its ability to raise additional funds. The Company filed a new universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022. Under the New Shelf S-3, the Company has the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments. The uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for its services and may negatively impact its ability to retain key personnel. Management may seek additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business. No assurance can be given that any future financing will be available or, if available, that it be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain terms that result in undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. If the Company is unable to obtain sufficient financing when needed, the Company may also have to reduce certain overhead costs through the reduction of salaries and other means and settle liabilities through negotiation. There can be no assurance that management’s attempts at any or all of these endeavors will be successful.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company’s condensed consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation.

 

Reclassifications

 

Certain amounts in the Company’s previously issued financial statements have been reclassified to conform to the current year presentation.

 

Note 2 — Summary of Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the consolidated financial statements included in the 2023 Form 10-K, other than those included below.

 

COVID-19

 

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets creating increasing volatility and overall uncertainty. The Company began to experience modest adverse impacts of the COVID-19 pandemic in the fourth quarter of fiscal year ended March 31, 2020 and became more adverse throughout the fiscal year ended March 31, 2021 and up to the third quarter of fiscal year ended March 31, 2022. Although the impact has subsided, the Company expects to continue experiencing modest adverse impacts throughout the fiscal year ending March 31, 2024. The Company’s event and programmatic advertising revenues were directly impacted throughout the 2022 and 2021 fiscal years with all on-premise in-person live music festivals and events postponed in 2021 fiscal year and mixed demand from historical advertising partners in 2022 fiscal year. Further, one of the Company’s larger customers also experienced a temporary halt to its production as a result of COVID-19, which negatively impacted the Company’s near-term membership growth in the 2021 fiscal year. During the fiscal year ended March 31, 2021, the Company enacted several initiatives to counteract these near-term challenges, including salary reductions, obtaining a Paycheck Protection Program (“PPP”) loan and pivoting its live music production to 100% digital. The Company began producing, curating, and broadcasting digital music festivals and events across its platform which has resulted in the growth in the number of live events streamed, related sponsorship revenue and overall viewership. The Company also launched a new pay-per-view (“PPV”) offering in May 2020, enabling new forms of artist revenue including digital tickets, tipping, digital meet and greet and merchandise sales. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the Company’s results of operations, financial position and liquidity.

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and determined it is eligible for Employee Retention Credits related to payroll taxes paid during the quarter ended December 31, 2021. In accordance with ASC 105-10-05-02, the Company analogized to International Financial Reporting Standards, specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance, and determined that the payroll tax credit will be recognized as a reduction to the payroll tax expense when it is reasonably assured that the credit will be received. The Company received confirmation the credit would be approved and recognized the credit of $0.8 million as a reduction of payroll tax expense for the year ended March 31, 2023. The Company does not anticipate the associated impacts of the other provisions, if any, will have a material effect on its provision for income taxes.

 

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Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, inventory calculations and reserves, the fair value of the Company’s equity-based compensation awards and convertible debt and debenture instruments, fair values of derivatives, and contingencies. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Given the overall uncertainty surrounding the COVID-19 pandemic, there is a reasonable possibility that actual results could differ from those estimates and such differences could be material to the financial position and results of operations, specifically in assessing when the collectability of revenue related consideration is probable, and the impairment assessment of goodwill, indefinite lived assets or long-lived assets that are depreciated or amortized.

 

Revenue Recognition Policy

 

The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company’s efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will not be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.

 

Practical Expedients

 

The Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.

 

Gross Versus Net Revenue Recognition

 

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction by transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its membership service, sponsorship, and merchandising streams and may act as principal or agent for its ticketing/live events, advertising and licensing revenue streams. 

 

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The Company’s revenue is principally derived from the following services:

 

Membership Services

 

Membership services revenue substantially consist of monthly to annual recurring membership fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring membership fees collected in advance and recognizes them in the period earned. Membership revenue is recognized in the period of services rendered. The Company’s membership revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are membership based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes membership revenue straight-line through the membership period.

 

Membership Services consist of:

 

Direct member, mobile service provider and mobile app services

 

The Company generates revenue for membership services on both a direct basis and through memberships sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the member executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the member upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the member is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the member. Membership revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days.

 

Third-Party Original Equipment Manufacturers

 

The Company generates revenue for membership services through memberships sold through a third-party Original Equipment Manufacturer (the “OEM”). For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid membership. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company’s payment terms with OEM are up to 30 days.

 

Advertising Revenue

 

Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis, which represents the Company’s efforts to satisfy the performance obligation. Additionally, following the acquisition of PodcastOne, the Company began deriving revenue from podcast advertising. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions.

 

From time to time the Company enters into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized based on delivery of impressions and in the same manner as described above. Services received are charged to expense when received or utilized. If services are received prior to the delivery of impressions, a liability is recorded. If delivery of impressions have occurred before the receipt of goods or services, a receivable is recorded. Barter revenue for the three months ended  September 30, 2023 and 2022 was $3.6 million and $1.8 million, respectively. Barter revenue for the six months ended  September 30, 2023 and 2022 was $7.7 million and $3.1 million, respectively.

 

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Licensing Revenue

 

Licensing revenue primarily consists of sales of licensing rights to digitally stream the Company’s live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. Any license fees collected in advance of an event are deferred until the event airs.

 

Sponsorship Revenue

 

Sponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach the Company’s customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions.

 

Merchandising Revenue

 

Revenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales also include shipping and handling charges billed to customers, with the related freight costs included in cost of goods sold. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the accompanying condensed consolidated statements of operations. The Company’s customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at  September 30, 2023 and 2022 was less than $0.1 million, respectively.

 

Ticket/Event Revenue

 

Ticket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under one of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits.

 

Revenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor.

 

Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online PPV tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, the Company allocates the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is not readily determinable, it is estimated using observable inputs including an adjusted market based approach, expected cost plus margin, or the residual approach.

 

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Net Income (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period adjusted to addback dividends (declared or cumulative undeclared) applicable to the Series A Preferred Stock. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to third parties and accounted for as equity instruments and convertible notes would be excluded from the diluted earnings per share calculation because their effect is anti-dilutive.

 

Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities such as our preferred stock. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options and restricted stock units ("RSUs").

 

The treasury stock method is used to calculate the potentially dilutive effect of stock options and RSUs. The if-converted method is used to calculate the potentially dilutive effect of the Preferred Stock. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.

 

At September 30, 2023 and 2022, the Company had 2,281,667 and 3,525,191 options outstanding, respectively, 2,874,855 and 1,270,193 restricted stock units outstanding, respectively, 3,114,000 and 3,114,000 common stock warrants and none and 5,960,593 shares of common stock issuable, respectively, underlying the Company’s convertible debt. 

 

The following table shows the calculation of basic and diluted earnings per share for the periods Series A Preferred Stock was outstanding:

 

		Three Months Ended				Six Months Ended
In thousands, except per share amounts			September 30, 2023				September 30, 2023
Net loss attributed to LiveOne		$	(7,580	)		$	(8,075	)
Dividends on preferred stock			(628	)			(1,254	)
Net loss attributed to LiveOne		$	(8,208	)		$	(9,329	)
Basic and diluted weighted average number of shares outstanding			87,222,168				87,097,201
Shares used in computation of basic and diluted earnings per share		$	(0.09	)		$	(0.11	)

 

Cash, Cash Equivalents and Restricted Cash

 

Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less.

 

The following table provides amounts included in cash, cash equivalents and restricted cash presented in the Company’s condensed consolidated statements of cash flows for the six months ended  September 30, 2023 and 2022 (in thousands):

 

		September 30, 2023				March 31, 2023
Cash and cash equivalents		$	3,606			$	8,409
Restricted cash			205				240
Total cash and cash equivalents and restricted cash		$	3,811			$	8,649

 

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The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net income (loss) attributable to non-controlling interests is disclosed in the accompanying condensed consolidated statements of operations.

 

Restricted Cash and Cash Equivalents

 

The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year. As of September 30, 2023 and 2022, the Company had restricted cash of $0.2 million and $0.2 million, respectively.

 

Allowance for Doubtful Accounts

 

The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations.

 

The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the nature of its membership receivables. At September 30, 2023, the Company had one customer that made up 29% of the total accounts receivable balance. At September 30, 2022, the Company had one customer that made up 23% of the total accounts receivable balance. 

 

The Company’s accounts receivable at  September 30, 2023 and March 31, 2023 is as follows (in thousands):

 

		September 30,				March 31,
		2023				2023
Accounts receivable, gross		$	17,886			$	14,228
Less: Allowance for doubtful accounts			(702	)			(570	)
Accounts receivable, net		$	17,184			$	13,658

 

Inventories

 

Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value. Inventories are relieved on a first-in, first-out basis.

 

The carrying value of inventories is reduced for any excess and obsolete inventory. Excess and obsolete reductions are determined based on currently available information, including the likely method of disposition, such as through sales to individual customers and liquidations, and the age of inventory.

 

Concentration of Credit Risk

 

The Company maintains cash balances at commercial banks. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents.

 

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Recently Adopted Accounting Pronouncements 

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on the Company’s consolidated financial statements. The Company adopted ASU 2016-13 on April 1, 2021 on a prospective basis. The adoption of this standard did not have an impact on the Company’s interim condensed consolidated financial statements.

 

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

 

Note 3 — Revenue

 

The following table represents a disaggregation of revenue from contracts with customers for the three and six months ended  September 30, 2023 and 2022 (in thousands):

 

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
Revenue
Membership Services		$	16,428			$	12,788			$	31,640			$	24,872
Advertising			10,732				8,698				21,516				17,640
Merchandising			1,259				1,834				2,999				3,682
Sponsorship and Licensing			97				199				126				313
Ticket/Event			12				13				14				248
Total Revenue		$	28,528			$	23,532			$	56,295			$	46,755

 

For some contracts, the Company may invoice up front for services recognized over time or for contracts in which the Company has unsatisfied performance obligations. Payment terms and conditions vary by contract type, although terms generally cover monthly payments. In the circumstances where the timing of invoicing differs from the timing of revenue recognition, the Company has determined its contracts do not include a significant financing component. The Company has elected to apply the practical expedient under ASC 606-10-50-14 and not provide disclosure of the amount and timing of performance obligations as the performance obligations are part of a contract that has an original expected duration of one year or less.

 

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For the three months ended September 30, 2023 and 2022, one customer accounted for 51% and 45% of the Company’s consolidated revenues, respectively. For the six months ended September 30, 2023 and 2022, one customer accounted for 52% and 44% of the Company’s consolidated revenues, respectively.

 

The following table summarizes the significant changes in the deferred revenue balances during the six months ended September 30, 2023 (in thousands):

 

		Deferred
		Revenue
Balance as of March 31, 2023		$	992
Revenue recognized that was included in the contract liability at beginning of period			(392	)
Increase due to cash received, excluding amounts recognized as revenue during the period			280
Balance as of September 30, 2023		$	880

  

Note 4 — Property and Equipment

 

The Company’s property and equipment at September 30, 2023 and  March 31, 2023 was as follows (in thousands):

 

		September 30,				March 31,
		2023				2023
Property and equipment, net
Computer, machinery, and software equipment		$	6,509			$	6,501
Furniture and fixtures			556				556
Leasehold improvements			531				531
Capitalized internally developed software			15,915				14,662
Total property and equipment			23,511				22,250
Less accumulated depreciation and amortization			(20,521	)			(18,925	)
Total property and equipment, net		$	2,990			$	3,325

 

Depreciation expense was $0.8 million and $1.6 million for the three and six months ended September 30, 2023, respectively, and $0.9 million and $1.8 million for the three and six months ended September 2022, respectively.

 

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Note 5 — Goodwill and Intangible Assets

 

Goodwill

 

The following table presents the changes in the carrying amount of goodwill for the six months ended September 30, 2023 (in thousands):

 

		Goodwill
Balance as of March 31, 2023		$	23,379
Acquisitions			-
Impairment losses			-
Balance as of September 30, 2023		$	23,379

 

Indefinite-Lived Intangible Assets

 

The following table presents the changes in the carrying amount of indefinite-lived brand and trade names intangible assets in the Company’s Audio Group segment for the six months ended September 30, 2023 (in thousands):

 

		Tradenames
Balance as of March 31, 2023		$	4,637
Acquisitions			-
Impairment losses			-
Balance as of September 30, 2023		$	4,637

 

Finite-Lived Intangible Assets

 

The Company’s finite-lived intangible assets were as follows as of September 30, 2023 (in thousands):

 

		Gross								Net
		Carrying				Accumulated				Carrying
		Value				Amortization				Value
Software		$	19,281			$	19,281			$	-
Intellectual property (patents)			5,366				2,057				3,309
Customer relationships			6,570				6,570				-
Content creator relationships			3,077				937				2,140
Domain names			523				165				358
Brand and trade names			1,143				402				741
Customer list			2,767				1,312				1,455
Total		$	38,727			$	30,724			$	8,003

 

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

 

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

 

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Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for patents, content creator relationships, domain names, tradename and customer list are generally three to 15 years, one to two years, two to five years, seven to ten years and three to four years, respectively.

 

The Company’s amortization expense on its finite-lived intangible assets was $0.5 million and $0.7 million for the three and six months ended September 30, 2023, respectively, and $1.3 million and $2.7 million for the three and six months ended September 30, 2022, respectively. The Company recorded an impairment charge of none and $1.4 million for the three and six months ended September 30, 2022 which is classified under impairment of intangible assets within the accompanying condensed consolidated statement of operations. The impairment was the result of a reduction in the events held within React Presents, therefore the Company has stopped marketing the brand name.

 

Finder's Agreement

 

In September 2023, PodcastOne entered into a finder's fee arrangement pursuant to which it agreed to issue shares of PodcastOne common stock at a price of $8.00 per share (subject to adjustment in certain limited circumstances) as a finder’s fee to a certain third party podcast platform in the event certain former and/or current podcasts creators of such platform entered into new podcasting agreements with PodcastOne, with the amount of the fee to be based on the amount of revenues actually derived by PodcastOne from such podcasts during a predetermined period. Payments made to such third party attributed to PodcastOne entering into new podcast contracts were capitalized to content creator relationship intangibles. As of September 30, 2023 the Company has capitalized $2.2 million of payments made to such third party. $0.9 million of the $2.2 million capitalized of payments made to such third party was paid with PodcastOne common stock.

 

The Company expects to record amortization of intangible assets for fiscal years ending March 31, 2024 and future fiscal years as follows (in thousands):

 

For Years Ending March 31,
2024 (remaining six months)		$	930
2025			1,807
2026			1,629
2027			1,024
2028			513
Thereafter			2,100
		$	8,003

  

Note 6 — Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities at September 30, 2023 and March 31, 2023 were as follows (in thousands):

 

		September 30,				March 31,
		2023				2023
Accounts payable		$	10,846			$	10,960
Accrued liabilities			13,878				11,539
Lease liabilities, current			269				273
		$	24,993			$	22,772

 

Note 7 — Notes Payable

 

Notes payable and accrued liabilities at September 30, 2023 and March 31, 2023 were as follows (in thousands):

 

		September 30,				March 31,
		2023				2023
SBA loan		$	161			$	163
Cap Chase loan			1,588				-
			1,749				163
Less: Current portion of Notes payable			(694	)			(15	)
Notes payable		$	1,055			$	148

 

SBA Loan

 

On June 17, 2020, the Company received the proceeds from a loan in the amount of less than $0.2 million from the United States. Small Business Administration (the “SBA”). Installment payments, including principal and interest, begin 12-months from the date of the promissory note. The balance is payable 30-years from the date of the promissory note, and bears interest at a rate of 3.75% per annum. The Company was in compliance with all debt covenants associated with the SBA loan as of September 30, 2023.

 

Loan and Security Agreement

 

In August 2023, the Company entered into a Loan and Security Agreement with Capchase Inc. (“Capchase”) pursuant to which the Company borrowed the amount of $1.7 million to further develop and acquire certain podcasts acquired by PodcastOne and for general working capital. The debt is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026.

 

Maturities of notes payables as of September 30, 2023 were as follows (in thousands):

 

 

For Years Ending March 31,
2024 (remaining six months)		$	438
2025			876
2026			274
Thereafter			161
Total		$	1,749

 

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Note 8 — PodcastOne Bridge Loan

 

PodcastOne’s Private Placement

 

On July 15, 2022 (the “Closing Date”), PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of PodcastOne’s unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8.0 million pursuant to the Subscription Agreements entered into with the Purchasers (the “Subscription Agreements”). In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares (the “PC1 Warrant Shares”) of PodcastOne’s common stock, par value $0.00001 per share. The PC1 Notes were scheduled to mature one year from the Closing Date, subject to a one-time three-month extension at PodcastOne’s election, and were subsequently extended to October 15, 2023 (the “Maturity Date”). The PC1 Notes bore interest at a rate of 10% per annum payable on maturity. The PC1 Notes automatically convert into the securities of PodcastOne sold in a Qualified Financing (an initial public offering of PodcastOne’s securities from which PodcastOne’s trading market at the closing of such offering is a national securities exchange) or Qualified Event (a direct listing of PodcastOne’s securities on a national securities exchange), as applicable, upon the closing of a Qualified Financing or Qualified Event, as applicable, at a price per share equal to the lesser of (i) the price equal to $60.0 million divided by the aggregate number of shares of PodcastOne’s common stock outstanding immediately prior to the closing of a Qualified Financing or Qualified Event, as applicable (assuming full conversion or exercise of all convertible and exercisable securities of PodcastOne then outstanding, subject to certain exceptions), and (ii) 70% of the offering price of the shares (or whole units, as applicable) in the Qualified Financing or 70% of the initial listing price of the shares on a national securities exchange in the Qualified Event, as applicable. Each holder of the PC1 Notes (other than the Company) could at such holder’s option require the Company to redeem up to 45% of the principal amount of such holder’s PC1 Notes (together with accrued interest thereon, but excluding the OID), in aggregate up to $3,000,000 for all of the PC1 Notes (other than those held by the Company), immediately prior to the completion of a Qualified Financing or a Qualified Event, as applicable, with such redemption to be made pro rata to the redeeming holders of the PC1 Notes (the “Optional Redemption”).

 

The Company also agreed (i) not to effect a Qualified Financing or a Qualified Event, as applicable, unless immediately following such event the Company owns no less than 66% of PodcastOne’s equity, unless in either case otherwise permitted by the written consent of the holders of the majority of the PC1 Notes (excluding the Company) (the “Majority Noteholders”) and the senior lender, as applicable, (ii) that until a Qualified Financing or a Qualified Event, as applicable, is consummated, the Company guaranteed the repayment of the PC1 Notes when due (other than the Bridge Notes issued to LiveOne) and any interest or other fees due thereunder, and (iii) that if the Company has not consummated a Qualified Financing or a Qualified Event, as applicable, by February 15, 2023, March 15, 2023 or April 15, 2023, unless in either case permitted by the written consent of the Majority Noteholders, the Company was required to redeem $1,000,000 of the then outstanding PC1 Notes (other than the PC1 Notes issued to the Company) by the tenth calendar day of each month immediately following such respective date, up to an aggregate redemption of $3,000,000 over the course of such three months, each of which shall be distributed to the holders of the Bridge Notes (other than LiveOne) on a prorated basis (the “Early Redemption”).

 

The Company further agreed to register the shares of its common stock issuable upon conversion of the PC1 Notes and exercise of the PC1 Warrants in connection with a Qualified Financing or a Qualified Event. If the Company did not file such registration statement on or prior to April 15, 2023, the Company would have been required to prepay $1,000,000 of the PC1 Notes pro rata to the PC1 Notes holders (other than the Company), and if the Company did not file such registration statement on or prior to July 15, 2023, the Company would have been required to prepay $2,000,000 of the PC1 Notes pro rata to the PC1 Notes holders (other than the Company) (the “Reg St Redemption”). The Company was not required to redeem or repay more than a total of $3,000,000 of the principal amount of the PC1 Notes as a result of the Optional Redemption, the Early Redemption and/or the Reg St Redemption.

 

As part of the PC1 Bridge Loan, the Company redeemed $3.0 million (excluding the OID) worth of PC1 Notes.

 

On September 8, 2023, PodcastOne completed a Qualified Event (its spin out from the Company to become a standard publicly trading company (the “Spin-Out”)) as a result of its direct listing on The NASDAQ Capital Market on such date. In connection with such completed Qualified Event, all of the remaining PC1 Notes (including interest thereunder) in the aggregate amount of approximately $7.02 million converted into approximately 2,341,000 shares of PodcastOne’s common stock. 

 

Warrants

 

The PC1 Warrants were classified as liabilities as they represent an obligation to deliver a variable number of shares of common stock in the future and are therefore required to be initially and subsequently measured at fair value each reporting period. The Company recorded a warrant liability in the amount of $1.7 million (and reduced the proceeds allocated to the PC1 Notes accordingly). The fair value of the PC1 Warrant liability is remeasured each reporting period using a Black Scholes model, and the change in fair value is recorded as an adjustment to the PC1 Warrant liability with the unrealized gains or losses reflected in other income (expense). On September 8, 2023, as a result of the Direct Listing and the shares becoming publicly traded, the warrant liability was reclassified to equity as the number and exercise price of the warrants was settled at 3,114,000 warrants with an exercise price of $3.00 per warrant per the warrant agreement.

 

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The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Black Scholes” modeling, incorporating the following inputs at issuance:

 

		July 15,
		2022
Expected dividend yield			-	%
Expected stock-price volatility			88.88	%
Risk-free interest rate			3.02	%
Simulated share price		$	5.33
Exercise price		$	5.22

 

The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Black-Scholes” modeling, incorporating the following inputs for the periods noted below: 

 

		September 8,
		2023
Expected dividend yield			-	%
Expected stock-price volatility			71.10	%
Risk-free interest rate			4.43	%
Simulated share price		$	4.39
Exercise price		$	3.00

 

		March 31,
		2023
Expected dividend yield			-	%
Expected stock-price volatility			71.50	%
Risk-free interest rate			4.86	%
Simulated share price		$	2.64
Exercise price		$	2.64

 

Total loss of $4.0 million for warrant liabilities accounted for as derivatives have been recorded in other expense for the six months ended  September 30, 2023 in the accompanying condensed consolidated statements of operations. The fair value of the warrant as of September 30, 2023 was $5.9 million and was classified as equity as the warrants were exercisable for a fixed price of $3.00. The fair value of the warrant liability as of March 31, 2023 was $1.8 million. As of September 30, 2023, 3,114,000 warrants of PodcastOne remain outstanding and none have been exercised.

 

Redemption Features

 

The Company determined that the redemption features associated with the PC1 Bridge Loan meet the accounting definition of an embedded derivative that must be separated from the PC1 Bridge Loan and initially and subsequently be reported as a liability (“the Redemption Liability”) and measured at fair value. The fair value of the Redemption Liability was determined using a Monte Carlo simulation model using three scenarios (1) redemption prior to the initial maturity date (65% weighted), (2) redemption at the initial maturity date (25% weighted) and (3) redemption after the initial maturity date (10% weighted).

 

---

 

The fair value of the redemption features is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs for the following periods: 

 

		March 31,
		2023
Simulations			100,000
Expected stock-price volatility			71.50	%
Risk-free interest rate			4.86	%
Conversion price		$	2.54
Stock price		$	2.64

 

The fair value of the Redemption Liability was none at September 30, 2023 and was eliminated as the PC1 Bridge Loan debt was converted into common stock, therefore the derivative component was cancelled. The fair value of the Redemption Liability at March 31, 2023 was $1.3 million. The $0.2 million change in the fair value of the Redemption Liability derivative is recorded as an unrealized loss and included in other income in the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2023.

 

The resulting discount from the OID, underwriting fees, PC1 Warrants, and embedded Redemption Liability derivative of $2.8 million was amortized to interest expense through July 15, 2023, the term of the PC1 Bridge Loan, using the effective interest method. Interest expense resulting from the amortization of the discount for the three and six months ended September 30, 2023 was $1.1 million and $1.0 million, respectively. 

 

Interest expense with respect to the PC1 Bridge Loan for the three and six months ended  September 30, 2023 was $0.1 million and $0.2 million, respectively. There are no restrictive operational covenants associated with the PC1 Bridge Loan.

 

During the six months ended September 30, 2023, the Company redeemed $3.0 million of the PC1 Notes held by third-party holders. At September 30, 2023, all of the PC1 Notes and accrued interest therein have been converted in full in connection with the Spin-Out.

 

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Note 9 — Senior Secured Line of Credit

 

On June 2, 2021, the Company entered into a Business Loan Agreement (the "Former Business Loan Agreement") with East West Bank (the “Senior Lender”), which provides for a revolving credit facility collateralized by all of the assets of the Company and its subsidiaries. In connection with the Former Business Loan Agreement, the Company entered into a Promissory Note with the Senior Lender and established the revolving line of credit in the amount of $7.0 million (the “Revolving Credit Facility”), maturing on June 2, 2023.

 

In July 2022, the Company extended the maturity date of its revolving credit facility to June 2024 and its variable interest rate was increased to 2.5%. The Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate, plus 2.5%. The interest rate for the period ended September 30, 2023 was 11.00%.

 

The principal balance under the Revolving Credit Facility as of September 30, 2023 was $7.0 million. The Company recorded interest expense of $0.3 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively. The Company recorded interest expense of $0.6 million and $0.3 million for the six months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 the Company was not in compliance with a financial covenant under the Revolving Credit Facility but cured the default subsequent to the period within the cure period.

 

On September 8, 2023 and effective as of August 22, 2023 (the “Closing Date”), the Company entered into a new Business Loan Agreement (the “New Business Loan Agreement”) with the Senior Lender, to convert the Company’s revolving credit facility with the Senior Lender into an assets backed loan credit facility with the Senior Lender, which shall continue to be collateralized by a first lien on all of the assets of the Company and its subsidiaries (the “ABL Credit Facility”). The New Business Loan Agreement provides the Company with borrowing capacity of up to the Borrowing Base (as defined in the Business Loan Agreement). Pursuant to the New Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum deposit with the Senior Lender was reduced from $8,000,000 to $5,000,000.

 

Borrowings under the ABL Credit Facility are subject to certain covenants as set forth in the New Business Loan Agreement and bear interest at a rate equal to the prime rate plus 2.50%, provided, that it shall not be less than 7.00%. The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The Business Loan Agreement includes various financial and other covenants with which the Company has to comply in order to maintain borrowing availability, including maintaining required minimum liquidity amount and Borrowing Base capacity.

 

In connection with the New Business Loan Agreement, the Company’s current Promissory Note, dated as of June 2, 2021, issued to the Senior Lender in the principal amount of $7,000,000 (the “Promissory Note”) continues in effect except as modified by the New Business Loan Agreement and the Change in Terms Agreement, dated as of August 22, 2023 (the “Change in Terms Agreement”), entered into by the Company and the Senior Lender in connection with the New Business Loan Agreement.

  

Note 10 — Related Party Transactions

 

As of March 31, 2022, the Company had unsecured convertible Trinad Notes outstanding which were issued to Trinad Capital. In February 2023, the Trinad Notes along with accrued interest were converted into 6,177 shares of Series A Preferred Stock in addition to 200,000 shares of common stock. 6,177 shares of Series A Preferred Stock was outstanding as of September 30, 2023. In April 2023 and July 2023, the Company issued 116 and 192 shares of its Series A Preferred Stock, respectively, to Trinad Capital as dividend payments required by the terms of the Series A Preferred Stock.

 

On September 8, 2023, PodcastOne completed its Direct Listing on the Nasdaq Capital Market which resulted in the Company owning 15,672,186 shares of common stock in PodcastOne along with 1,100,000 common stock warrants to purchase shares of PodcastOne's common stock as of September 30, 2023. Also, on this date, PodcastOne issued 147,044 shares of PodcastOne common stock to the Company's CEO as a result of his ownership of the Company's preferred stock.

 

Note 11 — Leases

 

The Company leases a space at a location under a non-cancellable operating lease with a remaining lease term of 1 year, which originally expired in fiscal year 2022 and was renewed for an additional year. On December 22, 2020, the Company acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, expiring June 30, 2024.

 

The Company leases several office locations with lease terms that are less than 12 months or are on month to month terms. Rent expense for these leases totaled less than $0.1 million for the three months ended September 30, 2023 and 2022, respectively. Rent expense was $0.1 million for the six months ended September 30, 2023 and 2022, respectively. Operating leases with lease terms of greater than 12 months are capitalized in operating lease right-of-use assets and operating lease liabilities in the accompanying condensed consolidated balance sheets. Rent expense for these operating leases totaled $0.1 million and $0.2 million during each of the three and six months ended September 30, 2023 and 2022, respectively.

 

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Operating lease costs for the six months ended September 30, 2023 and 2022 consisted of the following (in thousands):

 

		Six Months Ended				Six Months Ended
		September 30,				September 30,
		2023				2022
Fixed rent cost		$	392			$	312
Short term lease cost			70				27
Total operating lease cost		$	462			$	339

 

Supplemental balance sheet information related to leases was as follows (in thousands):

 

		September 30,				March 31,
Operating leases		2023				2023
Operating lease right-of-use assets		$	259			$	423
Operating lease liability, current		$	269			$	273
Operating lease liability, noncurrent			-				161
Total operating lease liabilities		$	269			$	434

 

The operating lease right-of-use assets are included in other assets and current operating lease liabilities are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets.

 

Maturities of operating lease liabilities as of September 30, 2023 were as follows (in thousands):

 

For Years Ending March 31,
2024 (remaining six months)		$	153
2025			140
Total lease payments			293
Less: imputed interest			(24	)
Present value of operating lease liabilities		$	269

 

Significant judgments

 

Discount rate – the Company’s lease is discounted using the Company’s incremental borrowing rate of 8.5% as the rate implicit in the lease is not readily determinable.

 

Options – the lease term is the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs.

 

Lease and non-lease components – Non-lease components were considered and determined not to be material.

 

 

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Note 12 — Other Long-Term Liabilities

 

Other long-term liabilities consisted of the following (in thousands):

 

		September 30,				March 31,
		2023				2023
Contingent consideration from Gramophone acquisition		$	-			$	174
Accrued royalties			4,535				3,788
Accrued legal			4,115				5,616
Other long-term liabilities			256				-
Total other long-term liabilities		$	8,906			$	9,578

 

The Company classified $4.5 million of accrued royalties into long term based on contractual arrangements with the royalty holders. In addition, the Company accrued $4.1 million into long term liabilities as a result of the Sound Exchange settlement (Note 13 – Commitment and Contingencies). The amount included in Other long-term liabilities includes a contingent consideration liability resulting from the business combination of Gramophone (see Note 17 - Fair Value Measurements) which expired with no payment made during the three months ended September 30, 2023.

 

Note 13 — Commitments and Contingencies

 

Contractual Obligations

 

As of  September 30, 2023, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $8.6 million for the fiscal year ending  March 31, 2024, $1.6 million for the fiscal year ending March 31, 2025 and, $0.3 million for the fiscal year ending March 31, 2026.

 

On a quarterly basis, the Company records the greater of the cumulative actual content acquisition costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period of time is the period that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, members, and other terms of each agreement that impact the Company’s expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

 

Several of the Company’s content acquisition agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause the Company’s payments under those agreements to escalate, which included payments to be made in common stock. In addition, record labels, publishers and performing rights organizations with whom the Company has entered into direct license agreements have the right to audit the Company’s content acquisition payments, and any such audit could result in disputes over whether the Company has paid the proper content acquisition costs. However, as of September 30, 2023, the Company does not believe it is probable that these provisions of its agreements discussed above will, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows.

 

On August 4, 2022, the Company entered into a settlement agreement with a certain music partner attributed to past royalties owed. The Company issued 800,000 shares of its common stock to the music partner and settled $0.4 million of accounts payable with the remaining value of the shares attributed to prepayment for future royalties. The fair value of the shares was determined to be $1.0 million based on the Company’s share price at the date the shares were issued. As of September 30, 2023, $0.3 million was recorded as a prepaid asset related to this transaction in order to fund future amounts owed for royalties. As the agreement was not terminated by the music partner after one year, the Company issued to the music partner an additional 200,000 shares of its common stock as prepayment of future royalties during the three months ended September 30, 2023.

 

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Employment Agreements

 

As of September 30, 2023, the Company has employment agreements with two named executive officers (“Section 16 Officers”) that provide salary payments of $0.7 million and target bonus compensation of up to $0.7 million on an annual basis. Furthermore, such employment agreements contain severance clauses that could require severance payments in the aggregate amount of $10.5 million (excluding the value of potential payouts of discretionary bonuses, pro-rata bonuses, and potential accelerated vesting of equity awards granted to such executive officers).

 

The Company’s CEO agreed to forgive his salary of $0.5 million per annum for the period from August 2021 until December 31, 2022 in exchange for shares of the Company’s common stock and/or restricted stock units to be issued in the future. As of  September 30, 2023, the Company’s board of directors has not yet determined the number of shares of the Company’s common stock and/or restricted stock units to be issued to the CEO as such compensation.

 

Legal Proceedings 

 

On April 10, 2018, Joseph Schnaier, Danco Enterprises, LLC (an entity solely owned by Mr. Schnaier, “Danco”), Wantmcs Holdings, LLC (Mr. Schnaier is the managing member) and Wantickets (Mr. Schnaier is the 90% beneficial owner) filed a complaint in the Supreme Court of the State of New York, County of New York against the Company, LiveXLive Tickets, Inc. (“LXL Tickets”), Robert S. Ellin and certain other defendants. Plaintiffs subsequently voluntarily dismissed all claims against the other defendants. The complaint alleged multiple causes of action arising out of Schnaier’s investment (through Danco) into the Company in 2016, LXL Tickets’ purchase of certain operating assets of Wantickets pursuant to the Asset Purchase Agreement, dated as of May 5, 2017, and Mr. Schnaier’s employment with LXL Tickets, including claims for fraudulent inducement, breach of contract, conversion, and defamation. Based on the remaining claims, plaintiffs were seeking damages of approximately $10.0 million was to be determined at trial, if any, plus interest, attorneys’ fees and costs and other such relief as the court may award. The Company denied and continues to deny plaintiffs’ claims. The Company believes that the complaint is an intentional act by the plaintiffs to publicly tarnish the Company’s and its senior management’s reputations through the public domain in an effort to obtain by threat of litigation certain results for Mr. Schnaier’s self-serving and improper purposes. The Company is vigorously defending this lawsuit and believes that the allegations are without merit and that it has strong defenses. On June 26, 2018, the Company and LXL Tickets, filed counterclaims against the plaintiffs for breach of contract (including under the Asset Purchase Agreement), fraudulent inducement, and other causes of action, seeking injunctive relief, damages, attorneys’ fees and expenses and such other relief as the court may award. As of December 31, 2022, all of plaintiffs’ claims were dismissed or addressed by the parties or the court other than plaintiffs’ claims for fraudulent inducement related to payment of Wantickets’ audit costs, breach of contract based on Mr. Schnaier’s employment agreement with LXL Tickets, and fraudulent inducement due to plaintiffs alleged inability to sell their shares of Company’s common stock acquired pursuant to the APA. The trial was held in late April and early May 2023. In May 2023, the Company achieved a favorable outcome in this lawsuit, as the jury awarded damages to LXL Tickets in the amount of $0.23 million, together with costs and disbursements as taxed by the clerk and with statutory interest at 9% per annum from November 22, 2018, versus damages in the amount of $0.15 million, together with costs and disbursements as taxed by the clerk and with statutory interest at 9% per annum from June 29, 2018 awarded to the plaintiffs. Neither amount is material to the Company. The plaintiffs have indicated their intent to appeal certain rulings in this matter. As of November 15, 2023, the plaintiffs have yet to file the appeal. The Company intends to continue to vigorously defend all remaining defendants, if necessary, against any liability to the plaintiffs with respect to the remaining claims, and the Company believes that the allegations are without merit and that it has strong defenses. As of September 30, 2023, while the Company has assessed that the likelihood of a loss, if any, is not probable, the outcome of this lawsuit is inherently uncertain and the potential range of loss could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

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During each of the quarters ended  September 30, 2023 and 2022, the Company recorded legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third parties that were not material and were included in general and administrative expenses in the accompanying consolidated statement of operations.

 

From time to time, the Company is involved in legal proceedings and other matters arising in connection with the conduct of its business activities. Many of these proceedings may be at preliminary stages and/or seek an indeterminate amount of damages. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not currently expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.

 

The CARES Act

 

The CARES Act, passed in March 2020 and subsequently amended in 2021, allowed eligible employers to take credit up to 70% of qualified wages if the Company experienced either a full or partial suspension of the operation due to COVID related government orders. During the year ended March 31, 2022, the Company, with the guidance from a third-party specialist, determined it was entitled to $2.0 in employee retention credits for the previous business interruption related to COVID. The Company received $1.0 million and no proceeds during the three and six months ended September 30, 2023 and 2022, respectively

 

Note 14 — Employee Benefit Plan

 

The Company sponsors a 401(k) plan (the “401(k) Plan”) covering all employees. Prior to March 31, 2019, only Slacker employees were eligible to participate in the 401(k) Plan. Employees are eligible to participate in the 401(k) Plan the first day of the calendar month following their date of hire. The Company may make discretionary matching contributions to the 401(k) Plan on behalf of its employees up to a maximum of 100% of the participant’s elective deferral up to a maximum of 5% of the employees’ annual compensation. The Company’s matching contributions were not material to the financial statements for the three and six month periods ended September 30, 2023 and 2022.

 

Note 15 — Stockholders’ Deficit 

 

Authorized Common Stock and Authority to Create Preferred Stock

 

The Company has the authority to issue up to 510,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock, $0.001 par value per share, and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).

 

The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s board of directors. The Company’s board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.

 

It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders.

 

 

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Stock Repurchase Program

 

In December 2020, the Company announced that its board of directors has authorized the repurchase up to two million shares of its outstanding common stock from time to time. In November 2022, the Company announced that its board of directors has authorized it to expand its 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. The timing, price, and quantity of purchases under the program will be at the discretion of our management and will depend upon a variety of factors including share price, general and business market conditions, compliance with applicable laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program may be expanded, suspended, or discontinued by our board of directors at any time. Although our board of directors has authorized this stock repurchase program, there is no guarantee as to the exact number of shares, if any, that will be repurchased by us, and we may discontinue purchases at any time that management determines additional purchases are not warranted. We cannot guarantee that the program will be consummated, fully or all, or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our common stock. In addition, this program could diminish our cash reserves. The Company purchased 1,009,744 and 2,000,000 shares of its common stock under the stock repurchase program for the six months ended September 30, 2023 and 2022 for a total of $1.6 million and $1.9 million, respectively.

 

Series A Preferred Stock

 

The Series A Preferred Stock is convertible at any time at a Holder’s option into shares of the Company’s common stock, at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, is perpetual and has no maturity date. At the option of the Company, the dividend may be paid in-kind for the first 12 months after the Effective Date, and thereafter, the Holders shall have the option to select whether subsequent dividend payments shall be paid in kind or in cash; provided, that as long as any Series A Preferred Stock is held by the “Harvest Funds”, Trinad Capital shall receive the dividend solely in kind. The Series A Preferred Stock shall have no voting rights, except as set forth in the Certificate of Designation or as otherwise required by law.

 

The Company may, at its option (the “Optional Redemption Right”), on or before the Mandatory Redemption Date (as defined herein), purchase up to $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (the “Redemption Price”). The Company shall be required on or before the 18-month anniversary of the Effective Date (the “Mandatory Redemption Date”), and in any event if prior to the Mandatory Redemption Date the Company consummates any financing transaction in which the Company, directly or indirectly, raises, in aggregate, gross proceeds of more than $20,000,000 of new capital, to purchase $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds (the “Mandatory Redemption Amount”) at the Redemption Price (the “Mandatory Redemption”). If the Optional Redemption Right is exercised up to the full $5,000,000 amount, the Mandatory Redemption requirement shall be terminated; provided, that if the Optional Redemption Right is exercised in any amount less than $5,000,000, the Mandatory Redemption Amount shall be reduced by the amount that the Optional Redemption Right has been elected and exercised. Without the prior express consent of the majority of the votes entitled to be cast by the holders of Series A Preferred Stock outstanding at the time of such vote (the “Majority Holders”), the Company shall not authorize or issue any additional or other shares of its capital stock that are (i) of senior rank to the Series A Preferred Stock or (ii) of pari passu rank to the Series A Preferred Stock, in each case in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation.

 

Pursuant to the Exchange Agreements, the Company agreed that at any time that any of the shares of Series A Preferred Stock issued to the Harvest Funds are outstanding, (i) to directly or through its 100% owned subsidiaries (as applicable), to own on a fully diluted basis at least 66% of the total equity and voting rights of any and all classes of securities of each of PodcastOne, Slacker, PPV One, Inc., and LiveXLive Events, LLC subsidiaries of the Company, (ii) not to issue shares of its common stock or convertible equity securities at a price less than $2.10 per share (subject to certain exceptions), provided, that such consent shall not be required in connection with any merger, acquisition or other business combinations of the Company and/or any of its subsidiaries with any unaffiliated third party, (iii) not to raise more than an aggregate of $20,000,000 of capital in one or more offerings, including without limitation, one or more equity or debt offerings or a combination thereof, on an accumulated basis commencing after the Effective Date (the “Qualified Offering”); provided, that such consent shall not be required for any equity financing of the Company at a price of $2.25 per share or above, and (iv) if after the Effective Date the Company distributes any of its assets or any shares of its common stock or Common Stock Equivalents (as defined in the Exchange agreements) of any of its subsidiaries pro rata to the record holders of any class of shares of its common stock, the Company shall distribute to the Holders its pro rata portion of any such distribution (calculated on an as-converted basis with respect to the then outstanding Series A Preferred Stock) concurrently with the distribution to the then record holders of any class of its common stock (including an applicable distribution of shares of PodcastOne’s common stock to the Harvest Funds in connection with the Company’s Spin-Out and special dividend of PodcastOne’s common stock to the Company’s stockholders of record), in each case without the Majority Holders’ prior written consent. Any breach of the aforementioned covenants shall constitute a material breach, which if uncured, shall result in the issuance of an aggregate of 56,473 shares of the Company’s restricted common stock (the “Default Shares”) to the Holders for each five trading days (or pro rata thereof) after the date of the breach; provided, that if such breach is cured within the applicable cure period, no Default Shares shall be issued.

 

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In accordance with ASC 480, the Company classified $5.0 million of its Series A Preferred Stock as temporary equity due to the Company’s obligation to redeem $5.0 million of the Series A Preferred Stock on or before 18 months after issuance for cash, which also contains a substantive conversion feature. The redemption feature was not deemed to be closely and clearly related to the equity-type host instrument. Accordingly, it was accounted for as a liability at inception based on its fair value of $0.2 million with subsequent changes in fair value included in earnings. The change in fair value of the embedded derivative included in the statement of earnings was a gain of $0.7 million and $0.2 million for the three and six months ended September 30, 2023. The fair value of the derivative as of September 30, 2023 and March 31, 2023 was $0.1 million and $0.4 million, respectively.

 

In accordance with ASC 480, the Company classified $16.2 million of the Series A Preferred Stock as permanent equity in the financial statements as it was not subject to mandatory redemption at the option of the holder. The Company concluded that the Series A Preferred Stock is more akin to an equity-type instrument than a debt-type instrument, therefore the conversion features associated with the Series A preferred stock classified as permanent equity were deemed to be clearly and closely related to the host instrument and not a derivative under ASC 815. Accordingly the Series A Preferred Stock was not accreted to the redemption amount in effect on the balance sheet date.

 

Each share of Series A Preferred Stock is entitled to receive cumulative dividends payable at a rate per annum of 12% of the Series A Stated Value. During the six months ended September 30, 2023, the Company issued 1,053 shares of its Series A Preferred Stock as a dividend in accordance with terms of the Certificate of Designation.

 

2016 Equity Incentive Plan

 

The Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”) which reserved a total of 12,600,000 shares of the Company’s common stock for issuance. On September 17, 2020, our stockholders approved the amendment to the 2016 Plan to increase the number of shares available for issuance under the plan by 5,000,000 shares increasing the total up to 17,600,000 shares which the Company formally increased on September 30, 2021. Incentive awards authorized under the 2016 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan.

 

The Company recognized share-based compensation expense of $0.9 million and $0.8 million during the three months ended September 30, 2023 and 2022, respectively. The Company recognized share-based compensation expense of $1.6 million and $1.7 million during the six months ended September 30, 2023 and 2022, respectively. The total tax benefit recognized related to share-based compensation expense was none for the three months ended September 30, 2023 and 2022

 

PodcastOne 2022 Equity Plan

 

On December 15, 2022, the PodcastOne’s board of directors and the Company as the sole stockholder, through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., approved PodcastOne’s 2022 Equity Incentive Plan (the “2022 Plan”) which reserved a total of 2,000,000 shares of PodcastOne’s common stock for issuance. Incentive awards authorized under the 2022 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to PodcastOne in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2022 Plan.

 

As of September 30, 2023, PodcastOne has granted incentive awards underlying 651,561 shares of PodcastOne's common stock under the 2022 Plan with a fair value of $4.39 per share. None of the awards had vested or have been forfeited as of September 30, 2023. As of September 30, 2023, PodcastOne recognized $0.3 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $2.5 million, which is expected to be recognized over a weighted-average service period of 0.94 years.

 

 

On September 8, 2023, the Company completed its spin out of PodcastOne from the Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out"), as a result 4.3 million shares of PodcastOne common stock were issued to holders outside of the Company resulting in a non-controlling interest in the company of 21.64%. The stock dividend of 4.3 million shares was a non-reciprocal transfer between PodcastOne and non-LiveOne shareholders. As a result the transaction was recorded as a change in non-controlling interest under ASC 810, which resulted in an increase to non-controlling interest of $1.5 million for the three and six months ended September 30, 2023. Subsequent to the Spin-Out, PodcastOne issued an additional 3.1 million shares to non-LVO holders primarily from the conversion of the PC1 Bridge Loan which resulted in a non-controlling interest of 26.50%, resulting in an increase of $2.4 million to non-controlling interest within the accompanying condensed consolidated statement of stockholders' deficit and mezzanine equity. In addition, as a result of the completion of the Spin-Out and the PodcastOne shares being publicly traded, the variability in the terms of the warrants issued with the PC1 Bridge Loan was resolved so that the warrants issued in PodcastOne common stock were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million.

 

 

Note 16 — Business Segments and Geographic Reporting

 

The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280”).

 

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Beginning in the second quarter of fiscal 2024, management has determined that the Company has three operating segments (PodcastOne, Slacker and Media Group). The Audio Group consist of the Company's PodcastOne and Slacker subsidiaries and the Media Group consist of the Company's remaining subsidiaries. As a result of the Spin-Out of PodcastOne, the Company’s chief operating decision maker (“CODM”) began to make decisions and allocate resources based on three operating segments of the business (PodcastOne, Slacker and Media group). The Company’s reporting segments reflects the manner in which its CODM reviews results and allocates resources. The CODM reviews operating segment performance exclusive of share-based compensation expense, amortization of intangible assets, depreciation, and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and certain other non-cash charges. As a result, the segment information for the prior periods has been recast to conform with the current period presentation.

 

The Company’s three operating segments are also consistent with its internal organizational structure, which is the way the Company assesses operating performance and allocates resources.

 

Customers

 

The Company has one external customer that accounts for more than 10% of its revenue and accounts receivable. Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $14.8 million and $10.6 million for the three months ended  September 30, 2023 and 2022, respectively. Total revenues from the OEM were $28.1 million and $0.6 million for the six months ended  September 30, 2023 and 2022, respectively. Total receivables from the OEM were 29% and 23% of total accounts receivable as of  September 30, 2023 and March 31, 2023, respectively. 

 

Segment and Geographic Information

 

The Company’s operations are based in the United States. All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States, of which $0.2 million resides in PodcastOne, $2.2 million in Slacker and $0.6 million is attributed to our Media Operations. 

 

We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented.

 

The following table presents the results of operations for our reportable segments for the three and six months ended September 30, 2023 and 2022: 

 

		Three months ended
		September 30, 2023
														Corporate
		PodcastOne				Slacker				Media				expenses				Total
Revenue		$	10,516			$	16,417			$	1,595			$	-			$	28,528
Net income (loss)		$	(10,873	)		$	2,250			$	3,168			$	(2,472	)		$	(7,927	)

 

		Three months ended
		September 30, 2022
														Corporate
		PodcastOne				Slacker				Media				expenses				Total
Revenue		$	8,497			$	12,683			$	2,352			$	-			$	23,532
Net income (loss)		$	(457	)		$	2,521			$	(2,618	)		$	(2,855	)		$	(3,409	)

 

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		Six months ended
		September 30, 2023
														Corporate
		PodcastOne				Slacker				Media				expenses				Total
Revenue		$	21,153			$	31,493			$	3,649			$	-			$	56,295
Net income (loss)		$	(11,083	)		$	5,831			$	2,392			$	(5,562	)		$	(8,422	)

 

		Six months ended
		September 30, 2022
														Corporate
		PodcastOne				Slacker				Media				expenses				Total
Revenue		$	17,213			$	24,774			$	4,768			$	-			$	46,755
Net income (loss)		$	(938	)		$	3,512			$	(3,457	)		$	(1,178	)		$	(2,061	)

 

Geographic Information

 

All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States.

  

Note 17 — Fair Value Measurements

 

The following table presents the fair value of the Company’s financial liabilities that are measured at fair value on a recurring basis (in thousands):

 

		September 30, 2023
		Fair				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Assets:
Prepaid expenses - common stock issued subject to market adjustment at settlement		$	76			$	76			$	-			$	-
Total		$	76			$	76			$	-			$	-
Liabilities:
Bifurcated embedded derivative on Series A Preferred Stock		$	127			$	-			$	-			$	127
		$	127			$	-			$	-			$	127

 

		March 31, 2023
		Fair				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Assets:
Prepaid expenses - common stock issued subject to market adjustment at settlement		$	140			$	140			$	-			$	-
Total		$	140			$	140			$	-			$	-
Liabilities:
Contingent consideration liability from Gramophone acquisition		$	174			$	-			$	-			$	174
Warrant liability on PodcastOne bridge loan			1,860				-				-				1,860
Bifurcated embedded derivative on PodcastOne bridge loan			1,288				-				-				1,288
Bifurcated embedded derivative on Series A Preferred Stock			376				-				-				376
		$	3,698			$	-			$	-			$	3,698

 

The following table presents a reconciliation of the Company’s financial liabilities that are measured at Level 3 within the fair value hierarchy (in thousands):

 

		Amount
Balance as of March 31, 2023		$	3,698
Change in fair value of bifurcated embedded derivatives, reported in earnings			3,977
Conversion of embedded derivatives to equity			(1,478	)
Conversion of warrant liability to non-controlling interest			(5,896	)
Change in fair value of contingent consideration liabilities, reported in earnings			(174	)
Balance as of September 30, 2023		$	127

 

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The Company did not elect the fair value measurement option for the following financial assets or liabilities. The fair values of certain financial instruments measured at amortized cost and the hierarchy level the Company used to estimate the fair values are shown below (in thousands):

 

September 30, 2023

Carrying

Hierarchy Level

Value

Level 1

Level 2

Level 3

Liabilities:

PodcastOne bridge loan

$

-

$

-

$

-

$

-

 

		March 31, 2023
		Carrying				Hierarchy Level
		Value				Level 1				Level 2				Level 3
Liabilities:
PodcastOne bridge loan		$	4,726			$	-			$	-			$	4,726

 

 

 

 

 

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

As used herein, “LiveOne,” the “Company,” “we,” “our” or “us” and similar terms include LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three months ended September 30, 2023, and our financial conditions at that date, should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

 

Forward-Looking Statements

 

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “would,” “could,” “should,” “will likely result,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative or other variations thereof or comparable terminology. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our reliance on one key customer for a substantial percentage of our revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of our pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such proposed 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, the timing of the consummation of such proposed event will not occur; our ability to continue as a going concern; our reliance on one key customer for a substantial percentage of our revenue; if and when required, our ability to obtain additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures; our ability to attract, maintain and increase the number of our users and paid members; our ability to identify, acquire, secure and develop content; our ability to successfully implement our growth strategy, our ability to acquire and integrate our acquired businesses, the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; uncertain and unfavorable outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations; changes in laws or regulations that apply to us or our industry; our ability to recognize and timely implement future technologies in the music and live streaming space; our ability to capitalize on investments in developing our service offerings, including the LiveOne App to deliver and develop upon current and future technologies; significant product development expenses associated with our technology initiatives; our ability to deliver end-to-end network performance sufficient to meet increasing customer demands; our ability to timely and economically obtain necessary approval(s), releases and or licenses on a timely basis for the use of our music content on our service platform; our ability to obtain and maintain international authorizations to operate our service over the proper foreign jurisdictions our customers utilize; our ability to expand our service offerings and deliver on our service roadmap; our ability to timely and cost-effectively produce, identify and or deliver compelling content that brands will advertise on and or customers will purchase and or subscribe to across our platform; general economic and technological circumstances in the music and live streaming digital markets; our ability to obtain and maintain licenses for content used on legacy music platforms; the loss of, or failure to realize benefits from, agreements with our music labels, publishers and partners; unfavorable economic conditions in the airline industry and economy as a whole; our ability to expand our domestic or international operations, including our ability to grow our business with current and potential future music labels, festivals, publishers, or partners; the effects of service interruptions or delays, technology failures, material defects or errors in our software, damage to our equipment or geopolitical restrictions; costs associated with defending pending or future intellectual property infringement actions and other litigation or claims; increases in our projected capital expenditures due to, among other things, unexpected costs incurred in connection with the roll out of our technology roadmap or our plans of expansion in North America and internationally; fluctuation in our operating results; the demand for live and music streaming services and market acceptance for our products and services; our ability to generate sufficient cash flow to make payments on our indebtedness; our incurrence of additional indebtedness in the future; our ability to repay the convertible notes at maturity; the effect of the conditional conversion feature of our Series A Preferred Stock; our compliance with the covenants in our debt agreements; our intent to repurchase shares of our common stock from time to time under our announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program the effects of the global COVID-19 pandemic; risks and uncertainties applicable to the businesses of our subsidiaries; and other risks and uncertainties set forth herein. Other factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below in Part II – Item 1A. Risk Factors of this Quarterly Report and in Part I – Item 1A. Risk Factors of our 2023 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “2023 Form 10-K”), as well as other factors and matters described herein or in the annual, quarterly and other reports we file with the SEC. Except as required by law, we do not undertake any obligation to update forward-looking statements as a result of as a result of new information, future events or developments or otherwise. 

 

 

Overview of the Company

 

We are a pioneer in the acquisition, distribution and monetization of live music, Internet radio, podcasting and music-related streaming and video content. Our principal operations and decision-making functions are located in North America. We manage and report our businesses as a single operating segment. Our senior management regularly reviews our operating results, principally to make decisions about how we allocate our resources and to measure our segment and consolidated operating performance. In prior fiscal years we generated a majority of our revenue primarily through membership services from our streaming radio and music services, and to a lesser extent through advertising and licensing across our music platform. In the fourth quarter of our fiscal year ended March 31, 2020, we began generating ticketing, sponsorship, and promotion-related revenue from live music events through our February 2020 acquisition of React Presents. In May 2020, we launched a new pay-per-view (“PPV”) offering enabling new forms of artist revenue including digital tickets, tipping, digital meet and greets, merchandise sales and sponsorship. In July 2020, we entered the podcasting business with the acquisition of PodcastOne and in December 2020, we entered the merchandising business with the acquisition of CPS. In October 2021, we entered artist and brand development and music-related press relations business through our acquisition of Gramophone.

 

For the three months ended September 30, 2023 and 2022, we reported revenue of $28.5 million and $23.5 million, respectively. We have one customer that accounted for more than 10% of its revenue during the three and six months ended September 30, 2023 and 2022. The customer is an original equipment manufacturer (the “OEM”) who provides premium Slacker service in all of their new vehicles. In the three months ended September 30, 2023 and 2022, total revenue from the OEM was $14.8 million and $10.6 million, respectively. In the six months ended September 30, 2023 and 2022, total revenue from the OEM was $28.1 million and $20.6 million, respectively.

 

Key Corporate Developments for the Quarter Ended September 30, 2023

 

We ended the September 30, 2023 quarter with approximately 2,300,000 paid members on our music platform, up from approximately 1,594,000 at September 30, 2022, representing 44% annual growth. Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. We are currently not recognizing revenue related to these members.

 

Basis of Presentation

 

The following discussion and analysis of our business and results of operations and our financial conditions is presented on a consolidated basis. In addition, a brief description is provided of significant transactions and events that have an impact on the comparability of the results being analyzed.

 

Opportunities, Challenges and Risks

 

During our fiscal year ended March 31, 2022, we derived 58% of our revenue from paid memberships and the remainder from advertising, ticketing, sponsorship, merchandising and licensing. During fiscal year ended March 31, 2023, we (i) delivered live events digitally live streamed across our platform, (ii) increased our sponsorship revenue from live events when compared to prior fiscal years and (iii) had revenue from our PPV platform for an entire year, allowing us to charge customers directly to access and watch certain live events digitally on our music platform. As a result of these actions, our revenue for the fiscal year ended March 31, 2023 was comprised of 53% from paid members, 35% from advertising, 9% from merchandise and 1% from ticketing

 

We believe there is substantial near and long-term value in our live music content. We believe the monetary value of broadcasting live music will follow a similar evolution to live sporting events such as the National Football League, Major League Baseball and the National Basketball Association, whereby sports broadcasting rights became more valuable as the demand for live sporting events increased over the past 20 years. As a thought leader in live music, we plan to acquire the broadcasting rights to as many of the top live music events and festivals that are available to us. In the near term, we will continue aggregating our digital traffic across these festivals and monetizing the live broadcasting of these events through advertising, brand sponsorships and licensing of certain broadcasting rights outside of North America.

 

 

With the acceleration of our live events, we have also begun to package, produce and broadcast our live music content on a 24/7/365 basis across our music platform and grow our paid members. Recently, we have entered into distribution relationships with a variety of platforms, including Roku, AppleTV, Amazon Fire, linear OTT platforms such as STIRR and XUMO. As we continue to have more distribution channels, rights and viewership and expand our original programming capabilities, we believe there is a substantial opportunity to increase our brand, advertising, viewership and membership capabilities and corresponding revenue, domestically and globally.

 

We believe our operating results and performance are, and will continue to be, driven by various factors that affect the music industry. Our ability to attract, grow and retain users to our platform is highly sensitive to rapidly changing public music preferences and technology and is dependent on our ability to maintain the attractiveness of our platform, content and reputation to our customers. Beyond fiscal year 2023, the future revenue and operating growth across our music platform will rely heavily on our ability to grow our member base in a cost effective manner, continue to develop and deploy quality and innovative new music services, provide unique and attractive content to our customers, continue to grow the number of listeners on our platform and live music festivals we stream, grow and retain customers and secure sponsorships to facilitate future revenue growth from advertising and e-commerce across our platform.

 

As our music platform continues to evolve, we believe there are opportunities to expand our services by adding more content in a greater variety of formats such as podcasts and video podcasts (“vodcasts”), extending our distribution to include pay television, OTT and social channels, deploying new services for our members, artist merchandise and live music event ticket sales, and licensing user data across our platform. Our acquisitions of PodcastOne, CPS and Gramophone are reflective of our flywheel operating model. Conversely, the evolution of technology presents an inherent risk to our business. Today, we see large opportunities to expand our music services within North America and other parts of the world where we will need to make substantial investments to improve our current service offerings. As a result, and during the fiscal year ending March 31, 2024, we will continue to invest in product and engineering to further develop our future music apps and services, and we expect to continue making significant product development investments to our existing technology solutions over the next 12 to 24 months to address these opportunities.

 

As our platform matures, we also expect our Contribution Margins*, adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”)* and Adjusted EBITDA Margins* to improve in the near and long term, which are non-GAAP measures as defined in section following below titled, “Non-GAAP Measures”. Historically, our live events business has not generated enough direct revenue to cover the costs to produce such events, and as a result generated negative Contribution Margins*, Adjusted EBITDA*, Adjusted EBITDA Margins* and operating losses. Historically, we produced and digitally distributed the live music performances of many of these large global music events to fans all around the world. Beginning in late March 2020, the COVID-19 pandemic had an adverse impact on on-premise live music events and festivals. With the elimination of any fan-attended music events, festivals and concerts, we shifted our operating model beginning in April 2020 towards self-producing live music events that were 100% digital (e.g., artists not performing in front of live fans and solely for digital distribution).

 

Growth in our music services is also dependent upon the number of customers that use and pay for our services, the attractiveness of our music platform to sponsors and advertisers and our ability to negotiate favorable economic terms with music labels, publishers, artists and/or festival owners, and the number of consumers who use our services. Growth in our margins is heavily dependent on our ability to grow the membership base in a cost-efficient manner, coupled with the managing the costs associated with implementing and operating our services, including the costs of licensing music with the music labels, producing, streaming and distributing video and audio content and sourcing and distributing personalized products and gifts. Our ability to attract and retain new and existing customers will be highly dependent on our abilities to implement and continually improve upon our technology and services on a timely basis and continually improve our network and operations as technology changes and as we experience increased network capacity constraints as we continue to grow.

 

For the majority of our agreements with festival owners, we acquire the global broadcast rights. Moreover, the digital rights we acquire principally include any format and screen, and where applicable, future rights to VR and AR. For the quarter ended September 30, 2023 and 2022, all material amounts of our revenue were derived from customers located in the United States and moreover, one of our customers accounted for 52% and 45% of our consolidated revenue, respectively. This significant concentration of revenue from one customer poses risks to our operating results, and any change in the means this customer utilizes our services beyond March 31, 2023 could cause our revenue to fluctuate significantly.

 

Moreover, and with the addition of PodcastOne and CPS in July and December 2020, respectively, the percentage of this customer revenue concentration increased and is expected to continue in the future. In the long term, we plan to expand our business internationally in places such as Europe, Asia Pacific and Latin America, and as a result will continue to incur significant incremental upfront expenses associated with these growth opportunities.

 

 

Consolidated Results of Operations

 

Three Months Ended September 30, 2023, as compared to Three Months Ended September 30, 2022

 

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022
Revenue:		$	28,528			$	23,532
Operating expenses:
Cost of sales			20,547				13,742
Sales and marketing			2,253				2,362
Product development			1,439				1,240
General and administrative			6,352				4,475
Impairment of intangible assets			-				1,356
Amortization of intangible assets			452				1,344
Total operating expenses			31,043				24,519
Income (loss) from operations			(2,515	)			(987	)
Other income (expense):
Interest expense, net			(780	)			(2,576	)
Other expense			(4,653	)			183
Total other income (expense), net			(5,433	)			(2,393	)
(Loss) income before income taxes			(7,948	)			(3,380	)
Provision for (benefit from) income taxes			(21	)			29
Net loss			(7,927	)			(3,409	)
Net loss attributable to non-controlling interest			(347	)			-
Net loss attributed to LiveOne		$	(7,580	)		$	(3,409	)
Net loss per share - basic and diluted		$	(0.09	)		$	(0.04	)
Weighted average common shares – basic and diluted			87,222,168				84,709,971

 

The following table sets forth the depreciation expense included in the above line items (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Depreciation expense
Cost of sales		$	34			$	29				17	%
Sales and marketing			43				49				-12	%
Product development			427				633				-33	%
General and administrative			288				230				25	%
Total depreciation expense		$	792			$	941				-16	%

 

 

The following table sets forth the stock-based compensation expense included in the above line items (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Stock-based compensation expense
Cost of sales		$	672			$	540				24	%
Sales and marketing			228				21				986	%
Product development			592				53				1017	%
General and administrative			1,225				782				57	%
Total stock-based compensation expense		$	2,717			$	1,396				95	%

 

The following table sets forth our results of operations, as a percentage of revenue, for the periods presented:

 

		Three Months Ended
		September 30,
		2023				2022
Revenue			100	%			100	%
Operating expenses
Cost of sales			72	%			58	%
Sales and marketing			8	%			10	%
Product development			5	%			5	%
General and administrative			22	%			19	%
Impairment of intangible assets			0	%			6	%
Amortization of intangible assets			2	%			6	%
Total operating expenses			109	%			104	%
(Loss) income from operations			-9	%			-4	%
Other income (expense), net			-19	%			-10	%
Income (loss) before income taxes			-28	%			-14	%
Income tax provision (benefit)			0	%			0	%
Net loss			-28	%			-14	%
Net loss attributable to non-controlling interest			-1	%			0	%
Net loss attributed to LiveOne			-27	%			-14	%

 

Revenue

 

Revenue was as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Membership services		$	16,428			$	12,788				28	%
Advertising			10,732				8,698				23	%
Merchandising			1,259				1,834				-31	%
Sponsorship and licensing			97				199				-51	%
Ticket/Event			12				13				-8	%
Total Revenue		$	28,528			$	23,532				21	%

 

Membership Revenue

 

Membership revenue increased $3.6 million, or 28%, to $16.4 million for the three months ended September 30, 2023, as compared to $12.8 million for the months ended September 30, 2022. The increase was primarily as a result of member growth with our largest OEM customer.

 

 

Advertising Revenue

 

Advertising revenue increased $2.0 million, or 23%, to $10.7 million for the three months ended September 30, 2023, as compared to $8.7 million for the three months ended September 30, 2022, which is primarily attributable to growth in advertising at PodcastOne year-over-year.

 

Merchandising

 

Merchandising revenue decreased $0.6 million, or 31%, to $1.3 million for the three months ended September 30, 2023, as compared to $1.8 million the three months ended September 30, 2022, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.

 

Sponsorship and Licensing

 

Sponsorship and licensing revenue decreased by $0.1 million, or 51%, to $0.1 million for the three months ended September 30, 2023, as compared to $0.2 million for the three months ended September 30, 2022. The decrease was primarily due to no significant events occurring for the three months ended September 30, 2023.

 

Ticket/Event

 

Ticket/Event revenue decreased by $1,000, or 8%, to $12,000 for the three months ended September 30, 2023, as compared to $13,000 for the three months ended September 30, 2022, driven by the lack of any in-person events during the current year period.

 

Cost of Sales

 

Cost of sales was as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Membership		$	10,609				5,933				79	%
Advertising			9,276				6,844				36	%
Production and Ticketing			926				(243	)			-481	%
Merchandising			(264	)			1,208				-122	%
Total Cost of Sales		$	20,547			$	13,742				50	%

 

Membership

 

Membership cost of sales increased by $4.7 million, or 79%, to $10.6 million for the three months ended September 30, 2023, as compared to $5.9 million for the three months ended September 30, 2022. The increase was in line with the higher membership revenues noted above.

 

Advertising

 

Advertising cost of sales increased by $2.4 million, or 36%, to $9.3 million for the three months ended September 30, 2023, as compared to $6.8 million for the three months ended September 30, 2022. The increase was primarily due to an increase in revenue share expense compared to the prior year period and is line with the increase in revenue for the period.

 

 

Production and Ticketing

 

Production cost of sales decreased by $1.2 million, or 481%, to $0.9 million for the three months ended September 30, 2023, as compared to a credit of $0.2 million for the three months ended September 30, 2022. The Company was able to negotiate credits with some vendors on amounts previously owed during the three months ended September 30, 2023 and 2022.

 

Merchandising

 

Merchandising cost of sales decreased by $1.5 million, or 122%, to a credit of $0.3 million for the three months ended September 30, 2023, as compared to $1.2 million for the three months ended September 30, 2022 due to less events occurring but the Company still incurring fixed cost to support the business and a credit of $1.0 million cash reimbursement received under the CARES Act.

 

Other Operating Expenses

 

Other operating expenses were as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Sales and marketing expenses		$	2,253			$	2,362				-5	%
Product development			1,439				1,240				16	%
General and administrative			6,352				4,475				42	%
Impairment of intangible assets			-				1,356				-100	%
Amortization of intangible assets			452				1,344				-66	%
Total Other Operating Expenses		$	10,496			$	10,777				-3	%

 

Sales and Marketing Expenses

 

Sales and Marketing expenses decreased by $0.1 million, or 5%, to $2.3 million for the three months ended September 30, 2023, as compared to $2.4 million for the three months ended September 30, 2022, primarily driven by reduced payroll costs.

 

Product Development

 

Product development expenses increased by $0.2 million, or 16%, to $1.4 million for the three months ended September 30, 2023, as compared to $1.2 million for the three months ended September 30, 2022, which was driven by an increase in employees as compared to the prior year.

 

General and Administrative

 

General and administrative expenses increased by $1.8 million, or 42%, to $6.4 million for the three months ended September 30, 2023, as compared to $4.5 million for the three months ended September 30, 2022, largely due to an increase in legal fees of $1.0 million and a $0.8 million increase in cost attributed to being a public company from the prior period and the additional cost incurred as a result of the Spin-Out of PodcastOne.

 

           Impairment of Intangible Assets

 

           Impairment of intangible assets decreased $1.4 million, or 100%, to none for the three months ended September 30, 2023, as compared to $1.4 million for the three months ended September 30, 2022, which is attributed to the impairment of intangible assets of React Presents acquisition, see Note 5 – Goodwill and Intangible Assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

 

Amortization of Intangible Assets

 

Amortization of intangible assets decreased by $0.9 million, or 66%, to $0.5 million for the three months ended September 30, 2023, as compared to $1.3 million for the three months ended September 30, 2022. The decrease can be attributed to intangible assets being fully amortized.

 

Total Other Income (Expense)

 

Total other income (expense) was as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Total other income (expense), net		$	(5,433	)		$	(2,393	)			127	%

 

Total other income (expense) increased by $3.1 million, or 127%, to $5.4 million of expense for the three months ended September 30, 2023, as compared to $2.4 million of expense for the three months ended September 30, 2022. The increase is primarily driven by $3.7 million increase in change in value of derivatives which was offset by a decrease in expense of $0.6 million increase in interest expense attributed to our PC1 Bridge Loan (as defined below).

 

Net Income (Loss) Attributable to Non-Controlling Interests

 

Net income attributable to non-controlling interests for the three months ended September 30, 2023 was $0.3 million, which resulted from the Spin-Out of PodcastOne. 

 

 

Six Months Ended September 30, 2023, as compared to Six Months Ended September 30, 2022

 

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results (in thousands):

 

		Six Months				Six Months
		Ended				Ended
		September 30,				September 30,
		2023				2022
Revenue:		$	56,295			$	46,755
Operating expenses:
Cost of sales			39,748				29,125
Sales and marketing			4,157				4,727
Product development			2,685				2,857
General and administrative			11,760				6,685
Impairment of intangible assets			-				1,356
Amortization of intangible assets			699				2,755
Total operating expenses			59,049				47,505
Loss from operations			(2,754	)			(750	)
Other income (expense):
Interest expense, net			(2,198	)			(3,573	)
Other income (expense)			(3,412	)			2,289
Total other expense, net			(5,610	)			(1,284	)
Loss before provision for income taxes			(8,364	)			(2,034	)
Provision for income taxes			58				27
Net loss			(8,422	)			(2,061	)
Net loss attributable to non-controlling interest			(347	)			-
Net loss attributed to LiveOne		$	(8,075	)		$	(2,061	)
Net loss per share – basic and diluted		$	(0.11	)		$	(0.02	)
Weighted average common shares – basic and diluted			87,097,201				84,189,970

 

 

The following table provides the depreciation expense included in the above line items (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Depreciation expense
Cost of sales		$	70			$	54				30	%
Sales and marketing			87				95				-8	%
Product development			867				1,338				-35	%
General and administrative			575				369				56	%
Total depreciation expense		$	1,599			$	1,856				-14	%

 

The following table provides the stock-based compensation expense included in the above line items (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Stock-based compensation expense
Cost of sales		$	940			$	618				52	%
Sales and marketing			220				48				358	%
Product development			647				178				263	%
General and administrative			1,787				1,340				33	%
Total stock-based compensation expense		$	3,594			$	2,184				65	%

 

The following table provides our results of operations, as a percentage of revenue, for the periods presented:

 

		Six Months Ended
		September 30,
		2023				2022
Revenue			100	%			100	%
Operating expenses
Cost of sales			71	%			62	%
Sales and marketing			7	%			10	%
Product development			5	%			6	%
General and administrative			21	%			14	%
Impairment of intangible assets			0	%			3	%
Amortization of intangible assets			1	%			6	%
Total operating expenses			105	%			102	%
Loss from operations			-5	%			-2	%
Other income (expense)			-6	%			5	%
Loss before income taxes			-15	%			-4	%
Income tax provision			0	%			0	%
Net loss			-15	%			-4	%
Net loss attributable to non-controlling interest			-1	%			0	%
Net loss attributed to LiveOne			-14	%			-4	%

 

 

Revenue

 

Revenue was as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Membership services		$	31,640			$	24,872				27	%
Advertising			21,516				17,640				22	%
Merchandising			2,999				3,682				-19	%
Sponsorship and licensing			126				313				-60	%
Ticket/Event			14				248				-94	%
Total Revenue		$	56,295			$	46,755				20	%

 

Membership Services Revenue

 

Membership services revenue increased by $6.8 million, or 27%, to $31.6 million during the six months ended September 30, 2023, as compared to $24.9 million during the six months ended September 30, 2022, which was primarily as a result of membership growth with our largest OEM customer.

 

Advertising Revenue

 

Advertising revenue increased by $3.9 million, or 22%, to $21.5 million during the six months ended September 30, 2023, as compared to $17.6 million during the six months ended September 30, 2022, which is primarily attributed to our growth in PodcastOne over the period.

 

Merchandising Revenue

 

Merchandising revenue decreased by $0.7 million, or 19%, to $3.0 million for the six months ended September 30, 2023, as compared to $3.7 million the six months ended September 30, 2022, primarily due to a reduction in demand from both retail partners and our direct to consumer business.

 

Sponsorship and licensing

 

Sponsorship and licensing revenue decreased by $0.2 million or 60%, to $0.1 million for the six months ended September 30, 2023, as compared to $0.3 million for the six months ended September 30, 2022, the decrease is primarily driven by the fewer events occurring in the current year.

 

Ticket/Event Revenue

 

Ticket/Event revenue decreased $0.2 million, or 94%, to $14,000 for the six months ended September 30, 2023, as compared to $0.2 million for the six months ended September 30, 2022.The decrease was due to PPV ticket fees and production revenues decreasing due to lower events held during the current year comparable period. 

 

 

Cost of Sales

 

Cost of sales was as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Membership		$	20,228			$	13,088				55	%
Advertising			17,677				14,046				26	%
Production and Ticketing			2,325				(498	)			-567	%
Merchandising			(482	)			2,489				-119	%
Total Cost of Sales		$	39,748			$	29,125				36	%

 

Membership

 

Membership cost of sales increased $7.1 million, or 55%, to $20.2 million for the six months ended September 30, 2023, as compared to $13.1 million for the six months ended September 30, 2022. The increase was in line with the higher membership revenues noted above.

 

Advertising

 

Advertising cost of sales increased $3.6 million, or 26%, to $17.7 million for the six months ended September 30, 2023, as compared to $14.0 million for the six months ended September 30, 2022. The increase was primarily attributed to an increase in revenue share paid to partners.

 

Production and Ticketing

 

Production cost of sales increased $2.8 million, or 567%, to $2.3 million for the six months ended September 30, 2023, as compared to a credit of $0.5 million for the six months ended September 30, 2022. The increase was primarily due to the Company settled past amounts owed for vendors, therefore credits were recorded during the prior period.

 

Merchandising

 

Merchandising cost of sales decreased $3.0 million, or 119%, from a credit of $0.5 million for the six months ended September 30, 2023, as compared to $2.5 million for the six months ended September 30, 2022 which was the result of less events occurring during the current year and a cash reimbursement of $1.0 million under the CARES Act.

 

Other Operating Expenses

 

Other operating expenses were as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Sales and marketing expenses		$	4,157			$	4,727				-12	%
Product development			2,685				2,857				-6	%
General and administrative			11,760				6,685				76	%
Impairment of intangible assets			-				1,356				-100	%
Amortization of intangible assets			699				2,755				-75	%
Total Other Operating Expenses		$	19,301			$	18,380				5	%

 

Sales and Marketing Expenses

 

Sales and marketing expenses decreased $0.6 million, or 12%, to $4.2 million for the six months ended September 30, 2023, as compared to $4.7 million for the six months ended September 30, 2022. The decrease was largely due to lower salaries and wages.

 

 

Product Development

 

Product development expenses decreased $0.2 million, or 6%, to $2.7 million for the six months ended September 30, 2023, as compared to $2.9 million for the six months ended September 30, 2022. The decrease was primarily due to headcount reductions.

 

General and Administrative

 

General and administrative expenses increased $5.1 million, or 76%, to $11.8 million for the six months ended September 30, 2023, as compared to $6.7 million for the six months ended September 30, 2022. The increase was largely due to an increase in share-based compensation of $0.7 million, salaries and benefits of $2.0 million, primarily driven by the increase of corporate personnel and professional services of $2.4 million.

 

Impairment of Intangible Assets

 

Impairment of intangible assets decreased $1.4 million, or 100%, to none for the three months ended September 30, 2023, as compared to $1.4 million for the six months ended September 30, 2022, which is attributed to the impairment of intangible assets of React Presents acquisition, see Note 5 – Goodwill and Intangible Assets.

 

Amortization of Intangible Assets

 

Amortization of intangible assets decreased by $2.1 million, or 75%, to $0.7 million for the six months ended September 30, 2023, as compared to $2.8 million for the six months ended September 30, 2022. The decrease was primarily due to intangible assets becoming fully amortized in the prior year.

 

Total Other Expense, net

 

Total other expense, net was as follows (in thousands): 

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Total other expense, net		$	(5,610	)		$	(1,284	)			337	%

 

Total other expense, net increased $4.3 million, or 337%, to $5.6 million for the six months ended September 30, 2023, as compared to $1.3 million expense for the six months ended September 30, 2022. The increase was due to an increase in other income of $1.6 million from the prior year period as a result of the settlement of an acquisition earnout in the prior period partially offset by increased interest expense primarily attributable to accretion of interest on our debt discounts related to the PC1 Bridge loan in the prior period. The increase can also be attributed to $2.7 million change in the fair value of derivatives.

 

Net Income (Loss) Attributable to Non-Controlling Interests

 

Net income attributable to non-controlling interests for the six months ended September 30, 2023 was $0.3 million as a result of the Spin-Out of PodcastOne.

 

Business Segment Results

 

Three Months Ended September 30, 2023, as compared to Three Months Ended September 30, 2022

 

Audio Group - PodcastOne Operations

 

Our Audio Group Operations, which include our PodcastOne operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	10,516			$	8,497				24	%
Cost of Sales			9,057				6,328				43	%
Sales & Marketing, Product Development and G&A			2,681				1,820				47	%
Intangible Asset Amortization			190				25				660	%
Operating Income (Loss)		$	(1,412	)		$	324				-536	%
Operating Margin			-13	%			4	%			-452	%
Adjusted EBITDA*		$	94			$	585				-84	%
Adjusted EBITDA Margin*			1	%			7	%			-87	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

 

Revenue

 

Revenue increased $2.0 million, or 24%, during the three months ended September 30, 2023, primarily due to increased advertising.

 

Operating Income

 

Operating income decreased by $1.7 million or 536%, for the three months ended September 30, 2023, as the increase in revenue was lower than the increase in operating expenses due to growing the business and Spin-Out costs.  

 

Adjusted EBITDA

 

Adjusted EBITDA decreased by $0.5 million, or 84%, to $0.1 million for the three months ended September 30, 2023, as compared to $0.6 million for the three months ended September 30, 2022. This was largely due to an increase in general and administrative cost associated with the Spin-Out.

 

Audio Group - Slacker Operations

 

Our Audio Group Operations, which include our Slacker operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	16,417			$	12,683				29	%
Cost of Sales			10,827				6,453				68	%
Sales & Marketing, Product Development and G&A			2,895				1,819				59	%
Intangible Asset Amortization			89				1,187				-93	%
Operating Income (Loss)		$	2,606			$	3,224				-19	%
Operating Margin			16	%			25	%			-38	%
Adjusted EBITDA*		$	5,038			$	5,721				-12	%
Adjusted EBITDA Margin*			31	%			45	%			-32	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

Revenue

 

Revenue increased $3.7 million, or 29%, during the three months ended September 30, 2023, primarily due to increased membership revenue as a result of increased membership growth with our largest OEM customer.

 

Operating Income

 

Operating income decreased by $0.6 million or 19%, for the three months ended September 30, 2023, as the increase in revenue was lower than the increase in operating expenses due to higher headcount.  

 

Adjusted EBITDA

 

Adjusted EBITDA decreased by $0.7 million, or 12%, to $5.0 million for the three months ended September 30, 2023, as compared to $5.7 million for the three months ended September 30, 2022. This was largely due to an increase in selling, general and administrative expenses.

 

Media Group Operations

 

Our Media Group Operations which consist of all of our other operating subsidiaries outside of PodcastOne and Slacker operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	1,595			$	2,352				-32	%
Cost of Sales			663				961				-31	%
Sales & Marketing, Product Development and G&A			1,901				2,351				-19	%
Intangible Asset Amortization			173				1,488				-88	%
Operating Income (Loss)		$	(1,142	)		$	(2,448	)			-53	%
Operating Margin			-72	%			-104	%				%
Adjusted EBITDA*		$	(561	)		$	(862	)			-35	%
Adjusted EBITDA Margin*			-35	%			-37	%			-4	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

 

Revenue

 

Revenue decreased $0.8 million, or 32%, to $1.6 million during the three months ended September 30, 2023, as compared to $2.4 million for the three months September 30, 2022, primarily due to decrease in events which took place in the prior year.

 

Operating Loss

 

Operating loss decreased by $1.3 million, or 53%, to a loss of $1.1 million for the three months ended September 30, 2023 from a loss of $2.4 million for the three months ended September 30, 2022, as a result of an increase in contribution margin coupled with the decrease in expenses due to a reduction in staff.

 

Adjusted EBITDA

 

Adjusted EBITDA loss decreased by $0.3 million, or 35%, to a $(0.6) million loss for the three months ended September 30, 2023, as compared to a $(0.9) million loss for the three months September 30, 2022. This was largely due to the decrease in other income compared to the prior year.

 

Corporate expense

 

Our Corporate operating results and discussions of significant variances are, as follows (in thousands):

 

										%
		Three months ended								Change
		September 30,								2023 vs.
		2023				2022				2022
Sales & Marketing, Product Development, and G&A		$	2,567			$	2,087				23	%
Operating Loss		$	(2,567	)		$	(2,087	)			23	%
Operating Margin			N/A				N/A				-	%
Adjusted EBITDA*		$	(1,786	)		$	(1,053	)			70	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA.

 

Operating Loss

 

Operating loss increased by $0.5 million, or 23%, to $2.6 million for three months ended September 30, 2023, as compared to $2.1 million for the three months ended September 30, 2022, largely due to an increase in legal and accounting costs.

 

Adjusted EBITDA

 

Corporate Adjusted EBITDA loss increased $0.7 million, or 70%, to $(1.8) million for the three months ended September 30, 2023 as compared to $(1.1) million for the year ended September 30, 2022. The increase was largely due to the change in embedded derivatives. 

 

 

Six Months Ended September 30, 2023, as compared to Six Months Ended September 30, 2022

 

Audio Group - PodcastOne Operations

 

Our Audio Group Operations, which include our PodcastOne operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	21,153			$	17,213				23	%
Cost of Sales			17,279				12,909				34	%
Sales & Marketing, Product Development and G&A			4,714				4,315				9	%
Intangible Asset Amortization			216				51				324	%
Operating Income (Loss)		$	(1,056	)		$	(62	)			1603	%
Operating Margin			-5	%			0	%			1286	%
Adjusted EBITDA*		$	763			$	459				66	%
Adjusted EBITDA Margin*			4	%			3	%			35	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

Revenue

 

Revenue increased $3.9 million, or 23%, during the six months ended September 30, 2023, primarily due to an increase in content provided year over year.

 

Operating Income

 

Operating income decreased by $1.0 million or 1,603%, for the six months ended September 30, 2023, as the increase in revenue was lower than the increase in operating expenses due to higher headcount and prior year credit from vendor credits.  

 

Adjusted EBITDA

 

Adjusted EBITDA increased by $0.3 million, or 66%, to $0.8 million for the six months ended September 30, 2023, as compared to $0.5 million for the three months ended September 30, 2022. This was largely due to an increase in revenue and decrease in other income.

 

Audio Group - Slacker Operations

 

Our Audio Group Operations, which include our Slacker operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	31,493			$	24,774				27	%
Cost of Sales			20,626				14,226				45	%
Sales & Marketing, Product Development and G&A			4,754				3,716				28	%
Intangible Asset Amortization			179				2,377				-92	%
Operating Income (Loss)		$	5,934			$	4,455				33	%
Operating Margin			19	%			18	%			5	%
Adjusted EBITDA*		$	9,429			$	9,006				5	%
Adjusted EBITDA Margin*			30	%			36	%			-18	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

Revenue

 

Revenue increased $6.7 million, or 27%, during the six months ended September 30, 2023, primarily due to increased membership revenue as a result of increased membership growth with our largest OEM customer.

 

Operating Income

 

Operating income increased by $1.5 million or 33%, for the six months ended September 30, 2023, as the increase in revenue was higher than the increase in operating expenses due to lower headcount and cost efficiencies.

 

Adjusted EBITDA

 

Adjusted EBITDA increased by $0.4 million, or 5%, to $9.4 million for the six months ended September 30, 2023, as compared to $9.0 million for the three months ended September 30, 2022. This was largely due to an increase in revenue and decrease in other income.

 

 

Media Group Operations

 

Our Media Group Operations which consist of all of our other operating subsidiaries outside of PodcastOne and Slacker operating results were, and discussions of significant variances are, as follows (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022				% Change
Revenue		$	3,649			$	4,768				-23	%
Cost of Sales			1,843				1,990				-7	%
Sales & Marketing, Product Development and G&A			4,056				4,068				0	%
Intangible Asset Amortization			304				1,683				-82	%
Operating Income (Loss)		$	(2,554	)		$	(2,973	)			-14	%
Operating Margin			-70	%			-62	%			12	%
Adjusted EBITDA*		$	(1,671	)		$	(2,407	)			-31	%
Adjusted EBITDA Margin*			-46	%			-50	%			-9	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.

 

Revenue

 

Revenue decreased $1.1 million, or 23%, to $3.6 million during the six months ended September 30, 2023, as compared to $4.8 million for the six months September 30, 2022, primarily due to decrease in merchandise sales year over year.

 

Operating Loss

 

Operating loss decreased by $0.4 million, or 14%, to a loss of $2.6 million for the six months ended September 30, 2023 from a loss of $3.0 million for the six months ended September 30, 2022, as a result of a decrease in contribution margin coupled with the increase in expenses due to higher salaries.

 

Adjusted EBITDA

 

Adjusted EBITDA loss decreased by $0.7 million, or 31%, to $(1.7) million loss for the six months ended September 30, 2023, as compared to a $(2.4) million loss for the six months September 30, 2022. This was largely due to the decrease in operating cost and other income compared to the prior year.

 

Corporate expense

 

Our Corporate operating results and discussions of significant variances are, as follows (in thousands):

 

										%
		Six months ended								Change
		September 30,								2023 vs.
		2023				2022				2022
Sales & Marketing, Product Development, and G&A		$	5,078			$	2,170				134	%
Operating Loss		$	(5,078	)		$	(2,170	)			134	%
Operating Margin			N/A				N/A				-	%
Adjusted EBITDA*		$	(3,527	)		$	(690	)			411	%

 

*	See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA.

 

Operating Loss

 

Operating loss increased by $2.9 million, or 134%, to $5.1million for six months ended September 30, 2023, as compared to $2.2 million for the six months ended September 30, 2022, largely due to settlements of litigation and accrued expenses in the prior period which reduced the expense.

 

Adjusted EBITDA

 

Corporate Adjusted EBITDA increased $2.8 million, or 441%, to $(3.5) million loss for the six months ended September 30, 2023 as compared to $(0.7) million loss for the year ended September 30, 2022. The increase was largely due to the increase in legal and accounting cost. 

 

 

Non-GAAP Measures

 

Contribution Margin

 

Contribution Margin is a non-GAAP financial measure defined as Revenue less Cost of Sales.

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) 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, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. We use Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about Adjusted EBITDA assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect 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.

 

Adjusted EBITDA Margin

 

Adjusted EBITDA Margin is a non-GAAP financial measure that we define as the ratio of Adjusted EBITDA to Revenue.

 

The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the three and months ended September 30, 2023 and 2022 (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 September 30, 2023
Operations – PodcastOne		$	(10,873	)		$	253			$	854			$	413			$	9,447			$	-			$	94
Operations – Slacker			2,250				694				998				742				354				-				5,038
Operations – Other			3,168				294				178				107				(4,308	)			-				(561	)
Corporate			(2,472	)			3				686				78				(60	)			(21	)			(1,786	)
Total		$	(7,927	)		$	1,244			$	2,716			$	1,340			$	5,433			$	(21	)		$	2,785
Three Months Ended September 30, 2022
Operations – PodcastOne		$	(457	)		$	82			$	300			$	5			$	655			$	-			$	585
Operations – Slacker			2,521				1,968				442				87				703				-				5,721
Operations – Other			(2,618	)			1,586				127				3				40				-				(862	)
Corporate			(2,855	)			5				527				246				995				29				(1,053	)
Total		$	(3,409	)		$	3,641			$	1,396			$	341			$	2,393			$	29			$	4,391

 

														Non-
														Recurring
														Acquisition and				Other				(Benefit)
		Net Income				Depreciation and				Stock-Based				Realignment				(Income)				Provision				Adjusted
		(Loss)				Amortization				Compensation				Costs				Expense				for Taxes				EBITDA
Six Months Ended September 30, 2023
Operations – PodcastOne		$	(11,083	)		$	339			$	938			$	719			$	9,850			$	-			$	763
Operations – Slacker			5,831				1,408				1,214				874				102				-				9,429
Operations - Other			2,392				543				213				133				(4,952	)			-				(1,671	)
Corporate			(5,562	)			8				1,229				130				610				58				(3,527	)
Total		$	(8,422	)		$	2,298			$	3,594			$	1,856			$	5,610			$	58			$	4,994
Six Months Ended September 30, 2022
Operations – PodcastOne		$	(938	)		$	156			$	586			$	-			$	655			$	-			$	459
Operations – Slacker			3,512				3,941				440				171				942				-				9,006
Operations - Other			(3,457	)			1,858				217				115				(1,140	)			-				(2,407	)
Corporate			(1,178	)			12				941				(1,319	)			827				27				(690	)
Total		$	(2,061	)		$	5,967			$	2,184			$	(1,033	)		$	1,284			$	27			$	6,368

 

 

The following table sets forth the reconciliation of Contribution Margin to Revenue, the most comparable GAAP financial measure (in thousands):

 

		Three Months Ended
		September 30,
		2023				2022
Revenue:		$	28,528			$	23,532
Less:
Cost of sales			(20,547	)			(13,742	)
Amortization of developed technology			(726	)			(1,151	)
Gross Profit			7,255				8,639
Add back amortization of developed technology:			726				1,151
Contribution Margin		$	7,981			$	9,790

 

		Six Months Ended
		September 30,
		2023				2022
Revenue:		$	56,295			$	46,755
Less:
Cost of sales			(39,748	)			(29,125	)
Amortization of developed technology			(1,473	)			(1,928	)
Gross Profit			15,074				15,702
Add back amortization of developed technology:			1,473				1,928
Contribution Margin		$	16,547			$	17,630

 

Liquidity and Capital Resources

 

Current Financial Condition

 

As of September 30, 2023, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $3.8 million, which primarily are invested in cash in banking institutions in the U.S. The vast majority of our cash proceeds were received as a result of our operations, incurrence of debt, the issuance of convertible notes and public offerings of our common shares. As of September 30, 2023, we have a senior secured line of credit of $7.0 million, the Capchase Loan (as defined below) of $1.7 million and a SBA loan balance of $0.1 million. 

 

As reflected in our condensed consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and incurred a net loss of $8.4 million for the six months ended September 30, 2023, and used cash of 0.1 million in operating activities for the six months ended September 30, 2023 and had a working capital deficiency of $20.4 million as of September 30, 2023. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year from the date that the financial statements are issued. Our condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.

 

Our long-term ability to continue as a going concern is dependent upon our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and adequate financing. Our ability to continue as a going concern is also dependent its ability to further develop and execute on our business plan. We may also have to reduce certain overhead costs through the reduction of salaries and other means and settle liabilities through negotiation. There can be no assurance that management’s attempts at any or all of these endeavors will be successful. 

 

Sources of Liquidity

 

In July 2022, PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of its unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8,035,000 pursuant to the Subscription Agreements entered into with the Purchasers. In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares of PodcastOne’s common stock, par value $0.00001 per share (See Note 8 – PodcastOne Bridge Loan). As part of the PC1 Bridge Loan, we purchased $3,000,000 (excluding the OID) worth of PC1 Notes. As of September 30, 2023 all of the PC1 Bridge Loan has been converted into common stock of PodcastOne.

 

In August 2023, we entered into a Loan and Security Agreement with Capchase Inc. (“Capchase”) pursuant to which we borrowed $1.7 million to further develop and acquire certain podcasts acquired by PodcastOne and for general working capital (the "Capchase Loan"). The Capchase Loan is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026. (See Note 7 – Notes Payable).

 

Our cash flows from operating activities are significantly affected by our cash-based investments in our operations, including acquiring live music events and festivals rights, our working capital, and corporate infrastructure to support our ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities. Cash used in investing activities has historically been, and is expected to be, impacted significantly by our investments in business combinations, our platform, and our infrastructure and equipment for our business offerings, and sale of our investments. We expect to make additional strategic acquisitions to further grow our business, which may require significant investments, capital raising and/or acquisition of additional debt in the near and long term. Over the next twelve to eighteen months, our net use of our working capital could be substantially higher or lower depending on the number and timing of new live festivals and paid members that we add to our businesses.

 

 

Subject to applicable limitations in the instruments governing our outstanding indebtedness, we may from time to time repurchase our debt, including the unsecured convertible notes, in the open market, through tender offers, through exchanges for debt or equity securities, in privately negotiated transactions or otherwise.

 

In the future, we may utilize additional commercial financings, bonds, notes, debentures, lines of credit and term loans with a syndicate of commercial banks or other bank syndicates and/or issue equity securities (publicly or privately) for general corporate purposes, including acquisitions and investing in our intangible assets, music equipment, platform and technologies. We may also use our current cash and cash equivalents to repurchase some or all of our unsecured convertible notes, and pay down our debt, in part or in full, subject to repayment limitation set forth in the credit agreement. Management plans to fund its operations over the next twelve months through the combination of improved operating results, spending rationalization, and the ability to access sources of capital such as through the issuance of equity and/or debt securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. We filed a new universal shelf Registration Statement on Form S-3 (the “New Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022. Under the New Shelf S-3, we have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments.

 

Sources and Uses of Cash

 

 

The following table provides information regarding our cash flows for the six months ended September 30, 2023 and 2022 (in thousands):

 

		Six Months Ended
		September 30,
		2023				2022
Net cash used in operating activities		$	(45	)		$	(6,797	)
Net cash used in investing activities			(1,800	)			(1,278	)
Net cash (used in) provided by financing activities			(2,993	)			2,312
Net change in cash, cash equivalents and restricted cash		$	(4,838	)		$	(5,763	)

 

Cash Flows Provided by Operating Activities 

 

For the six months ended September 30, 2023

 

Net cash used in operating activities of $0.1 million primarily resulted from our net loss during the period of $7.0 million, which included non-cash charges of $11.6 million largely comprised of depreciation and amortization, stock-based compensation, change in fair value of derivatives and amortization of debt discount. The remainder of our sources of cash used in operating activities of $(3.2) million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities, accrued royalties, and deferred revenue.

 

For the six months ended September 30, 2022

 

          Net cash used in our operating activities of $6.8 million primarily resulted from our net loss during the period of $(2.1) million, which included non-cash charges of $0.7 million largely comprised of depreciation and amortization, stock-based compensation, write-off of accrued expenses, impairment charges and changes in fair values of derivatives. The remainder of our sources of cash used in operating activities of $(5.4) million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable, and deferred revenue.

 

 

Cash Flows Used In Investing Activities

 

For the six months ended September 30, 2023

 

Net cash used in investing activities of $1.8 million was primarily due to the $1.3 million cash used for the purchase of capitalized internally developed software costs and $0.5 million used for the purchase of intangibles during the six months ended September 30, 2023.

 

For the six months ended September 30, 2022

 

Net cash used in investing activities of $1.3 million was primarily due to the $1.3 million cash used for the purchase of capitalized internally developed software costs during the six months ended September 30, 2022.

 

Cash Flows Provided by Financing Activities 

 

For the six months ended September 30, 2023

 

Net cash used in financing activities of $3.0 million was due to the repayment of our PC1 Bridge Loan of $3.0 million and repurchase of common stock under the Company’s share repurchase program of $1.6 million offset by proceeds from notes payable of $1.7 million.

 

For the six months ended September 30, 2022

 

Net cash provided by financing activities of $2.3 million was due to $4.7 million of proceeds from our PC1 Bridge Loan of $4.4 million and $0.3 million on proceeds from a notes payable financing offset by a $1.9 million payment for treasury stock and a $0.4 million payment of a contingent consideration.

 

Debt Covenants

 

As of September 30, 2023 the Company was in compliance under the Capchase Loan and not in compliance with all covenants under the ABL Credit Facility but cured the default subsequent to the period within the cure period.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Interim Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation (the “Evaluation”), under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, as a result of the material weaknesses identified in our 2023 Form 10-K, our Chief Executive Officer and Interim Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective.

 

 

Limitations of Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to reasonably ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Inherent limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by one or more persons. In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible future events.

 

Changes in Internal Control over Financial Reporting

 

We continue to be in the process of implementing changes, as more fully described in our 2023 Form 10-K, to our internal control over financial reporting to remediate the material weaknesses as described in our 2023 Form 10-K.

 

There have been no changes in our internal control over financial reporting, during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

CEO and CFO Certifications

 

Exhibits 31.1 and 31.2 to this Quarterly Report are the Certifications of our Chief Executive Officer and Interim Chief Financial Officer, respectively. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are from time to time, party to various legal proceedings arising out of our business. Certain legal proceedings in which we are involved are discussed in Note 13 - Commitments and Contingencies, to the condensed consolidated financial statements included elsewhere in this Quarterly Report, and are incorporated herein by reference. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. 

 

Item 1A. Risk Factors.

 

We have set forth in Item 1A. Risk Factors in our 2023 Form 10-K, risk factors relating to our business and industry, our acquisition strategy, our company, our subsidiaries, our technology and intellectual property, and our common stock. Readers of this Quarterly Report are referred to such Item 1A. Risk Factors in our 2023 Form 10-K for a more complete understanding of risks concerning us. Except as set forth below, there have been no material changes in our risk factors since those published in our 2023 Form 10-K.

 

Risks Related to Our Business and Industry

 

We rely on one key customer for a substantial percentage of our revenue. The loss of our largest customer or the significant reduction of business or growth of business from our largest customer could significantly adversely affect our business, financial condition and results of operations.

 

Our business is dependent, and we believe that it will continue to depend, on our customer relationship with Tesla, which accounted for 48% of our consolidated revenue for the six months ended September 30, 2023, and 43% of our consolidated revenue for the three months ended September 30, 2022. Our existing agreement with Tesla governs our music services to its car user base in North America, including our audio music streaming services. If we fail to maintain certain minimum service level requirements related to our service with Tesla or other obligations related to our technology or services, Tesla may terminate our agreement to provide them with such service. Tesla may also terminate our agreement for convenience at any time. If Tesla terminates our agreement, requires us to renegotiate the terms of our existing agreement or we are unable to renew such agreement on mutually agreeable terms, no longer makes our music services available to Tesla’s car user base, becomes a native music service provider, replaces our music services with one or more of our competitors and/or we experience a significant reduction of business from Tesla, our business, financial condition and results of operations would be materially adversely affected.

 

In addition, a significant amount of the membership revenue we generate from Tesla is indirectly subsidized by Tesla to its customers, which Tesla is not committed to carry indefinitely, including the ability to terminate and/or change our music services for convenience at any time. Should our membership revenue services no longer be subsidized by and/or made available by Tesla to its customers or if Tesla reclassifies or renegotiates with us the definition of a paid member or demands credit for past members that no longer meet such requirement, there can be no assurance that we will continue to maintain the same number of paid members or receive the same levels of membership service revenue and membership revenue may substantially fluctuate accordingly. There is no assurance that we would be able to replace Tesla or lost business with Tesla with one or more customers that generate comparable revenue. Furthermore, there could be no assurance that our revenue from Tesla continues to grow at the same rate or at all. Any revenue growth will depend on our success in growing such customer’s revenues on our platform and expanding our customer base to include additional customers.

 

 

Tesla has also integrated Spotify Premium to the car’s in-dash touchscreen for its Model S, Model X and Model 3 vehicles. Tesla owners now have access to our music streaming services, Spotify and TuneIn natively. There is no assurance that our music streaming services will be available in every current and/or future Tesla model. Furthermore, our current and future competitors like Spotify, Apple Music, Tesla (if it becomes a native music service provider) and others may have more well-established brand recognition, more established relationships with, and superior access to content providers and other industry stakeholders, greater financial, technical and other resources, more sophisticated technologies or more experience in the markets in which we compete. If we are unable to compete successfully for users against our competitors by maintaining and increasing our presence and visibility, the number of users of our network may fail to increase as expected or decline and our advertising sales, membership fees and other revenue streams will suffer.

 

In addition, we have derived, and we believe that we will continue to derive, a substantial portion of our revenues from a limited number of other customers. Any revenue growth will depend on our success in growing our customers’ revenues on our platform and expanding our customer base to include additional customers. If we were to lose one or more of our key customers, there is no assurance that we would be able to replace such customers or lost business with new customers that generate comparable revenue, which would significantly adversely affect our business, financial condition and results of operations.

 

We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.

 

As reflected in our consolidated financial statements included elsewhere herein, we have a history of losses, incurred significant operating and net losses in each year since our inception, including net loss of $8.4 million for the six months ended September 30, 2023, and used cash in financing activities of $3.0 million for the six months ended September 30, 2023. As of September 30, 2023, we had an accumulated deficit of $233.6 million and net liabilities of $20.4 million.

 

We expect to continue to incur substantial and increased expenses as we continue to execute our business approach, including expanding and developing our content and platform and potentially making other accretive acquisitions, until such time that we can generate significant increases to our revenues, and/or reduce our operating costs and losses. To date, we have financed our operations exclusively through the sale of equity and/or debt securities (including convertible securities). The size of our future net losses will depend, in part, on the rate of future expenditures and our ability to significantly grow our business and increase our revenues. We also expect a continued increase in our expenses associated with our operations as a publicly traded company. We may incur significant losses in the future for a number of other reasons, including unsuccessful acquisitions, costs of integrating new businesses, expenses, difficulties, complications, delays and other unknown events. As a result of the foregoing, we expect to continue to incur significant losses for the foreseeable future and we may not be able to achieve or sustain profitability.

 

The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a growing company, the difficulties that may be encountered with integrating acquired companies and the highly competitive environment in which we operate. For example, while several companies have been successful in the digital music streaming industry and the online video streaming industry, companies have had no or limited success in operating a premium Internet network devoted to live music and music-related video content. We cannot assure you that our business will be profitable or that we will ever generate sufficient revenue to fully meet our expenses and support our anticipated activities.

 

Our ability to meet our total liabilities, as reported in the accompanying condensed consolidated balance sheets, and to continue as a going concern, is dependent on our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, obtain additional sources of suitable and adequate financing and further develop and execute on our business plan. We may never achieve profitability, and even if we do, we may not be able to sustain being profitable. As a result of the going concern uncertainty, there is an increased risk that you could lose the entire amount of your investment in our company, which assumes the realization of our assets and the satisfaction of our liabilities and commitments in the normal course of business.  

 

 

Risks Related to Our Company

 

We may not have the ability to repay the amounts then due under our senior ABL Credit Facility at maturity.

 

At maturity, the entire outstanding principal amount of our ABL Credit Facility and the Capchase Loan, will become due and payable by us. As of September 30, 2023, $7.0 million is due in fiscal 2024, $0.9 million due in fiscal 2025, $0.3 million of our total indebtedness is due in fiscal 2026 and $0.2 million thereafter.

 

Our failure to repay any outstanding amount under our ABL Credit Facility would constitute a default under such facility. A default would increase the interest rate to the default rate under the ABL Credit Facility or the maximum rate permitted by applicable law until such amount is paid in full. A default under the ABL Credit Facility could also lead to a default under agreements governing our future indebtedness, including the Capchase Loan. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay our ABL Credit Facility or make cash payments thereon. Furthermore, upon the occurrence and during the continuation of any event of default, the senior lender shall have the right to, among other things, take possession of our and our subsidiaries’ assets and property constituting the collateral thereunder and the right to assign, sell, lease or otherwise dispose of all or any part of the collateral.

 

If we do not comply with the provisions of the ABL Credit Facility and/or the Capchase Loan, our lenders may terminate their obligations to us, accelerate their debt and require us to repay all outstanding amounts owed thereunder.

 

The ABL Credit Facility and the Capchase Loan contain provisions that limit our operating activities, including covenant relating to the requirement to maintain a certain amount cash (as provided in the senior credit facility loan agreement). If an event of default occurs and is continuing, the lender may among other things, terminate its obligations thereunder, accelerate its debt and require us to repay all amounts thereunder. For example, on October 13, 2022, a judgement was ordered in favor of SoundExchange, Inc. (“SX”) against us and Slacker in the United States District Court Central District of California in the amount of approximately $9.8 million. On October 13, 2022, the court entered a judgment against the defendants for the amount of $9,765,396.70. In February 2023, we settled the dispute to repay the outstanding amount in the monthly payments subject to increase in the event we complete certain future financings. As of September 30, 2023, we owed $4.8 million to SX under the settlement agreement. Our debt agreements with the providers of the ABL Credit Facility and Capchase Loan contain a covenant that if a material adverse change occurs in our financial condition, or if the senior secured lender reasonably believes the prospect of payment or performance of their loan is materially impaired, the lender at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed thereunder. If for any reason we fail to comply with the terms of our settlement agreement with SX, our senior credit facility provider may declare an event of default and at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed under the senior credit facility, which would materially adversely impact our business, operating results and financial condition. As of September 30, 2023 we were not in full compliance with covenants under the ABL Credit Facility, however we were able to cure the covenant violation in October 2023 and were in compliance with the covenants associated with the Capchase Loan.

 

Our debt agreements contain restrictive and financial covenants that may limit our operating flexibility, and our substantial indebtedness may limit cash flow available to invest in the ongoing needs of our business.

 

We have a significant amount of indebtedness. Our total outstanding consolidated indebtedness as of September 30, 2023 was $8.7 million, net of fees and discounts. While we have certain restrictions and covenants with our current indebtedness, we could in the future incur additional indebtedness beyond such amount. Our existing debt agreements with ABL Credit Facility and the Capchase Loan lenders contain certain restrictive covenants that limit our ability to merge with other companies or consummate certain changes of control, make certain investments, pay dividends or repurchase shares of our common stock, transfer or dispose of assets, or enter into various specified transactions. We therefore may not be able to engage in any of the foregoing transactions unless we obtain the consent of our senior secured lenders, terminate our existing debt agreements and/or repay the amount owed to such lenders. Our debt agreements also contain certain covenants, including maintaining a minimum cash amount at all times and are secured by substantially all of our assets. There is no guarantee that we will be able to generate sufficient cash flow or sales to pay the principal and interest owed under our debt agreements or to satisfy all of the covenants. We and/or our subsidiaries may also incur significant additional indebtedness in the future.

 

 

Our substantial debt combined with our other financial obligations and contractual commitments could have other significant adverse consequences, including:

 

●

requiring us to dedicate a substantial portion of cash flow from operations to the payment of interest on, and principal of, our debt, which will reduce the amounts available to fund working capital, capital expenditures, product development efforts and other general corporate purposes;

 

●

increasing our vulnerability to adverse changes in general economic, industry and market conditions;

 

●

obligating us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

 

●

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

 

●

placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

 

We intend to satisfy our current and future debt service obligations with our existing cash and cash equivalents and funds from external sources, including equity and/or debt financing. However, we may not have sufficient funds or may be unable to arrange for additional financing to pay the amounts due under our existing debt. Funds from external sources may not be available on acceptable terms, if at all. In the event of an acceleration of amounts due under our debt instruments as a result of an event of default, including upon the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, properties, assets or condition or a failure to pay any amount due, we may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness or to make any accelerated payments.

 

We depend upon third-party licenses for sound recordings and musical compositions and other content and an adverse change to, loss of, or claim that we do not hold any necessary licenses may materially adversely affect our business, operating results and financial condition.

 

To secure the rights to stream sound recordings and the musical compositions embodied therein, we enter into license agreements to obtain licenses from rights holders such as record labels, aggregators, artists, music publishers, performing rights organizations, collecting societies and other copyright owners or their agents, and pay substantial royalties or other consideration to such parties or their agents around the world. Though we work diligently in our efforts to obtain all necessary licenses to stream sound recordings and the musical compositions embodied therein, there is no guarantee that the licenses available to us now will continue to be available in the future at rates and on terms that are favorable or commercially reasonable or at all. The terms of these licenses, including the royalty rates that we are required to pay pursuant to them, may change as a result of changes in our bargaining power, changes in the industry, changes in the laws and regulations, or for other reasons. Increases in royalty rates or changes to other terms of these licenses may materially impact our business, operating results, and financial condition.

 

We enter into license agreements to obtain rights to stream sound recordings, including from the major record labels that hold the rights to stream a significant number of sound recordings, such as Universal Music Group, Sony Music Entertainment, Warner Music Group and SoundExchange, as well as others. If we fail to obtain these licenses, the size and quality of its catalog may be materially impacted and its business, operating results and financial condition could be materially harmed.

 

 

We generally obtain licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights. With respect to mechanical rights, for example, in the United States, the rates we pay are, to a significant degree, a function of a ratemaking proceeding conducted by an administrative agency called the Copyright Royalty Board. The rates that the Copyright Royalty Board set apply both to compositions that we license under the compulsory license in Section 115 of the Copyright Act of 1976 (the “Copyright Act”), and to a number of direct licenses that we have with music publishers for U.S. rights, in which the applicable rate is generally pegged to the statutory rate set by the Copyright Royalty Board. The most recent proceeding before the Copyright Royalty Board (the “Phonorecords III Proceedings”) set the rates for the Section 115 compulsory license for calendar years 2018 to 2022. The Copyright Royalty Board issued its initial written determination on January 26, 2018. The rates set by the Copyright Royalty Board may still be modified if a party appeals the determination and are also subject to further change as part of future Copyright Royalty Board proceedings. If any such rate change increases, our sound recordings and musical compositions license costs may substantially increase and impact our ability to obtain content on pricing terms favorable to us, and it could negatively harm our business, operating results and financial condition and hinder our ability to provide interactive features in our services or cause one or more of our services not to be economically viable. Based on management’s estimates and forecasts for the next two fiscal years, we currently believe that the proposed rates will not materially impact our business, operating results, and financial condition. However, the proposed rates are based on a variety of factors and inputs which are difficult to predict in the long-term. If Slacker’s business does not perform as expected or if the rates are modified to be higher than the proposed rates, its content acquisition costs could increase and impact its ability to obtain content on pricing terms favorable to us, which could negatively harm Slacker’s business, operating results and financial condition and hinder its ability to provide interactive features in its services, or cause one or more of Slacker’s services not to be economically viable.

 

In the United States, public performance rights are generally obtained through intermediaries known as performing rights organizations (“PROs”), which negotiate blanket licenses with copyright users for the public performance of compositions in their repertory, collect royalties under such licenses, and distribute those royalties to copyright owners. The royalty rates available to Slacker today may not be available to it in the future. Licenses provided by two of these PROs, the American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”), cover the majority of the music we stream and are governed by consent decrees relating to decades old litigations. In 2019, the U.S. Department of Justice indicated that it was formally reviewing the relevance and need of these consent decrees. Changes to the terms of or interpretation of these consent decrees up to and including the dissolution of the consent decrees, could affect our ability to obtain licenses from these PROs on reasonable terms, which could harm its business, operating results, and financial condition. In addition, an increase in the number of compositions that must be licensed from PROs that are not subject to the consent decrees, or from copyright owners that have withdrawn public performance rights from the PROs, could likewise impede Slacker’s ability to license public performance rights on favorable terms. As of September 30, 2023, we owed $16.9 million in aggregate royalty payments to such PROs.

 

In other parts of the world, including Europe, Asia, and Latin America, we obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof. We cannot guarantee that its licenses with collecting societies and its direct licenses with publishers provide full coverage for all of the musical compositions we make available to our users in such countries. In Asia and Latin America, we are seeing a trend of movement away from blanket licenses from copyright collectives, which is leading to a fragmented copyright licensing landscape. Publishers, songwriters, and other rights holders choosing not to be represented by collecting societies could adversely impact our ability to secure favorable licensing arrangements in connection with musical compositions that such rights holders own or control, including increasing the costs of licensing such musical compositions, or subjecting us to significant liability for copyright infringement.

 

With respect to podcasts and other non-music content, we produce or commission the content itself or obtain distribution rights directly from rights holders. In the former scenario, we employ various business models to create original content. In the latter scenario, we and/or PodcastOne negotiates license directly with individuals that enable creators to post content directly to our service after agreeing to comply with the applicable terms and conditions. We are dependent on those who provide content on our service complying with the terms and conditions of our license agreements as well as the PodcastOne Terms and Conditions of Use. However, we cannot guarantee that rights holders or content providers will comply with their obligations, and such failure to do so may materially impact our business, operating results, and financial condition.

 

 

There also is no guarantee that we have all of the licenses we need to stream content, as the process of obtaining such licenses involves many rights holders, some of whom are unknown, and myriad complex legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. Additionally, there is a risk that rights holders, creators, performers, writers and their agents, or societies, unions, guilds, or legislative or regulatory bodies will create or attempt to create new rights that could require us to enter into license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify.

 

Even when we can enter into license agreements with rights holders, we cannot guarantee that such agreements will continue to be renewed indefinitely. For example, from time to time, our license agreements with certain rights holders and/or their agents may expire while we negotiate their renewals and, per industry custom and practice, we may enter into brief (for example, month-, week-, or even days-long) extensions of those agreements or provisional licenses and/or continue to operate on an at will basis as if the license agreement had been extended, including by our continuing to make music available. During these periods, we may not have assurance of long-term access to such rights holders’ content, which could have a material adverse effect on its business and could lead to potential copyright infringement claims.

 

It also is possible that such agreements will never be renewed at all. The lack of renewal, or termination, of one or more of our license agreements, or the renewal of a license agreement on less favorable terms, also could have a material adverse effect on its business, financial condition, and results of operations.

 

Risks Related to the Ownership of Our Common Stock

 

Conversion of our Series A Preferred Stock will dilute the ownership interest of our existing stockholders, including holders who had previously converted their convertible notes, or may otherwise depress the price of our common stock.

 

As of October 1, 2023, the shares of our Series A Preferred Stock are convertible into approximately 10.9 million shares of our common stock. The conversion of some or all of the shares of our Series A Preferred Stock into shares of our common stock will dilute the ownership interests of our existing stockholders. In addition, any sales in the public market of the shares of our common stock issuable upon such conversion and/or any anticipated conversion of the Series A Preferred Stock into shares of our common stock could adversely affect prevailing market prices of our common stock.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Issuance of Unregistered Securities

 

Other than as set forth below and as reported in our Current Reports on Form 8-K, there have been no other sales or issuances of unregistered securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

 

During the three months ended September 30, 2023, we issued 531,876 shares of our common stock valued at $0.5 million to employees. We valued these shares at prices between $0.81 and $2.14 per share, the market price of our common stock on the date of issuance.

 

During the three months ended September 30, 2022, we issued 311,773 shares of our common stock valued at $0.3 million to various consultants. We valued these shares at prices between $1.52 and $1.85 per share, the market price of our common stock on the date of issuance.

 

We believe the offers, sales and issuances of the securities described above were made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder and involved a transaction by an issuer not involving any public offering. Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

(c)

(d)

Total

Maximum

number of

number

shares

(or approximate

(or units)

dollar value) of

(a)

purchased

shares

Total

(b)

as part of

(or units)

number of

Average

publicly

that may yet

shares

price paid

announced

be purchased

(or units)

per share

plans or

under the plans

Period

purchased

(or unit)

programs

or programs

July 1, 2023 – July 31, 2023

15,300

$

1.96

1,895,836

2,000,246 shares

August 1, 2023 – August 31, 2023

152,385

$

1.82

2,048,221

1,832,561 shares

September 1, 2023 – September 30, 2023

147,744

$

1.81

2,195,965

1,684,817 shares

Total (July1, 2023 – September 30, 2023)

315,429

$

1.82

2,195,965

$ 4,000,000

 

*	Does not include a $1.0 million increase to the repurchase program announced by us in September 2023, subject to approval of our board of directors.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

Exhibit Number		Description
3.1		Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017).
3.2		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of September 30, 2017 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, Amendment No. 3, filed with the SEC on October 6, 2017).
3.3		Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017).
3.4		Amendment No. 1 to the Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 14, 2021).
3.5		Certificate of Merger, dated as of September 30, 2021, between the Company and LiveOne, Inc. ((Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2021).
4.1		Promissory Note, dated as of June 2, 2021, issued by the Company to East West Bank (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2021).
4.2		Form of 10% Original Issue Discount Convertible Promissory Note, dated July 15, 2022, issued by PodcastOne to the purchasers thereof (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2022).
4.3		Form of Warrants, dated July 15, 2022, issued by PodcastOne to the purchasers of PodcastOne’s 10% Original Issue Discount Convertible Promissory Notes, dated July 15, 2022 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2022).
4.4		Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock of the Company, dated as of February 2, 2023 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC February 7, 2023).
10.1†		Form of Director/Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2014).
10.2†		The Company’s 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2016).
10.3†		Amendment No. 1 to the Company’s 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on February 13, 2019).
10.4†		Amendment No. 2 to the Company’s 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 6, 2021).
10.5†		Form of Director Option Agreement under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2016).
10.6†		Form of Employee Option Agreement under 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2016).
10.7†		Employment Agreement, dated as of September 7, 2017, between the Company and Robert S. Ellin (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2017).
10.8†		Amendment No. 1 to Employment Agreement, dated as of December 15, 2017, between the Company and Robert Ellin (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2017).
10.9†		Amendment No. 2 to Employment Agreement, dated as of December 14, 2017, between the Company and Robert Ellin. (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on February 14, 2023).
10.10†£		Employment Offer Letter, dated as of March 6, 2019, between the Company and Aaron Sullivan (Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K, filed with the SEC on June 29, 2022).

 

 

10.11†		Amendment No. 1 to Employment Offer Agreement, dated as of dated as of October 26, 2020 and effective as of October 1, 2020, between the Company and Aaron Sullivan (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on June 29, 2022).
10.12		Business Loan Agreement, dated as of August 22, 2023, between the Company and East West Bank (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 14, 2023).
10.13		Commercial Security Agreement, dated as of June 2, 2021, between the Company and East West Bank (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2021).
10.14		Change in Terms Agreement, dated as of August 22, 2023, between the Company and East West Bank (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 14, 2023).
10.15		Placement Agency Agreement, dated July 15, 2022, between PodcastOne and Joseph Gunnar & Co., LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2022).
10.16		Exchange Agreement, dated as of February 3, 2023, between the Company and Harvest Small Cap Partners, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2023).
10.17		Exchange Agreement, dated as of February 3, 2023, between the Company and Harvest Small Cap Partners, Ltd. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on February 7, 2023).
10.18		Exchange Agreement, dated as of February 3, 2023, between the Company and Trinad Capital Master Fund Ltd. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on February 7, 2023).
10.19		Loan and Security Agreement, dated as of August 2, 2023, between the Company and Capchase Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2023).
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

†	Management contract or compensatory plan or arrangement.
£	Certain confidential information has been omitted or redacted from these exhibits that is not material and would likely cause competitive harm to the Company if publicly disclosed.
*	Filed herewith.
**	Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	LIVEONE INC.
Date: November 20, 2023	By:	/s/ Robert S. Ellin
	Name:	Robert S. Ellin
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)
Date: November 20, 2023	By:	/s/ Aaron Sullivan
	Name:	Aaron Sullivan
	Title:	Interim Chief Financial Officer and Executive Vice President (Interim Principal Financial Officer and Interim Principal Accounting Officer)