LVO LiveOne Inc

via NewMediaWire -- PodcastOne (Nasdaq: PODC), a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), which owns ~73% of the PODC outstanding common stock, announced today its operating results for the third fiscal quarter of its fiscal year ending March 31, 2024 (“Q3 Fiscal 2024”).  PodcastOne’s President and Co-Founder, Kit Gray, commented, “We are incredibly excited about what we have accomplished in FY2024, and for what we will accomplish in FY2025. The enthusiasm within the organization is palpable as we set our sights on another record-breaking year ahead. The combination of organic growth and transformational opportunities through acquiring podcast shows, podcast networks, and other partnership opportunities will enable us to achieve new milestones and reach unprecedented heights.”

Recent and Q3 Fiscal 2024 Highlights

• Launched Varnamtown, a podcast with derivative IP rights, hosted by award winning actor Kyle MacLachlan and investigative journalist Joshua Davis has soared to the top of Apple podcast charts, ranking 5th overall for new podcasts, top 10 in the highly competitive True Crime category and ranking as high as top 25 across all podcasts available for download on Apple.
• LiveOne currently owns approximately 73% of PodcastOne and it will continue to consolidate PodcastOne’s financial results.
• PodcastOne became the first podcast network to grant its podcast talent and all company employees shares of PodcastOne stock as part of its NASDAQ Listing
• PodcastOne was ranked 10th in PODTRAC’s Podcast Industry Top Publishers Rankings for January 2024 with a U.S. Unique Monthly Audience of ~5.3 million and Global Downloads and Streams of ~19.2 million.

• PodcastOne has increased its slate of exclusive shows to 178 original titles.

Q3 Fiscal 2024 vs Q3 Fiscal 2023 Results Summary (in $000’s, except per share; unaudited)
		Three Months EndedDecember 31,									Nine Months EndedDecember 31,
		2023				2022					2023				2022
Revenue		$	10,442			$	8,589				$	31,595			$	25,802
Operating income (loss)		$	(2,600)			$	(733)				$	(3,833)			$	(1,016)
Total other income (expense)		$	-			$	(1,345)				$	(9,850)			$	(2,000)
Net income (loss)		$	(2,600)			$	(2,078)				$	(13,683)			$	(3,016)
Adjusted EBITDA*		$	(356)			$	95)				$	405			$	(24)
Net income (loss) per share basic and diluted		$	(0.11)			$	(0.01)				$	(0.64)			$	(0. 02)

Q3 Fiscal 2024 Results Summary Discussion

For Q3 Fiscal 2024, PodcastOne posted revenue of $10.4 million, a 22% increase as compared to $8.6 million in the same period in the prior year.

Q3 Fiscal 2024 Operating Loss was ($2.6) million compared to Operating Loss of ($0.7) million in the third fiscal quarter for its fiscal year ended March 31, 2023 (“Q3 Fiscal 2023”). The $1.9 million decrease in Operating Income was largely a result of an increase in operating expenses.

Q3 Fiscal 2024 Adjusted EBITDA* was ($0.4) million, as compared to Q3 Fiscal 2023 Adjusted EBITDA* of $0.1 million.

PodcastOne's senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 11:30 a.m. ET / 8:30 a.m. PT on Thursday, February 8, 2024.

Conference Call and Webcast:

WHEN: Thursday, February 8thTIME: 11:30 AM ET / 8:30 AM PTDIAL-IN (Toll Free): (888) 596-4144 DIAL IN NUMBER (Local): (646) 968-2525ACCESS CODE: 2040084

Replay Number:To access the platform by phone, please dial-in using one of the numbers listed below and input Playback ID: 2040084 followed by # key:US & Canada Toll-Free: +1(800) 770-2030US Toll: +1(609) 800-9909United States: +1 800 770 2030Echo Replay will expire on Wednesday, 21st February 2024 11:59 PM EST

Webcast – Both the live webcast and a replay can be accessed on the Investor Relations section of PodcastOne's website at Events | PodcastOne.The webcast can also be accessed at:  https://events.q4inc.com/attendee/249014981

About PodcastOne, Inc.

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

Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; Slacker’s ability to list on a national exchange; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its users and paid members; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; PodcastOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended September 30, 2023, filed with the SEC on November 20, 2023, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

* About Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization ("Adjusted EBITDA"), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.  Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected full year 2024 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity, and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

For more information on these non-GAAP financial measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.  

PodcastOne IR Contact:Liviakis Financial Communications, Inc. (415) 389-4670john@liviakis.com

PodcastOne Press Contact:(310)246-4600Susan@Guttmanpr.com

Financial Information

The tables below present financial results for the three and nine months ended December 31, 2023 and 2022.

PodcastOne, Inc.Consolidated Statements of Operations (Unaudited)(In thousands, except share and per share amounts)
		Three Months Ended								Nine Months Ended
		December 31,								December 31,
			2023				2022				2023				2022
Revenue:		$	10,442			$	8,589			$	31,595			$	25,802
Operating expenses:
Cost of sales			9,387				7,045				26,666				19,954
Sales and marketing			732				1,115				3,433				3,931
Product development			15				26				70				134
General and administrative			2,601				1,111				4,736				2,723
Amortization of intangible assets			307				25				523				76
Total operating expenses			13,042				9,322				35,428				26,818
(Loss) income from operations			(2,600)				(733)				(3,833)				(1,016)
Other income (expense):
Interest expense, net			-				(1,661)				(2,247)				(3,043)
Change in fair value of derivative			-				178				(7,603)				1,043
Other income (expense)			-				138				-				-
Total other expense, net			-				(1,345)				(9,850)				(2,000	)
Loss before provision for income taxes			(2,600	)			(2,078	)			(13,683	)			(3,016	)
Provision for income taxes			-				-				-				-
Net loss		$	(2,600	)		$	(2,078	)		$	(13,683	)		$	(3,016	)
Net loss per share – basic and diluted		$	(0.11	)		$	(0.01	)		$	(0.64	)		$	(0.02	)
Weighted average common shares – basic and diluted			23,072,179				147,984,230				21,252,375				147,984,230

PodcastOne, Inc.Consolidated Balance Sheets (Unaudited)(In thousands)
		December 31,				March 31,
			2023				2023
		(Unaudited)				(Audited)
Assets
Current Assets
Cash and cash equivalents		$	1,405			$	3,562
Accounts receivable, net			7,816				6,876
Prepaid expense and other current assets			402				1,006
Total Current Assets			9,623				11,444
Property and equipment, net			309				242
Goodwill			12,041				12,041
Intangible assets, net			3,052				732
Related party receivable			2,650				3,768
Total Assets		$	27,675			$	28,227
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities		$	7,802			$	6,898
Bridge loan, net			-				7,155
Derivative liabilities			-				4,767
Related party payable			3,128				2,288
Total Current Liabilities			10,930				21,108
Other long term liabilities			276				-
Total Liabilities			11,206				21,108
Commitments and Contingencies
Stockholders’ Equity
Common stock, $0.00001 par value; 200,000,000 shares authorized; 23,122,149 and 20,000,000 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively			-				-
Additional paid in capital			45,031				19,785
Accumulated deficit			(28,562	)			(12,666	)
Total stockholders’ equity			16,469				7,119
Total Liabilities and Stockholders’ Equity		$	27,675			$	28,227

PodcastOne, Inc.Reconciliation of Non-GAAP Measure to GAAP MeasureAdjusted EBITDA* Reconciliation (Unaudited)(In thousands)
												Non-
												Recurring
						Depreciation						Acquisition and			Other			(Benefit)
		Net Income				and			Stock-Based			Realignment			(Income)			Provision				Adjusted
		(Loss)				Amortization			Compensation			Costs (1)			Expense (2)			for Taxes				EBITDA*
Three Months Ended December 31, 2023
Total		$	(2,600)			$	372		$	1,786		$	86		$	-		$	-			$	(356)
Three Months Ended December 31, 2022
Total		$	(2,078)			$	159		$	166		$	504		$	1,345		$	-			$	95

												Non-
												Recurring
						Depreciation						Acquisition and			Other			(Benefit)
		Net Income				and			Stock-Based			Realignment			(Income)			Provision			Adjusted
		(Loss)				Amortization			Compensation			Costs (1)			Expense (2)			for Taxes			EBITDA*
Nine Months Ended December 31, 2023
Total		$	(13,683)			$	710		$	2,724		$	804		$	9,850		$	-		$	405
Nine Months Ended December 31, 2022
Total		$	(3,016)			$	241		$	751		$	-		$	2,000		$	-		$	(24)

	(1)			Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments and to a lesser extent, a one-time minimum guarantee to effectively terminate a live-event distribution agreement post COVID-19.
	(2)			Other (income) expense above primarily includes interest expense, net, change in fair value of derivative liabilities, and loss on extinguishment of debt. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss.
	*			See the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release.

  

PodcastOne, Inc.Reconciliation of Non-GAAP Measure to GAAP MeasureContribution Margin* Reconciliation (Unaudited)(In thousands)
		Three Months Ended
		December 31,
			2023				2022
Revenue:		$	10,442			$	8,589
Less:
Cost of sales			(9,387)				(7,045)
Amortization of developed technology			(58)				(57)
Gross Profit			997				1,487
Add back amortization of developed technology:			58				57
Contribution Margin*		$	1,055			$	1,544

	Nine Months Ended
	December 31,
		2023				2022
Revenue:	$	31,595			$	25,802
Less:
Cost of sales		(26,666	)			(19,954	)
Amortization of developed technology		(170	)			(154	)
Gross Profit		4,759				5,694
Add back amortization of developed technology:		170				154
Contribution Margin*	$	4,929			$	5,848

*

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