false
0001940177
0001940177
2024-02-08
2024-02-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 8, 2024
PODCASTONE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41795 |
|
35-2503373 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
335 N. Maple Drive, Suite 127
Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
(310) 858-0888
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, $0.00001 par value per share |
|
PODC |
|
The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On February 8, 2024, PodcastOne,
Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the third quarter
and nine months ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The information included
herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On February 2, 2024, the
Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss
its operating and financial results for the third quarter ended December 31, 2023 on February 8, 2024. A copy of the press release is
attached hereto as Exhibit 99.2.
The information included
herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
PODCASTONE, INC. |
|
|
Dated: February 8, 2024 |
By: |
/s/ Aaron Sullivan |
|
Name: |
Aaron Sullivan |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
PodcastOne Reports
Revenue of $31.6M (+22% YoY) and
Adjusted EBITDA* of $405K for first Nine Months Fiscal 2024
| ● | Revenue of $10.4M for Q3 Fiscal 2024 |
| ● | Successfully Closed an 8 figure Annual Revenue B2B partnership with
a Fortune 500 company |
| ● | Ranked 10th in PODTRAC Top Publishers for January 2024 |
| ● | U.S. Unique Monthly Audience of ~5.3 million and Global Downloads and
Streams of ~19.2 million |
| ● | 24 New Podcasts added in FY2024, with ~100 in the Pipeline and ~10
Acquisitions in the Pipeline |
| ● | Senior Management Will Host a Live Conference Call and Audio Webcast
Beginning at 11:30 A.M. ET on Thursday, February 8, 2024 |
LOS ANGELES, CA, February 8, 2024 -- 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 Ended December
31, | | |
Nine
Months Ended December 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 8th
TIME: 11:30 AM ET / 8:30 AM PT
DIAL-IN (Toll Free): (888) 596-4144
DIAL IN NUMBER (Local): (646) 968-2525
ACCESS 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) 770-2030
US Toll: +1(609) 800-9909
United States: +1 800 770 2030
Echo 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) 389-4670
john@liviakis.com
PodcastOne
Press Contact:
(310)246-4600
Susan@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 Measure
Adjusted 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 Measure
Contribution 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. |
8
Exhibit 99.2
PodcastOne (Nasdaq:
PODC) to Announce Third Quarter Fiscal 2024 Financial Results and Host Investor
Webcast on February 8, 2024
- Investor Webcast on
Thursday, February 8, 2024 at 11:30 a.m. ET / 8:30 a.m. PT -
LOS ANGELES, CA, Feb. 02, 2024 -- PodcastOne (Nasdaq: PODC),
a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), plans to announce its operating and financial results
for its third quarter ended December 31, 2023 on Thursday, February 8, 2024.
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 8
TIME: 11:30 AM ET / 8:30 AM PT
Webcast URL: https://events.q4inc.com/attendee/249014981
Conference ID 2040084
United States - New York +1.646.968.2525
USA & Canada - Toll-Free +1.888.596.4144
Canada - Toronto +1.647.495.7514
USA & Canada - Toll-Free +1.888.596.4144
WEBCAST – Both the live
webcast and a replay can be accessed on the Investor Relations section of LiveOne’s website at Events | LiveOne. The webcast can
also be accessed at: https://events.q4inc.com/attendee/249014981
About LiveOne, Inc.
LiveOne, Inc. is an award-winning, creator-first,
music, entertainment, and technology platform delivering premium experiences and content worldwide. With subsidiaries like Slacker Radio
and PodcastOne, LiveOne has garnered accolades for its innovative approach, including the Best Live Moment award by Digiday for the “Social
Gloves” PPV Event.
Forward-Looking Statements
All statements other than statements of historical
facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by
the use of such words as “may,” “might,” “will,” “will likely result,” “would,”
“should,” “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “continue,” “target”
or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other
factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements,
including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to
consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, the timing of the consummation
of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the
expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution
or transaction will not occur or whether any such event will enhance shareholder value; the Company’s ability to continue as a going
concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying,
acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under
its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s
ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy,
including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects
of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition;
risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including,
but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 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 June 30, 2023, filed with the SEC on August 15, 2023, and in the Company’s other filings and submissions with the SEC.
These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements,
except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of
the Private Securities Litigation Reform Act of 1995.
For media inquiries, please contact:
LiveOne IR Contact :
Liviakis Financial Communications, Inc.
(415) 389-4670
john@liviakis.com
LiveOne Press Contact :
LiveOne
press@liveone.com
Follow LiveOne on social media: Facebook,
Instagram, TikTok, YouTube, and Twitter at @liveone.
v3.24.0.1
Cover
|
Feb. 08, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 08, 2024
|
Entity File Number |
001-41795
|
Entity Registrant Name |
PODCASTONE, INC.
|
Entity Central Index Key |
0001940177
|
Entity Tax Identification Number |
35-2503373
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
335 N. Maple Drive
|
Entity Address, Address Line Two |
Suite 127
|
Entity Address, City or Town |
Beverly Hills
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90210
|
City Area Code |
310
|
Local Phone Number |
858-0888
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common stock, $0.00001 par value per share
|
Trading Symbol |
PODC
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
PodcastOne (NASDAQ:PODC)
Historical Stock Chart
From Sep 2024 to Oct 2024
PodcastOne (NASDAQ:PODC)
Historical Stock Chart
From Oct 2023 to Oct 2024