PODC PodcastOne Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 30, 2024

 

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41795		35-2503373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

269 South Beverly Drive, Suite 1450

Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

 

(310) 858-0888

(Registrant’s telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		PODC		The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 30, 2024, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the fourth quarter and fiscal year ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure.

 

On April 24, 2024, the Company issued a press release announcing, among other things, that it plans to provide a business update and discuss its operating and financial results for the fourth quarter and fiscal year ended March 31, 2024 on Thursday, May 30, 2024. A copy of the press release is attached hereto as Exhibit 99.2.

 

The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1*		Press release, dated May 30, 2024.
99.2*		Press release, dated April 24, 2024.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	Furnished herewith.

 

 

SIGNATURES

 

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

 

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

 

 

 

 

Exhibit 99.1

 

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

 

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

 

	○	Increased Shareholders’ Equity by $9M from Prior Fiscal Year
	○	Reduced Liabilities by $13M from Prior Fiscal Year
	○	Extinguished All Debt, Repaying $3M in Cash and Converting $7M into Shares of Common Stock at $3 Per Share

 

	●	Raises FY 2025 Revenue Guidance to $51-56M
	●	LiveOne (Nasdaq: LVO) Acquired 159,000 PODC Shares at a Price of $3 Per Share During March 2024 and Continues to Acquire Additional Shares This Quarter
	●	Special Shareholders Call: Senior Management to Host a Special Shareholders Call at 10:00 A.M. ET on Wednesday, June 5, 2024

 

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

 

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

 

Recent and Q4 Fiscal 2024 Highlights

 

	●	LiveOne currently owns approximately 73% of PodcastOne and it will continue to consolidate PodcastOne’s financial results.
	●	PodcastOne was ranked 12th in Podtrac’s Podcast Industry Top Publishers Rankings for April 2024 with a U.S. Unique Monthly Audience of ~5.7 million and Global Downloads and Streams of ~19.1 million.
	●	PodcastOne has increased its slate of exclusive shows to 185 original titles.

 

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

 

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

 

 

Q4 Fiscal 2024 Results Summary Discussion

 

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

 

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

 

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

 

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

 

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

 

About PodcastOne

 

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

 

Forward-Looking Statements

 

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

 

 

* About Non-GAAP Financial Measures

 

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

 

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

 

With respect to projected full year 2025 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

 

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

 

PodcastOne IR Contact:

 

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

 

PodcastOne Press Contact:

 

(310) 246-4600
Susan@Guttmanpr.com

 

 

Financial Information

 

The tables below present financial results for the three and twelve months ended March 31, 2024 and 2023.

 

PodcastOne, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

  

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

 

 

PodcastOne, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

 

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

 

 

PodcastOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Adjusted EBITDA* Reconciliation (Unaudited)

(In thousands)

 

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

 

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

 

(1)

Non-Recurring Recurring Acquisition and Realignment Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments.

 

(2)	Other (Income) Expense above primarily includes interest expense, net and change in fair value of derivative liabilities. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss.

 

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

  

 

PodcastOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin* Reconciliation (Unaudited)

(In thousands)

 

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

 

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

 

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

 

 

Exhibit 99.2

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

About PodcastOne

 

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

 

 

About LiveOne, Inc.

 

Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne’s wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone. For more investor information, please visit ir.liveone.com.

 

Forward-Looking Statements

 

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

 

* About Non-GAAP Financial Measures

 

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

 

We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

 

 

Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

 

With respect to projected full year 2025 and 2024 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity, and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

 

Press Contacts:

 

For PodcastOne

 

310.246.4600
Susan@Guttmanpr.com

 

Investor Relations:

 

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

 

v3.24.1.1.u2

Cover	May 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 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	269 South Beverly Drive
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
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

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