LVO LiveOne Inc

LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment, and technology platform, announced today its operating results for the second fiscal quarter ended September 30, 2024 (“Q2 Fiscal 2025”).

As previously announced with the assistance of J.P. Morgan, LiveOne is continuing a process to explore strategic alternatives to enhance shareholder value. Potential alternatives may include, among others, a strategic acquisition, divestiture, merger, sale or other form of business combination. There can be no assurance that LiveOne’s efforts will result in a specific transaction or any particular outcome or its timing.

Q2 Fiscal 2025 Highlights

• Paid members as of September 30, 2024 increased 645K or 27%, as compared to the prior year. Total members including free ad-supported memberships was approximately 4.0 million at September 30, 2024.**
• PodcastOne was 12th in PODTRAC’s Podcast Industry Top Publishers Rankings for September 2024 with a U.S. Unique Monthly Audience of ~5.4M and Global Downloads and Streams of ~16.2M.

Q2 FY25 and Q2 FY24 Results Summary (in $000’s, except per share; unaudited)

	Three Months Ended								Six Months Ended
	September 30,								September 30,
	2024				2023				2024				2023
Revenue	$	32,594			$	28,528			$	65,672			$	56,295
Operating income (loss)	$	(1,400	)		$	(2,515	)		$	(2,186	)		$	(2,754	)
Total other income (expense)	$	(926	)		$	(5,433	)		$	(1,649	)		$	(5,610	)
Net income (loss)	$	(2,317	)		$	(7,927	)		$	(3,875	)		$	(8,422	)
Adjusted EBITDA*	$	2,885			$	2,785			$	5,788			$	4,994
Net income (loss) per share basic and diluted	($	0.02	)		($	0.09	)		($	0.04	)		($	0.11	)

Q2 Fiscal 2025 Results Summary Discussion

For Q2 Fiscal 2025, LiveOne posted revenue of $32.6 million, a 14% increase, as compared to $28.5 million in the same period in the prior year. The Audio Division revenue was $31.7 million, a 18% increase, as compared to revenue of $26.9 in Q2 Fiscal 2024.

Q2 Fiscal 2025 Operating Loss was ($1.4) million compared to Operating Loss of ($2.5) million in Q2 Fiscal 2024. The $1.0 million decrease in Operating Income was largely a result of an decrease in operating expenses.

Q2 Fiscal 2025 Adjusted EBITDA* improved to $2.9 million, as compared to Q2 Fiscal 2024 Adjusted EBITDA* of $2.8 million. Q2 Fiscal 2025 Adjusted EBITDA* was comprised of Audio Division Adjusted EBITDA* of $5.4 million, Media Division Adjusted EBITDA* of ($0.8) million and Corporate Adjusted EBITDA* of ($1.7) million. Audio Division Q2 Fiscal 2025 Adjusted EBITDA* of $5.4 million was driven by improved Contribution Margin* along with decreases in operating expenses.

Capital expenditures for Q2 Fiscal 2024 totaled approximately $0.6 million, which were driven by capitalized software costs associated with development of LiveOne’s integrated music player.

LiveOne maintains its guidance for its fiscal year ending March 31, 2025 (“Fiscal 2025”) of consolidated revenue of $120 million - $135 million and Adjusted EBITDA* of $8 million - $15 million, and its guidance for its Audio Division of consolidated revenue of $110 million - $120 million and Adjusted EBITDA* of $12 million - $20 million.

LiveOne’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 10:00 a.m. ET / 7:00 a.m. PT on Thursday, November 7, 2024.  

Conference Call and Webcast:

WHEN: Thursday, November 7thTIME: 10:00 AM ET / 7:00 AM PTDIAL-IN (Toll Free): (800) 715-9871DIAL IN NUMBER (Local): (646) 307-1963REPLAY NUMBER: (800) 770-2030

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/127231561

The timing, price and actual number of shares repurchased under LiveOne’s stock repurchase program, which may include the possibility of buying back shares of common stock of PodcastOne, will be at the discretion of LiveOne's management and will depend on a variety of factors, including stock price, general business and market conditions, and alternative investment opportunities. The repurchase program will continue to be executed consistent with LiveOne's capital allocation strategy, which will continue to prioritize growing LiveOne's business. Under the stock repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases, all in compliance with the rules of the U.S. Securities and Exchange Commission and other applicable legal requirements. The repurchase program does not obligate LiveOne to acquire any particular amount of shares, and the program may be suspended or discontinued at any time at LiveOne's discretion. LiveOne will review the stock repurchase program periodically and may authorize adjustment of its terms and size.

About LiveOneHeadquartered 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 subsidiaries include Slacker, 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 its largest OEM customer for a substantial percentage of its revenue; LiveOne’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; LiveOne’s ability to continue as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users and paid members; LiveOne 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; LiveOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability to extend and/or refinance its indebtedness and/or repay its indebtedness when due; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in LiveOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024, and in LiveOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

**Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members. Total number of paid members does not reflect the new terms of LiveOne’s renewed partnership with Tesla, and LiveOne will separately disclose in the future the results of its efforts to convert Tesla drivers (accounted as paid members as of September 30, 2024) who will now be eligible to convert to become direct customers of LiveOne.

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

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

With respect to projected full fiscal year 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.    LiveOne IR Contact:Liviakis Financial Communications, Inc.(415) 389-4670john@liviakis.com

Press Contact:LiveOnepress@liveone.com

Financial Information

The tables below present financial results for the three and six months ended September 30, 2024 and 2023.

LiveOne , Inc.     Consolidated Statements of Operations (Unaudited)(In thousands, except share and per share amounts)
		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Revenue:		$	32,594			$	28,528			$	65,672			$	56,295
Operating expenses:
Cost of sales			24,518				20,547				49,605				39,748
Sales and marketing			1,491				2,253				2,922				4,157
Product development			1,160				1,439				2,231				2,685
General and administrative			6,283				6,352				11,790				11,760
Impairment of intangible assets			-				-				176				-
Amortization of intangible assets			542				452				1,134				699
Total operating expenses			33,994				31,043				67,858				59,049
Loss from operations			(1,400	)			(2,515	)			(2,186	)			(2,754	)
Other income (expense):
Interest expense, net			(808	)			(780	)			(1,667	)			(2,198	)
Other income (expense)			(118	)			(4,653	)			18				(3,412	)
Total other expense, net			(926	)			(5,433	)			(1,649	)			(5,610	)
Loss before provision (benefit) for income taxes			(2,326	)			(7,948	)			(3,835	)			(8,364	)
Provision (benefit) for income taxes			(9	)			(21	)			40				58
Net loss			(2,317	)			(7,927	)			(3,875	)			(8,422	)
Net loss attributable to non-controlling interest			(458	)			(347	)			(846	)			(347	)
Net loss attributed to LiveOne		$	(1,859	)		$	(7,580	)		$	(3,029	)		$	(8,075	)
Net loss per share – basic and diluted		$	(0.02	)		$	(0.09	)		$	(0.04	)		$	(0.11	)
Weighted average common shares – basic and diluted			94,658,182				87,222,168				94,605,055				87,097,201

LiveOne , Inc.Consolidated Balance Sheets (Unaudited)(In thousands)
		September 30,				March 31,
		2024				2024
Assets
Current Assets
Cash and cash equivalents		$	11,053			$	6,987
Restricted cash			30				155
Accounts receivable, net			14,079				13,205
Inventories			1,675				2,187
Prepaid expense and other current assets			2,138				1,801
Total Current Assets			28,975				24,335
Property and equipment, net			3,749				3,646
Goodwill			23,379				23,379
Intangible assets, net			10,986				12,415
Other assets			854				88
Total Assets		$	67,943			$	63,863
Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued liabilities		$	29,575			$	26,953
Accrued royalties			13,358				10,862
Notes payable, current portion			690				692
Deferred revenue			649				728
Senior secured line of credit			7,000				7,000
Derivative liabilities			-				607
Total Current Liabilities			51,272				46,842
Notes payable, net			431				771
Other long-term liabilities			9,317				9,354
Deferred income taxes			339				339
Total Liabilities			61,359				57,306
Commitments and Contingencies
Mezzanine Equity
Redeemable convertible preferred stock, $0.001 par value; 100,000 shares authorized; none and 5,000 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively			-				4,962
Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 13,187 and 18,814 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively			13,187				18,814
Common stock, $0.001 par value; 500,000,000 shares authorized; 94,578,077 and 88,627,420 shares issued and outstanding as of September 30, 2024 and December 31, 2024, net of treasury shares, respectively			95				92
Additional paid in capital			230,933				216,116
Treasury stock			(250	)			(4,782	)
Accumulated deficit			(248,623	)			(238,984	)
Total LiveOne's Stockholders’ Deficit			(4,658	)			(8,744	)
Non-controlling interest			11,242				10,339
Total equity (deficit)			6,584				1,595
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)		$	67,943			$	63,863

LiveOne , Inc.Reconciliation of Non-GAAP Measure to GAAP MeasureAdjusted 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 September 30, 2024
Operations – PodcastOne		$	(1,669	)		$	394		$	861		$	-		$	-			$	11			$	(403	)
Operations – Slacker			3,866				743			526			30			642				-				5,807
Operations – Media			(1,687	)			214			198			404			30				-				(841	)
Corporate			(2,827	)			2			706			207			254				(20	)			(1,678	)
Total		$	(2,317	)		$	1,353		$	2,291		$	641		$	926			$	(9	)		$	2,885
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 – Media			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

  

												Non-
												Recurring
												Acquisition and			Other				(Benefit)
		Net Income				Depreciation and			Stock-Based			Realignment			(Income)				Provision			Adjusted
		(Loss)				Amortization			Compensation			Costs (1)			Expense (2)				for Taxes			EBITDA*
Six Months Ended September 30, 2024
Operations – PodcastOne		$	(3,036	)		$	1,013		$	1,254		$	38		$	-			$	11		$	(720	)
Operations – Slacker			7,218				1,493			1,032			176			1,313				-			11,231
Operations - Media			(3,077	)			431			517			600			60				-			(1,469	)
Corporate			(4,980	)			3			1,188			229			276				29			(3,254	)
Total		$	(3,875	)		$	2,940		$	3,991		$	1,043		$	1,649			$	40		$	5,788
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 - Media			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

(1

)

Non-Recurring Acquisition and Realignment Costs include non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, legal, accounting and other professional fees directly attributable to acquisition activity, employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, and 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

(2

)

Other (income) expense above primarily includes interest expense 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.

  

LiveOne , Inc.Reconciliation of Non-GAAP Measure to GAAP MeasureContribution Margin* Reconciliation (Unaudited)(In thousands)
		Three Months Ended
		September 30,
		2024				2023
Revenue:		$	32,594			$	28,528
Less:
Cost of sales			(24,518	)			(20,547	)
Amortization of developed technology			(691	)			(726	)
Gross Profit			7,385				7,255
Add back amortization of developed technology:			691				726
Contribution Margin*		$	8,076			$	7,981

		Six Months Ended
		September 30,
		2024				2023
Revenue:		$	65,672			$	56,295
Less:
Cost of sales			(49,605	)			(39,748	)
Amortization of developed technology			(1,466	)			(1,473	)
Gross Profit			14,601				15,074
Add back amortization of developed technology:			1,466				1,473
Contribution Margin*		$	16,067			$	16,547

*

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