UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On October 24, 2023, PodcastOne, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for its fiscal quarter and six-month period ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The Company is in the process of finalizing its results for the quarter ended September 30, 2023. Such press release contain certain estimated preliminary unaudited financial results for the quarter ended September 30, 2023, which are based only on currently available information as of the date hereof. These results are preliminary and subject to change. The Company’s financial closing procedures for the quarter ended September 30, 2023 are not yet complete and, as a result, its final results upon completion of its closing procedures may vary from the estimated select preliminary unaudited results set forth in such press release. In addition, certain statements set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements,” “Cautionary Note Regarding Forward-Looking Statements” and the Company’s financial statements and related notes included in its Registration Statement on Form S-1 (File No. 333-269028), Special Financial Report under the cover of Form 10-K, Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for additional information regarding factors that could result in differences between the preliminary estimated financial results that are presented in such press release and the actual financial results the Company will report. These estimates should not be viewed as a substitute for the Company’s full financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). Accordingly, you should not place undue reliance on these preliminary unaudited results.
Additionally, the estimates reported in such press release include the presentation of EBITDA, which is a non-GAAP financial measure. In addition to reporting the Company’s financial information using GAAP, management believes that certain non-GAAP measures, including EBITDA, provide investors with important perspectives into the Company’s ongoing business performance. The Company does not intend for the non-GAAP measures to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define and calculate the measures differently than the Company does, limiting the usefulness of the measures for comparison with other companies.
All of the estimated preliminary unaudited financial information set forth in such press release has been prepared by and is the responsibility of the Company’s management and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm, Macias Gini & O’Connell LLP. Accordingly, Macias Gini & O’Connell LLP does not express an opinion or any other form of assurance with respect thereto.
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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1* | Press release, dated October 24, 2023. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
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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: October 24, 2023 | By: | /s/ Aaron Sullivan |
| Name: | Aaron Sullivan | |
| Title: | Interim Chief Financial Officer | |
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Exhibit 99.1
PodcastOne (NASDAQ: PODC) Pre-Announces Record Revenue and EBITDA
- For First Six Months Fiscal 2024, Estimated Revenue of $21M+, a 23% Increase – With $600K Adjusted EBITDA*
- Q2 Revenue to Increase by 24% to Approximately $10.5M
LOS ANGELES, CA, Oct. 24, 2023 - 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 second quarter and first six months ended September 30, 2023 (“Q2 Fiscal 2024”).
The select anticipated financial results discussed in this press release are based on management’s preliminary unaudited analysis of financial results Q2 Fiscal 2024. As of the date of this press release, PodcastOne has not completed its financial statement reporting process for Q2 Fiscal 2024, and PodcastOne’s independent registered accounting firm has not audited the preliminary financial results discussed in this press release. During the course of PodcastOne’s quarter-end closing procedures and review process, PodcastOne may identify items that would require it to make adjustments, which may be material, to the information presented above. The estimated preliminary unaudited financial results contained in this press release are based only on currently available information as of the date hereof. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary financial results, and are not guarantees of future performance and may differ from actual results.
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, I’ve Had It, 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.
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (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. The Company’s wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, Gramophone Media, Palm Beach Records, CPS, LiveXLive, 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.
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 LiveOne’s pay-per-view business and the proposed merger of Slacker with Roth CH Acquisition V Co. (the “Proposed Business Combination”), 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 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; 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 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 June 30, 2023, filed with the SEC on August 15, 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.
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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.
No Offer or Solicitation
This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
PodcastOne IR Contact:
Kirin Smith
PCG Advisory
(646) 823-8656
ksmith@pcgadvisory.com
PodcastOne Press Contact:
310.246.4600
Susan@Guttmanpr.com
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Cover |
Oct. 24, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 24, 2023 |
| Entity File Number | 333-269028 |
| 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 |
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