Good day, and welcome to LiveXLive Media Q4 2020 Earnings Conference Call. Please note this event is being recorded. I would now like to turn the conference over to Emily Greenstein, Investor Relations. Please go ahead.

Thank you. Good afternoon, and welcome to LiveXLive Media's business update and financial results conference call for the company's fourth quarter and fiscal year ended March 31, 2020. Joining me on today's call are Rob Ellin, CEO and Chairman; and Mike Zemetra, CFO. I'd like to remind you that some of the statements made on today's call are forward-looking and are based on current expectations, forecasts, and assumptions that involve risks and uncertainties. These statements include but are not limited to statements regarding the future performance of the company, including expected future financial results and future growth in the business. Actual results may differ materially from those discussed in this call for a variety of reasons. Please refer to our filings with the SEC for information about factors which could cause our actual results to differ materially from these forward-looking statements, including those described in the Company's Annual Report on Form 10-K for the year ended March 31, 2020, and the Company's other SEC filings. You will find reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures discussed today in the Company's earnings release, which is posted on our Investor Relations website at ir.livexlive.com, and we encourage you to periodically visit the Company's IR website for important content. The following discussion, including responses to your questions, contains time-sensitive information and reflects management's view as of the date of this call, June 18, 2020; and except as required by law, we do not undertake any obligation to update or revise this information after the date of this call. I'd also like to highlight to investors that the call is being recorded. We are making it available to investors and the media via webcast, and a replay will be available on our website in the investor relations section shortly following the conclusion of the call. Additionally, it is a property of the company, and any redistribution, retransmission or rebroadcast of the call in any form without the company's express written consent is strictly prohibited. Now, let me turn the call over to Rob. Rob?

Thanks, Emily. Good afternoon everyone. Thanks everyone for joining us today. I want to start by saying we hope everyone has been able to stay safe and healthy during these difficult times. Since we last reported, a lot has changed between the combination of COVID and social unrest surrounding racial injustice; there has been a meaningful impact on the live music industry. Yesterday, we announced Juneteenth as an official LiveXLive holiday starting next year. It is important that we all come together as a community and support each other, and LiveXLive is doing just that. During these unprecedented times, when COVID has shut down live music concerts and festivals, LiveXLive has become one of the most important go-to streaming platforms for live digital music festivals and performances. Today, we are a full-stack, live streaming platform with the ability to monetize content in multiple ways and multiple times. As COVID shut down live music events, we have quickly and successfully positioned LiveXLive as the leader in music live streaming. In the first half of calendar 2020, I'm proud to say we have already streamed more music events to more people with more artists than in all of calendar 2019. As an artist-first platform, LiveXLive provides artists with technology, production, distribution, marketing, sponsorship, with the ability for the first time ever to simulcast globally across all digital platforms. We recently launched pay-per-view, an exciting and important new initiative for LiveXLive, where we will exclusively produce and live stream cutting-edge, full-length pay-per-view content. We are streaming pay-per-view as a natural extension of our long-standing expertise in streaming the largest tentpole music festivals, the Super Bowls of music, Rock in Rio, EDC, Jazz Montreux, and Seagate around the world. The platform allows LiveXLive to structure revenue-sharing agreements with the artists via digital tickets, fan tipping, digital meet and greets, merchandise sales, and sponsorship. As live music slowly reopens, we will be positioned as the first and only platform driving sponsorship and ticket sales for both digital and live. We will be announcing in the very near future significant additions to our pay-per-view lineup. And we're proud to say our first small event sold over 8,000 tickets at an average of over $20 per ticket. Last quarter, we acquired React Presents, a club, concert, and festival promotion company with access to over 250 live events per year, including Spring Awakening, the largest EDM festival in Chicago. React's calendar revenue was approximately $15 million. Although the timing of the React acquisition and React just prior to COVID was not part of the plan, we quickly pivoted our management team at React to expand our artists outreach team to work on digital-only music events as opposed to live events, which has worked out extraordinarily well, with over 200 of our 1,300 artists streamed to date coming from the Chicago team. Another recent important milestone was the announcement of our planned acquisition of PodcastOne. We expect to close in. PodcastOne recorded gross revenues of $27.5 million in calendar 2019. The acquisition not only rounds out and complements our music and video content stack but significantly diversifies our revenue model, adding a large advertising component to complement our existing subscription business. Importantly, we inherit PodcastOne's experienced advertising team. We tripled the size of our current team today. And maybe most important is we bring PodcastOne's Chairman and Founder, Norman Pattiz, onto the LiveXLive senior management team. Norm is considered an icon and pioneer in the radio business. He was the Founder of Westwood One, which he built into the largest radio network in America, with a $4.5 billion plus valuation in the public markets. What I believe to be a testament to the value of LiveXLive shares is that Norm agreed to an all-stock transaction. PodcastOne generated a staggering 2.1 billion downloads annually and produces over 350 episodes per week. It's a library of over 300 podcasts, including shows from Adam Carolla, A&E's Cold Case Files, Stone Cold Steve Austin from wrestling, Shaquille O'Neal, LadyGang, T.I., and Mike Tyson. With the acquisition, we have significantly sought opportunity cross-sell, cross-promote to respective subscribers, advertisers, and sponsors, as well as provide a collective artist and audio account with expanded platforms to increase their social media and online presence. Since announcing the planned acquisition, we have already collaborated on two immensely successful video podcasts with Adam Carolla's PodcastOne show. This is a unique live stream and video stream podcast core event, which has been coined a vodcast. As we added to Adam's performance his two favorite artists, we've streamed to over 2.5 million people on those two shows. So we’ll be looking for both new streaming pay-per-view content as well as existing additions to our world-class podcast and vodcast lineup. In addition, we remain optimistic with respect to additional acquisitions that could add new or complementary revenue verticals. LiveXLive today is a different company than it was six months ago; at the time, we were focused on ways to generate and increase digital traffic. Today, we are laser-focused on monetization, bottom line, and what has become an enormous traffic and audience, and branding of LiveXLive. Our platform now stretches across five fast-growing industry segments: audio streaming, pay-per-view, OTT, podcasting, and of course, live event streaming. Each of these segments has the wherewithal to grow as a standalone business, as well as be part of an integrated model where we commoditize the same content many different times in many different ways. Like the major media networks, we can now produce, stream, and create original premium content, having added new monetization features for artists, including pay-per-view, virtual ticketing, virtual merchandise subscription, digital tours, and tipping. We have numerous new and potentially significant revenue opportunities. We now squarely focus on driving revenue and positive EBITDA. Since April, our paid sponsorship has tripled across our platform. And we have live streamed over 30 live music events, with 60 million views, versus 70 million total last year, featuring more than 1,000 of the biggest artists in the world, including Selena Gomez, Lizzo, John Legend, Tinashe, French Montana, Green Day, Lil Baby, Sting, and Keisha. Our management team aboard are loaded with industry leaders who have built, run, executed, and exited multibillion-dollar companies. One of our numerous important management additions is our President and my partner, Dermot McCormack. Dermot joined LiveXLive in July of 2019. He previously ran AOL as global President, where he was a key player in helping to sell AOL to Verizon for $4.5 billion. Prior to that, he was head of Digital for Viacom's Music Group, where he helped MTV build a user base of over 100 million followers. We feel we're following right in those footsteps. We also added Bridget Baker to our Board, who helped grow CNBC. Bridget was previously President of content distribution at NBC Universal. She is involved in acquisitions and integrations totaling over $50 billion, including Bravo, Telemundo, Vivendi/Universal, Oxygen, Comcast, and as you hear more and more about distribution, you will hear more and more opportunities for us to expand our reach across those distributors around the world. As I said, 2020 was a transformative year for LiveXLive. We have focused on the following four pillars: original content, programming, subscription pay-per-view, advertising, and sponsorship. Starting off with original programming, we created a one-of-a-kind franchise called LiveXLive Presents, which is my home to yours. We showcased amazing artists like Aces and Kayzo and broke baby bands and discovered amazing artists. We introduced a new premium product as well for plug-and-play, which allows artists to utilize a live stream kit, instantly plug into our platform, and simulcast to all LiveXLive properties as well as to the artist's homepages on their social media platforms, including Facebook, Instagram, Twitter, and Twitch. We also expanded a uniquely exciting partnership with Sinclair and STIRR, the largest regional sports network. As an ad-supported streaming service, this allows us to produce a slate of original programs and newly launched music channels on STIRR. The channel will feature a live zone in the future, which STIRR will sponsor key events supporting our goal in acquiring client audiences across platforms. Live Zone is our sports center for music; our red zone, our authentic news platform. What we like to refer to as the sports center music franchise has increased traffic and significantly expanded our original programming slate. More than ever, Live Zone has helped bring pop culture, artists, and fans together with art, fashion, music, esports, and will continue to grow, and you'll see more and more partnerships across the live world combining together with LiveXLive. LiveXLive continues to extend distribution with partnerships and B2B deals around the globe. We have had an amazing eight-year relationship with Tesla. As many of you know, we are an exclusive partner, whereby LiveXLive is pre-installed in any new Tesla car sold in America. Tesla's revenue production up and our partnerships remain strong, we also see the potential to expand into 85 automobiles, as well as across major carriers such as Verizon, Sprint, and T-Mobile. And as we publicly said previously, we are very close to expanding our offerings to the rest of the globe and expanding our partnerships with labels and publishers globally, to be able to handle and service B2B customers around the world. We have apps across Roku, Apple TV, and Amazon Fire, and we have partnered with YouTube, Facebook, Twitch, Twitter, Tencent, Dailymotion, as well as a global streaming app across 40 million Samsung TVs. There are so many ways to monetize our content through these various distribution channels. Of course, across these 35 platforms we have the ability to utilize basically the same content over and over again, both audio and video with mobile carriers, automobiles, and OTT to monetize the same content repeatedly. On the sponsorship side, we are bringing brands, bands, and fans together with companies like TIA, Samsung, and White Claw as key partners. Sponsorships have tripled in recent months, including significant national sponsors. Now I’d like to turn to what we've accomplished since April 1 and what lies ahead in 2021. We expect to collaborate with additional high-profile celebrities in the future across all the pop culture, adding to our lineup of Shaq and T.I., and Adam Carolla will be across podcasting, broadcasting music, and Selena Gomez, so we'll continue to expand those relationships and bring them deeper into the LiveXLive family. A big part of our strategy is building podcast and broadcast franchises with highly recognizable names and their existing fan bases and loyal listeners. We produced and aired our own franchise events at Coachella, EDC, and Rock in Rio, our digital content called Music Lives, a global live-streaming festival featuring 130 artists. We partnered with TikTok and a number of incredible artists to unite a global village through music. We really flipped the switch with this one, streaming artist performances from their living rooms, backyards, rooftops, poolside, and private studios. The festival broke all of our streaming records with an unbelievable 50 million views in 179 countries. It garnered a groundbreaking 5 billion video views on TikTok with an average of over 200,000 concurrent users during the entire 48-hour stream. That's a larger audience than Coachella or EDC or Rock in Rio has at a live event. In addition, after the enormous success of Music Lives, we launched a subsequent franchise called Music Lives On, a weekly multi-genre streaming series where artists promote and cross-post across their social accounts before and during live performances to drive audiences and we're averaging over a million viewers every Friday night. A couple of weeks ago, we partnered with global superstar DJ Cargo to live stream his virtual hour festival. We debuted his new album and garnered 5 million views. The lineup was amazing: Zac Brown, Chelsea Cutler, Jimmy Buffett, OneRepublic, and we showcased how to navigate the new world with live streaming. Slowly, we are coming out of this very difficult time; OneRepublic performed for the first time inside of a theater. We continue to expand our footprint with our iHeart partnership including recent events such as Elvis Duran, Stay at Home Ball, and Rise Up New York. Last month, we extended our live streaming partnership through 2022, which includes more than 25 events. We have exclusive international rights to distribute their top events: the iHeart Music Festival and iHeartRadio Jingle Ball. We're the first company to ever crossover live in digital, which we’ve been doing for the last four years by streaming Rock in Rio and other major events globally. Going forward, we're actually putting on live events like LiveXLive Presents with a digital element. Our next stop is going to be ticketed events and venues with pay-per-view and ticketing such that we can aggregate the most exclusive pop culture music events, and the ability to not only launch channels with their full slate of original content but also produce and own events and create franchises and drive new revenue streams has created a new and unique opportunity for sponsorship and advertising to reach millennials. Distribution sponsorship, advancing strategic distribution partnerships, and sponsors remain a key priority. Right out of the gate, we partnered with Facebook Oculus Venues to live-stream Music Lives to the world. This introduced our content to a whole new set of global fans with the addition of Oculus, as well as a partnership and distribution sponsorship with TikTok, and we’re already on track to more than triple our sponsorship revenue during the June quarter. This month, we released a new unified audio and video Smart TV app experience on Samsung TV, Apple TV, Roku, and Amazon Fire, reaching an estimated 90 million monthly active users. The app really offers a one-stop destination for audio and video. With that, I'm going to hand this off to Mike Zemetra. Mike, thank you.

Great, thank you, Rob. We ended our fiscal 2020 with strong results and in line with our prior annual financial guidance with $38.7 million in revenue, an adjusted operating loss of $12.6 million, and record KPIs in fiscal 2020, including 25% net paid subscriber growth year-over-year, and live streaming 42 events to over 69 million viewers. Moreover, we had another record quarter in Q4 2020, including Q4 revenue of $9.9 million and an adjusted operating loss of $2.2 million and contribution margins of $2.2 million. Even though this is our fiscal 2020 earnings call, the first portion of my prepared remarks will provide commentary on our fiscal 2020 performance, with the latter part focused on Q4 2020 financial results compared to Q4 2019. More specifically, in fiscal 2020, our consolidated revenue was $38.7 million, up 15% year-over-year from $33.7 million in fiscal 2019. This was largely due to our paid subscribers year-over-year, offset by a slight decline in our advertising and licensing services. Ending fiscal 2020, paid subscribers grew to 849,000, or by a net 169,000 from ending paid subscribers in fiscal 2019. We ended fiscal 2020 with 93% of our revenue derived from subscription and 7% from advertising and licensing. Fiscal 2020 contribution margin grew 136% year-over-year to $5.9 million as compared to $2.5 million in fiscal 2019. The year-over-year improvement of $3.4 million was driven by the growth in our paid subscriber base, coupled with margin improvements from our subscription services, which were approximately 34.2% in fiscal 2020 compared to 32.1% in fiscal 2019. We spent approximately $7.3 million to live stream and produce 42 events in fiscal 2020, averaging $174,000 per event, which is an improvement of over 50% year-over-year. In comparison, we spent a total of $8.3 million in fiscal 2019 to produce 24 events, or at an average cost of $345,000 per event. The year-over-year improvement in our average cost per event was largely driven by cost efficiencies realized from the scale of our business, coupled with an increase in the number of core sponsored events with partners such as iHeartRadio. Heading into fiscal 2020, we expect to realize more cost efficiencies across our live productions as we pivot towards more digital-only and pay-per-view events. The fiscal 2020 adjusted operating loss was flat year-over-year at $12.6 million. Now, I would like to discuss the financial performance of Q4 fiscal 2020 versus 2019. Q4 2020 revenue was $9.9 million, up 8% year-over-year from $9.2 million in Q4 2019. This was due to year-over-year growth in paid subscribers, offset by a slight decline in advertising and licensing, which was partially impacted by COVID-19 beginning in March 2020. I will delve deeper into revenue drivers along with the COVID-19 pandemic impact across our business later in my prepared remarks. Q4 2020 contribution margin of $2.2 million was flat year-over-year, despite an increase in revenue over the same period. This was largely driven by a one-time correcting entry booked in Q4 2019 to reduce cost of sales and properly state accrued loyalty obligations by $0.4 million. As a result of this correcting entry, our subscription business generated approximately 38% contribution margin in Q4 2018. Excluding this correction in entry, the contribution margin would have been approximately 33.7% or approximately the Q4 2020 contribution margin of 34.7%. Q4 adjusted operating loss was $2.2 million or slightly higher compared to $1.9 million in Q4 2019, driven by higher overall corporate costs of $0.6 million from the addition of new personnel in Q4 2020 compared to Q4 2019, including a new President and other initiatives to support the overall growth of the company. This was offset by $0.4 million improvements in music services, driven by reduced marketing spending in Q4 2020 versus 2019. In addition, we also capitalized approximately $0.6 million of internally developed software costs in Q4 2020 versus $0.9 million in Q4 2019. Now, turning to the Q4 financial performance across our music operations and corporate divisions. Our music operations consist of our audio and internet video services, along with our live stream operations, including sales, marketing, product development, and to a lesser extent, certain general and administrative costs. As previously discussed, our Q4 revenue of $9.9 million was an 8% increase from $9.2 million in Q4 2019, largely due to growth across our paid subscribers year-over-year. During Q4, music operations generated $9.2 million in subscription revenue compared to $8.4 million in Q4 2019. This improvement was driven by a 25% increase in ending net paid subscribers. As a reminder, we ended Q4 with 849,000 paid subscribers, up 169,000 from Q4 2019. The annual net increase in paid subscribers was driven in part by the strength of our B2B consumer-driven business, which includes Tesla, as well as increased net additions across our consumer paid subscription services. Note that during the latter part of March 2020, with the onset of the COVID-19 pandemic in the U.S., our subscriber growth began to slow across both our direct-to-consumer and B2B partners. We expect this trend to continue at least during the first quarter of fiscal 2021, which is reflected in our fiscal 2021 guidance. Q4 2020 contribution margin of $2.2 million was flat year-over-year despite an increase in revenue over the same period, largely driven by the previously discussed one-time correcting entry booked in Q4 2019 to reduce cost of sales. During Q4 2020, we incurred approximately $1.2 million in production costs to produce 14 events at an average cost of approximately $86,000 per event, representing a 68% improvement in the average cost per event compared to Q4 2019. As previously discussed, we are continuing to realize massive cost efficiencies on production as we scale our live events. We foresee this trend continuing through Q1, 2020 to 2021. Comparatively, we incurred $1.3 million in Q4 2019 to produce five live events at an average cost of approximately $268,000 per event. Q4 music operations adjusted operating loss was $1.1 million compared to $1.5 million in Q4 2019. The year-over-year increase of $0.4 million was largely driven by lower marketing and operating expenses to support the various growth initiatives and events in Q4 2020, offset by the previously discussed technical difficulties. Hey, Rob, can you put yourself on mute? Thank you - in Q4, 2020. Turning to corporate, our corporate division consists principally of general and administrative functions, such as executive, finance, legal, and other areas that support the entire company, including public company driven initiatives and supporting functions. Q4 corporate adjusted operating loss was $1.1 million compared to $0.5 million in Q4 2019. The increase was largely due to higher personnel costs, coupled with higher overall professional fees to support the various growth initiatives throughout fiscal 2020. Now, I would like to discuss the trends of our operating expenses year-over-year, excluding non-cash stock-based compensation, amortization expense, depreciation, and certain non-recurring operating expenses of $5.7 million in Q4 2020 and $6.6 million in Q4 2019. Q4 2020 operating expenses were $4.4 million, which were slightly higher compared to Q4 2019 of $4.1 million. The Q4 increase was largely due to $0.5 million in higher corporate G&A expenses, resulting from increased personnel and professional fees, coupled with a decrease of $0.3 million in internally developed software capitalization offset by the previously discussed $0.4 million improvement in music services, largely due to lower marketing expenses. Turning to our balance sheet, we ended Q4 2020 with cash and restricted cash of $12.4 million, slightly down from ending cash and restricted cash of $13.9 million as of Q4 2019. The year-over-year decrease was largely driven by net cash proceeds from financing of $5.8 million, offset by net cash outflows from operations of $4.9 million, and investing activities of $2.4 million for the year. The year-to-date net cash usage from operations was largely driven by our adjusted operating loss, offset by net cash savings in our working capital driven principally by active management of our payables throughout fiscal 2020. Now I would like to update you on a few additional items. In May 2020, we acquired PodcastOne. As a reminder, PodcastOne is one of the leading players in podcasting, producing more than 300 podcasts per week and generating over 2 billion downloads annually. Full calendar year 2019 revenues were $27.5 million, principally driven by advertising. Assuming we acquired PodcastOne effective April 1, 2019, pro forma revenue for the entire fiscal 2020 would have been approximately $56 million. Historically, PodcastOne was growing its topline at 20% per year and gross margins were slightly better than our subscription services, which are in the mid-30% today. We acquired PodcastOne with issuances of approximately 5.5 million shares and expect to close sometime in July, which is three quarters into our fiscal year. We are excited to have Norman Pattiz join our team, who will also become our third-largest shareholder upon closing the acquisition. As of March 31, 2020, we had approximately 167,000 warrants outstanding and approximately 4.2 million potential common stock underlying our secured debentures and unsecured convertible notes. We ended the quarter with approximately 59 million common shares outstanding. In April 2020, we obtained a $1.99 billion loan under the SBA Paycheck Protection Program, which we plan to file for 100% forgiveness in Q2 2021. As of today, we have a total of 8.9 million in secured convertible debentures outstanding. Lastly, we amended our credit agreement with our secured debenture holders in Q4 2020. As a result of this amendment, we were required to transfer $6.5 million of our cash into a restricted cash account. This is not a principal change, as we have always been subject to holding a minimum cash requirement, which was $6.5 million throughout the entire fiscal 2020. Turning to financial guidance, full-year fiscal 2021 guidance is as follows. Please note this includes three quarters of the impact from PodcastOne, assuming the planned acquisition closes on July 1, 2020. Revenue of $61 million to $67 million, representing a 65% increase year-over-year at the midpoint, with a mix of advertising revenues to be between 35% to 40% of our consolidated fiscal 2021. Annualized contribution margin of 30% to 35% of our revenue, an improvement of over 100% year-over-year versus fiscal 2019. The adjusted operating loss of $2.5 to $5 million represents a 70% improvement year-over-year at the midpoint. With this, we are forecasting our combined Music Services segment to be profitable in fiscal 2021, with the only corporate overhead adjusted loss expected between $4 million to $5 million. Capital expenditures, which principally include internally capitalized labor costs, are expected in the range of $3.5 million to $5 million, and our expectation is to live stream over 100 music festivals and events, an increase of over 140% year-over-year. Now, I would like to provide some color and guidance on Q1 2021. Q1 will include one, a full quarter impact of COVID-19, which includes a loss of over $8 million in forecasted topline revenue, including all live, on-premise music events, such as our Spring Awakening festival, and up to 50% declines in our programmatic advertising revenue. Two, volatility in ending subscribers, since I will note that given the current lockdown on production initiatives within some of our larger customers, we do not expect any subscribers to grow significantly in Q1 2020/2021 compared to historical growth. And three, management-led cost-saving initiatives in Q1, including payroll and operating expense reductions totaling approximately $1.5 million in savings in Q1, 2021. Factoring all of this, we expect the following in Q1 2021: revenue between $10.4 million to $10.7 million, representing an increase of 10% year-over-year at the midpoint, and adjusted operating loss between $0.2 million to $0.5 million, an improvement of over $4.2 million or 92% year-over-year at the midpoint. After 40 live events and 70 million live views, matching what we did for the entire fiscal 2019, and sponsorship exceeding $1 million in revenue or three times greater than any quarter since our inception. Lastly, I would like to conclude with some final thoughts. Fiscal 2021 will be a turning point in our evolution, showing massive financial progress, diversification in our revenue mix, and radical improvement in our bottom-line cost structure. We are laser-focused on strong pathways towards growth, profitability, and execution. That concludes my prepared remarks. I would like to turn it over to Rob for final thoughts, and then we can open the line up for Q&A.

To wrap up, fiscal 2020 was a year of incredible growth and progress for LiveXLive. COVID is proving to be a massive accelerator for streaming. Goldman Sachs recently raised their estimates on the back of faster than expected paid streaming adoption and now expects the streaming market to grow over 12% to reach $75 billion by 2030, as well as global paid subscribers exceeding 1.2 billion in 2030. The LiveXLive platform is perfectly positioned in the center of the storm of the music ecosystem, with audio, live event streaming, live events, pay-per-view podcasting, and over the top. Along with production, we believe these present five enormous opportunities to create substantial revenue and shareholder value. We've created a streaming music and content stack unlike any other company with audio, video, live music, social sharing, distribution, physical, and transactional. Thus far, our growth has largely been based on subscription-based revenue. We're focused on generating traffic and audience and building brand awareness. Now we are focused purely on monetization, driving revenue, and generating cash flow. We're adding a meaningful advertising component to PodcastOne, and the scalable traffic is now attracting national sponsors. Next year, we expect around 40% of our revenues to come from advertising-sponsored ticketing, with the remaining being subscription. At the core, we are a technology company with a world-class management team that enables audiences to get the best seat in the house anywhere in the world. We have built a competitive mode with great technology, new monetization paths, ownership of key assets, a large subscriber base, fantastic global partners, original programming, and curation, and the lowest cost of content I've ever seen add on to $20,000 per hour for AAA content. Large-scale live music events will not come back, maybe free for this year, and perhaps even until the middle of next year. We have reached a pivotal moment in the music industry. Streaming numbers are topping those of television broadcasts, and artists are coming to help us navigate the new world, recognizing that we have the tools, creative ability, and great partners during this time of unprecedented change. LiveXLive is well-positioned to win not only in today's new normal of music but when live music comes back, it's going to come back bigger than ever. And that will turn our company into something bigger than ever. We have radically improved our revenue mix and profitable outlook. We are still just at the beginning of our story and intend to grow both organically and through M&A. Stay tuned to LiveXLive and stay healthy. We look forward to any questions that anyone has. Thank you very much.

Our first question today comes from Ron Josey with JMP Securities.

Great, thanks for taking the question. Maybe two for Rob and one for Mike on just guidance, so Rob, with the 60 million live views since April 1, I am wondering if you can impact those or talk a little bit more about those viewers. Are they new to the platform? And are they - how often are they coming back given the franchises that you have to offer with Music Lives On and everything else? So that's question one on just the 60 million live views? How often are these users coming back in and are they new? And then you mentioned also, Rob, regarding international expansion with a partner, can you just talk about maybe any insights on timing or how we might sort of understand the potential benefits of going international there? That's two for Rob. And then Mike, just on guidance, very helpful for the details on the full year in Q1. Can you just help us understand a little bit more about how you view advertising and sponsorship revenues versus subscription revenue, and then how React Present sort of is included in that? And given PodcastOne is included in guidance, any reason why that wouldn't close? And then lastly, it looks like, I'm sorry for the long question, but looks like adjusted operating loss is much lower in Q1, but then I guess loses sort of gets higher, if you will, as the year goes on to talk about why. And then any insights on why cash with restricted cash is coming up? Long question but great to see the momentum here and hopefully you can help there? Thank you.

So, lot of questions in one, I guess I'll start with the audience, right? So the audience and the mix of the audience is really unique, and because we continue to - as we talked about Ron from day one most of our traffic is going to come from the artists themselves. So because we cover all genres of music, right? We deal with everyone from Selena Gomez to the Rolling Stones during this quarter, right? You're going to see traffic from many different demographics. So it’s been staggering, and the 60 million is exciting enough but the 5 billion effectively engagements, which is kids hashtagging and putting a LiveXLive video. Our brand is getting some real recognition. Our brand is getting out there, the inbound calls. As you know, we've been chopping wood and breaking bricks for the last four years. The inbound calls are coming in and it's really exciting to see the opportunities there. And I think you're going to see more and more of those convert to free subscribers, paid subscribers. As I said, we sold 8,000 tickets in pay-per-view. We didn't do any marketing in that; it was our first run of it. You're going to see - you know going forward you're going to see us monetize that traffic now that's coming in. So that side is really exciting. On the podcast side, Norman may even jump in here in a minute. I think he was on a plane, so unfortunately, I think his plane is late. He was trying to join here as well. The deal is closing imminently. The company's already integrating, right? We've already done Adam Carolla, where we've taken Adam Carolla and we added his two favorite music stars. So think of taking a podcast now turning into a vodcast; a podcast will be a radio show, a vodcast will be a TV show. And now just think in the kind of a variety show, you know like Jimmy Kimmel, Saturday Night Live, we've added those elements to it that are really exciting and the sponsors are really excited about it. And I stick with your third one Ron, you have the third that was most important.

No, you mentioned international I was curious how that does it, but then Mike, I want to make sure there's time on just the guidance and unpacking that and just the cash?

It is an important question regarding international matters. We have indicated to the market that we will secure licenses either through acquisitions or internally. Jerry Gold and Mike Bebel have significant experience with these types of licenses. Jerry previously served as CFO for a major music company, so we have the right expertise in place. They have navigated through similar situations numerous times. This is an exciting period, and we did mention that an acquisition will occur very soon. One of these will provide us with the necessary global licenses. We believe there is a significant opportunity when looking at Spotify's and Netflix's numbers, as much of our subscription revenue currently comes from the U.S. and as we expand our licenses, it’s worth noting that around 50% of revenue for those companies comes from international markets. Therefore, we see a substantial growth opportunity for the company in the near future.

Great, thank you, Rob.

So in terms of guidance and I wrote down your questions, I'm trying to go in order here. So you were asking a little bit about the mix, is it advertising, subscription, or React? How do we think about that? I mean, what I previously said was that 30% to 35% of our revenue would come from advertising. That's going to be some combination of PodcastOne, the new sponsorship that's coming off our platform. And there is some COVID impact in terms of our historical programmatic advertising. And so there will be a little bit of decline there. As far as React's, I mean we're - the government has basically shut down live events. So our forecast doesn't assume any live events are going to come to fruition this year. So in the event if that does open up, it'll create some additional revenue opportunity; but at least for the foreseeable future in this fiscal year, we'll see that happening. On PodcastOne, we're anticipating to close sometime in July. And we feel very confident on that date, so I don't think anything is going to move variably there. As far as Q1 in terms of the adjusted operating loss, as I mentioned before, we instituted cost savings in the beginning of the quarter and the total was about $1.5 million. Those aren't going to be recurring. Those cost savings were instituted largely as a result of the uncertainty of COVID-19. They included payroll reductions for both Rob and myself and went throughout the entire quarter, including some operating expenses, etc., that we were able to negotiate down. Those aren't necessarily permanent, and so you're getting an arbitrary benefit of about $1.5 million in the period. Does that make sense?

It does, thank you.

And then on the cash, as I mentioned before, we negotiated new terms with our existing lenders, which included covenants going forward on financial covenants. And as a result of that negotiation, we put about $6.5 million of our cash into a restricted cash account. But fundamentally, this isn't any different than how we were operating because there was always a minimum cash requirement of $6.5 million throughout the entire fiscal 2020.

Our next question comes from Thomas Forte with D.A. Davidson.

Great, thanks for taking my questions. I had two, then I want to get back in the queue. So the one - the two questions I want to ask first are the ones I get asked most often by investors. How are you able to pivot your strategy so quickly? And then what's the role of live festivals in your strategy when they return in full?

Yes, so great question, Tom. I mean the reality is, we really had to pivot tremendously from our core strategy, which was always to deliver digital festivals, right? When they started as a live event and were delivered digitally, we were able to elegantly and enhance our team with the Chicago team, we acquired React. Remember we only acquired that for $2 million of junior debt right in that subsidiary. We took that team, we folded them with the rest of our artist team, and we've been able to secure more talent than we've ever been able to secure. And so it's really exciting to see. And again, we've had over 1,200 artists this year so far versus the 275 we had last year. So we held four or five times the amount. It's just going to keep growing. And I think of this as an inflection point; Rome wasn't built in a day. Like ESPN, this was built over time. I'm not sure they would have fully believed in this before COVID, right? Now they're actually realizing the staggering audiences that these artists drive. And as you probably read this week, BTS did a pay-per-view event that drove $20 million in revenues. This isn't going away. And so I highlight that because as we move to live music, and you know I'm a huge fan of live music; I love attending live music. But I'm also a big believer that live music will come back bigger than ever; half a billion millennials attend music festivals and two-thirds of the world goes to live music events. So it's going to come back; it's just a matter of time when it does. It's exciting to see that Coachella announced that they're going to come back, hopefully, if everything goes well in April, but that's still a long time away. When that comes back, we're also positioned as a full 360 player from our own live events to our amazing partnerships with Live Nation like we announced today with Juneteenth. We are so proud to be doing this together with them, our partnerships with iHeart, which we just expanded. So like ESPN did in sports, we've maintained our independence; we've maintained our relationships. And we're the only ones in the world that are doing this as a day job. There are some people sitting out there and playing with the concept of being a competitor, but we have at least a four-year head start. I think it's going to be really difficult for anyone to truly compete in this, and if you believe in that authenticity around music, we've now comfortably created an entire channel and platform around authentic live music. I hope you all get an opportunity to see Live Zone and all the components of that that tie into our business plan and being the ESPN of music.

Our next question comes from Laura Martin with Needham & Co.

I'd like you to parse for me, help me understand this. I love the sort of exploding new revenue stream spaces and growth drivers that you're talking about, Rob, coupled with these words that we're going to focus on monetization. First and foremost, Wall Street always loves that. All of which makes me feel like this should be a strong double-digit grower? And then, but now Mike gives me guidance and he says, well pro forma last year was $56 million and now it's going to be $61 million. That's a 9% grower feels like groceries to me. So tell me what it takes to get this company to 20% revenue growth or more at rising free cash flow? Is it just COVID needs to end? You need to have more ad revenue, which is higher margin? Like how do I get the numbers to match the storytelling of monetization focus on a rapidly expanding revenue-like stream base?

Yes, let me start with that. Mike, I'll provide a high-level overview. So, operationally, separate from corporate overhead, the business is now reaching positive EBITDA, which is exciting because last year we faced a $12 million to $15 million negative EBITDA. We've been building our brand and increasing traffic, but we couldn't focus on monetization until now. We've discussed this extensively. We're planning to hire a sales team by December, but then COVID hit. Currently, we have a significant sales force with PodcastOne, which presents a great revenue opportunity. The guidance we’re considering includes $15 million in revenue from React, but I'm currently counting that as zero since I can't predict when live streaming will resume. We hope some part of that aspect of the business will return. Additionally, we are not factoring in revenue from events like Rock in Rio and EDC, despite having major partners and sponsors such as Tencent, MTV International, Kia, and Samsung. We need to be cautious about those, as the first event we know of is Coachella next April. Lastly, regarding PodcastOne, we will only be accounting for approximately eight to nine months of their revenue since we close that acquisition on July 1. Does that clarify things?

Excellent answer. Mike, do you have anything on this?

Yes, and then I think you hit it on the button. There is COVID impact across our business. I mean, certainly, some of our larger OEM providers like Tesla are impacted. And on top of that, Rob mentioned React; we're anticipating upwards of $15 million plus in revenue that is kind of put on the sidelines. And our advertising business is having a little bit of a challenge from a programmatic perspective. So when you take that and you look at PodcastOne, as it's coming in for eight to nine months of the year, not the full year, we actually are growing at plus 20%, according to your forecast.

Right, perfect. I'll say that's a great answer. My other question is hidden assets. One of the things Wall Street tends to undervalue is human capital. And you just brought this 77-year-old juggernaut called Norman Pattiz onto your board, and he is a third-largest shareholder. So he's aligned with public shareholder interests. Could you walk through maybe, he's on the call, but maybe it's better to talk about it so you can brag? Could you talk about what hidden asset value he brings in a deal-making business like yours that Wall Street is probably missing and what segue he can add value, specifically to the income statement, either revenue or lowering costs for you?

Well, I think to start with, Laura, in that is I speak to Norm probably seven or eight times a day, right? While this call is happening, I'm getting texts. So we've already proven, and before we close the deal, that we could put the number one podcast up on the map; we want to get his book of records and be able to take that, and combine pop culture with podcasting, right? Sort of radio show to be a TV show and add music to it right? More and more of that is coming, right? You just saw today we just announced a deal with Shaquille O'Neal. Shaquille O'Neal is a podcaster on our platform. Well, now he is doing a major event with us in a couple of weeks, right? You're going to see a lot of that crossover, and between our team's relationships, it's fantastic to have Norman Pattiz's relationships to the agencies, the managers, and the celebrities themselves. Why he's great. What I love about Norman is, when you talk about radio guys, Mel Karmazin, Bob Pittman, these guys are just machines with selling it. A lot of people are upset with me that I didn't start selling earlier. But I never thought I had enough to sell yet, right? And I wouldn't get enough worried that I would discount the value we’re getting because we didn't have a full channel. We built this entire platform in $35 million. So having Norman there right at the right time, right place is a huge, huge addition to the company and he's actively engaged on a daily basis. I would say he's about as enthusiastic as I've seen him, because I've been negotiating this deal with him as you know. Yes, we've talked about this deal for almost a year and a half with him. He's about as excited about his business and about the crossover. One of the great parts of having Norman on top of being a salesman is that he doesn't stop selling every day, as he also has an army behind him. He's got 12 or 13 guys men; we have three people in sales. We just went from three to you know three, four to 15 overnight. The energy in the room is pretty spectacular. Dermot just left down and is just ascending with their sales force, right? Everyone's working to get the best they can during COVID some on Zoom. But the sales forces are really excited, and as Mike articulated our sponsored revenue is up 3x from any quarter before. And I think you're going to see that continue to grow.

Our next question comes from David Bain with ROTH Capital.

First, I was hoping we could dive a little further into pay-per-view. It seems like that's potentially a significant franchise to monetize in the near term. I was hoping to kind of get an understanding of the typical revenue share, maybe margins to LiveX. Any do you have any data points in terms of back-end subscriber monetization? I know Rob, you kind of touched on that, but have those become auto-free subscribers through ticket buying? Are you already seeing a higher percentage of those moving over to subscribers, or is it still a little early to gauge that?

And it's kind of captain obvious, right? That's very different, and Laura asked the question and then Ron asked the question, which is how does your traffic convert, right? We're just learning how it's going to convert. When you get someone into the funnel, right? They're coming in for free. But you know one thing for sure when you're getting them in with a credit card, right? They're a lot closer to your heart and your soul. So when they convert, when they come in as a subscriber and buying it for an average of $20, right? And our whole offering for the year is only $40, $50. You get really excited about what that penetration could be and what percentage you can convert. If you converted 20%, there's a lightning rod there.

Yes, I could take that Rob. So hey, David, we're in the early stages of this model. So in terms of revenue share, as we're building this is about building in the early stages. It will be variable, I think, on the artists, but just to know a meaningful amount of economics are going to come to us. Because not only are we streaming it across our platform, we're also producing. So there are different ways in terms of monetizing, but it's still too early to give sort of indicative terms.

Okay. And then can you speak to PodcastOne like compensation on the talent front? One, can stock be used to attract and retain talent? You mentioned, some of those talents have become franchises in and of themselves. And then could I get a sense as to how advertising revenue in the PodcastOne entity has held up as COVID hit and are you seeing some kind of dollars in advertising fuel back into that, as it has declined?

Mike, you want to take that?

Yes, I mean, certainly there's an advertising impact across podcasting in general. It's not anywhere to the severity like what we're experiencing on our programmatic side. So in my - our thought process is if PodcastOne historically was at a 20% grower, that's probably going to be the impact, at least what we're seeing in the early stages of COVID, kind of that 20%. So yes, and that's built into all our forecasts.

Okay. And then last question, just again, I guess?

Just going back to that, David, David in terms of your question before, because I think it's a really important question, yes, we've just again for the first time in a long time, we'll start to get our mojo back; right? So yes, as you know, we've converted some of the record labels and the publishers going back at $4.5 a share when the stock came down. That was impossible to deal when the volume picks up. It makes it a little more intriguing. I think the same thing applies for celebrity talent. We've just announced Nelly and Jeremiah live; we have Nas's Apartment. I think we’re going to see way more of those partnerships, right? And you're going to see them all wanting an equity component; they're all going to want to drink that Kool-Aid that Dr. Dre did, when he made his money in Beats. We're seeing a very, very strong reaction, and I think you'll see that across podcasting and vodcasting as well as our ambassadorships as artists become more and more engaged and more and more part of our platform, more part of our family as we grow.

Our next question comes from Barry Sign with Spartan Capital Securities.

I wanted to go back, Rob, to something that you've already touched on. You've had in the Q&A, which is that six months ago, you were pretty much exclusively a live event company. You've successfully built a virtual event company to replace your revenue and you hit your numbers. So looking at a year or so from now, when live events come back? Do you think they replace the virtual or do you think they build on top of the virtual, so now you have a larger company than you would have absent having built this new virtual business during the pandemic?

Yes, I apologize I know my speech was a little long, so I may have got lost in there. But we've said as we look forward to the day live music comes back. I've always been enamored with the pay-per-view market as you know. We've talked about it a lot right. I helped start; I was in the pay-per-view market going back 30 years ago, you know really going back into boxing and announced Magic Johnson, Michael Jordan 30 years. So I'm a huge believer. What I do believe is that if live comes back, there is an intriguing combination that is very powerful. If you could sell 150,000 tickets to Coachella, there's got to be a few tickets you can sell digitally. The same thing if you can sell tickets to a concert, whether it's one artist or multiple artists, and just watching BTS last week and watching what we're doing on a platform that we sold over 8,000 tickets without any marketing so far at all, right? You probably hadn't heard of any of those fans; they're mostly jam bands. I think that there is a brand-new revenue stream that is coming here that is not in our guidance today. We have to learn and we got educated, get smarter about it. But the fact that our technology is working, I think the ability to monetize the tipping, gifting, to pay-per-view is going to be an enormous business. When one band does $20 million in a day, stay tuned for what's coming with us because we stream some of the biggest artists in the world, right? If you know that it works, one band can do $20 million in a day, we're still a small company; pay-per-view could be a meaningful piece of our business in the very, very near future.

Next question is around advertising revenue. As you've talked about, you've built an incredible content portfolio, but your advertising revenue to-date has been fairly minimal. I know that's not something you really focused on until recently, as you've said you're adding a very strong advertising team with PodcastOne. How many folks are there? Have they started to look at the LiveXLive portfolio? And what's their impressions? How quickly do you think that advertising team can ramp up and monetize what you already bring to the table on that margin?

You provided numbers, right? The more salespeople you have and the better they are, the greater your chances with advertising. Starting with podcasting, you'll understand from Norman that podcast viewers typically watch for about 40 minutes, from beginning to end. The enthusiasm from our team around selling live music and our offerings is truly unique; I believe this is a turning point. I’ve faced criticism for not starting advertising earlier, but I wanted to protect our property. On Friday nights, for instance, we saw White Claw, and I wouldn't be surprised if another advertiser appears this weekend. I sense that moment is upon us. It’s challenging to feel momentum in these times, but we do feel it and are excited about the future of advertising. Stay tuned; you’ll see more Kias and more Samsungs as distributors and sponsors come together. When partnerships like Kia and Facebook occur, it makes me even more excited because we’re generating both traffic and revenue.

My last question is around M&A. On both this call and your prior call, you've dropped a lot of little teasers in about things to come for M&A. On the last call, you had talked about, I think you used the word imminent; that a transaction was imminent. Was that PodcastOne, or is kind of Moby Dick still out there waiting to be caught? And what is your - if you can kind of wrap up all of the comments that you've made on M&A and describe to us what is your current M&A posture? What are you looking to add to the portfolio? And what kind of financial parameters one difference now versus a quarter ago is you have a much stronger equity to use. And you're using that for example with PodcastOne?

So, great question. The answer is that PodcastOne was not that acquisition as I said before. We believe that there is another acquisition that is very close, right? And we're super excited about it. It's a lot easier than it was before, right? Remember, in the podcast acquisition, we picked up $27.5 million in revenues, and Norman became our number three shareholder, right? In terms of valuing the company, which is fantastic now and top of it. For going forward, that was really tough in this market; you're in the middle of COVID, the stock is not doing well during that period. Now our stock is doing better, right? We’re not back at our highs; we're not back in the middle of our range. The exciting part is that people are going to look at our stock in a very different way, and we're already starting to see it from some of the royalties. As I said, the publishing, the record labels, to starting to convert again. I think the same thing applies for celebrity talent. We’ve just announced Nelly and Jeremiah live; we have Nas's Apartment. I think we’re going to see way more of those partnerships, right? And you're going to see them all wanting an equity component. They're all going to want to drink that Kool-Aid that Dr. Dre did when he made his money in Beats. We're seeing a very, very strong reaction, and I think you'll see that across podcasting and vodcasting as well as our ambassadorships as artists become more and more engaged, and more part of our platform, more part of our family as we grow.

Unfortunately, we have run out of time and only have time for one more question. So our final question today will come from Brian Kinstlinger with Alliance Global Partners.

A lot of questions already been asked but I was going to ask on the international rights. Is there any benefit included in guidance? Is that more of an acquisition? And will that be a big catalyst instead for the next fiscal year?

I can't answer that one. And nothing in our guidance reflects international expansion and/or acquisition.

And then the follow-up I had, and Mike, obviously much shorter here. You mentioned being installed in every Tesla, I think if I heard you correctly, does that - is that similar internationally to the deal domestically or is that just installed? And the purchaser would have to activate and/or pay for a paid subscription?

Sorry, Brian, the question is, is it pre-installed on the Tesla vehicle...?

Well, in the domestic.

In the domestic, yes, agreed. Yes, it's pre-installed, it comes with the...

Right, it’s pre-installed, and Tesla pays for the premium, pays for the paid membership. Internationally now that you're going to be installed in every car, does Tesla, are they going to pay for that subscriber, or does the subscriber or new car owner have to buy it?

Yes, Mike, let me take this. So the answer to it is historically, right, as we have had an almost perfect partnership, right? No cost per acquisition, no breakage, no churn, right? Tesla has tried some things along the way that have tested whether or not the car owner is going to pay for it versus Tesla paying direct built into their lease or the sale of the car, right? It looks to us like it’s a very, very positive and promising relationship to expand with Tesla all the time and how that all could play out, but you could be sure they get a test, right? They're always going to test things along the way. Does that help?

Yes, it helps; of course. Thank you.

This will conclude our question-and-answer session, as well as today's conference call. Thank you all for joining us on today's call. You may now disconnect.