UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2022, LiveOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the first quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On July 28, 2022, the Company issued a press release announcing that it plans to hold a conference call to provide a business update and discuss its operating and financial results for the first quarter ended June 30, 2022 by August 15, 2022. A copy of the press release is attached hereto as Exhibit 99.2.
The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1* | Press release, dated August 11, 2022. | |
| 99.2* | Press release, dated July 28, 2022. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
1
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.
| LIVEONE, INC. | ||
| Date: August 11, 2022 | By: | /s/ Robert S. Ellin |
| Name: | Robert S. Ellin | |
| Title: |
Chief Executive Officer and Chairman of the Board of Directors | |
2
Exhibit 99.1
LiveOne Reports Q1 Fiscal 2023 Revenue of $23.2 Million and Maintains Guidance for Fiscal 2023 of Revenue
Between $125 Million to $140 Million
Reports Record First Quarter Fiscal 2023 Adjusted EBITDA* of $2 Million and
Raises Full-Year Fiscal 2023 Adjusted EBITDA* Guidance to $7 Million to $11 Million
Company Posted Record Net Income of $1.3 Million in Q1 Fiscal 2023
Completed Repurchase of 2 Million Shares of Common Stock
Extended Maturity of All of its Debt to Second Quarter 2024
LiveOne’s PodcastOne Subsidiary Recently Closed an $8.1 Million Financing at a Post-Money Valuation of $68 Million
Expects to Complete Spin-Out of PodcastOne and PPVOne as Separate Public Companies This Year
LiveOne’s Senior Management Will Host a Live Conference Call and Audio Webcast Beginning at 11:00 A.M.
ET / 8:00 A.M. PT Thursday, August 11, 2022
Los Angeles, CA – August 11, 2022 – LiveOne (Nasdaq: LVO), 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, announced today operating results for its first fiscal quarter ended June 30, 2022 (“Q1 Fiscal 2023”).
In Q1 Fiscal 2023, LiveOne posted revenue of $23.2 million, as well as Contribution Margin* of $7.8 million. On a U.S. GAAP basis, LiveOne posted record net income of $1.35 million on a consolidated basis, or $0.02 per diluted share, in Q1 Fiscal 2023, versus a net loss of ($8.1 million), or ($0.10) per diluted share, in the quarter ended June 30, 2021 (“Q1 Fiscal 2022”). On a non-U.S. GAAP basis, Adjusted EBITDA* in Q1 Fiscal 2023 was a record $2.0 million, as compared to a ($1.8) million loss in Q1 Fiscal 2022. The Company ended the Q1 Fiscal 2023 with $11.3 million in cash, $28.5 million in short-term assets and no short-term debt.
LiveOne’s CEO and Chairman, Robert Ellin, commented, “The momentum in LiveOne’s audio business, which includes Slacker Radio and PodcastOne, continues to experience growth of both paid members through partnerships, including Tesla, as well as an increase in advertising and sponsorships. We currently expect our audio business to collectively achieve revenue in excess of $80 million in Fiscal 2023 and generate more than $16 million in Adjusted EBITDA.”
Mr. Ellin continued, “Our team has done an outstanding job of consolidating five acquisitions which are reducing costs and overhead by an expected $23 million on an annual basis, which includes also largely eliminating both live and streaming events that are not expected to be profitable. These measures allowed us to pull forward our timeline to achieve positive Adjusted EBITDA*. I am excited that we are raising our guidance for Adjusted EBITDA* to between $7 million and $11 million on a consolidated basis for Fiscal 2023.”
Recent and Q1 Fiscal 2023 Highlights
| - | Paid members as of June 30, 2022 increased to more than 1,594,000, a net increase of approximately 432,000, or 37%, as compared to 1,162,000 paid members at June 30, 2021**. Total members (paid and unpaid) as of June 30, 2022 were 2,366,000.** |
| - | LiveOne’s wholly-owned subsidiary, PodcastOne, was ranked #8 on Podtrac’s List of Top U.S. Podcast Publishers in July 2022 with U.S. unique monthly audience exceeding 6.1 million. |
| - | In July 2022, LiveOne announced that its PodcastOne subsidiary closed a $8.1 million financing at a post-money valuation of $68 million as part of its intention to spin-out PodcastOne as a separate public company before fiscal year end. |
| - | As of today, LiveOne has completed the repurchase of approximately 2.0 million shares of its common stock under its previously announced stock repurchase program. |
| - | As previously announced in January 2021, with the assistance of J.P. Morgan, LiveOne is continuing a process to explore strategic alternatives in order 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. |
First Quarter Fiscal 2023 and 2022 Results Summary (in $000’s, except per share; unaudited)
Three Months Ended June 30, | Three Months Ended June 30, | |||||||
| Revenue | $ | 23,222 | $ | 38,767 | ||||
| Operating Income (Loss) | $ | 237 | $ | (9,959 | ) | |||
| Total Other Income | $ | 1,108 | $ | 1,910 | ||||
| Net Income (Loss) | $ | 1,348 | $ | (8,051 | ) | |||
| Adjusted EBITDA* | $ | 1,969 | $ | (1,752 | ) | |||
| Net Income (loss) per share - basic and diluted | $ | 0.02 | $ | (0.10 | ) | |||
First Quarter Fiscal 2023 Results Summary Discussion
For Q1 Fiscal 2023, LiveOne posted revenue of $23.2 million versus $38.8 million in the prior year. The decrease was largely due to reductions in ticket/event revenue as PPV ticket fees and production revenues related to the Social Gloves event held during the quarter ended June 30, 2021 which did not reoccur.
Q1 Fiscal 2023 Operating Income was $0.2 million compared to a ($10.0) million loss in Q1 Fiscal 2022. The $10.2 million decrease in Operating Loss was largely a result of improved Contribution Margins along with reduced operating expenses.
Q1 Fiscal 2023 Adjusted EBITDA* was $2.0 million, as compared to Q1 Fiscal 2022 Adjusted EBITDA* of a ($1.8) million loss. Q1 Fiscal 2023 Adjusted EBITDA* was comprised of Operations Adjusted EBITDA* of $3.2 million and Corporate Adjusted EBITDA* of a ($1.2) million loss. The Operations Adjusted EBITDA* of $3.2 million was driven by improved Contribution Margins along with decreases in operating expenses.
Capital expenditures for Q1 Fiscal 2023 totaled approximately $0.8 million, which were driven by capitalized software costs associated with development of LiveOne’s integrated music player and pay-per-view services.
At June 30, 2022, LiveOne had $11.3 million in cash and cash equivalents, which includes restricted cash of $0.3 million.
LiveOne is maintaining its previous guidance for Fiscal 2023 revenue of between $125 million - $140 million and increasing its Fiscal 2023 Adjusted EBITDA* guidance to between $7 million - $11 million.
2
Conference Call and Webcast
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 11:00 a.m. ET/ 8:00 a.m. PT on Thursday, August 11, 2022.
WHEN: Thursday, August 11, 2022
TIME: 11:00 AM ET / 8:00 AM PT
DIAL-IN (Toll Free): 844-200-6205
DIAL IN NUMBER (Local): 646-904-5544
ACCESS CODE: 498426
REPLAY NUMBER: 929-458-6194 / ACCESS CODE: 815897
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/814546711
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the “Company”) 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 was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of June 30, 2022, the Company has accrued a paid and free membership base of over 2.37 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company’s wholly-owned subsidiaries include Slacker Radio, React Presents, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit www.liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.
* About Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.
We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.
3
With respect to projected full year 2023 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 this non-GAAP financial measure, please see the table entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, distribution or transaction, including the proposed spin-out of PodcastOne or its pay-per-view business, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition, spin-out, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
** Included in the total number of 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.
LiveOne IR Contact:
310.601.2505
Press Contact:
LiveOne
917.842.9653
4
Financial Information
The tables below present financial results for the three months ended June 30, 2022 and 2021.
LiveOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue: | $ | 23,222 | $ | 38,767 | ||||
| Operating expenses: | ||||||||
| Cost of sales | 15,382 | 30,940 | ||||||
| Sales and marketing | 2,366 | 4,748 | ||||||
| Product development | 1,617 | 2,155 | ||||||
| General and administrative | 2,209 | 9,377 | ||||||
| Amortization of intangible assets | 1,411 | 1,506 | ||||||
| Total operating expenses | 22,985 | 48,726 | ||||||
| Income (loss) from operations | 237 | (9,959 | ) | |||||
| Other expense: | ||||||||
| Interest expense, net | (997 | ) | (1,060 | ) | ||||
| Forgiveness of PPP loans | - | 2,511 | ||||||
| Other income | 2,105 | 459 | ||||||
| Total other income (expense), net | 1,108 | 1,910 | ||||||
| Income (loss) before income taxes | 1,345 | (8,049 | ) | |||||
| Income tax (benefit) provision | (3 | ) | 2 | |||||
| Net income (loss) | $ | 1,348 | $ | (8,051 | ) | |||
| Net income (loss) per share – basic | $ | 0.02 | (0.10 | ) | ||||
| Net income (loss) per share – diluted | $ | 0.02 | $ | (0.10 | ) | |||
| Weighted average number of common shares – basic | 82,072,822 | 76,982,057 | ||||||
| Weighted average number of common shares – diluted | 82,126,622 | 76,982,057 | ||||||
5
LiveOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| June 30, | March 31, | |||||||
| 2022 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 11,086 | $ | 12,894 | ||||
| Restricted cash | 260 | 260 | ||||||
| Accounts receivable, net | 12,714 | 13,687 | ||||||
| Inventories | 2,718 | 2,599 | ||||||
| Prepaid expense and other current assets | 1,688 | 1,868 | ||||||
| Total Current Assets | 28,466 | 31,308 | ||||||
| Property and equipment, net | 4,555 | 4,688 | ||||||
| Goodwill | 23,379 | 23,379 | ||||||
| Intangible assets, net | 15,321 | 16,720 | ||||||
| Other assets | 655 | 728 | ||||||
| Total Assets | $ | 72,376 | $ | 76,823 | ||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 36,301 | $ | 45,418 | ||||
| Accrued royalties | 16,897 | 13,530 | ||||||
| Notes payable, current portion | 13 | 12 | ||||||
| Deferred revenue | 981 | 1,157 | ||||||
| Total Current Liabilities | 54,192 | 60,117 | ||||||
| Senior secured convertible notes, net | 13,938 | 13,650 | ||||||
| Unsecured convertible notes, net - related party | 5,968 | 5,879 | ||||||
| Senior secured revolving line of credit, net | 7,000 | 6,965 | ||||||
| Notes payable, net | 148 | 148 | ||||||
| Lease liabilities, noncurrent | 395 | 468 | ||||||
| Other long-term liabilities | 174 | 174 | ||||||
| Deferred income taxes | 338 | 338 | ||||||
| Total Liabilities | 82,153 | 87,739 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | - | - | ||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized; 81,157,738 and 82,546,189 shares issued and outstanding, respectively | 83 | 83 | ||||||
| Additional paid in capital | 203,642 | 202,854 | ||||||
| Treasury stock | (997 | ) | - | |||||
| Accumulated deficit | (212,505 | ) | (213,853 | ) | ||||
| Total stockholders’ equity (deficit) | (9,777 | ) | (10,916 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 72,376 | $ | 76,823 | ||||
6
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)
| Net Income (Loss) | Depreciation and Amortization | Stock-Based Compensation | Other Non- Operating and Non- Recurring Costs (1) | Other (Income) Expense (2) | (Benefit From) Provision For income taxes | Adjusted EBITDA* | ||||||||||||||||||||||
| Three Months Ended June 30, 2022 | ||||||||||||||||||||||||||||
| Operations | $ | 2,239 | $ | 2,309 | $ | 375 | $ | 192 | $ | (1,915 | ) | $ | - | $ | 3,200 | |||||||||||||
| Corporate | (891 | ) | 6 | 413 | (1,563 | ) | 807 | (3 | ) | (1,231 | ) | |||||||||||||||||
| Total | $ | 1,348 | $ | 2,315 | $ | 788 | $ | (1,371 | ) | $ | (1,108 | ) | $ | (3 | ) | $ | 1,969 | |||||||||||
| Three Months Ended June 30, 2021 | ||||||||||||||||||||||||||||
| Operations | $ | (3,013 | ) | $ | 2,371 | $ | 2,144 | $ | 237 | $ | (542 | ) | $ | - | $ | 1,197 | ||||||||||||
| Corporate | (5,038 | ) | 8 | 2,942 | 505 | (1,368 | ) | 2 | (2,949 | ) | ||||||||||||||||||
| Total | $ | (8,051 | ) | $ | 2,379 | $ | 5,086 | $ | 742 | $ | (1,910 | ) | $ | 2 | $ | (1,752 | ) | |||||||||||
| (1) | Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments and to a lesser extent, a one-time minimum guarantee to effectively terminate a live-event distribution agreement post COVID-19. |
| (2) | Other (income) expense above primarily includes interest expense, net, forgiveness of PPP loans, and loss on extinguishment of debt. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss. |
| * | See the definitions of Contribution Margin and Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release. |
7
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution Margin* Reconciliation (Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue: | $ | 23,222 | $ | 38,767 | ||||
| Less: | ||||||||
| Cost of sales | (15,382 | ) | (30,939 | ) | ||||
| Amortization of developed technology | (777 | ) | (772 | ) | ||||
| Gross Profit | 7,063 | 7,056 | ||||||
| Add back amortization of developed technology: | 777 | 772 | ||||||
| Contribution Margin* | $ | 7,840 | $ | 7,828 | ||||
| * | See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release. |
##END##
8
Exhibit 99.2
LiveOne Engages Macias Gini & O’Connell, LLP as Its New Auditor
LiveOne to Announce First Quarter Fiscal 2023 Financial Results and Host Investor Webcast by August 15, 2022
LOS ANGELES, July 28, 2022 -- LiveOne (Nasdaq: LVO), 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, announced today that effective as of July 25, 2022, it engaged Macias Gini & O’Connell, LLP as its new auditor.
LiveOne plans to announce its operating and financial results for its first quarter ended June 30, 2022 by August 15, 2022. The details for the conference call and audio webcast will be provided in a future press release.
About MGO LLP
One of the fastest growing professional services firms in the country, MGO combines deep industry expertise with proven accounting and advisory solutions to deliver tangible results. Our clients range from global technology and life science leaders to public companies and innovative start-ups – from the largest government entities in the country, to the biggest names in entertainment.
MGO is ranked as one of the top CPA firms in the nation by Accounting Today and Inside Public Accounting, and the firm was awarded the ‘Best of Accounting’ designation in Client Satisfaction by the independent research firm.
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the “Company”) 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 was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of June 26, 2022, the Company has accrued a paid and free membership base of over 2.35 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company’s wholly-owned subsidiaries include Slacker Radio, React Presents, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit www.liveone.com and follow us on Facebook, Instagram, TikTok, 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: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, distribution or transaction, including the proposed spin-out of PodcastOne or its pay-per-view business, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition, spin-out, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
** 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.
LiveOne IR Contact:
(310) 601-2505
[email protected]
Press Contact:
LiveOne
[email protected]
917.842.9653
[email protected]
516.522.1349