Operator: Good morning, and welcome to the LiveOne, Inc. Fourth Quarter Fiscal 2023 Financial Results and Business Conference Call. My name is Carla, and I will be operating this call. [Operator Instructions] I will now hand over to your host, Aaron Sullivan, Interim CFO, to begin. Please go ahead.

Aaron Sullivan: Thank you. Good morning, and welcome to LiveOne’s business update and financial results conference call for the company’s fourth quarter ended March 31, 2023. Presenting on today’s call are Rob Ellin, CEO and Chairman; Kit Gray, President of PodcastOne; Bradley Konkol, Head of Slacker; John Semmelhack, President of CPS; Josh Hallbauer, Head of Music; and myself, Aaron Sullivan, Interim CFO. I would 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 various 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 expected future growth in the business.

Actual results may differ materially from those discussed on this call for a variety of reasons. Please refer to the company’s filings with the SEC for information about factors which could cause the company’s actual results to differ materially from these forward-looking statements, including those described in its annual report on Form 10-K for the year ended March 31, 2022 and subsequent SEC filings. You’ll 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 its Investor Relations website. The company encourages you to periodically visited Investor Relations 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 27, 2023.

And except as required by law, the company does not undertake any obligation to update or revise this information after the date of the call. I’d like to highlight to investors that this call is being recorded. The company is making it available to investors and media via webcast, and a replay will be available on its website in the Investor Relations section shortly following the conclusion of the call. Additionally, it is the property of the company and any redistribution, transmission or rebroadcast of this call or the webcast in any form without the company’s expressed written consent is strictly prohibited. Now, I would like to turn the call over to LiveOne CEO, Rob Ellin.

Rob Ellin: Thank you, Aaron, and good morning, everyone. I’d like to thank everyone for joining us today. After five years and a tremendous amount of hard work and many obstacles, including consolidation of eight acquisitions into our core business, proudly my team has delivered on a magnificent year and even a bigger start to this year. We are raising our guidance for fiscal 2024. LiveOne early projections increased to $122 million to $130 million in revenue, with $12 million to $16 million of adjusted EBITDA, and our Audio Division, which includes Slacker and PodcastOne, to $100 million to $110 million, and adjusted EBITDA between $18 million and $21 million, with over $12 million of operating cash flow. As a creative-first platform, we have built a flywheel that off the same piece of content, we can deliver so many different revenue streams.

LiveXLive, Slacker, PodcastOne, Pay-Per-View One, CPS, Splitmind, Drumify, Kast Media and Fantasy Guru, all substantial creative platforms with big communities. The combination provides the most robust offering in music and pop culture at the lowest cost and the highest margins. Proving the superiority quality of our tech team, our 45 patents combined with a unique original programming, Slacker Radio was handpicked by Elon Musk and the Tesla team as the white label music service branded Tesla radio. Every Tesla car sold in North America comes with a paid membership to LiveOne. These memberships are paid directly by Tesla at an average of seven years. We proudly just extended for our 10 straight year. The combination of Tesla, Verizon, T-Mobile, Sprint made an exciting B2B partnerships in an army of over 3,000 artists, podcasters, social media stars engaging across the LiveOne platform and utilizing their social media to alert fans to listen, watch and engage on LiveOne has driven our revenues and our membership at record pace.

I indicated to the Street last year that we’ll pass 10 million members within five years and over $1 billion in revenues. Exploding out of the gate this year, we have over 350,000 new paid members since January 1, adding over 60,000 per month. We passed 3.1 million total members and 2.2 million paid members. Expecting to pass 4 million total members this year and over 3 million paid in average ARPU of $3.00. To better understand and appreciate these metrics, Goldman Sachs just came out with the report the industry growth will hit 1.7 billion paying subscribers to music by 2027. LiveOne would only need 1% — less than 1% of that expected total addressable market to reach our goal. In 2018, we acquired Slacker Radio, which at the time had $20 million in revenues, losing over $10 million a year and 400,000 total members.

We’ve increased our membership eightfold in just five years. At this pace, 10 million members is extremely achievable goal. LiveOne reported today 2023 fiscal results revenues of $99 million and $10.9 million adjusted EBITDA. That is a $24.4 million improvement in adjusted EBITDA compared to 2022. Our Audio Division, comprised of award-winning streaming music platform, Slacker Radio, and PodcastOne, one of the largest remaining podcast networks, reported record revenues of $86.8 million and a record adjusted EBITDA of $18.2 million, an increase of 289% from $6.3 million last year. With the strongest balance sheet in the history of the company, we can now focus our capital and energy on both internal growth as well as external and utilize the balance sheet to buy back substantial amount of stock.

We believe our stock remains undervalued, and in such we have undertaken three separate initiatives to unlock substantial shareholder value. First, on an ongoing share buyback, we repurchased 2.9 million shares, leaving an additional $2.3 million remaining to acquire additional shares. The second exciting initiative is the spin-off of our PodcastOne business. We’ve just received approval on our registration statement, as declared effective by the SEC, and we increased our dividend to our shareholders from 12% to 19%. LiveOne parent company will own over 74% of PodcastOne. Independent valuations have come out between $230 million and $275 million, which would value that division over $2.60 alone. The spin out will allow PodcastOne to utilize its stock as currency for both acquisitions and capital formations.

We’ve already announced two planned all-stock acquisitions by PodcastOne: the first is a network called Kast Media; the second is Fantasy Guru. The combined acquisitions are expected to increase PodcastOne’s revenues by $12.5 million and over $2 million of adjusted EBITDA. PodcastOne was acquired very similar to Slacker three years ago with $20 million in revenues and is now estimating that this quarter alone will be over $10.5 million. We’ve increased our guidance to $40 million to $45 million this year before acquisitions. Our third initiative is our proposed merger of Slacker Radio with Nasdaq-listed SPAC, ticker [ROTC] (ph), at a minimum of $160 million valuation or another $2.00 a share. If you combine these two prices, it’s over $5.00 a share.

With that, I’d say, this is the most exciting time in the history of the company. We continue to grow and expect our biggest year ever. Now, I’d like to hand it over to my President Kit Gray over at PodcastOne. Thank you, everyone.

Kit Gray: Good morning, everyone. Thank you for the time. I appreciate it, and looking forward to updating you on an action-packed Q4 with PodcastOne. It was an exciting year for us and especially in that quarter with a lot of growth. We launched a bunch of new shows, we acquired some existing shows, and we’ve started some new seasons of some already hit programs in the quarter. Those included: A&E’s I Survived second season; our smash new hit, I’ve Had It, which is a top five downloaded show in our network; When Reality Hits is a Vanderpump Special, and the highlight of that so far is 375,000 downloads two weeks ago in one of their hit new episodes. We also launched a couple other shows called On Brand, and we are launching [indiscernible] in mid-July.

So those are all in production. As well as a second season of Bad Bad Things, which was a hit-scripted show with Barbara Schroeder crafting and telling that story. And we look forward to launching a scripted period called [indiscernible] later on this year, which we’re really excited about. So the network is growing in terms of content, downloads and expanding. We also — a critical part of our business is finding our core shows to extensions, and we had great success there, not losing any programs and signing multiyear extensions with the likes of The LadyGang Network, Adam Carolla, Dr. Drew, Court Junkie, Jordan Harbinger Show, Kaitlyn Bristowe and more. So it’s put us in a great position to have a great year this year, which is very exciting.

Recently, one of our shows just won a Webby Award and that is with Kail Lowry and her network of programs, but Barely Famous, Coffee Convos and others was recognized in the Webby Award recently in New York City. So the program in place has been really exciting and continues to grow. As we go into the new year, we’ve got some fun things and some acquisitions. And as Rob noted, we are working hard acquiring assets of Kast Media, which is an exciting operation with some great personalities and great shows that we’re looking forward to bringing on the network and expanding and growing together, as well as the Fantasy Guru network, which is a little bit different for our model, but we’re really excited about that as it’s bringing in 24,000 subscribers that pay monthly fees to get their fantasy information.

So, we’re really excited about that. And looking at everything else, this is an exciting time for us just in the industry because what we’re noticing is the podcasting world is very much coming to us. So, a lot of these bigger networks are scaling back some of their initial investments are ending, and it’s giving us great opportunities to continue to grow, and we’re really looking forward to that as we go into the next year. Thank you very much for your time today, and we’re excited about the future of PodcastOne. Thank you.

Rob Ellin: Brad, jump in here.

Bradley Konkol: Yes. Thanks, Rob, and good morning to everyone. It’s really an exciting time at Slacker Radio, it really is. To reiterate some of the metrics Rob shared, we’ve continued to have tremendous increases in our membership KPIs, particularly as it relates to paid memberships where we’ve had record growth with 612,000 new members over the last year, which is a 39% year-over-year increase. So like I said, it’s an extremely exciting time and not just because of the record growth, but also because of how we’re integrating with LiveOne, flywheel of products, how our roadmap is currently aligned, and what we’re strategically poised to do. For example, as part of — one part of LiveOne’s Audio Division, Slacker’s alignment with PodcastOne has never been stronger.

We just launched over 60 additional PodcastOne podcasts through the LiveOne Slacker Radio app on Tesla. And we also aired our first podcast pay-per-view livestream with Adam Carolla & Friends. On pay-per-view front for just a moment, those of you that love combat sports and ice hockey will also be streaming Ice Wars 3 in July. So all that said, most important to our future success at Slacker Radio is our laser focus on strategic business-to-business partnerships to drive both paid memberships and ad-supported revenue. As such, we recently announced a multiyear deal with OTT Studio, in which many of Slacker’s expertly curated stations will be playable in OTT Studio’s soon to launch music [Max] (ph) application on Roku, Fire TV and Vizio. We also recently announced a joint strategic partnership with Legible, an e-book, audio book, entertainment and media company.

And we’ll soon be bringing on a new Head of Business Development to leverage additional partnership opportunities across fitness, consumer electronics and telcos. So, in summary, just really fantastic record growth, amazing collaboration with PodcastOne and across all of LiveOne’s flywheel businesses and a very strong and exciting business-to-business partnership pipeline on the horizon. With that, back to you, Rob.

Rob Ellin: Yes, I’m going to hand it off to Josh Hallbauer. Josh is running our publishing and music business and is brilliantly executing, including two acquisitions just completed with a big play in AI. So Josh, please take over from here.

John Semmelhack: Thanks, Rob, and good morning, everyone. I wanted to talk about the fact that we just launched Version 2.0 of our Drumify platform, which we acquired about six months ago. It’s a very, very important tool for creators in a $9 billion publishing industry. Since the acquisition, we’ve implemented different AI technologies that have helped creators put together songs ranging from artists like Drake to Chloe Bailey to NBA YoungBoy, the list goes on. Most importantly to us internally being a creator-first platform is we are scouring everywhere we can to find these royalties that these creators are owed. They might seem like small when you look at them individually, but they add up to large sums of potential revenue.

We’re proud to say that we’re the premier platform being Drumify that is making sure that artists are retaining their rights when they’re using a platform like this, unlike any others. When we’re looking at the publishing industry as a whole, all we’ve seen over the last five years is significant growth. And even if we have a small percentage of that, this can be $100 million to $150 million company, we believe, in the next two years. Thanks, Rob.

Rob Ellin: Excellent. And with that, John, at CPS, our merch business, which is really being positioned this year with substantial cost savings and really focus on owning our own products. John, take over from here, please.

Josh Hallbauer: Thanks, Rob. Good morning, everyone. Custom personalization solutions, as you know, sell personalized gifts through the Internet and primarily through wholesalers. Overall, we’re expecting our revenues to be flat for fiscal year 2023-’24. Continued softness is expected for the mid-market retail environment. Sales are expected to expand for significant number of wholesalers that we do have through improved Christmas programs that we’ve already locked in. Some of these partners that we’ve locked in programs that are expanded include Walmart and Zales, Lillian Vernon, Signals and Colony Brands. So, we’re doing quite a bit to grow wherever we can. Offsetting that is — from a negative standpoint is that several wholesale clients in the past 12 months have gone bankrupt or were sold due to financial difficulties, so those programs will no longer be in existence.

So what we’re trying to do is to expand where we can to offset these sales loss and also to be adding new clients. And we’re doing some of that. JCPenney is expected to go live in Q2 and Chewy, which is PetSmart, is expecting to expand from a limited test program to a Q2 rollout. So there’s some substantial growth potential for both of those clients. On operational expense side that Rob alluded to, we’re expected to improve by over $900,000 in the current fiscal year. We’re reducing our fixed costs by over $600,000 primarily through two means: one is the office payroll consolidation; and then we’ve done quite a bit in going back and renegotiating contracts, especially our IT contracts wherever possible. So that’s what led us to the $600,000 savings.

Then on top of that, warehouse productivity is expected to improve by over $200,000 due to personalization capability improvements that we’ve made through improved programs, better equipment, better training programs and so on, and also an improved scheduling system for the employees. So in total, we’re looking at improvements primarily due to expense control and setting the table for when the environment — the mid-market environment that we’re in — that we’re currently improves that we want to be ready to go. Thank you, and back to Rob.

Rob Ellin: Great. So wrapping up, I want to thank everyone for attending today, and thanks for your patience. We will be continuing our buyback very shortly as we see a fantastic opportunity as our balance sheet has gotten stronger and stronger. The company is — really the flywheel is now hit almost on every avenue. Our sponsorships have grown in three years from seven sponsors to this year, it will be well over 600 before the acquisition of Kast Media, probably takes us over 700 sponsors. So our sponsorship, our advertising, our subscription were all growing simultaneously, and for the first time, we can really start to see the future of where we’re going. And as you break that $100 million mark, the team comes together in such a unique way and that you found the best of our team and really everybody is laser-focused and I couldn’t be more proud of this team.

They are laser-focused on bottom-line. We have over $200 million NOL. I expect next year, we’re going to be able to enjoy that NOL as we start focusing on next level of earnings. So I want to thank everyone for attending and thank you for spending the time with us today, and open it up for any questions. I’m sorry, Aaron, you got to go. Aaron’s next.

Aaron Sullivan: Thanks, Rob. I’ll spend just a few minutes providing a very brief overview of our results for the full year fiscal ’23 and the fourth quarter ended March 31, ’23. Consolidated revenue for the three and 12 months period ended March 31, ’23 was $25.5 million and $99.6 million, respectively. Our Audio Division posted revenue for the three and 12 months of $22.9 million and $86.8 million, respectively. For the fourth quarter ended March 31, ’23, revenue consists of 55% membership and 45% advertising, sponsorship, merchandising and ticketing events, compared to 50% membership and 50% advertising, sponsorship and ticketing events in the prior year period. Consolidated adjusted EBITDA for the three and 12 months was $1.5 million and a record $10.9 million, respectively.

On a U.S. GAAP basis, LiveOne posted a consolidated net loss of $4.8 million or $0.06 per diluted share in Q4 fiscal ’23, and a net loss of $10 million or $0.12 a share for the 12 months ended March 31, ’23. Our Audio Division’s adjusted EBITDA for the three and 12 months was $4.5 million and a record $18.2 million, respectively. And as of June 26, we had approximately 2.2 million paid members, a net increase of [292,000] (ph) or 15% compared to December 31, ’22. Total members include free members were approximately 3.1 million as of June 26, ’23. Note that included in the total members are certain members who are not currently subject — sorry, included in the total members are certain members who are currently subject to a contractual dispute for which we are not currently recognizing revenue.

Briefly turning to the balance sheet. We ended Q4 with cash of $8.7 million, including restricted cash of $300,000. Rob, I’ll turn it back to you.

Rob Ellin: Yes. Thank you, everyone. I’ll open it up for questions now, and we look forward to any thoughts you have.

Operator: [Operator Instructions] Our first question is from Brian Kinstlinger from Alliance Global Partners. Your line is now open. Please go ahead.

Brian Kinstlinger: Great. Thanks so much. I got a handful of questions. First, for your fiscal ’24 revenue guidance, does that include Kast and Fantasy Guru? And if so, what are the assumptions on the timing of the closing? And then, can you close these acquisitions before the spin-off? Or does this spin-off have to happen for them to close?

Rob Ellin: Yes. So, off the bat, that does not include the acquisitions. We expect to close these very quickly, and it does not affect the spin-off when the spin-off happens or not.

Brian Kinstlinger: Great. And then how do you determine the actual shares on Fantasy Guru? There was a range. And then, how should we think about any shares issued for Kast? Can you help with a range of valuation for Kast?

Rob Ellin: Yes. I mean, again, without giving — going too far because we haven’t publicly disclosed it, right, the valuations of the company were valued at $200 million plus, right? We’re acquiring these companies extremely accretive, very similar to the fashion that we’ve acquired Slacker Radio and PodcastOne. And there’ll be a lot more details to come shortly, Brian, but they’re going to be very much in line with the type of deals that we did in that sort of 1 times revenue range for those companies. So these are going to be extremely accretive to both revenues and EBITDA.

Brian Kinstlinger: But they’re both for PodcastOne shares and not LiveOne shares. Is that right?

Rob Ellin: Correct.

Brian Kinstlinger: Great. And then, the $10.5 million of PodcastOne revenue that you’ve discussed or targeted for the first quarter, can you quantify how much was aided by the Adam Carolla pay-per-view event on June 4? And then, separately, just generally maybe talk about the trends you’re seeing in podcasting in terms of download growth versus potentially the pressure, if at all, on CPMs.

Rob Ellin: Kit, you want to take that?

Kit Gray: Yes, sure. The Adam Carolla event was successful. Not a huge percentage of our total revenue of that $10.9 million to be like a significant number, but it was a successful, profitable endeavor that his fans really enjoyed and loved. We had separate levels of engagement whether you could just watch online and then there were meet and greets and merch, which really just expands Adam’s connection to his fan base. So a lot of positives out of that experience. The podcast and the industry continues to explode. Numbers of — really what we’re seeing are the people that listen to podcasts are now — I believe, Edison Research came out with their — they’re up to 10 hours a week, which is a tremendous amount of time. I think that has a lot to do with people going back to the offices and commuting a lot for work and meetings, and they’re just consuming more and more podcasts.

So we have no fear on the growth in podcast and downloads. CPMs absolutely are taking a bit of a hit. If not, we’re seeing companies pull back a little bit and need some help to get more conversions, more sales. So, we’re working with those agencies and the clients direct to get them through some of these harder times to come back to where we used to be. It’s still significant. On average, we’re seeing $25, $35 CPMs for the most part. Some of our higher rated shows are still seeing tremendous CPM. So we’re really happy with where the advertising and the growth of the podcast consumption is right now.

Brian Kinstlinger: Great. Last question and two-part for either Kit or Rob. Are you seeing more opportunity to run pay-per-view events to monetize your talent and/or content? And then, with the two podcast acquisitions you recently announced, can you maybe talk about the playbook for continuing to acquire more content?

Rob Ellin: Yes. So on the pay-per-view side, as you know — from the pay-per-view side, we pulled back tremendously last year. We’re seeing telltale signs that the consumer is demanding this from music festivals, music events, podcasters, live events, there’s a tremendous opportunity, and we see that as one of our biggest growth engines coming. And I think we’ve announced three pay-per-view events in the last three weeks for the first time in probably six months, and I think you’re going to see that continue. In terms of acquisitions, not only will you see it on the podcast side, what I publicly said is the reason to do these spin-offs: one is, as you can see, we have just this great management team in each of the subsidiaries, right; but on top of it, it gives us an opportunity to use that currency to roll up additional acquisitions.

And we see in the podcast side, there’s a tremendous opportunity to do that. Same thing on the Slacker side, right? We just announced with Byron Roth and with Roth Capital V, right, their fifth SPAC, which — their fourth SPAC just had a tremendous success a couple of weeks ago, going from 10 to 20. We see a great opportunity in Slacker to utilize that currency as well. So while our stock is down, this is that unique opportunity for us to use that currency in these subsidiaries to be able to do that, to be able to grow, so fully expect acquisitions on the Slacker side as well.

Brian Kinstlinger: Okay. Thanks, guys.

Rob Ellin: Next question, please.

Operator: Our next question comes from Sean McGowan from ROTH MKM. Your line is now open. Please go ahead.

Sean McGowan: Thank you. Good morning, guys. I also had a lot of — a couple of questions. I don’t know if Josh is still on the line, but I wanted to drill in a little bit more on that Drumify. How exactly does that get monetized? Where is the relationship going forward? And did I hear you right that you think that alone to be a $150 million business?

Josh Hallbauer: Yes, Josh is still here. So the way that the Drumify split works is with any creators that upload to the platform, they’re splitting the back-end rev share with us 50-50. So the publishing and the master that gets negotiated post the song coming out on the independent or major label release is literally split in half. And on the front end, when the songs are actually downloaded, the creators are getting paid as well, and that’s a 60-40 split. And when I say that, it could be $100 million to $150 million business, this is why. I’ve been in the business a long time. And this platform is quite literally changing how a song is created. It’s taking the A&Rs out of the music business and allowing people to share sounds and put together songs in a completely different way.

I’ll give you an example of something that I always tell people that really that just blows my mind. You can have a song that’s almost completely finished. And with this platform, you can say, “I love my song, but it’s really missing [indiscernible] sound from the 1992 Red Hot Chili Peppers’ album.” And then, boom, it will pop out any sound that sounds somewhere similar to that sound that you’re actually looking for. I think this is the future of the music publishing business. I think we’re at early stages, but we got to Version 2.0 a lot quicker than any of us planned to. And as soon as we start building in a subscription model, I think the sky is the limit. And that’s for Drumify 3.0 in the next six months.

Sean McGowan: Okay. Thanks. And is that included in the Audio numbers for the company?

Josh Hallbauer: No…

Rob Ellin: There’s very little in the projections today, Sean. And I can tell you that this is Josh’s partner, Aidan, who started this is a 26-year-old young man who is really just so impressive and has really changing the industry in such a unique way. And when I go back in my career and remember when I bought out these new films, as you know, Sean, right, when I hit the movie 300 and you start getting mailbox money, meaning every month or every quarter, you start getting money, it becomes so viral. And literally, as we’ve launched 2.0, the phone is ringing off the hook on how many people are calling in that want to join our network now and the amount of songs that we have. And with Josh’s background and his experience coming out of Roc Nation and his performance in creating and curating songs, right, we just have this really unique opportunity.

And Josh maybe shy on what that number could be over the next five years of how big that division could be. And we all know how big publishing has become, and every day you add, it’s almost a self-fulfilling prophecy, right? As you add more subscribers and music, free and paid, more dollars come into publishing, right, it’s just going to expand that business. So this is a really exciting subsidiary with very little cost. It’s almost all upside.

Sean McGowan: Thank you. Question for Aaron. There’s been some shifts in the repayment of debt and some changes there. Can you give us some sense of where the balance sheet stands today? What would you be expecting to pay in interest expenses over the course of fiscal ’24?

Aaron Sullivan: Hey, Sean…

Josh Hallbauer: Rob, maybe you want to take — oh, you’re back, sorry.

Aaron Sullivan: Yes, I’m back on. Thanks, Josh. So, interest expense, let me see. So, we’re going to have — so the preferred — so we convert a preferred share — I’ll just kind of walk through the kind of changes on the balance sheet very quickly. We converted preferred share — or sorry, preferred debt — convertible debt to preferred shares, so that interest rate will pretty much be the same going forward. So there’s no real changes there in terms of interest expense. The big piece is the PodcastOne bridge notes we paid $3 million back there, which is substantial — that’s over 50% of the balance that is outstanding with third-party shareholders. So you’re going to see over a 50% reduction in that interest expense kind of going forward. So that’s probably the biggest change on the interest line.

Sean McGowan: But doesn’t that…

Rob Ellin: And Sean, just — correct. There’s only $2 million left in that and we’re happy that we’ve been able to buy back $3 million of the $5 million. It’s very likely we’ll be able to buy back the rest of it. So we’re happy to do that. We really almost debt free now. As you know, our friends over at No Street converted all their debt to equity. I converted all the mines — so $31 million in debt, which converted into equity at $2.10. And really, we’re down to the only thing we have today is just a credit facility that is against our receivables and inventory. And we’re $28 million, almost $29 million in short-term assets and over $8 million in cash, and we closed — it’s a very nominal line of $7 million.

Sean McGowan: All right. Okay. And then, Rob, could you give us an update on your expected timing for finalizing the podcast spin-off? And then, what’s your ballpark timing on the Slacker transaction?

Rob Ellin: Yes. So on the PodcastOne, as we stated, the SEC has approved it, right? So, we’re efficiently a public company in that. We’re waiting on Nasdaq right now. What they’ve asked us for, and we publicly disclosed, which — it’s not an unfair ask, I wish they had asked for it a lot earlier, but they asked for the audits to be given to them. So we’ll provide the audits to them this week. As soon as they have those audits, there’ll be a conference call with Nasdaq, and we’re going to push full speed ahead. And I’m hoping to have this done certainly before the end of the summer. And if we’re lucky, it will be in July.

Sean McGowan: Okay. And then Slacker?

Rob Ellin: Slacker, as you know, with SPACs and this is — this with Byron and the fifth SPAC that they’ve done. It’s going to take — I think we announced the deal probably five weeks ago. It takes three to four months minimum. But it’s well in the works. And obviously, we’re moving forward and expect to have announcements around it in terms of the stage that it’s at and hopefully have the merger agreement signed shortly. So I think it’s moving at a rapid pace, but it will take somewhere in the three- to four-month period. And as I articulated earlier, during that period, we will be using that currency and focused on that currency to be getting ready for that to be looking at additional tuck-in acquisitions into this exciting run. And as we stated in the Audio numbers, they’re just — it’s really a runaway train right now. The numbers are spectacular. So it’s a great time for us and a great opportunity for us to continue to grow that.

Sean McGowan: All right. Thanks a lot. Good luck.

Rob Ellin: Thank you as always.

Operator: Our next question comes from Jon Hickman from Ladenburg. Please go ahead.

Jon Hickman: Hi, Rob. I guess this question is for Aaron. I just want to check my math. From what you released today, it looks like Slacker’s on track for — if you take out the — they’re on track for about $90 million in annual revenues just off of what the fourth quarter was, and PodcastOne is on track for about $40 million, maybe more. So if you add those two numbers up, you get $130 million. And your guidance is for $120 million to $130 million. Is my math correct there?

Aaron Sullivan: You are little hard on the Slacker side.

Jon Hickman: $22 million times 4, $88 million. Is that correct?

Aaron Sullivan: No. I think you’re taking $22 million — I think you’re taking — bear with me a sec. So $22 million includes Slacker and — the $22.9 million, I think you’re referring to is the Audio Division, that includes both Slacker and PodcastOne.

Jon Hickman: Okay. Thank you. All my other questions were asked and answered. Thanks.

Aaron Sullivan: Thank you.

Rob Ellin: Thanks, John, as always.

Operator: [Operator Instructions] Our next question comes from Kevin Dede from H.C. Wainwright. Your line is now open.

Kevin Dede: Hi, Rob.

Rob Ellin: Hey, Kevin. How are you doing, man?

Kevin Dede: Good. Thanks for taking my question. I’m curious about the international sphere, that question usually comes up. And I’m wondering how your progress is going there.

Rob Ellin: Excellent. So as you know, as part of this — as we’ve always articulated, part of this was all the payables that needed to be cleaned up, right, from the original Slacker acquisition, which is really how we acquired the company, right? Now that, that’s cleaned up, we’re not only in a position with the record labels and publishers where previously we owed them a lot of money, now we have advances with a lot of the record labels. So I think this is a unique time via acquisition right, or internal growth for us to expand overseas. And when you think about these numbers, most subscription models are going to have 50% of their revenues in U.S. and 50% globally. I think this is our year to really attack the global market and I see huge expansion opportunities.

And very similar to when I did Digital Turbine, I always talked about as interest rates change, you’re going to see carriers as well as distributors, right, change their models dramatically and really focusing on owning their own content and having a direct relationship with their consumers. And I think this is — that’s the inflection point that you’re starting to see in a massive way you’re seeing announcements all over the place, a real focus on having a direct dialogue between distributors, carriers, cable companies, satellite, social media companies and their consumers with their own content. So it’s an exciting time for us to expand overseas.

Kevin Dede: You mentioned just in passing the opportunity for live events again. Can you kind of go through what you’re seeing there and what you’re thinking about? And then — and apologies for the ignorance in this question, but where it’s going to fit in and to which group would that go under Audio and the spin with PodcastOne?

Rob Ellin: Yes, it’s a great question. So to start with, just to be clear, we are not going back into the live business where we’re producing our own shows and doing our own shows on our dime, right? So that — we got our learning lesson. We went through — obviously, when we bought React in Chicago, right, even though there were substantial revenues, it cost us a ton of money. And we got a lot of bad luck. Obviously, COVID, the variants of COVID and being shut down for three years. But I think as a team, we recognize we just — we couldn’t play in that field when three years has shut down at COVID. So we moved away from those live events. But from the digital side of it, what’s happening is the consumer is awakened during COVID, just like sports 40 years ago, that the consumer is demanding that you see Coachella and Rock in Rio.

When you hear these numbers, they’re like Super Bowl numbers, 100 million people watched Coachella this year. Our dynamics on that are moving more and more towards pay-per-view or sponsored events that are already paid for. So you’ve seen us do a giant event with eBay where they’re paying for all it upfront. You see us the T-Pain’s festival, where he paid for it upfront. So each of these events that you’re seeing now are paid for versus us buying those rights, and you’re not going to see us go back into the market with our own live events. We’re going to be partnering with the Live Nation and AEGs and [indiscernible] parts of the world, and I think the opportunity is just going to be massive. And I think you’re going to see this year the first ever pay-per-view event.

If you think that we had five years in a row, where 90 million people are now watching Rock in Rio. If you can just get 1% of that audience to pay a pay-per-view ticket at $0.10 on the $1 on what they pay for the live event, you can add billions of dollars of revenues over the next couple of years. And we see it as one of our giant growth engines with almost no risk to us anymore. You just — you see each of the announcements that we make. We announced Hockey Wars, we’re getting paid for that upfront, right? We got margin in it, and then we have the upside of all the additional revenues from it that can drive it, including pay-per-view, merchandise, NFTs, et cetera, across the board and obviously the pay-per-view.

Kevin Dede: Then how do you cultivate these relationships with Live Nation and AEG and building a pay-per-view audience or a pay-per-view opportunity against something that they might want to do internally?

Rob Ellin: It’s a great question. And what I would tell you is that Brad and the tech team have brilliantly on top of the 45 patents we have in the history of 20 years in building Slacker Radio and being one of the 10 platforms in the world that’s really left, right, in this market that’s tens of billions of dollars, there’s only 10 of us left in the world that may be able to do it. Brad and the team have brilliantly built a pay-per-view, digital meet and greets, NFTs, we partnered with Polygon, and we really positioned ourselves as the thought leader in it. And I don’t think anybody has ever streamed with the quality that we have to really to perfection from everywhere from Brazil to China to Japan to Sziget in Budapest to Jazz Montreux in Switzerland.

And now it’s just moving — the next move to that is who’s really going to be able to deliver that production at that level, who’s going to be able to deliver the pay-per-view and make sure that it works and lasts, and I think we’re the only ones in the world that can do it at that level.

Kevin Dede: Okay. Last question is just for clarity’s sake because I think things are a little scrambled up in my head, Rob, and I apologize. But you in addressing Brian’s question early on, you thought that most valuations in the podcast space were coming in about 1 times rev. So I just like to understand how you’re looking at those valuations versus your perception that LiveOne is itself is and its trading is overly discounted, how are these acquisitions going to become accretive based on — sort of based on your perception…

Rob Ellin: Yes, Kevin, I think you heard wrong. The valuations for podcast businesses, right, have been — literally have been 5 times to 30 times revenues. So the last deal that was done, Sirius Radio just bought a podcast network seven months ago and was doing $10 million in revenues. It’s not even on the charts of top podcast networks. And it’s sold for $150 million in cash. And if you look at just about every deal in the space because the industry is growing so fast, it’s grown from $400 million pre-COVID to $1.6 billion this year, right? And it’s going to $7 billion to $10 billion over the next five to seven years, right? There’s going to be this unique opportunity right now that we can roll up some of these smaller podcast networks that really there’s not a home to go to right now.

They need the sophistication and the talent that Kit and his team have and the hand holding process and the relationship with the creators. So it’s really unique, but it’s not a 1 time revenue. It’s really, really been 5 times to 30 times revenues for these businesses.

Kevin Dede: Okay. But I guess — I apologize, Rob, but I guess the ones that you’re targeting are discounted because they don’t have that sophisticated back-end and access, and maybe that’s where I heard the 1 time revenue number that you threw out.

Rob Ellin: Yes. These are businesses that don’t have any technology, right? They have some creators on the platform — some amazing creators on the platform, but they don’t have it. The second thing that’s happened is the market’s collapse, right? There is no venture capital money or private equity money going into these because they’re too small right for the focus — for people to focus on it, right? And so like all industries, when it has that run up, you’re going to have this little break that is going to be anywhere from nine months to two years. It’s just a fantastic opportunity. The pipeline of acquisitions as well as the pipeline of just creators who are going to leave the bigger platforms because they’re just not meaningful enough to them where they’re so meaningful to us, right, because we’re a hands-on white-glove relationship with our creators, it’s just a — it’s a very unique opportunity right now.

We have over 100 pipes — in the pipeline right now over 100 podcasts alone, yet acquiring businesses to acquire podcasts that are becoming free agents.

Kevin Dede: Can you talk a little bit about how the integration between PodcastOne and Slacker has reflected on your membership growth?

Rob Ellin: Yes. I mean, just to start with, just think about — and I apologize, we’re always going to talk about this amazing relationship with Tesla that’s now going on 10 years. But for the first time ever, we now have over 100 podcasts inside of Tesla cars, right? So, it’s a whole new revenue stream that comes through, right, our combination across it, right? When we did Adam Carolla’s first show, we surprised him and put I think it was two or three of his favorite artists on to his live show, and we had over 1 million people watching. So the combination of music and pop culture and combining across podcasting and music is obviously very powerful. And both keeping new subscribers as well as growing new subscribers, and we’re really in the infancy stage of that, right?

It took time to consolidate. This was hard with COVID, right? We’ve just gotten these teams together. And I couldn’t be happy the relationship between Brad and Kit is so powerful. The relationship between our tech teams and our media has come together. And I think this is a year that we really have an opportunity to knock the cover off the ball and continue to grow with the rapid and record-breaking paces both sponsorship as well as membership.

Kevin Dede: Do you expect to continue that trend of integrating podcast content into Slacker?

Rob Ellin: Absolutely.

Kevin Dede: With a new acquisition…

Rob Ellin: Yes, absolutely. I mean just — again, we’re a creator-first platform, right? The more original program we put on, right, the stronger our offering is. And as I articulated on the call, we’re the lowest cost provider. So we’re one-third of the price of our competitors. In some cases, we’re one-tenth of the price, as you know, with Sirius Radio. So we’re an average of under $3.5 a month. And the reason we can do that is because we have so much original programming. The more original program we come on, the better margins we’re going to have. The more revenue streams that we can drive from the same piece of content, right, the more money we can make. When we see that Adam Carolla and we go from, right, he is a — he started as a radio guy, radio to podcasting to pay-per-view, right, now add into that, and merchandising.

And we’re about to launch multiple different products that are in conjunction and ownership with our talent, with very little risk in the company and huge massive upside. You watch everyone from Kim Kardashian to George Clooney to McGregor have all built this business, Rihanna, have all built this business with $1 billion-plus numbers on them, right? And they built them off the backs to their social media. And I don’t think that trend is ever changing ever again, right? As you see it, these superstar talents these creators have over 100 million followers, they get up the same amount of people watching content on a daily basis that the Super Bowl has one day a year. So we’re going to continue to do that. And you’re going to see a big push for that additional revenue stream coming from those same creators across audio, podcasts and social media and our overall platform.

So everything you’re watching us do is build communities and those communities just keep getting bigger and bigger. And what Kit and the team have done so brilliantly is they cross over between that community, right, and now you have T-Pain doing a podcast, right? So, we have a music artist doing it. We did the same thing with Pitbull. You’re going to see more and more of that, more of the crossover and pop culture that gets more and more exciting every day.

Kevin Dede: Thanks very much, Rob, for entertaining all the questions. I really appreciate it.

Rob Ellin: Thanks, Kevin. Appreciate you.

Operator: We have no further questions registered. I will now hand back to Rob Ellin for final remarks.

Rob Ellin: I just want to thank everyone again for being here with us today. As you can see, this is the most exciting time in the history of the company. We really put together a massive community across audio, video, pay-per-view, social media. It’s going to continue to grow. And I think this is the most exciting time in the history of this company. And for any of you that have been investors with me before and our companies, I truly, as I’ve articulated before, this is the first time ever that not only is this — do we have a company that could be a unicorn, we have multiple companies within the same — within LiveOne, that each one of them has the opportunity of being a unicorn, and I think you’re going to see more and more of that.

Just seeing the likes of bankers and outside parties valuing our podcast business over $200 million, valuing our Slacker business, right, at $160 million, and it’s grown so fast even since that valuation could be higher than that, as you put those pieces together, just those two divisions alone, just all the Audio Division could be worth $5 a share. As you think about our publishing, as Josh articulated, you think about our merchandise and owning your own products, right, and you look across our pay-per-view, we’ve got five potential unicorns within one company. I’m looking forward to PodcastOne starting to trade on its own. I’m looking forward to Slacker Radio being able to trade on its own. And I appreciate everybody for spending the time with us and being patient with us.

And we’re going to continue to grow, and we’re going to continue to work really, really hard to deliver for our shareholders. So, I want to thank everyone.

Operator: This concludes today’s call. Thank you for joining. You may now disconnect your lines.

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LIVEONE INC

Q4 2023

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