via NewMediaWire - LiveOne (Nasdaq: LVO), an award-winning,
creator-first music, entertainment, and technology platform,
announced today certain of its preliminary and unaudited results
for the second quarter and first six months ended September 30,
2023 (“Q2 Fiscal 2024”).
The select anticipated financial results discussed in this press
release are based on management's preliminary unaudited analysis of
financial results Q2 Fiscal 2024. As of the date of this press
release, LiveOne has not completed its financial statement
reporting process for Q2 Fiscal 2024, and LiveOne's independent
registered accounting firm has not audited the preliminary
financial results discussed in this press release. During the
course of LiveOne's quarter-end closing procedures and review
process, LiveOne may identify items that would require it to make
adjustments, which may be material, to the information presented
above. The estimated preliminary unaudited financial results
contained in this press release are based only on currently
available information as of the date hereof. As a result, the
estimates above constitute forward-looking information and are
subject to risks and uncertainties, including possible adjustments
to preliminary financial results, and are not guarantees of future
performance and may differ from actual results.
The timing, price and actual number of shares repurchased under
the stock repurchase program will be at the discretion of LiveOne's
management and will depend on a variety of factors, including stock
price, general business and market conditions, and alternative
investment opportunities. The repurchase program will continue to
be executed consistent with LiveOne's capital allocation strategy,
which will continue to prioritize growing LiveOne's business. Under
the stock repurchase program, repurchases can be made from time to
time using a variety of methods, including open market purchases,
all in compliance with the rules of the U.S. Securities and
Exchange Commission and other applicable legal requirements. The
repurchase program does not obligate LiveOne to acquire any
particular amount of shares, and the program may be suspended or
discontinued at any time at LiveOne's discretion. LiveOne will
review the stock repurchase program periodically and may authorize
adjustment of its terms and size. The increased stock repurchase
program, which may include the possibility of buying back shares of
common stock of PodcastOne, is subject to approval by LiveOne’s
board of directors and any other applicable approvals and consents,
which LiveOne fully expects to obtain.
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's subsidiaries include Slacker Radio, PodcastOne
(Nasdaq: PODC), PPVOne, Gramophone Media, Palm Beach Records,
CPS, LiveXLive, Drumify and Splitmind. LiveOne is available on iOS,
Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV,
and through STIRR’s OTT applications. For more information,
visit liveone.com and follow us
on Facebook, Instagram, TikTok, YouTube and
Twitter at @liveone.
Forward-Looking Statements All statements other than
statements of historical facts contained in this press release are
“forward-looking statements,” which may often, but not always, be
identified by the use of such words as “may,” “might,” “will,”
“will likely result,” “would,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or the negative of such terms or other
similar expressions. These statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results, performance or achievements to differ materially from
those expressed or implied by such statements, including: 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, special dividend, merger,
distribution or transaction, including the Company’s pay-per-view
business and the proposed merger of Slacker with Roth CH
Acquisition V Co. (the “Proposed Business Combination”), the timing
of the consummation of any such proposed event, including the risks
that a condition to the consummation of any such event would not be
satisfied within the expected timeframe or at all, or that the
consummation of any proposed financing, acquisition, spin-out,
merger, special dividend, distribution or transaction will not
occur or whether any such event will enhance shareholder value;
Slacker’s ability to list on a national exchange; 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, 2023, filed with
the U.S. Securities and Exchange Commission (the “SEC”) on June 29,
2023, Quarterly Report on Form 10-Q for the quarter year ended June
30, 2023, filed with the SEC on August 15, 2023, and in 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 obligation 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.
* 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.
With respect to projected full year 2024 Adjusted EBITDA, a
quantitative reconciliation is not available without unreasonable
efforts due to the high variability, complexity and low visibility
with respect to purchase accounting adjustments,
acquisition-related charges and legal settlement reserves excluded
from Adjusted EBITDA. We expect that the variability of these items
to have a potentially unpredictable, and potentially significant,
impact on our future GAAP financial results.
No Offer or Solicitation This communication does not
constitute a proxy statement or solicitation of a proxy, consent,
vote or authorization with respect to any securities or in respect
of the Proposed Business Combination and shall not constitute an
offer to sell or exchange, or a solicitation of an offer to buy or
exchange any securities, nor shall there be any sale, issuance or
transfer of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption
therefrom.
LiveOne IR Contact: Kirin Smith PCG Advisory (646)
823-8656 ksmith@pcgadvisory.com
LiveOne Press Contacts: LiveOne
press@liveone.com
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