LOS ANGELES, CA - (NewMediaWire) - May 9, 2024 - PodcastOne (NASDAQ: PODC), a leading podcast platform and a subsidiary of LiveOne (NASDAQ: LVO), issued today the following letter to its shareholders from PodcastOne’s President and Co-Founder Kit Gray. 

Dear Fellow Shareholders:

Today marks approximately nine months from our September 2023 spin-out resulting in PodcastOne being a stand-alone company, publicly traded on The Nasdaq Stock Market under the symbol “PODC”.

As we launch into our new fiscal year, I wanted to take this opportunity to personally communicate with you and let you know how much we appreciate your belief in our team and in our company. PodcastOne is a special place, and we couldn’t do what we do without your support. 

In this letter, I’d like to give you an idea of who we are, including an opportunity to get to know some of the key players in our company. I’ve always believed a company’s most important asset is its people, and I’m extremely proud of our team here at PodcastOne. 

An estimated 505 million people will listen to podcasts in 2024, the most in this medium's short history. Since the term podcast was coined in 2004, the format has grown into a $25 billion industry. PodcastOne is leading this movement and determined to remain the leader in expanding audiences and forging synergistic relationships for its podcasters.

I founded PodcastOne in 2012 as one of the first people to recognize the potential of the podcast medium, developing a network-talent partnership model that has been emulated by many major broadcasters in the last few years. Our early success caught the attention of legendary broadcast leader and founder of radio network giant WestwoodOne, Norm Pattiz. In 2012, Norm and I partnered and together we built PodcastOne as a company focused on changing the world of digital audio, growing at a rapid speed, and building a prime platform for big-brand advertisers. My entrepreneurial spirit and love for the evolution of on-demand digital audio is complemented by my over ten years of sales representation experience in traditional spot terrestrial radio sales, network radio sales, national radio sales, mobile content sales and online sales.

Eli Dvorkin, our VP and Chief Content Officer, is a seasoned professional in podcasting, having been in the industry since 2012. He transitioned from a radio role at WestwoodOne to being a founding member of PodcastOne. With a dedicated focus on programming and partner relationships, Eli's deep passion for the industry and podcasting hosts shines through. His commitment to fostering strong relationships supports long-term partnerships and program growth. Having experienced various roles within our company, from marketing and sales to accounts and strategy, Eli's unique and strategic approach sets him apart in the podcasting industry, and we’re lucky he’s part of our team. 

Sue McNamara is our Chief Revenue Officer. She is an accomplished sales executive, with over two decades of experience, including as SVP at CBS Radio under Mel Karmazin where during that time, Sue generated a 200%+ increase in revenue to over $100 million annually. At Interep, she led ad sales for The Howard Stern Show among others and drove revenue from $100 million to $500 million for Infinity Broadcasting. Additionally, Sue was named one of RadioInk's "Most Influential Women in Radio" six years in a row and listed among the Top 1% of America's Most Honored Professionals.

In addition to our C-Suite, we have a unique and world class board of directors rarely seen with a company of our size that consists of Robert Ellin, Jim Berk, Patrick Wachsberger, Craig Foster, Jay Krigsman, Ramin Arani, and Carolyn Blackwood.

Together, along with our employees, we are generating impressive results and the numbers speak for themselves. 

• We are consistently ranked in Podtrac’s Top 20 publishers
• We added 30 new podcasts in FY24
• We generate 350+ hours of content produced weekly 
• We attract 10M+ unique monthly listeners
• We have 200+ Fortune 1000 advertisers
• We see 38M+ monthly downloads 
• We see 600M+ annual downloads  

On the financial front, for our fourth quarter ended March 31, 2024 (“Q4 FY24”), we expect to report approximately $11.7M of revenue, up 32% year over year, with $256K of Adjusted EBITDA*, a $470K improvement. For our fiscal year ended March 31, 2024 (“FY24”), we expect to report $43.3M of revenue, up 25% from last fiscal year, with $660K of Adjusted EBITDA*. Considering this strong financial performance, we also recently increased our fiscal year ending March 31, 2025 guidance to $50M-$55M in revenue.

During FY24, we successfully added 30 new podcasts, with over 100 potential new shows in the pipeline, and we closed a B2B partnership with a Fortune 250 company with over 60M global streaming subscribers generating $20M+ annual revenues to PodcastOne. Our ownership and stake in IP is a flourishing aspect of our business. We sold "Vigilante" television rights to a major studio, and we own a slate of six plus scripted podcasts, including "Varnamtown", for which we are in negotiations and development for television or movie productions.

As you may also recall, in January 2022, LiveOne announced its expansion of PodcastOne content to over 1.7 million Tesla vehicles and Android Automotive Apps. We are excited to be in every single Tesla that rolls off the lot in North America, and are proud to play a small role in that company’s remarkable and historical growth story.

As you can see, we’ve accomplished a lot, but we still have work to do. Our optimized business model seamlessly launches and onboards podcasts, making them immediately accretive by leveraging our parent company’s resources. We're seeing unprecedented studio interest in partnering with our podcast slate, easily adaptable into major productions. With revenue streams from advertising, scripted series, and IP ownership, I foresee a clear path to continued growth with a goal of surpassing $100M in revenue with strong margins.

Over the next year you will see PodcastOne continue to lead the way in the podcasting medium testing the limits through the possible acquisition of existing successful podcasts, further developing and growing podcasts within our network and new ones, continuing to build our IP library with scripted shows, maximizing operational efficiencies, and finding new ways to create additional revenue verticals. The growth of video and social media has and will continue to be a big part of our expansion. 

As you can tell, we are excited about the future here at PodcastOne. Rest assured, we will continue to work diligently, focused squarely on creating shareholder value. 

Thank you for your continued support.  

Kit Gray

President/Founder

PodcastOne

About PodcastOne

PodcastOne (Nasdaq: PODC) is a Los Angeles-based podcast network founded in 2012 by Kit Gray and Norm Pattiz providing creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production, and distribution delivering over 2.1 billion downloads per year with a community of 250 of the top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E's Cold Case Files and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all of its own properties, LiveOne (Nasdaq: LVO), Spotify, Apple Podcasts, iHeartRadio, Samsung and over 150 shows exclusively available in Tesla vehicles. PodcastOne is also the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. For more information, visit PodcastOne.com and follow us on Facebook, Instagram,YouTube and Twitter at @podcastone. For more investor information, please visitir.podcastone.com/overview/default.aspx.

About LiveOne

Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne's wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, 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. For more investor information, please visit ir.liveone.com.

Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, 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; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne and/or its other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Special Financial 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 December 31, 2023, filed with the SEC on February 13, 2024, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

* About Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization ("Adjusted EBITDA"), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

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 2025 and 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.

Press Contacts:

For PodcastOne
310.246.4600
Susan@Guttmanpr.com

Investor Relations:
Jason Assad
678-570-6791
jwassad@podcastone.com