Good afternoon, and welcome to LiveOne's business update and financial results conference call for the company's third quarter and 9-month period ended December 31, 2021. Presenting on today's call are Rob Ellin, CEO and Chairman; 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, 2021, quarterly reports on Form 10-Q for the quarters ended June 30, 2021 and September 30, 2021, along with subsequent SEC filings..

You will find reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures discussed today in the company's earnings release, which is posted on its Investors website at ir.liveone.com. And the company encourages you to periodically visit its IR website for important content..

The following discussion, including responses to your questions, contains time-sensitive information and reflects management's views as of the date of this call, February 10, 2022. And except as required by law, the company does not undertake any obligation to update or revise this information after the date of this call..

I'd like to highlight to investors that the call is being recorded. The company is making it available to investors and the 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, retransmission or rebroadcast of the call or the webcast in any form without the company's written consent is strictly prohibited..

Now I would like to turn the call over to LiveOne's CEO, Rob Ellin. .

Thank you, Aaron. Good afternoon, everyone, and thank you for joining us today for our fiscal 2022 third quarter business update and financial results..

We posted a record $93.6 million in revenues in the first 9 months ended December 31, 2021, a year-over-year increase of $49 million or 112% and revenue of $32.9 million in the fiscal Q3 quarter, a 72% increase compared to Q3 2021.

I'm happy to say we are maintaining our guidance at $112 million to $113.5 million and raising our guidance for fiscal 2023 to $125 million to $140 million and adjusted EBITDA between $4 million and $8 million.

We're also confirming our buyback of 2 million shares and our extension of our partnership with JPMorgan in exploring all options for the company..

The LiveOne team has continued delivering encouraging results even as we fought through the COVID variants, first, the Delta variant; and more recently, the Omicron variant. COVID has necessitated that we push almost all of our planned live events for the current quarter out until calendar 2022.

To date, we have lost more than $16 million of annual revenue to COVID restrictions. With that said, we remain extremely optimistic about the return of live events and believe we are extremely well positioned to benefit from live events going forward..

As the environment and the backdrop in capital markets has changed over the past few quarters, we strategically pivoted and forwarded our path and time line to EBITDA profitability in the first quarter.

We're implementing further cost and expense reductions from operations and corporate overhead which is anticipated to increase the previously implemented $5.6 million of annual cost savings to an estimated $14 million annually..

It's very important to note, as live events shut down due to COVID, we expanded investment into creating content, including building a slate of original programming and multiple franchises. We now expect this year that costs pre-COVID levels from $19 million back to around $10 million a year.

And with the return of over 100 live events announced to date as well as our 10-year anniversary of Spring Awakening Music Festival, LiveOne's React subsidiary expects to swing from adjusted EBITDA of negative $3.8 million in fiscal 2022 to adjusted positive EBITDA in fiscal 2023.

We have completed and integrated 6 substantial acquisitions and LiveOne now has the scale and leverage in our business model to start driving bottom line profits. So I'm excited that we are now positioned to achieve positive EBITDA in the up and coming June quarter..

As many of you know, through 9-year exclusive partnership with Tesla, a LiveXLive/Slacker Radio subscription is pre-installed as a default radio in every new Tesla sold in North America and LiveOne is paid directly from Tesla for those subscriptions.

We recently completed a user interface, a refresh of our interface, all New and Top stations with Tesla in-car paid Slacker Radio streaming experiences as well as expanded our exclusive podcast network into all of Tesla's vehicles..

In December, we launched LiveXLive's music streaming service, including PodcastOne content on Google Android Automotive platform.

This launch will bring LiveOne into the car with a seamlessly integrated car user experience without the need for your mobile device and allows us to reach all the current up and coming vehicles via Google Automotive Services, allowing consumers to enjoy our library of 30 million songs, original exclusive content, including 500 curated radio stations and over 235 podcasts and vodcasts..

Android Automotive continues to see wide adoption from virtually all the major automotive OEMs, including Ford, Chevrolet, Nissan, Dodge, Volvo, Lincoln and others.

The LiveXLive/Slacker app is pre-installed now in 85 other automobiles, up from 46 last year, as well as across major carriers, spanning the Verizon, Sprint and T-Mobile, which allows Slacker subscribers to listen on their cars and mobile devices..

We see compelling growth opportunities for Slacker by partnering with other automotive OEMs, just as we did with Tesla, to be their default radio service as well as other white-label B2B partnerships through Android Automotive. As of December 31, 2021, we have over 1.36 million paid subscribers, a net increase of over 360,000 over the prior year.

We see a path for paid subscribers to reach over 2 million. And when we look out the years, over a 5-year period, see over 10 million paying subscribers and over $0.5 billion in revenues..

We also have now added over 550,000 members, expanding to almost 700,000 members. Our wholly owned subsidiary, PodcastOne, which we acquired in July 2020, is a leading advertiser-supported on-demand digital audio network and was recently ranked ahead of Viacom and Warner as the #12 in the world.

Podcasts continue to experience robust growth, and the team has done an outstanding job in recruiting new podcasters as well as securing meaningful advertising and sponsorship deals. It is important to understand that PodcastOne has the exclusive advertising sponsorship rights to all of its podcast content.

But people can also access our podcast, listen to our podcast across multiple different distribution platforms, including Spotify, Apple, Samsung, 40 million Samsung TVs and iHeart.

PodcastOne metrics continue to impress as we've now had over 2.48 billion downloads in calendar 2021, and its franchise of exclusive shows has grown to more than 235 podcasts and produces more than 300 podcast episodes per week..

I would like to add that as a result of the successful integration of our advertising and sales division, LiveOne has now added over 100 blue-chip sponsors. And as of January 31, we have over 175 additional sponsors in the pipeline for this year. In fact, PodcastOne has more $1 million-plus wins this year than in the history of the company..

On the pay-per-view front, since launching pay-per-view platform in May 2020, we generated approximately $26.7 million of pay-per-view related sales in live and pay-per-view events.

As many of you hopefully know, we previously announced our spinout of our existing pay-per-view business [ as a ] separate public company and plan to distribute a portion of the company's equity to LiveOne's stockholders. We still anticipate the pay-per-view spinout to take place in the first half of 2023..

As previously mentioned, we're excited to see the return of live music. Finally, we currently have booked a lineup of more than 100 live concerts and festivals, featuring over 300 performances over the next 12 months.

We recently implemented a new program where all ticket purchase to any and all live music or pay-per-view events will receive a paid 1-year membership that provides with discounts to future live in-person and pay-per-view events, discounted merchandise and NFTs, enormous amount of curated music, podcast content and original programming..

I would now like to hand it off to our CFO, Aaron Sullivan, who will review our Q3 results. Thank you, Aaron. .

Thank you, Rob..

Let me spend a few minutes to provide a brief overview of our Q3 fiscal '22 results. We ended Q3 with strong results as revenue grew 72% year-over-year to $32.9 million.

Contribution margin increased 15% to $5.2 million, and our adjusted EBITDA was a loss of $4.8 million, with record KPIs, including a 37% net increase in paid subscribers year-over-year.

For the current 9-month period ended December 31, 2021, revenue increased 112% year-over-year to $93.6 million, while contribution margin increased 62% to $18.9 million, and our adjusted EBITDA was a loss of $8.7 million..

For the Q3 fiscal '22 results, the increase in Q3 revenue was due in large part to the growth in our ticket and event revenue, paid subscribers, advertising and our successful acquisition of CPS. Growth in ticket and event revenue is the result of our live EDM event, Spring Awakening Music Festival held in October 2021.

We ended Q3 with 1.3 million paid subscribers, a net increase of 369,000 subscribers as compared to 1 million subscribers reported at December 31, 2020. Please note that included in the total subscribers are certain subscribers who are subject of a contractual dispute for which we are currently not recognizing revenue..

For Q3 fiscal '22 revenue, the composition was 33% subscription and 67% advertising sponsorship, merchandising and ticketing and events, compared to 44% subscription and 56% advertising sponsorship and ticketing and events in the prior year quarter.

Fiscal Q3 '22 contribution margin increased 15% year-over-year to $5.2 million compared to $4.3 million in the prior year quarter.

The year-over-year improvement was driven by the addition of CPS and an increase in paid subscribers, offset by a loss in live events due to the $3.1 million loss from our Spring Awakening Music Festival in October 2021, which was impacted by the Delta COVID variant as well as costs related to adverse weather conditions..

Fiscal Q3 '22 adjusted EBITDA was a loss of $4.8 million compared to a loss of $1.9 million in the prior year quarter. The increase in the loss from the prior year period is driven by the aforementioned loss from our Spring Awakening Music Festival.

The consolidated adjusted EBITDA is comprised of a loss from operations of $1.4 million and a loss from corporate of $3.4 million..

For the 9 months ended December 31, 2021, revenue was a record $93.6 million, up 112% year-over-year as compared to $44.2 million in the prior year period.

The increase in revenue was driven from an increase in each of our major wholly owned subsidiaries as well as the acquisitions of Podcast and CPS, along with the partial return of live events, including our Spring Awakening Music Festival.

For the 9 months ended December 31, 2021, our revenue was comprised of 32% subscription and 68% advertising sponsorship, merchandising and ticketing and events, compared to 56% subscription and 44% advertising sponsorship, ticketing and events in the prior year period.

Contribution margin for the 9-month period ended December 31, 2021 was $18.9 million, an increase of 62% compared to the $11.6 million of the prior year period, which is primarily attributed to the addition of CPS, along with increases in ticketing and event margins in the period..

Adjusted EBITDA for the 9-month period ended December 31, 2021 was a loss of $8.7 million compared to a loss of $3.4 million in the prior year period.

Again, the increase in the loss is a result of the loss from our Spring Awakening Music Festival, along with strategic investments into content and increased marketing to drive future revenue growth beyond the current year..

Briefly turning to the balance sheet. We ended Q3 with cash of $12.7 million, including restricted cash of $260,000..

Turning to financial guidance. We are reaffirming our financial 2022 revenue guidance of $112 million to $113.5 million and reducing our fiscal 2022 guidance for adjusted EBITDA to a loss between $11 million to $12 million, primarily as a result of our loss on the Spring Awakening Music Festival.

We are increasing our fiscal 2023 revenue guidance to $125 million to $140 million and increasing adjusted EBITDA guidance to $4 million to $8 million..

And now let me hand it back over to Rob. .

Thank you, Aaron..

As I've previously spoken about our unique flywheel business model of associated and complementary businesses where the component pieces create a synergistic offering to consumers to listen, watch, attend, engage and transact.

We've rolled everything into the LiveOne brand and now we are deriving revenues from 6 subsidiaries that each have $1 billion to $10 billion-plus of upside. We're not done with our acquisitions. We're excited about the next one.

As we publicly said, we expect that in the very near future it will be the largest in the history of the company and the most accretive in the history of the company as we continue to build and expand our business.

We have just reiterated our buyback of 2 million shares, our partnership with JPMorgan to explore all options as we feel the stock is so undervalued here trading at almost 50% of revenues. .

We feel this is an exciting time as you watch the growth of this business, and I want to hand it off and offer you the opportunity to ask any questions, and I'm happy to answer any. Thank you. .

[Operator Instructions].

This is Matt in for Brian Kinstlinger. So first question I have is, in the earnings release, you highlighted the return of large events and cost cutting that brings you to profitability.

What large events are taking place during the June quarter that if they do not occur or they get delayed could hurt your ability to achieve bottom line goals?.

Yes. So I think, first, we're highly confident. As you know, we launched Spring Awakening last year right into an extremely difficult market and had to move it to October.

But because it's such a powerful franchise and has so much value, right, we had to do it, right? And we lost some money on it, which a chunk of that will be collected back from the insurance company because of weather conditions as we moved it to October.

We're highly confident that live is open, live is growing, right? And we think, by June, it's going to be even open even further. So we're highly confident in that. We have very little in the $125 million to $140 million. We have very little expansion of live..

And then as most of you know, we launched Social Gloves last year, right? As we move into calendar, into the first year quarter of this year, right, it's exciting opportunity for us to expand and move back into that and have our next big tent-pole event across social media and music. .

And just a second one, a follow-up.

Does the addition of podcasting in the Tesla vehicles, does that drive a higher monthly price for the service in any way or does it improve the economics of the podcasting ad revenue?.

Sure. Sure. Any time the more traffic you have, the more advertising [ gets paid ], right? It's a self-fulfilling prophecy. So we just announced putting it across, our podcast across Facebook, across 40 million Samsung TVs and now across Teslas. So the more traffic, the larger the audience, the bigger and the better it is for us.

Any other questions?.

Rob, it looks like there are no further questions. .

Great. Well, thank you, everyone, for joining, and we look forward to our next conference call. And thank you for supporting us through a difficult market, but we're really excited where the company is going and the growth of the company. And thank you very much, have a great evening..