Throughout the meeting. Achievements during 2023. We will take a look at the company's forward outlook. We'll start with the key highlights, and then we'll open it up for Q&A. I will keep everyone's lines muted throughout the presentation. Attendees can type in questions by using the Q&A tool at the bottom of the Zoom window. During the discussion today, the company will be making forward-looking statements. Please note the Safe Harbor statement that I will put up on the screen in just a moment. We encourage everyone to view the company's latest SEC filings on our website. I will turn it over to Robert Ellin. I'm just going to share the screen just for a moment here, so we can show the Safe Harbor statement. Just a moment, please. Okay, why don't we get started. I'll pull that up as soon as possible. Rob, go ahead. Good morning, everyone, welcome to LiveOne's special conference call today, highlighting our guidance for this year. I open this up by thanking my team and introducing my team, who is joining this call to walk you through each of the different subsidiaries of our company that we've acquired or built, each of them with massive TAMs of $1 billion-$100 billion each. With that, this morning we announced our guidance of $115 million-$125 million in revenue and EBITDA of $12 million-$15 million. With that, we announced our audio division, which is the biggest part of our operating business, which got at $95 million-$105 million. For the first time ever, we're talking about our cash flow, which will be over $12 million. As we continue to look at the growth of this business, the numbers are dynamic. We're one of the fastest growing subscription membership programs in all of music and media. We have just passed 3 million subscribers. We have passed over 2.1 million paying subscribers. As you see that revenue growth, and you see that opportunity, and you understand the growth of each one of these subsidiaries. We just announced recently, and we'll very shortly highlight our IPO, our spin-out of PodcastOne. Any minute now in the next very short window of time, within the next week to a couple of weeks, PodcastOne will start to trade on its own. I will shortly introduce you to the founder and president of the company, Kit Gray. We continue to add a staggering amount of new podcasts, literally almost on a weekly, biweekly basis. We've just landed our first ever $10 million deal for the company, which is highlighted in that guidance. We've also talked about spinning out our Slacker business. Slacker Radio grew by 177,000 subscribers this quarter alone. As we look at that growth, we have this very unique partnership with Tesla Radio. We are the default radio inside of every Tesla car. We're excited we continue to grow alongside them. Our B2B partnerships are growing in a dynamic way. We've announced a B2B partnership with Android Automotive, giving us the ability to white label to every car company around the world. We're the lowest cost provider. We're a white label solution for all of them. Our technology team is world-class. We have over 45 patents and a $200 million NOL from previous to acquiring Slacker Radio and PodcastOne. Our pay-per-view business, which we've effectively put most of it on hold during the last 12 months, did over $28 million in revenues and $4 million in EBITDA. We have not built into this guidance yet. I think we will see this year a staggering amount of growth and opportunities that continue to grow come our way in the pay-per-view business. Our publishing business, let me introduce Josh Halpern. He's just done a brilliant job of acquiring multiple companies for us coming out of Roc Nation. He'll walk you through his background. Our merch business has been tricky. It's been a tough three years going through COVID and trying to grow that business off the back of our live business, which we shut down for three years. We've now got it stabilized. We took the cost out of it. Like we did across the entire business, we've taken $31 million of cost. 20 months ago, we recognized that the world was changing. We recognized that Wall Street was changing, and we started taking costs out of the business and consolidating all of those exciting subsidiaries. That's where you see a $25 million swing in EBITDA year-to-year. Our buyback is growing. We've bought over 2.5 million shares. We still have about $1.6 million to go and expect to continue to grow that. This morning we announced with our buyback, we're also buying back some of the bridge notes in PodcastOne. Our cash is at $9 million and a record short-term assets of $28 million, even with buying back two and a half million dollars of stock, settling over $27 million of payables, cleaning up the balance sheet, and converting all of our debt at $2.10. We are getting closer to the $28 million in short-term assets to being able to lock up a credit line, an AR facility to really grow and expand the business and continue to buy back. Very likely, as that happens, we could expand the buyback as stock is going to trade at this huge discount. The balance sheet's not cleaned up. Payables are settled. Cash and short-term assets are growing, and inside of buying is expanding. We look forward to meeting my team. With that, I'm gonna introduce you to Kit Gray, the president and founder of PodcastOne. Kit? Good morning, everyone. Excited to be here. Thank you, Rob, for the introduction. Like Rob mentioned, my name is Kit Gray. I'm the co-founder of PodcastOne and president. I started PodcastOne before it was PodcastOne, working with the likes of Adam Carolla, Marc Maron, Nerdist Network with Chris Hardwick, CBS News, 60 Minutes, and so forth. Just to give you guys a quick background on who I am. My career started with iHeartMedia and the representation of Radio Station Group under Taft Media Group. I worked in New York. I opened an office in Los Angeles. I was also in Boston for years. I recognized in about 2007- 2008 that the mobile phone world, back when we all had Razr phones, if you remember those, that was gonna change the content world and how people were gonna access video content and even audio content. I went and worked for a Verizon subsidiary called Amp'd Mobile, where we did our first packages of digital media to advertising agencies and clients. That's that. I came back to Taft Media Group shortly after that experience and ran their digital group. At that time, I was living in Los Angeles and was a big fan of Adam Carolla, who, if you guys remember him from Loveline, the talk show that was on MTV and Westwood One, as well as The Man Show with Jimmy Kimmel. He took over for Howard Stern on the West Coast. In 2009, he was let go by CBS as they were going through a transition, he started a podcast. I became a huge fan of that podcast and recognized right away that if you had to download a file, drag it onto an iPod and then, you know, take it into your car as you're driving around the city with a tape player into your old tape deck machines, that's how you had to access podcasts. There was a huge audience, I recognized that what they call in the radio world are P1s, right? These are super P1s, they went through that process. I'll tell you a quick story. In 2009, I met a guy named Marshall Williams, who runs Ad Results Media, which is a major advertising agency out of Houston, Texas. I asked him to buy some spots on Adam Carolla's podcast for $1,000 a spot. He told me I was crazy. He said he'd give me a CPA deal with ProFlowers, where he paid $14 per flower ordered under the Adam Carolla tag. They had to write us a check for $38,000 after two weeks of running media. We were off. I knew that we had a business. I had a lot of direct response advertising contacts, Stance.com, Squarespace, you know, Unpocket, Citrix GoToMeeting, GoToMyPC. That was where the business was built. I was fortunate enough to meet a guy named Norm Pattiz, who, if you know that name, he started Westwood One, some 3five years ago and still exists today. He and I partnered up and created PodcastOne, where we started to acquire talent representation to people like Stone Cold Steve Austin, and many, many housewives and more. We started to build a business. We raised some money. There's a radio station group out of Minneapolis called Hubbard Media Group. They put in some money to build a company where we're able to hire a sales force, a production team, a studio in Los Angeles that we still own and operate right out of Beverly Hills. The business was off. We are a very unique podcasting company in the sense that we're the only ones that really are full server. We have our own hosting platform that allows us to do digital ad insertion as well as, you know, host our own programs and control the feeds and distribution channels. If you've read in the news about ART19 or Megaphone being bought by the likes of Amazon and Spotify, well, we have that same backend system. We have a production studio, team of eight or nine producers that produce our own owned and operated podcast. We represent over 1,000 programs. We do video and audio. We are in the place where we do live reads, we do embedded reads, we do interviews with Chief Executive Officer of companies on our podcast. We do pay-per-view events. We do meet and greets, virtual meet and greets. We do merchandise, as Rob mentioned earlier, we're even launching our own product with talent in hand. Our company also has our own marketing team where we're able to go and offer shows to come to our network because we have the rights to sell open inventory or promote our shows within open inventory of our programs. We have 7 million unique listeners on a monthly basis. A new show comes to us. We can introduce that new show to that 7 million fan base. If we have a new hit episode with a big star coming on or a big guest coming on, we can actually promote that and make it a really big deal. We also have our own talent booking team and we're now developing our own IP where we work with people like the Hunter Broadcasting group for American Nightmare. We have Barbara Schroeder's Bad Bad Things. She did a bunch of shows on Netflix. This fall, we're going to release Barn Town with Epic Movies Movie Studio and Patrick Wachsberger, who created CODA, and we'll have IP and rights to take that to movies, books and whatnot. All in all, just to let you know about the business, it's still strong. You know, the advertising world is having a tough road over the last year. Podcasting is still hot. It's still growing in terms of listener base as well as advertising revenue. As our company goes, we just re-signed some of our core groups, which include Adam Carolla, Dr. Drew, Kaitlyn Bristowe, The LadyGang Girls, Jordan Harbinger, Poor Chuckies, and more. We've recently launched new shows. One that we launched is Friday Night Lights, which is a remake or just a rewatch of the hit show. We have Mae Whitman, who was on Arrested Development and Parenthood and other huge fans. She's hosting that show with two of the actors. It's doing really well. We do that in audio and video. A&E, we have a strong relationship with them. We launched the second season of I Survived, which is a great program for us, along with others that they do together with us. We just launched I've Had It, which is a Bravo-based show, and Brittany & Jax, which is one of the Vanderpump shows. Vanderpump shows. Those are each going over 75,000 downloads an episode right out of the gate. We have a slate of at least 10-15 new shows to launch over the next, you know, six months. We're really excited about the future. That's the PodcastOne story. Here's the other. Great. Thanks, Kit. Kit's being very humble about his experience in building this. He's really the pioneer in podcasting, starting this industry with Norm Pattiz. Brad, wanted to hand it off to you and talk about Slacker and the massive growth that we're seeing and the excitement around our B2B deals. Thank you. Yeah, thanks, Rob. Real quick background about myself for those who haven't met me before. I've spent a 20-year career at the intersection of content and technology, leading product and engineering both in the B2C and B2B initiatives. I've been with Slacker Radio since 2015, when I was brought on to run the Samsung Milk Music initiative, which was a white label solution powered by Slacker. Short time after that, I began to lead all product and engineering for Slacker's B2C applications as well, and additional B2B initiatives with the likes of AOL, UScellular, Verizon, and most famously, Tesla. When Live acquired Slacker in 2018, I led the development of all video and live stream applications as well as our linear channel initiatives. Now as the head of the Slacker business unit, I continue to lead product and engineering. At Slacker, as a product and engineering organization, we continue to develop and maintain all of the music and audio streaming experiences for the B, B2B initiatives as well as consumer-facing applications on mobile, web, OTT, auto, and other consumer electronics. The business in terms of where we are, or the music marketplace in general. Global music streaming revenues are forecasted to be over $90 billion by the year 2030. Currently, they're in the $25 million-$30 million range, and that same span paid membership is expected to grow to $1.2 billion. Right now it's just under $600 million. We're in a space where there's going to continue to be massive growth. There's tons of potential. For Slacker's part, as Rob mentioned, we've now surpassed 2.1 million paid subscribers. That's a 45% increase year-over-year. We've also grown our free ad-supported members to 850,000. For those less familiar with the Slacker music experience, we really specialize in what I like to call lean-back listening. We also have expertly curated stations that have a human touch to it. A lot of the DSPs in our space, they're purely algorithmic, and we have a team of expert programmers that then we put the algorithmic and personalized touch on top of. We believe that that makes us truly unique in our space. We add voice and narration on top of that, so there's this storytelling element to a lot of our music programming. In fact, I believe we remain the only interactive radio service with DJ on-air personalities integrated into our listening experience. Some of the examples, if you ever go to the LiveOne website, would be our exclusive program series like Artist DNA or I Am the DJ, where we have talent and storytelling sequenced in between the music tracks. As Rob mentioned briefly, the team at Slacker is incredibly lean and agile. We take a lot of pride in that. That's kind of always been our culture. It allows us to do all the things that we've done over the last few years and pivot to new and exciting initiatives on a dime. We're well-positioned for the current economic climate. The tech we've built over the last few years is a major asset to the company. In the last year, we've closed some new key B2B deals, and one of those that has recently launched is with TCL. It's a two-year pre-load partnership with additional incentives to drive paid membership. Really what we're most excited about is the long-term potential with a company like TCL because we believe there's a lot of synergy around our value-conscious customer base and our application device overlap. In terms of where we're going, I'd say that in a lot of ways we've come full circle to where Slacker was focused as a business when I joined for this chance at music initiative. We really see business-to-business partnerships as a major driver for growth. Over the last several months, we've invested, I believe, from a strategic standpoint, a personnel standpoint, as well as a technology standpoint. We've built a more robust pipeline of business opportunities. We've been developing technical tools and services that will improve our B2B operational efficiency and allow us to grow both in terms of the regions and locales we can support as well as the scale at which we can support. Our efforts over the last year have proven that there is substantial growth opportunities within the B2B space. We believe that there's additional product benefit in the form of music in areas of connected health and fitness, automotive initiatives, wireless carriers, FAST channels, as well as FAST IP licensing. To summarize, we really believe that B2B offers the very best growth potential over the upcoming fiscal year for Slacker and beyond. Our pipeline of opportunities is very, very solid and we're very excited for what's to come in that regard. Thanks, Brad. Brad's being very humble about the success and turnaround of Slacker. When we acquired it, there were 400,000 subscribers. We were losing $25 million-$30 million month, and we were losing very substantial money. Very proudly, Brad, working together with Aaron and the finance team, we have now successfully turned that business into a, you know, well over $50 million in revenues. As you can see in the EBITDA numbers that we announced, it'll be over $15 million in EBITDA. Another just great turnaround and a massive opportunity in the size and the TAM that Brad has articulated. Thank you, Brad. With that, let me hand it off to Josh, who's joined us about two years ago. He's brought some amazing expertise in music. Most importantly, all of us on this phone are creator first. We're focused on those creators and handling those creators and treating them properly. I think Josh is a pioneer in the industry in doing that, coming with a amazing background of not only looking like a rock star, but he actually is a rock star. Josh, why don't you give a little bit of your background, a little bit of what we're doing in across technology and publishing and music? Thanks, Rob. Quick background on me. After college, I literally put together a band and spent my life on the road for a lot of years. Had several number 1 records. I toured the world, I loved every minute of it. I fell in love with the publishing business, eventually I went on to launch Roc Nation's most successful publishing venture. I have copyrights from Justin Bieber to The Kid LAROI to Selena Gomez, you name it. While I was at Roc, is where I met Rob, I saw what he was doing with LiveOne. Separate from just the innovation of the company, I really bought into the idea that he was building a creative first company. I knew I had to get involved. I, you know, I wear a suit most days of the week now, but I'm still a creative at heart, and I still put the creatives first in every aspect of my business. Today, for the sake of, you know, moving forward and talking about what we're working on currently, I wanna bring up our latest acquisition called Drumify. I've been in the publishing business for 10+ years, and I literally think it's completely changing the publishing landscape. To sum it up for you, Drumify is a place for producers to go look for sounds. Let's say a song that's being created has 10 sounds in it, and everybody working on the song feels like they need one more sound. Literally, with AI technology, you can type in, "I'm looking for a sound that sounds like the Red Hot Chili Peppers' first album, the guitar move on it," and it will pull up those sounds for you. In the last year, we've added 100,000 sounds to this platform, and it's just growing every day. The most amazing thing that I see about this platform is that it is allowing creators to retain their publishing rights, which means a 17-year-old kid from Omaha, Nebraska, who has no relationships in the music business, can be uploading a sound and literally be on a great song in a week. Our biggest competitor in the business is a company called Splice. If you haven't heard of it, they're doing $300 million a year. There's a couple really big differences. The biggest one being that they are not. They are royalty-free, meaning that they are not allowing their creators to retain their publishing ownership for the long term. I really believe that what they're doing in the business is a negative and what we're doing is a positive. I see us as training people that are creative to understand that it's important to retain their publishing rights. I think we have a platform inside of a $9 billion a year business that's completely flipping that business upside down. The reality is that all of these creatives on this platform are learning that they should be receiving mailbox money for the rest of their lives from the work that they're doing now in their life. Thanks. That's my sum up on Drumify. Great. Aaron Sullivan's on the phone, our CFO, has led and pioneered a 20-month effort to take $31 million of cost out of the business. Aaron, why don't you say a quick hello, just give a quick background, and then we'll open it up for Q&A. Thanks, Rob. I'll keep it brief. I joined LiveOne in 2019 as controller, and I've been here, kind of watched the company grow from, I think, revenue at the time was about $35 million. Now we're over the $100 million mark. We had two business units at the time, now we've got six. It's been an incredible growth story. As Rob mentioned, our focus over the past has been on cost containment production and rationalizing all our acquisitions. You know, the other thing our finance group is focused on is trying to Keep up with all these transactions we've got. You know, as you can see, we've done a number of those and we're really here to support the business, and help the guys that have just kind of presented, be successful. Great. Thank you, Aaron. Just to wrap up everyone, we believe our stock and our company is trading at a very low valuation. We are buying back a substantial amount of stock. We will continue to buy back stock. I personally have invested over $18 million in the company. I will continue to buy stock, right? As the buyback ends, I'll continue to buy additional stock. I thought stock is high in the sixties. We're a big believer in what we're building here. This is a world-class team, with real confidence, and we've just broken that very magical mark of over $100 million. We're on our way to being exactly what I've told everyone, that within five years I expect only a little small percentage of this camp. There's gonna be over $1.2 billion subscribers for music. We'll get a breakthrough over the next five years, over 10 million subscribers, right? The combination of subscription sponsorship is gonna give us a billion-dollar-plus business. I wanna thank everyone for joining and open it up for questions please. Great. Thanks so much, Rob and the team here. That was really fantastic. We've got many questions that have come in. Again, if you'd like to submit a question, there's a Q&A box at the bottom of the screen. Please go ahead and submit your questions through there. We'll start at the top. The first one is just talking about the expected valuation of PodcastOne, how that was established, were there peer comp multiples involved, that sort of thing. Yeah, sure. When, when we made the determination, right, we did a bridge financing of $8 million at about a $70 million valuation, about a year ago. When we made that decision, part of that was that we would take PodcastOne public. Kit and the team, Kit did not walk through the rest of the team, but his team is world-class. They have over 50 years of experience in audio. His team from Stu McNamara literally ran Mel Karmazin's entire sales force. Has just done a brilliant job, and we've doubled the size of the business since we acquired it. It's now moving towards a really straight EBITDA positive, just like Slacker does, right? With that, we were forced to go out and get a third-party valuation in order to meet our NASDAQ requirements. The valuation came in at $230 million-$270 million. We will shortly name our banker. We'll be very proud to be able to do that in the next couple of days, and we hope to be trading imminently on that. When they came up with the valuation, that valuation has come off of all the acquisitions as well as the pricing in this industry from a technology standpoint as well as a revenue standpoint. The most recent transaction was only six months ago. SiriusXM bought a podcast business doing $10 million in revenues for $150 million in revenues. For $150 million in cash. In theory, we're at the low end of the range. Many of these deals have been buying from 10x-30x revenues. We've got, you know, we're the number 11 most drafted podcast network. We're number four in sales in the world with a great management team. I can't wait to hand the baton to Kit and his team and to be able to run that company. They'll still be reporting to me, and they'll still be reporting to our board, and I'll have an opportunity to acquire other podcast businesses, continue to acquire many podcasts that are out there. This is the biggest pipeline we've ever seen in the history of our business, I couldn't be more proud of the team. Great. Thanks, Rob. another question came in regarding how the dividends will work, the timing of it, the amount and that sort of thing. I'm going to give you approximates on this, but this is happening imminently, right? If you own 100,000 shares of LiveOne, you're going to get a dividend between 2.5% and 3% of that in shares in PodcastOne. Meaning for every 100,000 shares an owner has, you're going to get between 2,500 and 3,000 shares. We publicly said the deal was coming between $8 and $12. If you throw it in the middle of the range at 10, right? You're getting close to $30,000 of stock from that. Again, we'll be the only public podcast company in the world, right? We'll be in the forefront of that and the leadership of that. Just like Kit started this industry and learned under a gentleman named Norm Pattiz, who sadly has passed away recently, but trained this entire team and one of the great geniuses in radio and the great geniuses in podcast, Phil Westwind once who grew a multi-billion dollar company. I see the same success here and same opportunity, and I look forward to having the only public podcast business out there. I look forward to my shareholders participating in that. Great. Thanks. another question came in regarding the potential to spin out other pieces of the business and how would that affect LiveOne? What would LiveOne be left with, if that strategy continues? Yeah. I think that's an important question because in podcasts we're gonna continue to maintain a very substantial control position and consolidate those financials, right? This is just gonna give our shareholders an opportunity to participate in the second public company. We've announced with the success of this. Again, this is imminent that we'll start trading. We believe the same thing is gonna occur with Slacker Radio and with Slacker's numbers, right? As you look at our audio numbers we announced today, you could read between the lines and the podcast IPO that was filed in the S-1, right? You will see well over $50 million in revenues with the growth that we had last quarter. There's gonna be massive growth. If you take 40% growth, and that could be very, very low at this point. Take 40% growth, you take that public with over $15 million in EBITDA. That audio business throwing off over $12 million cash. This is the first time we've talked about cash flows, right? We've talked about turning it from losses to gains. Now we're starting to talk about cash flows. Soon in the near future, we'll talk about earnings. We have a massive NOL, over $200 million total across the company, well over $100 million at Slacker. Slacker's valuation, you know, has not yet been publicly established, but you can kinda put, you know, put a, you know, put your own numbers on it on those metrics, and it's pretty staggering. We see that happening very quickly. I think you'll see some updates on it. The minute PodcastOne goes public, we'll see that move forward with Slacker. Same thing with our pay-per-view business. Did over $28 million in revenue and $4 million in EBITDA. Pay-per-view has a multi-billion dollar upside. When we built this company, we locked up the rights to 2,500 of the biggest music events in the world. Unfortunately, as COVID hit, we were on a massive run with it. We had to pull back because Live Nation, AEG, and iHeart, and all of our partners were shut down, right? As that was shut down, what happened is the live business exploded and the pay-per-view side exploded. Now the audience is clamoring for it and demanding it. I see it just a gigantic opportunity to bring music festivals and music concerts and social media and other forms of pay-per-view across our platform. Brad and his team literally brilliantly built this technology. We gave him about 10 days, right, to put this up. You know, just in one day, we did 163,000 pay-per-views, to give you an idea. There's a lot of interest around it, a lot of strategic interest around it. You know, we see after Slacker doing the same thing with PodcastOne. All of them will be owned by the parent company, controlled by the parent company. They have these world-class management teams, and executives are on there. It gives us an opportunity to really expand our tentacles and use some of those board members, some of them free agents, to be able to expand into larger roles within the company. Great. Thanks. Just so everyone knows, this is record attendance that we're seeing here today, and we have a lot of questions that keep coming through, so we'll try our best to get to all of them. Please continue to submit your questions. We'll do our best to get to all of them. Rob, the next one is, can you walk us through the overall cap structure with all of the recent updates and how you increased cash and assets while paying down or converting debt and buying back stock? Can you walk us through the, you know, the full cash structure, debt, convertible, issued out warrants, options, insider ownership, all that sort of thing. Yeah. You make that easy, Jared. We just announced our cash is now up to $9 million from $6 million. Right? This is all while we bought back two and a half million shares of stock. We bought $1 million of the bridge notes back in PodcastOne, which were convertible at $3, and the deal is coming between $8-$12. Really happy to be able to do that. We'll probably buy additional. We talked about $12 million of cash flow this year from the core operating business. We're gonna talk a lot more about this as this year goes on. Our balance sheet is stronger than ever. We took out over $27 million of payables, and we've literally just converted all of our debt. My dear friend and partner, Jeff Ulrich, at Mercy, bought this, converted his debt at $2.10. I converted all of my debt at $2.10 to give us this very different balance sheet. It gives us an opportunity to intimately be able to lock in a conventional AR line that we've never had in this company to really grow the business. As I look at Kit grew this business almost double digits since we acquired it. No cash, right? Brad, literally, We've squeezed him, you know, as hard as we can, and yet we've grown that business from $20 million to well over $50 million and another 40% growth this year. Everybody here has fought hard with very little cash coming in a difficult environment, and proud to say that, you know, we look forward to the next big step. You know, adding a credible bank behind us and an AR line will give us the ability to buy more stock as well as be able to expand this business dramatically and look at our next acquisitions. We haven't done an acquisition in two years. We're due for one. As you can see, the acquisitions we've done have led to, you know, a world-class management team that is really humble and caring about their business, but also that we bought those businesses at the right prices and the right time. We've helped adapt to this as a board and a management team to help them grow and build. Okay, great. Question from the audience. The spin-offs will benefit LiveOne in a big way, and the company will still own large percentages, I believe. What will those percentages be approximately? Yeah. We won't give up. We'll control obviously well over 50% in PodcastOne. If you look at the filings, it'll be somewhere in the 75% range, 75%-80% range in that, in that area. I fully expect it, you know, in Slacker it'll be a very similar, you know, type situation. We love these businesses. We love the combination of businesses. You know, I love seeing Brad and Kit and Josh work together. It's the synergies. It's the sum of the parts here, right? As you put these together, they come as bigger than separately. They're all gonna continue to work together, and all of them will be control positions within the company. Okay. Another question. To quantify what the churn is for paid members and how that compares to say a year ago especially as it relates to cash flow. Yeah, I mean, I'll hand this to Aaron. I'll just give you 4,000 ft. We have the lowest churn in the history of the user business. We do have a big advantage and a unique advantage in that Tesla is our partner, and we're growing with them. Just to see their numbers today and the staggering growth in the number of cars that are hitting the road, we're built into their connectivity package, right? You know, I think our technology and our music is really, you know, perfectly set up from a standpoint of pricing. We're the Walmart of music subscription. We're a third of the price of any of our competitors. We've proven that relationship with our competitors, that we also have partnered with almost every one of them, from iHeart to Spotify to Apple to across the board. We stream our content across them. Aaron, why don't you talk about the churn for a second? Sure. I'll just add a little bit to what Rob said. You know, on the Tesla side, it's a, it's a very sticky proposition from our perspective. The only note I'll really add is, you know, what we're seeing is some of the older cars, you know, over eight years old, we're seeing those kind of start to move out now. We're, we're in that phase where I think the relationship is about nine years. You're seeing some of those cars churn out. Other than that, it's very consistent and no real difference to about one year ago. Great. Then as it relates to the annual revenue and EBITDA guidance, can you provide any seasonal factors you should think about, including known dates of tentpole events within that? Are there any non-music events like Social Gloves? That's a great question. In the, in that guidance, there's no tentpole events, right? That's just our core business. That's the current operations of the business across audio, video, podcasting, live streaming. With that, you could see some very dynamic pay-per-view events coming in the very near future. We chose to do as a team, right? We chose to buy back stock. We chose to consolidate the team, get the balance sheet way stronger and literally sit almost with the cash is in the bank, in that we've just proven that the tech team has built all of this great technology, through all these patents, and now we're seeing great partners coming to us that would like to use this, like Social Gloves did, where there was no risk to the company and it ended up being $10 million+ in revenues. They're coming to us now, and they're asking for our services, our full 360 services. The beauty of this flywheel is when we stream somebody's event, we get the beauty of is that all that traffic and audience comes to us, and we can convert them into subscribers. Great question. You know, look forward to, you know, very shortly talking about that expansion of our tentpole events. Great. Thanks. Rob, just to add on there, if I can very briefly, in terms of seasonality of the overall business, we always expect our Q3, and so that's the calendar Q4, being our strongest, and that's driven by, you know, merchandise and then, you know, the advertising cycle. Great. Thanks. Let's see. We've got a question. I think we answered this already, Rob, just in case, to repeat, when is the IPO for PodcastOne slated to happen, have you chosen a banker yet? Yeah, I mean, you know, I've got to be a little bit careful with my words in this, right? If you read the prospectus, we've just filed our updated prospectus, right? With very little changes in it. Our fingers are crossed that we could hear any minute now on that update. You know, the record date is the 20th. We're getting close to that. Fingers crossed and excited to launch imminently. Great. Okay, another question. You talked about the market for paid subscribers is expected to double by 2030. Outside of Tesla, what is the company doing to capture that growth and educate consumers on your product and how do you compete with the likes of Spotify? Yeah. I've probably covered this, but here's where we differentiate ourselves. One is from a technology standpoint, and not just the technology and all those patents and the team, what they do, but also the handholding, right? We truly are a partner with our B2B partners, right? Number two is we're the lowest cost provider. We're the Walmart, right? In a Walmart rig, we articulate our fluids around $3.50, right? Everybody else is raising their prices, right? Spotify, Spirit, all raising their prices. All the studies are showing they can raise those prices substantially. We wanted to keep the momentum going in these B2B deals and partnerships with very robust bottom lines to it, right? By keeping that pricing in shape. Number three is we're probably the only ones that are willing to white label our product. Meaning that anyone with 10 million to 2.5 billion eyeballs must have live and must have music. You're gonna see partnerships like Android Automotive, like Brad articulated before, across many different verticals with big audiences. They're gonna wanna have music and wanna have the flexibility from our licenses, from our technology, to be able to capture their audience and deliver the type of music they need. Just to play, you know, to tease this a little bit, you know, if a kids company, Nickelodeon, wanted to create a watch for kids, they don't necessarily need 70 million songs. They may only need three or five million songs that are just for kids, right? We could tailor those and create those. You're gonna see more and more B2B partnerships. You're gonna see more and more distribution deals, and really excitingly, you have the opportunity where podcasting is going is now with video, right? YouTube is spending a fortune on video. These verticals are growing fast, and it gives us so much tentacles for us to utilize our skills to be able to partner with B2B partners around the world across many verticals. Great, thanks. We have another question that asks to please talk more about expectations from the live event part of the business. We started our live events business, right? You know, you gotta live and learn. Fortunately, we bought out of the SFX bankruptcy. We bought a really exciting company called React. We bought it out of bankruptcy. We bought it for $2 million of unsecured debt. Brought in a good partner in it. We were really excited about it. This little thing called COVID hit, and it hit us hard. It hit us a month after we acquired it. The variants hit, then the second variant hit. We woke up and, you know, we were really excited. We launched Spring Awakening with a great festival in Chicago and EDC in Chicago and a thought leader in the industry. We got hit, and we had to move it again because of the variants, and we ended up doing it in October, and we got hit with a massive, huge electrical storm. The mayor called us in the middle of the night to go into a room and literally cancel and get all the people out of the stadium. We just decided that, you know, for us, it was great for us. Live music was interesting, but we'd be better off partnering with people who have real expertise in that business. We shuttered that business and walked away. You know, it cost us probably $10 million in that. It won't cost us again. Our live business is gonna be in conjunction with partners, in conjunction with the partners we've been partnered with for the last five years, from the like of AEG to Live Nation, 3 Arts, iHeart, and those independent music and media content partners who are really experts in that space. Great. We've got a question regarding the economics and what subscription costs are paid for podcasts and Slacker. Yes. We have a real unique model because this is almost all B2B. We get some customers, we get some consumers who become members and subscribers because of the massive audiences and communities we've built. We've had over 5 billion engagements in our live streaming, right? We've had billions of downloads across our podcasts. We've had hundreds of thousands of paid reviews. Across all those, they're amazing communities, but you're gonna get one customer at a time, and we're gonna get them because our creators and because we're so close to them. They're gonna hit their social media, they're gonna tell their fans to come listen or watch. We have not spent a single dollar trying to buy customers. That $80 a sub for us just doesn't work. You know, the articulated risk with our live business, you gotta learn from your mistakes in life. I own Caesar previously. Had a great run and turned into a great company. Caesar itself was so expensive that spending $80 a sub with 30% breakage, tough model. We've just added 600,000 subscribers, right? Without $1 of marketing. I want you to think about this for a second, right? If you listen to Spotify, you listen to nothing. They're gonna spend to get 600,000 paying subscribers. They're gonna spend about $80 a sub. That's $50 million. Right? Off Live Nation, you go to partner with audio companies, cable companies, satellite companies, social companies. You've seen partnerships with the likes of we're the first pay-per-view company ever on Facebook, right? You've seen us, you know, display our content across 20 million Samsung TVs. All of our traffic and audience is gonna grow from our creators and from our B2B partnerships with very little to no spending in marketing. Great. Next question. Where are you seeing the biggest growth coming from? Again, the biggest growth is gonna come from those B2B partnerships, right? It'll come from creators helping us get there. The more creators and the more original programming we have, the more distribution we have, the more B2B partnerships. I see a really exciting opportunity with the Android Automotive partnership to white label and to be a partner with other car companies. I see a great opportunity that we launched called Spring TV. There's no reason now that COVID's over, that all this live content is coming back, that we can't launch a cable or satellite channel. There's no reason that kid I know is smiling there, right, is humbly looking at the library of content he has over the last 11 years. We have a staggering amount of video. You could see a podcast channel across almost any network, any streaming platform. I think audio, video, live streaming, I think anyone with 10 million to 2.5 million eyeballs must have live and must have music. Great. Thanks. Question regarding Tesla. Any chance of getting rights to Tesla cars outside of North America? I mean, you know, we're going into our 10th year. Couldn't be more excited about it. Amazing partnership, right? The partnership has changed dynamically in that the consumer's now paying for almost every one of those cars and that it's built into their connectivity package, which includes mapping and music and internet and so on. I just don't see any cars not having that. Because we're the low-cost provider, and again, we've said we're $3.50 or lower, you gotta expect these discounts to Tesla, right? I see a big opportunity to expand overseas and, you know, a big opportunity to put our podcasts into the cars. Maybe there's even a dynamic opportunity in Elon, you know, buying Twitter. They're gonna need a music service. you know, I think we're the only ones that are really capable and willing to white label, right? We'd love to be Twitter Music, right? We'd love to be the Tesla radio in Europe and around the world. Really exciting opportunities and, you know, and growth opportunities across that relationship. Great. How sensitive is the consumer on prices in this environment? You know, without giving the name, you'll read about it soon, bankers who are, who will be announced on PodcastOne, because of their relationship to music, have done a massive study, right, on what the numbers look like, right? If you understand the publishing side where Josh is running, right? That publishing side is growing so dynamically and the EBITDA numbers have gone from 6 x EBITDA when I bought my first company in music called 32 Records 25 years ago. It grows so dynamically you could buy, you know, you can buy publishing at 6 times. Now you got to pay 15 x, 20 x. Bruce Springsteen sold for close to 40 x. The reason is the streaming numbers just keep going up, right? There's a dynamics work there. Great. This one is I think worth repeating. Someone writes: Hey, guys, explain it for the five-year-old. Even after the dividend distribution, LVO will still own PodcastOne, which will probably be worth more than the current LVO share price. You know, I've been in this position a few times in my career. It doesn't happen very often. We've always talked about and, you know, this memorandum that's been written, as you know, there are five analysts that cover the company, right? You know, Sean McGowan, who's covered me many times. We've had some amazing runs together. Just started covering with a $2.80 price. Some of it we broke down is the pieces of the company, right? In a very difficult, almost the worst microcap market we've ever seen, right? You have to look at different ways to achieve those goals for your shareholders, right? We're all here to make our shareholders money. As that spin out happens at $230 million-$270 million, and you'll see that pricing shortly, right? That's dynamically higher than the stock is trading today, right? I hope that that is going to help to inspire people to buy more LiveOne. It's inspired us, right? We're buying back stock, right? I personally bought back a lot of stock. I hope it's going to inspire people. The luxury is that if you buy quickly, you get a piece of PodcastOne, and if you don't buy quickly, you shortly will get a piece of Slacker Radio as well. I think this is gonna help tremendously. If it doesn't, we're gonna continue to buy back stock. We'll shrink the float, right? We'll shrink that outstanding and move closer and closer to where that cash flow we start to talk about earnings in next year. Great. We've got a question regarding the%, the dividend percentage. How was that determined? How does that compare to other spin outs that you've seen? You know, without giving too much away, right? It really comes down to how do you get to trade on a major exchange, right? What are the dynamics that you need to get there? We've worked through and Aaron has worked, you know, sleepless nights working on that algorithm and working together with the exchanges, with those major exchanges to understand what their requirements are, what is needed. We have well over 25,000 shareholders. The dynamics of that is you need odd lots. You need over 100 shareholders. You need over 250. There's a lot of math that goes into that. Aaron's done a just a brilliant job of putting that together. You know, I can comfortably say that we're really excited to start trading on a major exchange shortly. Very similar to LiveOne, you know, hopefully this will trade right in time for the Russell 2000 as well. Great. We've got a question regarding the PodcastOne IPO. How much money is expected to be raised? Yeah. We're not raising any capital in this. Right? We took all the capital we needed, right, in doing that bridge financing a year ago. Right? Right now we're in mode of buying back stock. We just bought back $1 million worth of our bridge notes. We're looking forward to buying another $1 million in a minute and a half, right? We're in buying mode, not selling mode. Right? Let's get this up and trading. Let's get it public, right? Let's utilize that to do the things that we're best at, right? We're a team, right, who's created $10s of billions in media technology companies off the backs of both buy and build. Right? I see a great opportunity for Kit and his team to be able to really grow acquisitions, both companies acquisitions in podcasting, but also dynamically be able to, what he's doing every day right now is take that pipeline of podcasts and acquire them that already have traffic and revenues. Great. Thanks. Just combing through all the questions here and apologies if I've missed any. Feel free to submit them again if you still have a question. We've got a couple of more minutes here, and then we'll just wrap it up. Let's see. I think we've gotten to just about all of them here. Okay. Follow up on international for Tesla. What is the challenge? It writes, to the music. Yeah. There's been a lot of challenges, right? Yeah. This is. Brad, I know Brad's gonna smile at this, right? You know, 20 years later, Slacker, $180 million spent by our partners, Columbia and Mission Road, before we acquired it, right? We spent a bunch of money on it, right? The world has changed, right? We had to take and position this as not just audio. We had to position it as audio, video, podcast, pay-per-view in a fully social immersion experience, right? While we were doing that and building for that unique technology, we also had to clean up $50 million of payables. We acquired the company with substantial payables owed to mostly to the music industry. Brad and Aaron and the team have just done an amazing job of working together with them. Fighting through some tough battles, even a hard lawsuit, right? With SoundExchange. We settled all of it. We're now in great shape. We don't have a single payable that is above $1 million and change, right, that's left anymore. We're really in the best financial shape in the history of the company and really growing those relationships with our partners. I think they're excited to grow with us. Adding Josh and his relationship to music and, you know, some of our board members and their relationship to music, I really see, you know, the opportunity to expand overseas. For anyone that has a subscription service, subscription services are typically 50% U.S., 50% overseas. 30% of our traffic is overseas, but about 3% of our revenues comes overseas. Tesla's number one in line, obviously, but it really is the overall growing globally and expanding those licenses. I think you'll see that either through your acquisition, merger, or just internal growth and expanding our relationships. You're seeing the likes of record labels taking stock. Universal took $10 million of stock at $2.12. Merlin, you know, another record label, took stock in our company. You know, as you get closer to them and you get a better balance sheet and, you know, we just look a lot better than we looked before, and we're proud of where we stand right now and look forward to growing those relationships. The minute we launch overseas, you know, could grow this business dynamically overnight. Great. Here's a good final question to wrap up with. Rob, why does the stock market not get your story? Everything sounds great, and you're getting stronger and better. What is the market not understanding? You know, I'll humbly tell you it's my fault, right? I got big shoulders. I got four children, so I'm used to taking a few punches, and I gotta do a better job. I gotta get out to. You know, I gotta get a bigger audience. As you know, this stock has had many lives to it, right? It's had massive runs to $7 to $10, many different times. You know, we gotta do a better job. We gotta get, you know, a broader audience. It's a tough market, but no excuses. I went through the exact same thing at Digital Turbine in 2008. My stock dropped to $0.40, and it took the better part of seven years to get it up to $100 and change. I think we have the same mousetrap here, but differently. We had three legs of the stool at Digital Turbine. For any of you shareholders with me riding that amazing run, in this, we have all four legs of the stool, right? We have world-class technology, world-class distribution, world-class management. What we have here today is we own a tremendous amount of IP. You know, I don't know how you value all of our IP. You know, Kit and I were, you know, spent hours the other day going through how much video content we have from the 11 years that have been collected from Mike Tyson to Shaquille O'Neal to Adam Carolla, just staggering amount of content. You know, it's very rare you have that. When you build communities like this, right, eventually that community will come. That community will come, and the same thing will come in the stock market. We are stepping up our IR program. You'll very shortly see me back out on the road, stepping up our PR, right? It just wasn't working for the last year, we'll announce a major PR firm, one of the most powerful in the country, coming into the IPO for PodcastOne and coming into the sold for stock of radio. We now have, you know, this great story to tell. We moved from a story stock to a growth stock to now a value stock. Our competitors are still trading at 3.3x revenues, right? We have one of the most successful platforms in this space. You know, a little dark secret now, we're one of the only ones that are throwing off cash, right? As you start to throw off cash, you see a lot of opportunities. Again, we'll keep buying stock. We'll keep trying every trick we can, you know, to get people back involved and back engaged and get this stock running back to 10. Great. We've got time for one more final question here. Do you anticipate any more partnerships with unique products? Oh, for sure. You know, I just, I just watched a video. Josh helped put together an amazing partnership with Jeremiah and Hardee's. They literally were launching the first-ever white wine for the Black community. He could not be more excited. He got to taste last night. He got to taste the wine. We partnered Jeremiah with a gentleman named Russell Bevan. Russell is the number one winemaker in the history of Napa Valley. Won 98-100 point wines in anyone in history. We put the two of these together, and it's just been a great combo. Last night was a, was a game-breaking night for this company where Jeremiah got to taste his wine, and you'll see that launch shortly. You're gonna see many different brands launch with our podcasters, with our music stars, with our social media stars. As you see these brands, you know, it's really wild to watch. We have so many social media stars inside of our community now who have 10 million to 100 million followers, right, from their own platforms. As you watch any one of these stars can take on an entire brand, right? You see what Logan Paul did. We put Jake Paul on stage. The first ever in history to put him on stage. You watch these kids. Logan Paul's energy drink just got valued at close to $2 billion, right? He used his podcast to drive that, right? We'll be doing the same. You'll see multiple products. That first one we announced, don't be surprised if you see another one announced any minute now. Very good. Well, I'd like to thank everyone again for joining. It's certainly an exciting time for LiveOne and the PodcastOne team, IPO-ing shortly. Rob, any closing remarks? Just finale is Kit just brilliantly closed the first $10 million deal in the history of the company. I see more of those coming. Josh just closed two acquisitions. That is a young man who's 26 years old that, you know, I truly believe he's gonna revolutionize publishing and change the entire $9 billion industry overnight. Brad is literally working on multiple different B2B deals like that Android and automotive deal, like the Facebook deal we did with platforms that have massive traffic. Couldn't be more excited about the opportunity, and I look forward to the next conference call as we announce our final numbers for this year shortly, as well as updating on the credit facilities we talked about and continuing that buyback. We're buying every day, and we'll continue to buy every day. Just wanna tell you I appreciate everyone. I know it's a difficult market. I appreciate your support. Appreciate the understanding on the tough time of this, and we're gonna continue to work hard. This is a team that, you know, breaks bricks and chops wood every day. I've never had a harder working team, a team that cares more. We're really a family here. You know, thank you for spending the time with us today, and I look forward to the next opportunity to speak to you. Great. Thank you very much, everyone. Appreciate your time today. Feel free to send any follow-up questions. You can send them directly to me at ksmith@pcgadvisory.com. Thank you again and have a great day. Great. Thank you. Thank you, Karen. Thanks for the great efforts. Excellent. Thanks so much, everyone. Have a great day, everyone. Bye-bye. Goodbye.