Hello, welcome to the LiveOne special update, including spinout of PodcastOne and dividend to shareholders. My name is Elliot, and I'll be coordinating your call today. If you would like to register a question during today's event, please press star followed by One on your telephone keypad. I'd now like to hand over to Aaron Sullivan, Interim CFO. The floor is yours. Please go ahead. Thank you. Welcome to LiveOne Special Management Webcast to provide a business update and some detail regarding the planned spinout of PodcastOne as a separate public entity, its direct listing on a national securities exchange, and the related special dividend to LiveOne shareholders. Presenting on today's call are Rob Ellin, CEO and Chairman of LiveOne; Kit Gray, President of PodcastOne; 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 each of LiveOne's and PodcastOne's filings with the SEC for information about factors which could cause each company's actual results to differ materially from those forward-looking statements, including those described in LiveOne's annual report on Form 10-K for the year ended March 31, 2023, and PodcastOne's special financial report under the cover of Form 10-K for the year ended March 31, 2023, filed by each company with the SEC on June 29, 2023, along with subsequent SEC filings made by each company. 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 investor relations website. Each company encourages you to periodically visit each company's investor relations website for important content. The following discussion, including responses to your questions, contains time-sensitive information and reflects management's view as of the date of this call, August 17, 2023. Except as required by law, neither company undertakes any obligation to update or revise this information after the date of this call. I'd like to highlight to investors that this call is being recorded. LiveOne is making it available to investors and the media via webcast, and a replay will be available on LiveOne's website in its Investor Relations section shortly following the conclusion of this 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 express written consent is strictly prohibited. Now, I would like to turn the call over to LiveOne's CEO, Rob Ellin. Thank you, Aaron, thank you everyone for your patience. This has been taken a little bit longer than we expected, but I couldn't be more excited than to be the first company listed on a national exchange. We expect our record date to be August 28th and to begin trading on September 8th. This will be the first company in history to actually list a minority stake, issue a dividend, and be listed on a major exchange. It took a little longer than we expected, but we're proud of the team, we're proud of everyone's hard work, and we look forward to beginning the trading. In the interim, we've had enormous success at both... Last quarter, we announced $10.6 million in revenues, up from $34 million in revenues. That puts us on a run rate to over $42 million. We've just increased our guidance to $42 million-$47 million, up from $34 million. In February, LiveOne received an independent third- party evaluation, where in the case that the fair market value of Podcast equity is between $230 million and $274 million. Let me give you a brief reason of the spinout and why PodcastOne will trade as a public company. Number one is our world-class management team. You'll have an opportunity to hear today from Kit Gray, between Kit, Sue, and Eli on our team that many of you have heard from already, we have a team that has over 60 years of history in the radio and podcasting business and has really pioneered the podcasting industry. As a creator-first platform, we continue to grow the number of celebrities, the number of podcasters on our network dramatically. This will allow PodcastOne to continue, as we've done with Kast Media. Kast Media had over 27 podcasters. We've just announced a few of them joining our network that Kit will describe. There are many more in the pipeline that we hope to move over, everyone from Logan Paul to Rob Dial to Whitney Cummings to Sarah Silverman. There's an enormous lineup of potential there that hopefully we can bring additional ones over. This will help to increase those revenues going forward. We also announced the acquisition of Fantasy Guru. This will add over $2.5 million in revenues and over $600,000 of EBITDA. PodcastOne will have a separate board of directors comprised of certain of the LiveOne senior management, certain current LiveOne members, as well as board members that previously associated with LiveOne. We feel strongly that the company is in the best position that it's ever been since we acquired it, when it was doing $20 million in revenues and losing over $5 million a year. With that, I'm gonna hand it off to Kit Gray to walk you through the exciting updates of the company and look forward to beginning trading in a couple of weeks. Thanks, Kit. Thank you, everyone, and I hope everyone's having a great day today. I appreciate your time. As you know, these are very exciting times for PodcastOne. ... I want to give you a little bit of a background on who I am and, and why I started PodcastOne before it was even PodcastOne, some 12 to 13 years ago. My background is in the radio industry and the digital sales industry, working for iHeartMedia and being a national rep manager. I realized as people like Adam Carolla and other personalities on air, like Howard Stern, started to move off the radio, that it was gonna be a challenging time for the radio industry, and I had to, to evolve as a salesperson and a professional. I started listening to podcasts. My, my now dear friend, Adam Carolla, was... Well, I was a big fan of him when he lost his job from CBS, and a friend of mine told me about his podcast. I started listening to it back when you had to actually download the file, drag it over to your phone or your- we didn't, we didn't have iPhones back then, so it's, it's changed quite a bit. When you were able to get the podcast and you liked the podcast, I knew that's the type of person that, as a salesperson, I would want to sell to. I reached out to Adam Carolla. He and I met, and we talked about the business, and we started working together. I was the first person to bring in the Stamps.com, the LegalZoom, the Untuckits, to the, to the world, the ProFlowers of the world, where they would see great results on what they call, you know, direct response campaigns, where the spot rates that they would be paying would noodle out, and they would make more money by buying the spots in, in terms of sales. From that point on, I knew there was a business. I started reaching out to others like Bill Burr, Marc Maron, CBS News, and other people like the Nerdist Industries, and selling their inventory and growing their businesses for them. I was fortunate to meet a legend of the... in the, in the Radio Hall of Famer, Norm Pattiz, who started Westwood One some 35, 40 years ago. Norm and I instantly hit it off and became not only partners, but great friends. Norm taught me a lot about talent management and how to actually build a business with ratings, research, and everything like that, to make advertisers very much comfortable with what we were bringing to them. Back in the day, no one knew what a download is. It doesn't equate to an impression, so we had to make metrics and understanding the ways that advertisers could actually potentially buy this, the medium. It was a crazy last 10-12 years, where we, we built the business having, you know, over 40 employees, hundreds of shows, and a, and a really strong network that would allow us to pretty much plan any advertising category, whether it's moms, kids, dads, whatever it may be, we had a network that could now reach that. The last 12 years, 10 years in the, in this space, the podcasting business has grown. More and more people have gotten into it, you know, the Amazons of the world, the Spotifys and the iHearts, and even the Westwood One and Audacy of the world have, have really invested heavily in the podcasting space. Some of those deals have worked out, some of them have not. Our business, it always has been, to be one that's profitable. When we joined LiveOne, when they acquired us some 2.5 years ago, 3 years ago, we had to be a profitable business to stay alive. We were in the middle of COVID, it's scary, different times, but it, it offered us a great opportunity to really understand the metrics of what makes this business work. We couldn't necessarily play in the Joe Rogan deals, where, you know, they're gonna have huge loss leaders, but, but it makes sense for them building a new business category. We could really only play in the place where we had to make money, and that has made us stronger, and it actually gives us a great opportunity moving forward. We all know the, the, the world and the, and the economic difficulties that are now presented in our country and our world. To let everyone know, the podcasting business is still booming. Advertisers are jumping in, spending more than ever because it works, like I mentioned earlier, and we're seeing different channels of growth. We're now seeing programmatic buys. We're seeing video. YouTube is very heavy into the podcasting space. That's allowed us to expand not only distribution, but it's allowed us to expand, you know, people discovering. We now have 360 sponsorships with social media packages, live shows, pay-per-views, merch, and even IP, which I'll get more into later. PodcastOne is currently growing, you know, and we're acquiring new shows, launching new shows, growing our existing shows, and looking at buying other companies, like Rob mentioned earlier, where we're buying assets of K ast Media and Fantasy Guru. Basic metrics for PodcastOne, we have over 200 exclusive podcasts that we work with on a very, very close relationships. We have 2.1 billion downloads that are happening annually, with almost 14 million monthly unique listeners. Just this past month of July, PodcastOne came out on the Podtrac ranker as number 10. We're ahead of such companies as Paramount, Fox, and CNN. We have over 200 advertisers, that list is growing every day, with many of them being Fortune 500 companies. Many, as we know, have seen these, these Super Bowl commercials for Squarespace and Untuckit. Well, all those advertisers, they started in the podcasting space, gave them a great base for growth and ROI, and, and they won. The basics of podcasting, so you guys can understand what our business model and how we work. PodcastOne has designed our business where we exclusively control the distribution and sales rights of all our shows. PodcastOne shows are distributed through the likes of Apple, Spotify, iHeartMedia, individual platforms like adamcarolla.com.... A&E.com, PodcastOne dot com, PodcastOne TV. We have a great relationship with the Slacker team here at part of LiveOne, where we're the only podcast company that's exclusive into the Tesla Slacker Radio program, which has 1 million subscribers on it. We have YouTube, which has just jumped into the space heavily over the last 12 months, and we have a big presence on that, where many of our big shows are broadcasted not only in audio, but now on video on YouTube. Basically, we wanna go wherever a listener can go. It's important to understand that we control the feed that goes to all these places. That feed is very important because that controls the advertising inventory, it, and it controls the targetability of advertisers and posting and everything like that. Again, we control that exclusively, but it goes to all these different places for consumption. We have our own studio in Beverly Hills. Many of our shows are produced from there, and also all around the world. As you know, you can bring a computer and you can do Zoom anywhere in the world now, and technology has really advanced the podcasting medium for the benefit of that, and that has helped us, and it has allowed our talent to go meet people all over the world to do amazing, great interviews. Our model is specifically built on revenue shares. That's how it's been forever, where basically we do what we do, the talent does what they do, and we split the revenue. In some cases, there are minimum guarantees to help with revenue share, you know, and making sure our margins are higher, but that's basic the basic model of our business. We also have an advantage at being a network in the sense that any unsold inventory allows us to be used for marketing. If we're launching a new show, as we are, in many, many cases, we have the ability to use that unsold inventory to market that podcast, make sure it's a hit, and, and it's a very cost-effective medium to get to podcasters to listen to a new show. Management team, we have, what I would say, the best in the business, and I judge that not only by just knowing who they are, but when I look at our show list and our top 25, 30 shows, many of those shows have been here for 7, 8, 9 years. we couldn't do that if it was just me. We have the, an amazing team. Eli Dvorkin, who has been with me since day one, and was with Norman Pattiz at Westwood One for years, runs our talent, talent acquisition team, and he's tremendous. Sue McNamara, who is a dear, dear friend, has worked with us for 4 years as our CRO. She leads our sales team. She's based out of New York City, manages 10 plus sales reps across the country, works a lot with our talent to make sure they're doing what they need to with advertisers. We have two heads of production who are world-class, in Stacey Parra and Alistair Walford, who runs the production, not only for the radio, for the podcasting shows, but also for live events and, and so forth. They do an amazing job. The company also has a really unique offering, just like the Amazons and Spotifys of the world when they spend hundreds of millions of dollars on Art19 and Megaphone, which are hosting platforms, we have our own. We work with a company called Nox Solutions, and we're tied into AdsWizz, which is owned by Sirius XM. This AdsWizz is a dynamic ad insertion company, where basically their sophisticated systems allows us to serve ads to not only current listeners of current podcasters, but go back and monetize old episodes. If you just found out about The Adam Carolla Show, and you wanna go listen to when he had, you know, Ray Romano on 1 year ago, well, you can go back and listen to that, and we can actually monetize that impression. It also allows us to do behavioral targeting, geotargeting, as well as time-sensitive campaigns. This puts us in the space where you need to be as a digital advertising company and attract those media dollars. We also have what we call a long tail system called LaunchPad. LaunchPad has over 1,000 shows. What we do for that is anyone that wants a podcast, they can go on and have free hosting on LaunchPad. Many of our competitors charge, you know, $19-$20 a month, whatever it might be, but we give it to them free, and we take care of all the hosting fees. In return, we get the ad revenue that comes through there, as well as any open inventory for marketing our new shows. That is. There's huge potential there to expand and grow that in the future. Our PodcastOne roster includes the likes of Adam Carolla, Lady Gang, Jordan Harbinger, Kaitlyn Bristowe, A&E with the Cold Case Files and I Survived. We're also, as Rob mentioned, we have some really great new acquisitions. One of our top 10 shows we just acquired back in April when it only had 20,000 downloads, is a show called I've Had It. These are two women from Oklahoma, or one is an interior design- runs an interior design firm, and one is a an attorney. They started a show, again, back in April, had 20,000 downloads, we are now sitting where they're at 125,000 downloads an episode. They were just on the Today Show last week, this, this show alone will generate over seven figures for us in, in this calendar year. As Rob mentioned, we've acquired some of the Kast Media assets, we look to acquire many more of those, as he mentioned. Two of them, or, or two big properties that we've gotten so far, one would be Some More News, with over 500,000 video and audio impressions weekly. This is a big get. Again, a $7-figure show for us. We also acquired Brendan Schaub. He has three programs, which one, they, they are The Fighter and the Kid, The Golden Hour, and The Brendan Schaub Show. He's over 1 million in video and audio impressions a week. These are tremendous opportunities because we were lacking as a network in that, those two categories, and, and this is what rounds us out quite, quite nicely. We're actually launching a new show, or I'm sorry, a, the second season of Bad Bad Thing with, with host Barbara Schroeder. She wrote and directed the Netflix hit documentary, Evil Genius. The first season of Bad Bad Thing was a tremendous hit for us, we look forward to launching that in the next couple months. We also are launching another show that has tied to IP, which we spoke about earlier, which is called Varnamtown. That's gonna be hosted by Kyle MacLachlan and Joshua Davis. It was produced with Patrick Wachsberger, who's known for CODA, The Hunger Games, and Divergent. We're working with Epic to launch those. That will launch in October. We're really excited about that story and, and having the IP around that, so that, that should be great. We mentioned quickly about our acquisition strategy. We have over 100 shows that we're in talks with on different levels to acquire. Again, I mentioned Eli Dvorkin and his talent acquisition strategy. He works with all the major talent agencies in town, from UTA to WME to Gersh and many more. We also get a lot of our podcast acquisitions are from our current podcasters who just love our relationship so much, know people that are at different platforms, and tell them to come over to us. We have actually a revenue share model with them on that as well. We have a really good strategy in acquiring the shows. One of our advantages as a company is that we have basically developed these financial models and have a really good understanding of where the advertising dollars are right now. When we go in and we're presented a new show or we're looking at a new show, we know the numbers that we need. We know that the audience type, we know how they're doing in terms of performance for direct response rates. Are they getting renewals? Are they getting higher rates? Are they getting advertisers? Are they canceling? Are they brand-friendly? We have our own proprietary formula, where our team looks at every opportunity that comes down, and we know exactly what, where we can actually kind of hedge our bets to make as much money and, and make sure the margins are where we need them to be. That, that formula is really our secret sauce. It's really what we call, like, a Moneyball game and allows us to, to be, you know, advantageous in making really smart deals and not getting ourselves in some of the, the hot water that some of these other podcasting companies have, have, unfortunately taken on over the last 6-12 months. The current, current state of the industry, this offers quite an opportunity, right? There are many, many, many big shows out there that are not- they don't have a good home. Either they had a great deal initially, and no longer, those deals are no longer available based on the state of the industry, or maybe, some of these podcasting companies have grown too fast, too quickly and can't manage it. This allows us such an advantage to actually go out there, make smart bets, now use PodcastOne stock to actually acquire some of these programs. That's kind of where we are in the acquisition stage. Rob quickly mentioned about Fantasy Guru and how they have 24,000 subscribers with, you know, an average revenue per user around $8, and a really strong EBITDA and some strong revenue numbers on it. As we know, the fantasy sports world is, is crazy. If you talk to anybody or any of your friends, I'm sure you're all doing your fantasy drafts right now as you get ready for, for NFL football to start. Well, we see this as quite an opportunity. We will help them create bigger podcasts, different categories of podcasts beyond just the NFL. We'll use our network of, you know, 14 million unique users to introduce them to the Fantasy Guru community and their resources and grow their subscription base. We're really excited about that opportunity. We also work hand in hand with the Slacker team, which is part of LiveOne. This helps with our efficiencies on our hosting platforms and our CDNs and all that type of stuff, reporting and back-end stuff. We also have this great amazing Tesla relationship again, where Slacker Radio is in all the Teslas, and right in the front, you'll see our podcast there, which is really a unique opportunity for us. They also help us with pay-per-view events and live show broadcasts. It's been an amazing relationship with them and a, and a really great fit. At, at the end of this, that's, that's basically all I have to say today. I'm sure you guys have some questions. I'm happy to answer them, but I'm gonna hand it back to Rob Ellin to wrap this up. Yeah, thanks, Kit, great job as always. You know, we're. This is a really exciting time for the company. The senior management have all just extended their contracts long term. Couldn't be, couldn't be more excited and proud of this team and the direction they're going. That $42 million-$47 million has a lot of room in it, as I said in the last conference call, and you can hear from Kit the type of shows that we're signing. This is that opportunity that sort of the perfect storm is happening, where there's an opportunity to acquire existing podcasts, create our own podcasts, as well as acquire additional companies. We've got a pipeline of over 10 additional acquisitions that we're carefully looking at, and if they're super accretive, like the cash in the Fantasy Guru deals, we will be very aggressive-... continue to grow that, it's a big part of the reason that we're taking the company public. For all of our shareholders, that record date, the twenty-eighth, it is coming, and it's coming quick. That'll be the last opportunity where you will receive a dividend. That dividend is about 19%, so the parent company will remain in control position with over 81% of the company. Our shareholders will get the benefit that, as an example, for every 100,000 shares you own, you will get approximately 4,800 shares. We didn't give the exact price today, but Nasdaq must be over $8, right? We've said between $8 and $12, and we're really excited that that fits right within the range of that $230 million valuation provided, and really excited where it's going, really excited the direction where it's going, and I'd like to open it up to any questions, any thoughts, and try to help you guys with that, with any clarity. Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If you would like to withdraw your question, please press star followed by two. When preparing to ask a question, please ensure your device is unmuted locally. First question comes from Sean McGowan with Roth Capital. Your line is open. Hi, guys. How you doing? Good to hear you again, Kit. A couple of questions, if I can. On LaunchPad, I think you said that do you keep all of the ad revenue initially, you know, if you help them get launched, or is that just a much more favorable share? Could you elaborate on that a little bit? Yeah, sure. No, no problem. Yeah, so, so basically, they, they, these, these people get free hosting, and what happens is, you know, if they have 100 listeners or 5,000 listeners, we actually keep a good eye on it, right? If we see that something's growing or, you know, we've actually done a, a contest, where we've really had, like, the LaunchPad show of the week or show of the year, and it, it moves up into what we call the big leagues, and then we can, you know, craft a real deal with them and put a marketing budget around them as well. The long, the long and short of it is that there's digital ad insertion breaks in all these podcasts that are on LaunchPad, and we get all of the revenue that comes through there, 100% of it, just on the programmatic stuff, or if we even sell into it, we would get 100% of that. If there's open inventory in there, we, we have the ability to use that inventory for marketing new shows or whatnot. Okay. what typically happens in the case, whether it's a new one or, you know, a show coming over from somewhere else, where the show reaches a lot more success? What typically happens to the terms? does the talent just, you know, demand a more favorable revenue split? Yeah, yeah. You know, most of our deals are 2-plus years with, you know, auto, auto renews. We have, you know, favorable termination clauses, so if, if it doesn't work out, we, we can get out and not waste our time on something. Yeah, that typically happens, right? As, as the show gets bigger and, and finds its path, they typically have more leverage when it, when it comes to negotiations down the road. That being said, you know, we, we, we really do believe in what we do. You know, as a company, we have an unbelievable sales team, we have a marketing team, production, we have the back end. We do, we do everything really, soup to nuts. You know, yeah, maybe you might get a little bit better of a rev share from another company, but you're not gonna get those resources that I just talked about. Our job is to create relationships, show them how good we are in those years, and, and show them our value, to try and keep the margins up as, as, as much as we can. It's constant churn, right? Our, our bottom, you know, 10, 20% of our shows, we're, we're moving on from, and we're bringing new ones in that hopefully, you know, fall in our top 10, right? And we're making more money and have better splits, splits on. We're constantly looking at that and, and making sure our funnel is strong and we're bringing in, you know, new shows at favorable margins. Okay. one more, and then I'll get myself back in the line here. that bump that you talked about, I think you said the show was, We've Had It. How typical is that bump? Yeah. Are you calling that out because it's unusual, or you're calling it out because it's exemplary of what the, the kind of bump you usually see? I call it out because it is a-- it is unique. That, that was a fast growth. It has a lot to do with, one, they do a tremendous job. They're very talented people. Two, it, it has a lot to do with, you know, our marketing, right? Making sure they have the resources to get the word out. We've had them on a ton of our, our podcasts. We do all the talent booking, so, you know, we've had some great talent, talent come on their shows. In turn, we've also gotten them on a lot of big shows, too. It's, it's just a proof of, like, we use our system, they want it just as much as we want it, maybe even more in terms of success, that, that it works. They, these, these two women really tackled into the TikTok world and found some great success and growth on that side of things, and yeah. That is a little unique, but it's not, it's not irregular. I mean, this happens where, you know, if we see 10%, 15%, 20% growth on some of these shows on initial come over to our network, just based on the first, you know, 3 or 4 months of how we, we, we, we react here, that's a, that's a big success. You know, this one, this one's really big. It's, it's, it's great, but I think it's, it's, it's one that we're kind of replicating with all our other shows, you know? Yeah. Kit, if you don't mind answering that, just talk, talk about, Kit, if you don't mind, talk about our community, specifically in that why our female community and how powerful we are in the female community to really grow, and that's why the show really took off. Yeah. Look, you know, the reason why I, when I started the company, Norm and I actually went on, like, a bit of a roadshow to all the major advertising agencies in New York and Chicago, San Francisco, and L.A. Every single media, major media buyer that we had relationships with and would see us all said, "You know, go, go get us moms," right? What, what the trend with podcasting is, you know, initially it was comedians, mostly male listeners, right? Sports, a lot of that. The females, they typically follow a little suit, a little bit later than the males do when it comes to this stuff for their tech adoption and so forth, but they dominate it now. I mean, when you look at the female shows that are out there, the consumption by women, whether it's, you know, The Housewives content, or I've Had It, or, you know, talking about The Bachelorette, or just, you know, great, great accomplishments that women are doing in business, that. Those communities have grown tremendously, right? I mean, you're, you're seeing, you know, two women from that show that, you know, both have successful careers. One is a powerful divorce attorney in Oklahoma, and one running a big design firm, right? They don't wanna do that anymore. They wanna do this podcast, and they're gonna have the ability to do that. Nonetheless, we built our network where we'd be supporting, you know, a huge female female network. We can go to advertisers that it's easier for us to sell, it's easier for us to monetize. Typically, women have the majority of the money in the household to spend. That's, that's worked out really well. Then when we launched these new female shows, we had such an advantage because we've got this community of, of, of hundreds of, of female shows and millions of female podcast listeners already, so it gives us a real advantage. Okay, thank you. Sure. We now turn to Jon Hickman with Ladenburg. Your line is open. Hi. Aaron, maybe this is a little bit boring question, but can you walk us through how many shares are gonna be outstanding in PodcastOne? Then 90% goes to the current shareholders. Who's gonna own the rest? That's. Hello? laid out in the, in the registration, Jon. Sorry, can you hear me? Yeah. Yeah, great. The, the number of shares specifically is laid out in the registration statement. There is, you know, the, the, the dividend is, is one component of it. There's also some bridge notes that will convert. That's another component of it, and then the remainder will be held by, by LiveOne. There's also a small, you know, employee equity plan as well, and that kind of rounds out the, the, the ownership. That's all total number is gonna be approximately? It's. It'll be- approximately $20 million. Sorry, Rob, go ahead. Yeah, no. There'll be about 23 million shares, Jon, outstanding. Okay. The float, the float will be tiny, right? The float will be spread out amongst 25,000+ shareholders, right? There'll be around 3 million shares in that range, right? That clarity will come, you know, in the next 10 days or so, will be the exact number. As you know, as you know, you know, Nasdaq, in order to meet Nasdaq, you have to be approved and accepted over $8 a share. Okay, thank you. Our next question comes from Leo Carpio with Joseph Gunnar. Your line is open. Good afternoon, Kit and Rob. Congratulations. I have a couple of quick questions. First question is, you had mentioned that you're in conversations with about 100 different talent. Could you give us any color in terms of this is 100 talent out of how many conversations you're having? Is it hundreds or thousands? The second question is, given the industry environment, are you seeing any rival networks that are in trouble right now, like ones that are in your range, size, or smaller, that could be possible targets in the next 8-12 months? Thanks. Yeah. On the pipeline, I was saying this is well over 100. It's the largest pipeline we've ever had in the history of the company, a lot of that is, is that Spotify's walked away from a lot of this, right? As they publicly announced, right, the head of content away. This is really, this is where we strive, is by being a creative-first platform and really having a hands-on, white glove experience, right, with that talent. That's what Kit, and Sue, and Eli, and the team do best. In terms of acquisitions, very much like Kast Media, there's really not a home for these small, you know, podcast networks now. There's a tremendous amount of great talent and a tremendous amount of really interesting podcast networks that fit within, you know, our range, that are targets of ours. As of right now, we have over 10 right now that are very much in the works and looking at that fit, you know, both super creative to us, as well as the as the right talent to fit in with us. We're really excited to continue to look at acquisition, like Kast and Fantasy Guru, and fully expect that there'll be more coming shortly. Okay, just one last question. Have you seen any change in your advertising rates? I mean, has the economy been any impact, or it's just things are good right now? Thanks. Yeah, that's a good question. The rates on our top shows are remaining strong and continuing to grow. You'll see anywhere from a $25 to even a $70 CPM, depending on some of the shows and what we're actually doing with them. What you'll see in the space is that more advertisers are coming into the space, but not paying those premium CPMs, like I just mentioned. They're leveraging that programmatic world, right? Where you're seeing that, that DAI inventory that I kinda mentioned about. Bigger brands are looking for more efficiencies, but still the quality audience that you get from podcasting, and they'll use more like their radio spots, right, that you would hear on the radio in the programmatic buying space. You're, you're really looking at, like, an $8-$9 CPM in that world. You're not getting the Adam Carolla saying, "Hey, I, you know, I use Castrol in my in my BMW," or something like that, right? He's that's, that's what you're seeing. You're seeing a, a little bit of shift in the sense that there's just more advertisers just spending smaller rates in different inventories, which is a good thing for us. All right. Thank you, and congratulations. Thank you. As a reminder, if you'd like to ask any further questions, please press star one on your telephone keypad now. We have a follow-up question from Sean McGowan with Roth Capital. Your line is open. Hi again. A couple quickies for Kit and then a couple for Aaron. Kit, when you have a show that maybe was produced without the intentional commercial breaks, how, how do you, you know, how does your program know where to put the break? How does it know if it's an appropriate commercial to insert at that point? That's a, that's a good question. Okay, each show's a little different, right? But we pretty much have a producer that is responsible to work with the hosts on where those breaks will be, you know, in the shows. Again, they're not live for the most part, right? These are, these are, you know, prerecorded, and then we go back in and, and we find the right breaks, you know, during the times of the conversation and say, "Right, here's a good spot for this, and here's a good spot for that." We have, we have, you know, strategies on positioning certain advertisers in certain places for sure. That's, that's a big thing that we talk about with our production team on a weekly, monthly basis. That has to do with, you know, certain types of advertiser responses that we need and, and so forth. We're, we're, we're very tied into that. You know, some of the new technology that we've developed over the years that, that gives us really an advantage over some of our, our networks is that we have the efficiencies now where we can actually pull these embedded advertisement rates. If you hear Adam Carolla again talk about Castrol and putting it in his BMW, and how it makes the engine run, blah, blah, blah, a month after, 30 days after that actual podcast is heard, or aired, we can pull that advertisement out and put these DAI markers in there. We don't have to do that with, you know, with people anymore. This is done just by efficiencies of technology. It gives us a lot more advertising inventory to, to go out and monetize yet again. It, it's a whole process on how to do it. It's, it's, it's-- you know, it goes back to building radio shows and understanding advertisers and what they want, and then working with the talent and the producers to make sure we do it the right way. Okay, thanks. You know, maybe over a beer one day, I'll tell you some funny... I listen to about 25 different podcasts, and some of them do this very poorly. Yeah some do it quite well. Aaron. Yeah. a couple of other questions. What, could you repeat when you expect those two acquisitions that you've announced, Kast and, and, Fantasy Guru, when, when do we expect them to close? Cast, it's kind of a rolling close. We are acquiring shows, you know... Oh, right. ... certain shows from them. That's, that's kind of ongoing. And then, Fantasy Guru, you know, we, we expect, you know, in the next couple of weeks to be able to close that one. Okay. Going back to your call the other day, these, these, the revenues from whatever would come with them is, is not included in the guidance. Is that right? correct. Fantasy Guru is not included- Correct in the guidance. Yeah. Correct. Okay. Last question. The, you know, I have a, I have a model that's been tracking the share count, you know, going back to the earlier question on share count. What is the current level of the bridge notes that's outstanding today, and do you expect that to be the same level as of the 28th? No. No, Sean, Sean, what happens is there's $2 million left. We bought back $3 million. As part of our, you know, cleanup of the balance sheet, we converted all of our debt at $2.10, including with Harvest and NorthStrive, right? Myself. We paid down $3 million in the bridge note, right? We also bought back almost 3.2 million shares of common stock, right, in the open market, and we're continuing that buyback. We have about $4 million left to buy in that buyback. Right? We just reported yesterday, you know, our highest cash position, even though we spent almost over $6 million in buybacks, we had about $9 million in cash as of yesterday, and $27 million in short-term assets. So the additional $2 million bridge will convert into common shares as part of this, so that'll go away. Okay. I, I, I just wanted to get the update on how much of that was left. I knew you had paid down 3 years ago, if there was any additional, you know, since... You don't expect any more to be paid down between now and the closing date, I mean, the record date? I mean, we, we would if they wanted, but my guess is, my guess is they're not going to want to do it, right? Yeah. Um. We've got some really good, we've got some really good investors in here and really good people. It just took longer than we thought, and the process of getting through the regulatory approval, and, yeah, this is the first time ever done in history, right? You've known me a long time, Sean. I mean, this was a tough one, right? We had to get through really everybody understanding the structure we did here, and it's very much like a John Malone type spin-off, where the control position is still at the parent level. It took longer than we thought, and so we've been buying back those bridge notes, and I, I would suspect that they're going to stay in. We certainly would be happy to buy them back if they choose to. Okay. All right, thanks a lot. Good luck. This concludes our Q&A. I'll now hand back to Robert Ellin, CEO and Chairman, for any closing remarks. I just want to thank everyone, and thank everyone again for the patience. You've gotten the opportunity now to meet Kit, and you'll get to meet the rest of the team. This is really, really explosive, substantial management team with a career history of delivering hundreds of millions to billions of dollars in revenues across radio and podcasting. That brand, PodcastOne, started from Westwood One with Norm Pattiz. We've adopted that brand. Norm was one of the great geniuses in radio and created in Westwood One and then PodcastOne with, with Kit. We've adopted that with LiveOne, and we have a lot of work to do, but we fully expect, as I said in the last call, that we will be, by 2027, well over a billion-dollar company. I think we have tremendous upside in each of our audio businesses, the podcast business being public on its own is going to give Kit and Sue and Eli the ability to flex some muscles, to continue acquisitions of both podcasts as well as acquisitions that are super accretive. It'll also give them the opportunity for those second windows that we've touched on, you know, with the Patrick Wachsberger of the world, who not only did he win an Academy Award for CODA, but he also did Twilight, and, you know, he's done, you know, well over $20 billion worth of, with the movies. We think there's a real opportunity in podcasting to move this from podcast to podcast. That video, which Kast Media is helping, our number is tremendously on the video side. We think there's an opportunity that this first show will be a, a, a thought leader into moving into television and film, right? Not when we produce them, but we get paid a lot of money by selling those to the Netflix and the Amazons and the world as they mature. We're also moving more and more to live shows. We just had Adam Carolla did pay-per-view. Our tech team is, is built for live streaming, for pay-per-view, for NFTs, for digital meet and greets. We think there's a huge opportunity there, and you see Brendan signing recently. You're gonna see a lot more comedy on our network. As comedians, really, I think there's a huge opportunity in live. Then you're gonna see, for the first time ever, you're gonna see, like we've announced with Jeremih on the music side, you're gonna see us own and distribute products through our merchandise business, right, in conjunction with those celebrities. I think there's just, you know, a real opportunity there. As I've talked about before, the TAM for podcasting, right, has gone from $400 million to $1.4 billion. It's going to $5 billion-$10 billion quickly, and we're gonna be a piece of it. We're gonna get, we're gonna get a slice of it, and this team is the best in the world at doing it. Thank you, everyone. I appreciate your time, and I look forward to starting trading on, on the 8th. You know, you got, you got a few days left if you want to own the podcast shares, you know, through the dividend, right? You only got a few days left in it. Thank you, everyone. Appreciate it, and look forward to the next call. Ladies and gentlemen, today's call has now concluded. We'd like to thank you for your participation. You may now disconnect your line.