Audio Division Revenue of $64M and Adjusted EBITDA* of $15M for Nine Months Fiscal 2023 with Q3 Fiscal 2023 Revenue of $22M and Adjusted EBITDA* of $5.1M
Raises Company Guidance for Fiscal 2023 Adjusted EBITDA* to $11M - $12M
Company has Filed S-1 for PodcastOne Spin-Out
Record Growth of 553K+ New Paid Members Over the Previous Year - a 40% Increase – Now Passing 1.95M Paid Members with Total Members at Approx. 2.8M**
LiveOne Debt Holders Recently Exchanged $21M of Existing Debt for Preferred Shares Convertible at $2.10 Per Share
Expects to Commence Expanded $2M Stock Repurchase Program
Short-Term Assets of $27.7M and $8.5M of Cash
LiveOne Plans to IPO Slacker This Year
LiveOne's Senior Management Will Host a Live Conference Call and Audio Webcast Beginning at 10:30 A.M. ET on Thursday, February 9, 2023

LiveOne ((LVO), an award-winning, creator-first, music, entertainment, and technology platform, announced today its operating results for the third quarter ("Q3 Fiscal 2023") and first nine months ended December 31, 2022 ("9M Fiscal 2023").

In 9M Fiscal 2023, LiveOne posted consolidated revenue of $74.1 million, as well as Contribution Margin* of $25.6 million. LiveOne posted a net loss of $5.3 million on a consolidated basis, or $(0.06) per diluted share for the same period. LiveOne's Adjusted EBITDA* in 9M Fiscal 2023 was a record $9.4 million. In 9M Fiscal 2023, LiveOne extinguished approximately $16 million of payables. The company ended Q3 Fiscal 2023 with $27.7 million in short-term assets and $8.5 million in cash.

LiveOne's CEO and Chairman, Robert Ellin, commented, "Over the past year, we have been laser focused on optimizing and streamlining our operations, led by our audio business, which includes Slacker Radio and PodcastOne. The combination of improving Contribution Margins*, coupled with over $30 million in annual expense and overhead reduction, is resulting in record operating results."

Mr. Ellin continued, "We are excited about the continued strong growth of paid memberships coming largely through B-to-B partnerships, including our nine-year relationship with Tesla. We expect our strong operating performance to continue for the foreseeable future led by our Audio Division and for it to collectively achieve revenue in excess of $88 million in Fiscal 2023 and generate more than $18 million in Adjusted EBITDA*."

Separately, LiveOne previously announced that its board of directors has authorized it to expand its stock repurchase program by up to an additional $2,000,000 worth of shares of its common stock to be repurchased from time to time. Since April 1, 2022, LiveOne has repurchased 2,000,000 shares under the program. The authorization to repurchase will expire on December 31, 2023.

The timing, price and actual number of shares planned to be repurchased under LiveOne's expanded stock repurchase program will be at the discretion of its management and will depend on a variety of factors, including stock price, general business and market conditions, and alternative investment opportunities. The repurchase program will be executed consistent with LiveOne's capital allocation strategy, which will continue to prioritize growing LiveOne's business. The expanded repurchase program is planned to be implemented subject to LiveOne obtaining applicable approvals and consents.

Recent and Q3 Fiscal 2023 Highlights

Paid members as of February 7, 2023 was 1.96 million, a net increase of 553,000, or 40%, as compared to the prior year. Total members including free ad-supported memberships was approximately 2.8 million at February 7th, 2023.**
LiveOne's wholly-owned subsidiary, PodcastOne, posted record 9M Fiscal 2023 revenue of $25.8 million as U.S. unique monthly audience surpassed 14 million.
As previously announced in January 2021, with the assistance of J.P. Morgan, LiveOne is continuing a process to explore strategic alternatives to enhance shareholder value. Potential alternatives may include, among others, a strategic acquisition, divestiture, merger, sale or other form of business combination. There can be no assurance that LiveOne's efforts will result in a specific transaction or any particular outcome or its timing.

Q3 Fiscal 2023 and 2022 Results Summary (in $000's, except per share; unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2022			2021			2022			2021

Revenue	$	27,309		$	32,895		$	74,063		$	93,586
Operating income (loss)	$	(574	)	$	(9,668	)	$	(1,324	)	$	(29,592	)
Total other income (expense)	$	(2,606	)	$	(1,863	)	$	(3,913	)	$	(5,518	)
Net income (loss)	$	(3,191	)	$	(11,791	)	$	(5,252	)	$	(35,078	)
Adjusted EBITDA*	$	3,043		$	(4,834	)	$	9,435		$	(8,655	)
Net income (loss) per share basic and diluted	$	(0.04	)	$	(0.15	)	$	(0.06	)	$	(0.45	)

Q3 Fiscal 2023 Results Summary Discussion

For Q3 Fiscal 2023, LiveOne posted revenue of $27.3 million versus $32.9 million in the same period in the prior year. The decrease was largely due to decreased event/ticket revenue as LiveOne made a strategic decision to forgo producing or investing in any large, capital intensive tentpole or pay-per-view events until its fiscal year ending March 31, 2024 ("Fiscal 2024"). Audio Division had record revenue of $22.0 million in Q3 Fiscal 2023 compared to $19.1 million in the same period in the prior year.

Q3 Fiscal 2023 Operating Loss was ($0.6) million compared to a ($9.7) million loss in the third quarter ended December 31, 2021 ("Q3 Fiscal 2022"). The $9.1 million decrease in Operating Loss was largely a result of improved Contribution Margins* along with reduced operating expenses.

Q3 Fiscal 2023 Adjusted EBITDA* was $3.1 million, as compared to Q3 Fiscal 2022 Adjusted EBITDA* loss of ($4.8) million, an improvement of $7.9 million. Q3 Fiscal 2023 Adjusted EBITDA* was comprised of Audio Division Adjusted EBITDA* of $5.1 million, Other Operations Adjusted EBITDA* of ($0.7) million loss and Corporate Adjusted EBITDA* of ($1.3) million loss. Audio Division Adjusted EBITDA* of $5.1 million was driven by improved Contribution Margins* along with decreases in operating expenses.

Capital expenditures for Q3 Fiscal 2023 totaled approximately $0.8 million, which were driven by capitalized software costs associated with development of LiveOne's integrated music player and pay-per-view services.

LiveOne is raising its guidance for Fiscal 2023 Adjusted EBITDA* to between $11 million - $12 million.

LiveOne's senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 10:30 a.m. ET / 7:30 a.m. PT on Thursday, February 9, 2023.

Conference Call and Webcast

WHEN: Thursday, February 9th

TIME: 10:30 AM ET / 7:30 AM PT

DIAL-IN (Toll Free): 844-200-6205

DIAL IN NUMBER (Local): 646-904-5544

ACCESS CODE: 865617

REPLAY NUMBER: 866-813-9403 / ACCESS CODE: 378742

WEBCAST – Both the live webcast and a replay can be accessed on the Investor Relations section of LiveOne's website at Events | LiveOne.

The webcast can also be accessed at: https://events.q4inc.com/attendee/701085914

About LiveOne, Inc.

Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:LVO) (the "Company") is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company was awarded Best Live Moment by Digiday for its "Social Gloves" PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of February 9, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 2.8 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company's wholly-owned subsidiaries include Slacker Radio, React Presents, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.

* About Non-GAAP Financial Measures

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

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

Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected full year 2023 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

For more information on these non-GAAP financial measures, please see the tables entitled "Reconciliation of Non-GAAP Measure to GAAP Measure" included at the end of this release.

Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are "forward-looking statements," which may often, but not always, be identified by the use of such words as "may," "might," "will," "will likely result," "would," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company's reliance on one key customer for a substantial percentage of its revenue; the Company's ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne, Slacker or its pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne's or Slacker's ability to list on a national exchange; the Company's ability to continue as a going concern; the Company's ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company's intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company's ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management's relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company's subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on November 17, 2022, and in the Company's other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

** Included in the total number of members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.

Financial Information

The tables below present financial results for the three and nine months ended December 31, 2022 and 2021.

LiveOne, Inc.
Consolidated Statements of Operations (Unaudited)
*(In thousands, except share and per share amounts)*

	Three Months Ended December 31,						Nine Months Ended December 31,
	2022			2021			2022			2021

Revenue:	$	27,309		$	32,895		$	74,063		$	93,586

Operating expenses:
Cost of sales		19,362			27,666			48,487			74,654
Sales and marketing		1,608			3,466			6,334			10,814
Product development		1,035			1,657			3,892			5,990
General and administrative		4,535			8,550			11,220			27,173
Impairment of intangibles		-			-			1,356			-
Amortization of intangible assets		1,343			1,524			4,098			4,547
Total operating expenses		27,883			42,863			75,387			123,178
Loss from operations		(574	)		(9,968	)		(1,324	)		(29,592	)

Other income (expense):
Interest expense, net		(2,863	)		(1,052	)		(6,436	)		(3,180	)
Loss on extinguishment of debt		-			-			-			(4,321	)
Forgiveness of PPP loans		-			-			-			2,511
Other income (expense)		257			(811	)		2,523			(528	)
Total other expense, net		(2,606	)		(1,863	)		(3,913	)		(5,518	)

Loss before provision for income taxes		(3,180	)		(11,831	)		(5,237	)		(35,110	)

Provision for income taxes		11			(40	)		15			(32	)
Net loss	$	(3,191	)	$	(11,791	)	$	(5,252	)	$	(35,078	)

Net loss per share – basic and diluted	$	(0.04	)	$	(0.15	)	$	(0.06	)	$	(0.45	)
Weighted average common shares – basic and diluted		85,585,700			78,188,050			84,835,783			77,670,598

LiveOne, Inc.
Consolidated Balance Sheets (Unaudited)
*(In thousands)*

	December 31,			March 31,
	2022			2022
				(Audited)
Assets
Current Assets
Cash and cash equivalents	$	8,253		$	12,894
Restricted cash		240			260
Accounts receivable, net		13,885			13,687
Inventories		2,597			2,599
Prepaid expense and other current assets		2,753			1,868
Total Current Assets		27,728			31,308
Property and equipment, net		3,677			4,688
Goodwill		23,379			23,379
Intangible assets, net		11,279			16,720
Other assets		507			728
Total Assets	$	66,570		$	76,823

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable and accrued liabilities	$	29,696		$	45,418
Accrued royalties		10,556			13,530
Notes payable, current portion		15			12
Bridge Loan		3,774			-
Deferred revenue		989			1,157
Derivative liabilities		2,393			18
Total Current Liabilities		47,423			60,135
Senior secured convertible notes, net		14,215			13,632
Unsecured convertible notes, net – related party		5,727			5,879
Senior secured revolving line of credit, net		7,000			6,965
Notes payable, net		148			148
Lease liabilities, noncurrent		242			468
Other long-term liabilities		4,432			174
Deferred income taxes		338			338
Total Liabilities		79,525			87,739

Commitments and Contingencies

Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.001 par value; 500,000,000 shares authorized; 87,677,980 and 82,546,189 shares issued and outstanding, respectively		88			83
Additional paid in capital		208,000			202,854
Treasury stock		(1,938	)		-
Accumulated deficit		(219,105	)		(213,853	)
Total stockholders' equity (deficit)		(12,955	)		(10,916	)
Total Liabilities and Stockholders' Equity (Deficit)	$	66,570		$	76,823

LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
*Adjusted EBITDA Reconciliation (Unaudited)**
*(In thousands)*

	Net Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Non- Recurring Acquisition and Realignment Costs			Other (Income) Expense			(Benefit) Provision for Taxes			Adjusted EBITDA
Three Months Ended December 31, 2022
Operations - Audio	$	205		$	2,170	$	348	$	606		$	1,775		$	-		$	5,104
Operations - Other		(600	)		239		78		(175	)		(264	)		11			(695	)
Corporate		(2,819	)		6		296		72			1,095			-			(1,350	)
Total	$	(3,214	)	$	2,415	$	722	$	503		$	2,606		$	11		$	3,059

Three Months Ended December 31, 2021
Operations - Audio	$	1,219		$	2,181	$	2	$	42		$	264		$	-		$	3,708
Operations - Other		(5,605	)		254		266		34			5			(41	)		(5,087	)
Corporate		(7,405	)		10		1,860		485			1,594			1			(3,455	)
Total	$	(11,791	)	$	2,445	$	2,128	$	561		$	1,863		$	(40	)	$	(4,834	)

	Net Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Non- Recurring Acquisition and Realignment Costs			Other (Income) Expense			(Benefit) Provision for Taxes			Adjusted EBITDA
Nine Months Ended December 31, 2022
Operations - Audio	$	5,473		$	6,267	$	1,422	$	862		$	991		$	-		$	15,015
Operations - Other		(4,056	)		2,097		247		(146	)		130			27			(1,701	)
Corporate		(6,669	)		17		1,237		(1,244	)		2,792			(12	)		(3,879	)
Total	$	(5,252	)	$	8,381	$	2,906	$	(528	)	$	3,913		$	15		$	9,435

Nine Months Ended December 31, 2021
Operations - Audio	$	(5,313	)	$	6,498	$	2,543	$	140		$	668		$	-		$	4,536
Operations - Other		(5,228	)		706		1,053		290			(333	)		(41	)		(3,554	)
Corporate		(24,537	)		26		8,463		1,219			5,183			9			(9,637	)
Total	$	(35,078	)	$	7,230	$	12,059	$	1,649		$	5,518		$	(32	)	$	(8,655	)

	(1)		Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments and to a lesser extent, a one-time minimum guarantee to effectively terminate a live-event distribution agreement post COVID-19.
	(2)		Other (income) expense above primarily includes interest expense, net, forgiveness of PPP loans, and loss on extinguishment of debt. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss.
	*		See the definitions of Contribution Margin and Adjusted EBITDA under "About Non-GAAP Financial Measures" within this release.

LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
*Contribution Margin Reconciliation (Unaudited)**
*(In thousands)*

	Three Months Ended December 31,
	2022			2021

Revenue:	$	27,309		$	32,895
Less:
Cost of sales		(19,362	)		(27,666	)
Amortization of developed technology		(964	)		(964	)
Gross Profit		6,983			4,265

Add back amortization of developed technology:		964			964
Contribution Margin*	$	7,947		$	5,229

	Nine Months Ended December 31,
	2022			2021

Revenue:	$	74,063		$	93,586
Less:
Cost of sales		(48,487	)		(74,654	)
Amortization of developed technology		(2,892	)		(2,892	)
Gross Profit		22,684			16,040

Add back amortization of developed technology:		2,892			2,892
Contribution Margin*	$	25,576		$	18,932

See the definition of Contribution Margin under "About Non-GAAP Financial Measures" within this release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230209005342/en/

LiveOne Reports Record Nine Months Fiscal 2023 Adjusted EBITDA* of $9.4M and Revenue of $74.1M