PODC.NASDAQPodcastone, INC

10-Q: PodcastOne Narrows Losses, Boosts Revenue Amid Growth

Sentiment:

Quarterly Report


PodcastOne, Inc. reported a significant reduction in net loss and strong revenue growth for the quarter and nine months ended December 31, 2025, despite ongoing going concern doubts.

Capital raiseManagement is actively looking for additional financing sources to secure interim financing to continue current business operations and satisfy obligations.The company's ability to continue as a going concern is dependent on its ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.LiveOne, the parent company, may sell additional Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $11.0 million if certain conditions related to VWAP or Free Cash Flow are met within 15 months of May 19, 2025.LiveOne expects to use net proceeds from its July 2025 equity offering (approximately $9.5 million gross) to fund cryptocurrency acquisitions, develop a cryptocurrency treasury strategy, and for working capital and general corporate purposes.
Better than expectedNet loss significantly narrowed for both the three and nine months ended December 31, 2025, compared to the prior year periods.Revenue increased by 25% for the three months and 21% for the nine months ended December 31, 2025, demonstrating strong top-line growth.Adjusted EBITDA turned positive for both the three and nine months ended December 31, 2025, indicating improved operational efficiency.Net cash provided by operating activities for the nine months ended December 31, 2025, was positive, a significant improvement from cash used in the prior year.

Summary

  • Revenue increased by 25% to $15.9 million for the three months ended December 31, 2025, compared to $12.7 million in the prior year period.
  • Net loss significantly improved to $(0.154) million for the three months ended December 31, 2025, from $(1.583) million in the same period last year.
  • For the nine months ended December 31, 2025, revenue grew 21% to $46.0 million, up from $38.0 million in the prior year.
  • Net loss for the nine months ended December 31, 2025, was $(2.183) million, a substantial improvement from $(4.618) million in the comparable period.
  • The company reported positive Adjusted EBITDA of $2.787 million for the three months and $4.452 million for the nine months ended December 31, 2025, compared to negative figures in the prior year periods.
  • Cash and cash equivalents increased to $3.416 million as of December 31, 2025, from $1.079 million as of March 31, 2025.
  • PodcastOne expanded its programming slate to 194 shows and surpassed 3.8 billion network downloads during the quarter.
  • The company was recently ranked as high as #8 on the list of Top Podcast Publishers by Podtrac.
  • An accumulated deficit of $38.3 million and working capital of $2.8 million as of December 31, 2025, raise substantial doubt about the company's ability to continue as a going concern beyond February 2027 without additional financing.
  • PodcastOne's parent company, LiveOne, Inc., has significant indebtedness, which PodcastOne guarantees, and LiveOne's obligations are secured by a lien on all of PodcastOne's assets.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing with mixed sentiment. While the company demonstrated strong revenue growth and significantly narrowed its net losses, achieving positive Adjusted EBITDA and operating cash flow, the persistent 'going concern' warning and reliance on parent company financing and guarantees temper the overall positive financial performance.

Positives

  • Revenue increased by 25% to $15.9 million for the three months ended December 31, 2025, driven by a $1.5 million growth in direct ad revenue and a $0.9 million increase in barter revenue.
  • Net loss significantly narrowed to $(0.154) million for the three months ended December 31, 2025, from $(1.583) million in the prior year.
  • Loss from operations improved substantially to $(0.153) million for the three months ended December 31, 2025, from $(1.582) million in the prior year.
  • Adjusted EBITDA turned positive at $2.787 million for the three months ended December 31, 2025, compared to $(0.670) million in the prior year.
  • Contribution Margin increased significantly to $4.043 million for the three months ended December 31, 2025, from $0.787 million in the prior year.
  • Net cash provided by operating activities was $2.359 million for the nine months ended December 31, 2025, a substantial improvement from net cash used of $(0.718) million in the prior year.
  • Cash and cash equivalents grew to $3.416 million as of December 31, 2025, from $1.079 million as of March 31, 2025.
  • The programming slate expanded to 194 shows, and network downloads surpassed 3.8 billion during the quarter ended December 31, 2025.
  • The company was ranked as high as #8 on Podtrac's list of Top Podcast Publishers.
  • Recognized $6.6 million in revenue from the three-year Enterprise Service and Advertising Agreement with ART19 LLC during the nine months ended December 31, 2025.

Negatives

  • The company has a history of losses, with an accumulated deficit of $38.3 million as of December 31, 2025.
  • Management anticipates that existing cash resources will not be sufficient to meet current operating and liquidity needs beyond February 2027 without additional financing, raising substantial doubt about the company's ability to continue as a going concern.
  • Related party payable, net, increased significantly to $1.602 million as of December 31, 2025, from $0.160 million as of March 31, 2025.
  • The number of podcast downloads for the year ended March 31, 2025, decreased by 44% to 204,709,000 from 368,812,413 in the prior year, primarily due to modified download behavior by Apple iOS 17 and the departure of non-revenue generating partner networks.
  • General and administrative expenses increased by 36% to $1.7 million for the three months and 21% to $5.0 million for the nine months ended December 31, 2025, partly due to increased stock compensation and public company operating costs.
  • Stock-based compensation expense increased significantly by 263% to $2.464 million for the three months and 158% to $5.086 million for the nine months ended December 31, 2025.

Risks

  • The company has incurred significant operating and net losses since its inception and anticipates continuing to incur significant losses for the foreseeable future, potentially never achieving or sustaining profitability.
  • The ability to continue as a going concern is dependent on increasing revenue, reducing costs, achieving profitable operations, and obtaining additional suitable and adequate financing, which is not assured.
  • Reliance on key members of management, including Robert Ellin, Kit Gray, Sue McNamara, and Ryan Carhart, poses a risk, as the loss of any of their services or investor confidence could adversely affect success.
  • LiveOne, the parent company, may not have the ability to repay amounts due under its Debentures at maturity, and its failure to comply with debt provisions could lead to acceleration of debt and seizure of PodcastOne's assets.
  • LiveOne's debt agreements contain restrictive and financial covenants that may limit PodcastOne's operating activities, including maintaining a minimum cash amount, and are secured by substantially all of PodcastOne's assets.
  • LiveOne's digital asset treasury strategy exposes it to various risks, including stock price volatility, which could impact its ability to raise capital and provide intercompany loans to PodcastOne.
  • The digital advertising industry's shift to new measurement standards and data-driven technologies, particularly on mobile devices, may adversely affect advertising revenue if effective solutions are not deployed.
  • The decrease in podcast downloads, partly due to modified download behavior by Apple iOS 17, could negatively impact the volume of impressions and advertising revenue.

Future Outlook

The company expects to continue incurring substantial and increased expenses as it executes its business approach, including expanding content and platform, and potentially making accretive acquisitions. It anticipates additional losses until significant revenue increases or operating cost reductions are achieved. The company also expects increased expenses associated with operating as a publicly-traded entity. Management anticipates that existing cash resources will not be sufficient to meet current operating and liquidity needs beyond February 2027 without additional financing. LiveOne's amended relationship with its largest OEM customer is likely to cause its liquidity and cash flows to fluctuate significantly, which may impact PodcastOne's liquidity. The company is evaluating the impact of ASU 2024-03 on its future financial statements.

Management Comments

  • Kit Gray, President, and Ryan Carhart, Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact, and that the financial statements fairly present the financial condition, results of operations, and cash flows.
  • Management believes PodcastOne delivers more to clients and talent than any other publisher in the marketplace due to its in-house sales, production, marketing, and tech team, allowing it to scale operations and attract talent.
  • Management states that the company is 'more than a podcast company' and is 'in the relationship business,' partnering with brands and creators to reach consumers.

Industry Context

StockSavvy.ai notes that PodcastOne's revenue growth and improved operating performance align with the broader expansion of the digital audio and podcasting industry. The company's focus on host-read ads and programmatic monetization reflects key trends in digital advertising, where content relevance and data-driven targeting are increasingly important. The mention of Apple iOS 17's impact on download metrics highlights the ongoing challenge for publishers to adapt to evolving platform algorithms and measurement methodologies. The company's strategy to acquire exclusive rights to podcasts for potential television and film projects indicates a move towards multi-platform content exploitation, a common trend among media companies seeking to maximize intellectual property value.

Comparison to Industry Standards

  • PodcastOne's ranking as high as #8 on Podtrac's list of Top Podcast Publishers indicates a strong competitive position within the podcasting industry, suggesting it is performing well against major players.
  • The company's business model, which emphasizes host-read embedded promos, aligns with industry research, such as the 2021 Super Listener Survey, which found that an estimated 49% of listeners believe hosts use recommended products and 60% have bought something from a podcast ad. This suggests PodcastOne is leveraging an effective advertising strategy compared to general industry benchmarks for ad effectiveness.
  • The shift in the digital advertising industry towards data-driven technologies and automated buying, as noted in the filing, is a global trend. PodcastOne's efforts to expand its portfolio of advertising products programmatically and focus on analytics are consistent with industry best practices to enhance advertising revenue and campaign effectiveness.
  • The decrease in podcast downloads attributed to Apple iOS 17's modified download behavior is a specific industry-wide challenge, indicating that PodcastOne is subject to the same platform-level changes affecting other podcast publishers.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
PresidentNAKit Gray2025-06-01New employment agreement, including grants of 700,000 Company restricted stock units and 15,000 LiveOne restricted stock units.
Chief Revenue OfficerNASue McNamara2025-06-01New employment agreement, including grants of 15,000 Company restricted stock units and 2,500 LiveOne restricted stock units.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Authorized Share StructureAmended and Restated Certificate of Incorporation (effective September 12, 2023) authorized 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, $0.00001 par value per share.2023-09-12Provides flexibility for future equity issuances, but potential issuance of preferred stock could adversely affect common stockholders' rights, dilute voting power, impair liquidation rights, or delay/prevent a change in control.
Parent Company Reverse Stock SplitLiveOne, Inc. effected a 1-for-10 reverse stock split of its issued and outstanding common stock.2025-09-26Resulted in equitable adjustments to LiveOne's outstanding warrants and other convertible instruments, and stock options, proportionally increasing exercise/conversion prices. While directly impacting LiveOne, it affects the value of LiveOne's equity awards held by PodcastOne employees and LiveOne's ownership stake in PodcastOne.

Legal Proceedings

  • The company is from time to time party to various legal proceedings arising out of its business, which are not currently expected to have a material adverse effect on its business, financial condition, results of operations, or liquidity, except as specifically discussed in Note 8 Commitments and Contingencies.

Related Party Transactions

  • LiveOne, Inc. is the majority owner, holding approximately 19.1 million shares of PodcastOne's common stock (approximately 71% of outstanding shares) and 1.1 million common stock warrants.
  • Directors and management affiliated with LiveOne beneficially own approximately 1.8 million shares of PodcastOne's common stock.
  • PodcastOne has an intercompany lending relationship with LiveOne, resulting in a net related party payable to LiveOne of $1.6 million as of December 31, 2025.
  • LiveOne allocated $0.2 million and $1.0 million in overhead expenses to PodcastOne for the three and nine months ended December 31, 2025, respectively.
  • PodcastOne issued 584,418 shares of its common stock, valued at $1.0 million, to LiveOne during the nine months ended December 31, 2025, in exchange for amounts owed under a cost sharing agreement.
  • PodcastOne guarantees LiveOne's Original Issue Discount Senior Secured Convertible Debentures (Initial Debentures) and other obligations, with a lien on all of PodcastOne's assets securing these obligations.

Stakeholder Impact

  • Shareholders face potential dilution from future equity raises and the risk of losing their entire investment due to the going concern uncertainty.
  • Employees benefit from stock-based compensation plans (both PodcastOne and LiveOne RSUs) and a 401(k) plan, but also face uncertainty related to the company's going concern status.
  • Content creators receive revenue sharing expenses and guaranteed payments, with the company accruing liabilities based on these agreements.
  • Advertisers benefit from an expanded programming slate and innovative advertising products, but the effectiveness of campaigns is tied to evolving measurement standards and platform changes.
  • Creditors, particularly those of LiveOne, have a security interest in PodcastOne's assets due to the subsidiary guarantee, increasing their exposure to LiveOne's financial health.

Next Steps

  • Secure additional interim financing to continue current business operations and satisfy obligations beyond February 2027.
  • Continue to expand the slate of original programming and acquire exclusive rights to certain podcasts, including ownership and intellectual property for potential television and/or film projects.
  • Actively pursue potential other podcasts, shows, and asset acquisitions consistent with the company's strategy.
  • LiveOne will prepare and file a Registration Statement on Form S-3 (or other applicable form) covering the resale of shares, warrants, and warrant shares from its preferred stock exchange, and use commercially reasonable best efforts to cause it to be effective.
  • Evaluate the impact of the adoption of ASU 2024-03, effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
  • LiveOne's Capchase Loan was repaid in full in February 2026.

Key Dates

DateDescription
2014-02-25Company incorporated in the State of Delaware.
2020-07-01LiveOne, Inc. acquired PodcastOne, Inc. through its wholly owned subsidiary, LiveXLive PodcastOne, Inc.
2022-12-15PodcastOne's board of directors and LiveOne, as the sole stockholder, approved the Company's 2022 Equity Incentive Plan.
2023-07-15Company completed a private placement offering of Bridge Notes for gross proceeds of $8.0 million.
2023-08-01LiveOne entered into a $1.7 million secured loan with Capchase.
2023-08-22LiveOne entered into a new Business Loan Agreement with its senior credit facility provider to convert to an asset-backed loan credit facility.
2023-09-08Company completed its spin-out from LiveOne and direct listing on The Nasdaq Capital Market, with shares beginning to trade under the symbol PODC. All remaining Bridge Notes converted into common stock.
2023-09-12Company's Amended and Restated Certificate of Incorporation became effective.
2023-09-21Company changed its corporate name to PodcastOne, Inc.
2024-10-01LiveOne announced an amended relationship with its largest OEM customer.
2025-01-15Company entered into a three-year Enterprise Service and Advertising Agreement with ART19 LLC.
2025-01-28LiveOne entered into a new Business Loan Agreement with the senior lender to update terms of the ABL Credit Facility.
2025-05-19LiveOne and Company entered into a Securities Purchase Agreement for Original Issue Discount Senior Secured Convertible Debentures (Initial Debentures).
2025-06-01Effective date of new employment agreements with Kit Gray and Sue McNamara.
2025-06-27Company entered into new employment agreements with Kit Gray and Sue McNamara.
2025-07-15LiveOne entered into an underwriting agreement for an equity offering and letter agreements for a Series A Preferred Stock exchange.
2025-07-16Underwriter exercised its option in LiveOne's equity offering.
2025-07-17LiveOne's equity offering closed.
2025-08-01Commencement of the right for holders of Initial Debentures to require LiveOne to redeem up to $100,000 of outstanding principal per month.
2025-09-26LiveOne effected a 1-for-10 reverse stock split of its common stock.
2025-11-18Commencement of the right for holders of Initial Debentures to require LiveOne to redeem up to $150,000 of outstanding principal per month.
2025-12-31End of the quarterly reporting period.
2026-02-04Final amortization payment due for the Capchase Loan.
2026-02-13Date of filing of this Quarterly Report on Form 10-Q.
2026-05-18Commencement of the right for holders of Initial Debentures to require LiveOne to redeem up to $250,000 of outstanding principal per month. LiveOne may elect to prepay all outstanding Initial Debentures.
2027-05-18Commencement of the right for holders of Initial Debentures to require LiveOne to redeem up to $300,000 of outstanding principal per month.
2028-05-19Maturity date of the Initial Debentures.
2026-12-15Effective date for ASU 2024-03 for fiscal years beginning after this date.
2027-12-15Effective date for ASU 2024-03 for interim periods within fiscal years beginning after this date.

Recommendation

hold

PodcastOne's latest filing presents a mixed picture. The significant improvements in revenue growth, net loss reduction, and positive Adjusted EBITDA are strong indicators of operational progress and market traction. However, the persistent 'going concern' warning, substantial accumulated deficit, and the company's reliance on its parent, LiveOne, for financing and its guarantee of LiveOne's debt, introduce considerable financial risk. While the operational improvements are encouraging, the fundamental liquidity and solvency concerns warrant a cautious approach. A seasoned investor would likely 'hold' to monitor the company's ability to secure additional financing and demonstrate sustained profitability, as the current risks outweigh the immediate upside for a 'buy' recommendation, but the positive operational trends prevent a 'sell'.

Keywords

PodcastOne, PODC, Podcasting, Digital Audio, Advertising Revenue, SEC Filing, 10-Q, Financial Results, Going Concern, LiveOne, Content Creation, Media, Ad-Supported, Nasdaq

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