Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Apr. 30, 2021 | Jun. 14, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | IDW MEDIA HOLDINGS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --10-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001463833 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Apr. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-53718 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 9,505,080 | |
Class C common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 545,360 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 7,607 | $ 10,541 |
Trade accounts receivable, net | 22,063 | 22,921 |
Inventory | 3,667 | 3,754 |
Prepaid expenses | 2,178 | 1,361 |
Current assets held for sale from discontinued operations | 11,171 | |
Total current assets | 35,515 | 49,748 |
Property and equipment, net | 364 | 410 |
Right-of-use assets, net | 539 | 771 |
Non-current assets | ||
Investments | 25 | |
Intangible assets, net | 30 | 52 |
Goodwill | 199 | 199 |
Television costs, net | 1,270 | 2,926 |
Other assets | 325 | 527 |
Total assets | 38,242 | 54,658 |
Current liabilities: | ||
Trade accounts payable | 1,163 | 1,406 |
Accrued expenses | 5,424 | 3,953 |
Deferred revenue | 2,125 | 2,385 |
Bank loans payable – current portion | 11,664 | 14,204 |
Government loans- current portion | 1,320 | 793 |
Operating lease obligations – current portion | 603 | 562 |
Other current liabilities | 80 | 69 |
Current liabilities held for sale from discontinued operations | 8,540 | |
Total current liabilities | 22,379 | 31,912 |
Non-current liabilities | ||
Operating lease obligations – long term portion | 59 | 368 |
Government loans – long term portion | 1,071 | 403 |
Related party loans payable – long term portion | 3,750 | |
Total non-current liabilities | 1,130 | 4,521 |
Total liabilities | 23,509 | 36,433 |
Stockholders’ equity (see note 3): | ||
Preferred stock, $.01 par value; authorized shares – 500; no shares issued at April 30, 2021 and October 31, 2020 | ||
Class B common stock, $0.01 par value; authorized shares – 12,000; 10,024 and 9,987 shares issued and 9,505 and 9,467 shares outstanding at April 30, 2021 and October 31, 2020, respectively | 94 | 93 |
Class C common stock, $0.01 par value; authorized shares – 2,500; 545 shares issued and outstanding at April 30, 2021 and October 31, 2020 | 5 | 5 |
Additional paid-in capital | 94,267 | 111,379 |
Accumulated other comprehensive loss | (60) | |
Accumulated deficit | (78,437) | (91,996) |
Treasury stock, at cost, consisting of 519 shares of Class B common stock at April 30, 2021 and October 31, 2020 | (1,196) | (1,196) |
Total stockholders’ equity | 14,733 | 18,225 |
Total liabilities and stockholders’ equity | $ 38,242 | $ 54,658 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 500 | 500 |
Preferred stock, shares issued | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 12,000 | 12,000 |
Common stock, shares issued | 10,024 | 9,987 |
Common stock, shares outstanding | 9,505 | 9,467 |
Treasury stock, shares | 519 | 519 |
Class C Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 2,500 | 2,500 |
Common stock, shares issued | 545 | 545 |
Common stock, shares outstanding | 545 | 545 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 10,140 | $ 9,268 | $ 18,552 | $ 19,605 |
Costs and expenses: | ||||
Direct cost of revenues | 4,726 | 3,295 | 13,959 | 14,912 |
Selling, general and administrative | 4,910 | 4,583 | 9,149 | 9,019 |
Depreciation and amortization | 60 | 61 | 120 | 128 |
Bad debt expense | 11 | 11 | ||
Total costs and expenses | 9,707 | 7,939 | 23,239 | 24,059 |
Income (loss) from operations | 433 | 1,329 | (4,687) | (4,454) |
Interest income (expense), net | 156 | (10) | 142 | (20) |
Other expense, net | (12) | (35) | (13) | (61) |
Income (loss) before income taxes | 577 | 1,284 | (4,558) | (4,535) |
Provision for income taxes | ||||
Net income (loss) from continuing operations | 577 | 1,284 | (4,558) | (4,535) |
Loss from discontinued operations, net | (159) | (1,638) | (1,280) | (2,692) |
Gain on sale of discontinued operations | 2,123 | 2,123 | ||
Net income (loss) | $ 2,541 | $ (354) | $ (3,715) | $ (7,227) |
Basic and diluted income (loss) per share (note 2): | ||||
Continuing operations (in Dollars per share) | $ 0.27 | $ 0.15 | $ (0.24) | $ (0.56) |
Discontinued operations (in Dollars per share) | (0.02) | (0.19) | (0.13) | (0.33) |
Net income (loss) (in Dollars per share) | $ 0.25 | $ (0.04) | $ (0.37) | $ (0.89) |
Weighted-average number of shares used in the calculation of basic and diluted income (loss) per share: (in Shares) | 9,972 | 8,845 | 9,962 | 8,143 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,541 | $ (354) | $ (3,715) | $ (7,227) |
Foreign currency translation adjustments | 72 | 4 | 60 | (45) |
Total comprehensive income (loss) | $ 2,613 | $ (350) | $ (3,655) | $ (7,272) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Class B Common Stock | Class C Common Stock | Stock Subscriptions Receivable | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Non- Controlling Interest (“NCI”) | Treasury Stock, at Cost | Total |
Balance, at Oct. 31, 2019 | $ 74 | $ 5 | $ (1,000) | $ 96,671 | $ (60) | $ (78,457) | $ 35 | $ (1,196) | $ 16,072 |
Balance, (in Shares) at Oct. 31, 2019 | 7,419 | 545 | 519 | ||||||
Stock based compensation | 520 | 520 | |||||||
Issuance of common stock | $ 15 | 12,242 | 12,257 | ||||||
Issuance of common stock (in Shares) | 2,151 | ||||||||
Subscriptions receivable | 1,000 | 11 | 1,011 | ||||||
Issuance of stock options | 333 | 333 | |||||||
NCI divestment in subsidiary | 259 | (35) | 224 | ||||||
Comprehensive loss | |||||||||
Net Loss | (7,227) | (7,227) | |||||||
Other comprehensive income | (45) | (45) | |||||||
Total comprehensive loss | (45) | (7,227) | (7,272) | ||||||
Balance, at Apr. 30, 2020 | $ 89 | $ 5 | 109,777 | (105) | (85,425) | $ (1,196) | 23,145 | ||
Balance, (in Shares) at Apr. 30, 2020 | 9,570 | 545 | 519 | ||||||
Balance, at Oct. 31, 2020 | $ 93 | $ 5 | 111,379 | (60) | (91,996) | $ (1,196) | 18,225 | ||
Balance, (in Shares) at Oct. 31, 2020 | 9,987 | 545 | 519 | ||||||
Stock based compensation | 82 | 82 | |||||||
Issuance of common stock | $ 1 | 24 | 25 | ||||||
Issuance of common stock (in Shares) | 37 | ||||||||
Issuance of stock options | 77 | 77 | |||||||
Comprehensive loss | |||||||||
Sale of discontinued operations | (17,295) | 21 | 17,274 | ||||||
Net Loss | (3,715) | (3,715) | |||||||
Other comprehensive income | 39 | 39 | |||||||
Total comprehensive loss | $ 60 | (3,715) | (3,655) | ||||||
Balance, at Apr. 30, 2021 | $ 94 | $ 5 | $ 94,267 | $ (78,437) | $ (1,196) | $ 14,733 | |||
Balance, (in Shares) at Apr. 30, 2021 | 10,024 | 545 | 519 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Operating activities: | ||
Net loss | $ (3,715) | $ (7,227) |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 307 | 527 |
Amortization of finance leases | 108 | 165 |
Bad debt expense | (97) | 482 |
Stock based compensation | 82 | 520 |
Stock options | 77 | 333 |
Amortization of right-of-use asset | 513 | 995 |
Gain on sale of discontinued operations | (2,123) | |
Loss on deconsolidation of subsidiary | 35 | |
Changes in assets and liabilities: | ||
Trade accounts receivable | 847 | 8,591 |
Inventory | 88 | (820) |
Prepaid expenses and other assets | (589) | 115 |
Television costs | 1,656 | 6,872 |
Right-of-use assets | (269) | (814) |
Trade accounts payable, accrued expenses and other current liabilities | 1,239 | (2,702) |
Deferred revenue | (260) | 1,254 |
Gain on extinguishment of PPP loan | (68) | |
Gain on disposal of ROU assets | (97) | |
Deconsolidation of subsidiary | 339 | |
Net cash (used in) provided by operating activities | (2,301) | 8,665 |
Investing activities: | ||
Disposition of subsidiary, net of cash received | (115) | |
Disposal of discontinued operations | (902) | |
Capital expenditures | (72) | (299) |
Net cash used in investing activities | (974) | (414) |
Financing activities: | ||
Proceeds from issuance of common stock | 25 | 13,268 |
Repayments of finance lease obligations | (207) | |
Proceeds of bank loans | 2,217 | |
Proceeds from government loans | 1,196 | |
Repayments of related party loans | (4,050) | |
Repayments of bank loans | (2,540) | (13,732) |
Net cash used in financing activities | (1,319) | (2,504) |
Effect of exchange rate changes on cash and cash equivalents | 39 | (45) |
Net (decrease) increase in cash and cash equivalents | (4,555) | 5,702 |
Cash and cash equivalents at beginning of period | 12,162 | 10,165 |
Cash and cash equivalents at end of period | 7,607 | 15,867 |
Supplemental schedule of investing and financing activities | ||
Cash paid for interest | 18 | |
Cash paid for income taxes |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of IDW Media Holdings, Inc. (the “Company”) have been prepared by Company management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended April 30, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year ending October 31, 2021. The balance sheet at October 31, 2020 has been derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Registration Statement. Description of Business and Segment Information IDW Media Holdings, Inc. together with its subsidiaries is a diversified media company with operations in publishing, television entertainment and media distribution. The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted. The term IDWMH is used to refer to the parent company. The following are our principal businesses and segments: Publishing (“IDWP”), a publishing company that creates comic books, graphic novels, digital content and games through its imprints IDW, IDW Games, Top Shelf Productions, Artist’s Editions, The Library of American Comics, Yoe! Books, Sunday Press, and EuroComics; and Clover Press, a boutique publishing company that focuses on the book trade and direct market. Effective April 1, 2020, our interest in Clover Press decreased to 19.9% and IDWMH no longer consolidates the operations of Clover Press, but rather values the investment at cost; and IDW Entertainment (“IDWE”), is a production company and studio that develops and produces content and formats for global platforms and services. Prior to February 15, 2021, we also owned CTM Media Group (“CTM”), a Company that develops and distributes print and digital-based advertising and information advertising for tourist destinations in targeted tourist markets in 32 states / provinces in the US and Canada. On July 14, 2020, the Company and Howard Jonas, our Chairman of the Board of Directors, executed a share purchase agreement pursuant to which we agreed to sell all of the stock of CTM to Mr. Jonas or his assignee (the “CTM Sale”) for (i) the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by us, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months for more than $4.5 million. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the financial statements as discontinued operations (See Note 12- Discontinued Operations). The sale was consummated on February 15, 2021 (the “CTM Sale Date”). Variable Interest Entities The Company, through its subsidiary IDWE has arrangements with seven special-purpose entities (“SPEs”), some formed for the sole purpose of providing production services in Canada for the production of a television pilot and television series, others for production and writing purposes. The SPEs are independently owned companies that are effectively controlled by IDWE, that are parties to the related bank production financing arrangements. The Company has determined that SPEs are variable interest entities and that the Company is the primary beneficiary of the SPEs activities and obligor on the SPEs’ debt. All financial activity of the SPEs have been included IDWE’s financial statements, which are part of these condensed consolidated financial statements. IDWE does not need to provide any support to the VIE’s and therefore no foreseen potential losses associated. They have finished all of the productions and these shows have been delivered. The outstanding loans will be paid off by the tax credits in the receivable balances. The carrying amounts and classification of the VIEs’ assets and liabilities are presented below: (in thousands) April 30, October 31, Cash and cash equivalents $ 714 $ 732 Accounts receivable 16,297 12,420 Bank loans 11,664 14,204 Total $ 28,675 $ 27,356 Revenue Recognition IDWP’s primary revenue is recognized, net of an allowance for estimated sales returns, at the time of shipment of its graphic novels and comic books by IDWP’s distributor to its customers. IDWE’s revenue is recognized when evidence of a sale or licensing arrangement exists, the product is complete, has been delivered or is available for immediate and unconditional delivery, the license period has begun, the fee is fixed or determinable, and collection is reasonably assured. IDWE’s production activities included those provided by Canadian SPEs, and some of those productions qualify for tax credits in Canada. These credits are recorded as reductions in production cost when the SPE becomes entitled to the Canadian tax credits. The Canada Revenue Agency (“CRA”) has completed the audit on these productions and the related tax refunds are no longer estimates. Revenue Recognition When Right of Return Exists Sales returns allowances represent a reserve for IDWP products that may be returned due to dating, competition or other marketing matters, or certain destruction in the field. Sales returns are generally estimated and recorded based on historical sales and returns experience and current trends that are expected to continue. Licensing revenues are recognized upon execution of the agreement for such rights, and other creative revenues are recognized upon completion of services rendered on a contractual basis. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Concentration Risks IDWP has two significant customers Diamond Comic Distributors, Inc. (“Diamond”) and Penguin Random House (“PRH”), that pose a concentration risk. Revenues from Diamond, IDWP’s direct market distributor, represented 25.7% and 13.9% of the total consolidated revenues for the three months ended April 30, 2021 and 2020, respectively, and 26.5% and 16.8% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented approximately 4.2% and 4.7% of consolidated trade accounts receivable at April 30, 2021 and October 31, 2020, respectively. Revenues from PRH amounted to 23.2% and 26.3% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 25.5% and 26.7% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances represented 5.7% and 10.5% of consolidated receivables at April 30, 2021 and October 31, 2020, respectively. IDWE has two significant customers Netflix and NBC Universal/SyFy that pose a concentration risk. Revenue from Netflix, a leading streaming video subscription service, represented 0% and 43.2% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 0% and 41% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented 0% and 15.3% of consolidated trade receivables at April 30, 2021 and October 31, 2020, respectively. NBC Universal/SyFy, a major television network, which accounted for 4.9% and 0% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 16% and 0% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented 0% of consolidated trade receivables at both April 30, 2021 and October 31, 2020. Deferred Revenue The Company records deferred revenue upon invoicing for contracted commitments for products and services. Revenue is recognized on the date such product or service is provided or delivered in accordance with the contract. Discontinued Operations CTM has met the criteria for discontinued operations and has been presented as such in the financial statements. In accordance with ASU 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. During the period in which the discontinued operation was classified as held for sale the net loss was reclassified as a separate line item in the Statement of Operations. Additionally, the gain from the sale was presented as a separate line item on the Statement of Operations. Assets and liabilities are also separately reclassified in the balance sheet for all periods presented, prior to the sale. CTM’s assets are no longer reflected on the financial statements for the periods following the CTM Sale Date. Cash flows from a discontinued operation and the continuing business are presented together without separate identification within cash flows from operating, investing and financing activities. Cash flows of CTM’s depreciation, amortization, capital expenditures and significant noncash operating and investing activities for the discontinued operation are presented separately. Recently Issued Accounting Pronouncements Adopted Subsequent to 2020 Fiscal Year End In March 2019, the FASB issued ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials. ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. It also requires an entity to test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The Company adopted this ASU on November 1, 2020 and is applying its provisions prospectively. In connection with this adoption the Company has evaluated this guidance and determined that there are $2,064,509 worth of impairments from substantively abandoned television costs which materially impacted the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations. Recently Issued Accounting Standard Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. We will adopt the new standard on November 1, 2023. We are evaluating the impact that the new standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2022, though early adoption is permitted. The company will adopt this guideline prospectively for fiscal year November 1, 2023. The Company does not believe that the adoption of this new accounting guidance will have any material impact on its consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Apr. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 2—Earnings Per Share Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the number of shares is increased to include restricted stock still subject to risk of forfeiture (non-vested) using the treasury stock method, unless the effect of such increase would be anti-dilutive. The Company excluded 46,999 shares of unvested restricted stock and 302,737 stock options from the calculation of diluted earnings per share as the effect would have been anti-dilutive. |
Equity
Equity | 6 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 3—Equity Non-cash compensation included in selling, general and administrative expenses was $95,422 and $207,251 in the three months ended April 30, 2021 and 2020, respectively. Non-cash compensation included in selling, general and administrative expenses was $160,009 and $853,127 in the six months ended April 30, 2021 and 2020, respectively. Detailed below are shares of Class B Common Stock to Howard S. Jonas, the Company’s Chairman of the Board of Directors and former Chief Executive Officer, for payment of interest on loans: Date Number December 31, 2020 6,710 September 30, 2020 9,710 June 30, 2020 10,335 March 31, 2020 14,816 January 9, 2020 36,586 Total shares 78,157 On July 13, 2020, the Company issued 314,070 shares of Class B Common Stock to Howard S. Jonas, the Company’s Chairman of the Board of Directors and former Chief Executive Officer, pursuant to a Loan Modification Agreement in which Mr. Jonas and the Company agreed to convert $1.25 million of indebtedness owed by the Company to Mr. Jonas to such 314,070 shares. On July 16, 2020, the Company settled its intercompany payable to CTM totaling $6,982,305 and subsequently received a distribution of $6,800,000 from CTM. This transaction was booked into additional paid in capital with CTM and IDWMH to have a nil impact and did not trigger any tax impacts. On March 9, 2020, the Company closed a private placement of shares of Class B Common Stock at $6.00 per share, pursuant to which the Company issued 2,051,002 shares of Class B Common Stock for gross proceeds of approximately $12,300,000 inclusive of $4.0 million debt-to-equity conversion by the Company’s Chairman of the Board of Directors and former Chief Executive Officer, Howard S. Jonas. The shares issued were subject to a contractual restriction on transfer for six months following the closing of the placement and are subject to other restrictions under applicable law. The proceeds from the issuance of Class B Common Stock have been netted with $415,000 of costs related to the private placement. On April 24, 2019, the Company closed the initial round of a private placement of shares of Class B Common Stock to certain existing stockholders at $18.00 per share. In connection with this initial round, on April 24, 2019, the Company issued 767,630 shares of Class B Common Stock for gross proceeds of $13,817,337. On May 7, 2019, the Company closed the follow-on round of the placement and issued 345,792 shares of Class B Common Stock for gross proceeds of $5,186,885. The follow-on round involved participants in the initial round of the placement who elected to participate in the purchase of unsubscribed shares of Class B Common Stock at $15.00 per share. In the offering, the Company issued a total of 1,113,422 shares of Class B Common Stock and received total gross proceeds of $19,004,229. The shares issued in the offering were subject to a contractual restriction on transfer for six months following the closing of the offering as well as other restrictions under applicable law. In connection with a private placement offering, on June 15, 2019, the Company issued 269,478 shares of Class B Common Stock at a price of $17.07 per share for aggregate proceeds of approximately $4,600,000. On March 14, 2019, the Company’s Board of Directors adopted the 2019 Incentive Plan to provide incentives to executive officers, employees, directors and consultants of the Company and/or its subsidiaries. The Company reserved 300,000 shares of Class B Common Stock for the grant of awards under the 2019 Incentive Plan, subject to adjustment. Incentives available under the 2019 Incentive Plan may include stock options, stock appreciation rights, limited stock appreciation rights, restricted stock and deferred stock units. On July 13, 2020, the Board of Directors of the Company increased by 150,000, to 450,000, the number of shares of Class B Common Stock reserved for the grant of awards under the 2019 Incentive Plan, subject to adjustment. On March 11, 2021, the Board of Directors of the Company increased by 250,000, to 700,000, the number of shares of Class B Common Stock reserved for the grant of awards under the 2019 Incentive Plan, subject to adjustment. As of April 30, 2021, 285,483 shares remained available to be awarded under the 2019 Incentive Plan. |
Loans
Loans | 6 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loans | Note 4—Loans Related party loans On August 21, 2018, the Company entered into a loan agreement with the Company’s Chairman of the Board of Directors (who, at the time was also the Company’s Chief Executive Officer and majority stockholder) (the “Chairman”) for $5,000,000. Interest accrued at prime rate plus 1% and the loan was due to mature on August 20, 2022. Payment of principal and interest were payable from 70% of the Free Cash Flow, as defined in the loan agreement, of the Company’s CTM Media Group Inc. subsidiary. All outstanding shares of CTM Media Group Inc. stock were pledged as security under the agreement. On December 1, 2019, the Company amended the agreement providing that up to 60% of the interest due may, at the option of the Company, be paid in shares of Class B common stock (and the remaining amount in cash) with such shares valued based on the average closing prices for the Class B common stock on the ten trading days immediately prior to the applicable interest due date. As at April 30, 2021 the cumulative shares issued in connection with the loan interest was 63,255. The interest is was to be paid quarterly on the loan. In conjunction with the loan, the Company issued the lender a warrant to purchase up to 89,243 shares of the Company’s Class B Common Stock at a price per share of $42.02. The warrant expires August 21, 2023. On July 13, 2020 $1,250,000 was converted into 314,070 shares of Class B Common Stock (Note 3- Equity). On February 15, 2021 the Company closed the previously announced CTM Sale and since the cancelation of the indebtedness was the purchase price the Company wrote down the loan of $3,750,000, the outstanding balance as at April 30, 2021 was nil. Bank Loans On November 21, 2018, a Variable Interest Entity (the “VIE”) (see Note 1) controlled by IDWE entered into a loan agreement with a bank that provides for a production financing commitment in the aggregate amount up to CAD 27,700,000. The loan is secured by the VIE’s assets, rights in the related television production’s episodes and distribution agreements for the production and is repayable from the assignment of proceeds of the related license agreements and tax credits, including interest based on the prime rate. IDWE is the guarantor on the loan. The loan matures on May 31, 2021. At April 30, 2021, $5,206,000 was outstanding under the commitment. On June 21, 2018, a VIE controlled by IDWE entered into a loan agreement with a bank that provides for a production financing commitment in the aggregate amount up to CAD 23,521,000. The loan is secured by the VIE’s assets, rights in the related television production’s episodes and distribution agreements for the production and is repayable from the assignment of proceeds of the related license agreements, including interest based on the prime rate. IDWE is the guarantor on the loan. This loan was refinanced on January 4, 2021 with Royal Bank of Canada for a credit facility of CAD 7,868,000 for the purpose of interim financing certain receivables. The loan matures on May 31, 2021.At April 30, 2021 $6,458,000 was outstanding under the commitment. Government loans On April 2, 2021, IDW Media Holdings, Inc. (the “Company”) received loan proceeds of $1,195,680 (the “PPP Loan”) from Bank of America, N.A. pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, as amended. The PPP Loan, which was in the form of a Note dated April 1, 2021 issued by the Company, matures on April 1, 2026 and bears interest at a rate of 1% per annum, payable monthly commencing on November 2, 2021. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on certain other debt obligations. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to use the entire PPP Loan amount for qualifying expenses. On April 27, 2020, the Company (inclusive of IDWP and IDWE) received loan proceeds of $1,195,679 (the “IDWMH PPP Loan”) from Bank of America, N.A. pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The IDWMH PPP Loan, which was in the form of a Note dated April 15, 2020 issued by the Company, matures on April 15, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 24, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties, and under the terms of the loan, payments can be deferred for six months. Funds from the IDWMH PPP Loan may be used primarily for payroll costs and costs used to continue group health care benefits, and, up to a limited extent, on mortgage payments, rent, utilities, interest and other expenses as described in the CARES Act. Under the terms of the PPP, certain amounts of the IDWMH PPP Loans may be forgiven if they are used for those qualifying expenses. The Company used the entire IDWMH PPP Loan amount for those qualifying expenses. On December 24, 2020, the Company applied for forgiveness on the IDWMH PPP loan. Forgiveness was applied for under SBA form 3508, using the 24-week Alternative Payroll Covered Period. As 100% of the loan was used during this period for payroll and related payroll expenses, the Company anticipates that the IDWMH PPP loan will be forgiven in its entirety. |
Business Segment Information
Business Segment Information | 6 Months Ended |
Apr. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 5—Business Segment Information The Company has the following three reportable business segments: Publishing, IDWE and CTM (discontinued operations). The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief decision making officers. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on operating income. There are no other significant asymmetrical allocations to segments. Operating results for the business segments of the Company are as follows: (in thousands) (unaudited) Publishing(a) IDWE(b) CTM IDW Media Holdings Total (discontinued operations) (unallocated overhead) Three months ended April 30, 2021 Revenues $ 5,988 $ 4,152 $ - $ - $ 10,140 (Loss) income from operations (510 ) 1,216 - (273 ) 433 Loss from discontinued operations, net - - (159 ) - (159 ) Net (loss) income (508 ) 1,382 (159 ) 1,826 (c) 2,541 Total assets at April 30, 2021 12,886 21,194 - 4,162 38,242 Three months ended April 30, 2020 Revenues $ 4,681 $ 4,587 $ - $ - $ 9,268 (Loss) income from operations (646 ) 2,161 - (186 ) 1,329 Loss from discontinued operations, net - - (1,638 ) - (1,638 ) Net (loss) income (647 ) 2,161 (1,638 ) (230 ) (354 ) Total assets at April 30, 2020 12,540 36,178 12,463 11,712 72,893 (in thousands) (unaudited) Publishing(a) IDWE(b) CTM IDW Media Holdings Total (discontinued operations) (unallocated overhead) Six months ended April 30, 2021 Revenues $ 11,636 $ 6,916 $ - $ - $ 18,552 Loss from operations (883 ) (3,336 ) - (468 ) (4,687 ) Loss from discontinued operations, net - - (1,280 ) - (1,280 ) Net(loss) income (883 ) (3,171 ) (1,280 ) 1,619 (c) (3,715 ) Total assets at April 30, 2021 12,886 21,194 - 4,162 38,242 Six months ended April 30, 2020 Revenues $ 10,981 $ 8,624 $ - $ - $ 19,605 Loss from operations (554 ) (3,390 ) - (510 ) (4,454 ) Loss from discontinued operations, net - - (2,692 ) - (2,692 ) Net loss (555 ) (3,390 ) (2,692 ) (590 ) (7,227 ) Total assets at April 30, 2020 12,540 36,178 12,463 11,712 72,893 (a) IDWP includes Clover Press through March 31, 2020. As of April 1, 2020, Clover Press was valued at the cost method and was no longer consolidated. (b) Included in IDWE is Thought Bubble LLC and Word Balloon LLC in which consist of only television costs. (c) IDW Media Holdings segment reported net income in the three and six months ended April 30, 2021 due to the sale of CTM. |
Trade Accounts Receivable and D
Trade Accounts Receivable and Deferred Revenue | 6 Months Ended |
Apr. 30, 2021 | |
Receivables [Abstract] | |
Trade Accounts Receivable and Deferred Revenue | Note 6—Trade Accounts Receivable and Deferred Revenue Trade accounts receivable consists of the following: (in thousands) April 30, October 31, Trade accounts receivable $ 22,207 $ 23,246 Less allowance for sales returns (144 ) (296 ) Less allowance for doubtful accounts - (29 ) Trade accounts receivable, net $ 22,063 $ 22,921 Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Changes in deferred revenue consist of the following: (in thousands) Beginning balance, October 31, 2020 $ 2,385 Deferral of revenue 170 Recognition of deferred revenue (420 ) Return of previously collected funds (10 ) Ending balance, April 30, 2021 $ 2,125 The Company expects to recognize approximately 100% of this revenue over the next 12 months. |
Television Costs and Amortizati
Television Costs and Amortization | 6 Months Ended |
Apr. 30, 2021 | |
Television Costs And Amortization [Abstract] | |
Television costs and amortization | Note 7—Television costs and amortization (in thousands) April 30, October 31, In-production $ - $ 435 In-development 1,270 2,491 Total $ 1,270 $ 2,926 Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Television cost amortization $ 1,385 $ 773 $ 5,341 $ 8,862 Television cost impairments - - 2,065 - Total $ 1,385 $ 773 $ 7,406 $ 8,862 Amortization expense for television costs are expected to be $1,204,000 over the next twelve months. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Apr. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8—Accrued Expenses Accrued expenses consist of the following: (in thousands) April 30, October 31, Royalties $ 956 $ 1,268 Payroll, accrued vacation & payroll taxes 449 511 Bonus 145 333 Production costs and participation 3,504 1,495 Other 370 346 Total $ 5,424 $ 3,953 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 9—Property and Equipment Property and equipment consist of the following: (in thousands) April 30, October 31, Equipment $ 469 $ 424 Furniture & Fixtures 107 105 Leasehold improvements 826 826 Computer software 24 20 1,426 1,375 Less accumulated depreciation and amortization (1,062 ) (965 ) Property and equipment, net $ 364 $ 410 Depreciation expense of all property and equipment was $49,290, and $60,831 for the three months ended April 30, 2021 and 2020, respectively, and $119,746 and $128,915 for the six months ended April 30, 2021 and 2020, respectively. |
Commitments
Commitments | 6 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10—Commitments Lease Commitments The Company has various lease agreements with terms up to 10 years, including leases of office space, warehouses, and various equipment. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which was determined using the Company’s interest rate on its line of credit. The Company’s weighted-average remaining lease term relating to its operating leases is 1.17 years, with a weighted-average discount rate of 4.59%. The Company recognized lease expense for its operating leases of $124,960 and $249,920 for the three and six months ended April 30, 2021, respectively and $180,885 and $355,767 for the three and six months ended April 30, 2020, respectively. The cash paid under operating leases was $142,516 and $286,926 for the three and six months ended April 30, 2021, respectively and $168,968 and $367,109 for the three and six months ended April 30, 2020, respectively. At April 30, 2021, the Company had a right-of-use-asset related to operating leases of $1,037,434, accumulated amortization related to operating leases of $497,580, both of which are included as a component of right-of-use assets. At October 31, 2020, the Company had a right-of-use-asset related to operating leases of $1,037,434 and accumulated amortization related to operating leases of $266,488. The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of April 30, 2021. Maturity of Lease Liability (in thousands) Total Fiscal years ending October 31: 2021 $ 307 2022 354 2023 13 2024 7 Thereafter - Total undiscounted operating lease payments $ 681 Less: imputed interest (19 ) Present value of operating lease liabilities $ 662 |
Deconsolidation of Subsidiary
Deconsolidation of Subsidiary | 6 Months Ended |
Apr. 30, 2021 | |
Deconsolidation Of Subsidiary Disclosure [Abstract] | |
Deconsolidation of Subsidiary | Note 11—Deconsolidation of Subsidiary a. Effective April 1, 2020, the Company’s interest in Clover Press decreased to 19.9% and IDWMH no longer consolidates the operations of Clover Press. Accordingly, the Company derecognized related assets, liabilities and noncontrolling interests of Clover Press. b. Analysis of assets and liabilities over which the Company lost control (in thousands) March 31, Current assets Cash and cash equivalents $ 215 Trade accounts receivable 1 Inventory 62 Other current assets 9 Noncurrent assets Intangible assets, net 10 Right-of-use assets 226 Other noncurrent assets 64 Current liabilities Trade accounts payable (38 ) Operating lease obligation- current (64 ) Related party notes payable (50 ) Non-current liabilities Operating lease obligations -long term (169 ) Net assets deconsolidated $ 266 c. Loss on deconsolidation of subsidiary (in thousands) Fair value of interest retained $ 25 Consideration received 100 Carrying amount of interest retained: Net assets deconsolidated (266 ) Noncontrolling interests 106 Loss on deconsolidation of subsidiary $ (35 ) Loss on deconsolidation of subsidiary was included in other expenses. The technique used to measure fair value was calculating the net present value of future EBITDA projected over five years. The transaction was not with a related party. The continuing involvement consists of 19.9% ownership and an officer of IDWMH has one of three seats on the board. d. Net cash outflow arising from deconsolidation of the subsidiary (in thousands) The balance of cash and cash equivalents deconsolidated $ (115 ) |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Apr. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 12—Discontinued Operations As a result of the economic downturn related to the outbreak of the COVID-19 virus, and the impact it had on small businesses in the tourist markets, the Company decided to make a strategic shift to dispose of CTM and to focus on its entertainment and publishing businesses. On July 14, 2020, the Company and Howard S. Jonas, the Company’s Chairman of the Board of Directors and former Chief Executive Officer, executed a share purchase agreement pursuant to which the Company agreed to sell all of the stock of CTM to Mr. Jonas or his assignee (the “SPA”) for (i) the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by the Company, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months for more than $4.5 million. Prior to executing the share purchase agreement, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale was also approved by (1) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock and (2) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock not held by Mr. Jonas or immediate family members of Mr. Jonas, including, without limitation, trusts or other vehicles for the benefit of any of such immediate family members or entities under the control of such persons. On December 15, 2020, the right, title and interest to the SPA were assigned to The Brochure Distribution Trust, a South Dakota trust. The Company does not expect to have significant continuing involvement with CTM after the sale closes. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the financial statements as discontinued operations. On February 15, 2021, the Company closed the previously announced CTM Sale. The Company wrote down the loan of $3,750,000 and record a gain of $2,123,219 based on CTM’s net asset value as of the CTM Sale Date. CTM’s assets are no longer reflected on the financial statements for the periods following the CTM Sale Date and CTM’s operations are only consolidated in the Company’s Condensed Consolidated Statements of Operations results until the CTM Sale Date. There was no contingent gain recorded since there was no foreseeable contingent payments to the Company. According to ASC 205-20-45-9 general corporate overhead should not be allocated to discontinued operations. The Company did not allocate any corporate overhead to CTM when it began being classified as held for sale in the third quarter of 2020 and continued to not allocate any expenses for the six months ending April 30, 2021. Following is a summary of the Company’s results of: discontinued operations for the three and six months ended for April 30, 2021 and April 30, 2020, cash flows of CTM’s depreciation, amortization, capital expenditures and significant noncash operating and investing activities for the discontinued operation for the six months ended April 30, 2021 and April 30, 2020 and a schedule of assets and liabilities from discontinued operations as of April 30, 2021 and October 31, 2020. Results of discontinued operations Three months ended Six months ended, (in thousands) 2021 2020 2021 2020 Revenue $ 207 $ 2,287 $ 1,427 $ 6,095 Direct cost of revenue 105 1,236 946 2,927 Selling, general and administrative 227 1,955 1,649 4,803 Depreciation and amortization 45 293 295 564 Bad Debt 1 431 (109 ) 482 Total costs and expenses 378 3,915 2,781 8,776 Loss from operations (171 ) (1,628 ) (1,354 ) (2,681 ) Interest expense, net 19 (9 ) 6 (18 ) Other (expense) income, net (7 ) (1 ) 68 7 Loss before income taxes (159 ) (1,638 ) (1,280 ) (2,692 ) Provision for income taxes - - - - Net loss $ (159 ) $ (1,638 ) $ (1,280 ) $ (2,692 ) (i) Stock based compensation for discontinued operations included in selling, general and administrative expenses is $0 in both the three and six months ended April 30, 2021 and 2020, respectively. (ii) CTM is no longer consolidated into the Company as of February 15, 2021 the CTM Sale Date. Cash flows from discontinued operations for the six months ended April, 30 (in thousands) 2021 2020 Depreciation and amortization $ 185 $ 399 Amortization of finance lease 109 165 Capital expenditure (22 ) (299 ) Assets and liabilities of Discontinued Operations April 30, October 31, Assets Cash $ - $ 1,621 Trade receivables, net - 844 Prepaid expenses - 368 Total current assets* - Property and equipment, net - 1,274 Right-of-use assets, net - 4,649 Intangibles assets, net - 142 Goodwill - 2,110 Other assets - 163 Total Assets $ - $ 11,171 Liabilities Trade accounts payable - 891 Accrued expenses - 368 Deferred revenue - 664 Government loan- current portion - 1,125 Operating lease obligations-current portion - 909 Finance lease obligations- current portion - 342 Income taxes payable and other current liabilities - 71 Total current liabilities* - Government loan- long term portion - 684 Operating lease obligations – long term portion - 3,034 Finance lease obligations – long term portion - 452 Total non-current liabilities* - Total Liabilities $ - $ 8,540 * The assets and liabilities of the disposal group classified as held for sale are all classified as current on Assets and Liabilities of Discontinued Operations since it’s probable the sale will occur and proceeds will be collected within one year. Therefore, no sub totals between current and non-current have been displayed. Since the sale of the discontinued operations the assets and liabilities are no longer reflected above. |
Reclassification of Prior Year
Reclassification of Prior Year Presentation | 6 Months Ended |
Apr. 30, 2021 | |
Reclassification Of Prior Year Presentation [Abstract] | |
Reclassification of prior year presentation | Note 13—Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 14—Subsequent events Management has evaluated subsequent events through June 14, 2021, the date on which the consolidated financial statements were available to be issued. There were no material subsequent events that require recognition or additional disclosures in these consolidated financial statements, except as follows: On May 3, 2021 and May 10, 2021 both bank loans held by the VIEs controlled by IDWE were subsequently paid off and there are no remaining balances. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Segment Information | Description of Business and Segment Information IDW Media Holdings, Inc. together with its subsidiaries is a diversified media company with operations in publishing, television entertainment and media distribution. The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted. The term IDWMH is used to refer to the parent company. The following are our principal businesses and segments: Publishing (“IDWP”), a publishing company that creates comic books, graphic novels, digital content and games through its imprints IDW, IDW Games, Top Shelf Productions, Artist’s Editions, The Library of American Comics, Yoe! Books, Sunday Press, and EuroComics; and Clover Press, a boutique publishing company that focuses on the book trade and direct market. Effective April 1, 2020, our interest in Clover Press decreased to 19.9% and IDWMH no longer consolidates the operations of Clover Press, but rather values the investment at cost; and IDW Entertainment (“IDWE”), is a production company and studio that develops and produces content and formats for global platforms and services. Prior to February 15, 2021, we also owned CTM Media Group (“CTM”), a Company that develops and distributes print and digital-based advertising and information advertising for tourist destinations in targeted tourist markets in 32 states / provinces in the US and Canada. On July 14, 2020, the Company and Howard Jonas, our Chairman of the Board of Directors, executed a share purchase agreement pursuant to which we agreed to sell all of the stock of CTM to Mr. Jonas or his assignee (the “CTM Sale”) for (i) the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by us, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months for more than $4.5 million. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the financial statements as discontinued operations (See Note 12- Discontinued Operations). |
Variable Interest Entities | Variable Interest Entities The Company, through its subsidiary IDWE has arrangements with seven special-purpose entities (“SPEs”), some formed for the sole purpose of providing production services in Canada for the production of a television pilot and television series, others for production and writing purposes. The SPEs are independently owned companies that are effectively controlled by IDWE, that are parties to the related bank production financing arrangements. The Company has determined that SPEs are variable interest entities and that the Company is the primary beneficiary of the SPEs activities and obligor on the SPEs’ debt. All financial activity of the SPEs have been included IDWE’s financial statements, which are part of these condensed consolidated financial statements. IDWE does not need to provide any support to the VIE’s and therefore no foreseen potential losses associated. They have finished all of the productions and these shows have been delivered. The outstanding loans will be paid off by the tax credits in the receivable balances. The carrying amounts and classification of the VIEs’ assets and liabilities are presented below: (in thousands) April 30, October 31, Cash and cash equivalents $ 714 $ 732 Accounts receivable 16,297 12,420 Bank loans 11,664 14,204 Total $ 28,675 $ 27,356 |
Revenue Recognition | Revenue Recognition IDWP’s primary revenue is recognized, net of an allowance for estimated sales returns, at the time of shipment of its graphic novels and comic books by IDWP’s distributor to its customers. IDWE’s revenue is recognized when evidence of a sale or licensing arrangement exists, the product is complete, has been delivered or is available for immediate and unconditional delivery, the license period has begun, the fee is fixed or determinable, and collection is reasonably assured. IDWE’s production activities included those provided by Canadian SPEs, and some of those productions qualify for tax credits in Canada. These credits are recorded as reductions in production cost when the SPE becomes entitled to the Canadian tax credits. The Canada Revenue Agency (“CRA”) has completed the audit on these productions and the related tax refunds are no longer estimates. |
Revenue Recognition When Right of Return Exists | Revenue Recognition When Right of Return Exists Sales returns allowances represent a reserve for IDWP products that may be returned due to dating, competition or other marketing matters, or certain destruction in the field. Sales returns are generally estimated and recorded based on historical sales and returns experience and current trends that are expected to continue. Licensing revenues are recognized upon execution of the agreement for such rights, and other creative revenues are recognized upon completion of services rendered on a contractual basis. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. |
Concentration Risks | Concentration Risks IDWP has two significant customers Diamond Comic Distributors, Inc. (“Diamond”) and Penguin Random House (“PRH”), that pose a concentration risk. Revenues from Diamond, IDWP’s direct market distributor, represented 25.7% and 13.9% of the total consolidated revenues for the three months ended April 30, 2021 and 2020, respectively, and 26.5% and 16.8% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented approximately 4.2% and 4.7% of consolidated trade accounts receivable at April 30, 2021 and October 31, 2020, respectively. Revenues from PRH amounted to 23.2% and 26.3% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 25.5% and 26.7% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances represented 5.7% and 10.5% of consolidated receivables at April 30, 2021 and October 31, 2020, respectively. IDWE has two significant customers Netflix and NBC Universal/SyFy that pose a concentration risk. Revenue from Netflix, a leading streaming video subscription service, represented 0% and 43.2% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 0% and 41% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented 0% and 15.3% of consolidated trade receivables at April 30, 2021 and October 31, 2020, respectively. NBC Universal/SyFy, a major television network, which accounted for 4.9% and 0% of consolidated revenue in the three months ended April 30, 2021 and 2020, respectively, and 16% and 0% of the total consolidated revenues for the six months ended April 30, 2021 and 2020, respectively. The receivable balances from this customer represented 0% of consolidated trade receivables at both April 30, 2021 and October 31, 2020. |
Deferred Revenue | Deferred Revenue The Company records deferred revenue upon invoicing for contracted commitments for products and services. Revenue is recognized on the date such product or service is provided or delivered in accordance with the contract. |
Discontinued Operations | Discontinued Operations CTM has met the criteria for discontinued operations and has been presented as such in the financial statements. In accordance with ASU 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. During the period in which the discontinued operation was classified as held for sale the net loss was reclassified as a separate line item in the Statement of Operations. Additionally, the gain from the sale was presented as a separate line item on the Statement of Operations. Assets and liabilities are also separately reclassified in the balance sheet for all periods presented, prior to the sale. CTM’s assets are no longer reflected on the financial statements for the periods following the CTM Sale Date. Cash flows from a discontinued operation and the continuing business are presented together without separate identification within cash flows from operating, investing and financing activities. Cash flows of CTM’s depreciation, amortization, capital expenditures and significant noncash operating and investing activities for the discontinued operation are presented separately. |
Recently Issued Accounting Pronouncements Adopted Subsequent to 2020 Fiscal Year End | Recently Issued Accounting Pronouncements Adopted Subsequent to 2020 Fiscal Year End In March 2019, the FASB issued ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials. ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. It also requires an entity to test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The Company adopted this ASU on November 1, 2020 and is applying its provisions prospectively. In connection with this adoption the Company has evaluated this guidance and determined that there are $2,064,509 worth of impairments from substantively abandoned television costs which materially impacted the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations. |
Recently Issued Accounting Standard Not Yet Adopted | Recently Issued Accounting Standard Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. We will adopt the new standard on November 1, 2023. We are evaluating the impact that the new standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2022, though early adoption is permitted. The company will adopt this guideline prospectively for fiscal year November 1, 2023. The Company does not believe that the adoption of this new accounting guidance will have any material impact on its consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | (in thousands) April 30, October 31, Cash and cash equivalents $ 714 $ 732 Accounts receivable 16,297 12,420 Bank loans 11,664 14,204 Total $ 28,675 $ 27,356 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of interest payable on a loan | Date Number December 31, 2020 6,710 September 30, 2020 9,710 June 30, 2020 10,335 March 31, 2020 14,816 January 9, 2020 36,586 Total shares 78,157 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (in thousands) (unaudited) Publishing(a) IDWE(b) CTM IDW Media Holdings Total (discontinued operations) (unallocated overhead) Three months ended April 30, 2021 Revenues $ 5,988 $ 4,152 $ - $ - $ 10,140 (Loss) income from operations (510 ) 1,216 - (273 ) 433 Loss from discontinued operations, net - - (159 ) - (159 ) Net (loss) income (508 ) 1,382 (159 ) 1,826 (c) 2,541 Total assets at April 30, 2021 12,886 21,194 - 4,162 38,242 Three months ended April 30, 2020 Revenues $ 4,681 $ 4,587 $ - $ - $ 9,268 (Loss) income from operations (646 ) 2,161 - (186 ) 1,329 Loss from discontinued operations, net - - (1,638 ) - (1,638 ) Net (loss) income (647 ) 2,161 (1,638 ) (230 ) (354 ) Total assets at April 30, 2020 12,540 36,178 12,463 11,712 72,893 (in thousands) (unaudited) Publishing(a) IDWE(b) CTM IDW Media Holdings Total (discontinued operations) (unallocated overhead) Six months ended April 30, 2021 Revenues $ 11,636 $ 6,916 $ - $ - $ 18,552 Loss from operations (883 ) (3,336 ) - (468 ) (4,687 ) Loss from discontinued operations, net - - (1,280 ) - (1,280 ) Net(loss) income (883 ) (3,171 ) (1,280 ) 1,619 (c) (3,715 ) Total assets at April 30, 2021 12,886 21,194 - 4,162 38,242 Six months ended April 30, 2020 Revenues $ 10,981 $ 8,624 $ - $ - $ 19,605 Loss from operations (554 ) (3,390 ) - (510 ) (4,454 ) Loss from discontinued operations, net - - (2,692 ) - (2,692 ) Net loss (555 ) (3,390 ) (2,692 ) (590 ) (7,227 ) Total assets at April 30, 2020 12,540 36,178 12,463 11,712 72,893 (a) IDWP includes Clover Press through March 31, 2020. As of April 1, 2020, Clover Press was valued at the cost method and was no longer consolidated. (b) Included in IDWE is Thought Bubble LLC and Word Balloon LLC in which consist of only television costs. (c) IDW Media Holdings segment reported net income in the three and six months ended April 30, 2021 due to the sale of CTM. |
Trade Accounts Receivable and_2
Trade Accounts Receivable and Deferred Revenue (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | (in thousands) April 30, October 31, Trade accounts receivable $ 22,207 $ 23,246 Less allowance for sales returns (144 ) (296 ) Less allowance for doubtful accounts - (29 ) Trade accounts receivable, net $ 22,063 $ 22,921 |
Schedule of changes in deferred revenue | (in thousands) Beginning balance, October 31, 2020 $ 2,385 Deferral of revenue 170 Recognition of deferred revenue (420 ) Return of previously collected funds (10 ) Ending balance, April 30, 2021 $ 2,125 |
Television Costs and Amortiza_2
Television Costs and Amortization (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Television Costs And Amortization [Abstract] | |
Schedule of television costs and amortization | (in thousands) April 30, October 31, In-production $ - $ 435 In-development 1,270 2,491 Total $ 1,270 $ 2,926 Three Months Ended Six Months Ended (in thousands) 2021 2020 2021 2020 Television cost amortization $ 1,385 $ 773 $ 5,341 $ 8,862 Television cost impairments - - 2,065 - Total $ 1,385 $ 773 $ 7,406 $ 8,862 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | (in thousands) April 30, October 31, Royalties $ 956 $ 1,268 Payroll, accrued vacation & payroll taxes 449 511 Bonus 145 333 Production costs and participation 3,504 1,495 Other 370 346 Total $ 5,424 $ 3,953 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | (in thousands) April 30, October 31, Equipment $ 469 $ 424 Furniture & Fixtures 107 105 Leasehold improvements 826 826 Computer software 24 20 1,426 1,375 Less accumulated depreciation and amortization (1,062 ) (965 ) Property and equipment, net $ 364 $ 410 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of amount and timing of cash flows arising from the company’s operating leases | Maturity of Lease Liability (in thousands) Total Fiscal years ending October 31: 2021 $ 307 2022 354 2023 13 2024 7 Thereafter - Total undiscounted operating lease payments $ 681 Less: imputed interest (19 ) Present value of operating lease liabilities $ 662 |
Deconsolidation of Subsidiary (
Deconsolidation of Subsidiary (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Deconsolidation Of Subsidiary Disclosure [Abstract] | |
Schedule of analysis of assets and liabilities over which the Company lost control | (in thousands) March 31, Current assets Cash and cash equivalents $ 215 Trade accounts receivable 1 Inventory 62 Other current assets 9 Noncurrent assets Intangible assets, net 10 Right-of-use assets 226 Other noncurrent assets 64 Current liabilities Trade accounts payable (38 ) Operating lease obligation- current (64 ) Related party notes payable (50 ) Non-current liabilities Operating lease obligations -long term (169 ) Net assets deconsolidated $ 266 |
Schedule of loss on deconsolidation of subsidiary | (in thousands) Fair value of interest retained $ 25 Consideration received 100 Carrying amount of interest retained: Net assets deconsolidated (266 ) Noncontrolling interests 106 Loss on deconsolidation of subsidiary $ (35 ) |
Schedule of net cash outflow arising from deconsolidation of the subsidiary | (in thousands) The balance of cash and cash equivalents deconsolidated $ (115 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of operating and investing cash flows from discontinued operations | Results of discontinued operations Three months ended Six months ended, (in thousands) 2021 2020 2021 2020 Revenue $ 207 $ 2,287 $ 1,427 $ 6,095 Direct cost of revenue 105 1,236 946 2,927 Selling, general and administrative 227 1,955 1,649 4,803 Depreciation and amortization 45 293 295 564 Bad Debt 1 431 (109 ) 482 Total costs and expenses 378 3,915 2,781 8,776 Loss from operations (171 ) (1,628 ) (1,354 ) (2,681 ) Interest expense, net 19 (9 ) 6 (18 ) Other (expense) income, net (7 ) (1 ) 68 7 Loss before income taxes (159 ) (1,638 ) (1,280 ) (2,692 ) Provision for income taxes - - - - Net loss $ (159 ) $ (1,638 ) $ (1,280 ) $ (2,692 ) (i) Stock based compensation for discontinued operations included in selling, general and administrative expenses is $0 in both the three and six months ended April 30, 2021 and 2020, respectively. (ii) CTM is no longer consolidated into the Company as of February 15, 2021 the CTM Sale Date. |
Schedule of operating and investing cash flows from discontinued operations | (in thousands) 2021 2020 Depreciation and amortization $ 185 $ 399 Amortization of finance lease 109 165 Capital expenditure (22 ) (299 ) |
Schedule of assets and liabilities of discontinued operations | Assets and liabilities of Discontinued Operations April 30, October 31, Assets Cash $ - $ 1,621 Trade receivables, net - 844 Prepaid expenses - 368 Total current assets* - Property and equipment, net - 1,274 Right-of-use assets, net - 4,649 Intangibles assets, net - 142 Goodwill - 2,110 Other assets - 163 Total Assets $ - $ 11,171 Liabilities Trade accounts payable - 891 Accrued expenses - 368 Deferred revenue - 664 Government loan- current portion - 1,125 Operating lease obligations-current portion - 909 Finance lease obligations- current portion - 342 Income taxes payable and other current liabilities - 71 Total current liabilities* - Government loan- long term portion - 684 Operating lease obligations – long term portion - 3,034 Finance lease obligations – long term portion - 452 Total non-current liabilities* - Total Liabilities $ - $ 8,540 * The assets and liabilities of the disposal group classified as held for sale are all classified as current on Assets and Liabilities of Discontinued Operations since it’s probable the sale will occur and proceeds will be collected within one year. Therefore, no sub totals between current and non-current have been displayed. Since the sale of the discontinued operations the assets and liabilities are no longer reflected above. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021USD ($) | Apr. 30, 2020 | Oct. 31, 2020 | Apr. 01, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Operation of clover press interest | 19.90% | |||||
Impairments charges (in Dollars) | $ 2,064,509 | |||||
Diamond [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Number of customer | 2 | 2 | ||||
NBC Universal/SyFy [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 4.90% | 0.00% | 16.00% | 0.00% | ||
Total Consolidated Revenues [Member] | Diamond [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 25.70% | 13.90% | 26.50% | 16.80% | ||
Total Consolidated Revenues [Member] | PRH [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 23.20% | 26.30% | 25.50% | 26.70% | ||
Total Consolidated Revenues [Member] | Netflix [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 0.00% | 43.20% | 0.00% | 41.00% | ||
Trade Accounts Receivable [Member] | Diamond [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 4.20% | 4.70% | ||||
Trade Accounts Receivable [Member] | PRH [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 5.70% | 10.50% | ||||
Trade Accounts Receivable [Member] | Netflix [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 0.00% | 15.30% | ||||
Trade Accounts Receivable [Member] | NBC Universal/SyFy [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 0.00% | 0.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of variable interest entities - VIEs' [Member] - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 714 | $ 732 |
Accounts receivable | 16,297 | 12,420 |
Bank loans | 11,664 | 14,204 |
Total | $ 28,675 | $ 27,356 |
Earnings Per Share (Details)
Earnings Per Share (Details) | 6 Months Ended |
Apr. 30, 2021shares | |
Earnings Per Share [Abstract] | |
Unvested restricted stock | 46,999 |
Unvested restricted stock options | 302,737 |
Equity (Details)
Equity (Details) - USD ($) | Mar. 09, 2020 | May 07, 2019 | Jul. 16, 2020 | Aug. 24, 2019 | Jun. 15, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Mar. 11, 2021 | Oct. 31, 2020 | Jul. 13, 2020 | Jun. 13, 2020 | Mar. 14, 2019 |
Equity (Details) [Line Items] | ||||||||||||||
Selling, general and administrative expenses | $ 95,422 | $ 207,251 | $ 160,009 | $ 853,127 | ||||||||||
CTM totaling | $ 6,982,305 | |||||||||||||
Received a distribution | $ 6,800,000 | |||||||||||||
Gross proceeds | $ 25,000 | $ 13,268,000 | ||||||||||||
2019 Incentive Plan [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Shares remained (in Shares) | 285,483 | 285,483 | ||||||||||||
Mr. Jonas [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Convertible debt | $ 1,250,000 | |||||||||||||
Shares issued (in Shares) | 314,070 | |||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Debt-to-equity conversion | $ 4,000,000 | |||||||||||||
Board of Directors Chairman [Member] | 2019 Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Reserved stock (in Shares) | 450,000 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Common stock, shares issued (in Shares) | 10,024,000 | 10,024,000 | 9,987,000 | |||||||||||
Shares issued (in Shares) | 2,051,002 | 345,792 | 767,630 | 1,113,422 | 1,113,422 | |||||||||
Price per share (in Dollars per share) | $ 6 | $ 15 | $ 15 | |||||||||||
Gross proceeds | $ 12,300,000 | $ 5,186,885 | $ 13,817,337 | $ 19,004,229 | ||||||||||
Proceeds from issuance of private placement | $ 415,000 | |||||||||||||
Existing stockholders per share (in Dollars per share) | $ 18 | |||||||||||||
Common Class B [Member] | 2019 Incentive Plan [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Reserved stock (in Shares) | 300,000 | |||||||||||||
Common Class B [Member] | Private Placement [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Shares issued (in Shares) | 269,478 | |||||||||||||
Price per share (in Dollars per share) | $ 17.07 | |||||||||||||
Aggregate proceeds | $ 4,600,000 | |||||||||||||
Common Class B [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Common stock, shares issued (in Shares) | 314,070 | |||||||||||||
Common Class B [Member] | Board of Directors Chairman [Member] | 2019 Incentive Plan [Member] | Minimum [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Reserved stock (in Shares) | 250,000 | 150,000 | ||||||||||||
Common Class B [Member] | Board of Directors Chairman [Member] | 2019 Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Reserved stock (in Shares) | 700,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of interest payable on loan | 6 Months Ended |
Apr. 30, 2021shares | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 78,157 |
December 31, 2020 [Member] | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 6,710 |
September 30, 2020 [Member] | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 9,710 |
June 30, 2020 [Member] | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 10,335 |
March 31, 2020 [Member] | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 14,816 |
January 9, 2020 [Member] | |
Equity (Details) - Schedule of interest payable on loan [Line Items] | |
Total shares | 36,586 |
Loans (Details)
Loans (Details) | Apr. 02, 2021USD ($) | Jan. 04, 2021CAD ($) | Apr. 27, 2020USD ($) | Nov. 21, 2018CAD ($) | Aug. 21, 2018 | Jun. 21, 2018CAD ($) | Apr. 30, 2021USD ($) | Nov. 02, 2021 | Dec. 24, 2020 | Nov. 24, 2020 |
Loans (Details) [Line Items] | ||||||||||
Related party loans description | the Company entered into a loan agreement with the Company’s Chairman of the Board of Directors (who, at the time was also the Company’s Chief Executive Officer and majority stockholder) (the “Chairman”) for $5,000,000. Interest accrued at prime rate plus 1% and the loan was due to mature on August 20, 2022. Payment of principal and interest were payable from 70% of the Free Cash Flow, as defined in the loan agreement, of the Company’s CTM Media Group Inc. subsidiary. All outstanding shares of CTM Media Group Inc. stock were pledged as security under the agreement. On December 1, 2019, the Company amended the agreement providing that up to 60% of the interest due may, at the option of the Company, be paid in shares of Class B common stock (and the remaining amount in cash) with such shares valued based on the average closing prices for the Class B common stock on the ten trading days immediately prior to the applicable interest due date. As at April 30, 2021 the cumulative shares issued in connection with the loan interest was 63,255. The interest is was to be paid quarterly on the loan. In conjunction with the loan, the Company issued the lender a warrant to purchase up to 89,243 shares of the Company’s Class B Common Stock at a price per share of $42.02. The warrant expires August 21, 2023. On July 13, 2020 $1,250,000 was converted into 314,070 shares of Class B Common Stock (Note 3- Equity). On February 15, 2021 the Company closed the previously announced CTM Sale and since the cancelation of the indebtedness was the purchase price the Company wrote down the loan of $3,750,000, the outstanding balance as at April 30, 2021 was nil. | |||||||||
Aggregate amount (in Dollars) | $ 27,700,000 | |||||||||
Outstanding under the commitment | $ 5,206,000 | |||||||||
Financing commitment in the aggregate amount (in Dollars) | $ 23,521,000 | |||||||||
Interim financing certain receivables (in Dollars) | $ 7,868,000 | |||||||||
Outstanding commitment | $ 6,458,000 | |||||||||
Proceeds from loans | $ 1,195,680 | $ 1,195,679 | ||||||||
Interest at rate | 1.00% | |||||||||
Loan percentage | 100.00% | |||||||||
Subsequent Event [Member] | ||||||||||
Loans (Details) [Line Items] | ||||||||||
Interest at rate | 1.00% |
Business Segment Information (D
Business Segment Information (Details) | 6 Months Ended |
Apr. 30, 2021 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Business Segment Information _2
Business Segment Information (Details) - Schedule of operating results for the business segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | ||||
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 10,140 | $ 9,268 | $ 18,552 | $ 19,605 | |||
(Loss) income from operations | 433 | 1,329 | (4,687) | (4,454) | |||
Loss from discontinued operations, net | (159) | (1,638) | (1,280) | (2,692) | |||
Net (loss) income | 2,541 | (354) | (3,715) | (7,227) | |||
Total assets | 38,242 | 72,893 | 38,242 | 72,893 | |||
Publishing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | [1] | 5,988 | 4,681 | 11,636 | 10,981 | ||
(Loss) income from operations | [1] | (510) | (646) | (883) | (554) | ||
Loss from discontinued operations, net | [1] | ||||||
Net (loss) income | [1] | (508) | (647) | (883) | (555) | ||
Total assets | [1] | 12,886 | 12,540 | 12,886 | 12,540 | ||
IDWE [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | [2] | 4,152 | 4,587 | 6,916 | 8,624 | ||
(Loss) income from operations | [2] | 1,216 | 2,161 | (3,336) | (3,390) | ||
Loss from discontinued operations, net | [2] | ||||||
Net (loss) income | [2] | 1,382 | 2,161 | (3,171) | (3,390) | ||
Total assets | [2] | 21,194 | 36,178 | 21,194 | 36,178 | ||
CTM (discontinued operations) [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
(Loss) income from operations | |||||||
Loss from discontinued operations, net | (159) | (1,638) | (1,280) | (2,692) | |||
Net (loss) income | (159) | (1,638) | (1,280) | (2,692) | |||
Total assets | 12,463 | 12,463 | |||||
IDW Media Holdings (unallocated overhead) [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
(Loss) income from operations | (273) | (186) | (468) | (510) | |||
Loss from discontinued operations, net | |||||||
Net (loss) income | 1,826 | [3] | (230) | 1,619 | [3] | (590) | |
Total assets | $ 4,162 | $ 11,712 | $ 4,162 | $ 11,712 | |||
[1] | IDWP includes Clover Press through March 31, 2020. As of April 1, 2020, Clover Press was valued at the cost method and was no longer consolidated. | ||||||
[2] | Included in IDWE is Thought Bubble LLC and Word Balloon LLC in which consist of only television costs. | ||||||
[3] | IDW Media Holdings segment reported net income in the three and six months ended April 30, 2021 due to the sale of CTM. |
Trade Accounts Receivable and_3
Trade Accounts Receivable and Deferred Revenue (Details) | Apr. 30, 2021 |
Receivables [Abstract] | |
Recognize revenue | 100.00% |
Trade Accounts Receivable and_4
Trade Accounts Receivable and Deferred Revenue (Details) - Schedule of trade accounts receivable - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Schedule of trade accounts receivable [Abstract] | ||
Trade accounts receivable | $ 22,207 | $ 23,246 |
Less allowance for sales returns | (144) | (296) |
Less allowance for doubtful accounts | (29) | |
Trade accounts receivable, net | $ 22,063 | $ 22,921 |
Trade Accounts Receivable and_5
Trade Accounts Receivable and Deferred Revenue (Details) - Schedule of changes in deferred revenue $ in Thousands | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Schedule of changes in deferred revenue [Abstract] | |
Beginning balance, October 31, 2020 | $ 2,385 |
Deferral of revenue | 170 |
Recognition of deferred revenue | (420) |
Return of previously collected funds | (10) |
Ending balance, April 30, 2021 | $ 2,125 |
Television Costs and Amortiza_3
Television Costs and Amortization (Details) | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Television Costs And Amortization [Abstract] | |
Amortization expense for television costs | $ 1,204,000 |
Television Costs and Amortiza_4
Television Costs and Amortization (Details) - Schedule of television costs and amortization - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Television Costs and Amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | $ 1,270 | $ 1,270 | $ 2,926 | ||
Total | 1,385 | $ 773 | 7,406 | $ 8,862 | |
In-production [Member] | |||||
Television Costs and Amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | 435 | ||||
In-development [Member] | |||||
Television Costs and Amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | 1,270 | 1,270 | $ 2,491 | ||
Television cost amortization [Member] | |||||
Television Costs and Amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | 1,385 | 773 | 5,341 | 8,862 | |
Television cost impairments [Member] | |||||
Television Costs and Amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | $ 2,065 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Schedule of accrued expenses [Abstract] | ||
Royalties | $ 956 | $ 1,268 |
Payroll, accrued vacation & payroll taxes | 449 | 511 |
Bonus | 145 | 333 |
Production costs and participation | 3,504 | 1,495 |
Other | 370 | 346 |
Total | $ 5,424 | $ 3,953 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 49,290 | $ 60,831 | $ 119,746 | $ 128,915 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,426 | $ 1,375 |
Less accumulated depreciation and amortization | (1,062) | (965) |
Property and equipment, net | 364 | 410 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 469 | 424 |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 107 | 105 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 826 | 826 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24 | $ 20 |
Commitments (Details)
Commitments (Details) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Lease agreements with terms | 10 years | 10 years | 10 years | |||
Operating leases | 1 year 62 days | 1 year 62 days | 1 year 62 days | |||
Weighted-average discount rate | 4.59% | 4.59% | 4.59% | |||
Operating leases expenses | $ 124,960 | $ 180,885 | $ 249,920 | $ 355,767 | ||
Cash paid operating leases expenses | 142,516 | $ 168,968 | 286,926 | $ 367,109 | ||
Right-of-use-asset related to operating leases | $ 1,037,434 | $ 1,037,434 | $ 1,037,434 | $ 1,037,434 | ||
Accumulated amortization related to operating leases | $ 497,580 | $ 266,488 |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of amount and timing of cash flows arising from the company’s operating leases $ in Thousands | Apr. 30, 2021USD ($) |
Schedule of amount and timing of cash flows arising from the company’s operating leases [Abstract] | |
2021 | $ 307 |
2022 | 354 |
2023 | 13 |
2024 | 7 |
Thereafter | |
Total undiscounted operating lease payments | 681 |
Less: imputed interest | (19) |
Present value of operating lease liabilities | $ 662 |
Deconsolidation of Subsidiary_2
Deconsolidation of Subsidiary (Details) | Apr. 01, 2020 |
Deconsolidation of Subsidiary (Details) [Line Items] | |
Deconsolidation of subsidiary, description | Loss on deconsolidation of subsidiary was included in other expenses. The technique used to measure fair value was calculating the net present value of future EBITDA projected over five years. The transaction was not with a related party. The continuing involvement consists of 19.9% ownership and an officer of IDWMH has one of three seats on the board. |
IDWMH [Member] | |
Deconsolidation of Subsidiary (Details) [Line Items] | |
Effective interest percentage | 19.90% |
Deconsolidation of Subsidiary_3
Deconsolidation of Subsidiary (Details) - Schedule of analysis of assets and liabilities over which the Company lost control - Deconsolidation of Subsidiary [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Current assets | |
Cash and cash equivalents | $ 215 |
Trade accounts receivable | 1 |
Inventory | 62 |
Other current assets | 9 |
Noncurrent assets | |
Intangible assets, net | 10 |
Right-of-use assets | 226 |
Other noncurrent assets | 64 |
Current liabilities | |
Trade accounts payable | (38) |
Operating lease obligation- current | (64) |
Related party notes payable | (50) |
Non-current liabilities | |
Operating lease obligations -long term | (169) |
Net assets deconsolidated | $ 266 |
Deconsolidation of Subsidiary_4
Deconsolidation of Subsidiary (Details) - Schedule of loss on deconsolidation of subsidiary - Deconsolidation of Subsidiary [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Deconsolidation of Subsidiary (Details) - Schedule of loss on deconsolidation of subsidiary [Line Items] | |
Fair value of interest retained | $ 25 |
Consideration received | 100 |
Carrying amount of interest retained: | |
Net assets deconsolidated | (266) |
Noncontrolling interests | 106 |
Loss on deconsolidation of subsidiary | $ (35) |
Deconsolidation of Subsidiary_5
Deconsolidation of Subsidiary (Details) - Schedule of net cash outflow arising from deconsolidation of the subsidiary $ in Thousands | Mar. 31, 2020USD ($) |
Schedule of net cash outflow arising from deconsolidation of the subsidiary [Abstract] | |
The balance of cash and cash equivalents deconsolidated | $ (115) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Jul. 14, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Discontinued operations, description | (i) the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by the Company, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months for more than $4.5 million. Prior to executing the share purchase agreement, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale was also approved by (1) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock and (2) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock not held by Mr. Jonas or immediate family members of Mr. Jonas, including, without limitation, trusts or other vehicles for the benefit of any of such immediate family members or entities under the control of such persons. On December 15, 2020, the right, title and interest to the SPA were assigned to The Brochure Distribution Trust, a South Dakota trust. The Company does not expect to have significant continuing involvement with CTM after the sale closes. | ||||
Wrote down the loan | $ 3,750,000 | ||||
Gain net asset | $ 2,123,219 | 2,123,219 | |||
Stock based compensation for discontinued operations in selling, general and administrative expenses | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Schedule of discontinued operations [Abstract] | ||||
Revenue | $ 207 | $ 2,287 | $ 1,427 | $ 6,095 |
Direct cost of revenue | 105 | 1,236 | 946 | 2,927 |
Selling, general and administrative | 227 | 1,955 | 1,649 | 4,803 |
Depreciation and amortization | 45 | 293 | 295 | 564 |
Bad Debt | 1 | 431 | (109) | 482 |
Total costs and expenses | 378 | 3,915 | 2,781 | 8,776 |
Loss from operations | (171) | (1,628) | (1,354) | (2,681) |
Interest expense, net | 19 | (9) | 6 | (18) |
Other (expense) income, net | (7) | (1) | 68 | 7 |
Loss before income taxes | (159) | (1,638) | (1,280) | (2,692) |
Provision for income taxes | ||||
Net loss | $ (159) | $ (1,638) | $ (1,280) | $ (2,692) |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of operating and investing cash flows from discontinued operations - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Schedule of operating and investing cash flows from discontinued operations [Abstract] | ||
Depreciation and amortization | $ 185 | $ 399 |
Amortization of finance lease | 109 | 165 |
Capital expenditure | $ (22) | $ (299) |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of assets and liabilities of discontinued operations - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 | |
Assets | |||
Cash | $ 1,621 | ||
Trade receivables, net | 844 | ||
Prepaid expenses | 368 | ||
Total current assets | [1] | ||
Property and equipment, net | 1,274 | ||
Right-of-use assets, net | 4,649 | ||
Intangibles assets, net | 142 | ||
Goodwill | 2,110 | ||
Other assets | 163 | ||
Total Assets | 11,171 | ||
Liabilities | |||
Trade accounts payable | 891 | ||
Accrued expenses | 368 | ||
Deferred revenue | 664 | ||
Government loan- current portion | 1,125 | ||
Operating lease obligations-current portion | 909 | ||
Finance lease obligations- current portion | 342 | ||
Income taxes payable and other current liabilities | 71 | ||
Total current liabilities | [1] | ||
Government loan- long term portion | 684 | ||
Operating lease obligations – long term portion | 3,034 | ||
Finance lease obligations – long term portion | 452 | ||
Total non-current liabilities | [1] | ||
Total Liabilities | $ 8,540 | ||
[1] | The assets and liabilities of the disposal group classified as held for sale are all classified as current on Assets and Liabilities of Discontinued Operations since it’s probable the sale will occur and proceeds will be collected within one year. Therefore, no sub totals between current and non-current have been displayed. Since the sale of the discontinued operations the assets and liabilities are no longer reflected above. |