Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39312 | ||
Entity Registrant Name | PLBY GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 37-1958714 | ||
Entity Address, Address Line One | 10960 Wilshire Blvd | ||
Entity Address, Address Line Two | Suite 2200 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90024 | ||
City Area Code | (310) | ||
Local Phone Number | 424-1800 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | PLBY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 812 | ||
Entity Common Stock, Shares Outstanding (in shares) | 42,613,901 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001803914 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 243 | 4054 |
Auditor Name | BDO USA, LLP | Prager Metis CPAs LLP |
Auditor Location | Los Angeles, California | El Segundo, California |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | $ 246,586,000 | $ 147,662,000 |
Costs and expenses: | ||
Cost of sales | (114,161,000) | (74,384,000) |
Selling and administrative expenses | (200,063,000) | (58,659,000) |
Related party expenses | (250,000) | (1,007,000) |
Other operating expenses | (964,000) | 0 |
Total costs and expenses | (315,438,000) | (134,050,000) |
Operating (loss) income | (68,852,000) | 13,612,000 |
Nonoperating (expense) income: | ||
Interest expense | (13,312,000) | (13,463,000) |
Loss on extinguishment of debt | (1,217,000) | 0 |
Gain from settlement of convertible promissory note | 700,000 | 1,454,000 |
Other, net | 2,226,000 | 198,000 |
Total nonoperating expense | (11,603,000) | (11,811,000) |
(Loss) income before income taxes | (80,455,000) | 1,801,000 |
Benefit (expense) from income taxes | 2,779,000 | (7,072,000) |
Net income | (77,676,000) | (5,271,000) |
Net loss attributable to PLBY Group Inc. | $ (77,676,000) | $ (5,271,000) |
Net loss per share, basic (in dollars per share) | $ (2.04) | $ (0.24) |
Net loss per share, diluted (in dollars per share) | $ (2.04) | $ (0.24) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 38,105,736 | 22,199,591 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 38,105,736 | 22,199,591 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (77,676) | $ (5,271) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (3,725) | 0 |
Other comprehensive loss | (3,725) | 0 |
Comprehensive loss | $ (81,401) | $ (5,271) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 69,245 | $ 13,430 |
Restricted cash | 2,211 | 2,130 |
Receivables, net of allowance for credit losses | 14,129 | 6,601 |
Inventories, net | 39,881 | 11,788 |
Stock receivable | 0 | 4,445 |
Prepaid expenses and other current assets | 13,416 | 8,822 |
Total current assets | 138,882 | 47,216 |
Restricted cash | 4,030 | 0 |
Property and equipment, net | 26,445 | 5,203 |
Operating right of use assets | 38,746 | 0 |
Digital assets, net | 6,836 | 0 |
Goodwill | 270,577 | 504 |
Other intangible assets, net | 418,444 | 339,032 |
Contract assets, net of current portion | 17,315 | 7,159 |
Other noncurrent assets | 14,132 | 13,013 |
Total assets | 935,407 | 412,127 |
Current liabilities: | ||
Accounts payable | 20,577 | 8,678 |
Accrued salaries, wages, and employee benefits | 4,623 | 4,870 |
Deferred revenues, current portion | 11,036 | 11,159 |
Long-term debt, current portion | 2,808 | 4,470 |
Contingent consideration | 36,630 | 0 |
Convertible promissory notes | 0 | 6,230 |
Operating lease liabilities, current portion | 9,697 | 0 |
Other current liabilities and accrued expenses | 32,417 | 18,556 |
Total current liabilities | 117,788 | 53,963 |
Deferred revenues, net of current portion | 42,532 | 43,792 |
Long-term debt, net of current portion | 226,042 | 154,230 |
Deferred tax liabilities, net | 91,208 | 74,909 |
Operating lease liabilities, net of current portion | 35,534 | 0 |
Other noncurrent liabilities | 20 | 2,422 |
Total liabilities | 513,124 | 329,316 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | (208) | (208) |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized at December 31, 2021 and 2020; 42,996,191 shares issued and 42,296,191 shares outstanding at December 31, 2021; 20,626,249 shares issued and outstanding at December 31, 2020 | 4 | 2 |
Treasury stock, at cost: 700,000 shares and 0 shares at December 31, 2021 and 2020 | (4,445) | 0 |
Additional paid-in capital | 586,349 | 161,033 |
Accumulated other comprehensive loss | (3,725) | 0 |
Accumulated deficit | (155,692) | (78,016) |
Total stockholders’ equity | 422,491 | 83,019 |
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 935,407 | $ 412,127 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock issued (in shares) | 42,996,191 | 20,626,249 |
Common stock outstanding (in shares) | 42,296,191 | 20,626,249 |
Treasury stock (in shares) | 700,000 | 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Total | Previously Reported | Honey Birdette | GlowUp Digital Inc. | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Common StockHoney Birdette | Common StockGlowUp Digital Inc. | Treasury Stock | Treasury StockPreviously Reported | Treasury StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Additional Paid-in CapitalHoney Birdette | Additional Paid-in CapitalGlowUp Digital Inc. | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 20,626,249 | 3,681,185 | 16,945,064 | ||||||||||||||||||
Total stockholders' equity at beginning of period at Dec. 31, 2019 | $ 85,302,000 | $ 83,019,000 | $ 2,000 | $ 36,000 | $ (34,000) | $ 0 | $ (23,453,000) | $ 23,453,000 | $ 158,045,000 | $ 184,452,000 | $ (23,419,000) | $ (72,745,000) | $ (78,016,000) | $ 0 | $ 0 | ||||||
Stock-based compensation expense and vesting of restricted stock units | 2,988,000 | 2,988,000 | |||||||||||||||||||
Other comprehensive loss | 0 | ||||||||||||||||||||
Net loss | (5,271,000) | (5,271,000) | |||||||||||||||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2020 | 20,626,249 | ||||||||||||||||||||
Total stockholders' equity at end of period at Dec. 31, 2020 | 83,019,000 | $ 83,019,000 | $ 36,000 | $ 0 | $ 161,033,000 | $ (78,016,000) | $ 0 | ||||||||||||||
Conversion of convertible promissory note (in shares) | 290,563 | ||||||||||||||||||||
Conversion of convertible promissory note | 2,730,000 | 2,730,000 | |||||||||||||||||||
Business combination and PIPE financing (in shares) | 12,644,168 | ||||||||||||||||||||
Business combination and PIPE financing | $ 95,174,000 | $ 1,000 | (4,445,000) | 99,618,000 | |||||||||||||||||
Secondary offering (in shares) | 4,720,000 | ||||||||||||||||||||
Secondary offering | $ 202,895,000 | $ 1,000 | 202,894,000 | ||||||||||||||||||
Shares issued in connection with unit purchase options exercise, net exercised (in shares) | 247,976 | ||||||||||||||||||||
Shares issued in connection with employee stock plans (in shares) | 301,063 | ||||||||||||||||||||
Shares issued pursuant to trademark licensing agreement (in shares) | 109,291 | ||||||||||||||||||||
Shares issued pursuant to trademark licensing agreement | 5,000,000 | 5,000,000 | |||||||||||||||||||
Shares issued in connection with the acquisition (in shares) | 2,160,261 | 548,034 | |||||||||||||||||||
Shares issued in connection with the acquisition | $ 30,006,000 | $ 15,126,000 | $ 30,006,000 | $ 15,126,000 | |||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 608,775 | ||||||||||||||||||||
Shares issued upon exercise of stock options | 2,329,000 | 2,329,000 | |||||||||||||||||||
Contingent consideration in relation to acquisition of GlowUp | 9,167,000 | 9,167,000 | |||||||||||||||||||
Shares issued pursuant to a license, services and collaboration agreement (in shares) | 39,741 | ||||||||||||||||||||
Shares issued pursuant to a license, services and collaboration agreement | 1,500,000 | 1,500,000 | |||||||||||||||||||
Stock-based compensation expense and vesting of restricted stock units | 56,946,000 | 56,946,000 | |||||||||||||||||||
Other comprehensive loss | (3,725,000) | (3,725,000) | |||||||||||||||||||
Net loss | (77,676,000) | (77,676,000) | |||||||||||||||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2021 | 42,296,121 | ||||||||||||||||||||
Total stockholders' equity at end of period at Dec. 31, 2021 | $ 422,491,000 | $ 4,000 | $ (4,445,000) | $ 586,349,000 | $ (155,692,000) | $ (3,725,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cash Flows From Operating Activities | ||
Net loss | $ (77,676) | $ (5,271) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 7,291 | 2,259 |
Stock-based compensation | 58,446 | 2,988 |
Fair value remeasurement of liabilities | 2,369 | 858 |
Loss on extinguishment of debt | 1,217 | 0 |
Gain from settlement of convertible promissory note | (700) | (1,454) |
Amortization of right of use assets | 6,473 | 0 |
Increase (decrease) in deferred income taxes | (6,690) | 2,621 |
Other | 1,814 | 317 |
Changes in operating assets and liabilities: | ||
Receivables, net | (6,744) | (449) |
Inventories | (5,098) | (209) |
Contract assets | (4,060) | (330) |
Prepaid expenses and other assets | (11,544) | (1,242) |
Accounts payable | 7,638 | 423 |
Accrued salaries, wages, and employee benefits | (2,573) | 267 |
Deferred revenues | (277) | 3,360 |
Operating lease liabilities | (5,140) | 0 |
Other liabilities and accrued expenses | (1,488) | (3,325) |
Net cash (used in) provided by operating activities | (36,742) | 813 |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (17,505) | (884) |
Stock receivable | 0 | (4,445) |
Cash paid for acquisitions, net of cash acquired | (255,549) | 0 |
Other investing activities | (122) | (141) |
Net cash used in investing activities | (273,176) | (5,470) |
Cash Flows From Financing Activities | ||
Net proceeds from public offering of stock | 202,895 | 0 |
Net proceeds from issuance of long-term debt | 239,000 | 0 |
Repayment of long-term debt | (160,639) | (2,315) |
Repayment of convertible promissory note | (2,800) | (5,816) |
Payment of deferred offering costs | (6,910) | (262) |
Payment of financing costs | (3,312) | (97) |
Net contribution from the Merger and PIPE Financing | 99,911 | 0 |
Proceeds from exercise of stock options | 2,329 | 0 |
Net cash provided by (used in) financing activities | 370,474 | (8,490) |
Effect of exchange rates | (630) | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 59,926 | (13,147) |
Balance, beginning of year | 15,560 | 28,707 |
Balance, end of year | 75,486 | 15,560 |
Cash and cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | 69,245 | 13,430 |
Restricted cash | 6,241 | 2,130 |
Total | 75,486 | 15,560 |
Supplemental Disclosures | ||
Cash paid for income taxes | 5,809 | 4,896 |
Cash paid for interest | 15,020 | 13,559 |
Purchases of property and equipment | 450 | 179 |
Common stock issued in connection with license agreement | 5,000 | 0 |
Contingent consideration from acquisition of Honey Birdette and GlowUp | 43,557 | 0 |
Conversion of convertible notes into common stock | 2,730 | 0 |
Deferred offering costs in accounts payable | 0 | 396 |
Stock issued in connection with acquisition of Honey Birdette and GlowUp | 45,015 | 0 |
Right of use assets in exchange for lease liabilities | 2,992 | 0 |
Reclassification of stock receivable to treasury stock upon settlement | 4,445 | 0 |
Digital assets acquired in connection with sale of tokenized art and collectibles | 7,800 | 0 |
Shares issued pursuant to a license, services and collaboration agreement | $ 1,500 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business PLBY Group, Inc. (the “Company”, “we”, “our” or “us”), known as Mountain Crest Acquisition Corp (“MCAC”) prior to the completion of the Business Combination (defined below), together with its subsidiaries, including Playboy Enterprises, Inc. (“Legacy Playboy”), through which it conducts business, is a global consumer and lifestyle company marketing the Playboy brand through a wide range of direct-to-consumer products, licensing initiatives, digital subscriptions and content, and location-based entertainment. We have three reportable segments: Licensing, Direct-to-Consumer, and Digital Subscriptions and Content. Refer to Note 20, Segments. Business Combination On September 30, 2020, Legacy Playboy entered into an agreement and plan of merger (“Merger Agreement”), with MCAC, MCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of MCAC (“Merger Sub”), and Dr. Suying Liu, the Chief Executive Officer of MCAC. Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub would merge with and into Legacy Playboy (the “Merger”) with Legacy Playboy surviving the Merger as a wholly-owned subsidiary of MCAC (the “Business Combination”). Under the Merger Agreement, MCAC agreed to acquire all of the outstanding shares of Legacy Playboy common stock for approximately $381.3 million in aggregate consideration, comprised of (i) 23,920,000 shares of MCAC common stock, based on a price of $10.00 per share, subject to adjustment, and (ii) the assumption of no more than $142.1 million of Legacy Playboy net debt. The Merger was subject to certain closing conditions, including stockholder approval, no material adverse effects with respect to Legacy Playboy, and MCAC capital requirements. In connection with the execution of the Merger Agreement, Legacy Playboy, Sunlight Global Investment LLC (“Sponsor”), and Dr. Suying Liu entered into a stock purchase agreement (the “Insider Stock Purchase Agreement”). Refer to Note 11, Stockholders’ Equity. On September 30, 2020, concurrently with the execution of the Merger Agreement, MCAC entered into subscription agreements (the “Subscription Agreements”) and registration rights agreements (the “PIPE Registration Rights Agreements”), with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors collectively subscribed for an aggregate 5,000,000 shares of MCAC common stock at $10.00 per share for aggregate gross proceeds of $50.0 million (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination for net proceeds of $46.8 million. On February 10, 2021, the Business Combination was consummated, and MCAC (i) issued an aggregate of 20,916,812 shares of its common stock to existing stockholders of Legacy Playboy, (ii) assumed Legacy Playboy options exercisable for an aggregate of 3,560,541 shares of MCAC common stock at a weighted-average exercise price of $5.61 and (iii) assumed the obligation to issue shares in respect of terminated Legacy Playboy restricted stock units (“RSUs”) for an aggregate of 2,045,634 shares of MCAC common stock to be settled one year following the closing date. In addition, in connection with the consummation of the Business Combination, MCAC was renamed “PLBY Group, Inc.” We incurred $1.3 million in transaction costs that were recorded in “additional paid-in capital” upon consummation of the Business Combination. Legacy Playboy’s options and RSUs that were outstanding as of immediately prior to the closing of the Business Combination (but not an option granted to Ben Kohn on January 31, 2021 to purchase 965,944 shares of our common stock at an exercise price of $10.52 per share (the “Pre-Closing Option”)) were accelerated and fully vested. Each outstanding option was assumed by MCAC and automatically converted into an option to purchase such number of shares of MCAC’s common stock equal to the product of (x) the merger consideration and (y) the option holder’s respective percentage of the merger consideration. All RSUs that were then outstanding were terminated and will be settled in shares of common stock equal to the product of (x) the merger consideration, and (y) the terminated RSU holder’s respective percentage of the merger consideration. The Business Combination was accounted for as a reverse recapitalization whereby MCAC, who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Legacy Playboy was treated as the accounting acquirer. This determination was primarily based on Legacy Playboy having a majority of the voting power of the post-combination company, Legacy Playboy’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Legacy Playboy compared to MCAC, and Legacy Playboy’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Playboy is issuing stock for the net assets of MCAC. The net assets of MCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Playboy. All share, per share and net loss per share amounts prior to the Business Combination have been retroactively restated to reflect the recapitalization. The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (977) Net contributions from Merger and PIPE Investment 99,911 Less: transaction costs paid in 2020 (292) Merger and PIPE Investment $ 99,619 Basis of Presentation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States, (“GAAP”). Prior Period Reclassifications The Company has reclassified certain prior fiscal year amounts in the accompanying consolidated financial statements to be consistent with the current fiscal year presentation. As such, merchant processing fees of $1.2 million, previously included in selling and administrative expenses within the consolidated statement of operations for the year ended December 31, 2020 were classified as cost of sales to conform with 2021 presentation. Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company and Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 17, Business Combinations), have different fiscal quarter and year ends. Honey Birdette follows a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Each fiscal year of Honey Birdette consists of four 13-week quarters, with an extra week added to each fiscal year every five or six years. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. The difference in fiscal periods for Honey Birdette and the Company is considered to be insignificant and no related adjustments have been made in the preparation of these consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly assess these estimates, including but not limited to, valuation of the Company’s trademarks and trade name; the recoverability of editorial inventory; newsstand sales of the Company’s publications, pay-per-view and video-on-demand buys, and monthly subscriptions to the Company’s television and digital content; the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; and stock-based compensation expense including the determination of the fair value of our stock. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations . Business Combinations We allocate the consideration transferred to the fair value of assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. The excess of fair value of the identifiable assets and liabilities over the consideration transferred is recorded as a gain in the consolidated statement of operations. Such valuations require management to make significant estimates and assumptions. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Concentrations of Business and Credit Risk At various times throughout the year, the Company maintained cash balances in excess of Federal Deposit Insurance Corporation insured limits. We have not experienced any losses in such accounts and do not believe that there is any credit risk to our cash. Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers to whom our products are sold and/or licensed. The following represents revenue and receivables from the Company's customers exceeding 10% of the total in each category as of, and for the years ended, December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Customer Receivables Revenue Receivables Revenue Customer A 30 % * * 11 % Customer B 15 % * 30 % * Customer C * * * 15 % *Indicates the revenues or receivables for the customer did not exceed 10% of the Company’s total in each category as of or for the years ended December 31, 2021 or 2020. Cash Equivalents Cash equivalents are temporary cash investments with an original maturity of three months or less at the date of purchase and are stated at cost, which approximates fair value. Restricted Cash At December 31, 2021 and 2020, restricted cash was primarily related to cash collateralized letters of credit we maintained in connection with the lease of our Los Angeles headquarters and the purchase of an aircraft, as well as Honey Birdette’s term deposit in relation to Sydney office lease. Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for credit losses. The allowances credit losses are increased by the recognition of bad debt expense and decreased by charge-offs (net of recoveries) or by reversals to income. In determining expected credit losses, we consider our historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. A receivable balance is written off when we deem the balance to be uncollectible. The allowance for credit losses was $0.2 million at December 31, 2021 and 2020. Inventories Inventories consist primarily of finished goods and are stated at the lower of cost and net realizable value, using the first-in, first-out (“FIFO”) method. Licensed Programming and Digital Content Costs We license content for programming on Playboy Television. The license costs are capitalized and reflected in prepaid expenses and other current assets on our consolidated balance sheets. Licensed programming costs are amortized over a two-year period, representing the estimated period of use, with 50% of the cost amortized when the program is initially aired as we typically expect more upfront viewing, and the remaining balance over two years. Amortization of licensed programming costs is recorded in cost of sales on our consolidated statements of operations. We review factors impacting the amortization of the licensed programming costs on an ongoing basis. We conduct impairment testing on programming costs whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the carrying amount of the asset is not recoverable based on a forecasted undiscounted cash flow analysis, such asset would be reduced by the estimated shortfall of fair value to recorded value. We estimate fair value using a forecasted-discounted cash flow method based in part on our financial results and our expectation of future performance. Digital content expenditures related to our online content platforms are expensed when the content is published. Deferred Offering Costs Legal, accounting and other costs incurred in connection with the Business Combination are capitalized as deferred offering costs in other noncurrent assets on the consolidated balance sheet as of December 31, 2020. Capitalized deferred offering costs were $0.7 million at December 31, 2020. On February 10, 2021, upon consummation of the Business Combination, all deferred offering costs incurred through that date were reclassified to additional paid-in capital. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, except for assets acquired in connection with our business combinations, which are reflected at fair value at the date of combination. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and are immediately expensed for preliminary project activities or post-implementation activities. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The useful life for furniture and equipment ranges from three two Intangible Assets and Goodwill Indefinite-lived intangible assets that are not amortized but subject to annual impairment testing consist of Playboy-branded trademarks. We periodically perform a quantitative assessment to estimate the fair value of our Playboy-branded trademarks. Based on the annual quantitative impairment test, we determined there were no impairment charges to our indefinite-lived assets to be recognized during the years ended December 31, 2021 and 2020. We perform annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, we will estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. If a quantitative test is required, we will estimate the fair value of a reporting unit. We recognize an impairment charge based on the excess of the carrying value over the fair value of the reporting unit. Based on our annual impairment tests, we determined there were no impairment charges to goodwill and our definite-lived assets to be recognized during the years ended December 31, 2021 and 2020. Definite-lived intangible assets include distribution agreements, photo and magazine archives, licensing agreements, and trade names and customer lists, which we recognized in connection with our business combinations. Because these assets were recognized as identifiable intangible assets in connection with our previous business combinations, we do not incur costs to renew or extend their terms. All of our definite-lived intangible assets are amortized using the straight-line method over their useful lives. Impairment of Long-Lived Assets The carrying amounts of long-lived assets, including property and equipment, stores, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate over its remaining life. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to the fair value. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the revised shorter useful life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. For the periods presented, we had recorded no impairment charges of long-lived assets. Digital Assets Digital assets, including non-fungible tokens and cryptocurrencies, are included in indefinite-lived intangible assets in the consolidated balance sheets. We have ownership of and control over our digital assets and may use third party custodial services to secure them. Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). We determine the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform a quarterly, or more frequent review to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate that it is more likely than not that our digital assets are impaired. The cost basis of digital assets will not be adjusted upward for subsequent increases in fair value. Such impairment in the value of digital assets is recorded as a component of other operating expenses in our consolidated statements of operations. We recorded an impairment loss of approximately $1.0 million related to digital assets during the year ended December 31, 2021. Leases Prior to January 1, 2021, we categorize leases at their inception as either operating or capital. In the ordinary course of business, we entered into noncancelable operating leases for office space. We recognize lease costs on a straight-line basis and treat lease incentives as a reduction of rent expense over the term of the agreement. The differences between cash rent payments and rent expense are recorded as deferred rent liabilities. Upon adoption of Topic 842 on January 1, 2021, we determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. We determine the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. We use the non-cancelable lease term when recognizing the right-of-use ("ROU") assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives. Variable costs, such as common area maintenance costs and additional payments for percentage rent, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. As the implicit rate of the leases is not determinable, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments in determining the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term. We do not recognize ROU assets on lease arrangements with a term of 12 months or less. Treasury Stock Treasury stock is stated at cost. Revenue Recognition We recognize revenue when we transfer promised goods or services in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation. We apply judgment to determine the nature of the promises within a revenue contract and whether those promises represent distinct performance obligations. In determining the transaction price, we do not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of cumulative revenue when the uncertainty is resolved. We evaluate the nature of the license as to whether it provides a right to access or right to use the intellectual property (“IP”), which then determines whether the revenue is recognized over time or at a point in time. Sales or usage-based royalties received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales or usage-based royalty has been allocated is satisfied. Trademark Licensing We license trademarks under multi-year arrangements with consumer products, online gaming and location-based entertainment businesses. Typically, the initial contract term ranges between one Consumer Products We generate revenue from the sale of intimate and other apparel, Halloween costumes and accessories, primarily through our direct-to-consumer channels (e-commerce sites and brick-and-mortar retail stores). We recognize e-commerce revenue upon delivery of the purchased goods to the buyer as our performance obligation, consisting of the sale of goods, is satisfied at this point in time when control is transferred. We recognize retail store revenue at a point in time when a store satisfies a performance obligation and transfers control of the product to the customer. Our revenue is recognized net of incentives and estimated returns. We periodically offer promotional incentives to customers, including basket promotional code discounts and other credits, that are treated as a reduction of revenue. A portion of consumer product sales is generated through third-party sellers, who list the product on their websites. These sales are either fulfilled by us or through the third-party seller’s fulfillment services. We recognize the fees retained by the third-party sellers as expenses in cost of sales for inventory provided through drop-shipment arrangements. We charge shipping fees to customers. Since control transfers to the customer after the shipping and handling activities, we account for these activities as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of sales at the time revenue is recognized. Magazine and Digital Subscriptions Digital subscription revenue is derived from subscription sales of PlayboyPlus.com and Playboy.tv , which are online content platforms. Digital subscriptions represent a stand-ready obligation to provide continuous access to the platform, which is satisfied ratably over the term of the subscription. We receive fixed consideration shortly before the start of the subscription periods from these contracts, which are primarily sold in monthly, annual, or lifetime subscriptions. Revenues from lifetime subscriptions are recognized ratably over a five-year period, representing the estimated period during which the customer accesses the platforms. Revenues from Playboy magazine and digital subscriptions are recognized ratably over the subscription period. We discontinued publishing Playboy magazine in the first quarter of 2020. Revenues generated from the sales of creator offerings to consumers on centerfold.com , our creator-led platform launched in December 2021, are recognized at the point in time when the sale is processed. Revenues generated from centerfold.com subscriptions are recognized ratably over the subscription period. Tokenized Digital Art and Collectibles We record revenue from sales of our tokenized digital art and collectibles at the point in time when the control is transferred on a gross basis. We are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined that we are the principal in these transactions as we have custody and control of our digital assets prior to the sale to the customer, and discretion and latitude in establishing the price. TV and Cable Programming We license our programming content to certain cable television operators and direct-to-home satellite television operators who pay royalties based on monthly subscriber counts and pay-per-view and video-on-demand buys for the right to distribute our programming under the terms of affiliation agreements. The distinct performance obligations under such affiliation agreements include (i) a continuous transmission service to deliver live linear feeds and (ii) licenses to our functional IP that are provided over the contract term that provide the operators the right to use our content library as it exists at a point in time. For both performance obligations, our IP is the predominant or sole item to which the royalties relate. Royalties are generally collected monthly and revenue is recognized as earned. The amount of royalties due to us is reported by operators based on actual subscriber and transaction levels. Such information is generally not received until after the close of the reporting period. In these cases, we follow the variable consideration framework and constraint guidance to estimate the number of subscribers and transactions to recognize royalty amounts based on historical experience. Historical adjustments to recorded estimates have not been material. We offer sales incentives through various programs, consisting primarily of co-op marketing. We record advertising with customers as a reduction to revenue unless we receive a distinct benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the distinct benefit received, in which case we record it as a marketing expense. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to consideration which will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of an unsatisfied performance obligation. We record a contract liability (deferred revenue) when revenue is recognized subsequent to cash collection. For long-term non-cancelable contracts whereby we have begun satisfying the performance obligation, we will record contract assets for the unbilled consideration which is contingent upon our future performance. Contract assets and contract liabilities are netted on a contract-by-contract basis. Unredeemed Site Credits Site credits consist of gift cards issued and credits for returned merchandise. Revenue from the issuance of site credits is recognized when the site credit is redeemed by the customer. We also recognize revenue for the estimated breakage related to unredeemed site credits on a pro-rata basis as the credit. Practical Expedients Payment terms and conditions vary by contract type. However, our terms generally include a requirement of payment within 30 days if not paid in advance. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less. Additionally, we have applied the practical expedient to not capitalize incremental costs of obtaining a contract if the amortization would be less than 12 months. Sales Taxes Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Cost of Sales Cost of sales primarily consist of merchandise costs, warehousing, personnel and editorial content costs for Playboy magazine (through March 31, 2020), websites, credit card fees and collectibles, and Playboy Television, agency fees, branding events and paper, printing, customer shipping and handling expenses, fulfillment activities, and freight-in. Selling and Administrative Selling and administrative expenses primarily consist of corporate office and retail store occupancy costs, personnel-related costs including stock-based compensation, and contractor fees for accounting/finance, legal, human resources, information technology and other administrative functions, general marketing and promotional activities, insurance and management fees. Selling and administrative costs are expensed as incurred. Advertising Costs We expense advertising costs as incurred. Advertising expense was $22.7 million and $10.4 million for the years ended December 31, 2021 and 2020, respectively. We also have various arrangements with customers pursuant to which we reimburse them for a portion of their advertising costs in the form of co-op marketing which provide advertising benefits to us. The costs that we incur for such advertising costs are recorded as a reduction of revenue. Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options, restricted stock units and performance stock units granted to employees, directors, and nonemployees, based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which the recipient is required to provide service. We adjust compensation expense based on actual forfeitures, as necessary. Our stock options vest ratably over the contractual vesting period, which is generally three Our phantom stock appreciation rights ("PSARs") entitle the holder to receive cash determined by reference to appreciation, from and after the date of grant, in the fair market |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. For cash equivalents, receivables and certain other current assets and liabilities, the amounts reported approximate fair value due to their short-term nature. For debt, we believe that the amounts reported approximate fair value based upon the refinancing of our senior secured debt in May 2021, its amendment in August 2021 and the Aircraft Term Loan we obtained in May 2021. Refer to Note 9, Debt, for additional disclosures about our debt. The following table summarizes the fair value of our financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (36,630) $ (36,630) December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities PSARs liability $ — $ — $ (858) $ (858) There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The phantom stock appreciation rights (“PSARs”) liability is remeasured to its fair value each reporting period until its settlement at the end of the four-year vesting period with changes in fair value recorded in “selling and administrative expenses” in the consolidated statements of operations. The fair value of the PSARs is based on the fair value of one unit of the equity of Yandy, our wholly-owned subsidiary, which was estimated using a combination of market and income approaches to determine the enterprise value, weighting each approach and applying a discount for lack of marketabilit y. The fair value of each PSAR as of December 31, 2020 was based on a Black-Scholes model using the fair value per unit of Yandy’s equity of $50.46 as an input as well as the following: (i) base price of $13.00; (ii) volatility of 29.30%; (iii) expected term of three years; and (iv) risk-free rate o f 0.17%. The assumptions used to estimate the liability are based on estimates and any change in such assumptions could increase or decrease the liability by a material amount. Contingent consideration liability is comprised of contingent consideration recorded in connection with the acquisition of Honey Birdette, which represents the fair value for the shares issued to the Honey Birdette sellers that remained subject to lock-up restrictions as of December 31, 2021, net of the fair value of the FY22 true-up adjustment, and contingent consideration recorded in connection with the acquisition of GlowUp, which represents the fair value for shares which may be issued and cash which may be paid to the GlowUp sellers subject to certain indemnification obligations and performance criteria. Refer to Note 17, Business Combinations. We recorded the acquisition-date fair value of these contingent liabilities as part of the consideration transferred. The fair value of contingent and deferred consideration was estimated using either (i) a Monte Carlo simulation analysis in an option pricing framework, using revenue projections, volatility and stock price as key inputs or (ii) a scenario-based valuation model using probability of payment, certain cost projections, and either discounting (in the case of cash-settled consideration) or stock price (for share-settled consideration) as key inputs. The analysis approach was chosen based on the terms of each purchase agreement and our assessment of appropriate methodology for each case. The contingent payments and value of stock issuances are subsequently remeasured to fair value each reporting date using the same fair value estimation method originally applied with updated estimates and inputs as of December 31, 2021. We recorded $2.4 million of charges as a result of contingent liabilities fair value remeasurement in selling and administrative expenses in 2021. We classified financial liabilities associated with the contingent consideration as Level 3 due to the lack of relevant observable inputs. Changes in assumptions described above could have an impact on the payout of contingent consideration. The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the year ended December 31, 2021 (in thousands): December 31, Beginning balance $ 858 Issuance of contingent consideration in connection with our acquisitions 34,390 PSARs liability settlement (846) Change in fair value and other 2,228 Ending balance $ 36,630 Assets Measured and Recorded at Fair Value on a Non-recurring Basis In addition to liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.The Company recognized losses of $1.0 million during the year ended December 31, 2021 related to our digital assets which had a fair value of $6.8 million on the impairment date. Fair value of digital assets held are predominantly based on Level 1 inputs. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances Our contract assets relate to the Trademark Licensing revenue stream where arrangements are typically long-term and noncancelable. Contract assets are reclassified to accounts receivable when the right to bill becomes unconditional. Our contract liabilities consist of billings or payments received in advance of revenue recognition and are recognized as revenue when transfer of control to customers has occurred. Contract assets and contract liabilities are netted on a contract-by-contract basis. Contract assets were $17.4 million and $8.3 million as of December 31, 2021 and 2020, respectively. Contract liabilities were $53.6 million and $55.1 million as of December 31, 2021 and 2020, respectively. The changes in such contract balances during the year ended December 31, 2021 primarily relate to (i) $55.1 million of revenues recognized that were included in gross contract liabilities at December 31, 2020, (ii) $4.8 million increase in contract liabilities due to cash received in advance or consideration to which we are entitled remaining in the net contract liability balance at period end, (iii) $48.2 million of contract assets reclassified into accounts receivable as the result of rights to consideration becoming unconditional, (iv) a $0.9 million increase in contract liabilities due to the acquisition of Honey Birdette, and (v) a $10.0 million increase in contract assets due to certain trademark licensing contract modification. Contract assets and contract liabilities are netted on a contract-by-contract basis. Contract assets were $8.3 million and $8.0 million as of December 31, 2020 and December 31, 2019, respectively. Contract liabilities were $55.1 million and $51.6 million as of December 31, 2020 and December 31, 2019, respectively. The changes in such contract balances during the year ended December 31, 2020 primarily relate to (i) $55.8 million of revenues recognized that were included in gross contract liabilities at December 31, 2019, (ii) $4.5 million increase in contract liabilities due to cash received in advance or consideration to which we are entitled remaining in the net contract liability balance at period end (iii) $54.7 million of contract assets reclassified into accounts receivable as the result of rights to consideration becoming unconditional and (iv) $0.3 million decrease in contract liabilities due to contract modifications. Future Performance Obligations As of December 31, 2021, unrecognized revenue attributable to unsatisfied and partially unsatisfied performance obligations under our long-term contracts was $370.0 million of which $363.0 million relates to Trademark Licensing, $4.9 million relates to Magazine and Digital Subscriptions, and $2.0 million relates to other obligations. Unrecognized revenue of the Trademark Licensing revenue stream will be recognized over the next nine years, of which 64% will be recognized in the first five years. Unrecognized revenue of the Magazine and Digital Subscriptions revenue stream will be recognized over the next five years of which 50% will be recognized in the first year. Unrecognized revenues under contracts disclosed above do not include contracts for which variable consideration is determined based on the customer’s subsequent sale or usage. Disaggregation of Revenue The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2021 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 64,021 $ — $ 2,034 $ — $ 66,055 Magazine, digital subscriptions and product — — 21,268 799 22,067 TV and cable programming — — 10,454 162 10,616 Consumer products — 147,848 — — 147,848 Total revenues $ 64,021 $ 147,848 $ 33,756 $ 961 $ 246,586 Year Ended December 31, 2020 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 61,142 $ — $ 2,420 $ — $ 63,562 Magazine, digital subscriptions and product — — 8,658 771 9,429 TV and cable programming — — 9,835 692 10,527 Consumer products — 64,116 — 28 64,144 Total revenues $ 61,142 $ 64,116 $ 20,913 $ 1,491 $ 147,662 The following table disaggregates revenue by point-in-time versus over time (in thousands): December 31, 2021 2020 Point in time $ 170,847 $ 86,492 Over time 75,739 61,170 Total revenues $ 246,586 $ 147,662 |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net The following table sets forth inventories, net, which are stated at the lower of cost (specific cost and first-in, first-out) and net realizable value (in thousands): December 31, 2021 2020 Editorial and other pre-publication costs $ 263 $ 298 Merchandise finished goods 39,618 11,490 Total $ 39,881 $ 11,788 At December 31, 2021 and 2020, reserves for slow-moving and obsolete inventory related to merchandise finished goods amounted to $1.5 million and $0.2 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid agency fees and commissions $ 24 $ 2,408 Prepaid foreign withholding taxes 2,431 2,207 Deposits 1,302 100 Prepaid insurance 1,209 313 Contract assets, current portion 77 1,173 Software implementation costs 1,585 — Prepaid inventory not yet received 2,749 — Licensed programming costs 447 497 Other 3,592 2,124 Total $ 13,416 $ 8,822 As of December 31, 2021, the unamortized balance of the licensed programming costs will be recognized over two years. We recognized amortization expense of $0.5 million, and $0.4 million for the years ended December 31, 2021 and 2020, respectively. Additionally, in 2021, the Company capitalized implementation costs incurred through a cloud computing arrangement that is a service contract. The capitalized implementation costs related to the cloud computing arrangement are amortized over the term of the arrangement, which is three years. These costs are classified in our consolidated balance sheets in prepaid expenses and other current assets or other noncurrent assets based on the term of the arrangement, and the related cash flows are presented as cash outflows from operations. The amortization expense related to capitalized implementation costs during the year ended December 31, 2021 was immaterial. |
Property and Equipment, Net
Property and Equipment, Net | 1 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Furniture and fixtures $ 11,908 $ 7,211 Aircraft 13,298 — Leasehold improvements 9,619 3,543 Total property and equipment, gross 34,825 10,754 Less: accumulated depreciation (8,380) (5,551) Total $ 26,445 $ 5,203 In May 2021, we purchased an aircraft for an aggregate purchase price of $12.0 million. Subsequently we capitalized $1.3 million of costs related to the refurbishment of the aircraft and inspecting and testing the aircraft prior to purchase. The aircraft is being amortized on a straight-line basis over its estimated useful life of seven years. The aggregate depreciation expense related to property and equipment, net was $3.5 million and $1.6 million for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Our indefinite-lived intangible assets that are not amortized but subject to annual impairment testing consist of $331.9 million and $336.7 million of Playboy-branded trademarks and acquired trade names as of December 31, 2021 and 2020, respectively. In January 2021, we ass essed and adjusted the expected use of our certain acquired trade names. In determining the estimated useful life of acquired trade names, we consider the longevity of the trade name, economic factors and period over which economic benefit is consumed, among other factors. N o material impact was recorded during the year ended December 31, 2021. During the fourth quarter of 2021, we released "Rabbitars", a non-fungible token collection, and accepted Ethereum as payment. As of December 31, 2021, the carrying value of our digital assets held was $6.8 million, which reflects cumulative impairments of $1.0 million. The table below summarizes our intangible assets, net (in thousands): December 31, 2021 2020 Digital assets, net $ 6,836 $ — Total amortizable intangible assets, net 86,519 2,377 Total indefinite-lived intangible assets 331,925 336,655 Total $ 425,280 $ 339,032 Capitalized trademark costs include costs associated with the acquisition, registration and/or renewal of our trademarks. We expense certain costs associated with the defense of our trademarks. Registration and renewal costs of $0.6 million and $0.7 million were capitalized during the years ended December 31, 2021 and 2020, respectively. The weighted average period prior to the next renewal or extension of such trademarks is 8.6 years as of December 31, 2021. Our amortizable intangible assets consisted of the following (in thousands): Weighted- Gross Carrying Accumulated Net Carrying December 31, 2021 Trade names 11.8 $ 85,684 $ (3,293) $ 82,391 Distribution agreements 15 3,720 (2,687) 1,033 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (236) 944 Developed technology 3 2,300 (149) 2,151 Total $ 94,884 $ (8,365) $ 86,519 Weighted- Gross Carrying Accumulated Net Carrying December 31, 2020 Distribution agreements 15 $ 3,720 $ (2,438) $ 1,282 Photo and magazine archives 10 2,000 (1,967) 33 Licensing agreements 9 5,913 (5,913) — Customer list 10 1,180 (118) 1,062 Total $ 12,813 $ (10,436) $ 2,377 The aggregate amortization expense for definite-lived intangible assets was $3.8 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, expected amortization expense relating to definite-lived intangible assets for the next five years and thereafter is as follows (in thousands): 2022 $ 8,430 2023 8,430 2024 8,281 2025 7,663 2026 7,457 Thereafter 46,258 Total $ 86,519 Goodwill Changes in the carrying value of goodwill for the year ended December 31, 2021 were as follows (in thousands): Balance at December 31, 2020 $ 504 Acquisition of TLA 16,374 Acquisition of Honey Birdette 223,381 Acquisition of GlowUp 32,603 Foreign currency translation adjustment (2,285) Balance at December 31, 2021 $ 270,577 |
Other Current Liabilities and A
Other Current Liabilities and Accrued Expense | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities and Accrued Expense | Other Current Liabilities and Accrued Expense Other current liabilities and accrued expenses consist of the following (in thousands): December 31, 2021 2020 Accrued interest $ 1,476 $ 3,991 Accrued agency fees and commissions 3,456 5,950 Outstanding gift cards and store credits 4,960 — Inventory in transit 8,323 — Taxes 5,654 846 Other 8,548 7,769 Total $ 32,417 $ 18,556 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth debt (in thousands): December 31, 2021 2020 Term loan, due 2023 $ — $ 159,058 Term loan, due 2027 (as refinanced and amended) 228,850 — Airplane term loan, due 2026 8,569 — Convertible promissory notes — 6,230 Total debt 237,419 165,288 Less: unamortized debt issuance costs (2,389) (358) Less: unamortized debt discount (6,180) — Total debt, net of unamortized debt issuance costs and debt discount 228,850 164,930 Less: current portion of long-term debt (3,206) (4,470) Net of current portion of unamortized debt issuance costs and debt discount 398 — Less: Promissory notes — (6,230) Total debt, net of current portion $ 226,042 $ 154,230 Term Loan 2014 Term Loan In June 2014, we borrowed $150.0 million under a four-and-one-half-year term loan maturing on December 31, 2018, at an effective rate of 7.0% from DBD Credit Funding LLC pursuant to a credit agreement (the “Credit Agreement”). In December 2019, the term loan was amended to borrow an additional $12.0 million. Our debt bore interest at a rate per annum equal to the Eurodollar Rate for the interest period in effect plus the applicable margin in effect from time to time. The Eurodollar Rate was the greater of (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) determined by the administrative agent divided by 1 minus the statutory reserves (if any) and (b) 1.25% per annum. From 2016 to 2020, the term loan was amended multiple times to increase the commitment amount, extend the maturity date to December 31, 2023, set up a debt reserve account and excess cash account, and to revise the quarterly principal payments and applicable margin rates, among other amendments. In March 2020, the term loan was amended to establish new quarterly principal payment amounts among other amendments. The amendment was assessed and was accounted for as a modification. We incurred additional financing costs of $0.1 million related to this amendment that were capitalized. In January 2021, the term loan was amended to defer the excess cash flow payment due in January 2021 to April 2021 among other amendments. The terms of the modified term loan were not considered substantially different and the amendment was accounted for as a modification. On May 25, 2021, the Credit Agreement was repaid in full and terminated upon completion of the refinancing described below. New Term Loan In May 2021, we consummated the refinancing of the term loan facility (the “Refinancing”), which was scheduled to expire on December 31, 2023. Pursuant to the Refinancing’s new Credit and Guaranty Agreement (the “New Credit Agreement”) with Acquiom Agency Services LLC, as the administrative agent and collateral agent, we obtained a new $160.0 million senior secured term loan (the “New Term Loan”), which was fully funded at the closing of the Refinancing. In connection with the Refinancing, we were required to pay off the prior term loan facility with an outstanding principal balance of approximately $154.7 million, as well as certain fees and expenses in connection with such payoff. We financed the payoff of the prior facility with proceeds from the New Term Loan. As a result of the Refinancing, we recognized a loss on the early extinguishment of debt of $1.2 million during the year ended December 31, 2021, due to $1.0 million of fees which were expensed as incurred in connection with the Refinancing, as well as $0.2 million of fees as a result of such Refinancing. The New Term Loan has a six-year term and matures in May 25, 2027. The New Term Loan accrues interest at LIBOR plus 5.75%, with a LIBOR floor of 0.50%. The interest rate applicable to borrowings under the New Term Loan may subsequently be adjusted on periodic measurement dates provided for under the new credit agreement based on the type of loans borrowed by us and our total leverage ratio at such time. The New Term Loan requires quarterly amortization payments of $0.6 million, commencing on September 30, 2021, with the balance becoming due at maturity. Our obligations pursuant to the New Credit Agreement are guaranteed by the Company and any current and future wholly-owned, domestic subsidiaries of the Company, subject to certain exceptions. In connection with the New Credit Agreement, the Company and the other guarantor subsidiaries of the Company entered into a Pledge and Security Agreement with the collateral agent, pursuant to which we granted a senior security interest to the agent in substantially all of our assets (including the stock of certain of our subsidiaries) in order to secure our obligations under the New Credit Agreement. In August 2021, in connection with the acquisition of Honey Birdette, the New Term Loan was amended to (a) obtain a $70.0 million incremental term loan for the purpose of funding the acquisition, thereby increasing the aggregate principal amount of term loan indebtedness outstanding under the New Credit Agreement to $230.0 million, and (b) amend the terms of the New Credit Agreement to, among other things, permit Honey Birdette and certain of its subsidiaries to guaranty the obligations under the New Credit Agreement. In connection with such amendment, $2.0 million of debt issuance costs were expensed as incurred, and $1.7 million of debt discount were capitalized. As was the case with the 2014 Credit Agreement, the terms of the New Credit Agreement limit or prohibit, among other things, our ability to: incur liens, incur additional indebtedness, make investments, transfer, sell or acquire assets, pay dividends and change the business we conduct. Acquiom Agency Services LLC has a lien on all our assets as stated in the New Credit Agreement. The New Credit Agreement contains a financial covenant which requires the Company to maintain a maximum total gross leverage ratio (calculated as a ratio of consolidated gross funded debt to consolidated EBITDA (as defined in the New Credit Agreement), in accordance with the terms of the New Credit Agreement). The Company was in compliance with the financial covenants under the New Credit Agreement as of December 31, 2021. Aircraft Term Loan In May 2021, we borrowed $9.0 million under a five-year term loan maturing in May 2026 to fund the purchase of an aircraft (the “Aircraft Term Loan”). The stated interest rate was 6.25% as of December 31, 2021. The Aircraft Term Loan requires monthly amortization payments of approximately $0.1 million, commencing on July 1, 2021. We incurred $0.1 million of financing costs related to the Aircraft Term Loan, which were capitalized. Original issue disco unts and deferred financing costs were incurred in connection with the issuance of our term loans. Costs incurred in connection with debt are capitalized and offset against the carrying amount of the related indebtedness. These costs are amortized over the term of the related indebtedness and are included in “interest expense” in the consolidated statements of operations. Amortization expense related to deferred financing costs was immaterial for the years ended December 31, 2021 and 2020. Interest expense related to our debt was $13.3 million and $13.5 million for the years ended December 31, 2021 and 2020, respectively. The stated interest rate was 6.25% and 8.25% as of December 31, 2021 and December 31, 2020 , respectively. The following table sets forth maturities of the principal amount of our term loans as of December 31, 2021 (in thousands): 2022 $ 3,206 2023 3,265 2024 3,327 2025 3,396 2026 6,875 Thereafter 217,350 Total $ 237,419 Convertible Promissory Notes Creative Artists Agency–Global Brands Group LLP In August 2018, a convertible promissory note was issued to CAA Brand Management, LLC (“CAA”) for $2.7 million and a convertible promissory note was issued to GBG International Holding Company Limited (“GBG”) for $7.3 million. These notes were noninterest bearing and were convertible into shares of our common stock no later than October 31, 2020, which was extended to December 31, 2020. The terms of these notes were subject to negotiation in December 2020, and in December 2020, we settled the outstanding GBG note at a 20% discount for $5.8 million, resulting in a gain from settlement of $1.5 million. In January 2021, the outstanding note with CAA was converted into 51,857 shares of Legacy Playboy’s common stock, which was exchanged for 290,563 shares of our common stock upon the closing of the Business Combination in February 2021. Convertible Promissory Note United Talent Agency, LLC In March 2018, we issued a convertible promissory note to United Talent Agency, LLC (“UTA”) for $2.0 million. In June 2018, we issued a second convertible promissory note to UTA for $1.5 million. These notes were noninterest bearing and were to be convertible into shares of our common stock no later than October 31, 2020, which was extended to December 31, 2020. In January 2021, the settlement terms of the notes were amended to extend the term to the one-month anniversary of the termination or expiration of the Merger Agreement. In February 2021, the outstanding convertible notes with UTA were settled for $2.8 million resulting in a gain from settlement of $0.7 million. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest On April 13, 2015, the Company sold 25% of the membership interest in its subsidiary, After Dark LLC, to an unaffiliated third party for $1.0 million. As part of the arrangement the Company granted a put right to this party which provides the right, but not the obligation, to the third party to cause the Company to purchase all of the third party’s interest in After Dark LLC at the then fair market value. This put right can be exercised on April 13 of each year. Additionally, the put right can be exercised upon a change of control of the Company. To date, the put right has not been exercised, including in connection with the Business Combination. The Company’s controlling interest in this subsidiary requires the operations of this subsidiary to be included in the consolidated financial statements. Noncontrolling interest with redemption features, such as put options, that are not solely within our control (redeemable noncontrolling interest) are reported as mezzanine equity on the consolidated balance sheets as of December 31, 2021 and 2020, between liabilities and equity. Net income or loss of After Dark LLC is allocated to its noncontrolling member interest based on the noncontrolling member interest’s ownership percentage. Additionally, the results of operations of the subsidiary that are not attributable to the Company are shown as “Net loss attributable to redeemable noncontrolling interest” in the consolidated statements of operations for the years ended December 31, 2021 and 2020. There was no change in the balance of the redeemable noncontrolling interest as After Dark LLC did not generate any operating activities during 2021 and 2020. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The holders of the Company’s common stock have one vote for each share of common stock. Common stockholders are entitled to dividends when, as, and if declared by the Company’s Board of Directors (the “Board”). As of December 31, 2021, no dividends had been declared by the Board. Common stock reserved for future issuance consists of the following: December 31, 2021 2020 Shares available for grant under stock option plan 4,003,059 1,646,518 Options issued and outstanding under stock option plan 3,211,071 2,594,597 Unvested restricted stock units 585,075 313,976 Vested restricted stock units not yet settled 2,133,179 1,731,658 Unvested performance-based restricted stock units 544,036 — Shares issuable pursuant to a license, services and collaboration agreement 79,485 — Convertible promissory note payable to CAA — 290,563 Total common stock reserved for future issuance 10,555,905 6,577,312 Treasury Stock In connection with the execution of the Merger Agreement, Legacy Playboy, Sponsor, and Dr. Suying Liu entered into the Insider Stock Purchase Agreement, pursuant to which Legacy Playboy purchased 700,000 shares of MCAC’s common stock (the “Initial Shares”) from Sponsor. Subject to the satisfaction of conditions set forth under the Merger Agreement, Sponsor was obligated to transfer the Initial Shares to Legacy Playboy upon the closing of the Merger or, if the Merger Agreement was terminated, upon the consummation of any other business combination. As of December 31, 2020, Legacy Playboy had paid a nonrefundable $4.4 million prepayment, representing the purchase price of the 700,000 Initial Shares, at a price of $6.35 per share. This payment is included as a current asset in the accompanying consolidated balance sheet at December 31, 2020. In February 2021, the Initial Shares were transferred to us upon the closing of the Merger and reclassified from “stock receivable” to “treasury stock” as part of the recapitalization. In connection with our recapitalization that occurred with the consummation of the Business Combination, we eliminated Legacy Playboy’s previously held treasury stock of 1,164,847 shares. We held 700,000 shares of treasury stock as of December 31, 2021. Public Offering In June 2021, we completed a public offering in which 4,720,000 shares of our common stock were sold at a price of $46 per share. The underwriters were also granted an option to purchase up to an additional 708,000 shares of our common stock from us at the public offering price, less underwriting discounts and commissions. Such option expired unexercised. We incurred approximately $13.2 million of underwriting commissions and $1.0 million of public offering related fees, which were netted against the proceeds. The net proceeds received from the public offering were $202.9 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In June 2018, Legacy Playboy adopted its 2018 Equity Incentive Plan (“2018 Plan”), under which 6,287,687 of Legacy Playboy’s common shares were originally reserved for issuance. Our employees, directors, officers, and consultants are eligible to receive nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other share awards under the 2018 Plan. All stock options and restricted stock unit awards granted under the 2018 Plan in 2019 and 2020 that were outstanding immediately prior to the consummation of the Business Combination were accelerated and fully vested (other than the Pre-Closing Option), and subsequently converted into options to purchase or the right to receive shares of our common stock as described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies. The impact of the acceleration of the vesting of 829,547 stock options and 288,494 restric ted stock unit awards was an expense of $3.1 million for the year ended December 31, 2021 . On February 9, 2021, our stockholders approved our 2021 Equity and Incentive Compensation Plan, w hich became effective following co nsummation of the Business Combination. As of December 31, 2021 , 4,003,059 shares were available for issuance under the 2021 Plan. In addition, the shares authorized for the 2021 Plan may be increased on an annual basis via an evergreen refresh mechanism for a period of up to 10 years, beginning with the fiscal year that begins January 1, 2022, in an amount equal up to 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year. Following the effectiveness of the 2021 Plan, no further awards will be granted under the 2018 Plan, but the 2018 Plan will remain outstanding and continue to govern outstanding awards granted thereunder. On October 29, 2021, we awarded restricted stock units for the issuance of 567,080 shares of our common stock upon settlement, stock options for the purchase of 259,305 shares of our common stock and performance-based restricted stock units for the issuance of 2,176,130 shares of our common stock upon settlement (collectively, the “Equity Grants”) to certain of our employees. The Equity Grants were issued pursuant to the 2021 Plan . The exercise price for the stock option grants is $28.08 per share, which was the closing share price for a share of our common stock on the grant date. The restricted stock units and stock option grants vest subject to each grantee’s continued service to the Company. The performance-based restricted stock units vest upon the achievement of certain share price targets by our common stock and subject to each grantee’s continued service to the Company. On December 23, 2021 , we awa rded restricted stock units for the issuance of 112,482 shares of our common stock upon settlement to certain of our directors. Stock Option Activity Stock option activity under our 2018 and 2021 Plans is as follows: Number of Weighted- Weighted- Aggregate intrinsic value (in thousands) Balance – December 31, 2020 2,594,597 $ 3.79 8.5 $ 13,791 Granted (1) 1,225,249 $ 14.24 Exercised (608,775) $ 3.83 $ 20,207 Forfeited — — Cancelled — — Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Exercisable – December 31, 2021 1,985,822 $ 3.77 7.1 $ 45,407 Vested and expected to vest as of December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 (1) The options granted during the period were not included in the number of options for which vesting was accelerated as part of the Business Combination. The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stock at December 31, 2021. The grant date fair value of options that vested during the years ended December 31, 2021 and 2020 was $2.1 million and $1.1 million, respectively. The options granted during the years ended December 31, 2021 and 2020 had a weighted-average fair value of $6.18 and $3.22 per share, respectively, at the grant date. Restricted Stock Units A summary of restricted stock unit activity under our 2018 and 2021 Plans is as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2020 313,976 $ 4.30 Granted 679,562 $ 28.22 Vested (404,992) $ 9.77 Forfeited (3,471) $ 28.08 Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 The total fair value of restricted stock units that vested during the years ended December 31, 2021 and 2020 was approximately $4.0 million and $1.9 million, respectively. All 2,133,179 outstanding and fully vested restricted stock units remained unsettled at December 31, 2021, out of which 2,042,163 are legacy outstanding and fully vested restricted stock units that will be settled at least one year from the consummation of the Business Combination. As such, they are excluded from outstanding shares of common stock but are included in weighted-average shares outstanding for the calculation of basic net loss per share for the year ended December 31, 2021. Performance Stock Units To determine the value of performance-based restricted stock units for stock-based compensation purposes, the Company uses the Monte Carlo simulation valuation model. The Monte Carlo simulation model utilizes multiple input variables, including derived service period of 1.88 years, to estimate the probability that the market conditions will be achieved and is applied to the trading price of our common stock on the date of grant. A summary of performance stock unit activity under our 2021 Plan is as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2020 — — Granted 2,176,130 $ 26.18 Vested (1,632,094) $ 28.08 Forfeited — — Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 The total fair value of performance-based restricted stock units that vested during the years ended December 31, 2021 and 2020 was approximately $45.8 million and $— million, respectively. Stock Options Granted To determine the value of stock option awards for stock-based compensation purposes, the Company uses the Black-Scholes option-pricing model and the assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Fair value of common stock – Prior to the Business Combination, the fair value of our shares of common stock underlying the awards has historically been determined by the Board of Directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of our common stock, transactions in our common stock, and general and industry specific economic outlook, among other factors. Subsequent to the Business Combination, the fair value of our common stock is based on the quoted price of our common stock. Expected term — For employee awards granted at-the-money, we estimate the expected term based on the simplified method, which is the midpoint between the vesting date and the end of the contractual term for each award since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For nonemployee awards and employee awards granted out-of-the-money, our best estimate of the expected term is the contractual term of the award. Volatility — We derive the volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards as we do not have sufficient historical trading history for our stock. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. Risk-free interest rate — The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant, the term of which is consistent with the expected life of the award. Dividend yield — We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. We estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year Ended December 31, 2021 2020 Fair value of common stock $4.63 - $28.08 $5.02 - $8.69 Expected term, in years 5.49 - 5.86 5 - 6.06 Expected volatility 45% - 47% 40% - 50% Risk-free interest rate 0.57% - 1.27% 0.39% - 1.46% Expected dividend yield 0% 0% Stock-Based Compensation Expense Stock-based compensation expense under our Plans was as follows (in thousands): Year Ended December 31, 2021 2020 Cost of sales (1) $ 1,955 $ 10 Selling and administrative expenses 56,491 2,978 Total $ 58,446 $ 2,988 (1) Cost of sales includes $1.8 million of stock-based compensation expense associated with equity awards granted to an independent contractor for services pursuant to the terms of a license, services and collaboration agreement. At December 31, 2021, total unrecognized compensation expense related to unvested stock option awards was $5.7 million and is expected to be recognized over the remaining weighted-average service period of 2.3 years. At December 31, 2021, total unrecognized compensation expense related to unvested restricted stock unit awards was $14.3 million and is expected to be recognized over the remaining weighted-average service period of 2.5 years. At December 31, 2021, total unrecognized compensation expense related to unvested performance-based restricted stock unit awards was $10.1 million and is expected to be recognized over the remaining weighted-average service period of 1.8 years. Phantom Stock Appreciation Rights In September 2020, the Company established the Yandy Phantom Stock Appreciation Rights Plan (“PSAR Plan”) whereby PSARs are granted to certain executives. PSARs granted under the plan are non-assignable and are cash-settled based on the fair value of a common stock unit of Yandy on a minority, non-marketable basis, on the four-year anniversary of the vesting commencement date. We granted 91,500 PSARs during 2021 which vest over a four-year period, commencing on December 31, 2020, with a one-year cliff and monthly vesting thereafter. The liability associated with the PSARs is remeasured at the end of each reporting period and is recorded within other noncurrent liabilities on our consolidated balance sheets at its fair value of $— and $0.9 million as of December 31, 2021 and December 31, 2020. In the second quarter of 2021, the portion of PSAR liability was forfeited pursuant to a separation agreement with an employee, and, in the third quarter of 2021, we entered into agreements with employees holding the remaining PSARs, pursuant to which outstanding PSARs were forfeited and subsequently converted into restricted stock units in October 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Our principal lease commitments are for office space and operations under several noncancelable operating leases with contractual terms expiring from 2021 to 2031. Some of these leases contain renewal options and rent escalations. In 2019, we entered into an agreement to lease space for our corporate headquarters in Los Angeles, which we occupied under a sublease with a third party. The new lease commenced in July 2020 upon the expiration of the sublease and is for a term of approximately seven years. We have $2.0 million in cash collateralized letters of credit related to the lease and sublease as of December 31, 2021 and 2020, respectively. Yandy’s operating lease for warehousing and office space in Phoenix, Arizona expired in February 2021, following an extension of the original December 2020 expiration. On August 26, 2020, we entered into a non-cancellable operating lease for 51,962 square feet of warehousing and office space in Phoenix, Arizona for Yandy’s operations. The lease commenced on February 1, 2021 and expires on May 31, 2031, with an option to renew for an additional five Additionally, we are eligible to receive a tenant improvement allowance of up to $0.8 million. In 2017, we vacated our New York office space and entered into an agreement to sublease the space for a period approximating the remaining term of our lease. This lease expires in 2024. In connection with the acquisition of TLA, as disclosed in Note 17, Business Combinations, we acquired 41 retail stores (40 stores as of December 31, 2021), one office and one warehouse space, which TLA leases and operates in Washington, Oregon, California, Texas and Tennessee for the purpose of selling its products to customers. The majority of the leases are triple net leases, for which TLA, as a lessee, is responsible for paying rent as well as common area maintenance, insurance and taxes. Lease terms run between 2 and 10 years in length, with the average lease term being approximately 5 years and in many cases include renewal options. In connection with the acquisition of Honey Birdette, as disclosed in Note 17, Business Combinations, we acquired 59 retail stores and two office spaces, which Honey Birdette leases and operates in Australia, the United States and the United Kingdom for the purpose of selling its products to customers. The majority of the leases are triple net leases, for which Honey Birdette, as a lessee, is responsible for paying rent as well as common area maintenance, insurance and taxes. Lease terms run between 2 and 10 years in length, with the average lease term being approximately 5 years and in many cases include renewal options. Lease cost associated with operating leases is charged to expense in the year incurred and is included in our consolidated statements of oper ations. For the year ended December 31, 2020, lease cost charged to selling, general and administrative expense was $3.1 million. Lease cost for the year ended December 31, 2021 is included in the table below. Lease cost charged to cost of sales for the years ended December 31, 2021 and 2020 was immaterial. Most of our leases include one or more options to renew, with renewal terms that generally can extend the lease term for an additional 4 to 5 years. The exercise of lease renewal options is at our sole discretion. As of December 31, 2021 the weighted average remaining term of these operating leases is 5.4 years and the weighted average discount rate used to estimate the net present value of the operating lease liabilities was 4.9%. Cash payments for amounts included in the measurement of operating lease liabilities were $7.3 million for the year ended December 31, 2021. Right of use assets obtained in exchange for new operating lease liabilities were $3.0 million for the year ended December 31, 2021. Net lease cost recognized in our consolidated statements of operations as of December 31, 2021 is summarized as follows (in thousands): Year Ended December 31, 2021 Operating lease cost $ 9,099 Variable lease cost 1,370 Short-term lease cost 674 Sublease income (368) Net lease cost $ 10,775 Maturities of our operating lease liabilities as of December 31, 2021 are as follows (in thousands): Years ending December 31: Amounts 2022 $ 11,447 2023 9,894 2024 8,314 2025 6,588 2026 6,131 Thereafter 7,393 Total undiscounted lease payments 49,767 Less: imputed interest (4,536) Total operating lease liabilities $ 45,231 Operating lease liabilities, current portion 9,697 Operating lease liabilities, noncurrent portion $ 35,534 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) Legal Contingencies From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. TNR Case On December 17, 2021, Thai Nippon Rubber Industry Public Limited Company, a manufacturer of condoms and lubricants and a publicly traded Thailand company (“TNR”), filed a complaint in the U.S. District Court for the Central District of California against Playboy and its subsidiary Products Licensing, LLC. TNR alleges a variety of claims relating to Playboy’s termination of a license agreement with TNR and the business relationship between Playboy and TNR prior to such termination. TNR alleges, among other things, breach of contract, unfair competition, breach of the implied covenant of good faith and fair dealing, and interference with contractual and business relations due to Playboy’s conduct. TNR is seeking over $100 million in damages arising from the loss of expected profits, declines in the value of TNR’s business, unsalable inventory and investment losses. Playboy believes TNR’s claims and allegations are without merit, and Playboy will defend itself vigorously in this matter. Dream Case On December 7, 2021, Steve Shaw, a former consultant to GlowUp Digital, Inc. (a/k/a “Dream” and subsequently renamed Centerfold Digital Inc.), the company acquired by a wholly-owned subsidiary of the Company, brought suit in the Superior Court of the State of California, County of Los Angeles, against Michael Dow and Michael Berman (the principals of Dream), Centerfold Digital Inc. and Playboy. Mr. Shaw alleges a variety of claims, based upon an alleged (unsigned) agreement with Dream that Mr. Shaw was to be granted up to 20% of the equity of Dream (valued at $6 million based on the $30 million purchase price in the agreement for the Company’s acquisition of Dream). Subsequent to such alleged agreement and prior to the Company’s acquisition of Dream, Dream and Mr. Shaw entered into a standard mutual release agreement pursuant to which Mr. Shaw released any claims against Dream, including any rights to equity in Dream, in exchange for a monetary payment. Mr. Shaw is alleging, among other things, breach of contract, misrepresentation and fraud in connection with his alleged agreement with Dream and the circumstances under which he entered into the release. Mr. Shaw is seeking damages, costs and attorneys’ fees. Playboy believes Mr. Shaw’s claims and allegations are without merit, and Playboy will defend itself vigorously in this matter, including the assertion of its own counterclaims. 2020 Former Employee Case On May 18, 2020, a former employee filed a complaint against us in Los Angeles County Superior Court related to the individual’s former employment with us. A settlement was reach ed in April 2 021 for dismissal of the case upon payment to the complainant of $0.2 million, which is anticipated to be primarily covered by our employment practices liability insurance. AVS Case In March 2020, our subsidiary Playboy Enterprises International, Inc. (together with its subsidiaries, “PEII”) terminated its license agreement with a licensee, AVS Products, LLC (“AVS”), for AVS’s failure to make required payments to PEII under the agreement, following notice of breach and an opportunity to cure. On February 6, 2021, PEII received a letter from counsel to AVS alleging that the termination of the contract was improper, and that PEII failed to meet its contractual obligations, preventing AVS from fulfilling its obligations under the license agreement. On February 25, 2021, PEII brought suit against AVS in Los Angeles Superior Court to prevent further unauthorized sales of PLAYBOY branded products and for disgorgement of unlawfully obtained funds. On March 1, 2021, PEII also brought a claim in arbitration against AVS for outstanding and unpaid license fees. PEII and AVS subsequently agreed that the claims PEII brought in arbitration would be alleged in the Los Angeles Superior Court case instead, and on April 23, 2021, the parties entered into and filed a stipulation to that effect with the court. On May 18, 2021, AVS filed a demurrer, asking for the court to remove an individual defendant and dismiss PEII’s request for a permanent injunction. On June 10, 2021, the court denied AVS’s demurrer. AVS filed an opposition to PEII’s motion for a preliminary injunction to enjoin AVS from continuing to sell or market PLAYBOY branded products on July 2, 2021, which the court denied on July 28, 2021. On August 10, 2021, AVS filed a cross-complaint for breach of contract, breach of the implied covenant of good faith and fair dealing, quantum meruit and declaratory relief. As in its February 2021 letter, AVS alleges its license was wrongfully terminated and that PEII failed to approve AVS’ marketing efforts in a manner that was either timely or that was commensurate with industry practice. AVS is seeking to be excused from having to perform its obligations as a licensee, payment of the value for services rendered by AVS to PEII outside of the license, and damages to be proven at trial. We believe AVS’ claims and allegations are without merit, and we will defend this matter vigorously. The parties are currently engaged in discovery. The court has set a preliminary trial date of September 13, 2022. Hefner Trust Case On May 21, 2019, Michael Whalen, as Trustee for the Hugh M. Hefner 1991 Trust, (the “Trust”), initiated an arbitration against the Company asserting that the Company had breached that certain License Agreement between Hugh M. Hefner (“Mr. Hefner”) and the Company dated on or about March 4, 2011, wherein Mr. Hefner licensed his image, signature, voice, likeness and other elements of his persona and identity to the Company. The Trust has also asserted statutory claims against the Company for the alleged violation of Mr. Hefner’s right of publicity. The parties entered into a Settlement Agreement, dated August 21, 2020, pursuant to which the Company paid to the Trust $1.8 million to settle this matter in September 2020. 2019 Former Employee Case On April 1, 2019, a former employee, through counsel, delivered to the Company a letter which set forth various potential claims against the Company related to the individual’s former employment with the Company. A settlement was reached in October 2020 in the amount of $2.6 million. We have employment practices liability insurance for such claims which is capped at $2.5 million. We paid $0.4 million in November 2020, representing the amount of the settlement not covered by the employment practices liability insurance and had a $0.3 million receivable from the insurance provider as of December 31, 2020, and had received such amount as of December 31, 2021. Michigan Class Action Case In January 2019, a class action suit was initiated against the Company on behalf of a group of Michigan Playboy magazine subscribers, where the subscribers sued after their personal details were disclosed in violation of the Michigan Preservation of Personal Privacy Act. The parties entered into a Settlement Agreement which was approved, and the court entered a final judgement on August 19, 2020 in the amount of $3.9 million to be paid by the Company. The amount was paid in September 2020. Indian Harbor Case On October 15, 2018, Playboy filed a lawsuit in Los Angeles Superior Court (the “Court”) against its insurer, Indian Harbor Insurance Company (“Indian Harbor”), captioned Playboy Enterprises, Inc. v. Indian Harbor Insurance Company, for breach of contract and breach of the covenant of good faith and fair dealing, and seeking declaratory relief, after Indian Harbor threatened to sue Playboy on an alleged theory of lack of coverage after Indian Harbor paid approximately $4.8 million towards the settlement of claims against Playboy made by Elliot Friedman. Among other things, we are seeking declaratory relief that the underlying claims asserted against Playboy are covered claims under Playboy’s insurance policies with Indian Harbor. On December 14, 2018, Indian Harbor filed its answer to the complaint and filed counterclaims against Playboy for declaratory relief that it has no obligation to provide coverage for the underlying claims and that it is entitled to recoup the amounts it paid in the settlement, with interest. Indian Harbor filed a motion for summary judgment, seeking, among other things, summary adjudication that (1) the insurance policy does not provide coverage because the underlying claim was allegedly first made before the policy period of the policy and (2) that Indian Harbor does not have to provide coverage because Playboy allegedly failed to provide timely notice of the claim. On September 9, 2020, the Court denied Indian Harbor’s motion, in part, ruling as a matter of law that Playboy had properly reported the underlying claim under the correct policy; but granted the motion as to Playboy’s breach of contract and bad faith claims because Indian Harbor ultimately funded the settlement. Based on the summary judgment ruling, the parties agreed to enter into a stipulated judgment in Playboy’s favor to advance the issues for appeal, with Indian Harbor intending to appeal the Court’s decision as to when the underlying claim was first made. The Court entered the parties’ stipulated judgment on July 26, 2021. On October 15, 2021, Indian Harbor filed its notice of appeal. On December 13, 2021, Indian Harbor filed its opening appellate brief, and our response is due by March 29, 2022. We intend to continue to prosecute our claims in this matter and vigorously defend ourselves against Indian Harbor’s counterclaims on appeal. We may periodically be involved in other legal proceedings arising in the ordinary course of business. These matters are not expected to have a material adverse effect on the Company’s consolidated financial statements. COVID-19 In March 2020, COVID-19 was declared a pandemic by the World Health Organization. Since that time, we have focused on protecting our employees, customers and vendors to minimize potential disruptions while managing through this pandemic. Nonetheless, the COVID-19 pandemic continues to disrupt and delay global supply chains, affect production and sales across a range of industries and result in legal restrictions requiring businesses to close and consumers to stay at home for days-to-months at a time. These disruptions have impacted our business by slowing the launch of new products, causing certain products sold by Yandy to be out-of-stock, hindering new licensing and collaboration deals, temporarily closing retail stores of Honey Birdette post-acquisition and certain of our licensees and closing the London Playboy Club and certain other Playboy-branded live gaming operations. As a result, licensing revenues from certain gaming and retail licensees declined in the last three quarters of 2020 and the full year of 2021, as compared to royalties from such sources during pre-pandemic periods. However, as of the date of these consolidated financial statements, our business as a whole has not suffered any material adverse consequences to date from the COVID-19 pandemic, as negative impacts have thus far been offset by an increase in online direct-to-consumer sales and higher royalties from licensing collaborations in the United States during the years ended December 2020 and 2021. The extent of the impact of COVID-19 on our future operational and financial performance will depend on certain developments, including the further duration and spread of the outbreak and its impact on employees and vendors, all of which are uncertain and cannot be predicted. As of the date of these consolidated financial statements, the full extent to which COVID-19 may impact our future financial condition or results of operations is uncertain. |
Severance Costs
Severance Costs | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Severance Costs | Severance Costs We have incurred severance costs stemming from reducing our headcount as the business has shifted from primarily a print and digital media business, generating advertising and sponsorship revenues, to primarily a commerce business marketing consumer products. We did not incur such costs during the year ended December 31, 2021. The costs incurred during the year ended December 31, 2020 resulted from the rightsizing of our business. We recorded severance costs of $0.6 million in accrued salaries, wages, and employee benefits and $0.1 million in other noncurrent liabilities as of December 31, 2020 on the consolidated balance sheets. Severance costs in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2020 Corporate Other Total Cost of sales $ 153 $ 1,022 $ 1,175 Selling and administrative expenses 463 206 669 Total severance costs $ 616 $ 1,228 $ 1,844 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table sets forth the domestic and foreign components of income/(loss) before income taxes (in thousands): Year ended December 31, 2021 2020 US $ (73,385) $ 1,801 Foreign (7,070) — Total $ (80,455) $ 1,801 The following table sets forth income tax benefit (expense) (in thousands): Year Ended December 31, 2021 2020 Current expense from income taxes: Federal $ — $ — State (219) (237) Foreign (3,843) (4,422) Total current expense from income taxes (4,062) (4,659) Deferred benefit (expense) from income taxes: Federal 6,616 567 State (2,088) (2,980) Foreign 2,313 — Total deferred benefit (expense) from income taxes 6,841 (2,413) Total $ 2,779 $ (7,072) The following table sets forth a reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate: Year ended December 31, 2021 2020 Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit (2.4) 10.1 Foreign withholding taxes, net of credits (1) (3.2) 189.9 Transaction costs (2.4) 29.5 Change in the statutory rate (1.8) 96.3 Change in valuation allowance 4.6 (80.8) Equity compensation (2) (9.3) — Foreign rate differential 0.8 — Adjustment to deferred taxes (3.0) 125.4 Other (1.0) 1.3 Effective rate 3.5 % 392.7 % (1) Forei gn withholding taxes, net of credits relate to foreign tax withholding on royalties received from various foreign jurisdictions. (2) The 2021 equity compensation adjustment is mainly related to the windfall tax deductions reduced by the officer compensation limitations. On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous income tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The FFCR Act and CARES Act did not have a material impact on the Company’s consolidated financial statements as of December 31, 2021. On June 29, 2020, Assembly Bill 85 (“A.B. 85”) was signed into California law. A.B. 85 provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5.0 million of tax per year. A.B. 85 suspends the use of net operating losses for taxable years 2021, 2022 and 2023 for certain taxpayers with taxable income of $1.0 million or more. The carryover period for any net operating losses that are suspended under this provision will be extended. A.B. 85 also requires that business incentive tax credits including carryovers may not reduce the applicable tax by more than $5.0 million for taxable years 2021, 2022 and 2023. Due to A.B.85, the Company was not able to offset its California taxable income with its net operating losses during these years. As of December 31, 2021, the Company had an immaterial amount of unremitted earnings related to certain foreign subsidiaries. The Company intends to continue to reinvest its foreign earnings indefinitely and does not expect to incur any significant United States taxes related to such amounts. Deferred tax assets and liabilities are recognize d for the expected future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply in the years in which the temporary differences are expected to reverse. The following table sets forth the significant components of deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 48,368 $ 45,113 Tax credit carryforwards — 2,805 Deferred revenue 1,951 1,312 Stock compensation 3,284 2,557 Investment in partnership 11,409 11,402 Lease liabilities 4,417 — Other deductible temporary differences 6,587 4,996 Total deferred tax assets 76,016 68,185 Less valuation allowance (63,712) (67,444) Deferred tax assets, net $ 12,304 $ 741 Deferred tax liabilities: Fixed assets $ (521) $ 219 Intangible assets (99,676) (75,757) Right of use assets (3,305) — Other deductible temporary differences (10) (112) Total deferred tax liabilities (103,512) (75,650) Deferred tax liabilities, net $ (91,208) $ (74,909) The realization of deferred income tax assets may be dependent on the Company’s ability to generate sufficient income in future years in the associated jurisdiction to which the deferred tax assets relate. The Company considers all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pre-tax loss, the Company concluded that except for the deferred tax liability recorded on certain indefinite life intangibles, it should record a full valuation allowance against all other net deferred income tax assets at December 31, 2021 and 2020 as none of these deferred income tax assets were more likely than not to be realized as of the balance sheet dates. However, the amount of the deferred income tax assets considered realizable may be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present. Based on the level of historical operating results the Company has recorded a valuation allowance of $63.7 million and $67.4 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company’s valuation allowance decreased by $3.7 million, mainly driven by the expense of certain stock compensation deferred tax assets due to the officers' compensation limitation, and the expiration of certain tax credits and state NOLs. As of December 31, 2021, the Company had federal and state NOL carryforwards of $203.1 million and $72.6 million, respectively, available to offset taxable income in tax year 2022 and thereafter. Of the $203.1 million in federal NOL carryforwards, $19.7 million can be carried forward indefinitely and the remaining NOL carryforwards start to expire in 2028. Of the $72.6 million in state NOL carryforwards, $0.1 million can be carried forward indefinitely and the remaining start to expire in 2022. The Company also had Australian NOL of $1.6 million that can be carried forward indefinitely. Tax laws impose restrictions on the utilization of NOL carryforwards and research and development credit carryforwards in the event of a change in ownership of the Company as defined by Internal Revenue Code Sections 382 and 383. The Company has experienced ownership changes in the past that impact the availability of its net operating losses and tax credits. Should there be additional ownership changes in the future, the Company's ability to utilize existing carryforwards could be substantially restricted. A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 Balance at the beginning of the year $ 610 $ 610 Increase (decrease) for positions taken in the prior year — — Increase (decrease) for positions taken in the current year 141 — Decrease related to settlements with taxing authorities — — Decrease from lapse in statute of limitations — — Balance at the end of the year $ 751 $ 610 The Company records a tax benefit from uncertain tax positions only if it is more likely than not the tax position will be sustained with the taxing authority having full knowledge of all relevant information. The Company records a reduction to deferred tax assets for unrecognized tax benefits from uncertain tax positions as discrete tax adjustments in the first period that the more-likely-than-not threshold is not met. As of December 31, 2020, the Company recorded unrecognized tax benefits of $0.6 million in its financial statements. For the year ended December 31, 2021, the Company recorded unrecognized tax benefits of $0.8 million. All unrecognized tax benefits are related to foreign withholding taxes on the Company’s licensing revenue. The reversal of the uncertain tax benefits would affect the effective tax rate. The Company has not incurred any material interest or penalties as of the current reporting period with respect to income tax matters. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We estimate that $0.1 million of the unrecognized tax benefits will be recognized over the next 12 months. As of December 31, 2021 and 2020, there were no material interest and penalties associated with unrecognized tax benefits recorded in the Company's consolidated statements of operations or consolidated balance sheets. The Company is subject to examinations by taxing authorities for income tax returns filed in the U.S. federal and states as well as foreign jurisdictions. The Company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2016 or prior; however, its tax attributes, such as NOL carryforwards and tax credits, are still subject to examination in the year they are used. In our foreign tax jurisdictions, the statute of limitation for tax years after 2015 remain open for examinations in Australia, and for tax years after 2019 in the UK. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the reconciliation of weighted-average shares used in computing net loss per share, basic and diluted: Year Ended December 31, 2021 2020 Net loss attributable to PLBY Group Inc. $ (77,676) $ (5,271) Weighted average shares of common stock outstanding 37,818,301 22,199,591 Vested restricted stock units not issued 287,435 — Weighted-average shares used in computing net loss per share, basic and diluted 38,105,736 22,199,591 Net loss per share basic and diluted $ (2.04) $ (0.24) The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2021 2020 Stock options to purchase common stock 3,211,071 2,594,597 Unvested restricted stock units 585,075 313,976 Unvested performance-based restricted stock units 544,036 — Convertible promissory notes — 684,615 Total 4,340,182 3,593,188 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of TLA Acquisition Corp. On March 1, 2021, we acquired 100% of the equity of TLA Acquisition Corp. (“TLA”) for cash consideration of $24.9 million. TLA is the parent company of the Lovers family of stores, a leading omnichannel online and brick-and-mortar sexual wellness chain, with 40 stores in five states. The primary drivers for the acquisition were to leverage TLA’s brick-and-mortar presence, e-commerce capabilities, attractive brand positioning and customer database. The following table sets forth the final allocation of the purchase price for TLA to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from TLA (in thousands): Tangible net assets and liabilities: Inventory $ 7,614 Property and equipment 1,665 Accounts payable (1,319) Other net assets (3,518) Total net assets 4,442 Intangible assets: Trade name 4,100 Total intangible assets 4,100 Net assets acquired 8,542 Purchase consideration 24,916 Goodwill $ 16,374 The estimated fair value of the assets and liabilities acquired was determined by our management. TLA’s inventory consists of merchandise finished goods and its fair value was measured as net realizable value, or the selling price of the inventory less costs of disposal and a reasonable profit allowance for the selling effort. Trade name consists of the TLA trade name/domain and its fair value was estimated using a relief-from-royalty method. The useful life of the TLA trade name was estimated to be ten years. Unfavorable leasehold interest is due to the fair values of acquired lease contracts having contractual rents higher than fair market rents. This liability will be wound down as an offset to rent expense over a four-year period, which is the average remaining contractual life of the acquired leases. The unfavorable leasehold interest liability is included in the other net assets amount in the table above. The net updates to the estimated purchase price allocation in the fourth quarter of 2021 were immaterial. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $16.4 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our e-commerce and brick-and-mortar market positions. Although this TLA acquisition does not give rise to any new tax deductible goodwill, TLA has tax deductible goodwill of $19.0 million from a previous acquisition. TLA’s operating results were consolidated with ours beginning on March 1, 2021. Therefore, the consolidated results of operations for the year ended December 31, 2021 may not be comparable to the same periods in 2020. TLA’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 44,739 Costs and expenses Cost of sales (19,122) Selling and administrative expenses (22,737) Total costs and expenses (41,859) Operating income 2,880 Nonoperating income 5 Income taxes expense (24) Net income $ 2,861 Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 reflects (i) the reduction in amortization expense based on fair value adjustments to the intangible assets acquired from TLA; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest acquired from TLA; and (iii) the reversal of interest expense on TLA’s debt that was settled on the acquisition date. For the year ended December 31, 2021, transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not nec essarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 255,435 $ 147,662 $ 186,612 Net loss $ (77,676) $ (76,264) $ (5,271) $ (12,717) Acquisition of Honey Birdette On June 28, 2021, we entered into a Share Purchase Agreement to acquire Honey Birdette, a company organized under the laws of Australia. Pursuant to the SPA, on August 9, 2021, we acquired all of the capital stock of Honey Birdette. Aggregate consideration for the acquisition consisted of approximately $233.4 million in cash and 2,155,849 shares of our common stock. The Closing Date per share price of our common stock of $26.57 resulted in total consideration transferred of $288.8 million. As a result of the transaction, Honey Birdette became our indirect, wholly-owned subsidiary. On August 19, 2021, an additional 4,412 shares of Company common stock were issued to the Honey Birdette sellers pursuant to the terms of the FY21 true-up under the SPA. The acquisition of the luxury lingerie brand Honey Birdette, with 58 stores across three continents (59 stores as of December 31, 2021), expands our brand portfolio with a new high-end franchise, and provides us with product design, sourcing and direct-to-consumer capabilities that we believe can be leveraged to accelerate the growth of our core apparel and sexual wellness businesses. The following table presents the fair value of the consideration transferred in the acquisition of Honey Birdette (in thousands) at the closing of the acquisition. The amounts initially reported in Australian dollars, were translated into U.S. dollars using an exchange rate of $0.7356 as of the Closing Date. Cash consideration $ 233,441 Stock consideration: Transferred shares (1) 29,889 Lock-up shares (2) 25,460 Total consideration transferred $ 288,790 (1) The fair value of approximately 1,124,919 shares of common stock of the Company transferred to the sellers based on a price of $26.57 per share at closing. (2 ) The fair value of approximately 1,030,930 shares of common stock of the Company issued and held at the Company’s transfer agent account based on a price of $26.57 per share at closing, and true-up adjustments representing a fair value of the settlement at closing based on Honey Birdette’s fiscal year 2021 EBITDA results and price per share of $26.57 at Closing, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and Closing true-up resulted in 4,412 shares of our common stock being issued to the Honey Birdette sellers on August 19, 2021. The lock-up shares are subject to post-closing true-up adjustments, where, following the closing, the Honey Birdette sellers are entitled to the issuance of additional shares of Company common stock in the event that Honey Birdette’s financial results for each of its 2021 and 2022 fiscal years exceed certain financial targets set forth in the SPA (each a “true-up”). In the event that Honey Birdette fails to achieve certain financial results for its 2021 and 2022 fiscal years as set forth in the SPA, a portion of the stock consideration may be canceled in accordance with the terms of the SPA. The fair value of the lock-up shares and FY22 true-up adjustment was recorded as a contingent liability in current liabilities. The acquisition-date fair value of the contingent consideration liability to be settled in a variable number of shares was determined based on the likelihood of issuing stock related to the contingent earn-out clauses, as part of the consideration transferred. For contingent consideration to be settled in common stock, we use public market data to determine the fair value of the shares as of the acquisition date and on an ongoing basis. See Note 2, Fair Value Measurements, for subsequent measurements of these contingent liabilities. The following table sets forth the final allocation of the purchase price for Honey Birdette to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Honey Birdette (in thousands): Net assets and liabilities: Cash $ 3,950 Inventory 16,015 Property and equipment 5,185 Other tangible net assets (liabilities) (12,243) Unfavorable leasehold interest, net (1,690) Trade name 77,238 Deferred tax liability (23,046) Total net assets acquired 65,409 Purchase consideration 288,790 Goodwill $ 223,381 The estimated fair value of the assets and liabilities acquired was determined by our management. Honey Birdette’s inventory consists of merchandise finished goods, and its fair value was measured as net realizable value, or the selling price of the inventory less costs of disposal and a reasonable profit allowance for the selling effort. Trade name consists of the Honey Birdette trade name/domain, and its fair value was estimated using a relief-from-royalty method. The useful life of the Honey Birdette trade name was estimated to be 12 years. Unfavorable leasehold interest, net is due to the fair values of acquired lease contracts having contractual rents higher than fair market rents. This liability will be wound down as an offset to rent expense over the remaining contractual life of the acquired leases. The updates to the estimated purchase price allocation in the fourth quarter of 2021 were primarily due to a decrease in inventory step up adjustment. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $223.4 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our e-commerce and brick-and-mortar market positions. The acquisition was a tax-free acquisition as we acquired the carryover tax basis of Honey Birdette’s assets and liabilities. As a result of the acquisition, we acquired estimated deferred tax liabilitie s of $23.0 millio n. Honey Birdette’s operating results are consolidated with our operating results beginning on August 9, 2021. Therefore, our consolidated results of operations for the year ended December 31, 2021 may not be comparable to the same period in 2020. Honey Birdette’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 32,288 Costs and expenses: Cost of sales (14,445) Selling and administrative expenses (17,341) Total costs and expenses (31,786) Operating income 502 Nonoperating income 559 Benefit (expense) from income taxes 2,162 Net income $ 3,223 Pro Forma Financial Information (Unaudited) The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 reflects (i) the increase in amortization expense based on fair value adjustments to the intangible assets acquired from Honey Birdette; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest, net acquired from Honey Birdette; (iii) intere st expense associated with the borrowing of an additional $70.0 million under our New Credit Agreement used to partially finance the acquisition; (iv) amortization of the inventory fair value step-up adjustment; (v) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (vi) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. Transaction costs incurred by us and Honey Birdette during the year ended December 31, 2021 were $9.0 million and $12.9 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 292,708 $ 147,662 $ 201,524 Net loss $ (77,676) $ (67,772) $ (5,271) $ (15,931) Acquisition of GlowUp On October 22, 2021, we completed the acquisition (the “GlowUp Merger”) of GlowUp Digital Inc., a Delaware corporation (“GlowUp”), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2021 (the “GlowUp Agreement”), by and among the Company, PB Global Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Dream Merger Sub”), GlowUp and Michael Dow, solely in his capacity as representative of the holders of the outstanding shares of GlowUp’s common stock and of the holders of the outstanding SAFEs (Simple Agreements for Future Equity) issued by GlowUp. At the effective time of the GlowUp Merger, the separate corporate existence of Dream Merger Sub ceased, and GlowUp survived the GlowUp Merger as a wholly-owned subsidiary of the Company under the name “Centerfold Digital Inc” ("Centerfold"). At the closing of the GlowUp Merger, in accordance with the terms of the GlowUp Agreement, including certain adjustments to the GlowUp Merger consideration determined as of the closing, (i) holders of GlowUp’s equity securities that are accredited investors became entitled to receive, in the aggregate, 548,034 shares of the Company’s common stock and (ii) holders of GlowUp equity securities that are non-accredited investors became entitled to receive, in the aggregate, $342,308 in cash. Pursuant to the GlowUp Agreement, the number of GlowUp Merger consideration shares was determined based on a price per share of $23.4624, which was the volume weighted average closing price per share of the Company’s common stock on the Nasdaq Global Market over the 10 consecutive trading day period ending on (and including) the trading day immediately preceding the execution of the GlowUp Agreement (i.e., October 14, 2021), representing aggregate closing consideration of approximately $13.2 million. In addition, $0.8 million in transaction expenses were paid by the Company on behalf of the sellers as of closing. Contingent consideration of up to an additional 664,311 shares of our stock and $0.4 million in cash in the aggregate may be issued or paid (as applicable) to GlowUp’s equity holders upon the release of the portion thereof held back in respect of indemnification obligations or the satisfaction of performance criteria, as applicable, pursuant to the terms of the GlowUp Agreement. The fair value of contingent consideration at closing was valued at $18.1 million, $9.2 million of which was classified as equity and $8.9 million was recorded in current liabilities. The closing date per share price of the Company’s common stock of $27.60 resulted in total consideration transferred valued at $34.4 million at closing. The following table summarizes the fair value of the total consideration transferred in the acquisition of GlowUp at the closing of the acquisition (in thousands). Cash consideration (including transaction expenses paid for sellers) $ 1,142 Stock consideration 15,126 Contingent consideration 18,097 Total consideration transferred $ 34,365 The acquisition-date fair value of the contingent consideration to be settled in shares or paid in cash (as applicable) to GlowUp’s equity holders upon the release of the portion thereof held back in respect of indemnification obligations or the satisfaction of performance criteria was determined based on the likelihood of issuing stock or paying cash related to the contingent clauses, as part of the consideration transferred. For contingent consideration to be settled in common stock, we use public market data to determine the fair value of the shares as of the acquisition date and on an ongoing basis. See Note 2, Fair Value Measurements, for subsequent measurements of these contingent liabilities. The following table sets forth the preliminary allocation of the purchase price for GlowUp to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from GlowUp (in thousands): Net assets and liabilities: Developed technology $ 2,300 Deferred tax liability (538) Total net assets acquired 1,762 Purchase consideration 34,365 Goodwill $ 32,603 The estimated fair value of the assets and liabilities acquired was determined by our management. Developed technology has a useful life of three years. The total acquisition consideration was greater than the fair value of the net assets acquired resulting in the recognition of goodwill of $32.6 million. The factors that make up the goodwill amount primarily pertain to the value of the expected synergies resulting in strengthening and expansion of our digital subscription positions. The acquisition was a tax-free acquisition as we acquired the carryover tax basis of GlowUp’s assets and liabilities. As a result of the acquisition, we recorded estimated deferred tax liabilitie s of $0.5 million . Our estimate is preliminary and is subject to finalization and adjustment, which could be material, during the measurement period of up to one year from the acquisition date. During the measurement period, we will adjust the estimate if new information is obtained about facts or circumstances that existed as of the acquisition date that, if known, would have changed the estimate. Centerfold’s operating results are consolidated with our operating results beginning on October 22, 2021. Therefore, our consolidated results of operations for the year ended December 31, 2021 may not be comparable to the same period in 2020. Centerfold’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 did not have a material impact on our consolidated results of operations. |
Accrued Salaries, Wages, and Em
Accrued Salaries, Wages, and Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Accrued Salaries, Wages, and Employee Benefits | Accrued Salaries, Wages, and Employee Benefits Our US Employee Investment Savings Plan is a defined-contribution plan consisting of two components: a 401(k) plan and a profit-sharing plan. Eligible employees may participate in our 401(k) plan upon their date of hire. The 401(k) plan offers several mutual fund investment options. The purchase of our stock has never been an option. We make matching contributions to the 401(k) plan based on ea ch participating employee’s contributions and eligible compensation. The matching contribution expense related to this plan was $0.9 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. We are also party to an Australian contrib ution plan that requires contributions based on a percentage of annual compensation. Contributions to these plans totaled $0.9 million for the year ended December 31, 2021. The profit-sharing plan covers all employees who have completed 12 months of service or at least 1,000 hours. Our discretionary contribution to the profit-sharing plan is distributed to each eligible employee’s account in an amount equal to the ratio of each eligibl e employee’s compensation, subject to Internal Revenue Service limitations, to the total compensation paid to all such employees. We did not make any contributions to the plan during the years ended December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsDuring 2011, we entered into a management agreement with an affiliate of one of our stockholders for management and consulting services. Based on the terms of this agreement, management fees were $1.0 million per calendar year. We terminated this agreement in the first quarter of 2021 upon consummation of the Business Combination. We recorded management fees of $1.0 million for the year ended December 31, 2020, and $0.3 million for the year ended December 31, 2021. There were no amounts due to or due from this affiliate as of December 31, 2021 and December 31, 2020. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | SegmentsWe have three reportable segments: Licensing, Direct-to-Consumer, and Digital Subscriptions and Content. The Licensing segment derives revenue from trademark licenses for third-party consumer products and location-based entertainment businesses. The Direct-to-Consumer segment derives revenue from sales of consumer products sold through third-party retailers, online direct-to-customer or brick-and-mortar through our recently acquired sexual wellness chain, Lovers, with 41 stores in five states (40 stores as of December 31, 2021), and lingerie company, Honey Birdette, with 58 stores in three countries, as disclosed in Note 17, Business Combinations (59 stores as of December 31, 2021). The Digital Subscriptions and Content segment derives revenue from the subscription of Playboy programming that is distributed through various channels, including websites and domestic and international television, from trademark licenses for online gaming and from sales of tokenized digital art and collectibles. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Segment information is presented in the same manner that our CODM reviews the operating results in assessing performance and allocating resources. Total asset information is not included in the tables below as it is not provided to and reviewed by our CODM. The “All Other” line items in the tables below are primarily attributable to Playboy magazine and brand marketing and these segments do not meet the quantitative threshold for determining reportable segments. We discontinued publishing Playboy magazine in the first quarter of 2020. The “Corporate” line item in the tables below includes certain operating expenses that are not allocated to the reporting segments presented to our CODM. These expenses include legal, human resources, accounting/finance, information technology and facilities. The accounting policies of the reportable segments are the same as those described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies. The following table sets forth financial information by reportable segment (in thousands): Year Ended December 31, 2021 2020 Net revenues: Licensing $ 64,021 $ 61,142 Direct-to-consumer 147,848 64,116 Digital subscriptions and content 33,756 20,913 All other 961 1,491 Total $ 246,586 $ 147,662 Operating income (loss): Licensing $ 47,477 $ 44,466 Licensing (2,836) (752) Direct-to-consumer 7,882 9,478 Digital subscriptions and content (121,955) (38,462) All other 580 (1,118) Total $ (68,852) $ 13,612 Depreciation and amortization: Licensing $ (284) $ (606) Licensing (4,710) (402) Direct-to-consumer (297) (240) Digital subscriptions and content (2,000) (808) All other — (203) Total $ (7,291) $ (2,259) Goodwill: Licensing $ — $ — Direct-to-consumer 237,470 — Digital subscriptions and content 33,107 504 Total $ 270,577 $ 504 Geographic Information Revenue by geography is based on where the customer is located. Long-lived assets, net includes property and equipment, net and operating lease right-of-use assets. The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, Net revenues: 2021 2020 China $ 43,535 $ 42,569 United States 152,410 76,365 Australia 21,379 4 UK 6,156 5,077 Other 23,106 23,647 Total $ 246,586 $ 147,662 December 31, Long-lived assets: 2021 2020 Australia $ 6,767 $ — United States 57,401 5,203 Other 1,023 — Total $ 65,191 $ 5,203 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States, (“GAAP”) |
Prior Period Reclassifications | Prior Period ReclassificationsThe Company has reclassified certain prior fiscal year amounts in the accompanying consolidated financial statements to be consistent with the current fiscal year presentation. As such, merchant processing fees of $1.2 million, previously included in selling and administrative expenses within the consolidated statement of operations for the year ended December 31, 2020 were classified as cost of sales to conform with 2021 presentation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company and Honey Birdette (Aust) Pty Limited ("Honey Birdette"), which the Company acquired in August 2021 (see Note 17, Business Combinations), have different fiscal quarter and year ends. Honey Birdette follows a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to December 31. Each fiscal year of Honey Birdette consists of four 13-week quarters, with an extra week added to each fiscal year every five or six years. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. The difference in fiscal periods for Honey Birdette and the Company is considered to be insignificant and no related adjustments have been made in the preparation of these consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly assess these estimates, including but not limited to, valuation of the Company’s trademarks and trade name; the recoverability of editorial inventory; newsstand sales of the Company’s publications, pay-per-view and video-on-demand buys, and monthly subscriptions to the Company’s television and digital content; the adequacy of reserves associated with accounts receivable and inventory; unredeemed gift cards and store credits; and stock-based compensation expense including the determination of the fair value of our stock. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations . |
Business Combinations | Business Combinations We allocate the consideration transferred to the fair value of assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. The excess of fair value of the identifiable assets and liabilities over the consideration transferred is recorded as a gain in the consolidated statement of operations. Such valuations require management to make significant estimates and assumptions. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Concentration of Business and Credit Risk | Concentrations of Business and Credit RiskAt various times throughout the year, the Company maintained cash balances in excess of Federal Deposit Insurance Corporation insured limits. We have not experienced any losses in such accounts and do not believe that there is any credit risk to our cash. Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers to whom our products are sold and/or licensed. |
Cash Equivalents | Cash Equivalents Cash equivalents are temporary cash investments with an original maturity of three months or less at the date of purchase and are stated at cost, which approximates fair value. |
Restricted Cash | Restricted Cash At December 31, 2021 and 2020, restricted cash was primarily related to cash collateralized letters of credit we maintained in connection with the lease of our Los Angeles headquarters and the purchase of an aircraft, as well as Honey Birdette’s term deposit in relation to Sydney office lease. |
Accounts Receivable, Net | Accounts Receivable, Net Trade receivables are reported at their outstanding unpaid balances, less allowances for credit losses. The allowances credit losses are increased by the recognition of bad debt expense and decreased by charge-offs (net of recoveries) or by reversals to income. In determining expected credit losses, we consider our historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. A receivable balance is written off when we deem the balance to be uncollectible. The allowance for credit losses was $0.2 million at December 31, 2021 and 2020. |
Inventories | InventoriesInventories consist primarily of finished goods and are stated at the lower of cost and net realizable value, using the first-in, first-out (“FIFO”) method. |
Licensed Programming and Digital Content Costs | Licensed Programming and Digital Content Costs We license content for programming on Playboy Television. The license costs are capitalized and reflected in prepaid expenses and other current assets on our consolidated balance sheets. Licensed programming costs are amortized over a two-year period, representing the estimated period of use, with 50% of the cost amortized when the program is initially aired as we typically expect more upfront viewing, and the remaining balance over two years. Amortization of licensed programming costs is recorded in cost of sales on our consolidated statements of operations. We review factors impacting the amortization of the licensed programming costs on an ongoing basis. We conduct impairment testing on programming costs whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the carrying amount of the asset is not recoverable based on a forecasted undiscounted cash flow analysis, such asset would be reduced by the estimated shortfall of fair value to recorded value. We estimate fair value using a forecasted-discounted cash flow method based in part on our financial results and our expectation of future performance. Digital content expenditures related to our online content platforms are expensed when the content is published. |
Deferred Offering Costs | Deferred Offering Costs Legal, accounting and other costs incurred in connection with the Business Combination are capitalized as deferred offering costs in other noncurrent assets on the consolidated balance sheet as of December 31, 2020. Capitalized deferred offering costs were $0.7 million at December 31, 2020. On February 10, 2021, upon consummation of the Business Combination, all deferred offering costs incurred through that date were reclassified to additional paid-in capital. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, except for assets acquired in connection with our business combinations, which are reflected at fair value at the date of combination. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and are immediately expensed for preliminary project activities or post-implementation activities. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The useful life for furniture and equipment ranges from three two |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Indefinite-lived intangible assets that are not amortized but subject to annual impairment testing consist of Playboy-branded trademarks. We periodically perform a quantitative assessment to estimate the fair value of our Playboy-branded trademarks. Based on the annual quantitative impairment test, we determined there were no impairment charges to our indefinite-lived assets to be recognized during the years ended December 31, 2021 and 2020. We perform annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, we will estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. If a quantitative test is required, we will estimate the fair value of a reporting unit. We recognize an impairment charge based on the excess of the carrying value over the fair value of the reporting unit. Based on our annual impairment tests, we determined there were no impairment charges to goodwill and our definite-lived assets to be recognized during the years ended December 31, 2021 and 2020. Definite-lived intangible assets include distribution agreements, photo and magazine archives, licensing agreements, and trade names and customer lists, which we recognized in connection with our business combinations. Because these assets were recognized as identifiable intangible assets in connection with our previous business combinations, we do not incur costs to renew or extend their terms. All of our definite-lived intangible assets are amortized using the straight-line method over their useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying amounts of long-lived assets, including property and equipment, stores, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate over its remaining life. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to the fair value. |
Digital Assets | Digital Assets Digital assets, including non-fungible tokens and cryptocurrencies, are included in indefinite-lived intangible assets in the consolidated balance sheets. We have ownership of and control over our digital assets and may use third party custodial services to secure them. Digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assign costs to digital asset transactions on a first-in, first-out basis. Gains or losses are not recorded until realized upon sale(s). |
Leases | Leases Prior to January 1, 2021, we categorize leases at their inception as either operating or capital. In the ordinary course of business, we entered into noncancelable operating leases for office space. We recognize lease costs on a straight-line basis and treat lease incentives as a reduction of rent expense over the term of the agreement. The differences between cash rent payments and rent expense are recorded as deferred rent liabilities. Upon adoption of Topic 842 on January 1, 2021, we determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. We determine the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. We use the non-cancelable lease term when recognizing the right-of-use ("ROU") assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives. Variable costs, such as common area maintenance costs and additional payments for percentage rent, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. As the implicit rate of the leases is not determinable, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments in determining the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term. We do not recognize ROU assets on lease arrangements with a term of 12 months or less. |
Treasury Stock | Treasury Stock Treasury stock is stated at cost. |
Revenue Recognition | Revenue Recognition We recognize revenue when we transfer promised goods or services in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation. We apply judgment to determine the nature of the promises within a revenue contract and whether those promises represent distinct performance obligations. In determining the transaction price, we do not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of cumulative revenue when the uncertainty is resolved. We evaluate the nature of the license as to whether it provides a right to access or right to use the intellectual property (“IP”), which then determines whether the revenue is recognized over time or at a point in time. Sales or usage-based royalties received in exchange for licenses of IP are recognized at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales or usage-based royalty has been allocated is satisfied. Trademark Licensing We license trademarks under multi-year arrangements with consumer products, online gaming and location-based entertainment businesses. Typically, the initial contract term ranges between one Consumer Products We generate revenue from the sale of intimate and other apparel, Halloween costumes and accessories, primarily through our direct-to-consumer channels (e-commerce sites and brick-and-mortar retail stores). We recognize e-commerce revenue upon delivery of the purchased goods to the buyer as our performance obligation, consisting of the sale of goods, is satisfied at this point in time when control is transferred. We recognize retail store revenue at a point in time when a store satisfies a performance obligation and transfers control of the product to the customer. Our revenue is recognized net of incentives and estimated returns. We periodically offer promotional incentives to customers, including basket promotional code discounts and other credits, that are treated as a reduction of revenue. A portion of consumer product sales is generated through third-party sellers, who list the product on their websites. These sales are either fulfilled by us or through the third-party seller’s fulfillment services. We recognize the fees retained by the third-party sellers as expenses in cost of sales for inventory provided through drop-shipment arrangements. We charge shipping fees to customers. Since control transfers to the customer after the shipping and handling activities, we account for these activities as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of sales at the time revenue is recognized. Magazine and Digital Subscriptions Digital subscription revenue is derived from subscription sales of PlayboyPlus.com and Playboy.tv , which are online content platforms. Digital subscriptions represent a stand-ready obligation to provide continuous access to the platform, which is satisfied ratably over the term of the subscription. We receive fixed consideration shortly before the start of the subscription periods from these contracts, which are primarily sold in monthly, annual, or lifetime subscriptions. Revenues from lifetime subscriptions are recognized ratably over a five-year period, representing the estimated period during which the customer accesses the platforms. Revenues from Playboy magazine and digital subscriptions are recognized ratably over the subscription period. We discontinued publishing Playboy magazine in the first quarter of 2020. Revenues generated from the sales of creator offerings to consumers on centerfold.com , our creator-led platform launched in December 2021, are recognized at the point in time when the sale is processed. Revenues generated from centerfold.com subscriptions are recognized ratably over the subscription period. Tokenized Digital Art and Collectibles We record revenue from sales of our tokenized digital art and collectibles at the point in time when the control is transferred on a gross basis. We are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors. We determined that we are the principal in these transactions as we have custody and control of our digital assets prior to the sale to the customer, and discretion and latitude in establishing the price. TV and Cable Programming We license our programming content to certain cable television operators and direct-to-home satellite television operators who pay royalties based on monthly subscriber counts and pay-per-view and video-on-demand buys for the right to distribute our programming under the terms of affiliation agreements. The distinct performance obligations under such affiliation agreements include (i) a continuous transmission service to deliver live linear feeds and (ii) licenses to our functional IP that are provided over the contract term that provide the operators the right to use our content library as it exists at a point in time. For both performance obligations, our IP is the predominant or sole item to which the royalties relate. Royalties are generally collected monthly and revenue is recognized as earned. The amount of royalties due to us is reported by operators based on actual subscriber and transaction levels. Such information is generally not received until after the close of the reporting period. In these cases, we follow the variable consideration framework and constraint guidance to estimate the number of subscribers and transactions to recognize royalty amounts based on historical experience. Historical adjustments to recorded estimates have not been material. We offer sales incentives through various programs, consisting primarily of co-op marketing. We record advertising with customers as a reduction to revenue unless we receive a distinct benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the distinct benefit received, in which case we record it as a marketing expense. Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to consideration which will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of an unsatisfied performance obligation. We record a contract liability (deferred revenue) when revenue is recognized subsequent to cash collection. For long-term non-cancelable contracts whereby we have begun satisfying the performance obligation, we will record contract assets for the unbilled consideration which is contingent upon our future performance. Contract assets and contract liabilities are netted on a contract-by-contract basis. Unredeemed Site Credits Site credits consist of gift cards issued and credits for returned merchandise. Revenue from the issuance of site credits is recognized when the site credit is redeemed by the customer. We also recognize revenue for the estimated breakage related to unredeemed site credits on a pro-rata basis as the credit. Practical Expedients Payment terms and conditions vary by contract type. However, our terms generally include a requirement of payment within 30 days if not paid in advance. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less. Additionally, we have applied the practical expedient to not capitalize incremental costs of obtaining a contract if the amortization would be less than 12 months. Sales Taxes Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Cost of Sales Cost of sales primarily consist of merchandise costs, warehousing, personnel and editorial content costs for Playboy magazine (through March 31, 2020), websites, credit card fees and collectibles, and Playboy Television, agency fees, branding events and paper, printing, customer shipping and handling expenses, fulfillment activities, and freight-in. |
Selling and Administrative | Selling and Administrative Selling and administrative expenses primarily consist of corporate office and retail store occupancy costs, personnel-related costs including stock-based compensation, and contractor fees for accounting/finance, legal, human resources, information technology and other administrative functions, general marketing and promotional activities, insurance and management fees. Selling and administrative costs are expensed as incurred. |
Advertising Costs | Advertising CostsWe expense advertising costs as incurred. Advertising expense was $22.7 million and $10.4 million for the years ended December 31, 2021 and 2020, respectively. We also have various arrangements with customers pursuant to which we reimburse them for a portion of their advertising costs in the form of co-op marketing which provide advertising benefits to us. The costs that we incur for such advertising costs are recorded as a reduction of revenue. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options, restricted stock units and performance stock units granted to employees, directors, and nonemployees, based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which the recipient is required to provide service. We adjust compensation expense based on actual forfeitures, as necessary. Our stock options vest ratably over the contractual vesting period, which is generally three |
Income Taxes | Income Taxes We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carryforward periods, and tax planning alternatives. Playboy uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any. The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Significant management judgment is required in determining provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation allowance, including taking into consideration the probability of the tax contingencies being incurred. Management assesses this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases. If at a later time the assessment of the probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease. The Company has a valuation allowance due to management’s overall assessment of risks and uncertainties related to its future ability in the US to realize and, hence, utilize certain deferred tax assets, primarily consisting of net operating losses ("NOLs"), carry forward temporary differences and future tax deductions. The effective tax rate for annual and interim reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company's estimate. Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ deficit that, under GAAP, are excluded from net loss. Our other comprehensive loss represents foreign currency translation adjustment attributable to Honey Birdette operations. Refer to Consolidated Statements of Comprehensive Loss. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to PLBY Group, Inc. stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12 , Income Taxes — Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies income tax accounting in various areas including, but not limited to, the accounting for hybrid tax regimes, tax implications related to business combinations, and interim period accounting for enacted changes in tax law, along with some codification improvements. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. We adopted this standard on January 1, 2021 with no material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases . This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative- effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. We adopted ASC 842 effective January 1, 2021 using the alternative transition method. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, we elected to apply the package of transition practical expedients, which allows us not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, we did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. We further elected to apply the short-term lease policy under which lease arrangements with a term of 12 months or less will be recognized on the statement of operations on a straight-line basis over the lease term. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. As a result of the ASC 842 adoption on January 1, 2021, we recorded operating right-of-use assets of $15.7 million, including an offset to deferred rent of $1.2 million, along with associated operating lease liabilities of $16.9 million. In June 2016, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments, ("ASU 2019-04"). This guidance replaces the “as incurred” loss model with an “expected loss” model which requires the recognition of an allowance for credit losses expected to be incurred over an asset’s lifetime. The measurement of expected credit losses is based on relevant information about past events, current conditions and reasonable and supportable forecasts impacting the collectability of the reported amounts. This guidance was adopted as of January 1, 2021 on a modified retrospective basis and did not have a material impact on our consolidated financial statements or related disclosures. Accounting Pronouncements Issued but Not Yet Adopted We do not believe that there were any recently issued, but not yet effective, accounting pronouncements that would have a material effect on our financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - trust account and cash $ 54,044 Cash - PIPE Investment 46,844 Less: transaction costs paid in 2021 (977) Net contributions from Merger and PIPE Investment 99,911 Less: transaction costs paid in 2020 (292) Merger and PIPE Investment $ 99,619 |
Schedules of Concentration of Risk, by Risk Factor | The following represents revenue and receivables from the Company's customers exceeding 10% of the total in each category as of, and for the years ended, December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Customer Receivables Revenue Receivables Revenue Customer A 30 % * * 11 % Customer B 15 % * 30 % * Customer C * * * 15 % *Indicates the revenues or receivables for the customer did not exceed 10% of the Company’s total in each category as of or for the years ended December 31, 2021 or 2020. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the fair value of our financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability $ — $ — $ (36,630) $ (36,630) December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities PSARs liability $ — $ — $ (858) $ (858) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 for the year ended December 31, 2021 (in thousands): December 31, Beginning balance $ 858 Issuance of contingent consideration in connection with our acquisitions 34,390 PSARs liability settlement (846) Change in fair value and other 2,228 Ending balance $ 36,630 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Products and Services | The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2021 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 64,021 $ — $ 2,034 $ — $ 66,055 Magazine, digital subscriptions and product — — 21,268 799 22,067 TV and cable programming — — 10,454 162 10,616 Consumer products — 147,848 — — 147,848 Total revenues $ 64,021 $ 147,848 $ 33,756 $ 961 $ 246,586 Year Ended December 31, 2020 Licensing Direct-to-consumer Digital Other Total Trademark licensing $ 61,142 $ — $ 2,420 $ — $ 63,562 Magazine, digital subscriptions and product — — 8,658 771 9,429 TV and cable programming — — 9,835 692 10,527 Consumer products — 64,116 — 28 64,144 Total revenues $ 61,142 $ 64,116 $ 20,913 $ 1,491 $ 147,662 The following table disaggregates revenue by point-in-time versus over time (in thousands): December 31, 2021 2020 Point in time $ 170,847 $ 86,492 Over time 75,739 61,170 Total revenues $ 246,586 $ 147,662 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | The following table sets forth inventories, net, which are stated at the lower of cost (specific cost and first-in, first-out) and net realizable value (in thousands): December 31, 2021 2020 Editorial and other pre-publication costs $ 263 $ 298 Merchandise finished goods 39,618 11,490 Total $ 39,881 $ 11,788 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid agency fees and commissions $ 24 $ 2,408 Prepaid foreign withholding taxes 2,431 2,207 Deposits 1,302 100 Prepaid insurance 1,209 313 Contract assets, current portion 77 1,173 Software implementation costs 1,585 — Prepaid inventory not yet received 2,749 — Licensed programming costs 447 497 Other 3,592 2,124 Total $ 13,416 $ 8,822 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Furniture and fixtures $ 11,908 $ 7,211 Aircraft 13,298 — Leasehold improvements 9,619 3,543 Total property and equipment, gross 34,825 10,754 Less: accumulated depreciation (8,380) (5,551) Total $ 26,445 $ 5,203 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The table below summarizes our intangible assets, net (in thousands): December 31, 2021 2020 Digital assets, net $ 6,836 $ — Total amortizable intangible assets, net 86,519 2,377 Total indefinite-lived intangible assets 331,925 336,655 Total $ 425,280 $ 339,032 Our amortizable intangible assets consisted of the following (in thousands): Weighted- Gross Carrying Accumulated Net Carrying December 31, 2021 Trade names 11.8 $ 85,684 $ (3,293) $ 82,391 Distribution agreements 15 3,720 (2,687) 1,033 Photo and magazine archives 10 2,000 (2,000) — Customer list 10 1,180 (236) 944 Developed technology 3 2,300 (149) 2,151 Total $ 94,884 $ (8,365) $ 86,519 Weighted- Gross Carrying Accumulated Net Carrying December 31, 2020 Distribution agreements 15 $ 3,720 $ (2,438) $ 1,282 Photo and magazine archives 10 2,000 (1,967) 33 Licensing agreements 9 5,913 (5,913) — Customer list 10 1,180 (118) 1,062 Total $ 12,813 $ (10,436) $ 2,377 |
Schedule of Indefinite-Lived Intangible Assets | The table below summarizes our intangible assets, net (in thousands): December 31, 2021 2020 Digital assets, net $ 6,836 $ — Total amortizable intangible assets, net 86,519 2,377 Total indefinite-lived intangible assets 331,925 336,655 Total $ 425,280 $ 339,032 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2021, expected amortization expense relating to definite-lived intangible assets for the next five years and thereafter is as follows (in thousands): 2022 $ 8,430 2023 8,430 2024 8,281 2025 7,663 2026 7,457 Thereafter 46,258 Total $ 86,519 |
Schedule of Goodwill | Changes in the carrying value of goodwill for the year ended December 31, 2021 were as follows (in thousands): Balance at December 31, 2020 $ 504 Acquisition of TLA 16,374 Acquisition of Honey Birdette 223,381 Acquisition of GlowUp 32,603 Foreign currency translation adjustment (2,285) Balance at December 31, 2021 $ 270,577 |
Other Current Liabilities and_2
Other Current Liabilities and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities and Accrued Expenses | Other current liabilities and accrued expenses consist of the following (in thousands): December 31, 2021 2020 Accrued interest $ 1,476 $ 3,991 Accrued agency fees and commissions 3,456 5,950 Outstanding gift cards and store credits 4,960 — Inventory in transit 8,323 — Taxes 5,654 846 Other 8,548 7,769 Total $ 32,417 $ 18,556 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The following table sets forth debt (in thousands): December 31, 2021 2020 Term loan, due 2023 $ — $ 159,058 Term loan, due 2027 (as refinanced and amended) 228,850 — Airplane term loan, due 2026 8,569 — Convertible promissory notes — 6,230 Total debt 237,419 165,288 Less: unamortized debt issuance costs (2,389) (358) Less: unamortized debt discount (6,180) — Total debt, net of unamortized debt issuance costs and debt discount 228,850 164,930 Less: current portion of long-term debt (3,206) (4,470) Net of current portion of unamortized debt issuance costs and debt discount 398 — Less: Promissory notes — (6,230) Total debt, net of current portion $ 226,042 $ 154,230 |
Schedule of Maturities of the Principal Amount of Debt | The following table sets forth maturities of the principal amount of our term loans as of December 31, 2021 (in thousands): 2022 $ 3,206 2023 3,265 2024 3,327 2025 3,396 2026 6,875 Thereafter 217,350 Total $ 237,419 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: December 31, 2021 2020 Shares available for grant under stock option plan 4,003,059 1,646,518 Options issued and outstanding under stock option plan 3,211,071 2,594,597 Unvested restricted stock units 585,075 313,976 Vested restricted stock units not yet settled 2,133,179 1,731,658 Unvested performance-based restricted stock units 544,036 — Shares issuable pursuant to a license, services and collaboration agreement 79,485 — Convertible promissory note payable to CAA — 290,563 Total common stock reserved for future issuance 10,555,905 6,577,312 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Stock option activity under our 2018 and 2021 Plans is as follows: Number of Weighted- Weighted- Aggregate intrinsic value (in thousands) Balance – December 31, 2020 2,594,597 $ 3.79 8.5 $ 13,791 Granted (1) 1,225,249 $ 14.24 Exercised (608,775) $ 3.83 $ 20,207 Forfeited — — Cancelled — — Balance – December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 Exercisable – December 31, 2021 1,985,822 $ 3.77 7.1 $ 45,407 Vested and expected to vest as of December 31, 2021 3,211,071 $ 7.77 7.9 $ 60,978 (1) The options granted during the period were not included in the number of options for which vesting was accelerated as part of the Business Combination. |
Schedule of restricted stock unit activity | A summary of restricted stock unit activity under our 2018 and 2021 Plans is as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2020 313,976 $ 4.30 Granted 679,562 $ 28.22 Vested (404,992) $ 9.77 Forfeited (3,471) $ 28.08 Unvested and outstanding balance at December 31, 2021 585,075 $ 28.15 |
Schedule of performance stock unit activity | A summary of performance stock unit activity under our 2021 Plan is as follows: Number of Weighted- Unvested and outstanding balance at December 31, 2020 — — Granted 2,176,130 $ 26.18 Vested (1,632,094) $ 28.08 Forfeited — — Unvested and outstanding balance at December 31, 2021 544,036 $ 20.49 |
Schedule of assumptions used to determine fair value of options granted | We estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year Ended December 31, 2021 2020 Fair value of common stock $4.63 - $28.08 $5.02 - $8.69 Expected term, in years 5.49 - 5.86 5 - 6.06 Expected volatility 45% - 47% 40% - 50% Risk-free interest rate 0.57% - 1.27% 0.39% - 1.46% Expected dividend yield 0% 0% |
Schedule of allocated share-based compensation expense | Stock-based compensation expense under our Plans was as follows (in thousands): Year Ended December 31, 2021 2020 Cost of sales (1) $ 1,955 $ 10 Selling and administrative expenses 56,491 2,978 Total $ 58,446 $ 2,988 (1) Cost of sales includes $1.8 million of stock-based compensation expense associated with equity awards granted to an independent contractor for services pursuant to the terms of a license, services and collaboration agreement. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | Net lease cost recognized in our consolidated statements of operations as of December 31, 2021 is summarized as follows (in thousands): Year Ended December 31, 2021 Operating lease cost $ 9,099 Variable lease cost 1,370 Short-term lease cost 674 Sublease income (368) Net lease cost $ 10,775 |
Lessee, Operating Lease, Liability, Maturity | Maturities of our operating lease liabilities as of December 31, 2021 are as follows (in thousands): Years ending December 31: Amounts 2022 $ 11,447 2023 9,894 2024 8,314 2025 6,588 2026 6,131 Thereafter 7,393 Total undiscounted lease payments 49,767 Less: imputed interest (4,536) Total operating lease liabilities $ 45,231 Operating lease liabilities, current portion 9,697 Operating lease liabilities, noncurrent portion $ 35,534 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | Maturities of our operating lease liabilities as of December 31, 2021 are as follows (in thousands): Years ending December 31: Amounts 2022 $ 11,447 2023 9,894 2024 8,314 2025 6,588 2026 6,131 Thereafter 7,393 Total undiscounted lease payments 49,767 Less: imputed interest (4,536) Total operating lease liabilities $ 45,231 Operating lease liabilities, current portion 9,697 Operating lease liabilities, noncurrent portion $ 35,534 The following table sets forth the future minimum lease commitments and future sublease income as of December 31, 2020, under operating leases with initial or remaining noncancelable terms in excess of one year prior to the adoption of ASC 842 on January 1, 2021 (in thousands): Minimum Lease Commitments Sublease Income 2021 $ 3,433 $ (288) 2022 3,451 (313) 2023 3,564 (322) 2024 3,828 (246) 2025 3,588 — Thereafter 7,553 — Total $ 25,417 $ (1,169) |
Severance Costs (Tables)
Severance Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Severance costs in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2020 Corporate Other Total Cost of sales $ 153 $ 1,022 $ 1,175 Selling and administrative expenses 463 206 669 Total severance costs $ 616 $ 1,228 $ 1,844 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following table sets forth the domestic and foreign components of income/(loss) before income taxes (in thousands): Year ended December 31, 2021 2020 US $ (73,385) $ 1,801 Foreign (7,070) — Total $ (80,455) $ 1,801 |
Schedule of Components of Income Tax Expense (Benefit) | The following table sets forth income tax benefit (expense) (in thousands): Year Ended December 31, 2021 2020 Current expense from income taxes: Federal $ — $ — State (219) (237) Foreign (3,843) (4,422) Total current expense from income taxes (4,062) (4,659) Deferred benefit (expense) from income taxes: Federal 6,616 567 State (2,088) (2,980) Foreign 2,313 — Total deferred benefit (expense) from income taxes 6,841 (2,413) Total $ 2,779 $ (7,072) |
Schedule of Effective Income Tax Rate Reconciliation | The following table sets forth a reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate: Year ended December 31, 2021 2020 Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit (2.4) 10.1 Foreign withholding taxes, net of credits (1) (3.2) 189.9 Transaction costs (2.4) 29.5 Change in the statutory rate (1.8) 96.3 Change in valuation allowance 4.6 (80.8) Equity compensation (2) (9.3) — Foreign rate differential 0.8 — Adjustment to deferred taxes (3.0) 125.4 Other (1.0) 1.3 Effective rate 3.5 % 392.7 % (1) Forei gn withholding taxes, net of credits relate to foreign tax withholding on royalties received from various foreign jurisdictions. |
Schedule of Deferred Tax Assets and Liabilities | The following table sets forth the significant components of deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 48,368 $ 45,113 Tax credit carryforwards — 2,805 Deferred revenue 1,951 1,312 Stock compensation 3,284 2,557 Investment in partnership 11,409 11,402 Lease liabilities 4,417 — Other deductible temporary differences 6,587 4,996 Total deferred tax assets 76,016 68,185 Less valuation allowance (63,712) (67,444) Deferred tax assets, net $ 12,304 $ 741 Deferred tax liabilities: Fixed assets $ (521) $ 219 Intangible assets (99,676) (75,757) Right of use assets (3,305) — Other deductible temporary differences (10) (112) Total deferred tax liabilities (103,512) (75,650) Deferred tax liabilities, net $ (91,208) $ (74,909) |
Summary of Income Tax Contingencies | A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 Balance at the beginning of the year $ 610 $ 610 Increase (decrease) for positions taken in the prior year — — Increase (decrease) for positions taken in the current year 141 — Decrease related to settlements with taxing authorities — — Decrease from lapse in statute of limitations — — Balance at the end of the year $ 751 $ 610 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the reconciliation of weighted-average shares used in computing net loss per share, basic and diluted: Year Ended December 31, 2021 2020 Net loss attributable to PLBY Group Inc. $ (77,676) $ (5,271) Weighted average shares of common stock outstanding 37,818,301 22,199,591 Vested restricted stock units not issued 287,435 — Weighted-average shares used in computing net loss per share, basic and diluted 38,105,736 22,199,591 Net loss per share basic and diluted $ (2.04) $ (0.24) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2021 2020 Stock options to purchase common stock 3,211,071 2,594,597 Unvested restricted stock units 585,075 313,976 Unvested performance-based restricted stock units 544,036 — Convertible promissory notes — 684,615 Total 4,340,182 3,593,188 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the final allocation of the purchase price for TLA to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from TLA (in thousands): Tangible net assets and liabilities: Inventory $ 7,614 Property and equipment 1,665 Accounts payable (1,319) Other net assets (3,518) Total net assets 4,442 Intangible assets: Trade name 4,100 Total intangible assets 4,100 Net assets acquired 8,542 Purchase consideration 24,916 Goodwill $ 16,374 The following table sets forth the final allocation of the purchase price for Honey Birdette to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Honey Birdette (in thousands): Net assets and liabilities: Cash $ 3,950 Inventory 16,015 Property and equipment 5,185 Other tangible net assets (liabilities) (12,243) Unfavorable leasehold interest, net (1,690) Trade name 77,238 Deferred tax liability (23,046) Total net assets acquired 65,409 Purchase consideration 288,790 Goodwill $ 223,381 The following table sets forth the preliminary allocation of the purchase price for GlowUp to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from GlowUp (in thousands): Net assets and liabilities: Developed technology $ 2,300 Deferred tax liability (538) Total net assets acquired 1,762 Purchase consideration 34,365 Goodwill $ 32,603 | |
Schedule of Consolidated Results of Operations in Business Combination | TLA’s results of operations included in our consolidated results of operations for the year ended December 31, 2021 are presented in the table below (in thousands): Net revenues $ 44,739 Costs and expenses Cost of sales (19,122) Selling and administrative expenses (22,737) Total costs and expenses (41,859) Operating income 2,880 Nonoperating income 5 Income taxes expense (24) Net income $ 2,861 December 31, 2021 are presented in the table below (in thousands): Net revenues $ 32,288 Costs and expenses: Cost of sales (14,445) Selling and administrative expenses (17,341) Total costs and expenses (31,786) Operating income 502 Nonoperating income 559 Benefit (expense) from income taxes 2,162 Net income $ 3,223 | |
Business Acquisition, Pro Forma Information | The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of Honey Birdette had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 reflects (i) the increase in amortization expense based on fair value adjustments to the intangible assets acquired from Honey Birdette; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest, net acquired from Honey Birdette; (iii) intere st expense associated with the borrowing of an additional $70.0 million under our New Credit Agreement used to partially finance the acquisition; (iv) amortization of the inventory fair value step-up adjustment; (v) tax adjustments calculated using an estimated blended statutory rate of 27.55% based on the predominant taxable jurisdictions of Honey Birdette; and (vi) certain adjustments to convert Honey Birdette’s consolidated income statements from IFRS to U.S. GAAP. Transaction costs incurred by us and Honey Birdette during the year ended December 31, 2021 were $9.0 million and $12.9 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 292,708 $ 147,662 $ 201,524 Net loss $ (77,676) $ (67,772) $ (5,271) $ (15,931) | The following table summarizes certain of our supplemental pro forma financial information for the year ended December 31, 2021 and 2020, as if the acquisition of TLA had occurred as of January 1, 2020. The unaudited pro forma financial information for the year ended December 31, 2021 and 2020 reflects (i) the reduction in amortization expense based on fair value adjustments to the intangible assets acquired from TLA; (ii) the reduction in rent expense due to the amortization of unfavorable leasehold interest acquired from TLA; and (iii) the reversal of interest expense on TLA’s debt that was settled on the acquisition date. For the year ended December 31, 2021, transaction costs incurred by us and TLA were $0.9 million and $0.7 million, respectively. The unaudited pro forma financial information is for comparative purposes only and is not nec essarily indicative of what would have occurred had the acquisition been made at that date or of results which may occur in the future (in thousands). Year Ended December 31, 2021 2020 As Reported Pro Forma As Reported Pro Forma Net revenues $ 246,586 $ 255,435 $ 147,662 $ 186,612 Net loss $ (77,676) $ (76,264) $ (5,271) $ (12,717) |
Schedule of Fair Value of Consideration Transferred | The following table presents the fair value of the consideration transferred in the acquisition of Honey Birdette (in thousands) at the closing of the acquisition. The amounts initially reported in Australian dollars, were translated into U.S. dollars using an exchange rate of $0.7356 as of the Closing Date. Cash consideration $ 233,441 Stock consideration: Transferred shares (1) 29,889 Lock-up shares (2) 25,460 Total consideration transferred $ 288,790 (1) The fair value of approximately 1,124,919 shares of common stock of the Company transferred to the sellers based on a price of $26.57 per share at closing. (2 ) The fair value of approximately 1,030,930 shares of common stock of the Company issued and held at the Company’s transfer agent account based on a price of $26.57 per share at closing, and true-up adjustments representing a fair value of the settlement at closing based on Honey Birdette’s fiscal year 2021 EBITDA results and price per share of $26.57 at Closing, as well as fiscal year 2022 forecasted revenue. The fiscal year 2021 EBITDA and Closing true-up resulted in 4,412 shares of our common stock being issued to the Honey Birdette sellers on August 19, 2021. The following table summarizes the fair value of the total consideration transferred in the acquisition of GlowUp at the closing of the acquisition (in thousands). Cash consideration (including transaction expenses paid for sellers) $ 1,142 Stock consideration 15,126 Contingent consideration 18,097 Total consideration transferred $ 34,365 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth financial information by reportable segment (in thousands): Year Ended December 31, 2021 2020 Net revenues: Licensing $ 64,021 $ 61,142 Direct-to-consumer 147,848 64,116 Digital subscriptions and content 33,756 20,913 All other 961 1,491 Total $ 246,586 $ 147,662 Operating income (loss): Licensing $ 47,477 $ 44,466 Licensing (2,836) (752) Direct-to-consumer 7,882 9,478 Digital subscriptions and content (121,955) (38,462) All other 580 (1,118) Total $ (68,852) $ 13,612 Depreciation and amortization: Licensing $ (284) $ (606) Licensing (4,710) (402) Direct-to-consumer (297) (240) Digital subscriptions and content (2,000) (808) All other — (203) Total $ (7,291) $ (2,259) Goodwill: Licensing $ — $ — Direct-to-consumer 237,470 — Digital subscriptions and content 33,107 504 Total $ 270,577 $ 504 |
Schedule of Geographic Information | The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, Net revenues: 2021 2020 China $ 43,535 $ 42,569 United States 152,410 76,365 Australia 21,379 4 UK 6,156 5,077 Other 23,106 23,647 Total $ 246,586 $ 147,662 December 31, Long-lived assets: 2021 2020 Australia $ 6,767 $ — United States 57,401 5,203 Other 1,023 — Total $ 65,191 $ 5,203 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Net proceeds from public offering of stock | $ 202,895 | $ 0 | ||||
Unvested restricted stock units | ||||||
Business Acquisition [Line Items] | ||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,133,179 | |||||
Merger Agreement | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | ||||||
Business Acquisition [Line Items] | ||||||
Debt assumed | $ 142,100 | |||||
Merger Agreement | Common Stock | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 381,300 | |||||
Consideration transferred, shares (in shares) | 23,920,000 | |||||
Share price (in dollars per share) | $ 10 | |||||
Subscription Agreements and PIPE Registration Rights Agreements | Mountain Crest Acquisition Corp (MCAC) | PIPE Investors | ||||||
Business Acquisition [Line Items] | ||||||
Net proceeds from public offering of stock | $ 46,800 | |||||
Subscription Agreements and PIPE Registration Rights Agreements | Common Stock | Mountain Crest Acquisition Corp (MCAC) | PIPE Investors | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued (in shares) | 5,000,000 | |||||
Price per share (in dollars per share) | $ 10 | |||||
Aggregate gross proceeds from stock issuance | $ 50,000 | |||||
Business Combination | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred, shares (in shares) | 3,560,541 | |||||
Share price (in dollars per share) | $ 5.61 | |||||
Stock issued (in shares) | 20,916,812 | |||||
Business Combination | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | Unvested restricted stock units | ||||||
Business Acquisition [Line Items] | ||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,045,634 | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested And Unsettled, Settlement Period | 1 year | |||||
Transaction costs | $ 1,300 | |||||
Business Combination | Common Stock | Mountain Crest Acquisition Corp (MCAC) | Legacy Playboy | ||||||
Business Acquisition [Line Items] | ||||||
Options to purchase common stock, vested (in shares) | 965,944 | |||||
Options to purchase common stock, vested, exercise price (in dollars per share) | $ 10.52 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Prior Period Reclassification (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cost of sales | $ 114,161 | $ 74,384 |
Revision of Prior Period, Reclassification, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cost of sales | $ 1,200 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 30.00% | |
Receivables | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | 30.00% |
Revenue | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | |
Revenue | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) $ in Millions | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts | $ 0.2 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Licensed Programming and Digital Content Costs (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
License programming costs, amortization period | 2 years |
License programming costs, initial amortization, percent | 50.00% |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Deferred Offering Costs (Details) $ in Millions | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 0.7 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Software and Software Development Costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Software and Software Development Costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 |
Digital Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of indefinite-lived intangible assets | $ 1,000,000 |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Lifetime Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Trademark Licensing (Details) - Licensing agreements | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Initial contract term | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Initial contract term | 10 years |
Basis of Presentation and Su_15
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 22.7 | $ 10.4 |
Basis of Presentation and Su_16
Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - Employee stock option | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Basis of Presentation and Su_17
Basis of Presentation and Summary of Significant Accounting Policies - Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating right of use assets | $ 38,746 | $ 0 | |
Total operating lease liabilities | $ 45,231 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating right of use assets | $ 15,700 | ||
Deferred rent credit | 1,200 | ||
Total operating lease liabilities | $ 16,900 |
Basis of Presentation and Su_18
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Merger Elements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net contribution from the Merger and PIPE Financing | $ 99,911 | $ 0 |
Merger Agreement | ||
Business Acquisition [Line Items] | ||
Cash - trust account and cash | 54,044 | |
Cash - PIPE Investment | 46,844 | |
Net contribution from the Merger and PIPE Financing | 99,911 | |
Merger and PIPE Investment | 99,619 | |
Merger Agreement | Transaction Costs Paid In 2021 | ||
Business Acquisition [Line Items] | ||
Transaction costs paid | $ (977) | |
Merger Agreement | Transaction Costs Paid In 2020 | ||
Business Acquisition [Line Items] | ||
Transaction costs paid | $ (292) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
Contingent consideration | $ (36,630) | $ 0 |
Fair Value, Recurring | ||
Liabilities | ||
Contingent consideration | (36,630) | |
Fair Value, Recurring | Phantom Stock Appreciation Rights (PSARs) | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
PSARs liability | (858) | |
Fair Value, Recurring | Level 1 | ||
Liabilities | ||
Contingent consideration | 0 | |
Fair Value, Recurring | Level 1 | Phantom Stock Appreciation Rights (PSARs) | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
PSARs liability | 0 | |
Fair Value, Recurring | Level 2 | ||
Liabilities | ||
Contingent consideration | 0 | |
Fair Value, Recurring | Level 2 | Phantom Stock Appreciation Rights (PSARs) | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
PSARs liability | 0 | |
Fair Value, Recurring | Level 3 | ||
Liabilities | ||
Contingent consideration | $ (36,630) | |
Fair Value, Recurring | Level 3 | Phantom Stock Appreciation Rights (PSARs) | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
PSARs liability | $ (858) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)unit | Dec. 31, 2020USD ($)$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value remeasurement of contingent consideration | $ 2,400 | |
Cumulative digital asset impairments | 1,000 | |
Digital assets, net | $ 6,836 | $ 0 |
Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Vesting period | 4 years | |
Level 3 | Fair Value, Recurring | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Vesting period | 4 years | |
Level 3 | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Number of unites used in fair value measurement | unit | 1 | |
Level 3 | Measurement Input, Share Price | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | $ / shares | 50.46 | |
Level 3 | Measurement Input, Base Price | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Base price per unit (in dollars per unit) | $ / shares | $ 13 | |
Level 3 | Measurement Input, Price Volatility | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.2930 | |
Level 3 | Measurement Input, Expected Term | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 3 years | |
Level 3 | Measurement Input, Risk Free Interest Rate | Fair Value, Recurring | Yandy | Phantom Stock Appreciation Rights (PSARs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.0017 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value Of Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 858 |
Issuance of contingent consideration in connection with our acquisitions | 34,390 |
PSARs liability settlement | (846) |
Change in fair value and other | 2,228 |
Ending balance | $ 36,630 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 17.4 | $ 8.3 | $ 8 |
Contract liabilities | 53.6 | 55.1 | 51.6 |
Revenue recognized | 55.1 | ||
Revenue recognized, excluding opening balance | $ 55.8 | ||
Contract liabilities increase due to cash received | 4.8 | 4.5 | |
Contract assets reclassified into accounts receivable | 48.2 | 54.7 | |
Contract modifications adjustment | 0.9 | $ 0.3 | |
Contract assets increase, licensing contract modification | $ 10 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 370 |
Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 363 |
Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 4.9 |
Other Obligations | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Magazine, digital subscriptions and product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 50.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 5 years |
Revenue, remaining performance obligation, percentage | 64.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2031-01-01 | Trademark licensing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 9 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Total revenues | $ 246,586 | $ 147,662 |
Point in time | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 170,847 | 86,492 |
Over time | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 75,739 | 61,170 |
Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 66,055 | 63,562 |
Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 22,067 | 9,429 |
TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 10,616 | 10,527 |
Consumer products | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 147,848 | 64,144 |
Other | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 961 | 1,491 |
Other | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Other | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 799 | 771 |
Other | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 162 | 692 |
Other | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 28 |
Licensing | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 64,021 | 61,142 |
Licensing | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 64,021 | 61,142 |
Licensing | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Licensing | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Licensing | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 147,848 | 64,116 |
Direct-to-consumer | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 0 | 0 |
Direct-to-consumer | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 147,848 | 64,116 |
Digital subscriptions and content | Operating Segments | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 33,756 | 20,913 |
Digital subscriptions and content | Operating Segments | Trademark licensing | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 2,034 | 2,420 |
Digital subscriptions and content | Operating Segments | Magazine, digital subscriptions and product | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 21,268 | 8,658 |
Digital subscriptions and content | Operating Segments | TV and cable programming | ||
Revenue from External Customer [Line Items] | ||
Total revenues | 10,454 | 9,835 |
Digital subscriptions and content | Operating Segments | Consumer products | ||
Revenue from External Customer [Line Items] | ||
Total revenues | $ 0 | $ 0 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Editorial and other pre-publication costs | $ 263 | $ 298 |
Merchandise finished goods | 39,618 | 11,490 |
Total | 39,881 | 11,788 |
Inventory reserves | $ 1,500 | $ 200 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid agency fees and commissions | $ 24 | $ 2,408 | |
Prepaid foreign withholding taxes | 2,431 | 2,207 | |
Deposits | 1,302 | 100 | |
Prepaid insurance | 1,209 | 313 | |
Contract assets, current portion | 77 | 1,173 | |
Software implementation costs | 1,585 | 0 | |
Prepaid inventory not yet received | 2,749 | 0 | |
Licensed programming costs | 447 | 497 | |
Other | 3,592 | 2,124 | |
Total | $ 13,416 | $ 8,822 | |
Recognition period for unamortized cost | 2 years | ||
Amortization | $ 500 | $ 400 | |
Capitalized implementation costs related to the cloud computing arrangement, amortization period | 3 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | $ 34,825 | $ 10,754 | ||
Less: accumulated depreciation | (8,380) | (5,551) | ||
Total | 26,445 | 5,203 | ||
Aggregate purchase price | 17,505 | 884 | ||
Inspection and testing costs | $ 1,300 | |||
Depreciation and amortization | 3,500 | 1,600 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | 11,908 | 7,211 | ||
Aircraft | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | 13,298 | 0 | ||
Aggregate purchase price | $ 12,000 | |||
Aircraft estimated useful life | 7 years | |||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | $ 9,619 | $ 3,543 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 |
Digital assets, net | 6,836,000 | 0 |
Cumulative digital asset impairments | 1,000,000 | |
Amortization of intangible assets | 3,800,000 | 700,000 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of indefinite-lived intangible assets | 336,700,000 | |
Registration and renewal costs | $ 600,000 | $ 700,000 |
Weighted average period prior to next renewal or extension | 8 years 7 months 6 days |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Digital assets, net | $ 6,836 | $ 0 |
Total amortizable intangible assets, net | 86,519 | 2,377 |
Total indefinite-lived intangible assets | 331,925 | 336,655 |
Total | $ 425,280 | $ 339,032 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary Of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 94,884 | $ 12,813 |
Accumulated Amortization | (8,365) | (10,436) |
Finite-lived intangible assets, net carrying amount | $ 86,519 | $ 2,377 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 11 years 9 months 18 days | |
Finite-lived intangible assets, gross carrying amount | $ 85,684 | |
Accumulated Amortization | (3,293) | |
Finite-lived intangible assets, net carrying amount | $ 82,391 | |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 15 years | 15 years |
Finite-lived intangible assets, gross carrying amount | $ 3,720 | $ 3,720 |
Accumulated Amortization | (2,687) | (2,438) |
Finite-lived intangible assets, net carrying amount | $ 1,033 | $ 1,282 |
Photo and magazine archives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 10 years | 10 years |
Finite-lived intangible assets, gross carrying amount | $ 2,000 | $ 2,000 |
Accumulated Amortization | (2,000) | (1,967) |
Finite-lived intangible assets, net carrying amount | $ 0 | $ 33 |
Licensing agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 9 years | |
Finite-lived intangible assets, gross carrying amount | $ 5,913 | |
Accumulated Amortization | (5,913) | |
Finite-lived intangible assets, net carrying amount | $ 0 | |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 10 years | 10 years |
Finite-lived intangible assets, gross carrying amount | $ 1,180 | $ 1,180 |
Accumulated Amortization | (236) | (118) |
Finite-lived intangible assets, net carrying amount | $ 944 | $ 1,062 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life of intangible assets (years) | 3 years | |
Finite-lived intangible assets, gross carrying amount | $ 2,300 | |
Accumulated Amortization | (149) | |
Finite-lived intangible assets, net carrying amount | $ 2,151 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Estimated Future Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 8,430 | |
2023 | 8,430 | |
2024 | 8,281 | |
2025 | 7,663 | |
2026 | 7,457 | |
Thereafter | 46,258 | |
Finite-lived intangible assets, net carrying amount | $ 86,519 | $ 2,377 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | $ 504 |
Foreign currency translation adjustment | (2,285) |
Balance at December 31, 2021 | 270,577 |
TLA | |
Goodwill [Roll Forward] | |
Acquisition | 16,374 |
Honey Birdette | |
Goodwill [Roll Forward] | |
Acquisition | 223,381 |
GlowUp Digital Inc. | |
Goodwill [Roll Forward] | |
Acquisition | $ 32,603 |
Other Current Liabilities and_3
Other Current Liabilities and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,476 | $ 3,991 |
Accrued agency fees and commissions | 3,456 | 5,950 |
Outstanding gift cards and store credits | 4,960 | 0 |
Inventory in transit | 8,323 | 0 |
Taxes | 5,654 | 846 |
Other | 8,548 | 7,769 |
Total | $ 32,417 | $ 18,556 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 237,419 | $ 165,288 | ||
Less: unamortized debt issuance costs | (2,389) | (358) | ||
Less: unamortized debt discount | (6,180) | 0 | ||
Total debt, net of unamortized debt issuance costs and debt discount | 228,850 | 164,930 | ||
Less: current portion of debt | (3,206) | (4,470) | ||
Net of current portion of unamortized debt issuance costs and debt discount | 398 | 0 | ||
Convertible promissory notes | 0 | (6,230) | ||
Total debt, net of current portion | 226,042 | 154,230 | ||
Term loan, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 237,419 | |||
Term loan, due 2023 | Term loan, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | 159,058 | ||
Less: unamortized debt issuance costs | $ (100) | |||
Term loan, due 2023 | Term Loan Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 228,850 | 0 | ||
Term loan, due 2023 | Aircraft term loan, due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 8,569 | 0 | ||
Less: unamortized debt issuance costs | $ (100) | |||
Required quarterly amortization payments | $ 100 | |||
Convertible promissory notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | $ 6,230 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | May 31, 2021 | Jun. 30, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Financing costs incurred | $ 2,389,000 | $ 358,000 | |||||
Loss on extinguishment of debt | 1,217,000 | 0 | |||||
Interest expense | $ 13,312,000 | $ 13,463,000 | |||||
Term loan, due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 4 years 6 months | ||||||
Stated interest rate | 6.25% | 8.25% | |||||
Interest expense | $ 13,300,000 | $ 13,500,000 | |||||
Term loan, due 2023 | Term loan, due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, amount borrowed | $ 150,000,000 | $ 12,000,000 | |||||
Effective interest rate | 7.00% | ||||||
Financing costs incurred | $ 100,000 | ||||||
Repayment of long-term debt | $ 154,700,000 | ||||||
Loss on extinguishment of debt | 1,200,000 | ||||||
Refinancing fees expensed | 1,000,000 | ||||||
Write-off of unamortized debt discount and deferred financing fees | $ 200,000 | ||||||
Term loan, due 2023 | Term Loan Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, amount borrowed | $ 160,000,000 | ||||||
Debt instrument, term | 6 years | ||||||
Term loan, due 2023 | Term Loan Due 2027 | Amendment No. 1 To New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, amount borrowed | $ 230,000,000 | ||||||
Financing costs incurred | 1,700,000 | ||||||
Refinancing fees expensed | 2,000,000 | ||||||
Term loan, due 2023 | Aircraft term loan, due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, amount borrowed | $ 9,000,000 | ||||||
Debt instrument, term | 5 years | ||||||
Financing costs incurred | $ 100,000 | ||||||
Required quarterly amortization payments | $ 100,000 | ||||||
Stated interest rate | 6.25% | ||||||
Term loan, due 2023 | Term Loan Due 2027, Incremental Term Loan | Amendment No. 1 To New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Term loan, amount borrowed | $ 70,000,000 | ||||||
Term loan, due 2023 | London Interbank Offered Rate (LIBOR) | Term Loan Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.75% | ||||||
Interest rate floor | 0.50% | ||||||
Term loan, due 2023 | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Upward rounding on interest rate | 0.01% | ||||||
Term loan, due 2023 | Eurodollar | Term loan, due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Minimum annual rate | 1.25% |
Debt - Term Loan Maturities (De
Debt - Term Loan Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 237,419 | $ 165,288 |
Term loan, due 2023 | ||
Debt Instrument [Line Items] | ||
2022 | 3,206 | |
2023 | 3,265 | |
2024 | 3,327 | |
2025 | 3,396 | |
2026 | 6,875 | |
Thereafter | 217,350 | |
Total | $ 237,419 |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (1,217,000) | $ 0 | ||||||
Convertible promissory notes | CAA Brand Management, LLC. | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 2,700,000 | |||||||
Convertible promissory notes | CAA Brand Management, LLC. | Common Stock | Legacy Playboy | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt, number of shares issued | 51,857 | |||||||
Convertible promissory notes | CAA Brand Management, LLC. | Common Stock | Business Combination | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt, number of shares issued | 290,563 | |||||||
Convertible promissory notes | GBG International Holding Company Limited | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 7,300,000 | |||||||
Convertible promissory note settlement discount | 20.00% | |||||||
Amount settled | $ 5,800,000 | |||||||
Loss on extinguishment of debt | $ 1,500,000 | |||||||
Convertible promissory notes | United Talent Agency, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, amount borrowed | $ 1,500,000 | $ 2,000,000 | ||||||
Amount settled | $ 2,800,000 | |||||||
Loss on extinguishment of debt | $ 700,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) $ in Millions | Apr. 13, 2015USD ($) |
Noncontrolling Interest [Line Items] | |
Proceeds from sale of interests in subsidiary | $ 1 |
After Dark LLC | After Dark LLC | |
Noncontrolling Interest [Line Items] | |
Percentage of noncontrolling interest | 25.00% |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 10,555,905 | 6,577,312 |
Shares available for grant under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 4,003,059 | 1,646,518 |
Options issued and outstanding under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,211,071 | 2,594,597 |
Unvested restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 585,075 | 313,976 |
Vested restricted stock units not yet settled | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,133,179 | 1,731,658 |
Unvested performance-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 544,036 | 0 |
Shares issuable pursuant to a license, services and collaboration agreement | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 79,485 | 0 |
Convertible promissory note payable to CAA | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance | 0 | 290,563 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 30, 2020 | Dec. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Treasury stock (in shares) | 700,000 | 0 | ||
Treasury Stock, Shares Eliminated | 1,164,847 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Treasury stock, shares acquired (in shares) | 700,000 | |||
Treasury Stock Acquired, Nonrefundable Prepayment | $ 4.4 | |||
Treasury stock acquired, price per share (in dollars per share) | $ 6.35 |
Stockholders_ Equity - Public O
Stockholders’ Equity - Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Payments of stock issuance costs | $ 6,910 | $ 262 | ||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold in offering (in shares) | 4,720,000 | |||
Offering price per share (in dollars per share) | $ 46 | |||
Net proceeds received from public offering | $ 202,900 | |||
Public Offering | Underwriting Commissions | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Payments of stock issuance costs | 13,200 | |||
Public Offering | Public Offering Fees | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Payments of stock issuance costs | $ 1,000 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold in offering (in shares) | 708,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2021 | Oct. 29, 2021 | Feb. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | Jun. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 10,555,905 | 6,577,312 | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
PSARs liability | $ 36,630 | $ 858 | ||||||
Stock Options and Restricted Stock Unit Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Vested In Period, Fair Value | $ 3,100 | |||||||
Employee stock option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options to purchase common stock, vested (in shares) | 829,547 | |||||||
Granted (in shares) | 1,225,249 | |||||||
Exercised (in shares) | 608,775 | |||||||
Fair value of options vested | $ 2,100 | $ 1,100 | ||||||
Weighted average grant date fair value, options granted (in dollars per share) | $ 6.18 | $ 3.22 | ||||||
Unrecognized compensation expense | $ 5,700 | |||||||
Unrecognized compensation expense, period for recognition, years | 2 years 3 months 18 days | |||||||
Restricted stock units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vested (in shares) | 288,494 | 404,992 | ||||||
Fair value of options vested | $ 4,000 | $ 1,900 | ||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,133,179 | |||||||
Unrecognized compensation expense | $ 14,300 | |||||||
Unrecognized compensation expense, period for recognition, years | 2 years 6 months | |||||||
Granted (in shares) | 679,562 | |||||||
Granted (in dollars per share) | $ 28.22 | |||||||
Legacy Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of outstanding and fully vested restricted stock units, unsettled (in shares) | 2,042,163 | |||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vested (in shares) | 1,632,094 | |||||||
Fair value of options vested | $ 45,800 | 0 | ||||||
Granted (in shares) | 2,176,130 | |||||||
Granted (in dollars per share) | $ 26.18 | |||||||
Unvested performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 10,100 | |||||||
Unrecognized compensation expense, period for recognition, years | 1 year 9 months 18 days | |||||||
Phantom Stock Appreciation Rights (PSARs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 91,500 | |||||||
Vesting period | 4 years | |||||||
Cliff period | 1 year | |||||||
Phantom Stock Appreciation Rights (PSARs) | Long-term Debt | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
PSARs liability | $ 0 | $ 900 | ||||||
2018 Equity incentive plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance (in shares) | 6,287,687 | |||||||
2021 Equity And Incentive Compensation Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
2021 Equity And Incentive Compensation Plan | Forecast | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Increase in shares authorized as percent of outstanding shares of common stock | 4.00% | |||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 259,305 | |||||||
2021 Plan | Restricted stock units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 112,482 | 567,080 | ||||||
2021 Plan | Unvested performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 2,176,130 | |||||||
2021 Plan | Equity Grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in dollars per share) | $ 28.08 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock option activity (Details) - Employee stock option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 2,594,597 | |
Granted (in shares) | 1,225,249 | |
Exercised (in shares) | (608,775) | |
Forfeited (in shares) | 0 | |
Cancelled (in shares) | 0 | |
Ending balance (in shares) | 3,211,071 | 2,594,597 |
Exercisable (in shares) | 1,985,822 | |
Vested and expected to vest, number of options (in shares) | 3,211,071 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in dollars per share) | $ 3.79 | |
Granted (in dollars per share) | 14.24 | |
Exercised (in dollars per share) | 3.83 | |
Forfeited (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 7.77 | $ 3.79 |
Exercisable (in dollars per share) | 3.77 | |
Vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 7.77 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (in years) | 7 years 10 months 24 days | 8 years 6 months |
Weighted average remaining contractual term, exercisable (in years) | 7 years 1 month 6 days | |
Vested and expected to vest, weighted-average remaining contractual term (in years) | 7 years 10 months 24 days | |
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract] | ||
Beginning aggregate intrinsic value | $ 13,791 | |
Exercises in period, intrinsic value | 20,207 | |
Ending aggregate intrinsic value | 60,978 | $ 13,791 |
Exercisable aggregate intrinsic value | 45,407 | |
Vested and expected to vest, aggregate intrinsic value | $ 60,978 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of stock unit activity (Details) - $ / shares | Feb. 10, 2021 | Dec. 31, 2021 |
Unvested restricted stock units | ||
Number of Awards | ||
Beginning balance (in shares) | 313,976 | |
Granted (in shares) | 679,562 | |
Vested (in shares) | (288,494) | (404,992) |
Forfeited (in shares) | (3,471) | |
Ending balance (in shares) | 585,075 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 4.30 | |
Granted (in dollars per share) | 28.22 | |
Vested (in dollars per share) | 9.77 | |
Forfeited (in dollars per share) | 28.08 | |
Ending balance (in dollars per share) | $ 28.15 | |
Performance Shares | ||
Number of Awards | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 2,176,130 | |
Vested (in shares) | (1,632,094) | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 544,036 | |
Weighted- Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 26.18 | |
Vested (in dollars per share) | 28.08 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 20.49 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of assumptions used to determine fair value of options granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 4.63 | $ 5.02 |
Expected term (in years) | 5 years 5 months 26 days | 5 years |
Expected volatility | 45.00% | 40.00% |
Risk-free interest rate | 0.57% | 0.39% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 28.08 | $ 8.69 |
Expected term (in years) | 5 years 10 months 9 days | 6 years 21 days |
Expected volatility | 47.00% | 50.00% |
Risk-free interest rate | 1.27% | 1.46% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of allocated share-based compensation expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 58,446,000 | $ 2,988,000 |
Cost of sales(1) | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,955,000 | 10,000 |
Cost of sales(1) | Independent Contractor | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,800,000 | |
Selling and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 56,491,000 | $ 2,978,000 |
Commitment and Contingencies -
Commitment and Contingencies - Leases (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($)storeoption | Dec. 31, 2020USD ($) | Aug. 09, 2021store | Jun. 28, 2021officestore | Mar. 01, 2021officestoresegment | Aug. 26, 2020USD ($)ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Total lease commitment | $ 49,767 | $ 25,417 | ||||
Operating lease cost | $ 9,099 | |||||
Number of options to renew | option | 1 | |||||
Weighted average remaining term of operating lease | 5 years 4 months 24 days | |||||
Weighted average discount rate | 4.90% | |||||
Operating cash flows from operating leases | $ 7,300 | |||||
Right of use assets in exchange for lease liabilities | $ 2,992 | 0 | ||||
Selling and administrative expenses | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease cost | 3,100 | |||||
TLA | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of stores | store | 40 | 41 | ||||
Number of offices | office | 1 | |||||
Number of warehouses | segment | 1 | |||||
Honey Birdette | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of stores | store | 59 | 58 | 59 | |||
Number of offices | office | 2 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease renewal term | 4 years | |||||
Minimum | TLA | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | |||||
Minimum | Honey Birdette | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease renewal term | 5 years | |||||
Maximum | TLA | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 10 years | |||||
Maximum | Honey Birdette | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 10 years | |||||
Average | TLA | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 5 years | |||||
Average | Honey Birdette | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 5 years | |||||
Los Angeles | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 7 years | |||||
Los Angeles | Letter of Credit | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Cash collaterized letters of credit | $ 2,000 | $ 2,000 | ||||
Phoenix, Arizona | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property | ft² | 51,962 | |||||
Annual rent increase percent | 3.00% | |||||
Total lease commitment | $ 4,100 | |||||
Tenant improvement allowance | $ 800 | |||||
Phoenix, Arizona | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease renewal term | 5 years | |||||
Phoenix, Arizona | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease renewal term | 10 years |
Commitment and Contingencies _2
Commitment and Contingencies - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 9,099 |
Variable lease cost | 1,370 |
Short-term lease cost | 674 |
Sublease income | (368) |
Net lease cost | $ 10,775 |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 11,447 | $ 3,433 |
2023 | 9,894 | 3,451 |
2024 | 8,314 | 3,564 |
2025 | 6,588 | 3,828 |
2026 | 6,131 | 3,588 |
Thereafter | 7,393 | 7,553 |
Total | 49,767 | 25,417 |
Less: imputed interest | (4,536) | |
Total operating lease liabilities | 45,231 | |
Operating lease liabilities, current portion | 9,697 | 0 |
Operating lease liabilities, noncurrent portion | $ 35,534 | $ 0 |
Commitment and Contingencies _4
Commitment and Contingencies - Schedule of Future Minimum Lease Commitments and Future Sublease Income (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Minimum Lease Commitments | ||
2022 | $ 11,447 | $ 3,433 |
2023 | 9,894 | 3,451 |
2024 | 8,314 | 3,564 |
2025 | 6,588 | 3,828 |
2026 | 6,131 | 3,588 |
Thereafter | 7,393 | 7,553 |
Total | $ 49,767 | 25,417 |
Sublease Income | ||
2022 | (288) | |
2023 | (313) | |
2024 | (322) | |
2025 | (246) | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ (1,169) |
Commitment and Contingencies _5
Commitment and Contingencies - Legal Contingencies (Details) - USD ($) $ in Millions | Dec. 17, 2021 | Dec. 07, 2021 | Aug. 19, 2020 | Oct. 15, 2018 | Apr. 30, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Pending Litigation | TNR Vs. The Company | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 100 | |||||||||
Pending Litigation | Steve Shaw Vs. Dream | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Equity percentage to be granted upon business combination | 20.00% | |||||||||
Value to be granted upon business combination | $ 6 | |||||||||
Purchase consideration | $ 30 | |||||||||
Pending Litigation | The Company Vs. Indian Harbor Insurance Company | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Proceeds from legal settlement | $ 4.8 | |||||||||
Settled Litigation | Former Employee Vs. The Company | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Settlement to be paid by the company | $ 0.2 | $ 2.6 | ||||||||
Employment practices liability insurance cap | $ 2.5 | |||||||||
Payment for legal settlement | $ 0.4 | |||||||||
Receivable from insurance provider | $ 0.3 | $ 0.3 | ||||||||
Settled Litigation | Michael Whalen, as Trustee for the Hugh M. Hefner 1991 Trust Vs. The Company | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Payment for legal settlement | $ 1.8 | |||||||||
Settled Litigation | Michigan Playboy Magazine Subscribers Vs. The Company | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Settlement to be paid by the company | $ 3.9 |
Severance Costs (Details)
Severance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||
Severance costs | $ 1,844 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1,844 | |
Accrued salaries, wages, and employee benefits | 4,870 | $ 4,623 |
Other noncurrent liabilities | 2,422 | $ 20 |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued salaries, wages, and employee benefits | 600 | |
Other noncurrent liabilities | 100 | |
Corporate | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 616 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 616 | |
Other | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 1,228 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1,228 | |
Cost of sales(1) | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 1,175 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1,175 | |
Cost of sales(1) | Corporate | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 153 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 153 | |
Cost of sales(1) | Other | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 1,022 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1,022 | |
Selling and administrative expenses | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 669 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 669 | |
Selling and administrative expenses | Corporate | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 463 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 463 | |
Selling and administrative expenses | Other | ||
Restructuring and Related Activities [Abstract] | ||
Severance costs | 206 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 206 |
Income Taxes - Schedule of Expe
Income Taxes - Schedule of Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense from income taxes: | ||
Federal | $ 0 | $ 0 |
State | (219) | (237) |
Foreign | (3,843) | (4,422) |
Total current expense from income taxes | (4,062) | (4,659) |
Deferred benefit (expense) from income taxes: | ||
Federal | 6,616 | 567 |
State | (2,088) | (2,980) |
Foreign | 2,313 | 0 |
Total deferred benefit (expense) from income taxes | 6,841 | (2,413) |
Total | $ 2,779 | $ (7,072) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | $ (80,455) | $ 1,801 | |
Less valuation allowance | 63,712 | 67,444 | |
Decrease in valuation allowance | 3,700 | ||
Unrecognized tax benefits | 751 | 610 | $ 610 |
Unrecognized tax benefits to be recognized over the next 12 months | 100 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | (73,385) | 1,801 | |
Net operating loss | 203,100 | ||
Net operating loss carryforwards that can be carried forward indefinitely | 19,700 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 72,600 | ||
Net operating loss carryforwards that can be carried forward indefinitely | 100 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before income taxes | (7,070) | $ 0 | |
Net operating loss carryforwards that can be carried forward indefinitely | $ 1,600 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
State income tax, net of federal benefit | (2.40%) | 10.10% |
Foreign withholding taxes, net of credits | (3.20%) | 189.90% |
Transaction costs | (2.40%) | 29.50% |
Change in the statutory rate | (1.80%) | 96.30% |
Change in valuation allowance | 4.60% | (80.80%) |
Equity compensation | (9.30%) | 0.00% |
Foreign rate differential | 0.80% | 0.00% |
Adjustment to deferred taxes | (3.00%) | 125.40% |
Other | (1.00%) | 1.30% |
Effective rate | 3.50% | 392.70% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 48,368 | $ 45,113 |
Tax credit carryforwards | 0 | 2,805 |
Deferred revenue | 1,951 | 1,312 |
Stock compensation | 3,284 | 2,557 |
Investment in partnership | 11,409 | 11,402 |
Lease liabilities | 4,417 | 0 |
Other deductible temporary differences | 6,587 | 4,996 |
Total deferred tax assets | 76,016 | 68,185 |
Less valuation allowance | (63,712) | (67,444) |
Deferred tax assets, net | 12,304 | 741 |
Deferred tax liabilities: | ||
Fixed assets | (521) | 219 |
Intangible assets | (99,676) | (75,757) |
Right of use assets | (3,305) | 0 |
Other deductible temporary differences | (10) | (112) |
Total deferred tax liabilities | (103,512) | (75,650) |
Deferred tax liabilities, net | $ (91,208) | $ (74,909) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 610 | $ 610 |
Increase (decrease) for positions taken in the prior year | 0 | 0 |
Increase (decrease) for positions taken in the current year | 141 | 0 |
Decrease related to settlements with taxing authorities | 0 | 0 |
Decrease from lapse in statute of limitations | 0 | 0 |
Balance at the end of the year | $ 751 | $ 610 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 4,340,182 | 3,593,188 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 3,211,071 | 2,594,597 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 585,075 | 313,976 |
Unvested performance-based restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 544,036 | 0 |
Convertible promissory notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 684,615 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Weighted Average Number of Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss attributable to PLBY Group Inc. | $ (77,676,000) | $ (5,271,000) |
Weighted average shares of common stock outstanding (in shares) | 37,818,301 | 22,199,591 |
Vested restricted stock units not issued (in shares) | 287,435 | 0 |
Weighted-average shares used in computing net loss per share, basic (in shares) | 38,105,736 | 22,199,591 |
Weighted-average shares used in computing net loss per share, diluted | 38,105,736 | 22,199,591 |
Net loss per share, basic (in dollars per share) | $ (2.04) | $ (0.24) |
Net loss per share, diluted (in dollars per share) | $ (2.04) | $ (0.24) |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed - TLA (Details) $ in Thousands | Mar. 01, 2021USD ($)statestore | Dec. 31, 2021USD ($)statestore | Dec. 31, 2020USD ($) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 270,577 | $ 504 | |
TLA | |||
Business Acquisition [Line Items] | |||
Percentage acquired | 100.00% | ||
Purchase consideration | $ 24,916 | ||
Number of stores | store | 41 | 40 | |
Number of states | state | 5 | 5 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Inventory | $ 7,614 | ||
Property and equipment | 1,665 | ||
Accounts payable | (1,319) | ||
Other net assets | (3,518) | ||
Total net assets | 4,442 | ||
Total intangible assets | 4,100 | ||
Total net assets acquired | 8,542 | ||
Purchase consideration | 24,916 | ||
Goodwill | 16,374 | ||
Useful life | 10 years | ||
Liability offset period | 4 years | ||
Tax deductible goodwill | 19,000 | ||
TLA | Trade names | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Total intangible assets | $ 4,100 |
Business Combinations - Consoli
Business Combinations - Consolidated Results of Operation - TLA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 246,586 | $ 147,662 |
Cost of sales | (114,161) | (74,384) |
Selling and administrative expenses | (200,063) | (58,659) |
Total costs and expenses | (315,438) | (134,050) |
Operating (loss) income | (68,852) | 13,612 |
Nonoperating income | (11,603) | (11,811) |
Income taxes expense | 2,779 | (7,072) |
Net income | (77,676) | $ (5,271) |
TLA | ||
Business Acquisition [Line Items] | ||
Net revenues | 44,739 | |
Cost of sales | (19,122) | |
Selling and administrative expenses | (22,737) | |
Total costs and expenses | (41,859) | |
Operating (loss) income | 2,880 | |
Nonoperating income | 5 | |
Income taxes expense | (24) | |
Net income | 2,861 | |
Honey Birdette | ||
Business Acquisition [Line Items] | ||
Net revenues | 32,288 | |
Cost of sales | (14,445) | |
Selling and administrative expenses | (17,341) | |
Total costs and expenses | (31,786) | |
Operating (loss) income | 502 | |
Nonoperating income | 559 | |
Income taxes expense | 2,162 | |
Net income | $ 3,223 |
Business Combinations - Pro For
Business Combinations - Pro Forma - TLA (Details) - TLA - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Transaction costs | $ 900 | |
Net revenues - As Reported | 246,586 | $ 147,662 |
Net revenues - Pro Forma | 255,435 | 186,612 |
Net loss | (77,676) | (5,271) |
Net loss - Pro Forma | (76,264) | $ (12,717) |
TLA | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ 700 |
Business Combinations - Honey B
Business Combinations - Honey Birdette (Details) - Honey Birdette $ / shares in Units, $ in Thousands | Aug. 19, 2021shares | Aug. 09, 2021USD ($)storecontinent$ / sharesRateshares | Dec. 31, 2021store | Jun. 28, 2021store |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 233,441 | |||
Share price (in dollars per share) | $ / shares | $ 26.57 | |||
Purchase consideration | $ 288,790 | |||
Consideration transferred, equity (in shares) | shares | 4,412 | |||
Number of stores | store | 58 | 59 | 59 | |
Number of continents | continent | 3 | |||
Exchange rate | Rate | 73.56% | |||
Deferred tax liability | $ (23,046) | |||
Trade names | ||||
Business Acquisition [Line Items] | ||||
Initial contract term | 12 years | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration in shares (in shares) | shares | 2,155,849 |
Business Combinations - Honey_2
Business Combinations - Honey Birdette Fair Value of Consideration (Details) - Honey Birdette - USD ($) $ / shares in Units, $ in Thousands | Aug. 19, 2021 | Aug. 09, 2021 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 233,441 | |
Total consideration transferred | $ 288,790 | |
Consideration transferred, equity (in shares) | 4,412 | |
Share price (in dollars per share) | $ 26.57 | |
Transferred Shares | ||
Business Acquisition [Line Items] | ||
Stock consideration: | $ 29,889 | |
Consideration transferred, equity (in shares) | 1,124,919 | |
Share price (in dollars per share) | $ 26.57 | |
Lock-Up Shares | ||
Business Acquisition [Line Items] | ||
Stock consideration: | $ 25,460 | |
Consideration transferred, equity (in shares) | 4,412 | 1,030,930 |
Share price (in dollars per share) | $ 26.57 |
Business Combinations - Asset_2
Business Combinations - Assets Acquired and Liabilities Assumed - Honey Birdette (Details) - USD ($) $ in Thousands | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 270,577 | $ 504 | |
Honey Birdette | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | $ 3,950 | ||
Inventory | 16,015 | ||
Property and equipment | 5,185 | ||
Other net assets | (12,243) | ||
Unfavorable leasehold interest, net | (1,690) | ||
Total intangible assets | 77,238 | ||
Deferred tax liability | (23,046) | ||
Total net assets acquired | 65,409 | ||
Purchase consideration | 288,790 | ||
Goodwill | $ 223,381 |
Business Combinations - Conso_2
Business Combinations - Consolidated Results of Operation - Honey Birdette (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 246,586 | $ 147,662 |
Cost of sales | (114,161) | (74,384) |
Selling and administrative expenses | (200,063) | (58,659) |
Total costs and expenses | (315,438) | (134,050) |
Operating (loss) income | (68,852) | 13,612 |
Nonoperating income | (11,603) | (11,811) |
Income taxes expense | 2,779 | (7,072) |
Net income | (77,676) | $ (5,271) |
Honey Birdette | ||
Business Acquisition [Line Items] | ||
Net revenues | 32,288 | |
Cost of sales | (14,445) | |
Selling and administrative expenses | (17,341) | |
Total costs and expenses | (31,786) | |
Operating (loss) income | 502 | |
Nonoperating income | 559 | |
Income taxes expense | 2,162 | |
Net income | $ 3,223 |
Business Combinations - Pro F_2
Business Combinations - Pro Forma - Honey Birdette (Details) - Honey Birdette - USD ($) $ in Thousands | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Additional borrowing | $ 70,000 | |||
Estimated blended statutory rate | 27.55% | |||
Transaction related costs | $ 9,000 | $ 12,900 | ||
Net revenues - As Reported | 246,586 | $ 147,662 | ||
Net revenues - Pro Forma | 292,708 | 201,524 | ||
Net loss | (77,676) | (5,271) | ||
Net loss - Pro Forma | $ (67,772) | $ (15,931) |
Business Combinations - Acquisi
Business Combinations - Acquisition of GlowUp (Details) - USD ($) | Oct. 22, 2021 | Oct. 14, 2021 | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Contingent consideration, liabilities and equity | $ 18,100,000 | ||||
Contingent consideration, liability | $ 36,630,000 | $ 0 | |||
GlowUp Digital Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 342,308 | ||||
Share price (in dollars per share) | $ 27.60 | ||||
Purchase consideration | $ 34,365,000 | 13,200,000 | $ 34,365,000 | ||
Acquisition | $ 32,603,000 | ||||
Transaction costs | 800,000 | ||||
Contingent consideration, equity | 9,200,000 | ||||
Contingent consideration, liability | $ 8,900,000 | ||||
GlowUp Digital Inc. | Satisfaction Of Performance Criteria | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 400,000 | ||||
GlowUp Digital Inc. | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, equity (in shares) | 548,034 | ||||
Share price (in dollars per share) | $ 23.4624 | ||||
Consecutive trading days | 10 days | ||||
GlowUp Digital Inc. | Common Stock | Satisfaction Of Performance Criteria | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, equity (in shares) | 664,311 |
Business Combinations - Conso_3
Business Combinations - Consolidated Results of Operation - GlowUp Inc. (Details) - GlowUp Digital Inc. - USD ($) $ in Thousands | Oct. 22, 2021 | Oct. 14, 2021 | Aug. 09, 2021 |
Business Acquisition [Line Items] | |||
Cash consideration (including transaction expenses paid for sellers) | $ 1,142 | ||
Stock consideration | 15,126 | ||
Contingent consideration | 18,097 | ||
Total consideration transferred | $ 34,365 | $ 13,200 | $ 34,365 |
Business Combinations - Summary
Business Combinations - Summary of Goodwill - GlowUp Inc (Details) - USD ($) $ in Thousands | Oct. 22, 2021 | Oct. 14, 2021 | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 270,577 | $ 504 | |||
GlowUp Digital Inc. | |||||
Business Acquisition [Line Items] | |||||
Developed technology | $ 2,300 | ||||
Deferred tax liability | $ (538) | ||||
Total net assets acquired | 1,762 | ||||
Purchase consideration | $ 34,365 | $ 13,200 | 34,365 | ||
Goodwill | $ 32,603 |
Business Combinations - Acqui_2
Business Combinations - Acquisition of GlowUp - Additional Information (Details) - GlowUp Digital Inc. - USD ($) $ in Thousands | Oct. 22, 2021 | Aug. 09, 2021 |
Business Acquisition [Line Items] | ||
Deferred tax liability | $ 538 | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Initial contract term | 3 years |
Accrued Salaries, Wages, and _2
Accrued Salaries, Wages, and Employee Benefits (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)planhour | Dec. 31, 2020USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||
Number of defined contribution plans | plan | 2 | |
Australia | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contribution amount | $ 900,000 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contribution amount | 900,000 | $ 600,000 |
Profit-Sharing Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contribution amount | $ 0 | $ 0 |
Minimum period of continuous service | 12 months | |
Minimum period of continuous service, hours | hour | 1,000 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | |||
Management fees | $ 0.3 | $ 1 | |
Due from related parties | 0 | 0 | |
Due to related parties | $ 0 | $ 0 | |
Affiliated Entity | Management And Consulting Services | |||
Related Party Transaction [Line Items] | |||
Management fee per year | $ 1 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Reportable Segment (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)segmentstatestore | Dec. 31, 2020USD ($) | Aug. 09, 2021USD ($)countrystore | Jun. 28, 2021store | Mar. 01, 2021USD ($)statestore | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 3 | ||||
Net revenues | $ 246,586 | $ 147,662 | |||
Operating income (loss) | (68,852) | 13,612 | |||
Depreciation and amortization | (7,291) | (2,259) | |||
Goodwill | 270,577 | 504 | |||
China | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 43,535 | 42,569 | |||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 152,410 | 76,365 | |||
Australia | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 21,379 | 4 | |||
UK | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 6,156 | 5,077 | |||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 23,106 | 23,647 | |||
TLA | |||||
Segment Reporting Information [Line Items] | |||||
Number of stores | store | 40 | 41 | |||
Number of states | state | 5 | 5 | |||
Net revenues | $ 44,739 | ||||
Operating income (loss) | $ 2,880 | ||||
Goodwill | $ 16,374 | ||||
Honey Birdette | |||||
Segment Reporting Information [Line Items] | |||||
Number of stores | store | 59 | 58 | 59 | ||
Number of countries | country | 3 | ||||
Net revenues | $ 32,288 | ||||
Operating income (loss) | 502 | ||||
Goodwill | $ 223,381 | ||||
Operating Segments | Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 64,021 | 61,142 | |||
Operating income (loss) | 47,477 | 44,466 | |||
Depreciation and amortization | (284) | (606) | |||
Goodwill | 0 | 0 | |||
Operating Segments | Direct-to-consumer | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 147,848 | 64,116 | |||
Operating income (loss) | (2,836) | (752) | |||
Depreciation and amortization | (4,710) | (402) | |||
Goodwill | 237,470 | 0 | |||
Operating Segments | Digital subscriptions and content | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 33,756 | 20,913 | |||
Operating income (loss) | 7,882 | 9,478 | |||
Depreciation and amortization | (297) | (240) | |||
Goodwill | 33,107 | 504 | |||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (121,955) | (38,462) | |||
Depreciation and amortization | (2,000) | (808) | |||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 961 | 1,491 | |||
Operating income (loss) | 580 | (1,118) | |||
Depreciation and amortization | $ 0 | $ (203) |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 246,586 | $ 147,662 |
Long-lived assets | 65,191 | 5,203 |
China | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 43,535 | 42,569 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 152,410 | 76,365 |
Long-lived assets | 57,401 | 5,203 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 21,379 | 4 |
Long-lived assets | 6,767 | 0 |
UK | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 6,156 | 5,077 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 23,106 | 23,647 |
Long-lived assets | $ 1,023 | $ 0 |