Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-12471 | |
Entity Registrant Name | THE ARENA GROUP HOLDINGS, INC. | |
Entity Central Index Key | 0000894871 | |
Entity Tax Identification Number | 68-0232575 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Vesey Street | |
Entity Address, Address Line Two | 24th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | (212) | |
Local Phone Number | 321-5002 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | AREN | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,245,040 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 13,303 | $ 9,349 |
Restricted cash | 502 | 502 |
Accounts receivable, net | 33,662 | 21,660 |
Subscription acquisition costs, current portion | 22,800 | 30,162 |
Royalty fees | 11,250 | |
Prepayments and other current assets | 3,978 | 4,748 |
Total current assets | 74,245 | 77,671 |
Property and equipment, net | 793 | 636 |
Operating lease right-of-use assets | 415 | 528 |
Platform development, net | 10,339 | 9,299 |
Subscription acquisition costs, net of current portion | 7,497 | 8,235 |
Acquired and other intangible assets, net | 51,155 | 57,356 |
Other long-term assets | 564 | 639 |
Goodwill | 22,554 | 19,619 |
Total assets | 167,562 | 173,983 |
Current liabilities: | ||
Accounts payable | 11,746 | 11,982 |
Accrued expenses and other | 22,354 | 24,011 |
Line of credit | 18,474 | 11,988 |
Unearned revenue | 51,683 | 54,030 |
Subscription refund liability | 837 | 3,087 |
Operating lease liabilities | 413 | 374 |
Liquidated damages payable | 5,836 | 5,197 |
Current portion of long-term debt | 5,899 | 5,744 |
Total current liabilities | 117,242 | 116,413 |
Unearned revenue, net of current portion | 11,491 | 15,277 |
Operating lease liabilities, net of current portion | 471 | 785 |
Liquidating damages payable, net of current portion | 7,008 | |
Other long-term liabilities | 3,771 | 7,556 |
Deferred tax liabilities | 403 | 362 |
Long-term debt | 65,433 | 64,373 |
Total liabilities | 198,811 | 211,774 |
Commitments and contingencies (Note 16) | ||
Mezzanine equity: | ||
Total mezzanine equity | 13,375 | 13,886 |
Stockholders’ deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 18,149,622 and 12,632,947 shares at September 30, 2022 and December 31, 2021, respectively | 182 | 126 |
Common stock to be issued | ||
Additional paid-in capital | 264,568 | 200,410 |
Accumulated deficit | (309,374) | (252,213) |
Total stockholders’ deficiency | (44,624) | (51,677) |
Total liabilities, mezzanine equity and stockholders’ deficiency | 167,562 | 173,983 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 168 | 168 |
Series H Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 13,207 | $ 13,718 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 18,149,622 | 12,632,947 |
Common stock, shares, outstanding | 18,149,622 | 12,632,947 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 1,800 | 1,800 |
Temporary equity, liquidation preference value | $ 168 | $ 168 |
Temporary equity, shares issued | 168 | 168 |
Temporary equity, shares outstanding | 168 | 168 |
Temporary equity, common shares issuable upon conversion | 8,582 | 8,582 |
Series H Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 23,000 | 23,000 |
Temporary equity, liquidation preference value | $ 14,556 | $ 15,066 |
Temporary equity, shares issued | 14,556 | 15,066 |
Temporary equity, shares outstanding | 14,556 | 15,066 |
Temporary equity, common shares issuable upon conversion | 2,008,728 | 2,075,200 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 66,706 | $ 59,575 | $ 180,024 | $ 127,936 |
Cost of revenue (includes amortization of developed technology and platform development for three months ended 2022 and 2021 of $2,413 and $2,242, respectively and for the nine months ended 2022 and 2021 of $7,099 and $6,566, respectively) | 40,504 | 32,215 | 115,730 | 83,264 |
Gross profit | 26,202 | 27,360 | 64,294 | 44,672 |
Operating expenses | ||||
Selling and marketing | 20,103 | 22,892 | 56,626 | 54,232 |
General and administrative | 13,847 | 14,557 | 43,325 | 37,587 |
Depreciation and amortization | 4,478 | 4,055 | 13,124 | 11,982 |
Loss on lease termination | 7,345 | 7,345 | ||
Loss on impairment of assets | 209 | 904 | 466 | 904 |
Total operating expenses | 38,637 | 49,753 | 113,541 | 112,050 |
Loss from operations | (12,435) | (22,393) | (49,247) | (67,378) |
Other (expense) income | ||||
Change in valuation of warrant derivative liabilities | 802 | 497 | ||
Interest expense, net | (3,184) | (2,512) | (8,510) | (7,695) |
Liquidated damages | (339) | (834) | (639) | (2,198) |
Gain upon debt extinguishment | 5,717 | |||
Total other (expense) income | (3,523) | (2,544) | (9,149) | (3,679) |
Loss before income taxes | (15,958) | (24,937) | (58,396) | (71,057) |
Income taxes | (547) | 230 | 1,235 | 230 |
Net loss | $ (16,505) | $ (24,707) | $ (57,161) | $ (70,827) |
Basic and diluted net loss per common share | $ (0.90) | $ (2.15) | $ (3.30) | $ (6.38) |
Weighted average number of common shares outstanding – basic and diluted | 18,284,670 | 11,491,412 | 17,339,882 | 11,100,416 |
Condensed Consolidated State_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Amortization cost of developed technology and platform development | $ 2,413 | $ 2,242 | $ 7,099 | $ 6,566 |
Condensed Consolidated State_3
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance at January 1, 2021 | $ (33,964,000) | $ (32,437,000) | $ (51,677,000) | $ (20,313,000) |
Issuance of common stock for restricted stock units | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options | 94,000 | |||
Common stock withheld for taxes | (2,964,000) | $ (29,000) | (3,520,000) | (70,000) |
Common stock withheld for taxes, shares | (2,130) | |||
Stock-based compensation | 8,715,000 | $ 8,962,000 | 26,306,000 | 23,036,000 |
Net loss | (16,505,000) | (24,707,000) | (57,161,000) | (70,827,000) |
Balance at September 30, 2021 | (44,624,000) | (47,659,000) | (44,624,000) | (47,659,000) |
Issuance of common stock upon conversion of series H preferred stock | 50,000 | 511,000 | 50,000 | |
Issuance of common stock for restricted stock units in connection with an acquisition | ||||
Issuance of common stock in connection with professional services | 184,000 | 125,000 | ||
Issuance of common stock in connection with settlement of liquidated damages | 6,685,000 | |||
Gain upon issuance of common stock in connection with settlement of liquidated damages | 323,000 | |||
Issuance of common stock upon cashless exercise of stock options | ||||
Repurchase restricted stock awards in connection with HubPages merger | ||||
Issuance of common stock in connection with public offering | 30,490,000 | |||
Issuance of common stock in connection with the acquisition of Athlon | 3,141,000 | |||
Issuance of common stock upon exercise (including cashless exercise) of stock options | 94,000 | |||
Issuance of common stock in connection with Say Media merger | ||||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | 502,000 | 502,000 | ||
Forfeiture on unvested restricted stock awards | ||||
Issuance of restricted stock awards to the board of directors | ||||
Repurchase restricted stock classified as liabilities | ||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||
Issuance of common stock in connection with private placement | 19,838,000 | |||
Common Stock [Member] | ||||
Balance at January 1, 2021 | $ 178,000 | $ 119,000 | $ 126,000 | $ 104,000 |
Beginning balance, shares | 17,827,526 | 11,962,537 | 12,632,947 | 10,412,963 |
Issuance of common stock for restricted stock units | $ 5,000 | $ 7,000 | ||
Issuance of common stock for restricted stock units, shares | 541,719 | 22,728 | 718,530 | 22,728 |
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options, shares | 38,152 | |||
Common stock withheld for taxes | $ (1,000) | $ (2,000) | ||
Common stock withheld for taxes, shares | (257,775) | (324,798) | (4,356) | |
Stock-based compensation | ||||
Net loss | ||||
Balance at September 30, 2021 | $ 182,000 | $ 119,000 | $ 182,000 | $ 119,000 |
Ending balance, shares | 18,149,622 | 12,017,270 | 18,149,622 | 12,017,270 |
Issuance of common stock upon conversion of series H preferred stock | $ 1,000 | |||
Issuance of common stock upon conversion of series H preferred stock, shares | 6,888 | 70,380 | 6,888 | |
Issuance of common stock for restricted stock units in connection with an acquisition | ||||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares | 16,760 | 11,667 | ||
Issuance of common stock in connection with professional services | ||||
Issuance of common stock in connection with professional services, shares | 14,617 | 14,205 | ||
Issuance of common stock in connection with settlement of liquidated damages | $ 5,000 | |||
Issuance of common stock in connection with settlement of liquidated damages, shares | 505,671 | |||
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||||
Issuance of common stock upon cashless exercise of stock options | ||||
Issuance of common stock upon cashless exercise of stock option, shares | 20 | 3,859 | ||
Repurchase restricted stock awards in connection with HubPages merger | ||||
Repurchase restricted stock awards in connection with HubPages merger, shares | (26,214) | |||
Issuance of common stock in connection with public offering | $ 42,000 | |||
Issuance of common stock in connection with public offering, shares | 4,181,603 | |||
Issuance of common stock in connection with the acquisition of Athlon | $ 3,000 | |||
Issuance of common stock in connection with the acquisition of Athlon, shares | 314,103 | |||
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options, shares | 38,152 | |||
Issuance of common stock in connection with Say Media merger | ||||
Issuance of common stock in connection with Say Media merger, shares | 7,851 | |||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | ||||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy, shares | 34,091 | 34,091 | ||
Forfeiture on unvested restricted stock awards | ||||
Forfeiture of unvested restricted stock awards, shares | (6,844) | (6,844) | ||
Issuance of restricted stock awards to the board of directors | ||||
Issuance of restricted stock awards to the board of directors, shares | 40,334 | |||
Repurchase restricted stock classified as liabilities | ||||
Repurchase restricted stock classified as liabilities, shares | (12,098) | |||
Issuance of restricted stock in connection with the acquisition of The Spun | $ 2,000 | |||
Issuance of restricted stock in connection with the acquisition of The Spun, shares | 194,806 | |||
Issuance of common stock in connection with private placement | $ 13,000 | |||
Issuance of common stock in connection with private placement, shares | 1,299,027 | |||
Common Stock To Be Issued [Member] | ||||
Balance at January 1, 2021 | ||||
Beginning balance, shares | 41,283 | 49,134 | 49,134 | 49,134 |
Issuance of common stock for restricted stock units | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Common stock withheld for taxes | ||||
Stock-based compensation | ||||
Net loss | ||||
Balance at September 30, 2021 | ||||
Ending balance, shares | 41,283 | 49,134 | 41,283 | 49,134 |
Issuance of common stock upon conversion of series H preferred stock | ||||
Issuance of common stock for restricted stock units in connection with an acquisition | ||||
Issuance of common stock in connection with professional services | ||||
Issuance of common stock in connection with settlement of liquidated damages | ||||
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||||
Issuance of common stock upon cashless exercise of stock options | ||||
Repurchase restricted stock awards in connection with HubPages merger | ||||
Issuance of common stock in connection with public offering | ||||
Issuance of common stock in connection with the acquisition of Athlon | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Issuance of common stock in connection with Say Media merger | ||||
Issuance of common stock in connection with Say Media merger, shares | (7,851) | |||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | ||||
Forfeiture on unvested restricted stock awards | ||||
Issuance of restricted stock awards to the board of directors | ||||
Repurchase restricted stock classified as liabilities | ||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||
Issuance of common stock in connection with private placement | ||||
Additional Paid-in Capital [Member] | ||||
Balance at January 1, 2021 | $ 258,727,000 | 175,837,000 | $ 200,410,000 | 141,856,000 |
Issuance of common stock for restricted stock units | (5,000) | (7,000) | ||
Issuance of common stock upon exercise (including cashless exercise) of stock options | 94,000 | |||
Common stock withheld for taxes | (2,963,000) | (29,000) | (3,518,000) | (70,000) |
Stock-based compensation | 8,715,000 | 8,962,000 | 26,306,000 | 23,036,000 |
Net loss | ||||
Balance at September 30, 2021 | 264,568,000 | 185,322,000 | 264,568,000 | 185,322,000 |
Issuance of common stock upon conversion of series H preferred stock | 50,000 | 510,000 | 50,000 | |
Issuance of common stock for restricted stock units in connection with an acquisition | ||||
Issuance of common stock in connection with professional services | 184,000 | 125,000 | ||
Issuance of common stock in connection with settlement of liquidated damages | 6,680,000 | |||
Gain upon issuance of common stock in connection with settlement of liquidated damages | 323,000 | |||
Issuance of common stock upon cashless exercise of stock options | ||||
Repurchase restricted stock awards in connection with HubPages merger | ||||
Issuance of common stock in connection with public offering | 30,448,000 | |||
Issuance of common stock in connection with the acquisition of Athlon | 3,138,000 | |||
Issuance of common stock upon exercise (including cashless exercise) of stock options | 94,000 | |||
Issuance of common stock in connection with Say Media merger | ||||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | 502,000 | 502,000 | ||
Forfeiture on unvested restricted stock awards | ||||
Issuance of restricted stock awards to the board of directors | ||||
Repurchase restricted stock classified as liabilities | ||||
Issuance of restricted stock in connection with the acquisition of The Spun | (2,000) | |||
Issuance of common stock in connection with private placement | 19,825,000 | |||
Retained Earnings [Member] | ||||
Balance at January 1, 2021 | (292,869,000) | (208,393,000) | (252,213,000) | (162,273,000) |
Issuance of common stock for restricted stock units | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Common stock withheld for taxes | ||||
Stock-based compensation | ||||
Net loss | (16,505,000) | (24,707,000) | (57,161,000) | (70,827,000) |
Balance at September 30, 2021 | $ (309,374,000) | (233,100,000) | (309,374,000) | (233,100,000) |
Issuance of common stock upon conversion of series H preferred stock | ||||
Issuance of common stock for restricted stock units in connection with an acquisition | ||||
Issuance of common stock in connection with professional services | ||||
Issuance of common stock in connection with settlement of liquidated damages | ||||
Gain upon issuance of common stock in connection with settlement of liquidated damages | ||||
Issuance of common stock upon cashless exercise of stock options | ||||
Repurchase restricted stock awards in connection with HubPages merger | ||||
Issuance of common stock in connection with public offering | ||||
Issuance of common stock in connection with the acquisition of Athlon | ||||
Issuance of common stock upon exercise (including cashless exercise) of stock options | ||||
Issuance of common stock in connection with Say Media merger | ||||
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy | ||||
Forfeiture on unvested restricted stock awards | ||||
Issuance of restricted stock awards to the board of directors | ||||
Repurchase restricted stock classified as liabilities | ||||
Issuance of restricted stock in connection with the acquisition of The Spun | ||||
Issuance of common stock in connection with private placement |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (57,161) | $ (70,827) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 395 | 334 |
Amortization of platform development and intangible assets | 19,828 | 18,214 |
Gain upon debt extinguishment | (5,717) | |
Loss on termination of lease | 7,345 | |
Amortization of debt discounts | 1,215 | 1,534 |
Loss on impairments of assets | 466 | 904 |
Change in valuation of warrant derivative liabilities | (497) | |
Noncash and accrued interest | 86 | 5,273 |
Liquidated damages | 639 | 2,198 |
Stock-based compensation | 24,777 | 21,689 |
Deferred income taxes | (1,235) | (230) |
Other | 468 | (1,060) |
Change in operating assets and liabilities net of effect of business combination: | ||
Accounts receivable | (1,385) | (173) |
Subscription acquisition costs | 8,100 | (8,434) |
Royalty fees | 11,250 | 11,250 |
Prepayments and other current assets | 2,107 | (78) |
Other long-term assets | 75 | 639 |
Accounts payable | (7,652) | 1,215 |
Accrued expenses and other | (3,390) | 5,566 |
Unearned revenue | (7,382) | 5,389 |
Subscription refund liability | (2,250) | 344 |
Operating lease liabilities | (162) | (2,448) |
Other long-term liabilities | (3,465) | (692) |
Net cash used in operating activities | (14,676) | (8,262) |
Cash flows from investing activities | ||
Purchases of property and equipment | (444) | (300) |
Capitalized platform development | (3,990) | (3,017) |
Proceeds from sale of equity investment | 2,450 | |
Payments for acquisition of business, net of cash acquired | (10,331) | (7,357) |
Net cash used in investing activities | (12,315) | (10,674) |
Cash flows from financing activities | ||
Borrowings (repayments) under line of credit | 6,486 | (473) |
Proceeds from common stock public offering, net of offering costs | 32,058 | |
Payments of issuance costs from common stock public offering | (1,568) | |
Net exercise of common stock options | 94 | |
Payment of The Spun deferred cash payment | (453) | |
Proceeds from common stock private placement | 20,005 | |
Payments of issuance costs from common stock private placement | (167) | |
Payment for taxes related to repurchase of restricted common stock | (3,520) | (70) |
Payment of restricted stock liabilities | (2,152) | (1,165) |
Net cash provided by financing activities | 30,945 | 18,130 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,954 | (806) |
Cash, cash equivalents, and restricted cash – beginning of period | 9,851 | 9,535 |
Cash, cash equivalents, and restricted cash – end of period | 13,805 | 8,729 |
Cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 13,303 | 8,228 |
Restricted cash | 502 | 501 |
Total cash, cash equivalents, and restricted cash | 13,805 | 8,729 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 7,209 | 902 |
Cash paid for income taxes | ||
Noncash investing and financing activities | ||
Reclassification of stock-based compensation to platform development | 1,529 | 1,347 |
Restricted stock issued in connection with acquisition of Fulltime Fantasy | 503 | |
Deferred cash payments in connection with acquisition of Fulltime Fantasy | 419 | |
Issuance of common stock in connection with settlement of liquidated damages | 7,008 | |
Issuance of common stock in connection with professional services | 125 | |
Common stock issued in connection with acquisition of Athlon | 3,141 | |
Deferred cash payments in connection with acquisition of Athlon | 949 | |
Assumption of liabilities in connection with acquisition of Athlon | 11,602 | |
Deferred cash payments in connection with acquisition of The Spun | 905 | |
Assumption of liabilities in connection with acquisition of The Spun | 2 | |
Conversion of Series H convertible preferred stock into common stock | $ 511 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any material off-balance sheet arrangements. The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC as of April 1, 2022. The condensed consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The novel coronavirus (“COVID-19”) pandemic impacted the Company less during the third quarter of 2022 than it did in 2021. During the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, however, there has been a steady recovery in the advertising market in both pricing and volume. This, coupled with the return of professional and college sports, has yielded steady growth in revenues in 2020 as compared to 2021. Given that certain of our sports businesses rely on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations could be negatively impacted by a widespread cancellation of sporting events or a general limitation of societal activity akin to what occurred in the Unites States and elsewhere during 2020 and, to a lesser extent, during 2021. The Company operates in one reportable segment. Reverse Stock Split The Company effected a 1-for-22 reverse stock split Use of Estimates Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share 2022 2021 As of September 30, 2022 2021 Series G convertible preferred stock 8,582 8,582 Series H Preferred Stock 2,008,728 2,692,906 Restricted Stock Awards 97,402 188,543 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop warrants 5,682 5,682 Publisher Partner Warrants 5,629 35,889 Equity Plans 7,583,100 7,646,788 Outside Options 134,098 138,644 Total 10,958,879 11,847,577 Reclassifications Certain prior quarter amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in the aggregate. These changes did not impact previously reported loss from operations or net loss. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 2. Acquisitions 2022 Acquisitions Athlon Holdings, Inc. 100 16,175 1,840 16,175 13,162 11,840 1,322 314,103 3,141 3,000 The amount estimated to be paid post-closing of $1,322 will be or was paid as follows: (i) $1,077 will be paid on the nine-month anniversary of the closing date, or January 1, 2023 (consisting of $3,000 for the deferred cash payments, as discounted, less a $1,923 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds of $2,450 from the sale of the equity investment in Just Like Falling Off a Bike, LLC that was held by Athlon as of the closing date (paid on April 7, 2022) After the condensed consolidated financial statements for the quarterly period ended June 30, 2022 were issued, the Company received an updated valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated that the purchase consideration decreased by $940. The decrease in the purchase price was related to a decrease in the working capital adjustment of $180, an increase in fixed assets of $46, a decrease in identifiable assets of $477 (digital content increased $355, advertiser relationships decreased $498, and trade names decreased $334), a decrease in deferred tax liabilities of $533, and a decrease in goodwill of $862 The composition of the preliminary purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 12,085 Common stock 3,141 Deferred cash payments, as discounted 949 Total purchase consideration $ 16,175 The Company incurred $ 200 The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Summary of Price Allocation for Acquisition Cash $ 2,604 Accounts receivable 10,855 Other current assets 1,337 Equity investment 2,450 Fixed assets 108 Digital content 355 Advertiser relationships 6,132 Trade names 2,277 Goodwill 2,935 Accounts payable (7,416 ) Accrued expenses and other (2,440 ) Unearned revenue (1,203 ) Other long-term liabilities (543 ) Deferred tax liabilities (1,276 ) Net assets acquired $ 16,175 The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the digital content was determined using a cost approach. The fair values of the advertiser relationships were determined by projecting the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled workforce) to compute the excess cash flows associated with the advertiser relationships. The fair values of the trade names were determined by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company is relieved from paying due to its ownership of the trade names. The estimated weighted average useful life is two years ( 2.00 8.75 14.50 The excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. No portion of the goodwill will be deductible for tax purposes. Supplemental Pro forma Information The following table summarizes the results of operations of the Athlon acquisition from the acquisition date included in the condensed consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been January 1, 2021: Schedule Of Supplemental Cash Flow Information 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Athlon from acquisition date of April 1, 2022 (unaudited): Revenue $ 15,370 $ - $ 32,887 $ - Net income 81 - 2,521 - Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited): Revenue: Athlon $ 15,370 $ 15,966 $ 48,797 $ 51,458 Arena 51,336 59,575 147,137 127,936 Total supplemental pro forma revenue $ 66,706 $ 75,541 $ 195,934 $ 179,394 Net income (loss): Athlon $ 81 $ 1,030 $ 1,945 $ 3,644 Arena (16,586 ) (24,707 ) (58,682 ) (70,827 ) Adjustments 533 (306 ) (1,310 ) 158 Total supplemental pro forma net loss $ (15,972 ) $ (23,983 ) $ (59,047 ) $ (67,025 ) The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred as of the beginning of the Company’s reporting period. The adjustments for the three months ended September 2022 and 2021 of $ 533 306 0 306 533 0 1,310 158 234 918 200 200 1,276 1,276 Further details are provided under the heading Athlon Acquisition Buffalo Groupe, LLC 850 The Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets. The purchase consideration totaled $ 850, 10.0 2021 Acquisitions College Spun Media Incorporated 11,830 194,806 10,830 830 500 500 The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,830 Deferred cash payments, as discounted 905 Total purchase consideration $ 11,735 The Company incurred $ 128 After the June 30, 2021 condensed consolidated financial statements were issued, the Company received a final valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated the fair values for the brand name of $ 5,175 1,932 3,977 The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Summary of Price Allocation for Acquisition Cash $ 3,214 Accounts receivable 1,772 Other current assets 5 Brand name 5,175 Goodwill 3,479 Accrued expenses and other (85) Deferred tax liabilities (1,825) Net assets acquired $ 11,735 The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the brand name was determined by projecting the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital and the assembled workforce) to compute the excess cash flows associated with the brand with a useful life of ten years ( 10.0 The excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. No portion of the goodwill will be deductible for tax purposes. Fulltime Fantasy Sports, LLC 335 (paid in advance), including transaction related costs of $ 35 , (2) 34,092 restricted shares the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 11,364 shares vested at closing and another 11,364 shares vested on December 31, 2021, and (3) a cash earn-out payment of $ 225 (paid in January 2022). The remaining consideration of a cash earn-out payment of $ 225 was paid on June 30, 2022 and the remaining 11,364 restricted shares of the Company’s common stock vested on June 30, 2022. The Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets. Transaction-related costs of $ 35 The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash (including $ 35,000 $ 335 Restricted stock 168 Deferred cash payments 419 Deferred restricted stock 335 Total purchase consideration $ 1,257 The purchase consideration totaled $ 1,257 35 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components The components of certain balance sheet amounts are as follows: Accounts Receivable 2,278 1,578 Subscription Acquisition Costs The current portion of the subscription acquisition costs as of September 30, 2022 and December 31, 2021 was $ 22,800 30,162 7,497 8,235 22,800 7,497 Royalty Fees 15,000 15,000 0 11,250 Property and Equipment Schedule of Property and Equipment September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Office equipment and computers $ 1,670 $ 1,345 Furniture and fixtures 228 1 Property and equipment, gross 1,898 1,346 Less accumulated depreciation and amortization (1,105 ) (710 ) Net property and equipment $ 793 $ 636 Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 was $ 150 114 395 334 427 Platform Development Summary of Platform Development Costs September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Platform development $ 19,948 $ 21,997 Less accumulated amortization (9,609 ) (12,698 ) Net platform development $ 10,339 $ 9,299 Amortization expense for the three months ended September 30, 2022 and 2021, was $ 1,511 1,144 4,268 3,273 A summary of platform development activity for the nine months ended September 30, 2022 is as follows: Summary of Platform Development Cost Activity Platform development beginning of year $ 21,997 Payroll-based costs capitalized during the period 3,990 Less dispositions (7,357 ) Total capitalized costs 18,630 Stock-based compensation 1,529 Impairments (211 ) Platform development end of period $ 19,948 For the nine months ended September 30, 2022, impairment charges of $ 211 435 Intangible Assets Schedule of Intangible Assets Subjects to Amortization As of September 30, 2022 As of December 31, 2021 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,333 $ (14,069 ) $ 3,264 $ 17,579 $ (11,465 ) $ 6,114 Trade names 5,396 (1,069 ) 4,327 3,328 (782 ) 2,546 Brand names 6,025 (685 ) 5,340 5,175 (298 ) 4,877 Subscriber relationships 73,459 (43,510 ) 29,949 73,459 (32,623 ) 40,836 Advertiser relationships 8,372 (1,113 ) 7,259 2,240 (570 ) 1,670 Digital content 355 (89 ) 266 - - - Database 2,397 (1,647 ) 750 2,397 (1,104 ) 1,293 Subtotal amortizable intangible assets 113,337 (62,182 ) 51,155 104,178 (46,842 ) 57,336 Website domain name - - - 20 - 20 Total intangible assets $ 113,337 $ (62,182 ) $ 51,155 $ 104,198 $ (46,842 ) $ 57,356 Amortization expense for the three months ended September 30, 2022 and 2021 was $ 5,230 5,039 15,560 14,941 209 42 Goodwill Schedule of Goodwill September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Carrying value at beginning of year $ 19,619 $ 16,140 Goodwill acquired in acquisition of The Spun - 3,479 Goodwill acquired in acquisition of Athlon 2,935 - Carrying value at end of period $ 22,554 $ 19,619 The Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 4. Leases The Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2021 (as further described below). The Company’s current lease is a long-term operating lease with a remaining fixed payment term of 2.01 The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Operating lease costs during the period (1) $ 727 $ 2,718 Cash payments included in the measurement of operating lease liabilities during the period $ 351 $ 2,787 Weighted-average remaining lease term (in years) as of period-end 2.01 2.75 Weighted-average discount rate during the period 9.90 % 9.90 % (1) Operating lease costs is presented net of sublease income that is not material. The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, including maintenance and utilities. The components of operating lease costs were as follows: Schedule of Operating Lease Costs 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease costs: Cost of revenue $ - $ 630 $ - $ 1,261 Selling and marketing - 181 - 362 General and administrative 328 148 891 297 Total operating lease costs (1) 328 959 891 1,920 Sublease income (55 ) - (164 ) - Total $ 273 $ 959 $ 727 $ 1,920 (1) Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2022 of $ 170 510 95 191 Maturities of the operating lease liability as of September 30, 2022 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2022 (remaining three months of the year) $ 120 2023 486 2024 373 Minimum lease payments 979 Less imputed interest (95 ) Present value of operating lease liability $ 884 Current portion of operating lease liability $ 413 Long-term portion of operating lease liability 471 Total operating lease liability $ 884 Sublease Agreement 537 Business Membership 57 |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Line Of Credit | |
Line of Credit | 5. Line of Credit On December 6, 2021, the Company entered into an amendment to its financing and security agreement for its line of credit with FPP Finance LLC (“FastPay”) that was originally entered into on February 27, 2020, pursuant to which (i) the maximum amount of advances available was increased to $ 25,000 15,000 85 6.0 8.5 18,474 11,988 |
Restricted Stock Liabilities
Restricted Stock Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Stock Liabilities | |
Restricted Stock Liabilities | 6. Restricted Stock Liabilities On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with a previous merger (the “HubPages merger”). Pursuant to the amendment, the Company committed to repurchase 48,389 88.00 The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock Liabilities September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Restricted stock liabilities (before imputed interest) $ 2,307 $ 3,801 Less imputed interest (155 ) (177 ) Present value of restricted stock liabilities 2,152 3,624 Less principal payments during the period (2,152 ) (1,472 ) Restricted stock liabilities at end of period (reflected in accrued expenses and other) $ - $ 2,152 The Company recorded the repurchase of 26,214 12,098 2,307 1,419 155 254 |
Liquidated Damages Payable
Liquidated Damages Payable | 9 Months Ended |
Sep. 30, 2022 | |
Liquidated Damages Payable | |
Liquidated Damages Payable | 7. Liquidated Damages Payable Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of September 30, 2022 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 618 626 533 1,777 Convertible debentures - 704 258 962 Series J convertible preferred stock 932 932 467 2,331 Series K convertible preferred stock 191 478 82 751 Total $ 1,756 $ 2,740 $ 1,340 $ 5,836 As of December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 1,164 1,172 792 3,128 Convertible debentures - 873 242 1,115 Series I convertible preferred stock 1,386 1,386 613 3,385 Series J convertible preferred stock 1,560 1,560 490 3,610 Series K convertible preferred stock 180 722 50 952 Total $ 4,305 $ 5,713 $ 2,187 $ 12,205 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). During the three and nine months ended September 30, 2022, the Company recorded liquidated damages of $ 339 639 143 300 197 Liquidated Damages As of September 30, 2022, the short-term and long-term liquidated damages payable were $ 5,836 0 1.0 As of December 31, 2021, the short-term and long-term liquidated damages payable were $ 5,197 7,008 On January 24, 2022, the Company entered into several stock purchase agreements with several investors, where the Company was liable to for liquidated damages, pursuant to which the Company issued an aggregate of 505,671 13.86 7,008 505,671 6,685 323 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition. The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below: Level 1 Level 2 Level 3 The Company accounted for certain warrants (as described under the heading Common Stock Warrants in Note 10) as derivative liabilities, which required the Company to carry such amounts on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. As of December 31, 2021, the Strome Warrants and B. Riley Warrants (as described in Note 11) were classified within equity. For the three months ended September 30, 2021, the change in valuation of warrant derivative liabilities of $ 802 497 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 9. Long-term Debt Senior Secured Note As of September 30, 2022 and December 31, 2021, the Company’s outstanding obligation under its senior secured note with BRF Finance Co., LLC, an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, is summarized as follows: ● On March 24, 2020, the Company entered into a second amended and restated note when the principal balance outstanding under its note issued on September 19, 2019 was $ 51,336 12,000 ● On October 23, 2020, the Company entered into a first amendment to second amended and restated note issued on March 24, 2020 (“Amendment 1”), where the maturity date was changed to December 31, 2022 (as further amended) from September 14, 2022, subject to certain acceleration conditions and interest payable on the note on September 30, 2020, December 31, 2020, March 31, 2021, September 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of previously designated Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock was converted into shares of the Company’s common stock, such interest amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments; ● On May 19, 2021, the Company entered into a second amendment to the second amended and restated note issued March 24, 2020 (“Amendment 2”), pursuant to which: (i) the interest rate on the Senior Secured Note, as defined below, decreased from a rate of 12.0 10.0 ● On December 6, 2021, the Company entered into a third amendment to the second amended and restated note issued March 24, 2020 (“Amendment 3”), where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $ 25,000 ● On January 23, 2022, the Company entered into a fourth amendment to the second amended and restated note issued March 24, 2020 (“Amendment 4”), where the maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon the consummation of the equity financing on February 15, 2022 (further details are provided below), or (ii) the date accelerated pursuant to certain terms of Amendment 4. Collectively, the second amended and restated note and Amendment 1, Amendment 2, Amendment 3 and Amendment 4 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially all assets of the Company. After the date of Amendment 4, interest on the note will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the note. Interest on the Senior Secured Note will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.0 Delayed Draw Term Note As of September 30, 2022 and December 31, 2021, the Company’s outstanding obligation under its delayed draw term note with B. Riley is summarized as follows: ● On March 24, 2020, the Company entered into a delayed draw term note (the “Delayed Draw Term Note”) with an interest rate of 15.0 12,000 8,000 ● On March 24, 2020, the Company drew down $ 6,914 ● On October 23, 2020, pursuant to the terms of Amendment 1, the maturity date of the Delayed Draw Term Note was changed to March 31, 2022 (as further amended) from March 31, 2021. Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion of the Delayed Draw Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s common stock at the price the Company last sold shares of the Company’s common stock; ● On October 23, 2020, $ 3,367 ● On May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased to a rate of 10.0 15.0 ● On December 28, 2021, the Company drew down $ 5,086 509 4,578 ● On February 15, 2022, pursuant to Amendment 4, the maturity date on the Delayed Draw Term Note was extended to (i) December 31, 2022 from March 31, 2022 for $ 5,925 4,000 Amendment 4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal quarter on the principal amount outstanding under the note at an aggregate rate of 10.0 The following table summarizes the long-term debt: Schedule of Long Term Debt As of September 30, 2022 As of December 31, 2021 Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Senior Secured Note, as amended, matures December 31, 2023 $ 62,691 $ (1,132 ) $ 61,559 $ 62,691 $ (1,935 ) $ 60,756 Delayed Draw Term Note, as amended, matures December 31, 2023 9,928 (155 ) 9,773 9,928 (567 ) 9,361 Total $ 72,619 $ (1,287 ) $ 71,332 $ 72,619 $ (2,502 ) $ 70,117 Carrying value Current portion $ 5,899 $ 5,744 Long-term portion 65,433 64,373 Total $ 71,332 $ 70,117 As of September 30, 2022 and December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $ 9,773 9,361 5,899 5,744 26 180 3,874 3,617 129 387 11.4 11.7 12.5 The following table summarizes principal maturities of long-term debt: Schedule of Principal Maturities of Long-term Debt Years Ending December 31, 2022 $ 5,924 2023 66,695 Total $ 72,619 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Preferred Stock | 10. Preferred Stock The Company has the authority to issue 1,000,000 0.01 ● 1,800 168 ● 23,000 14,556 Series H Preferred Stock The Company recorded the issuance of 70,380 510 6,888 50 Series L Preferred Stock On May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock. Each preferred stock purchase right entitles the registered holder to purchase, subject to a rights agreement (the “Rights Agreement”), from the Company one one-thousandth of a share of the Company’s then-newly created Series L Junior Participating Preferred Stock, par value $ 0.01 4.00 (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock was entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock was entitled to receive 1,000 times the amount received per one share of the Company’s common stock. The Rights Agreement was set to expire on May 3, 2022; however, on May 2, 2022, the Board elected to extend the expiration date by an amended and restated rights agreement (the “Extended Rights Agreement”), which was ratified by the Company’s stockholders on June 2, 2022. The Company eliminated the Series L Preferred Stock. Even though the stockholders ratified the Extended Rights Agreement, the Board determined that the Rights Agreement was no longer necessary or in the best interest of the Company and its stockholders. The Board thus determined to terminate the Rights Agreement by amending its expiration date from May 3, 2024 to July 15, 2022 pursuant to an amendment to the Extended Rights Agreement. The amendment effectively terminated all preferred share purchase rights under the Rights Agreement such that they are no longer issued or outstanding. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 11. Stockholders’ Equity Common Stock The Company has the authority to issue 1,000,000,000 0.01 On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $ 34,498 4,181,603 3,636,364 545,239 8.25 32,058 1,568 30,490 On April 27, 2022, the Company issued 7,851 On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited investors, pursuant to which the Company sold an aggregate of 974,351 15.40 15,005 324,676 15.40 5,000 167 100 19,838 Common Stock Warrants The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB Warrants”), L2 Capital, LLC (the “L2 Warrants”), Strome Mezzanine Fund LP (the “Strome Warrants”), and B. Riley Financial, Inc. (the “B. Riley Warrants”) in connection with various financing transactions (collectively, the “Financing Warrants”). The Financing Warrants outstanding and exercisable as of September 30, 2022 are summarized as follows: Schedule of Common Stock Financing Warrants Outstanding and Exercisable Exercise Price Expiration Date Total Outstanding and Exercisable Shares Strome Warrants $ 11.00 June 15, 2023 68,182 B. Riley Warrants 7.26 October 18, 2025 39,773 MDB Warrants 25.30 October 19, 2022 5,435 MDB Warrants 55.00 October 19, 2022 2,728 Total 116,118 The intrinsic value of exercisable but unexercised in-the-money stock warrants as of September 30, 2022 was $ 232 13.10 |
Compensation Plans
Compensation Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Compensation Plans | 12. Compensation Plans The Company provides stock-based compensation in the form of (a) restricted stock awards to certain employees (referred to as the “Restricted Stock Awards”), (b) stock option grants to employees, directors and consultants under the 2016 Stock Incentive Plan (the “2016 Plan”), (c) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the 2019 Equity Incentive Plan (the “2019 Plan”), (d) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the Equity Incentive Plan (the “2022 Plan”) (collectively, the 2016 Plan, 2019 Plan and 2022 Plan are referred to as the “Equity Plans”), (e) stock option awards outside of the 2016 Plan, 2019 Plan and 2022 Plan to certain officers, directors and employees (referred to as the “Outside Options”), (f) common stock warrants to the Company’s publisher partners (referred to as the “Publisher Partner Warrants”), and (g) common stock warrants to ABG (referred to as the “ABG Warrants”). Effective with the adoption of the 2022 Plan, the Company ceased issuing new awards under the 2016 Plan and 2019 Plan. Stock-based compensation and equity-based expense charged to operations or capitalized during the three and nine months ended September 30, 2022 and 2021 are summarized as follows: Summary of Stock-based Compensation Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals During the Three Months Ended September 30, 2022 Cost of revenue $ 402 $ 2,370 $ - $ - $ 2,772 Selling and marketing - 810 - - 810 General and administrative 7 4,472 - 250 4,729 Total costs charged to operations 409 7,652 - 250 8,311 Capitalized platform development - 404 - - 404 Total stock-based compensation $ 409 $ 8,056 $ - $ 250 $ 8,715 During the Three Months Ended September 30, 2021 Cost of revenue $ 12 $ 1,719 $ 1 $ - $ 1,732 Selling and marketing - 1,346 75 - 1,421 General and administrative 414 4,162 - 746 5,322 Total costs charged to operations 426 7,227 76 746 8,475 Capitalized platform development 2 482 3 - 487 Total stock-based compensation $ 428 $ 7,709 $ 79 $ 746 $ 8,962 Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals During the Nine Months Ended September 30, 2022 Cost of revenue $ 1,236 $ 6,366 $ - $ - $ 7,602 Selling and marketing - 2,149 - - 2,149 General and administrative 7 13,669 105 1,245 15,026 Total costs charged to operations 1,243 22,184 105 1,245 24,777 Capitalized platform development - 1,529 - - 1,529 Total stock-based compensation $ 1,243 $ 23,713 $ 105 $ 1,245 $ 26,306 During the Nine Months Ended September 30, 2021 Cost of revenue $ 61 $ 4,865 $ 4 $ - $ 4,930 Selling and marketing - 3,835 224 - 4,059 General and administrative 560 10,642 - 1,498 12,700 Total costs charged to operations 621 19,342 228 1,498 21,689 Capitalized platform development 11 1,330 6 - 1,347 Total stock-based compensation $ 632 $ 20,672 $ 234 $ 1,498 $ 23,036 Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2022 was as follows: Schedule of Unrecognized Compensation Expense Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals Unrecognized compensation cost $ 1,112 $ 36,606 $ - $ 1,257 $ 38,975 Expected weighted-average period expected to be recognized (in years) 0.68 2.22 - 1.25 2.14 Further details as of the date these condensed consolidated financial statements were issued are provided under the heading Compensation Plans Stock Option Repricing On March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted under the Company’s 2016 Plan and the 2019 Plan that had an exercise price above $ 8.82 8.82 The Stock Option Repricing of approximately 4,343,017 6,061 143 5,918 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 13. Revenue Recognition Disaggregation of Revenue The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue by category: Digital revenue Digital advertising $ 28,513 $ 18,325 $ 74,852 $ 39,397 Digital subscriptions 4,629 7,699 16,580 22,474 Other revenue 4,848 4,221 13,193 5,834 Total digital revenue 37,990 30,245 104,625 67,705 Print revenue Print advertising 12,541 3,356 27,697 6,904 Print subscriptions 16,175 25,974 47,702 53,327 Total print revenue 28,716 29,330 75,399 60,231 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue by geographical market: United States $ 64,187 $ 57,764 $ 174,680 $ 123,652 Other 2,519 1,811 5,344 4,284 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue by timing of recognition: At point in time $ 62,077 $ 51,876 $ 163,444 $ 105,462 Over time 4,629 7,699 16,580 22,474 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue $ 66,706 $ 59,575 $ 180,024 $ 127,936 Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 18,020 $ 14,693 Print revenue 33,663 39,337 Total unearned revenue (short-term contract liabilities) $ 51,683 $ 54,030 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 871 $ 1,446 Print revenue 10,620 13,831 Total unearned revenue (long-term contract liabilities) $ 11,491 $ 15,277 Unearned Revenue |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. The effective tax rate benefit for the nine months ended September 30, 2022 and 2021 was 2.2 0.3 The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against most of the deferred tax assets as of September 30, 2022 and 2021. |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | 15. Related Party For the nine months ended September 30, 2022 and 2021, the Company had several transactions with B. Riley, a principal stockholder, where the Company paid fees associated with the common stock public offering totaling approximately $ 2,440 0 For the three months ended September 30, 2022 and 2021, the Company paid in cash or accrued interest that was added to the principal on the Senior Secured Note and Delayed Draw Term Note due to B. Riley, a principal stockholder, of $ 1,856 1,641 5,507 5,253 Consulting and Service Contracts For the three months ended September 30, 2022 and 2021, the Company paid James C. Heckman, its former Chief Executive Officer, consulting fees of $ 43 52 307 155 52 82 Repurchases of Restricted Stock On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with the HubPages merger (as further described in Note 6), pursuant to which the Company agreed to repurchase shares of the Company’s common stock from certain key personnel of HubPages, including from Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 16,802 88.00 67 9,927 874 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Contingent Liability In connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an investor presentation, which the Company publicly filed. Specifically, the furnishing of the investor presentation publicly may have constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act. Any liability would depend upon the number of shares purchased by investors who reviewed and relied upon the investor presentation. If a claim were brought by any such investor and a court were to conclude that the public disclosure of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold to the investors at the original purchase price, plus statutory interest. The Company could also incur considerable expense in contesting any such claims. As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or threatened by any investors. The likelihood and magnitude of this contingent liability, if any, is not determinable at this time. Claims and Litigation From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements. Liquidated Damages From October 1, 2022 through the date these condensed consolidated financial statements were issued, the Company accrued additional liquidated damages of $ 100 473 Athlon Acquisition On September 16, 2022, management announced its plan to dispose of certain operations of Athlon, referred to as the Parade print business, after the last edition is distributed in November 2022, as well as the Relish and Spry Living print products after October 2022 (collectively, “Parade Print”). The Company expects to incur certain charges and settlement a potential liability (as further described below) in connection with these activities in the quarter ending December 31, 2022. The Company estimates severance and related commissions for the employees, where the Company identified a number of Parade employees who are primarily focused on the print business and who will be departing in a one-time restructuring event of $ 1,000 and a potential liability to settle an existing purchase commitment for paper used in the production of Parade Print. The potential liability amount will be recorded at the time of the disposal. As a result of the planned disposal, certain pro forma adjustments reflected in the supplemental pro forma information are subject to change. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any material off-balance sheet arrangements. The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC as of April 1, 2022. The condensed consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The novel coronavirus (“COVID-19”) pandemic impacted the Company less during the third quarter of 2022 than it did in 2021. During the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, however, there has been a steady recovery in the advertising market in both pricing and volume. This, coupled with the return of professional and college sports, has yielded steady growth in revenues in 2020 as compared to 2021. Given that certain of our sports businesses rely on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations could be negatively impacted by a widespread cancellation of sporting events or a general limitation of societal activity akin to what occurred in the Unites States and elsewhere during 2020 and, to a lesser extent, during 2021. The Company operates in one reportable segment. |
Reverse Stock Split | Reverse Stock Split The Company effected a 1-for-22 reverse stock split |
Use of Estimates | Use of Estimates Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Loss per Common Share | Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share 2022 2021 As of September 30, 2022 2021 Series G convertible preferred stock 8,582 8,582 Series H Preferred Stock 2,008,728 2,692,906 Restricted Stock Awards 97,402 188,543 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop warrants 5,682 5,682 Publisher Partner Warrants 5,629 35,889 Equity Plans 7,583,100 7,646,788 Outside Options 134,098 138,644 Total 10,958,879 11,847,577 |
Reclassifications | Reclassifications Certain prior quarter amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in the aggregate. These changes did not impact previously reported loss from operations or net loss. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Common Share | The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share 2022 2021 As of September 30, 2022 2021 Series G convertible preferred stock 8,582 8,582 Series H Preferred Stock 2,008,728 2,692,906 Restricted Stock Awards 97,402 188,543 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop warrants 5,682 5,682 Publisher Partner Warrants 5,629 35,889 Equity Plans 7,583,100 7,646,788 Outside Options 134,098 138,644 Total 10,958,879 11,847,577 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Price Allocation for Acquisition | The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Summary of Price Allocation for Acquisition Cash $ 2,604 Accounts receivable 10,855 Other current assets 1,337 Equity investment 2,450 Fixed assets 108 Digital content 355 Advertiser relationships 6,132 Trade names 2,277 Goodwill 2,935 Accounts payable (7,416 ) Accrued expenses and other (2,440 ) Unearned revenue (1,203 ) Other long-term liabilities (543 ) Deferred tax liabilities (1,276 ) Net assets acquired $ 16,175 |
Schedule Of Supplemental Cash Flow Information | The following table summarizes the results of operations of the Athlon acquisition from the acquisition date included in the condensed consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been January 1, 2021: Schedule Of Supplemental Cash Flow Information 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Athlon from acquisition date of April 1, 2022 (unaudited): Revenue $ 15,370 $ - $ 32,887 $ - Net income 81 - 2,521 - Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited): Revenue: Athlon $ 15,370 $ 15,966 $ 48,797 $ 51,458 Arena 51,336 59,575 147,137 127,936 Total supplemental pro forma revenue $ 66,706 $ 75,541 $ 195,934 $ 179,394 Net income (loss): Athlon $ 81 $ 1,030 $ 1,945 $ 3,644 Arena (16,586 ) (24,707 ) (58,682 ) (70,827 ) Adjustments 533 (306 ) (1,310 ) 158 Total supplemental pro forma net loss $ (15,972 ) $ (23,983 ) $ (59,047 ) $ (67,025 ) |
Athlon Holdings, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the preliminary purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 12,085 Common stock 3,141 Deferred cash payments, as discounted 949 Total purchase consideration $ 16,175 |
College Spun Media Incorporated [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash $ 10,830 Deferred cash payments, as discounted 905 Total purchase consideration $ 11,735 |
Summary of Price Allocation for Acquisition | The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Summary of Price Allocation for Acquisition Cash $ 3,214 Accounts receivable 1,772 Other current assets 5 Brand name 5,175 Goodwill 3,479 Accrued expenses and other (85) Deferred tax liabilities (1,825) Net assets acquired $ 11,735 |
Petametrics Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Schedule of Preliminary Purchase Price Cash (including $ 35,000 $ 335 Restricted stock 168 Deferred cash payments 419 Deferred restricted stock 335 Total purchase consideration $ 1,257 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and Equipment Schedule of Property and Equipment September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Office equipment and computers $ 1,670 $ 1,345 Furniture and fixtures 228 1 Property and equipment, gross 1,898 1,346 Less accumulated depreciation and amortization (1,105 ) (710 ) Net property and equipment $ 793 $ 636 |
Summary of Platform Development Costs | Platform Development Summary of Platform Development Costs September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Platform development $ 19,948 $ 21,997 Less accumulated amortization (9,609 ) (12,698 ) Net platform development $ 10,339 $ 9,299 |
Summary of Platform Development Cost Activity | A summary of platform development activity for the nine months ended September 30, 2022 is as follows: Summary of Platform Development Cost Activity Platform development beginning of year $ 21,997 Payroll-based costs capitalized during the period 3,990 Less dispositions (7,357 ) Total capitalized costs 18,630 Stock-based compensation 1,529 Impairments (211 ) Platform development end of period $ 19,948 |
Schedule of Intangible Assets Subjects to Amortization | Intangible Assets Schedule of Intangible Assets Subjects to Amortization As of September 30, 2022 As of December 31, 2021 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,333 $ (14,069 ) $ 3,264 $ 17,579 $ (11,465 ) $ 6,114 Trade names 5,396 (1,069 ) 4,327 3,328 (782 ) 2,546 Brand names 6,025 (685 ) 5,340 5,175 (298 ) 4,877 Subscriber relationships 73,459 (43,510 ) 29,949 73,459 (32,623 ) 40,836 Advertiser relationships 8,372 (1,113 ) 7,259 2,240 (570 ) 1,670 Digital content 355 (89 ) 266 - - - Database 2,397 (1,647 ) 750 2,397 (1,104 ) 1,293 Subtotal amortizable intangible assets 113,337 (62,182 ) 51,155 104,178 (46,842 ) 57,336 Website domain name - - - 20 - 20 Total intangible assets $ 113,337 $ (62,182 ) $ 51,155 $ 104,198 $ (46,842 ) $ 57,356 |
Schedule of Goodwill | Goodwill Schedule of Goodwill September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Carrying value at beginning of year $ 19,619 $ 16,140 Goodwill acquired in acquisition of The Spun - 3,479 Goodwill acquired in acquisition of Athlon 2,935 - Carrying value at end of period $ 22,554 $ 19,619 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of Supplemental Information Related to Operating Leases | The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Operating lease costs during the period (1) $ 727 $ 2,718 Cash payments included in the measurement of operating lease liabilities during the period $ 351 $ 2,787 Weighted-average remaining lease term (in years) as of period-end 2.01 2.75 Weighted-average discount rate during the period 9.90 % 9.90 % (1) Operating lease costs is presented net of sublease income that is not material. |
Schedule of Operating Lease Costs | The components of operating lease costs were as follows: Schedule of Operating Lease Costs 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease costs: Cost of revenue $ - $ 630 $ - $ 1,261 Selling and marketing - 181 - 362 General and administrative 328 148 891 297 Total operating lease costs (1) 328 959 891 1,920 Sublease income (55 ) - (164 ) - Total $ 273 $ 959 $ 727 $ 1,920 (1) Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2022 of $ 170 510 95 191 |
Summary of Maturity of Lease Liabilities | Maturities of the operating lease liability as of September 30, 2022 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2022 (remaining three months of the year) $ 120 2023 486 2024 373 Minimum lease payments 979 Less imputed interest (95 ) Present value of operating lease liability $ 884 Current portion of operating lease liability $ 413 Long-term portion of operating lease liability 471 Total operating lease liability $ 884 |
Restricted Stock Liabilities (T
Restricted Stock Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Stock Liabilities | |
Schedule of Components of Restricted Stock Liabilities | The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock Liabilities September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Restricted stock liabilities (before imputed interest) $ 2,307 $ 3,801 Less imputed interest (155 ) (177 ) Present value of restricted stock liabilities 2,152 3,624 Less principal payments during the period (2,152 ) (1,472 ) Restricted stock liabilities at end of period (reflected in accrued expenses and other) $ - $ 2,152 |
Liquidated Damages Payable (Tab
Liquidated Damages Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Liquidated Damages Payable | |
Summary of Liquidated Damages | Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of September 30, 2022 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 618 626 533 1,777 Convertible debentures - 704 258 962 Series J convertible preferred stock 932 932 467 2,331 Series K convertible preferred stock 191 478 82 751 Total $ 1,756 $ 2,740 $ 1,340 $ 5,836 As of December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 1,164 1,172 792 3,128 Convertible debentures - 873 242 1,115 Series I convertible preferred stock 1,386 1,386 613 3,385 Series J convertible preferred stock 1,560 1,560 490 3,610 Series K convertible preferred stock 180 722 50 952 Total $ 4,305 $ 5,713 $ 2,187 $ 12,205 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table summarizes the long-term debt: Schedule of Long Term Debt As of September 30, 2022 As of December 31, 2021 Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Senior Secured Note, as amended, matures December 31, 2023 $ 62,691 $ (1,132 ) $ 61,559 $ 62,691 $ (1,935 ) $ 60,756 Delayed Draw Term Note, as amended, matures December 31, 2023 9,928 (155 ) 9,773 9,928 (567 ) 9,361 Total $ 72,619 $ (1,287 ) $ 71,332 $ 72,619 $ (2,502 ) $ 70,117 Carrying value Current portion $ 5,899 $ 5,744 Long-term portion 65,433 64,373 Total $ 71,332 $ 70,117 |
Schedule of Principal Maturities of Long-term Debt | The following table summarizes principal maturities of long-term debt: Schedule of Principal Maturities of Long-term Debt Years Ending December 31, 2022 $ 5,924 2023 66,695 Total $ 72,619 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Financing Warrants Outstanding and Exercisable | The Financing Warrants outstanding and exercisable as of September 30, 2022 are summarized as follows: Schedule of Common Stock Financing Warrants Outstanding and Exercisable Exercise Price Expiration Date Total Outstanding and Exercisable Shares Strome Warrants $ 11.00 June 15, 2023 68,182 B. Riley Warrants 7.26 October 18, 2025 39,773 MDB Warrants 25.30 October 19, 2022 5,435 MDB Warrants 55.00 October 19, 2022 2,728 Total 116,118 |
Compensation Plans (Tables)
Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation | Stock-based compensation and equity-based expense charged to operations or capitalized during the three and nine months ended September 30, 2022 and 2021 are summarized as follows: Summary of Stock-based Compensation Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals During the Three Months Ended September 30, 2022 Cost of revenue $ 402 $ 2,370 $ - $ - $ 2,772 Selling and marketing - 810 - - 810 General and administrative 7 4,472 - 250 4,729 Total costs charged to operations 409 7,652 - 250 8,311 Capitalized platform development - 404 - - 404 Total stock-based compensation $ 409 $ 8,056 $ - $ 250 $ 8,715 During the Three Months Ended September 30, 2021 Cost of revenue $ 12 $ 1,719 $ 1 $ - $ 1,732 Selling and marketing - 1,346 75 - 1,421 General and administrative 414 4,162 - 746 5,322 Total costs charged to operations 426 7,227 76 746 8,475 Capitalized platform development 2 482 3 - 487 Total stock-based compensation $ 428 $ 7,709 $ 79 $ 746 $ 8,962 Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals During the Nine Months Ended September 30, 2022 Cost of revenue $ 1,236 $ 6,366 $ - $ - $ 7,602 Selling and marketing - 2,149 - - 2,149 General and administrative 7 13,669 105 1,245 15,026 Total costs charged to operations 1,243 22,184 105 1,245 24,777 Capitalized platform development - 1,529 - - 1,529 Total stock-based compensation $ 1,243 $ 23,713 $ 105 $ 1,245 $ 26,306 During the Nine Months Ended September 30, 2021 Cost of revenue $ 61 $ 4,865 $ 4 $ - $ 4,930 Selling and marketing - 3,835 224 - 4,059 General and administrative 560 10,642 - 1,498 12,700 Total costs charged to operations 621 19,342 228 1,498 21,689 Capitalized platform development 11 1,330 6 - 1,347 Total stock-based compensation $ 632 $ 20,672 $ 234 $ 1,498 $ 23,036 |
Schedule of Unrecognized Compensation Expense | Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2022 was as follows: Schedule of Unrecognized Compensation Expense Restricted Stock Equity Outside ABG Awards Plans Options Warrants Totals Unrecognized compensation cost $ 1,112 $ 36,606 $ - $ 1,257 $ 38,975 Expected weighted-average period expected to be recognized (in years) 0.68 2.22 - 1.25 2.14 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue by category: Digital revenue Digital advertising $ 28,513 $ 18,325 $ 74,852 $ 39,397 Digital subscriptions 4,629 7,699 16,580 22,474 Other revenue 4,848 4,221 13,193 5,834 Total digital revenue 37,990 30,245 104,625 67,705 Print revenue Print advertising 12,541 3,356 27,697 6,904 Print subscriptions 16,175 25,974 47,702 53,327 Total print revenue 28,716 29,330 75,399 60,231 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue by geographical market: United States $ 64,187 $ 57,764 $ 174,680 $ 123,652 Other 2,519 1,811 5,344 4,284 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue by timing of recognition: At point in time $ 62,077 $ 51,876 $ 163,444 $ 105,462 Over time 4,629 7,699 16,580 22,474 Total $ 66,706 $ 59,575 $ 180,024 $ 127,936 Revenue $ 66,706 $ 59,575 $ 180,024 $ 127,936 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 18,020 $ 14,693 Print revenue 33,663 39,337 Total unearned revenue (short-term contract liabilities) $ 51,683 $ 54,030 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 871 $ 1,446 Print revenue 10,620 13,831 Total unearned revenue (long-term contract liabilities) $ 11,491 $ 15,277 |
Schedule of Net Income (Loss) P
Schedule of Net Income (Loss) Per Common Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,958,879 | 11,847,577 |
Series G Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,582 | 8,582 |
Series H Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,008,728 | 2,692,906 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 97,402 | 188,543 |
Financing Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 116,118 | 131,003 |
ABG Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 999,540 | 999,540 |
All Hip Hop Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,682 | 5,682 |
Publisher Partner Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,629 | 35,889 |
Equity Plans [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,583,100 | 7,646,788 |
Outside Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 134,098 | 138,644 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Feb. 09, 2022 |
Accounting Policies [Abstract] | |
Stockholders equity reverse stock split | The Company effected a 1-for-22 reverse stock split |
Schedule of Preliminary Purchas
Schedule of Preliminary Purchase Price (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Apr. 02, 2022 | Jul. 15, 2021 | Jun. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Cash | $ 10,331 | $ 7,357 | |||
Athlon Holdings, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 12,085 | ||||
Common stock | 3,141 | ||||
Deferred cash payments, as discounted | 949 | ||||
Total purchase consideration | 16,175 | ||||
Total purchase consideration | $ 16,175 | ||||
College Spun Media Incorporated [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 10,830 | ||||
Total purchase consideration | 11,735 | ||||
Deferred cash payments | $ 905 | ||||
Fulltime Fantasy Sports LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred cash payments | $ 419 | ||||
Cash | 335 | ||||
Restricted stock | 168 | ||||
Deferred restricted stock | 335 | ||||
Total purchase consideration | $ 1,257 |
Summary of Price Allocation for
Summary of Price Allocation for Acquisition (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Jun. 04, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Cash | $ 1,840 | ||||
Goodwill | $ 22,554 | $ 19,619 | $ 16,140 | ||
Net assets acquired | 16,175 | ||||
Athlon Holdings, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 2,604 | ||||
Accounts receivable | 10,855 | ||||
Other current assets | 1,337 | ||||
Equity investment | 2,450 | ||||
Fixed assets | 108 | ||||
Digital content | 355 | ||||
Advertiser relationships | 6,132 | ||||
Trade names | 2,277 | ||||
Goodwill | 2,935 | ||||
Accounts payable | (7,416) | ||||
Accrued expenses and other | (2,440) | ||||
Unearned revenue | (1,203) | ||||
Other long-term liabilities | (543) | ||||
Deferred tax liabilities | $ (1,276) | ||||
College Spun Media Incorporated [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 3,214 | ||||
Accounts receivable | 1,772 | ||||
Other current assets | 5 | ||||
Goodwill | 3,479 | ||||
Accrued expenses and other | (85) | ||||
Deferred tax liabilities | (1,825) | ||||
Net assets acquired | 11,735 | ||||
Brand name | $ 5,175 |
Schedule Of Supplemental Cash F
Schedule Of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total supplemental pro forma revenue | $ 15,370 | $ 32,887 | ||
Total supplemental pro forma net loss | 81 | 2,521 | ||
Athlon [Member] | ||||
Total supplemental pro forma revenue | 15,370 | 15,966 | 48,797 | 51,458 |
Total supplemental pro forma net loss | 81 | 1,030 | 1,945 | 3,644 |
Arena [Member] | ||||
Total supplemental pro forma revenue | 51,336 | 59,575 | 147,137 | 127,936 |
Total supplemental pro forma net loss | (16,586) | (24,707) | (58,682) | (70,827) |
Pro Forma [Member] | ||||
Total supplemental pro forma revenue | 66,706 | 75,541 | 195,934 | 179,394 |
Total supplemental pro forma net loss | (15,972) | (23,983) | (59,047) | (67,025) |
Adjustment [Member] | ||||
Total supplemental pro forma net loss | $ 533 | $ (306) | $ (1,310) | $ 158 |
Schedule of Preliminary Purch_2
Schedule of Preliminary Purchase Price (Details) (Parenthatical) | Jul. 15, 2021 USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, transaction costs | $ 35,000 |
Fulltime Fantasy Sports LLC [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, transaction costs | $ 35,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2022 | Apr. 02, 2022 | Jul. 15, 2021 | Jun. 04, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||||
Business combination acquired cash | $ 1,840,000 | |||||||||
Payments for acquire | $ 10,331,000 | $ 7,357,000 | ||||||||
Stock issued during period value new issues | 19,838,000 | |||||||||
Depreciation and amortization | $ 150,000 | $ 114,000 | 395,000 | 334,000 | ||||||
Deferred income tax expense benefit | 533,000 | 0 | 1,276,000 | 1,276,000 | ||||||
Nonrecurring cost | 200,000 | 200,000 | ||||||||
Cash payment | $ 850,000 | |||||||||
Purchase Obligation | $ 850,000 | |||||||||
Useful life | 10 years | |||||||||
Restricted stock award gross | 34,092 | |||||||||
Transaction costs related to acquisition | $ 35,000 | |||||||||
Pro Forma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Depreciation and amortization | $ 0 | $ 306,000 | $ 234,000 | 918,000 | ||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period value new issues | $ 13,000 | |||||||||
Restricted stock award gross | 541,719 | 22,728 | 718,530 | 22,728 | ||||||
Athlon Holdings, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired percentage | 100% | |||||||||
Business combination, consideration transferred | $ 16,175,000 | |||||||||
Business combination acquired cash | 2,604,000 | |||||||||
Cash acquired from acquisition | 13,162,000 | |||||||||
Payments to be acquire | $ 1,322,000 | |||||||||
Issuance of common stock | 314,103 | |||||||||
Acquisition description | The amount estimated to be paid post-closing of $1,322 will be or was paid as follows: (i) $1,077 will be paid on the nine-month anniversary of the closing date, or January 1, 2023 (consisting of $3,000 for the deferred cash payments, as discounted, less a $1,923 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds of $2,450 from the sale of the equity investment in Just Like Falling Off a Bike, LLC that was held by Athlon as of the closing date (paid on April 7, 2022) | After the condensed consolidated financial statements for the quarterly period ended June 30, 2022 were issued, the Company received an updated valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated that the purchase consideration decreased by $940. The decrease in the purchase price was related to a decrease in the working capital adjustment of $180, an increase in fixed assets of $46, a decrease in identifiable assets of $477 (digital content increased $355, advertiser relationships decreased $498, and trade names decreased $334), a decrease in deferred tax liabilities of $533, and a decrease in goodwill of $862 | ||||||||
Restructuring and related cost, incurred cost | $ 200,000 | |||||||||
Athlon Holdings, Inc. [Member] | Digital Content [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Useful life | 2 years | |||||||||
Athlon Holdings, Inc. [Member] | Advertiser Relationship [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Useful life | 8 years 9 months | |||||||||
Athlon Holdings, Inc. [Member] | Trade Name [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Useful life | 14 years 6 months | |||||||||
Athlon Holdings, Inc. [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period value new issues | $ 3,000,000 | |||||||||
Athlon Holdings, Inc. [Member] | 2022 Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, consideration transferred | 16,175,000 | |||||||||
Payments for acquire | 11,840,000 | |||||||||
Fair value of acquisition | $ 3,141,000 | |||||||||
College Spun Media Incorporated [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination acquired cash | $ 3,214,000 | |||||||||
Cash acquired from acquisition | 11,830,000 | |||||||||
Restructuring and related cost, incurred cost | $ 128,000 | $ 533,000 | $ 306,000 | $ 1,310,000 | $ 158,000 | |||||
Useful life | 10 years | |||||||||
Restricted stock award gross | 194,806 | |||||||||
Business combination step acquisition equity interest in acquiree fair value1 | $ 5,175,000 | |||||||||
Working capital | 1,932,000 | |||||||||
Good will period increase decrease | $ 3,977,000 | |||||||||
College Spun Media Incorporated [Member] | Closing [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire productive assets | $ 10,830,000 | |||||||||
College Spun Media Incorporated [Member] | First Anniversary Date [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period value purchase of assets | 500,000 | |||||||||
College Spun Media Incorporated [Member] | Second Anniversary Date [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued during period value purchase of assets | 500,000 | |||||||||
College Spun Media Incorporated [Member] | Working Capital Adjustment [Member] | Closing [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire productive assets | $ 830,000 | |||||||||
Fulltime Fantasy Sports LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, consideration transferred | 1,257,000 | |||||||||
Payments for acquire | 335,000 | |||||||||
Fair value of acquisition | $ 168,000 | |||||||||
Stock Issued During Period, Shares, Purchase of Assets | 11,364 | |||||||||
Transaction costs related to acquisition | $ 35,000 | |||||||||
Fulltime Fantasy Sports LLC [Member] | December Thirty One Two Thousand Twenty One [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 11,364 | |||||||||
Fulltime Fantasy Sports LLC [Member] | January 1, 2022 [Memberz] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Repayments of Other Debt | $ 225,000 | $ 225,000 | ||||||||
Fulltime Fantasy Sports LLC [Member] | June Thirty Two Thousand Twenty Two [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 11,364 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,898 | $ 1,346 |
Less accumulated depreciation and amortization | (1,105) | (710) |
Net property and equipment | 793 | 636 |
Office Equipment And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,670 | 1,345 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 228 | $ 1 |
Summary of Platform Development
Summary of Platform Development Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Platform development | $ 19,948 | $ 21,997 |
Less accumulated amortization | (9,609) | (12,698) |
Net platform development | $ 10,339 | $ 9,299 |
Summary of Platform Developme_2
Summary of Platform Development Cost Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Stock-based compensation | $ 24,777 | $ 21,689 |
Impairments | (427) | |
Platform Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Platform development beginning of year | 21,997 | |
Payroll-based costs capitalized during the period | 3,990 | |
Less dispositions | (7,357) | |
Total capitalized costs | 18,630 | |
Stock-based compensation | 1,529 | |
Impairments | (211) | $ (435) |
Platform development end of period | $ 19,948 |
Schedule of Intangible Assets S
Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 113,337 | $ 104,198 |
Intangible assets, accumulated amortization | (62,182) | (46,842) |
Intangible assets, net | 51,155 | 57,356 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 17,333 | 17,579 |
Intangible assets, accumulated amortization | (14,069) | (11,465) |
Intangible assets, net | 3,264 | 6,114 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 5,396 | 3,328 |
Intangible assets, accumulated amortization | (1,069) | (782) |
Intangible assets, net | 4,327 | 2,546 |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 6,025 | 5,175 |
Intangible assets, accumulated amortization | (685) | (298) |
Intangible assets, net | 5,340 | 4,877 |
Subscriber Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 73,459 | 73,459 |
Intangible assets, accumulated amortization | (43,510) | (32,623) |
Intangible assets, net | 29,949 | 40,836 |
Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 8,372 | 2,240 |
Intangible assets, accumulated amortization | (1,113) | (570) |
Intangible assets, net | 7,259 | 1,670 |
Digital Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 355 | |
Intangible assets, accumulated amortization | (89) | |
Intangible assets, net | 266 | |
Database Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,397 | 2,397 |
Intangible assets, accumulated amortization | (1,647) | (1,104) |
Intangible assets, net | 750 | 1,293 |
Subtotal Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 113,337 | 104,178 |
Intangible assets, accumulated amortization | (62,182) | (46,842) |
Intangible assets, net | 51,155 | 57,336 |
Website Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 20 | |
Intangible assets, accumulated amortization | ||
Intangible assets, net | $ 20 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Carrying value at beginning of year | $ 19,619 | $ 16,140 |
Carrying value at end of period | 22,554 | 19,619 |
Spun [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired in acquisition of Athlon | 3,479 | |
Athlon [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired in acquisition of Athlon | $ 2,935 |
Balance Sheet Components (Detai
Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | $ 2,278 | $ 2,278 | $ 1,578 | ||
Short term acquisition cost | 22,800 | 22,800 | 30,162 | ||
Long term acquisition cost | 7,497 | 7,497 | 8,235 | ||
Royalty Expense | 15,000 | ||||
Advance Royalties | 0 | $ 15,000 | 0 | $ 15,000 | $ 11,250 |
Depreciation and amortization expense | 150 | 114 | 395 | 334 | |
Asset impairment charges | 427 | ||||
Amortization expense of intangible asset | 5,230 | 5,039 | 15,560 | 14,941 | |
Impairment charges | 209 | 42 | |||
Platform Development [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Asset impairment charges | 211 | 435 | |||
Amortization expense | $ 1,511 | $ 1,144 | $ 4,268 | $ 3,273 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |||
Leases | |||||||
Operating lease costs during the period | $ 273 | $ 959 | $ 727 | [1] | $ 1,920 | $ 2,718 | [1] |
Cash payments included in the measurement of operating lease liabilities during the period | $ 351 | $ 2,787 | |||||
Weighted-average remaining lease term (in years) as of period-end | 2 years 3 days | 2 years 3 days | 2 years 9 months | ||||
Weighted-average discount rate during the period | 9.90% | 9.90% | 9.90% | ||||
[1]Operating lease costs is presented net of sublease income that is not material. |
Schedule of Operating Lease Cos
Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | [1] | |||
Operating lease costs: | ||||||||
Total | $ 273 | $ 959 | $ 727 | [1] | $ 1,920 | $ 2,718 | ||
Total operating lease costs (1) | [2] | 328 | 959 | 891 | 1,920 | |||
Sublease income | (55) | (164) | ||||||
Cost Of Revenue [Member] | ||||||||
Operating lease costs: | ||||||||
Total | 630 | 1,261 | ||||||
Selling and Marketing Expense [Member] | ||||||||
Operating lease costs: | ||||||||
Total | 181 | 362 | ||||||
General and Administrative Expense [Member] | ||||||||
Operating lease costs: | ||||||||
Total | $ 328 | $ 148 | $ 891 | $ 297 | ||||
[1]Operating lease costs is presented net of sublease income that is not material.[2]Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2022 of $ 170 510 95 191 |
Schedule of Operating Lease C_2
Schedule of Operating Lease Costs (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | [1] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease cost | $ 273 | $ 959 | $ 727 | [1] | $ 1,920 | $ 2,718 | |
Business Membership Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease cost | 170 | 510 | |||||
Month To Month Lease Arrangement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease cost | $ 95 | $ 191 | |||||
[1]Operating lease costs is presented net of sublease income that is not material. |
Summary of Maturity of Lease Li
Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 (remaining three months of the year) | $ 120 | |
2023 | 486 | |
2024 | 373 | |
Minimum lease payments | 979 | |
Less imputed interest | (95) | |
Total operating lease liability | 884 | |
Current portion of operating lease liability | 413 | $ 374 |
Long-term portion of operating lease liability | $ 471 | $ 785 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 01, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lease operating term | 2 years 3 days | |||||
Sublease income | $ 55 | $ 164 | ||||
Operating lease liability | $ 884 | 884 | ||||
Sublease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sublease income | $ 537 | |||||
Business Membership Agreement [Member] | York factory LLC [Member] | 110 Accounts [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating lease liability | $ 57 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | Dec. 06, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Eligible accounts receivable percentage | 85% | ||
Lines of credit current | $ 18,474 | $ 11,988 | |
Fast Pay Credit Facility [Member] | |||
Lines of credit current | $ 18,474 | $ 11,988 | |
Financing and Security Agreement [Member] | FPP Finance LLC [Member] | Maximum [Member] | |||
Line of credit | $ 25,000 | ||
Line of credit interest rate | 8.50% | ||
Financing and Security Agreement [Member] | FPP Finance LLC [Member] | Minimum [Member] | |||
Line of credit | $ 15,000 | ||
Line of credit interest rate | 6% |
Schedule of Components of Restr
Schedule of Components of Restricted Stock Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restricted Stock Liabilities | ||
Restricted stock liabilities (before imputed interest) | $ 2,307 | $ 3,801 |
Less imputed interest | (155) | (177) |
Present value of restricted stock liabilities | 2,152 | 3,624 |
Less principal payments during the period | (2,152) | (1,472) |
Restricted stock liabilities at end of period (reflected in accrued expenses and other) | $ 2,152 |
Restricted Stock Liabilities (D
Restricted Stock Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares vested | 48,389 | |||
Purchase price per share | $ 88 | |||
Restricted stock | $ 2,307 | $ 3,801 | ||
Less imputed interest | $ (155) | $ (177) | ||
Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock repurchased during period shares | 26,214 | 12,098 | ||
Restricted stock | $ 2,307 | $ 1,419 | ||
Less imputed interest | $ 155 | $ 254 |
Summary of Liquidated Damages (
Summary of Liquidated Damages (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Registration Rights Damages | $ 1,756 | $ 4,305 | |
Public Information Failure Damage | 2,740 | 5,713 | |
Accrued Interest | 1,340 | 2,187 | |
Balance | 5,836 | 12,205 | |
MDB Common Stock To Be Issued [Member] | |||
Registration Rights Damages | [1] | 15 | 15 |
Public Information Failure Damage | [1] | ||
Accrued Interest | [1] | ||
Balance | [1] | 15 | 15 |
Series H Preferred Stock [Member] | |||
Registration Rights Damages | 618 | 1,164 | |
Public Information Failure Damage | 626 | 1,172 | |
Accrued Interest | 533 | 792 | |
Balance | 1,777 | 3,128 | |
Convertible Debentures [Member] | |||
Registration Rights Damages | |||
Public Information Failure Damage | 704 | 873 | |
Accrued Interest | 258 | 242 | |
Balance | 962 | 1,115 | |
Series J Convertible Preferred Stock [Member] | |||
Registration Rights Damages | 932 | 1,560 | |
Public Information Failure Damage | 932 | 1,560 | |
Accrued Interest | 467 | 490 | |
Balance | 2,331 | 3,610 | |
Series K Convertible Preferred Stock [Member] | |||
Registration Rights Damages | 191 | 180 | |
Public Information Failure Damage | 478 | 722 | |
Accrued Interest | 82 | 50 | |
Balance | $ 751 | 952 | |
Series I Convertible Preferred Stock [Member] | |||
Registration Rights Damages | 1,386 | ||
Public Information Failure Damage | 1,386 | ||
Accrued Interest | 613 | ||
Balance | $ 3,385 | ||
[1]Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). |
Liquidated Damages Payable (Det
Liquidated Damages Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 24, 2022 | Jan. 24, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Liquidating damages payable | $ 339 | $ 639 | ||||
Accrued interest | 143 | 300 | ||||
Liquidated damages payable current | 5,836 | 5,836 | $ 5,197 | |||
Liquidating damages payable, net of current portion | 0 | $ 0 | $ 7,008 | |||
Liquidated damages payable accrued interest percentage | 1% | |||||
Number of share issued value | $ 19,838 | |||||
Liquidated damages | $ 323 | |||||
Several Stock Purchase Agreements [Member] | Several Investors [Member] | ||||||
Stock issued during period shares new issues | 505,671 | |||||
Shares issued price per share | $ 13.86 | $ 13.86 | ||||
Loss contingency damages sought value | $ 7,008 | |||||
Resale of common shares | 505,671 | |||||
Number of share issued value | $ 6,685 | |||||
Liquidated damages | $ 323 | |||||
Series K Convertible Preferred Stock [Member] | ||||||
Liquidating damages payable | $ 197 | $ 197 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in valuation of warrant derivative liabilities | $ 802 | $ 497 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Principal balance (including accrued interest), total | $ 72,619 | $ 72,619 |
Unamortized discount and debt issuance cost, total | (1,287) | (2,502) |
Carrying value, total | 71,332 | 70,117 |
Current portion of long-term debt | 5,899 | 5,744 |
Long term debt, non current | $ 65,433 | 64,373 |
Senior Secured Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | Dec. 31, 2023 | |
Principal balance (including accrued interest), total | $ 62,691 | 62,691 |
Unamortized discount and debt issuance cost, total | (1,132) | (1,935) |
Carrying value, total | 61,559 | $ 60,756 |
Delayed Draw Term Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | Dec. 31, 2023 | |
Principal balance (including accrued interest), total | 9,928 | $ 9,928 |
Unamortized discount and debt issuance cost, total | (155) | (567) |
Carrying value, total | $ 9,773 | $ 9,361 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 5,924 | |
2023 | 66,695 | |
Total | $ 72,619 | $ 72,619 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) $ in Thousands | Feb. 15, 2023 | Dec. 28, 2021 | May 19, 2021 | Oct. 23, 2020 | Mar. 24, 2020 | Sep. 30, 2022 | Jan. 23, 2022 | Dec. 31, 2021 | Dec. 06, 2021 | Mar. 31, 2021 | Jun. 19, 2019 |
Short-Term Debt [Line Items] | |||||||||||
Carrying value | $ 71,332 | $ 70,117 | |||||||||
Delayed Draw Term Note One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Accrued interest | 5,899 | 5,744 | |||||||||
Unamortized discount and debt issuance costs | 26 | 180 | |||||||||
Delayed Draw Term Note Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Accrued interest | 3,874 | 3,617 | |||||||||
Unamortized discount and debt issuance costs | $ 129 | 387 | |||||||||
Senior Secured Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, Principal amount | $ 8,000 | $ 51,336 | |||||||||
Debt instrument interest rate, percentage | 12% | 11.40% | 10% | ||||||||
Debt instrument interest rate, decrease | 10% | ||||||||||
Principal amount | $ 25,000 | ||||||||||
Carrying value | $ 61,559 | 60,756 | |||||||||
Senior Secured Note [Member] | Delayed Draw Term Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, Principal amount | $ 12,000 | ||||||||||
Delayed Draw Term Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, Principal amount | $ 12,000 | ||||||||||
Debt instrument interest rate, percentage | 15% | 15% | |||||||||
Debt instrument interest rate, decrease | 10% | ||||||||||
Proceeds from issuance of debt | $ 5,086 | $ 6,914 | |||||||||
Debt instrument, periodic payment | $ 3,367 | ||||||||||
Commitment and funding, fees | 509 | ||||||||||
Working capital | $ 4,578 | ||||||||||
Carrying value | $ 9,773 | $ 9,361 | |||||||||
Delayed Draw Term Note [Member] | Forecast [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate, percentage | 10% | ||||||||||
Debt instrument, periodic payment | $ 5,925 | ||||||||||
Debt instrument periodic payment, interest | $ 4,000 | ||||||||||
Delayed Draw Term Note First Draw [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate, percentage | 11.70% | ||||||||||
Delayed Draw Term Note Second Draw [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest rate, percentage | 12.50% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | May 04, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Convertible preferred stock shares upon conversion | 70,380 | 6,888 | ||
Series G Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Temporary equity, shares authorized | 1,800 | |||
Temporary equity, shares outstanding | 168 | |||
Series H Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Temporary equity, shares authorized | 23,000 | 23,000 | ||
Temporary equity, shares outstanding | 14,556 | 15,066 | ||
Convertible preferred stock shares upon conversion | 510 | 50 | ||
Series L Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.01 | |||
Conversion price | $ 4 | |||
Preferred stock, voting rights | (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock was entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock was entitled to receive 1,000 times the amount received per one share of the Company’s common stock. |
Schedule of Common Stock Financ
Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details) | Sep. 30, 2022 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total Outstanding and Exercisable Financing Warrants (Shares) | 116,118 |
Strome Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 11 |
Financing Warrants Expiration Date | Jun. 15, 2023 |
Total Outstanding and Exercisable Financing Warrants (Shares) | 68,182 |
B. Riley Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 7.26 |
Financing Warrants Expiration Date | Oct. 18, 2025 |
Total Outstanding and Exercisable Financing Warrants (Shares) | 39,773 |
MDB Warrants One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 25.30 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Total Outstanding and Exercisable Financing Warrants (Shares) | 5,435 |
MDB Warrants Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Financing Warrants Exercise Price | $ / shares | $ 55 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Total Outstanding and Exercisable Financing Warrants (Shares) | 2,728 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||||
Apr. 27, 2022 | Mar. 11, 2022 | Feb. 15, 2022 | Sep. 02, 2021 | May 25, 2021 | May 20, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||
Gross proceed from offerings | $ 32,058 | ||||||||
Proceeds from Issuance of Private Placement | $ 20,005 | ||||||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate intrinsic value | $ 232 | ||||||||
Common stock, price per share | $ 13.10 | ||||||||
Securities Purchase Agreements [Member] | Accredited Investors [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of common shares sold | 324,676 | 974,351 | 974,351 | ||||||
Stock price | $ 15.40 | $ 15.40 | $ 15.40 | ||||||
Proceeds from Issuance of Private Placement | $ 5,000 | $ 15,005 | $ 15,005 | ||||||
Legal fees | $ 167 | ||||||||
Securities Purchase Agreements [Member] | B. Riley [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net proceed from offerings | 19,838 | ||||||||
Legal fees | 100 | ||||||||
Say Media, Inc. [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 7,851 | ||||||||
Underwriting Public Offering [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Gross proceed from offerings | $ 34,498 | ||||||||
Number of common shares sold | 545,239 | 3,636,364 | 4,181,603 | ||||||
Stock price | $ 8.25 | ||||||||
Net proceed from offerings | $ 32,058 | ||||||||
Offering costs | 1,568 | ||||||||
Issuance of common stock | $ 30,490 |
Summary of Stock-based Compensa
Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | $ 40,504 | $ 32,215 | $ 115,730 | $ 83,264 |
Selling and marketing | 20,103 | 22,892 | 56,626 | 54,232 |
General and administrative | 13,847 | 14,557 | 43,325 | 37,587 |
Total stock-based compensation | 24,777 | 21,689 | ||
Stock-based Compensation [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | 2,772 | 1,732 | 7,602 | 4,930 |
Selling and marketing | 810 | 1,421 | 2,149 | 4,059 |
General and administrative | 4,729 | 5,322 | 15,026 | 12,700 |
Total costs charged to operations | 8,311 | 8,475 | 24,777 | 21,689 |
Capitalized platform development | 404 | 487 | 1,529 | 1,347 |
Total stock-based compensation | 8,715 | 8,962 | 26,306 | 23,036 |
Stock-based Compensation [Member] | ABG Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | ||||
Selling and marketing | ||||
General and administrative | 250 | 746 | 1,245 | 1,498 |
Total costs charged to operations | 250 | 746 | 1,245 | 1,498 |
Capitalized platform development | ||||
Total stock-based compensation | 250 | 746 | 1,245 | 1,498 |
Restricted Stock [Member] | Stock-based Compensation [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | 402 | 12 | 1,236 | 61 |
Selling and marketing | ||||
General and administrative | 7 | 414 | 7 | 560 |
Total costs charged to operations | 409 | 426 | 1,243 | 621 |
Capitalized platform development | 2 | 11 | ||
Total stock-based compensation | 409 | 428 | 1,243 | 632 |
Equity Plan [Member] | Stock-based Compensation [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | 2,370 | 1,719 | 6,366 | 4,865 |
Selling and marketing | 810 | 1,346 | 2,149 | 3,835 |
General and administrative | 4,472 | 4,162 | 13,669 | 10,642 |
Total costs charged to operations | 7,652 | 7,227 | 22,184 | 19,342 |
Capitalized platform development | 404 | 482 | 1,529 | 1,330 |
Total stock-based compensation | 8,056 | 7,709 | 23,713 | 20,672 |
Outside Options [Member] | Stock-based Compensation [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | 1 | 4 | ||
Selling and marketing | 75 | 224 | ||
General and administrative | 105 | |||
Total costs charged to operations | 76 | 105 | 228 | |
Capitalized platform development | 3 | 6 | ||
Total stock-based compensation | $ 79 | $ 105 | $ 234 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 38,975 |
Weighted average period expected to be recognized | 2 years 1 month 20 days |
ABG Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1,257 |
Weighted average period expected to be recognized | 1 year 3 months |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1,112 |
Weighted average period expected to be recognized | 8 months 4 days |
Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 36,606 |
Weighted average period expected to be recognized | 2 years 2 months 19 days |
Outside Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation expense | |
Weighted average period expected to be recognized |
Compensation Plans (Details Nar
Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 18, 2022 USD ($) $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share based compensation arrangement options grants | shares | 4,343,017 |
Share based compensation arrangement incremental cost | $ 6,061 |
Share based compensation arrangement outstanding aggregate intrinsic value | 143 |
Original award repricing date | $ 5,918 |
2016 and 2019 Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Excercise price | $ / shares | $ 8.82 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 66,706 | $ 59,575 | $ 180,024 | $ 127,936 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 62,077 | 51,876 | 163,444 | 105,462 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,629 | 7,699 | 16,580 | 22,474 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 64,187 | 57,764 | 174,680 | 123,652 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,519 | 1,811 | 5,344 | 4,284 |
Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28,513 | 18,325 | 74,852 | 39,397 |
Digital Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,629 | 7,699 | 16,580 | 22,474 |
Other Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,848 | 4,221 | 13,193 | 5,834 |
Digital Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 37,990 | 30,245 | 104,625 | 67,705 |
Print Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,541 | 3,356 | 27,697 | 6,904 |
Print Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,175 | 25,974 | 47,702 | 53,327 |
Print Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 28,716 | $ 29,330 | $ 75,399 | $ 60,231 |
Schedule of Contract with Custo
Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Total unearned revenue (short-term contract liabilities) | $ 51,683 | $ 54,030 |
Total unearned revenue (long-term contract liabilities) | 11,491 | 15,277 |
Digital Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total unearned revenue (short-term contract liabilities) | 18,020 | 14,693 |
Total unearned revenue (long-term contract liabilities) | 871 | 1,446 |
Print Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total unearned revenue (short-term contract liabilities) | 33,663 | 39,337 |
Total unearned revenue (long-term contract liabilities) | $ 10,620 | $ 13,831 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision effective tax rate benefit | 2.20% | 0.30% |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 15, 2021 | Dec. 15, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Revenue | $ 66,706 | $ 59,575 | $ 180,024 | $ 127,936 | ||
Number of restricted shares | 34,092 | |||||
Stock repurchased during period, value | ||||||
Restricted Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Number of restricted shares | 16,802 | |||||
Share Price | $ 88 | |||||
Stock repurchase value | $ 67 | |||||
Stock repurchased during period, shares | 26,214 | 12,098 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Stock repurchased during period, shares | 9,927 | |||||
Stock repurchased during period, value | $ 874 | |||||
B. Riley [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Paid fees to related party | 2,440 | 0 | 2,440 | $ 0 | ||
Paid in cash | 1,856 | 1,856 | 5,507 | 5,507 | ||
Accrued interest and principal amount | 1,641 | 1,641 | 5,253 | 5,253 | ||
James C. Heckman [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Consulting fees | 43 | $ 52 | 307 | $ 155 | ||
Revenue | $ 52 | $ 82 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Nov. 09, 2022 USD ($) | |
Subsequent Event [Line Items] | |
Liquidated damages | 100 |
Severance Costs | $ 1,000 |
Series K Convertible Preferred Stock [Member] | |
Subsequent Event [Line Items] | |
Liquidated damages | 473 |