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6月前
The Arena Group Generates $4.0 Million in Net Income for Third Quarter of 2024; First Ever Profitable Quarter
Company reduces quarterly operating expenses by 51% vs. the same quarter prior year, drives $13.6 million positive swing in quarterly income from continuing operations, demonstrating transformation plan’s rapid effectiveness
NEW YORK--(BUSINESS WIRE)-- The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a technology platform and media company home to hundreds of media brands, including TheStreet, Parade Media (“Parade”), Men’s Journal, Surfer, Powder and Athlon Sports, today announced financial results for the three and nine months ending September 30, 2024 (“Q3 2024”). The Company’s business transformation plan enabled a positive swing of more than $13.6 million in quarterly income from continuing operations in the third quarter of 2024 compared to the net loss from continuing operations in the third quarter of 2023 (“Q3 2023”). This resulted in quarterly net income of $4.0 million and the first quarter of positive net income in the Company’s history.
Financial Highlights for Q3 2024:
Q3 2024 revenue from continuing operations was $33.6 million, compared to $37.0 million from continuing operations in Q3 2023.
Net income was $4.0 million, or $0.11 in diluted earnings per share for Q3 2024, compared to a net loss of $11.2 million, or $0.47 in diluted loss per share for Q3 2023.
Total operating expenses from continuing operations for Q3 2024 were $8.9 million, less than half the $18.4 million spent in Q3 2023 from continuing operations.
Adjusted EBITDA for Q3 2024 was $11.2 million compared to Adjusted EBITDA of $3.1 million for Q3 2023.
Arena closed a deal to license a copy of its proprietary content management system. This deal also included Arena acquiring multiple sites, including the top-tier automotive website, Autoblog.
Arena extended the maturity on its line of credit with Simplify Inventions, LLC and converted $15 million of debt to common equity.
“The financial results for Q3 2024 reflect the strength of the new, leaner, more efficient Arena Group,” said The Arena Group CEO Sara Silverstein. “We’re achieving meaningful revenue diversification, including a significant increase in e-commerce and other revenue, enabling a substantial improvement in profitability. We generated higher gross margins, returned to positive operating income, and delivered our first-ever quarter of positive net income.”
“Our business transformation plan has focused on a restructuring and investments in tech and editorial,” added Silverstein. “We’re building a modern media company that not only creates great content, but also delivers strong results for our partners and drives diversified revenue and sustainable profits. We generated more than $13.6 million higher income from continuing operations on $3.4 million in lower revenue as we shed unprofitable operations. We believe we now have a stable, profitable platform for growth.”
After cutting an expected $40 million in costs on an annual basis, while leaving its editorial and technology teams largely in place, Arena’s transformation has focused on growth, audience development, diversifying revenue and a strong balance sheet.
This includes advancements in tech that help its partners better reach and leverage the company’s 100 million monthly users, not only for advertising but also for e-commerce. Arena’s investment in obtaining first-party data – via its proprietary platform – provides industry-leading addressability and monetization.
Arena’s affiliate commerce business increased 287% during the six months Q2-Q3 2024 versus the same period last year with significant growth in real, organic traffic to commerce posts and deeper relationships with retail partners who see the value of the highly-transactional audiences. While expanding the company’s range of commerce coverage, it has also improved revenue per post 57% Q3 2024 vs Q2 2024 as the company has become a trusted partner to top-tier merchants.
Brand highlights:
Athlon Sports: Audience traffic continues to grow substantially, increasing to 231M page views in Q3 (up 65% vs Q2). The site now garners an average of 77M page views a month, making it one of the world's largest sports websites. Revenue was up 65% Q3 vs. Q2.
Parade: Digital traffic of Parade and Parade Pets also remains strong with more than 46M average monthly users and 62M average monthly page views. It has balanced, diversified revenue as its e-commerce business and social media audience continue to grow.
TheStreet: The financial brand continues to reach a large, dedicated, high-net-worth, finance-focused audience and excels at diversifying revenue streams through affiliate commerce which is up +396% this quarter vs Q2.
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net income (loss) as adjusted for net loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration; (vi) liquidated damages, (vii) loss on impairment of assets, (viii) employee retention credit, and (ix) employee restructuring payments.
Our non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP Adjusted EBITDA as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are that Adjusted EBITDA:
does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us;
does not reflect income tax provision, which is a noncash expense;
does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;
does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;
does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;
does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);
does not reflect any losses from the impairment of assets, which is a noncash operating expense;
does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; and
does not reflect payments related to employee severance and employee restructuring changes for our former executives.
The following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the periods indicated:
Three Months Ended September 30,
2024
2023
Net income (loss)
$
3,956
$
(11,166
)
Net loss from discontinued operations
822
2,394
Net income (loss) from continued operations
4,778
(8,772
)
Add:
Interest expense (net)
3,159
4,042
Income taxes
40
52
Depreciation and amortization
2,379
3,246
Stock-based compensation
732
3,762
Change in valuation of contingent consideration
-
60
Liquidated damages
77
151
Employee restructuring payments
(8
)
605
Adjusted EBITDA
$
11,157
$
3,146
About The Arena Group
The Arena Group (NYSE American: AREN) is an innovative technology platform and media company with a proven cutting-edge playbook that transforms media brands. Our unified technology platform empowers creators and publishers with tools to publish and monetize their content, while also leveraging quality journalism of anchor brands like TheStreet, Parade, Men’s Journal and Athlon Sports to build their businesses. The company aggregates content across a diverse portfolio of brands, reaching over 100 million users monthly. Visit us at thearenagroup.net and discover how we are revolutionizing the world of digital media.
Forward-Looking Statements
This Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, cost reductions, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding and our ability to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern (as disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the SEC on November 14, 2024). Other statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward
bobkubecka
7年前
https://www.sec.gov/Archives/edgar/data/894871/000114420418015662/tv488836_8k.htm
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13, 2018
THEMAVEN, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12471 68-0232575
(State or Other Jurisdiction of
Incorporation) (Commission File Number) (IRS Employer Identification No.)
2125 Western Avenue, Suite 502 Seattle, WA 98121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 775-600-2765
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
* Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ¨
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into Material Definitive Agreement.
On March 13, 2018, TheMaven, Inc. (the “Company”), HubPages, Inc., a Delaware corporation (“HubPages”), HP Acquisition Co., Inc., a Delaware corporation (“HPAC”), which is a wholly-owned subsidiary of the Company, and Paul Edmondson, solely in his capacity as Securityholder Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which HPAC will merge with and into HubPages, with HubPages continuing as the surviving corporation in the merger and a wholly-owned subsidiary of the Company (the “Merger”).
The Merger Agreement provides that all issued and outstanding common stock and preferred stock of HubPages, along with all outstanding vested stock options issued by HubPages will be exchanged for an aggregate of $10 million in cash (the “Merger Consideration”). The aggregate Merger Consideration to be issued at closing shall be reduced by (i) $1.5 million to be held in escrow to satisfy any indemnification obligations due under the Merger Agreement and (ii) to the extent that a seller-side representation and warranty insurance policy is obtained and bound at closing, 50% of the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy.
In addition, the Merger Agreement provides that all outstanding unvested stock options issued by HubPages will be cancelled for no additional consideration and that at closing certain Key Personnel (as that term is defined in the Merger Agreement) will receive an aggregate of 2.4 million shares of the Company’s common stock, subject to cut-back and vesting as set forth in the Merger Agreement.
Based on information provided by HubPages, for the year ended December 31, 2017, HubPages reported total revenues of $4,904,759, a net profit of $575,963, cash and cash equivalents of $981,173 and net working capital of $1,274,069. Under the terms of the Merger Agreement, all cash and cash equivalents held by HubPages on the closing date shall become the property of the Company. Assuming the Merger closes on June 1, 2018, the Company plans to consolidate HubPages prospective financial results from the date of closing.
The Merger Agreement contains typical representations and warranties by HubPages about its business, operations and financial condition. Consummation of the Merger is subject to certain customary closing conditions. The Company will have to obtain financing for of the Merger Consideration, and there can be no assurance that the Company will be able to obtain the necessary funds on terms acceptable to it or at all. Accordingly, there is no assurance that the Merger will be completed as contemplated.
Subject to the satisfaction or waiver of all closing conditions, and obtaining the necessary financing, the Company expects to consummate the Merger by June 1, 2018. Should the Company not be able to consummate the Merger by June 1, 2018 due to its inability to obtain the funds necessary to pay the Merger Consideration, the Company shall be obligated to pay HubPages a termination fee of $1 million.
The foregoing is only a brief description of the respective material terms of the Merger Agreement, does not purport to be a complete description of the respective rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Merger Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On March 19, 2018, the Company issued a press release announcing the execution of the Merger Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Agreement and Plan of Merger, dated as of March 13, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc. and Paul Edmondson as the Securityholder Representative
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THEMAVEN, INC.
Dated: March 19, 2018 By: /s/ Martin L. Heimbigner
Name: Martin L. Heimbigner
Title:
Chief Financial Officer
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