subslover
5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
TallTrader
8年前
Not An Ad Network: What The Heck Is James Heckman Up To With Maven?
by Sarah Sluis // Thursday, June 8th, 2017 – 7:00 am
Share:
Don’t call the latest venture from ad vet James Heckman, Maven, an ad network. It’s a tech platform for niche publishers that also handles monetization and subscriptions.
“We’ve tested this model several times over the past 20 years and it’s never not succeeded,” Heckman said.
Heckman’s history goes back to the dot-com boom and includes time as a founder of Rivals.com as well as stints at once-greats like MySpace. In 2011, he sold the ad network 5to1 to Yahoo for $28 million, after raising almost half that much in funding.
Most recently, he led Scout, a publisher that filed for bankruptcy shortly after Heckman left under a cloud of accusations from investors. Heckman did not address the bankruptcy, but maintains those projects created lasting value. “Rivals and Scout both succeeded,” he said.
Instead of going the VC-backed route to get Maven started, Heckman did a reverse recapitalization with a public shell company called Integrated Surgical Systems and renamed it Maven. The move allowed the startup to go public without working through the complex IPO process.
This workaround pays Heckman and his team generously even though Maven is pre-revenue.
The reverse recapitalization gave Maven access to $2.1 million in assets it used to launch the business. Of that total, $1.7 million went to administrative expenses last year, including toward the C-suite’s salaries.
Heckman gets paid $300,000 a year, according to an SEC filing. The COO and CTO receive salaries of $250,000 a year, with additional stock grants.
Eighteen percent of the investment, or $411,000, went to research and development and building out the Maven platform.
Because Maven trades on an over-the-counter bulletin board for less than $5, the SEC defines it as a penny stock. But its small size opens it up to a wide range of investors, Heckman said.
Since launch, the stock has risen from 15 cents to $1.83, giving the stock a market cap just under $50 million and making Heckman’s 15% stake in the company worth millions.
“With venture capital, employees and founders miss out on the most important equity gain,” Heckman said. “We decided to bring it public before launching, therefore rewarding founders with equal equity.”
“Most entrepreneurs in their twenties don’t have public company experience,” he added. “We are all very comfortable operating within the structure and requirements of a public company. VCs would not allow an entrepreneur to do that. [The company structure] is highly unusual but incredibly powerful.”
Heckman has convinced others with ad tech experience to join him. Ross Levinsohn, a friend and fellow Yahoo vet, serves at the company’s director.
Most recently, Heckman brought aboard Josh Jacobs, former CEO of Omnicon trading desk Accuen, to serve as executive co-chairman.
Jacobs at first was skeptical about the model, a tech-driven spin on the ad network. (“I did Glam for a while and have seen the traditional publisher ad network model rise and fall,” he said.) But he decided to join for a couple of reasons.
“We are asking people to move this whole business onto a different platform that involves content management, community management and publishing infrastructure,” Jacobs said. “These are huge time and cost sinks that prevent [small publishers] from growing the content side of the business.”
Jacobs recently had a “light bulb” moment when a small hip-hop publisher wanted to talk header bidding, not music.
“Programmatic has become a big-player world, with direct IDs and header integrations,” he said. “This guy can’t ever optimize the waterfall enough to change the trajectory of the business.”
The first eight publishers to move onto Maven’s platform include the Black Wealth Channel, TheChocolateLife, iREIT Investor and the Fathers’ Rights Movement. Maven said another “several dozen” are expected to sign on in coming months. Heckman wooed some publishers by holding a summit at his lakefront house on Bainbridge Island in Seattle.
Publishers also will receive stock that vests over a three-year period.
“Heckman was the one that really sold me, that they have the background to pull this off,” said Boyce Watkins, the founder of Financial Juneteenth, a six-year-old personal finance site for African Americans.
He said Maven’s pitch centered on freedom of the press and ethical monetization – though it’s not entirely clear what that means. Maven doesn’t say how it might use programmatic for “ethical monetization.”
In fact, no ads run on any of the sites in Maven’s network. Nor does Maven promote any special features for mobile publishing or social distribution.
While Heckman claims that the sales-driven tech and monetization model has worked consistently for him for the past two decades – including for the bankrupted Scout – even competitors have been challenged succeeding on this model.
Medium tried providing monetization and a CMS to publishers in 2016, and its clients included The Awl, The Ringer (which just moved to Vox) and ThinkProgress. Less than a year later, Medium laid off a third of its staff and CEO Ev Williams declared ad-supported journalism didn’t work. “The broken system is ad-driven media on the internet,” he said at the time.
Maven is betting the opposite, that well-executed programmatic advertising will help publishers.
“Medium is not our model. It’s a single destination,” Heckman said.
If there is a difference between the platforms, it’s that Medium, with its intuitive and clean layout, likely spent far more than $411,000 designing the platform. By contrast, Maven uses tiles with snippets of original content and ones sourced from the web.
Heckman is optimistic about the challenges ahead: “Putting this company together is the same thing I’ve been doing since the ’90s.”
And he and his team get to draw a paycheck – and own millions in stock – while Maven sets out on its mission to transform the publishing industry.
Not bad for a publishing platform with zero revenue.
https://adexchanger.com/platforms/not-ad-network-heck-james-heckman-maven/
TallTrader
8年前
New content provider - Boyce Watkins
Boyce Watkins, Leading Voice on African American Economic Empowerment, Brings His Entire Digital Media Network and Facebook Pages to Maven
SEATTLE--(BUSINESS WIRE)--Dr. Boyce Watkins, the highly acclaimed author and scholar focused on economic empowerment and education in the African American community, is re-launching his digital empire of more than 50 properties to the Maven Network (MVEN), the Seattle-based startup launching in beta this month.
Watkins is considered one of the founding fathers in the field of financial activism – with the objective of creating social change through the use of conscientious capitalism – and has written numerous books and articles on finance, education and black social justice. He is a regular guest on CNN, MSNBC, FOX News, BET, NPR and other national networks.
Between social media and subscribers to his numerous websites, Watkins built a regular following of more than four million people.
“I am very excited about this partnership, and have tremendous respect for James Heckman and his team for creating this brilliant, state-of-the-art business platform for independent media brands,” Watkins said. “From the first conversation, he impressed me as a person who wants to use his resources to better all of humanity through cutting-edge technology. I’ve chosen to be a first-mover and leader in this extraordinary project, as we continue our goal of developing black economic and political strength throughout the world.”
Heckman, Maven CEO, calls Watkins an “intellectual giant and brilliant communicator who will amplify his message through our advanced publishing technology, new community platform and seamless integration with social media.”
“Boyce is authentic, smart and more than anything, courageous,” he added. “We will continue to reserve our technology and resources for hand-picked, inspiring, independent content and community leaders. Boyce is all that and more, tackling real issues with innovative ideas and thoughtful social commentary - we’re honored to be his partner.”
Maven provides a select group of content leaders an end-to-end digital media business platform within a cooperative - sharing technical resources, distribution and monetization. Dozens of award-winning journalists, best-selling authors, top analysts, important global causes, and foundations have already joined the coalition.
Watkins plans to organize his numerous websites into four main channels on Maven: Black Wealth, Black Men United, Black Women United, and Black America.
Among his signature initiatives are The Black Wealth Bootcamp, The Black Business School, and The Black Millionaires Of Tomorrow program which introduces young people to finance and entrepreneurship. He also has produced two critically acclaimed documentaries: "Resurrecting Black Wall Street" and "The Secrets Of Black Financial Intelligence.”
Maven is an expert-driven, group media network, whose state-of-the-art platform serves, by invitation-only, professional, independent channel partners. By providing broader distribution, greater community engagement, and efficient advertising and membership programs. Maven enables partners to focus on the key ingredients to their business: creating, informing, sharing, discovering, leading and interacting with the communities and constituencies they serve.
Based in Seattle, Maven is publicly traded under the ticker symbol MVEN. For more information, visit themaven.net. Key members of the team include:
Founder and CEO James Heckman has extensive experience in digital media, advertising, video and online communities for major public companies and several times as founder. He served as Head of Global Media Strategy for Yahoo!, leading all significant transactions and revenue strategy under Ross Levinsohn’s tenure. As Chief Strategy Officer at Fox Digital, he architected the first programmatic social advertising platform, as part of the market-changing, $900 million ad alliance between Google and Myspace and was instrumental in Hulu’s formation. Prior to Yahoo!, Mr. Heckman was founder/CEO of 5to1.com (sold to Yahoo!), CSO of Zazzle.com, Founder/CEO of Scout.com (sold to Fox), Founder/CEO of Rivals.com and Rivals.net (sold to Yahoo!, post tenure and 365-Sports, respectively) and held the position of President and Publisher of NFL Exclusive, an official NFL publication network. Heckman holds a BA in Communications from the University of Washington.
Co-founder and COO William Sornsin ran MSN's Core Technology team before joining Rivals as co-founder and CTO in 1999, co-founded Scout.com as CTO/COO; was VP Engineering & Operations at Fox Interactive Media after Scout acquisition. Earlier, Sornsin held a variety of product and program management roles at Microsoft. He holds a BS Electrical/Computer Engineering from the University of Iowa and an MBA from UCLA.
Co-founder and CTO Benjamin Joldersma’s career spans nearly two decades of large-scale platform development, including CTO and chief architect of Scout.com. Ben held the role of Senior Software Engineer, Geo/Imagery at Google, was a Principal Software Engineer at Yahoo!, Chief Architect at 5to1 and held senior engineering roles at aQuantive, Rivals.com and Microsoft. Ben studied Computer Science at University of Puget Sound.
Director Ross Levinsohn is a leading industry figure who has long focused on the convergence of technology and media. He served as CEO at Yahoo in 2012 and prior to that role was Executive Vice President, Americas and Head of Global Media from 2010 to 2012. Levinsohn served as President of Fox Interactive where he helped create one of the largest digital businesses amongst the traditional media companies, and was instrumental in the formation of what is now Hulu. He serves on several public and private media and technology boards, including Tribune Media, mobile advertising marketplace YieldMo, Vubiquity, Zefr, and the National Association of Television Program Executives. He was Executive Chairman and Director of Scout Media, Inc. from 2014-2016, previously served as the Chief Executive Officer of Guggenheim Digital Media and co-founded 5to1 Holding Corp, serving as its Executive Chairman. He co-founded Fuse Capital in 2005 and served as its Managing Director and Managing Partner. He served as General Manager at AltaVista Network and Vice President of Programming and Executive Producer at CBS Sportsline. Mr. Levinsohn received a BA in Broadcast Communications from American University, and is a trustee there.
Contacts
Maven Network Inc.
Gretchen Bakamis, 206-715-6660
http://www.businesswire.com/news/home/20170505005776/en/Boyce-Watkins-Leading-Voice-African-American-Economic
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