The Arena Group Continues to Drive Revenues and Audience Growth for Fourth Quarter of 2021
The Arena Group announced a remarkable financial performance for Q4 2021, with revenues soaring 44% to $61.2 million compared to $42.4 million in Q4 2020. For the full year, revenues rose 48% to $189.1 million. Despite a net loss improvement to $19.1 million in Q4, total annual net loss stood at $89.9 million, largely attributed to non-cash charges. Adjusted EBITDA showed positive movement at $1.1 million for Q4. The company also signed a letter of intent to acquire AMG Parade, enhancing its multimedia content reach.
- Q4 2021 revenue increased 44% to $61.2 million from $42.4 million.
- Full-year revenue rose 48%, totaling $189.1 million.
- Gross profit percentage for Q4 improved to 56%, up from 37% in Q4 2020.
- Adjusted EBITDA for Q4 turned positive at $1.1 million, compared to a loss of $2.1 million in Q4 2020.
- Unique visitors for Sports Illustrated increased to over 86 million, tripling year-over-year.
- Net loss for fiscal 2021 remained high at $89.9 million, slightly up from $89.2 million in fiscal 2020.
- Operating expenses rose sharply to $162.4 million for fiscal 2021, compared to $96.2 million in 2020.
Fourth Quarter Revenues up
2021 Financial and Operational Highlights
-
For the fourth quarter of 2021, total revenue increased
44% to from$61.2 million in the prior year period.$42.4 million -
Full-year total revenue increased
48% to , compared to$189.1 million in 2020.$128.0 million -
Quarterly gross profit percentage improved to
56% , as compared to37% in the fourth quarter of 2020. -
Net loss improved to
compared to a net loss$19.1 million in the fourth quarter of 2020. Net loss remained relatively flat year-over-year at$22.0 million for fiscal 2021 as compared to$89.9 million for fiscal 2020.$89.2 million -
Non-cash charges represent
76% of our current year net loss of .$89.9 million -
Adjusted EBITDA* improved to a positive
for the fourth quarter of 2021 as compared to a loss of$1.1 million for the fourth quarter of 2020. Adjusted EBITDA* improved to a loss of$2.1 million for fiscal year 2021 as compared to a loss of$12.1 million for fiscal 2020.$23.2 million
*This press release includes reference to non-GAAP financial measures. Please see the heading “Use of Non-GAAP Financial Measures” below for a more complete explanation.
Management Commentary
Chairman and Chief Executive Officer of The Arena Group
“We believe fiscal 2022 will be a year of continued growth,” added Levinsohn. “We have reached the tipping point with our technology. The investments to build this platform are largely behind us, and incremental revenue will disproportionately fall to the bottom-line. We have recruited an experienced, focused team, grown our capital base and expect to show a positive adjusted EBITDA during 2022. Our objective is to establish five verticals by the end of 2022. Upon closing the AMG Parade acquisition, we will have three verticals, with multiple opportunities for at least two more. This added scale opens the door to new revenue opportunities, such as the launch of our commerce initiatives, audio/podcast and video offerings and plans to enter both the NFT and Metaverse businesses in this year.”
Recent Business Highlights
-
The Company signed a non-binding letter of intent to acquire AMG Parade, a premium multimedia content company reaching more than 250 million people each month with lifestyle, celebrity, food, health & wellness, sports, and outdoor verticals including the Parade Media,
AMG/Parade Sports , Relish, Spry Living and other lifestyle and outdoor brands. The Company expects to complete the acquisition shortly. -
In the first quarter of fiscal 2022, The
Arena Group uplisted its common stock to the NYSE American under the symbol “AREN.” Simultaneous with the uplisting, the Company completed an underwritten public offering of 4,181,603 shares of its common stock, which included the partial exercise of the underwriter’s overallotment, at a public offering price of per share. This resulted in net proceeds to The$8.25 Arena Group of , after deducting underwriting discounts and commissions and other offering expenses.$31.5 million -
In
February 2022 , the Company recorded more than 111 million unique visitors, according to ComScore. TheArena Group reached the #34 spot in theU.S. rankings, up 40 spots fromFebruary 2021 , and its sports vertical, led by Sports Illustrated, reached #4 in the sports category. InFebruary 2022 , theSports Illustrated Media Group reached more than 86 million digital users, more than tripling year-over-year. - “The Arena Group ‘Playbook,’” our plan to feature premium content and expert analysis, as well as audience and editorial strategies designed to efficiently deliver robust experiences to audiences across platforms, has driven significant recent growth for Sports Illustrated, The Spun, TheStreet and PetHelpful, with plans to roll out across additional properties and publisher partners in the coming year.
- Sports Illustrated now has the #1 share of voice on Facebook among sports publishers for linked stories, according to data from CrowdTangle.
-
Since the departure of
Jim Cramer from TheStreet inOctober 2021 , TheArena Group has grown users at the financial site by249% to more than 17 million monthly unique visitors, according to ComScore data recently released inFebruary 2022 and has seen its engagements at Facebook grow by more than520% year-over-year for the first two months of 2022, according to data from ListenFirst.
Financial Results for the Three Months Ended
Revenue was
Gross profit more than doubled in the fourth quarter of fiscal 2021 to
Total operating expenses were
Net loss improved to
Adjusted EBITDA for the fourth quarter of fiscal 2021 was
Adjusted EBITDA is a non-GAAP financial measure. A disclaimer and reconciliation are provided below.
Financial Results for the Year Ended
Revenue was
Gross profit for the year ended
Total operating expenses were
Net loss remained relatively flat year-over-year at
Adjusted EBITDA for fiscal 2021 was a loss of
Adjusted EBITDA is a non-GAAP financial measure. A disclaimer and reconciliation are provided below.
Balance Sheet and Liquidity as of
Cash and cash equivalents were
For the year ended
Conference Call
Following the conclusion of the live call, a replay of the webcast will be available on the Investor Relations section of the Company's website for at least 90 days. A telephonic replay of the conference call will also be available from
About The
The
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in
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.
Forward-Looking Statements
This press release includes statements that constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as “forecast,” “guidance,” “plan,” “estimate,” “will,” “would,” “project,” “maintain,” “intend,” “expect,” “anticipate,” “prospect,” “strategy,” “future,” “likely,” “may,” “should,” “believe,” “continue,” “opportunity,” “potential,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, and include, for example, statements related to the expected effects on the Company’s business from the COVID-19 pandemic. These forward-looking statements are based on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the duration and scope of the COVID-19 pandemic and impact on the demand for the Company products; the ability of the Company to expand its verticals; the Company’s ability to grow its subscribers; the Company’s ability to grow its advertising revenue; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that the Company could take to reduce operating costs; the inability of the Company to sustain profitable sales growth; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current and planned business initiatives; and those factors detailed by The
THE CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) |
||||||||
|
As of |
|||||||
|
|
2021 |
|
2020 |
||||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
9,349,020 |
|
|
$ |
9,033,872 |
|
Restricted cash |
|
|
501,780 |
|
|
|
500,809 |
|
Accounts receivable, net |
|
|
21,659,847 |
|
|
|
16,497,626 |
|
Subscription acquisition costs, current portion |
|
|
30,162,524 |
|
|
|
28,146,895 |
|
Royalty fees, current portion |
|
|
11,250,000 |
|
|
|
15,000,000 |
|
Prepayments and other current assets |
|
|
4,747,847 |
|
|
|
4,667,263 |
|
Total current assets |
|
|
77,671,018 |
|
|
|
73,846,465 |
|
Property and equipment, net |
|
|
635,768 |
|
|
|
1,129,438 |
|
Operating lease right-of-use assets |
|
|
528,431 |
|
|
|
18,292,196 |
|
Platform development, net |
|
|
9,298,795 |
|
|
|
7,355,608 |
|
Royalty fees, net of current portion |
|
|
- |
|
|
|
11,250,000 |
|
Subscription acquisition costs, net of current portion |
|
|
8,234,553 |
|
|
|
13,358,585 |
|
Acquired and other intangible assets, net |
|
|
57,356,497 |
|
|
|
71,501,835 |
|
Other long-term assets |
|
|
639,151 |
|
|
|
1,330,812 |
|
|
|
|
19,618,667 |
|
|
|
16,139,377 |
|
Total assets |
|
$ |
173,982,880 |
|
|
$ |
214,204,316 |
|
Liabilities, mezzanine equity and stockholders’ deficiency |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
11,981,852 |
|
|
$ |
8,228,977 |
|
Accrued expenses and other |
|
|
24,010,569 |
|
|
|
14,718,193 |
|
Line of credit |
|
|
11,988,194 |
|
|
|
7,178,791 |
|
Unearned revenue |
|
|
54,029,657 |
|
|
|
61,625,676 |
|
Subscription refund liability |
|
|
3,086,799 |
|
|
|
4,035,531 |
|
Operating lease liabilities |
|
|
373,859 |
|
|
|
1,059,671 |
|
Liquidated damages payable |
|
|
5,197,182 |
|
|
|
9,568,091 |
|
Current portion of long-term debt |
|
|
5,744,303 |
|
|
|
- |
|
Embedded derivative liabilities |
|
|
- |
|
|
|
1,147,895 |
|
Total current liabilities |
|
|
116,412,415 |
|
|
|
107,562,825 |
|
Unearned revenue, net of current portion |
|
|
15,275,892 |
|
|
|
23,498,597 |
|
Restricted stock liabilities, net of current portion |
|
|
- |
|
|
|
1,995,810 |
|
Operating lease liabilities, net of current portion |
|
|
785,320 |
|
|
|
19,886,083 |
|
Liquidating damages payable, net of current portion |
|
|
7,008,273 |
|
|
|
- |
|
Other long-term liabilities |
|
|
7,556,265 |
|
|
|
753,365 |
|
Deferred tax liabilities |
|
|
362,118 |
|
|
|
210,832 |
|
Long-term debt, net of current portion |
|
|
64,372,511 |
|
|
|
62,194,272 |
|
Total liabilities |
|
|
211,772,794 |
|
|
|
216,101,784 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Mezzanine equity: |
|
|
|
|
|
|
||
Series G redeemable and convertible preferred stock, |
|
|
168,496 |
|
|
|
168,496 |
|
Series H convertible preferred stock, |
|
|
13,717,496 |
|
|
|
18,247,496 |
|
Total mezzanine equity |
|
|
13,885,992 |
|
|
|
18,415,992 |
|
Stockholders' deficiency: |
|
|
|
|
|
|
||
Common stock, |
|
|
126,329 |
|
|
|
104,129 |
|
Common stock to be issued |
|
|
491 |
|
|
|
491 |
|
Additional paid-in capital |
|
|
200,410,213 |
|
|
|
141,855,206 |
|
Accumulated deficit |
|
|
(252,212,939 |
) |
|
|
(162,273,286 |
) |
Total stockholders’ deficiency |
|
|
(51,675,906 |
) |
|
|
(20,313,460 |
) |
Total liabilities, mezzanine equity and stockholders’ deficiency |
|
$ |
173,982,880 |
|
|
$ |
214,204,316 |
|
THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) |
||||||||||||||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||
|
|
2021 |
2020 |
|
2021 |
|
2020 |
|||||||||
Revenue |
|
$ |
61,204,833 |
|
|
$ |
42,438,611 |
|
|
$ |
189,140,334 |
|
|
$ |
128,032,397 |
|
Cost of revenue (1) |
|
|
26,999,686 |
|
|
|
26,741,492 |
|
|
|
110,977,736 |
|
|
|
103,063,445 |
|
Gross profit |
|
|
34,205,147 |
|
|
|
15,697,119 |
|
|
78,162,598 |
|
|
|
24,968,952 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
27,568,704 |
|
|
|
15,891,057 |
|
|
|
82,691,061 |
|
|
|
43,589,239 |
|
General and administrative |
|
|
18,418,937 |
|
|
|
11,154,347 |
|
|
|
54,400,720 |
|
|
|
36,007,238 |
|
Depreciation and amortization |
|
|
4,365,276 |
|
|
|
4,003,485 |
|
|
|
16,347,274 |
|
|
|
16,280,475 |
|
Loss on disposition of assets |
|
|
288,388 |
|
|
|
174,010 |
|
|
|
1,192,310 |
|
|
|
279,133 |
|
Loss on impairment of lease |
|
|
466,356 |
|
|
|
- |
|
|
|
466,356 |
|
|
|
- |
|
Loss on termination of lease |
|
|
- |
|
|
|
- |
|
|
|
7,344,655 |
|
|
|
- |
|
Total operating expenses |
|
|
51,107,661 |
|
|
|
31,222,899 |
|
|
|
162,442,376 |
|
|
|
96,156,085 |
|
Loss from operations |
|
|
(16,902,514 |
) |
|
|
(15,525,780 |
) |
|
(84,279,778 |
) |
|
|
(71,187,133 |
) |
|
Other (expenses) income |
|
|
|
|
|
|
|
|
|
|
|
|||||
Change in valuation of warrant derivative liabilities |
|
|
(462.320 |
) |
|
|
631,215 |
|
|
|
34,492 |
|
|
|
496,305 |
|
Change in valuation of embedded derivative liabilities |
|
|
- |
|
|
|
398,004 |
|
|
|
- |
|
|
|
2,571,004 |
|
Loss on conversion of convertible debt |
|
|
- |
|
|
|
(3,297,539 |
) |
|
|
- |
|
|
|
(3,297,539 |
) |
Interest expense |
|
|
(2,759,301 |
) |
|
|
(4,327,902 |
) |
|
|
(10,454,618 |
) |
|
|
(16,497,217 |
) |
Interest income |
|
|
6,013 |
|
|
|
376,527 |
|
|
|
6,484 |
|
|
|
381,026 |
|
Liquidated damages |
|
|
(439,749 |
) |
|
|
- |
|
|
|
(2,637,364 |
) |
|
|
(1,487,577 |
) |
Gain upon debt extinguishment |
|
|
- |
|
|
|
- |
|
|
|
5,716,697 |
|
|
|
- |
|
Other expense |
|
|
- |
|
|
|
(73,272 |
) |
|
|
- |
|
|
|
- |
|
Total other expenses |
|
|
(3,655,357 |
) |
|
|
(6,292,967 |
) |
|
|
(7,334,309 |
) |
|
|
(17,833,998 |
) |
Loss before income taxes |
|
|
(20,557,871 |
) |
|
|
(21,818,747 |
) |
|
|
(91,614,087 |
) |
|
|
(89,021,131 |
) |
Income tax benefit (provision) |
|
|
1,444,735 |
|
|
|
(210,832 |
) |
|
|
1,674,434 |
|
|
|
(210,832 |
) |
Net loss |
|
|
(19,113,136 |
) |
|
|
(22,029,579 |
) |
|
|
(89,939,653 |
) |
|
|
(89,231,963 |
) |
Deemed dividend on convertible preferred stock |
|
|
- |
|
|
|
(15,509,932 |
) |
|
|
- |
|
|
|
(15,642,595 |
) |
Net loss attributable to common stockholders |
|
$ |
(19,113,136 |
) |
|
$ |
(37,539,511 |
) |
|
$ |
(89,939,653 |
) |
|
$ |
(104,874,558 |
) |
Basic and diluted net loss per common share |
|
$ |
(1.57 |
) |
|
$ |
(13.62 |
) |
|
$ |
(7.87 |
) |
|
$ |
(50.18 |
) |
Weighted average number of shares outstanding – basic and diluted |
|
|
12,160,845 |
|
|
|
2,756,010 |
|
|
|
11,429,740 |
|
|
|
2,090,047 |
|
(1) |
Includes amortization for developed technology and platform development for the three months ended |
THE CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) |
||||||||
|
|
Years Ended |
||||||
|
|
2021 |
|
2020 |
||||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(89,939,653 |
) |
|
$ |
(89,231,963 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation of property and equipment |
|
|
443,422 |
|
|
|
638,796 |
|
Amortization of platform development and intangible assets |
|
|
24,732,877 |
|
|
|
24,192,631 |
|
Loss on disposition of assets |
|
|
1,192,310 |
|
|
|
279,133 |
|
Loss on impairment of lease |
|
|
466,356 |
|
|
|
- |
|
Loss on termination of lease |
|
|
7,344,655 |
|
|
|
- |
|
Gain upon debt extinguishment |
|
|
(5,716,697 |
) |
|
|
- |
|
Amortization of debt discounts |
|
|
2,105,536 |
|
|
|
6,607,212 |
|
Change in valuation of warrant derivative liabilities |
|
|
(34,492 |
) |
|
|
(496,305 |
) |
Change in valuation of embedded derivative liabilities |
|
|
- |
|
|
|
(2,571,004 |
) |
Loss on conversion of |
|
|
- |
|
|
|
3,297,539 |
|
Accrued and noncash converted interest |
|
|
6,956,182 |
|
|
|
9,244,324 |
|
Liquidated damages |
|
|
2,637,364 |
|
|
|
1,487,577 |
|
Stock-based compensation |
|
|
30,493,521 |
|
|
|
14,641,181 |
|
Deferred income taxes |
|
|
(1,674,434 |
) |
|
|
210,832 |
|
Other |
|
|
(499,196 |
) |
|
|
(524,418 |
) |
Change in operating assets and liabilities net of effect of business combinations: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(2,891,000 |
) |
|
|
362,460 |
|
Subscription acquisition costs |
|
|
3,108,403 |
|
|
|
(34,945,422 |
) |
Royalty fees |
|
|
15,000,000 |
|
|
|
15,000,000 |
|
Prepayments and other current assets |
|
|
48,983 |
|
|
|
(356,528 |
) |
Other long-term assets |
|
|
691,661 |
|
|
|
(245,525 |
) |
Accounts payable |
|
|
3,752,875 |
|
|
|
(1,404,703 |
) |
Accrued expenses and other |
7,474,423 |
(3,392,507 |
) | |||||
Unearned revenue |
|
|
(15,818,724 |
) |
|
|
21,695,088 |
|
Subscription refund liability |
|
|
(948,732 |
) |
|
|
891,359 |
|
Other long-term liabilities |
|
|
(2,489,166 |
) |
|
|
511,055 |
|
Operating lease liabilities |
|
|
(1,165,863 |
) |
|
|
1,814,601 |
|
Net cash used in operating activities |
|
|
(14,729,389 |
) |
|
|
(32,294,587 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(376,635 |
) |
|
|
(1,212,003 |
) |
Capitalized platform development |
|
|
(4,818,866 |
) |
|
|
(3,750,541 |
) |
Proceeds from sale of intangible asset |
|
|
- |
|
|
|
350,000 |
|
Payments for acquisition of businesses, net of cash |
|
|
(7,950,457 |
) |
|
|
(315,289 |
) |
Net cash used in investing activities |
|
|
(13,145,958 |
) |
|
|
(4,927,833 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from long-term debt |
|
|
5,086,135 |
|
|
|
11,702,725 |
|
Proceeds, net of repayments, under line of credit |
|
|
4,809,403 |
|
|
|
7,178,791 |
|
Proceeds from common stock private placement |
|
|
20,005,000 |
|
|
|
- |
|
Payment of debt issuance costs on long-term debt |
|
|
- |
|
|
|
(560,500 |
) |
Proceeds from issuance of Series H convertible preferred stock |
|
|
- |
|
|
|
113,000 |
|
Repayments of convertible debt |
|
|
- |
|
|
|
(1,130,903 |
) |
Proceeds from exercise of common stock options |
|
|
- |
|
|
|
3,767 |
|
Proceeds from issuance of Series J convertible preferred stock |
|
|
- |
|
|
|
6,000,000 |
|
Proceeds from issuance of Series K convertible preferred stock |
|
|
- |
|
|
|
14,675,000 |
|
Payments of issuance costs from common stock private placement |
|
|
(167,243 |
) |
|
|
- |
|
Payment for taxes related to repurchase of restricted common stock |
|
|
(70,238 |
) |
|
|
(520,444 |
) |
Payment of restricted stock liabilities |
|
|
(1,471,591 |
) |
|
|
(177,425 |
) |
Net cash provided by financing activities |
|
|
28,191,466 |
|
|
|
37,284,011 |
|
Net increase in cash, cash equivalents, and restricted cash |
|
|
316,119 |
|
|
|
61,591 |
|
Cash, cash equivalents, and restricted cash – beginning of year |
|
|
9,534,681 |
|
|
|
9,473,090 |
|
Cash, cash equivalents, and restricted cash – end of year |
|
$ |
9,850,800 |
|
|
$ |
9,534,681 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
1,392,900 |
|
|
$ |
645,681 |
|
Cash paid for income taxes |
|
|
- |
|
|
|
- |
|
Noncash investing and financing activities |
|
|
|
|
|
|
||
Reclassification of stock-based compensation to platform development |
|
$ |
2,045,264 |
|
|
$ |
1,608,995 |
|
Issuance of common stock in connection with professional services |
|
|
125,000 |
|
|
|
- |
|
Deferred cash payments in connection with acquisition of The Spun |
|
|
905,109 |
|
|
|
- |
|
Assumption of liabilities in connection with acquisition of The Spun |
|
|
84,732 |
|
|
|
- |
|
Commitment fee on delayed draw term note in accrued expenses and other |
|
|
508,614 |
|
|
|
- |
|
Reclassification of warrants to equity |
|
|
1,113,403 |
|
|
|
- |
|
Net exercise of common stock options with exchange of common stock |
|
|
39 |
|
|
|
- |
|
Debt discount on long-term debt |
|
|
- |
|
|
|
913,865 |
|
Restricted common stock units issued in connection with acquisition of LiftIgniter |
|
|
- |
|
|
|
500,000 |
|
Assumption of liabilities in connection with acquisition of LiftIgniter |
|
|
- |
|
|
|
140,381 |
|
Restricted stock issued in connection with acquisition of Fulltime Fantasy |
|
|
502,500 |
|
|
|
- |
|
Deferred cash payments in connection with acquisition of Fulltime Fantasy |
|
|
419,387 |
|
|
|
- |
|
Conversion of convertible debt into common stock |
|
|
- |
|
|
|
21,402,488 |
|
Conversion of embedded derivative liabilities into common stock |
|
|
- |
|
|
|
10,929,996 |
|
Conversion of Series I convertible preferred stock into common stock |
|
|
- |
|
|
|
19,699,742 |
|
Conversion of Series J convertible preferred stock into common stock |
|
|
- |
|
|
|
23,739,996 |
|
Conversion of Series K convertible preferred stock into common stock |
|
|
- |
|
|
|
17,481,500 |
|
Deemed dividend on Series H convertible preferred stock |
|
|
- |
|
|
|
502,000 |
|
Deemed dividend on Series I convertible preferred stock |
|
|
- |
|
|
|
5,082,000 |
|
Deemed dividend on Series J convertible preferred stock |
|
|
- |
|
|
|
586,545 |
|
Deemed dividend on Series K convertible preferred stock |
|
|
- |
|
|
|
9,472,050 |
|
Payment of long-term debt for issuance of Series K convertible preferred stock |
|
|
- |
|
|
|
3,367,000 |
|
Payment of promissory note for issuance for Series H convertible preferred stock |
|
|
- |
|
|
|
389,000 |
|
THE NET LOSS TO ADJUSTED EBITDA RECONCILIATION (unaudited) |
||||||||||||||||
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 |
|
Years Ended |
||||||||||||
|
|
2021 |
2020 |
|
2021 |
|
2020 |
|||||||||
Net loss |
|
$ |
(19,113,136 |
) |
|
$ |
(22,029,579 |
) |
|
$ |
(89,939,653 |
) |
|
$ |
(89,231,963 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net (1) |
|
|
2,753,288 |
|
|
|
3,951,375 |
|
|
10,448,134 |
|
|
|
16,116,191 |
|
|
Income tax (benefit) provision |
|
|
(1,444,735 |
) |
|
|
210,832 |
|
|
|
(1,674,434 |
) |
|
|
210,832 |
|
Depreciation and amortization (2) |
|
|
6,628,701 |
|
|
|
6,205,818 |
|
|
|
25,176,299 |
|
|
|
24,831,427 |
|
Stock-based compensation (3) |
|
|
8,805,295 |
|
|
|
3,455,228 |
|
|
|
30,493,521 |
|
|
|
14,641,181 |
|
Change in derivative valuations |
|
|
462,320 |
|
|
|
(1,029,219 |
) |
|
|
(34,492 |
) |
|
|
(3,067,309 |
) |
Liquidated damages (4) |
|
|
439,749 |
|
|
|
- |
|
|
|
2,637,364 |
|
|
|
1,487,577 |
|
Loss on disposition of assets (5) |
|
|
329,868 |
|
|
|
174,010 |
|
|
|
1,192,310 |
|
|
|
279,133 |
|
Loss on impairment of lease (6) |
|
|
466,356 |
|
|
|
- |
|
|
|
466,356 |
|
|
|
- |
|
Loss on termination of lease (7) |
|
|
- |
|
|
|
- |
|
|
|
7,344,655 |
|
|
|
- |
|
Loss on conversion of convertible debt |
|
|
- |
|
|
|
3,297,539 |
|
|
|
- |
|
|
|
3,297,539 |
|
Gain upon debt extinguishment (8) |
|
|
- |
|
|
|
- |
|
|
|
(5,716,697 |
) |
|
|
- |
|
Professional and vendor fees (9) |
|
|
1,748,383 |
|
|
|
3,398,427 |
|
|
|
6,900,778 |
|
|
|
5,704,606 |
|
Employee restructuring payments (10) |
|
|
65,218 |
|
|
|
253,299 |
|
|
|
645,200 |
|
|
|
2,536,989 |
|
Adjusted EBITDA |
|
$ |
1,141,307 |
|
|
$ |
(2,112,270 |
) |
|
$ |
(12,060,659 |
) |
|
$ |
(23,193,797 |
) |
(1) |
Represents interest expense related to our capital structure. Interest expense varies over time due to a variety of financing transactions. Investors should note that interest expense will recur in future periods. |
|
(2) |
Represents depreciation and amortization related to our developed technology and Platform included within cost of revenues. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. |
|
(3) |
Represents noncash costs arising from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. |
|
(4) |
Represents damages we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. |
|
(5) |
Represents our disposition of certain assets related to the decision to no longer lease office space and other related disposition of assets that no longer are useful. |
|
(6) |
Represents the net loss for our right-of-use asset related to our lease in Santa Monica and related sublease of the office space based on our decision to no longer lease office space. |
|
(7) |
Represents our loss related to the surrender and termination of our lease of office space located in |
|
(8) |
Represents a gain upon extinguishment of the Payroll Protection Program Loan. |
|
(9) |
Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers, and other vendors related to (i) the preparation of periodic reports in order for us to become current in our reporting obligations (“Delinquent Reporting Obligations Services”), (ii) up-list to a national securities exchange, (iii) contemplated and completed acquisitions, (iv) public and private offerings of our securities and other financings, and (v) stockholder disputes and the implementation of our Rights Agreement. With respect to the Delinquent Reporting Obligations Services, we incurred professional and vendor fees in fiscal 2021 and 2020 related to the preparation of our annual reports for fiscal years 2018, 2019 (which contained the financial information for the quarterly periods during fiscal 2019), and 2020 and quarterly reports for the quarters in fiscal 2020 and the first and second quarters in fiscal 2021, all of which reports were filed during fiscal 2021. The amount of fees incurred in connection with the Delinquent Reporting Obligations Services is adjusted based on our best estimate of the amount we expect we would ordinarily incur to meet our reporting obligations pursuant to the Exchange Act. |
|
(10) |
Represents (i) severance payments paid in connection with COVID-19 workforce reductions in fiscal 2020 and (ii) severance and other settlement payments paid in connection with employee and leadership changes in fiscal 2020 and 2021. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220328005781/en/
The Arena Group Investor Relations Contact
FNK IR
Aren@fnkir.com
646.809.4048
The Arena Group Contacts:
Communications Manager, The
comms@thearenagroup.net
DKC
arena@dkcnews.com
Source: The
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