UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an 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 2.02 | Results of Operations and Financial Condition. |
On November 14, 2024, The Arena Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release dated November 14, 2024 announcing financial results for the quarter ended September 30, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ARENA GROUP HOLDINGS, INC. | ||
| Dated: November 14, 2024 | ||
| By: | /s/ Sara Silverstein | |
| Name: | Sara Silverstein | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
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 – November 14, 2024 – 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-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.
We caution investors that any forward-looking statements presented in this Press Release, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024 and in Part II, Item 1A, Risk Factors, in Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the SEC on November 14, 2024. The discussion in this Press Release should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 and our consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023.
This press release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Press Release except as may be required by law.
THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | 33,555 | $ | 36,996 | $ | 89,679 | $ | 99,486 | ||||||||
| Cost of revenue (includes amortization of platform development and developed technology for the three months ended September 30, 2024 and 2023 of $1,474 and $2,191, respectively and for the nine months ended September 30, 2024 and 2023 of $4,530 and $6,883, respectively) | 16,562 | 23,046 | 53,035 | 61,991 | ||||||||||||
| Gross profit | 16,993 | 13,950 | 36,644 | 37,495 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing | 2,011 | 6,422 | 10,326 | 19,173 | ||||||||||||
| General and administrative | 6,023 | 10,940 | 24,790 | 35,516 | ||||||||||||
| Depreciation and amortization | 905 | 1,055 | 2,805 | 3,216 | ||||||||||||
| Loss on impairment of assets | - | - | 1,198 | 119 | ||||||||||||
| Total operating expenses | 8,939 | 18,417 | 39,119 | 58,024 | ||||||||||||
| Income (loss) from operations | 8,054 | (4,467 | ) | (2,475 | ) | (20,529 | ) | |||||||||
| Other (expense) income | ||||||||||||||||
| Change in valuation of contingent consideration | - | (60 | ) | (313 | ) | (469 | ) | |||||||||
| Interest expense, net | (3,159 | ) | (4,042 | ) | (11,747 | ) | (13,225 | ) | ||||||||
| Liquidated damages | (77 | ) | (151 | ) | (229 | ) | (455 | ) | ||||||||
| Total other expense | (3,236 | ) | (4,253 | ) | (12,289 | ) | (14,149 | ) | ||||||||
| Income (loss) before income taxes | 4,818 | (8,720 | ) | (14,764 | ) | (34,678 | ) | |||||||||
| Income tax provision | (40 | ) | (52 | ) | (116 | ) | (145 | ) | ||||||||
| Income (loss) from continuing operations | 4,778 | (8,772 | ) | (14,880 | ) | (34,823 | ) | |||||||||
| Loss from discontinued operations, net of tax | (822 | ) | (2,394 | ) | (92,709 | ) | (15,204 | ) | ||||||||
| Net income (loss) | $ | 3,956 | $ | (11,166 | ) | $ | (107,589 | ) | $ | (50,027 | ) | |||||
| Basic and diluted net income (loss) per common share: | ||||||||||||||||
| Continuing operations | $ | 0.13 | $ | (0.37 | ) | $ | (0.48 | ) | $ | (1.61 | ) | |||||
| Discontinued operations | (0.02 | ) | (0.10 | ) | (2.96 | ) | (0.70 | ) | ||||||||
| Basic and diluted net income (loss) per common share | $ | 0.11 | $ | (0.47 | ) | $ | (3.44 | ) | $ | (2.31 | ) | |||||
| Weighted average number of common shares outstanding – basic and diluted | 37,610,058 | 23,445,675 | 31,291,641 | 21,567,166 | ||||||||||||
THE ARENA GROUP HOLDINGS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, 2024 | December 31, 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 5,773 | $ | 9,284 | ||||
| Accounts receivables, net | 25,858 | 31,676 | ||||||
| Prepayments and other current assets | 5,675 | 5,791 | ||||||
| Current assets from discontinued operations | 528 | 43,648 | ||||||
| Total current assets | 37,834 | 90,399 | ||||||
| Property and equipment, net | 196 | 328 | ||||||
| Operating lease right-of-use assets | 2,421 | 176 | ||||||
| Platform development, net | 7,203 | 8,723 | ||||||
| Acquired and other intangible assets, net | 23,640 | 27,457 | ||||||
| Other long term assets | 356 | 1,003 | ||||||
| Goodwill | 42,575 | 42,575 | ||||||
| Noncurrent assets from discontinued operations | - | 18,217 | ||||||
| Total assets | $ | 114,225 | $ | 188,878 | ||||
| Liabilities, mezzanine equity and stockholders’ deficiency | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,192 | $ | 7,803 | ||||
| Accrued expenses and other | 23,386 | 28,903 | ||||||
| Line of credit | - | 19,609 | ||||||
| Unearned revenue | 7,574 | 16,938 | ||||||
| Subscription refund liability | 96 | 46 | ||||||
| Operating lease liability, current portion | 247 | 358 | ||||||
| Contingent consideration | - | 1,571 | ||||||
| Liquidating damages payable | 3,153 | 2,924 | ||||||
| Bridge notes | 8,000 | 7,887 | ||||||
| Debt | 102,404 | 102,309 | ||||||
| Current liabilities from discontinued operations | 98,378 | 47,673 | ||||||
| Total current liabilities | 247,430 | 236,021 | ||||||
| Unreaned revenue, net of current portion | 357 | 542 | ||||||
| Operating lease liability, net of current portion | 1,911 | - | ||||||
| Other long-term liabilities | 46 | 406 | ||||||
| Deferred tax liabilities | 692 | 599 | ||||||
| Simplify loan | 1,100 | - | ||||||
| Noncurrent liabilities from discontinued operations | - | 10,137 | ||||||
| Total liabilities | 251,536 | 247,705 | ||||||
| Mezzanine equity: | ||||||||
| Series G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $168; Series G shares issued and outstanding: 168; common shares issuable upon conversion: 8,582 at September 30, 2024 and December 31, 2023 | 168 | 168 | ||||||
| Series H convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 23,000 shares designated; aggregate liquidation value: $14,356 and $14,356; Series H shares issued and outstanding: none and 14,356; common shares issuable upon conversion: none and 1,981,128 at September 30, 2024 and December 31, 2023, respectively | - | - | ||||||
| Total mezzanine equity | 168 | 168 | ||||||
| Stockholders’ deficiency: | ||||||||
| Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,448,047 and 23,836,706 shares at September 30, 2024 and December 31, 2023, respectively | 474 | 237 | ||||||
| Additional paid-in capital | 348,289 | 319,421 | ||||||
| Accumulated deficit | (486,242 | ) | (378,653 | ) | ||||
| Total stockholders’ deficiency | (137,479 | ) | (58,995 | ) | ||||
| Total liabilities, mezzanine equity and stockholders’ deficiency | $ | 114,225 | $ | 188,878 | ||||