Troika Media (TRKA) 10-Q 20 Oct 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Oct. 20, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40329
Entity Registrant Name	Troika Media Group, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	83-0401552
Entity Address, Address Line One	25 West 39th Street, 6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	213-0111
Title of 12(b) Security	Common Shares, $0.001 par value
Trading Symbol	TRKA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,676,762
Entity Central Index Key	0001021096
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 18,325,055	$ 28,403,797
Restricted cash	447,285	0
Accounts receivable, net	15,197,469	10,801,299
Prepaid expenses and other current assets	2,313,242	1,388,084
Total current assets	36,283,051	40,593,180
Other assets	675,729	702,750
Property and equipment, net	323,850	618,699
Right-of-use lease assets	2,696,108	3,029,785
Amortizable intangible assets, net	60,686,111	64,761,111
Goodwill	45,518,505	45,518,505
Total assets	146,183,354	155,224,030
Current liabilities:
Accounts payable	25,475,164	14,270,063
Accrued and other current liabilities	6,031,766	8,390,196
Accrued billable expenses	7,510,508	7,810,126
Deferred revenue	9,316,686	6,209,442
Current portion of long term debt, net of deferred financing costs	1,611,444	1,551,211
Convertible note payable	60,006	60,006
Operating lease liabilities, current	1,598,693	1,506,534
Acquisition liabilities	9,346,504	9,293,402
Contingent liability	939,224	3,385,000
Total current liabilities	61,889,995	52,505,980
Long-term liabilities:
Long-term debt, net of deferred financing costs	64,013,064	64,833,844
Operating lease liabilities, non-current	6,399,369	7,192,662
Other long-term liabilities	13,425	212,432
Total liabilities	132,315,853	124,744,918
Stockholders’ equity:
Preferred stock, $0.01 par value: 25,000,000 shares authorized	0	0
Common stock, ($0.001 par value: 32,000,000 shares authorized; 16,676,762 and 5,572,089 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)	16,677	5,572
Additional paid-in-capital	269,350,052	265,806,976
Accumulated deficit	(255,499,228)	(235,336,543)
Total stockholders' equity	13,867,501	30,479,112
Total liabilities and stockholders' equity	146,183,354	155,224,030
Related Party
Current liabilities:
Note payable - related party, current	0	30,000
Series E Preferred Stock
Stockholders’ equity:
Series E Preferred Stock ($0.01 par value: 500,000 shares authorized, 14 and 310,793 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively); redemption amount and liquidation preference $0.0 million and $31.1 million , as of June 30, 2023 and December 31, 2022, respectively	$ 0	$ 3,107

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, par or stated value per share (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	32,000,000	32,000,000
Common stock, shares issued (in shares)	16,676,762	5,572,089
Common stock, shares outstanding (in shares)	16,676,762	5,572,089
Series E Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares outstanding (in shares)	14	310,793
Preferred stock, shares issued (in shares)	14	310,793
Preferred stock, liquidation preference	$ 0	$ 31.1

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 58,689,147	$ 85,381,703	$ 117,727,485	$ 101,066,703
Cost of revenue	52,945,735	67,969,498	103,229,453	79,707,498
Gross profit	5,743,412	17,412,205	14,498,032	21,359,205
Operating expenses:
Selling, general and administrative expenses	12,114,352	13,991,857	23,051,346	31,174,857
Depreciation and amortization	2,065,753	2,267,780	4,129,048	2,696,780
Restructuring and other related charges	(324,907)	5,590,932	(98,584)	5,590,932
Impairments and other losses (gains), net	0	8,937,677	0	8,937,677
Total operating expenses	13,855,198	30,788,246	27,081,810	48,400,246
Operating loss	(8,111,786)	(13,376,041)	(12,583,778)	(27,041,041)
Other income (expense):
Interest expense	(3,449,052)	(2,796,367)	(6,889,708)	(2,896,367)
Miscellaneous expense	(680,087)	(1,937,673)	(632,199)	(2,527,673)
Total other expense	(4,129,139)	(4,734,040)	(7,521,907)	(5,424,040)
Loss from operations before income taxes	(12,240,925)	(18,110,081)	(20,105,685)	(32,465,081)
Income tax (expense) benefit	(21,030)	54,075	(57,000)	21,075
Net loss	(12,261,955)	(18,056,006)	(20,162,685)	(32,444,006)
Foreign currency translation adjustment	0	(605,438)	0	(569,438)
Comprehensive loss	$ (12,261,955)	$ (18,661,444)	$ (20,162,685)	$ (33,013,444)
Loss per share:
Basic (in US dollars per share)	$ (0.73)	$ (6.60)	$ (1.51)	$ (13.41)
Weighted average number of shares outstanding:
Basic (in shares)	16,738,384	2,735,084	13,395,164	2,420,262

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($)	Total	Warrant	Series E Preferred Stock	Preferred Stock Series A	Preferred Stock Series E	Preferred Stock Series E Series E Preferred Stock	Common Stock	Common Stock Warrant	Common Stock Series E Preferred Stock	Additional Paid In Capital	Additional Paid In Capital Warrant	Additional Paid In Capital Series E Preferred Stock	Accumulated Deficit	Accumulated Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2021	$ 14,612,000			$ 7,000	$ 0		$ 1,760			$ 208,127,240			$ (193,138,000)	$ (386,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	9,096,000						320			9,095,680
Issuance of common stock related to Converge acquisition	14,875,000						480			14,874,520
Record preferred stock issued for PIPE (shares)					5,000
Record preferred stock issued to PIPE	0									(5,000)
Record vested deferred compensation relating to Redeeem employees	805,000									805,000
Foreign currency translation reclassification	36,000													36,000
Net loss	(14,388,000)												(14,388,000)
Ending balance at Mar. 31, 2022	25,036,000			7,000	$ 5,000		2,560			232,897,440			(207,526,000)	(350,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	4,204,534									4,204,534
Foreign currency translation reclassification	(605,438)													(605,438)
Acquisition adjustments	257,849									257,849
Redemption of Preferred Series A	(446,200)			(7,000)						(439,200)
Net loss	(18,056,006)												(18,056,006)
Ending balance at Jun. 30, 2022	10,390,739			0	5,000		2,560			236,920,623			(225,582,006)	(955,438)
Beginning balance at Dec. 31, 2022	30,479,112			0	3,107		5,572			265,806,976			(235,336,543)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	547,197									547,197
Conversion of Preferred Series E shares to common shares		$ 0	$ 0			$ (3,048)		$ 5,646	$ 4,877		$ (5,646)	$ (1,829)
Partial liquidated damages settled in common shares	2,673,176						428			2,672,748
Net loss	(7,900,730)												(7,900,730)
Ending balance at Mar. 31, 2023	25,798,755			0	59		16,523			269,019,446			(243,237,273)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	330,580									330,580
Conversion of Preferred Series E shares to common shares			$ 0			$ (59)			$ 2			$ 57
Issuance of common stock via At-the-Market offering, net	121						121
Net loss	(12,261,955)												(12,261,955)
Rounding adjustment resulting from one (1) for twenty-five (25) reverse stock split	0						31			(31)
Ending balance at Jun. 30, 2023	$ 13,867,501			$ 0	$ 0		$ 16,677			$ 269,350,052			$ (255,499,228)	$ 0

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Stockholders' Equity (Parenthetical)	Jun. 01, 2023
Statement of Stockholders' Equity [Abstract]
Reverse stock split ratio	0.04

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (20,162,685)	$ (32,444,006)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,129,048	2,696,780
Amortization of right-of-use assets	333,677	728,455
Amortization of deferred financing costs	1,151,953	791,292
Impairments and other losses (gains), net	0	8,937,677
Stock-based compensation	877,778	13,300,534
Accretion of interest on acquisition liabilities	53,102	0
Gain on derivative liabilities	0	(626,145)
Provision for bad debt	(135,705)	243,524
Partial liquidated damages expense	227,400	3,615,000
Change in operating assets and liabilities:
Accounts receivable	(4,260,465)	(10,612,057)
Prepaid expenses	(925,158)	(954,183)
Accounts payable and accrued expenses	8,838,694	9,247,500
Other assets	27,021	17,269
Operating lease liability	(701,134)	(2,904,470)
Due to related parties	0	(7,000)
Deferred revenue	3,107,244	4,345,159
Other long-term liabilities	(199,009)	(121,361)
Net cash used in operating activities	(7,638,239)	(3,746,032)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(50,839)	(70,638)
Net cash paid for acquisition of Converge	0	(82,730,000)
Net cash used in investing activities	(50,839)	(82,800,638)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments made for bank loan	(1,912,500)	(956,250)
Payments for note payable to related party	(30,000)	(50,000)
Proceeds from at-the-market offering, net	121	0
Proceeds from the issuance of preferred stock, net of offering costs	0	44,405,000
Proceeds from bank loan, net of debt issuance cost	0	69,717,960
Payments made for the redemption of Series A preferred stock	0	(446,400)
Payment of stimulus loan programs	0	(435,000)
Net cash (used in) provided by financing activities	(1,942,379)	112,235,310
Effect of exchange rate on cash	0	1,003,161
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(9,631,457)	26,691,801
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — beginning of period	28,403,797	5,982,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — end of period	18,772,340	32,673,801
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest expense	5,714,032	1,998,958
Income taxes	0	0
Noncash investing and financing activities:
Settlement of contingent liability in common shares	2,673,176	0
Write-off of property and equipment	291,641	0
Fair value of common stock issued relating to the Converge Acquisition	0	14,875,000
Warrants issued relating to debt financing	0	2,232,000
Warrants issued relating to equity financing	0	28,407,000
Series E Preferred Stock
Noncash investing and financing activities:
Cashless exercise of warrants for common shares	31,078,000	0
Warrant
Noncash investing and financing activities:
Cashless exercise of warrants for common shares	$ 34,690,000	$ 0

Description of Business and Bas

Description of Business and Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Troika Media Group, Inc. (“Company”, “our” or “we”) is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers three solutions pillars that CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. Unaudited Interim Financial Statements The accompanying interim condensed consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company’s Transition Report on Form 10-K/T (as amended by Form 10-KT/A) for the six month transition period ended December 31, 2022. The financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. Reverse Stock Split On June 1, 2023, we effected a reverse stock split (the "Reverse Split") of our Common stock, par value $.001 par share ("Common Stock") such that each stockholder received 1 share of Common Stock for every 25 shares owned by such stockholder before the Reverse Split. All historical share amounts disclosed in this quarterly report on Form 10-Q have been retroactively restated to reflect the Reverse Split and subsequent share exchange. No fractional shares were issued as a result of the Reverse Split, as fractional shares of Common Stock were rounded up to the nearest whole share. Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, the Company has the responsibility to evaluate whether conditions or events raise substantial doubt about its ability to meet its obligations as they become due within one year from the date that financial statements are issued. In performing this evaluation as of the date of the filing of this 10-Q, the Company has determined there is substantial doubt that the Company will have sufficient liquidity under its cash flow forecasts to fund commitments for the twelve months following the date of the filing of this 10-Q. The costs of and distractions caused by restructuring, pursuing a Potential Transaction, negotiating amendments to the Financing Agreement, and servicing the Blue Torch debt, have materially depleted liquidity and negatively impacted performance of the Company. Consequently, management has concluded that there is substantial doubt about the Company’s ability to fund ongoing operations and meet debt service obligations over the ensuing twelve month period. To preserve operating liquidity and maintain optionally, the Company chose not to make the principal and interest payment due to Blue Torch on September 30, 2023 and negotiated a wavier of that default and other specified events of default through October 20, 2023. The Company is currently in negotiations to extend that date. As has been previously reported and as summarized below in Note 8. Credit Facilities, the Company agreed with its senior lender, Blue Torch Finance LLC ("Blue Torch"), to undertake a process with an investment banker to facilitate the repayment in full of Blue Torch debt either through an acquisition or disposition involving the Company, a refinancing, or some combination thereof (a “Potential Transaction”). As a result, in December 2022, the Company engaged Jefferies LLC (“Jefferies”), a leading global full-service investment banking and capital markets firm, and the Board of Directors of the Company (the "Board") formed a Special Committee to, among other things, oversee a Potential Transaction. In the absence of a Potential Transaction, the Company and Blue Torch have, in good faith, continued to negotiate to resolve ongoing issues. However, the Company can provide no assurance that it will be able to execute a Potential Transaction, or reach a final agreement with Blue Torch default. However, the Company will request additional waivers and seek further extensions, if required. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Accounting Policies

Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Accounting Policies Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of Troika Media Group, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amount of revenues and expenses. Such estimates include the valuation of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Converge Acquisition, stock-based compensation, and deferred tax assets. Management believes its use of estimates in the condensed consolidated financial statements to be reasonable. Restricted cash The Company defines restricted cash as cash that is legally restricted as to withdrawal or usage. Restricted cash of approximately $0.4 million as of June 30, 2023, consists of cash deposits received from the at-the-market ("ATM") issuance held by B.Riley Securities, Inc., our agent for sale of Common Stock under the ATM ("ATM Agent") and must be paid to Blue Torch in accordance with the terms of the Financing Agreement. There was no restricted cash balance as of December 31, 2022. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” ("ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The Company has adopted the guidance effective January 1, 2023. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. Recently Issued Accounting Pronouncements Not Yet Adopted Not Applicable.

Converge Direct Acquisition

Converge Direct Acquisition	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Converge Direct Acquisition	NOTE 3 – Converge Direct Acquisition On the March 22, 2022 (the "Closing Date"), the Company and CD Acquisition Corp. ("CD"), as purchasers, and Thomas Marianacci, Maarten Terry, Sadiq ("Sid") Toama and Michael Carrano, as sellers (the "Converge Sellers") closed on the acquisition of all the equity of Converge Direct LLC (together with its affiliates, "Converge") and 40% of the equity of Converge Marketing Services, LLC ("CMS") an affiliated entity, for a notional aggregate purchase price of $125.0 million, valued for accounting purposes at approximately $114.9 million pursuant to the Membership Interest Purchase Agreement, dated November 22, 2021 (the "MIPA"). Purchase Price The cash portion of the purchase price consisted of $65.9 million paid on the date of the acquisition, $29.1 million held in escrow payable upon satisfaction of certain conditions, and another $5.0 million payable 12 months after the acquisition date contingent on the Company satisfying its bank covenants and at the option of the payee payment will be in the form of cash or common stock of the Company valued at $2.00 per share. The remaining $25.0 million was paid in the form of 12.5 million shares of the Company’s restricted common stock at a price of $2.00 per share, which for accounting purposes was valued at $1.19 per share for $14.9 million. All 12.5 million shares were subject to a nine (9) month lock-up period. Pursuant to the provisions of the MIPA dated as of November 22, 2021, as amended, an aggregate of $2.5 million (10%) or 1,250,000 shares of the Common Stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares will be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims. The escrowed shares have not yet been released. The Company is accounting for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805). On the Closing Date, Converge became a wholly-owned subsidiary. At March 22, 2022 the Company recorded the $5.0 million payable due March 21, 2023, at its then net present value of $4.7 million. Further, pursuant to the MIPA, the Company recorded an additional liability totaling $4.3 million which represents the excess net working capital value received by the Company at the purchase date. Per the terms of the MIPA, this amount was to be repaid within 120 days of closing. As of June 30, 2023 , a total of $9.3 million is included within acquisition liabilities on the condensed consolidated balance sheets. On March 21, 2022, the Company entered into employment agreements with Mr. Toama and Mr. Marianacci, two (2) of the Converge Sellers. Mr. Toama was appointed President of TMG and Mr. Marianacci was appointed as President of the Converge entities. On February 13, 2023, the Company and Mr. Toama entered into a letter agreement (the "Toama Letter Agreement") amending certain terms of Mr. Toama’s employment agreement, including by appointing him Chief Executive Officer of the Company. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on February 16, 2023, the contents of which are incorporated by reference herein. On May 26, 2023, the Company and Mr. Toama entered into a new employment agreement and a new restrictive covenant agreement (together, the “New Agreements”). The New Agreements supersede Mr. Toama’s prior Executive Employment Agreement with the Company effective March 21, 2022, as the same was amended by the Toama Letter Agreement. For a description of the material terms of the New Agreements, see the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2023, the contents of which are incorporated by reference herein. On August 14, 2023, the Company terminated the employment of Mr. Toama for “Cause,” pursuant to the terms of the New Agreements. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 13, 2023, the contents of which are incorporated by reference herein. Mr. Marianacci resigned his employment with the Company on September 28, 2023. See "Subsequent Events" of this Quarterly Report on Form 10-Q for more information on the termination of the employment of Mr. Toama for "Cause" and the resignation of Mr. Marianacci. Purchase Price Allocation The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production, and service networks. The acquisition purchase price is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The Company engaged a valuation expert to provide guidance to management which was considered and in part relied upon in completing its purchase price allocation. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000 Intangible Assets The estimated fair values of the identifiable intangible assets acquired were calculated using an income valuation approach which requires a forecast of expected future cash flows either through the use of relief-from-royalty method or multi-period excess earnings methods ("MPEEM"). The estimated useful lives are based on the Company’s experience and expectations as to the duration of the time the Company expects to realize benefits of the assets. The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows: Intangible Assets: Preliminary Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000 The Company will amortize the intangible assets above on a straight line basis over their estimated useful lives. UNAUDITED PRO FORMA OPERATING RESULTS The following unaudited pro forma information presents the combined results of operations as if the acquisition of Converge had been completed on January 1, 2022. For the six months ended June 30, 2022 Revenue $ 155,924,997 Cost of revenue 128,643,653 Gross profit 27,281,344 Operating expenses (50,638,734) Operating loss (23,357,390) Other expenses (6,668,896) Net loss $ (30,026,286)

Revenue and Accounts Receivable

Revenue and Accounts Receivable	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue and Accounts Receivable	Revenue and Accounts Receivable The Company generates revenues primarily by delivering both managed services and performance based marketing services to customers. The Company’s revenue recognition policies describe the nature, amount, timing and uncertainty associated with each major source of revenue from contracts with customers are summarized below. Managed and Professional Services The Company provides managed and professional services (such as, but not limited to, media planning, media buying, media ROI measurement, and media or marketing performance reporting). The Company is compensated for the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product or service as well as the Company’s margin, which is arranged in one of three ways (i) a predetermined fixed fee amount (ii) cost plus margin or (iii) a predetermined commission percentage based on the total media spend executed by the Company on a client’s behalf. As per ASC 606-10-25-31, the Company recognizes managed and professional service fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. Consultative service engagements typically do not incur a significant amount of direct costs; however, any costs are recognized as incurred. Professional services fees are recognized evenly throughout the term of the agreement. Performance Solutions (“Pay Per Event”) The Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering, but only charges a client for a predetermined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale. There is a premium that is charged to the client for the Performance Solutions service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service. The Company recognizes revenues for performance advertising when a user engages with the advertisement, such as a click, view, call, or purchase. The Company’s payment terms vary by the type of customer. Generally, payment terms range from prepayment to sixty (60) days after revenue is earned. Principal versus Agent Revenue Recognition Our customers reimburse us for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees, technology fees, production expenses, data costs, and other third-party expenses that the Company incurs on behalf of a client that is needed to deliver the services. In accordance with ASC 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Accruals for costs incurred but not yet billed by third parties are recorded in accrued billable expenses on the condensed consolidated balance sheets. Generally, advertising revenues are reported on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before they are transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing. Contract Balances from Contracts with Customers An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain types of contracts with customers, the Company may recognize revenue in advance of when the customer is issued the invoice. Once the Company has an unconditional right to consideration under these contracts, the contract assets are recorded to accounts receivable on the condensed consolidated balance sheets. When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, a contract liability (deferred revenue) is recorded. Deferred revenue is recognized as revenue when, or as, control of the services is transferred to the customer and all revenue recognition criteria have been met. The Company’s customer base is highly concentrated. Revenue may significantly decline if the Company were to lose one or more of its significant customers, or if the Company were not able to obtain new customers. For the six months ended June 30, 2023 and June 30, 2022 five (5) customers accounted for 82% and 67% of our revenues, respectively. The following table provides information about current contract balances from contracts with customers: June 30, December 31, 2023 2022 Accounts receivable $ 15,197,469 $ 10,801,299 Deferred revenue $ 9,316,686 $ 6,209,442 Accounts receivable is presented net of allowance for doubtful accounts. The Company analyzes receivables aging, customer specific risks, and other factors to estimate its allowance. The Company’s allowance for doubtful accounts was approximately $0.9 million and $1.0 million as of June 30, 2023, and December 31, 2022, respectively. The amount of revenue recognized during the three and six months ended June 30, 2023, relating to the deferred revenue recorded as of December 31, 2022, was approximately $0.3 million and $0.4 million, respectively.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consist of the following as of June 30, 2023, and December 31, 2022: June 30, December 31, Computer equipment $ 318,968 $ 820,000 Website design — 6,000 Office machine & equipment — 109,000 Furniture & fixtures 18,609 338,000 Leasehold improvements 154,383 436,000 Total Property and equipment 491,960 1,709,000 Less: accumulated depreciation (168,110) (1,090,000) Property and equipment, net $ 323,850 $ 619,000 During the three months ended June 30, 2023, and 2022, depreciation expense was approximately $28 thousand and $56 thousand, respectively. During the six months ended June 30, 2023 and 2022, depreciation expense was approximately $54 thousand and $89 thousand, respectively.

Amortizable Intangible Assets &

Amortizable Intangible Assets & Goodwill	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortizable Intangible Assets & Goodwill	Amortizable Intangible Assets & Goodwill The Company's intangible assets subject to amortization are as follows: June 30, December 31, Customer relationship $ 53,600,000 $ 53,600,000 Technology 10,400,000 10,400,000 Tradename 7,100,000 7,100,000 Total intangible assets 71,100,000 71,100,000 Less: accumulated amortization (10,413,889) (6,339,000) Total amortizable intangible assets, net $ 60,686,111 $ 64,761,000 Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two During the three months ended June 30, 2023 and 2022, amortization expense was approximately $2.0 million and $2.2 million, respectively. During the six months ended June 30, 2023 and 2022, amortization expense was approximately $4.1 million and $2.6 million, respectively. As of June 30, 2023, estimated amortization expense related to the Company's intangible assets is as follows: Fiscal year ending December 31: Remaining 2023 $ 4,075,000 2024 8,150,000 2025 8,150,000 2026 8,150,000 2027 6,532,222 Thereafter 25,628,889 Total $ 60,686,111 Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. The Company completed its quarterly triggering events assessments for the six months ended June 30, 2023, during which there was no impairment, and June 30, 2022, during which there were impairments of approximately $0.4 million. Goodwill As of June 30, 2023 and June 30, 2022, the balance of goodwill was approximately $45.5 million and $45.5 million, respectively. For the three months ended June 30, 2022, the Company recorded goodwill impairment charges of approximately $6.7 million and $2.0 million related to the Mission U.K. and Redeeem subsidiaries, respectively, as a result of the Company's annual impairment testing. There were no goodwill impairment charges recorded in the three and six months ended June 30, 2023.

Credit Facilities

Credit Facilities	6 Months Ended
	Jun. 30, 2023
NOTE PAYABLE
Credit Facilities	Credit Facilities Debt related to the Senior Secured Credit Facility, Convertible Note Payable, and Related Party Note Payable consisted of the following: Effective Interest Rate June 30, 2023 December 31, 2022 Senior Note due 2026 (1) 17.1 % $ 65,624,508 $ 66,385,055 Convertible Note 60,006 60,006 Related Party Note — 30,000 Total debt 65,684,514 66,475,061 Less: current portion 1,671,450 1,641,217 Long-term debt, excluding current portion $ 64,013,064 $ 64,833,844 (1) Includes unamortized discount and issuance costs of approximately $6.1 million and $7.2 million, as of June 30, 2023 and December 31, 2022, respectively. Senior Secured Credit Facility On March 21, 2022, the Company entered into the Financing Agreement with Blue Torch in connection with the Converge Acquisition. This $76.5 million First Lien Senior Secured Term Loan (the “Credit Facility”) was used in part to fund the purchase price of the Converge Acquisition, as well as, for working capital and general corporate purposes. The Credit Facility provides for: (i) a term loan in the amount of $76.5 million; (ii) an interest rate of the LIBOR Rate Loan of three (3) months; (iii) a four-year maturity amortized 5.0% per year, payable quarterly; (iv) a one (1.0%) percent commitment fee and an upfront fee of two (2.0%) percent ($1.5 million) of the Credit Facility paid at closing, plus an administrative agency fee of $250,000 per year; (v) a first priority perfected lien on all property and assets including all outstanding equity of the Company’s subsidiaries; (vi) one point five (1.5%) fully-diluted penny warrant coverage in the combined entity; (vii) mandatory prepayment for fifty (50%) percent of excess cash flow and 100% of proceeds from various transactions; (viii) customary affirmative, negative and financial covenants; (ix) delivery of audited financial statements of Converge; and (x) customary closing conditions. The Company agreed to customary restrictive covenants in the Credit Facility and leverage ratios, fixed charge coverage ratios, and maintaining liquidity of at least $6.0 million at all times. On September 22, 2023, the Company and Blue Torch entered into the First Amendment to Financing Agreement by adding provisions for the use of secured overnight financing rate loans in place of LIBOR rate loans. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on September 27, 2023, the contents of which are incorporated by reference herein. The Company and each of its subsidiary Guarantors entered into a Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2022, as a requirement with the Credit Facility. Each Guarantor pledged and assigned to the Collateral Agreement and granted the Collateral Agent with a continuing security interest in all personal property and fixtures of the Guarantors (the “Collateral”) and all proceeds of the Collateral. All equity of the Guarantors was pledged by the Borrower. On March 21, 2022, each of the Company’s Subsidiaries, as Guarantors, entered into an Intercompany Subordination Agreement (the “ISA”) with the Collateral Agent. Under the ISA, each obligor agreed to the subordination of such indebtedness of each other obligor to such other obligations. On March 21, 2022, the Company entered into an Escrow Agreement with Blue Torch and Alter Domus (US) LLC, as Escrow Agent. The Escrow Agreement provides for the escrow of $29.1 million of the $76.5 million proceeds, under the Credit Facility to be held until the audited financial statements of Converge Direct LLC and affiliates for the years ended December 31, 2020 and 2019, are delivered to Blue Torch, which were delivered during fourth quarter of fiscal year 2022. As of June 30, 2023, Blue Torch has not authorized the release of the funds in escrow. Although the Company believes that the Converge Sellers’ recourse is solely to the escrow account, it is possible that the Converge Sellers could make claims against the Company for the deferred amount. In the event that the Converge Sellers were to make and be successful in such claims, the Company believes that a court would likely order Blue Torch to release the escrowed funds to satisfy such claims In connection with the Credit Facility, the Company recorded debt discount and issuance costs totaling approximately $9.2 million. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. For the three and six months ended June 30, 2023, amortization of deferred financing costs was approximately $0.6 million and $1.2 million, respectively. For the three and six months ended June 30, 2022, amortization of deferred financing costs were approximately $0.6 million and $0.8 million, respectively. For the three and six months ended June 30, 2023 the Company made principal payments totaling approximately $1.0 million and $1.9 million, respectively. For the three and six months ended June 30, 2022 the Company made principal payments totaling approximately $1.0 million and $1.0 million, respectively. At June 30, 2023, the principal payments required under the Term Loan Facility are as follows: Fiscal year ending December 31: Remaining 2023 $ 1,912,500 2024 3,825,000 2025 3,825,000 2026 62,156,250 Total maturities $ 71,718,750 At any time on or after March 21, 2022, and on or prior to March 21, 2026, the Lenders have the right to subscribe for and purchase from the Company, up to initially 77,178 shares of Common Stock, subject to adjustment. During the six months ended December 31, 2022, the number of shares increased to 177,178. The exercise price per share of Common Stock under this Warrant shall be $0.01 per share. If at any time when this Warrant becomes exercisable and a related Registration Statement is not in effect, the Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. The shares have been adjusted to reflect the one (1) for twenty-five (25) reverse stock split. As of June 30, 2023, the fair value of long-term debt is considered to approximate its stated value of $71.7 million. Blue Torch Extensions, Waivers and Amendments On October 14, 2022, Blue Torch and the Company entered into a Limited Waiver of events of default under the Financing Agreement that related to the Company’s failure to satisfy certain financial and non-financial covenants (as amended, the "Original Limited Waiver"). The Original Limited Waiver was initially scheduled to expire on October 28, 2022, if not terminated earlier by Blue Torch (“Original Waiver Period”), but the Original Waiver Period was subsequently extended through February 10, 2023 by the First Amendment to Limited Waiver to Financing Agreement dated as of October 28, 2022, the Second Amendment to the Limited Waiver to Financing Agreement dated as of November 11, 2022, the Third Amendment to the Limited Waiver to Financing Agreement dated as of November 25, 2022, the Fourth Amendment to the Limited Waiver to Financing Agreement dated as of December 9, 2022, the Fifth Amendment to the Limited Waiver to Financing Agreement dated as of December 23, 2022, the Sixth Amendment to the Limited Waiver to Financing Agreement dated as of January 13, 2023, and the Seventh Amendment to the Limited Waiver to the Financing Agreement dated January 31, 2023, and the Eight Amendment to the Limited Waiver to the Financing Agreement dated as of February 7, 2023. On February 10, 2023, Blue Torch and the Company entered into an Amended and Restated Limited Waiver (the “First A&R Limited Waiver”) of certain events of default (such events of default, the “Specified Events of Default”) under the Financing Agreement, which amended and restated the Original Limited Wavier. The First A&R Limited Waiver provided that, among other things, during the First A&R Waiver Period (defined below), the Company would comply with certain sale and refinancing milestones and refrain from engaging in any “Permitted Acquisition” under the Financing Agreement or making certain post-closing payments to Converge Sellers. The First A&R Limited Waiver would have expired on the earliest of (x) the occurrence of an Event of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale and refinancing milestones set forth in a side letter agreed by the Company and the Lenders and (z) June 30, 2023, subject to potential extension of up to sixty 60 days to obtain regulatory and/or shareholder approval in the event the Company is pursuing a sale transaction (the “First A&R Waiver Period”, and the date referenced in subclause (z) above, the “Outside Date”). On April 14, 2023 and April 28, 2023, Blue Torch and the Company entered into letter agreements (the “Extension Letters”, collectively with the First A&R Limited Waiver and associated side letter, the “Prior Waiver Documents”) that extended the Applicable Milestones (as defined below). The “Applicable Milestones” included (i) the date for which potential acquirers (collectively, “bidders” and each a “bidder”) would be required to submit binding bids to acquire the Company, (ii) the date by which the Company would be required to select a winning bidder, and (iii) the date by which the winning bidder and the Company would be required to enter into definitive documentation providing for an acquisition of the Company or a refinancing of its indebtedness with Blue Torch, in each case subject to the terms and conditions of the Extension Letters and the First A&R Limited Waiver. On May 8, 2023, the Company and Blue Torch entered into a first amendment to the First A&R Limited Waiver (the “First Amendment to First A&R Limited Waiver”) and an amended and restated letter agreement that, in each case, superseded

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Leases The Company has various operating leases for office space. Some leases include options to extend the lease term, generally at the Company's discretion. The leases generally provide for fixed annual rentals plus certain other costs. The Company's lease agreements do not include any material residual value guarantees or material restrictive covenants. Since the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of future lease payments. Upon the adoption of ASC Topic 842, Leases, the Company used the incremental borrowing rate on July 1, 2019 for all operating leases that commenced prior to that date. During the three months ended June 30, 2023, and 2022, lease expense was approximately $0.3 million and $0.4 million, respectively. During the six months ended June 30, 2023, and 2022, lease expense was were approximately $0.6 million and $0.8 million, respectively. The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: Undiscounted Cash Flows Weighted average remaining lease term in years 2.7 years Weighted average discount rate 5.50% As of June 30, 2023, the maturities of the Company's operating lease liabilities are as follows: Remainder of fiscal year ending December 31, 2023 $ 1,016,167 2024 1,954,575 2025 1,449,060 2026 1,453,734 2027 1,117,060 Thereafter 2,354,471 Total undiscounted operating lease payments 9,345,067 Less: Imputed interest (1,347,005) Total operating lease liabilities 7,998,062 Less: current portion of operating lease liabilities (1,598,693) Non-current operating lease liabilities $ 6,399,369

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	ContingenciesCommitments As of June 30, 2023, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Remaining 2023 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 1,016,167 $ 3,403,635 $ 2,570,794 $ 2,354,471 $ 9,345,067 Debt repayment (b) 1,912,500 7,650,000 62,156,250 — 71,718,750 Restructuring liabilities (c) 122,751 — — — 122,751 Acquisition liabilities (d) 9,346,504 — — — 9,346,504 Total $ 12,397,922 $ 11,053,635 $ 64,727,044 $ 2,354,471 $ 90,533,072 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. Lease obligations related to excess facilities associated with the Company wide restructuring plan are included within the operating lease obligations line. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility. (c) Restructuring liabilities relate primarily to future severance payments and other exit costs (d) Acquisition liabilities recorded on the balance sheet consist of the Company's obligations to the Converge Sellers arising from the Converge Acquisition. See Note 3 - Converge Direct Acquisition Contingencies In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. Partial Liquidated Damages For the three months ended June 30, 2022, approximately $3.6 million of partial liquidated damages charges were recorded and there were no such charges recorded for the three months ended June 30, 2023. For the six months ended June 30, 2023 and June 30, 2022, the Company recorded approximately $0.2 million and $3.6 million, respectively, of partial liquidated damages expense which was recorded within miscellaneous expenses on the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023 and December 31, 2022, the Company had approximately $0.9 million and $3.4 million, respectively, related to the outstanding partial liquidated damages, which is presented within the line contingent liability on the condensed consolidated balance sheets. As of June 30, 2023, approximately $3.6 million of liquidated damages were paid in cash and approximately $2.7 million was settled in common shares. On March 21, 2023, the Company disclosed on Form 8-K its intent to engage in negotiations with stockholders ("Series E Holders") of the Company's Series E Convertible Preferred Stock, par value $.01 per share ("Series E Preferred Stock") to waive certain provisions of the Securities Purchase Agreement (the "Series E Purchase Agreement') and the related Registration Rights Agreement each entered into on March 16, 2022 with the Series E Holders (the "Series E Registration Rights Agreement"), and to settle Series E Holders' claims for liquidated damages owed, if any, under the Series E Registration Rights Agreement. The Company provided each Series E Holder the same opportunity to enter into Settlement Agreements (the "Series E Settlement Agreements") on substantially identical terms. However, certain Series E Holders elected not to enter into Series E Settlement Agreements, notwithstanding the effective termination of the Series E Purchase Agreement and related documents (other than certain rights surviving under the Series E Registration Rights Agreement, to which all Series E Holders continue to be equally entitled). The maximum liquidated damages before interest was capped at $7.0 million. See Note 11 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for more information related to the partial liquidated damages. 401K Matters In the calendar year 2022, the Company discovered that it had not made the safe harbor non-elective employer contributions to the Troika Design 401k plan in 2017 pursuant to its 3% formula under plan terms, and the Company corrected that contribution for the affected participants, with earnings, in 2022. The Company also discovered that it did not make the three (3%) percent safe harbor non elective employer contributions to the 401k plan for plan years 2018 through 2022. When the error was discovered in 2022, the Company attempted to correct the error by performing the applicable non-discrimination tests and by making qualified non-elective contributions ("QNECs") to affected participant accounts. However, as the administration of the 401k plan did not conform to the plan terms with respect to the three (3%) percent employer contribution, additional correction is required. Although the Company is evaluating the appropriate corrective approach, the Company has accrued approximately $1.2 million related to the safe harbor 2018 – 2022 contributions, as of June 30, 2023. Legal Matters We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. Machinist Litigation On February 7, 2023, Robert Machinist, the former Chief Executive Officer and Chairman of the Board, filed a Complaint against the Company in the Supreme Court of the State of New York in a case styled Robert Machinist v. Troika Media Group, Inc., No. 650728/2023. Mr. Machinist alleged that the Company breached a Separation Agreement between Mr. Machinist and the Company, dated May 19, 2022, by not paying certain severance and other benefits. The Complaint sought damages with interest, a declaration that Mr. Machinist is entitled the payments sought by the Complaint (and an injunction compelling the Company to pay them), and an award of Mr. Machinist’s costs incurred in connection with the litigation. On May 15, 2023, the Company entered into a settlement agreement with Mr. Machinist pursuant to which Mr. Machinist dismissed his claims against the Company with prejudice in exchange for a cash settlement payment which was paid on May 17, 2023. See also "Subsequent Events" of this Quarterly Report on Form 10-Q for a description of additional Legal Matters, which such matters in the opinion of management if a final outcome was negative could have a material adverse effect upon our financial condition, results of operations or cash flows .

Equity

Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Equity	Equity Common Stock The Company filed a shelf registration statement on Form S-3 (referred to herein as the “Shelf Registration Statement”) (file no. 333-271189) with the SEC on April 7, 2023 which was amended on April 28, 2023 and declared effective by the SEC on May 23, 2023. Under the Shelf Registration Statement, the Company may from time to time sell any combination of securities described therein in one or more offering up to a total dollar amount of $150 million. The Company also filed a registration statement on Form S-3 (File no. 333-271889) with the SEC on May 12, 2023, which was declared effective on May 26, 2023, to register the resale of 427,708 shares of Common Stock issued to certain current and former Series E Holders under the Series E Settlement Agreements. On May 24, 2023, the Company entered into an At Market Issuance Sales Agreement ("ATM Sales Agreement"), with B. Riley Securities, Inc., to sell shares of our Common Stock, with aggregate gross proceeds of $70 million through an "at-the-market" equity offering program under which the ATM Agent agreed to act as sales agent or principal from time to time. Under the ATM Sales Agreement, the ATM Agent may sell shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The ATM Agent will use commercially reasonable efforts to sell the shares of Common Stock from time to time, based upon instructions from the Company. Any shares of Common Stock sold under the ATM Sales Agreement will be issued pursuant to the Company’s Shelf Registration Statement (file no. 333-271189), as supplemented by the prospectus supplement dated May 24, 2023. A copy of the prospectus supplement may be obtained on the SEC’s website at www.sec.gov. The foregoing description of the material terms of the ATM Sales Agreement is qualified in its entirety by reference to the full ATM Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and which is incorporated herein by reference. For the period ended June 30, 2023, the Company sold a total of 120,628 shares of Common Stock under the ATM Sales Agreement for aggregate gross proceeds of approximately $0.5 million at an average selling price of $4.19 per share, resulting in net proceeds of approximately $0.0 million after deducting commissions and other transaction costs of approximately $0.5 million. The cash deposits received from the ATM issuance are held by the ATM Agent and must be paid to Blue Torch in accordance with the terms of the Financing Agreement. On June 20, 2023, the Nasdaq staff notified the Company that the Company had regained compliance with the Minimum Bid Price Rule based on the closing bid price of Common Stock having been at $1.00 per share or greater for 10 consecutive business days. For additional detail, see the Company’s Current Reports on Form 8-K filed with the SEC on May 18, 2023 and June 21, 2023. Reverse stock split On June 1, 2023, we effected the Reverse Split. All historical share amounts disclosed in this quarterly report on Form 10-Q have been retroactively restated to reflect the Reverse Split and subsequent share exchange. No fractional shares were issued as a result of the Reverse Split as fractional shares of Common Stock were rounded up to the nearest whole share. The number of authorized shares of Common Stock before the Reverse Split was 800,000,000. After the Reverse Split, the number of authorized shares of common Stock was 32,000,000. There was no change in par value as result of the Reverse Split. Stock Compensation See Note 15 to the consolidated financial statements included in the Company’s Transition Report on Form 10-KT (as amended by Form 10-KT/A) for the six months ended December 31, 2022 for more information regarding (i) 2021 Employee, Director & Consultant Equity Incentive Plan (the “2021 Plan”), and (ii) Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Equity Plan” and together with the 2021 Plan, the "Equity Incentive Plan"). Share-based compensation expense, presented within selling, general and administrative expenses and direct operating expenses, was approximately $0.3 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively. Share-based compensation expense was approximately $0.9 million and $13.3 million for the six months ended June 30, 2023 and 2022, respectively. See also "Subsequent Events" of this Quarterly Report on Form 10-Q for a description of the 2023 Troika Employee Incentive Plan. Non-Qualified Stock Options (“NQSOs”) Award Activity Under the Equity Incentive Plan the Company grants options to purchase shares of the Common Stock to employees and affiliates of the Company. These options are time based and vest over the contractual term. The options granted are approved by the Company's Compensation Committee. The Company accounts for forfeitures as they occur; therefore, stock-based compensation expense has been calculated based on actual forfeitures in the Company's consolidated statements of comprehensive loss. The following table summarizes activity relating to holders of the Company’s NQSOs for the six months ended June 30, 2023: Number of: Nonperformance based vesting NQSO's Weighted average exercise price Weighted Average remaining contractual term (in years) Aggregate Intrinsic value Balance: December 31, 2022 198,849 $ 23.28 1.14 $ — June 30, 2023 102,517 $ 20.05 0.97 $ — Exercisable at: December 31, 2022 127,013 $ 24.26 0.30 $ — June 30, 2023 43,675 $ 18.74 0.44 $ — For the three and six months ended June 30, 2023 the Company recognized stock compensation expense for options of approximately $0.0 million and $0.1 million , respectively. For the three and six months ended June 30, 2022 the Company recognized stock compensation expense for options of approximately $0.2 million and $0.5 million, respectively. For the three months ended June 30, 2023, approximately eighty thousand options were forfeited. As of June 30, 2023, total unrecognized share-based compensation related to unvested options was approximately $0.4 million, and the weighted-average remaining vesting period for these awards was approximately one year and eleven months. Restricted Share Units Award Activity Pursuant to the Company’s 2021 Plan the Company issues Restricted Share Units ("RSUs") in consideration for employee and consultant services. RSUs issued under the Plan may be exercised in accordance with the applicable grant notice. The Company has also issued RSUs outside of the Plan in accordance with the Converge transaction to certain Converge Sellers, these RSUs may also be exercised in accordance with the applicable grant notice. The Company records stock-based compensation based on the grant date fair value of the awards. The Company recognizes the fair value of restricted stock awards that do not contain a performance condition as expense using the straight-line method over the requisite service period of the award. The Company accounts for forfeitures as they occur; therefore, stock-based compensation expense has been calculated based on actual forfeitures in the Company's consolidated statements of comprehensive loss. The following table summarizes activity relating to holders of the Company’s RSUs issued under the Plan for the six months ended June 30, 2023: Number of: Nonperformance based vesting RSU's Weighted-Average Outstanding award balance at December 31, 2022 42,000 $ 23.75 Granted — — Exercised — — Forfeited — — Outstanding award balance at June 30, 2023 42,000 $ 23.75 Vested 32,000 $ 25.84 Unvested 10,000 $ 37.40 During the three and six months ended June 30, 2023 the Company recognized stock compensation expense related to restricted stock units of approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2022 the Company recognized stock compensation expense related to restricted stock units of approximately $0.4 million and $8.5 million , respectively. Further, during the six months ended June 30, 2023, certain executives of Converge vested 46,667 restricted stock units that were issued outside of the 2021 Equity Incentive Plan. As of June 30, 2023, there was 93,333 unvested restricted stock units associated with the Converge executives who were issued restricted stock units outside of the 2021 Equity Incentive Plan. As of June 30, 2023, total unrecognized share-based compensation related to unvested restricted stock units was approximately $2.2 million, and the weighted-average remaining vesting period for the awards is approximately one year and one month. Earnings per Share Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. The computation of diluted net loss per share does not include dilutive Common Stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive Common Stock equivalents as of June 30, 2023 and 2022, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and a net loss: June 30, 2023 June 30, 2022 Convertible preferred stock 224 15,253 Stock options 43,675 144,673 Stock warrants 163,213 270,849 Financing warrants 4,600 2,810,801 Restricted stock units 135,333 178,000 Total 347,045 3,419,576 Series E Preferred Shares On March 16, 2022, the Company entered into the Series E Purchase Agreement with certain institutional investors to issue and sell in a private offering an aggregate of $50.0 million of securities, consisting of shares of Series E Preferred Stock and warrants to purchase (100% coverage) shares of Common Stock ("Series E Warrants"). Under the terms of the Series E Purchase Agreement, the Company agreed to sell 500,000 shares of its Series E Preferred Stock and Series E Warrants to purchase up to 1,333,333 shares of the Common Stock. Each share of the Series E Preferred Stock has a stated value of $100 per share and is convertible into shares of Common Stock at a conversion price of $37.5 per share subject to adjustment. The Series E Preferred Stock is perpetual and has no maturity date. The Series E Preferred Stock is not subject to any mandatory redemption or other similar provisions. All future shares of other Company preferred tock shall rank junior to the Series E Preferred Stock, except if at least a majority of the Series E Preferred Stock expressly consent, to the creation of the parity stock of senior preferred stock. The Conversion Price of the Series E Preferred Stock and the exercise price of the Series E Warrants is subject to adjustment for: (a) stock dividends and stock distributions; (b) subsequent rights offerings; (c) pro rata distributions; and (d) certain fundamental transactions. The Conversion Price is also subject to downward adjustment (the “Registration Reset Price”) to the greater of (i) eighty (80%) percent of the average of the ten (10) lowest daily VWAPs during the forty (40) trading day period beginning on and including the Trading Day immediately follow the effective date of the initial Registration Statement in July 2022, and (ii) the Floor Price of $6.25 per share. The Company issued accompanying Common Stock Purchase Warrants (the “Warrants”) exercisable for five (5) years at $50.0 per share, to purchase an aggregate of 1,333,333 shares of Common Stock. The exercise price is subject to the same Registration Reset Price, as described above. The Floor Price is $6.25 per share. At the time of the closing of the Purchase Agreement, using the Black-Scholes model, the Company recorded a fair value of approximately $28.4 million on the balance sheet within derivative liabilities - financing warrants. At June 30, 2022, the fair value of such warrants was $28.4 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $0.6 million. At December 9, 2022, the date of the mark to market revaluation, the fair value of such warrants was approximately $10.2 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $20.0 million. The Series E Preferred Stock and Series E Warrants include certain reset and anti-dilution provisions that could reduce the conversion prices and exercise prices thereof down to $6.25 (the “Floor Price”) which was a significant discount to the then current market price. For purposes of complying with Rule 5635(d) of the Nasdaq Stock Market rules, the shareholders approved the issuance of more than 19.99% of the current total issued and outstanding shares of Common Stock upon conversion of the Series E Preferred Stock and exercise of the Warrants, including, but not limited to, reducing the conversion price to the Floor Price. In addition, as reported pursuant to the Information Statement field on Schedule 14C on March 14, 2022 with the SEC, the Majority Stockholders approved the amendment to Article Three of the Articles of Incorporation to reflect an increase in the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 36,600,000 shares to 57,000,000 shares, such shares being designated as follows: (i) 32,000,000 shares of Common Stock, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share. The foregoing does reflect changes to the authorized and issued shares from the Reverse Stock Split which occurred on June 1, 2023. On September 26, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with each holder of our Series E Preferred Stock (each a “Series E Holder”), pursuant to which (i) each Series E Holder exchanged its existing warrant to purchase our Common Stock, dated March 16, 2022 (the “Old Warrants”), for new warrants to purchase our Common Stock (the “New Warrants”), and (ii) each Series E Holder consented to changes in the terms of the private investment in public equity (“PIPE”) placement effected by the Company on March 16, 2022 (the “New PIPE Terms”), including an amendment and restatement of the terms of our Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”). In consideration for the issuance of the New Warrants and the other New PIPE Terms, we will filed an amended and restated certificate of designation for the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on September 27, 2022 to effect certain changes contemplated by the Exchange Agreement. The New PIPE Terms effected the following changes, among others, to the rights Series E Holders: • New Warrant Exercise Price : The New Warrant exercise price per share of Common Stock is $13.75, provided that if all shares of Series E Preferred Stock issued pursuant to the Certificate of Designation are not repurchased by the Company on or prior to November 26, 2022, on such date, the exercise price per share of the New Warrants will revert to $50.00, subject to further adjustment as set forth in the New Warrant. In general, such further adjustments provide that, subject to acceleration by the holder thereof, after the Subsequent Adjustment Period, the exercise price is adjusted to the lesser of the exercise price then in effect or the greater of (i) the average of the ten (10) lowest daily volume-weighted average prices ("VWAPs") during the Subsequent Adjustment Period and (ii) $6.25. • Series E Conversion Price : The conversion price for the Series E Preferred Stock shall initially equal $10.00 per share, and so long as the arithmetic average of the daily VWAPs of the Common Stock for the calendar week prior to each of the following respective dates is lower than the Conversion Price at that time, the Conversion Price shall be downwardly adjusted by $6.25 on each of October 24, 2022, October 31, 2022, November 7, 2022, November 14, 2022, and November 21, 2022. The conversion price is subject to further adjustments upon conclusion of the Subsequent Adjustment Period, subject to acceleration by the holder thereof, to the lesser of the conversion price then in effect or the greater of (i) the average of the ten (10) lowest daily VWAPs during the Subsequent Adjustment Period and (ii) $6.25. • Standstill Period : The Series E Holders agreed to a 60-day standstill period ending on November 26, 2022 (the “Standstill Period”), during which each Series E Holder may convert not more than fifty (50%) percent of the Series E Preferred Stock held by such holder at the beginning of the Standstill Period. • Series E Buyout . During the Standstill Period the Company will use commercially reasonable efforts to raise funds to repurchase all outstanding shares of Series E Preferred Stock held by the Series E Holders at a purchase price of $100 per share, subject to the provisions of the Certificate of Designation. • Limitation on Sales: During the Standstill Period, the Purchasers agreed not to sell shares of the Common Stock for a price less than $7.50 per share. • Liquidated Damages: The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which was paid during the three months ended June 30, 2022. The Company accrued an additional $0.2 million for the six months ended June 30, 2023 which is recorded in miscellaneous income (expense) on the statements of operations and comprehensive income (loss). See below for additional detail. The Company paid to the Series E Holders all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which has been paid. On March 31, 2023, the Company entered into Settlement Agreements (the “Settlement Agreements”) with certain former holders of its Series E Preferred Stock (the “Purchasers”) who constituted the registered or beneficial owners of more than 50.1% of the Registrable Securities under, and defined in, the Registration Rights Agreement, and more than 50.1% of the Series E Preferred Stock originally purchased under the Purchase Agreement. As such, in accordance with the terms of the Registration Rights Agreement and the Purchase Agreement, as applicable, as of March 31, 2023 (the “Effective Date”), each such agreement and all rights and obligations thereunder were terminated and deemed of no further force and effect as of such date. In addition, effective as of the Effective Date, the Settlement Agreements contain a release of any and all claims against the Company and its subsidiaries that such Purchaser (or its affiliates) may have purported to have against the Company or its subsidiaries under such agreements; provided, however, that the Purchasers will maintain their respective “Piggy-Back Registration Rights” under Section 6(d) of the Registration Rights Agreement. In exchange for the release by the Purchasers of any and all claims for liquidated damages under the Registration Rights Agreement, the Company delivered to each Purchaser a number of shares of Common Stock equal to the dollar amount of liquidated damages purportedly owed to each such Purchaser multiplied by four (4). The Company agreed to prepare and file with the SEC a resale registration statement on Form S-3 covering such Common Stock (the “Resale Registration Statement”), which was declared effective on May 26, 2023 (file no. 333-271889). As of June 30, 2023, the Company had settled with the Purchasers and issued common shares. For the six months ended June 30, 2023, 304,838 shares of Series E Preferred Stock were converted into approximately 4.9 million shares of Common Stock, at a conversion price of $6.25. The Company recorded the $2.7 million share settlement as equity within its condensed consolidated balance sheets. The foregoing reflects changes to the authorized and issued shares from the Reverse Stock Split which occurred on June 1, 2023. Some Series E Holders have not settled with the Company and continue to advocate for payment of liquidated damages under the Registration Rights Agreement. As of June 30, 2023, fourteen (14) shares of Series E Preferred Stock were issued and outstanding. The Company accrued an additional $0.2 million of interest related to the liquidated damages during the six months ended June 30, 2023 for Series E Holders who have not entered into a Settlement Agreement.

Related Party

Related Party	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party	Related Party Converge Sellers During the quarter ended June 30, 2022, in connection with the Converge Acquisition, the Company incurred amounts due to the Converge Sellers totaling $9.3 million. The Converge Sellers include Mr. Toama and Mr. Marianacci, Mike Carrano, Head of Supply Solutions of the Converge subsidiaries, and Maarten Terry, employee and sixty (60%) percent owner of CMS, all are party to the amounts due. The Converge subsidiaries are wholly owned subsidiaries of the Company. As of June 30, 2023, and December 31, 2022, $9.3 million was outstanding and included on the balance sheet under acquisition liabilities. Media Resource Group ("MRG") Mr. Marianacci, who is an employee of the Company and one of the Converge Sellers, serves as an owner and executive director of Media Resource Group (“MRG”) company that entered into a service agreement with the Company , dated January 1, 2007 , under which MRG agreed to provide certain media services to the Company. On September 29, 2023, Mr. Marianacci submitted his resignation to the Company. See also "Subsequent Events" of this Quarterly Report on Form 10-Q for further information. For the three months ended June 30, 2023, and June 30, 2022, the Company incurred approximately $0.4 million and $0.5 million, respectively, for services performed by MRG. For the six months ended June 30, 2023 and 2022 the Company incurred approximately $0.8 million and $0.5 million, respectively, for services performed by MRG. Additionally, amounts due to MRG as of June 30, 2023, and December 31, 2022, were approximately $0.2 million and are reflected within the accounts payable line on its condensed consolidated balance sheets. On July 26, 2023, the Company informed MRG of its intent to cease all future business with MRG. See also "Subsequent Events" of this Quarterly Report on Form 10-Q for further information on future business with MRG and Mr. Marianacci. Converge Marketing Services ("CMS") The Company has an Exclusive Services Agreement with CMS, a 40% owned entity, to provide advertising and related services. CMS and the Company operate with a managed service relationship whereby the expenses incurred by the Company relating to the out-of-pocket costs associated with media campaigns are reimbursed by CMS and the Company receives management fee income. The Company recognizes revenue on a gross basis as the principal since it controls the marketing services before delivery to the customer and is primarily responsible for fulfilling the promise to provide the services to the customer. According to ASC 606-10-55-37A, which explains the principal versus agent guidance for when another party is involved in providing goods or services to a customer, a principal obtains control when the right to a service to be performed by the other party (vendor), which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf. Given that the Company has discretion of how media spend is allocated and optimized and can direct a third party to provide media services, the Company is deemed to be the principal. For the three months ended June 30, 2023, and 2022, the Company generated gross managed service revenue of approximately $7.7 million and $10.7 million, respectively, of which $0.8 million and $1.2 million was management fee revenue. For the six months ended June 30, 2023 and 2022, the Company generated gross managed service revenue of approximately $20.5 million and $10.7 million, respectively, of which $2.0 million and $1.3 million was management fee revenue. For the six months ended June 30, 2022, activity from CMS was for the period March 22, 2023 to June 30, 2023. As of June 30, 2023, and December 31, 2022, the Company recorded approximately $2.6 million and $3.7 million, respectively, as amounts due from CMS within the accounts receivable line on its condensed consolidated balance sheets. At the acquisition date and as of June 30, 2023, the Company's carrying amount of the investment was insignificant. The Company reflects its share of gains and losses of the investment in other income and expenses in the condensed consolidated statements of operations and comprehensive loss using the most recently available earnings data at the end of the period. U nion Ventures Limited purchase of Mission-Media Holdings Limited On August 1, 2022, Troika-Mission Holdings, Inc., (“TM Holdings"), a subsidiary of the Company, entered into an Equity Purchase Agreement with Union Ventures Limited, a company organized under the law of England and Wales ("UVL"). UVL is a company owned by Union Investments Management Limited, which is a stockholder of the Company and affiliated with Daniel Jankowski, a former director of the Company, and Thomas Ochocki, a current Director of the Company. UVL purchased from TM Holdings, all of TM Holdings’ right, title, and interest in and to the shares (the "Mission UK Shares") of Mission-Media Holdings Limited, a private limited company incorporated under the laws of England and Wales (“Mission Holdings”), including Mission UK’s subsidiary, Mission-Media Limited, a company organized under the laws of England and Wales (“Mission Media UK”). As consideration for all the Mission UK Shares, UVL paid TM Holdings an aggregate purchase price of $1,000 USD. Mr. Ochocki recused himself from the decision to sell the Mission UK Shares to UVL. Union Eight Limited and Mission Media Limited On July 1, 2021 Mission Media UK entered into a Consultancy Agreement with Service Company (the “U8L Consultancy Agreement”) with Union Eight Limited (“U8L”) in which U8L agreed to interface with investors and provide strategic advice related to Mission Media UK in exchange for a start-up fee of £150,000 and a monthly retainer of £25,000. In 2022, the U8L Consultancy Agreement was terminated prior to the expiration of its 2-year term in exchange for a termination payment. U8L is a current stockholder of the Company and is affiliated with Thomas Ochocki, a current director of the Company and former director of Mission Media UK. Daniel Jankowski, a former director of the Company and Mission Media UK, is also affiliated with U8L. U8L was also granted Company Restricted Stock Units. Ochocki Director Letter In connection with the subscription for Company shares by Mr. Peter Coates, the Company executed an agreement with Mr. Coates dated May 5, 2017 agreeing that for so long as Mr. Coates (or any of his family members, trusts, or investment vehicles) or Mr. Ochocki owns any shares in the Company, Mr. Ochocki will serve as a director of the Company as Mr. Coates’ designee. See also "Subsequent Events" below for a discussion on the Areté Engagement Letter (as defined below).

Restructuring

Restructuring	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring Initiated in the fourth quarter of the fiscal year ended June 30, 2022, the Company underwent organizational changes to further streamline operations. This restructuring program includes workforce reductions, closure of excess facilities, and other charges. The restructuring program resulted in costs incurred primarily for (1) workforce reduction of 113 employees across certain business functions and operating units, (2) abandoned or excess facilities relating to lease terminations and non-cancelable lease costs and (3) other charges, which include but are not limited to legal fees, regulatory/compliance expenses, and contractual obligations. Company management performed an analysis of the certain Troika, Mission, and Redeeem companies to determine whether discontinued operation classification was appropriate. In the evaluation, the Company considered ASC 205 Presentation of Financial Statements and specifically ASC 205-20 Discontinued Operations. Under that guidance, a disposal shall be reported in discontinued operations if the disposal represents a strategic shift that will have a major impact on an entity’s operations and financial results. The Troika, Mission, and Redeeem subsidiaries did not have a major impact on the Company's operations, and management did not consider them to be separate segments or geographic areas in our reported results. The subsidiaries were consolidated, operated within the same geographical areas, and provided similar professional services as the Converge business, which are marketing and advertising consultative services. Therefore, the Company does not believe this represented a strategic shift in business operations but a strategic overhaul in cost reduction, operating efficiencies and establishing a stable baseline for future scalable growth. Further, the Company considered if the abandonment of these subsidiaries had a major effect on the entities’ operations and financial results. We noted that the guidance does not provide any “bright lines” when evaluating the quantitative factors that would represent a strategic shift.  The Company does believe that these changes will deliver significant future cost savings to the consolidated entity in the form of selling, general and administrative costs as a result of the workforce reductions and excess facilities costs. Based on the quantitative analysis of the six months ended December 31, 2022 results, the Company noted that the total revenues from these certain subsidiaries only constituted three point six (3.6%) percent of total consolidated revenues, one (1%) percent of the total consolidated assets, and seven percent (7%) of total consolidated liabilities. Based on this analysis the Company determined there was not a significant impact on the Company’s operations and financial results. Therefore, discontinued operations reporting was not required.  For the three months ended June 30, 2023 and 2022 , the Company recorded approximately $0.3 million of net restructuring credits and $5.6 million in costs, respectively. Net restructuring credits for the three months ended June 30, 2023 primarily consisted of approximately $0.6 million of credits related to favorable settlements of executive and employee severance and benefit payments and the reclassification of approximately $0.3 million, of liabilities recorded in the first quarter 2023 related to potential severance payments, to accrued and other liabilities. These credits were partially offset by associated legal fees of approximately $0.6 million, which did not have a restructuring reserve liability. For the six months ended June 30, 2023 and 2022, the Company recorded approximately $0.1 million of net restructuring credits and $5.6 million in costs, respectively. Net restructuring credits for the six months ended June 30, 2023 primarily consisted of approximately $0.3 million in credits related to favorable settlements of executive and employee severance and benefit payments and the reclassification of approximately $0.3 million of restructuring liabilities related to potential severance payments to accrued and other liabilities. These credits were partially offset by associated legal fees of approximately $0.6 million, which did not have a restructuring reserve liability. The restructuring reserve liability is presented within the accrued and other current liabilities line within the consolidated balance sheets. The change in the restructuring reserve liability for the three and six months ended June 30, 2023 was as follows: Severance and termination costs Other exit costs Total Balance as of December 31, 2022 $ 496,599 $ 401,260 $ 897,859 Charges 327,000 — 327,000 Payments (69,968) — (69,968) Credits — (296,264) (296,264) Balance as of March 31, 2023 753,631 104,996 858,627 Charges — — — Payments (135,435) — (135,435) Credits (605,232) 4,791 (600,441) Balance as of June 30, 2023 $ 12,964 $ 109,787 $ 122,751 There was no restructuring reserve as of June 30, 2022.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Tax Disclosure	Income Taxes On each of June 30, 2023, and December 31, 2022, the accompanying condensed consolidated balance sheets include a tax liability of $0.1 million included on the condensed consolidated balance sheets within accrued expenses. The Company recorded income tax expense of $0.1 million for the three and six months ended June 30, 2023 and 2022. The Company's tax rate differs from the statutory rate of 21.0% due to the effects of state taxes, effects of permanent nondeductible expense, and valuation allowance. The Company's utilization of its NOL generated post December 31, 2017 is expected to be limited to eighty (80%) percent of taxable income.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Senior Secured Facility On July 14, 2023, the Company and Blue Torch entered into a second amendment to the First A&R Limited Waiver (the “Second Amendment to First A&R Limited Waiver”) pursuant to which Blue Torch agreed to extend the Outside Date from July 14, 2023, to July 28, 2023, subject to potential extension if a definitive written agreement was delivered on or prior to July 28 2023 providing for cash repayment in full of all obligations owed to Blue Torch or which was otherwise acceptable to Blue Torch. On July 28, 2023, the Company and Blue Torch entered into the third amendment to the First A&R Limited Wavier (the “Third Amendment to First A&R Limited Waiver”) pursuant to which Blue Torch agreed to extend the Outside Date from July 28, 2023, to August 28, 2023, subject to potential extension if a definitive written agreement was delivered on or prior to August 28, 2023 providing for cash repayment in full of all obligations owed to Blue Torch or which was otherwise acceptable to Blue Torch. On August 22, 2023, the Company and Blue Torch entered into a fourth amendment to the First A&R Limited Waiver effective as of August 18, 2023 (the “Fourth Amendment to First A&R Limited Waiver”) pursuant to which Blue Torch agreed to extend the Outside Date from August 28, 2023 to September 29, 2023, subject to potential extension if a definitive written agreement is delivered on or prior to September 29, 2023 providing for cash repayment in full of all obligations owed to Blue Torch or which is otherwise acceptable to Blue Torch. On September 22, 2023, the Company and Company Subsidiaries entered into the First Amendment to Financing Agreement (the "First Amendment to Financing Agreement”) with Blue Torch and the Lenders. The First Amendment to Financing Agreement amends the Financing Agreement by adding provisions for the use of secured overnight financing rate loans in place of LIBOR rate loans. On September 29, 2023, Blue Torch and the Company entered into a Second Amended and Restated Limited Waiver (the “Second A&R Limited Waiver”) of certain Specified Events of Default under the Financing Agreement, as amended by the First Amendment. The Second A&R Limited Waiver amends and restates the First A&R Limited Waiver. The Company and Blue Torch entered into the Second A&R Limited Wavier to, among other things, (i) waive certain Specified Events of Default including any failure of the Company to make the quarterly principal and interest payments due to be paid on or about September 30, 2023 under the Financing Agreement; and (ii) extend the Outside Date. The Second A&R Limited Waiver will expire on the earliest of (x) the occurrence of an Event of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale and refinancing milestones set forth in a side letter agreed by the Company and the Lenders and (z) a revised Outside Date of October 13, 2023 (the “Current Waiver Period”). On October 13, 2023, the Company and Blue Torch entered into the first amendment to the Second A&R Limited Waiver effective as of October 13, 2023 (the “First Amendment to Second A&R Limited Waiver”) pursuant to which Blue Torch agreed to extend the Outside Date from October 13, 2023 to October 20, 2023. The Company is currently in negotiations with Blue Torch to extend the Outside Date. The Second A&R Limited Waiver concerns events of default that relate to the Company’s existing and anticipated failures to satisfy certain financial and non-financial covenants under the Financing Agreement. If the Company is unsuccessful in curing the continuing events of default by the expiration of the Current Waiver Period, the Company intends to seek further extensions of the Current Waiver Period with Blue Torch and the Lenders, although we cannot assure you that Blue Torch and the Lenders would be willing to grant extensions. If the Company failed to obtain an extension, the Company would be in default under the Financing Agreement and the Lenders would be able to exercise remedies available to them under the Financing Agreement. Any such action would likely have a material adverse effect on the Company and its financial condition. The foregoing summaries do not purport to be complete and is subject to, and qualified in its entirety by, the Second Amendment to First A&R Limited Waiver, the Third Amendment to First A&R Limited Waiver and Fourth Amendment to A&R Limited Waiver filed with our Current Reports on Form 8-K filed with the SEC on July 17, 2023, July 28, 2023 and August 28, 2023, respectively, the First Amendment to Financing Agreement filed with our Current Reports on Form 8-K filed with the SEC on September 27, 2023, the Second A&R Limited Waiver filed with our Current Reports on Form 8-K filed with the SEC on October 4, 2023 the First Amendment to Second A&R Limited Waiver filed with our Current Reports on Form 8-K with the SEC on October 18, 2023 . Converge Sellers On July 17, 2023, the Converge Sellers in their capacities as the sellers of Converge filed a complaint (the “Complaint”) under the caption Carrano et al. v. Troika Media Group, Inc. and CD Acquisition Corporation , Case No. 653449/2023 (the “Action”) in the Supreme Court of the State of New York, New York County against the Company and CD (together, the “Defendants”). On August 8, 2023, Mr. Toama, who was Chief Executive Officer of the Company, withdrew from the Action without prejudice. Mr. Toama recused himself from all deliberations by the Board concerning the Action. The Board also formed a Special Litigation Committee composed of Board members Randall Miles, Grant Lyon, Jeffrey Stein, and Wendy Parker with delegated full power to evaluate, investigate, review, and analyze the facts and circumstances surrounding the Action. The Complaint generally alleges that the Defendants owe sums to the Converge Sellers under the MIPA. The Complaint seeks, among other things, a judgment that the Defendants breached the MIPA and damages relating to the purported breach. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that a negative final outcome of this matter could have a material adverse effect on its business, operating results, financial condition or cash flow. Nothing in this Quarterly Report on Form 10-Q shall be deemed an admission of liability in respect of the Action. Departure of Chief Executive Officer and Chief Financial Officer and appointment of Interim Chief Executive Officer and Interim Chief Financial Officer On August 14, 2023, the Company terminated the employment of Mr. Toama, its former Chief Executive Officer, for “Cause,” pursuant to the terms of his employment agreement. Mr. Toama was deemed to have resigned from the Board immediately upon his termination, pursuant to the terms of his employment agreement. The Company has also terminated the employment of Erica Naidrich, its former Chief Financial Officer, for “Cause,” pursuant to the terms of her employment agreement. The Board determined that “Cause” existed to terminate the employment of Mr. Toama and Ms. Naidrich pursuant to the terms of their respective employment agreements, including, among other things, for engaging in acts of gross misconduct that are materially injurious to the Company. Effective August 14, 2023, the Company appointed Grant Lyon, a current member of the Board, as the Company’s Interim Chief Executive Officer and Eric Glover as the Company’s Interim Chief Financial Officer. The Company entered into an engagement letter (the “Areté Engagement Letter”) with Areté Capital Partners, LLC (“Areté”), a consulting firm founded and owned by Mr. Lyon pursuant to which Areté will make Messrs. Lyon and Glover available to serve as the Interim Chief Executive Officer and Interim Chief Financial Officer, respectively. The foregoing summary of the Areté Engagement Letter does not purport to be complete and is subject to, and qualified in its entirety by the Areté Engagement Letter filed with our Current Reports on Form 8-K filed with the SEC on August 15, 2023. Both Mr. Toama and Ms. Naidrich have disputed whether they were properly terminated for "Cause". Notice of Non-Compliance On August 22, 2023, the “Company received a delinquency notification letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Q2 2023 Form 10-Q”). Nasdaq has informed the Company that the Company must submit a plan of compliance (the “Plan”) within sixty (60) days (the "Plan Deadline") addressing how it intends to regain compliance with Nasdaq’s listing rules or otherwise file the Q2 2023 Form 10-Q before the expiration of such sixty (60) day period. Because the Company has filed this Quarterly Report on 10-Q for the quarter ended June 30, 2023 before the Plan Deadline, the Company will not be required to submit a Plan to Nasdaq by the Plan Deadline. MRG On July 26, 2023, the Company informed MRG of its intent to cease all future business with MRG. It is expected that the Company will be able to source the same services from alternative vendors and that current orders with MRG will be completed by mid-October 2023. Resignation of Thomas Marianacci On September 28, 2023, Thomas Marianacci submitted his resignation to the Company. Mr. Marianacci claims to have resigned with "Good Reason" under the terms of his employment agreement. The Company does not agree and views Mr. Marianacci's resignation as voluntary. 2023 Incentive Plan

Accounting Policies (Policies)

Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amount of revenues and expenses. Such estimates include the valuation of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Converge Acquisition, stock-based compensation, and deferred tax assets. Management believes its use of estimates in the condensed consolidated financial statements to be reasonable.
Restricted Cash	Restricted cash of approximately $0.4 million as of June 30, 2023, consists of cash deposits received from the at-the-market ("ATM") issuance held by B.Riley Securities, Inc., our agent for sale of Common Stock under the ATM ("ATM Agent") and must be paid to Blue Torch in accordance with the terms of the Financing Agreement. There was no restricted cash balance as of December 31, 2022.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” ("ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The Company has adopted the guidance effective January 1, 2023. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. Recently Issued Accounting Pronouncements Not Yet Adopted Not Applicable.

Converge Direct Acquisition (Ta

Converge Direct Acquisition (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Purchase Price Allocation	The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000
Schedule of Intangible Assets	The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows: Intangible Assets: Preliminary Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000
Schedule of Pro Forma Information	The following unaudited pro forma information presents the combined results of operations as if the acquisition of Converge had been completed on January 1, 2022. For the six months ended June 30, 2022 Revenue $ 155,924,997 Cost of revenue 128,643,653 Gross profit 27,281,344 Operating expenses (50,638,734) Operating loss (23,357,390) Other expenses (6,668,896) Net loss $ (30,026,286)

Revenue and Accounts Receivab_2

Revenue and Accounts Receivable (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Information about Current Contract Balances from Contracts with Customers	The following table provides information about current contract balances from contracts with customers: June 30, December 31, 2023 2022 Accounts receivable $ 15,197,469 $ 10,801,299 Deferred revenue $ 9,316,686 $ 6,209,442

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and equipment	Property and equipment consist of the following as of June 30, 2023, and December 31, 2022: June 30, December 31, Computer equipment $ 318,968 $ 820,000 Website design — 6,000 Office machine & equipment — 109,000 Furniture & fixtures 18,609 338,000 Leasehold improvements 154,383 436,000 Total Property and equipment 491,960 1,709,000 Less: accumulated depreciation (168,110) (1,090,000) Property and equipment, net $ 323,850 $ 619,000

Amortizable Intangible Assets_2

Amortizable Intangible Assets & Goodwill (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	The Company's intangible assets subject to amortization are as follows: June 30, December 31, Customer relationship $ 53,600,000 $ 53,600,000 Technology 10,400,000 10,400,000 Tradename 7,100,000 7,100,000 Total intangible assets 71,100,000 71,100,000 Less: accumulated amortization (10,413,889) (6,339,000) Total amortizable intangible assets, net $ 60,686,111 $ 64,761,000
Estimated Amortization Expense	As of June 30, 2023, estimated amortization expense related to the Company's intangible assets is as follows: Fiscal year ending December 31: Remaining 2023 $ 4,075,000 2024 8,150,000 2025 8,150,000 2026 8,150,000 2027 6,532,222 Thereafter 25,628,889 Total $ 60,686,111

Credit Facilities (Tables)

Credit Facilities (Tables)	6 Months Ended
	Jun. 30, 2023
NOTE PAYABLE
Schedule of Long-Term Debt	Debt related to the Senior Secured Credit Facility, Convertible Note Payable, and Related Party Note Payable consisted of the following: Effective Interest Rate June 30, 2023 December 31, 2022 Senior Note due 2026 (1) 17.1 % $ 65,624,508 $ 66,385,055 Convertible Note 60,006 60,006 Related Party Note — 30,000 Total debt 65,684,514 66,475,061 Less: current portion 1,671,450 1,641,217 Long-term debt, excluding current portion $ 64,013,064 $ 64,833,844 (1) Includes unamortized discount and issuance costs of approximately $6.1 million and $7.2 million, as of June 30, 2023 and December 31, 2022, respectively.
Schedule of Maturities of Long-Term Debt	At June 30, 2023, the principal payments required under the Term Loan Facility are as follows: Fiscal year ending December 31: Remaining 2023 $ 1,912,500 2024 3,825,000 2025 3,825,000 2026 62,156,250 Total maturities $ 71,718,750

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Lessee, Operating Lease, Liability, Maturity	The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: Undiscounted Cash Flows Weighted average remaining lease term in years 2.7 years Weighted average discount rate 5.50% As of June 30, 2023, the maturities of the Company's operating lease liabilities are as follows: Remainder of fiscal year ending December 31, 2023 $ 1,016,167 2024 1,954,575 2025 1,449,060 2026 1,453,734 2027 1,117,060 Thereafter 2,354,471 Total undiscounted operating lease payments 9,345,067 Less: Imputed interest (1,347,005) Total operating lease liabilities 7,998,062 Less: current portion of operating lease liabilities (1,598,693) Non-current operating lease liabilities $ 6,399,369

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Commitments	As of June 30, 2023, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Remaining 2023 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 1,016,167 $ 3,403,635 $ 2,570,794 $ 2,354,471 $ 9,345,067 Debt repayment (b) 1,912,500 7,650,000 62,156,250 — 71,718,750 Restructuring liabilities (c) 122,751 — — — 122,751 Acquisition liabilities (d) 9,346,504 — — — 9,346,504 Total $ 12,397,922 $ 11,053,635 $ 64,727,044 $ 2,354,471 $ 90,533,072 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. Lease obligations related to excess facilities associated with the Company wide restructuring plan are included within the operating lease obligations line. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility. (c) Restructuring liabilities relate primarily to future severance payments and other exit costs (d) Acquisition liabilities recorded on the balance sheet consist of the Company's obligations to the Converge Sellers arising from the Converge Acquisition. See Note 3 - Converge Direct Acquisition

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Stock Options Roll Forward	The following table summarizes activity relating to holders of the Company’s NQSOs for the six months ended June 30, 2023: Number of: Nonperformance based vesting NQSO's Weighted average exercise price Weighted Average remaining contractual term (in years) Aggregate Intrinsic value Balance: December 31, 2022 198,849 $ 23.28 1.14 $ — June 30, 2023 102,517 $ 20.05 0.97 $ — Exercisable at: December 31, 2022 127,013 $ 24.26 0.30 $ — June 30, 2023 43,675 $ 18.74 0.44 $ —
Schedule of RSU Activity	The following table summarizes activity relating to holders of the Company’s RSUs issued under the Plan for the six months ended June 30, 2023: Number of: Nonperformance based vesting RSU's Weighted-Average Outstanding award balance at December 31, 2022 42,000 $ 23.75 Granted — — Exercised — — Forfeited — — Outstanding award balance at June 30, 2023 42,000 $ 23.75 Vested 32,000 $ 25.84 Unvested 10,000 $ 37.40
Dilutive Common Stock Equivalents	The following are dilutive Common Stock equivalents as of June 30, 2023 and 2022, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and a net loss: June 30, 2023 June 30, 2022 Convertible preferred stock 224 15,253 Stock options 43,675 144,673 Stock warrants 163,213 270,849 Financing warrants 4,600 2,810,801 Restricted stock units 135,333 178,000 Total 347,045 3,419,576

Restructuring (Tables)

Restructuring (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Reserve Components	The change in the restructuring reserve liability for the three and six months ended June 30, 2023 was as follows: Severance and termination costs Other exit costs Total Balance as of December 31, 2022 $ 496,599 $ 401,260 $ 897,859 Charges 327,000 — 327,000 Payments (69,968) — (69,968) Credits — (296,264) (296,264) Balance as of March 31, 2023 753,631 104,996 858,627 Charges — — — Payments (135,435) — (135,435) Credits (605,232) 4,791 (600,441) Balance as of June 30, 2023 $ 12,964 $ 109,787 $ 122,751 There was no restructuring reserve as of June 30, 2022.

Description of Business and B_2

Description of Business and Basis of Presentation (Details)	Jun. 01, 2023	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares	Mar. 21, 2022 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split ratio	0.04
Common stock, par or stated value per share (in USD per share)		$ 0.001	$ 0.001	$ 0.01

Accounting Policies (Details)

Accounting Policies (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Restricted cash	$ 447,285	$ 0

Converge Direct Acquisition (De

Converge Direct Acquisition (Details) - USD ($)	Mar. 22, 2022	Nov. 22, 2021	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Consideration	$ 114,638,000
Acquisition liabilities			$ 9,346,504	$ 9,293,402
Converge Acquisition
Business Acquisition [Line Items]
Purchase price in cash	125,000,000
Consideration	114,900,000
Purchase price	65,900,000
Cash held in escrow	29,100,000
Working capital withheld	$ 5,000,000
Acquisition contingency term	12 months
Remaining payments	$ 25,000,000
Shares issued (shares)	12,500,000
Equity interests issued (dollars per share)	$ 1.19
Equity interests issued, value	$ 14,900,000
Lock up period	9 months
Total purchase price		$ 2,500,000
Percentage of shares held in escrow		10%
Net present value	$ 4,700,000
Additional liability	$ 4,300,000
Days after closing, MIPA period	120 days
Converge Acquisition | Converge Marketing Services, LLC
Business Acquisition [Line Items]
Percentage of interest acquired	40%
Converge Acquisition | Common Stock
Business Acquisition [Line Items]
Share price (dollars per share)	$ 2
Shares issued (shares)		1,250,000
Converge Acquisition | Restricted Stock
Business Acquisition [Line Items]
Share price (dollars per share)	$ 2

Converge Direct Acquisition - S

Converge Direct Acquisition - Schedule of Purchase Price Allocation (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 22, 2022
Accounting Policies [Abstract]
Current assets				$ 33,856,000
Fixed assets				233,000
Other non-current assets				4,340,000
Intangible assets				71,100,000
Goodwill	$ 45,518,505	$ 45,518,505	$ 45,500,000	45,519,000
Current liabilities				(34,904,000)
Other non-current liabilities				(5,506,000)
Consideration				$ 114,638,000

Converge Direct Acquisition -_2

Converge Direct Acquisition - Schedule of Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Preliminary Fair Value	$ 71,100,000
Technology
Preliminary Fair Value	$ 10,400,000
Life in Years	5 years
Discount Rate	17.80%
Tradename
Preliminary Fair Value	$ 53,600,000
Life in Years	10 years
Discount Rate	17.80%
Tradename
Preliminary Fair Value	$ 7,100,000
Life in Years	10 years
Discount Rate	18.80%

Converge Direct Acquisition -_3

Converge Direct Acquisition - Schedule of Pro Forma Information (Details) - Converge Acquisition	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Revenue	$ 155,924,997
Cost of revenue	128,643,653
Gross profit	27,281,344
Operating expenses	(50,638,734)
Operating loss	(23,357,390)
Other expenses	(6,668,896)
Net loss	$ (30,026,286)

Revenue and Accounts Receivab_3

Revenue and Accounts Receivable - Schedule of Information about Current Contract Balances from Contracts with Customers (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 15,197,469	$ 10,801,299
Deferred revenue	$ 9,316,686	$ 6,209,442

Revenue and Accounts Receivab_4

Revenue and Accounts Receivable - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, term		60 days
Allowance for doubtful accounts	$ 0.9	$ 0.9		$ 1
Revenue recognized	$ 0.3	$ 0.4
Revenue Benchmark | Customer Concentration Risk | Five Customers
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		82%	67%

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property and equipment, gross	$ 491,960	$ 1,709,000
Less: accumulated depreciation	(168,110)	(1,090,000)
Property and equipment, net	323,850	618,699
Computer equipment
Property and equipment, gross	318,968	820,000
Website design
Property and equipment, gross	0	6,000
Office machine & equipment
Property and equipment, gross	0	109,000
Furniture & fixtures
Property and equipment, gross	18,609	338,000
Leasehold improvements
Property and equipment, gross	$ 154,383	$ 436,000

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 28	$ 56	$ 54	$ 89
Write-off of property and equipment	$ 0		$ 300

Amortizable Intangible Assets_3

Amortizable Intangible Assets & Goodwill (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Intangible assets, gross	$ 71,100,000	$ 71,100,000
Less: accumulated amortization	(10,413,889)	(6,339,000)
Total amortizable intangible assets, net	60,686,111	64,761,111
Customer relationship
Intangible assets, gross	53,600,000	53,600,000
Technology
Intangible assets, gross	10,400,000	10,400,000
Tradename
Intangible assets, gross	$ 7,100,000	$ 7,100,000

Amortizable Intangible Assets_4

Amortizable Intangible Assets & Goodwill - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Mar. 22, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 2,000,000	$ 2,200,000	$ 4,100,000	$ 2,600,000
Impairment of intangible assets	0		0	400,000
Goodwill	$ 45,518,505	45,500,000	45,518,505	$ 45,500,000	$ 45,518,505	$ 45,519,000
Mission UK
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		6,700,000
Redeem, LLC
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 2,000,000	$ 0
Minimum
Finite-Lived Intangible Assets [Line Items]
Life in Years	2 years		2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Life in Years	10 years		10 years

Amortizable Intangible Assets_5

Amortizable Intangible Assets & Goodwill - Schedule of Future Amortization Expense (Details)	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2023	$ 4,075,000
2024	8,150,000
2025	8,150,000
2026	8,150,000
2027	6,532,222
Thereafter	25,628,889
Future amortization expense	$ 60,686,111

Credit Facilities - Summary of

Credit Facilities - Summary of Long Term Debt (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Convertible note payable	$ 60,006	$ 60,006
Total debt	65,684,514	66,475,061
Less: current portion	1,671,450	1,641,217
Long-term debt, net of deferred financing costs	64,013,064	64,833,844
Unamortized debt discount and issuance costs	6,100,000	7,200,000
Dan Pappalardo
Line of Credit Facility [Line Items]
Note payable - related party, current	$ 0	30,000
Senior Notes due 2026
Line of Credit Facility [Line Items]
Effective Interest Rate	17.10%
Debt instrument, face amount	$ 65,624,508	$ 66,385,055

Credit Facilities - Narrative (

Credit Facilities - Narrative (Details)				3 Months Ended		6 Months Ended
	Jun. 01, 2023	May 08, 2023	Mar. 21, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Feb. 10, 2023	Dec. 31, 2022 USD ($) $ / shares shares
Shares of common stock subject to adjustment (shares) | shares			77,178						177,178
Potential extension term								60 days
Unamortized debt discount and issuance costs				$ 6,100,000		$ 6,100,000			$ 7,200,000
Common stock, par or stated value per share (in USD per share) | $ / shares			$ 0.01	$ 0.001		$ 0.001			$ 0.001
Reverse stock split ratio	0.04
Blue Torch Finance LLC
Exit fee, percentage of outstanding principal amount		5%
Line of Credit | The Credit Facility | Secured Debt
Debt instrument, face amount			$ 76,500,000
Commitment fee percentage			1%
Interest rate			5%
Upfront fee			2%
Up front and commitment fee			$ 1,500,000
Debt instrument, fee			$ 250,000
Fully-diluted penny warrant coverage percentage			1.50%
Prepayment percentage			50%
Percentage of proceeds			100%
Minimum liquidity			$ 6,000,000
Principal payments				$ 1,000,000	$ 1,000,000	$ 1,900,000	$ 1,000,000
Cash held in escrow			29,100,000
Amortization of debt issuance costs				$ 600,000	$ 600,000	$ 1,200,000	$ 800,000
Unamortized debt discount and issuance costs			$ 9,200,000
Notes Payable
Debt instrument term			4 years

Credit Facilities - Principal P

Credit Facilities - Principal Payments (Details)	Jun. 30, 2023 USD ($)
NOTE PAYABLE
Remaining 2023	$ 1,912,500
2024	3,825,000
2025	3,825,000
2026	62,156,250
Long-term debt, gross	$ 71,718,750

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Lease cost	$ 0.3	$ 0.4	$ 0.6	$ 0.8

Leases - Lease Maturities (Deta

Leases - Lease Maturities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term in years	5.50%
Weighted average discount rate	2 years 8 months 12 days
Remainder of fiscal year ending December 31, 2023	$ 1,016,167
2024	1,954,575
2025	1,449,060
2026	1,453,734
2027	1,117,060
Thereafter	2,354,471
Total undiscounted operating lease payments	9,345,067
Less: Imputed interest	(1,347,005)
Total operating lease liabilities	7,998,062
Operating lease liabilities, current	(1,598,693)	$ (1,506,534)
Operating lease liabilities, non-current	$ 6,399,369	$ 7,192,662

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Commitments of the Company (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease obligations, Year 1	$ 1,016,167
Operating lease obligations, Years 2-3	3,403,635
Operating lease obligations, Years 4-5	2,570,794
Operating lease obligations, More Than 5 Years	2,354,471
Total undiscounted operating lease payments	9,345,067
Debt repayment, Year 1	1,912,500
Debt repayment, Years 2-3	7,650,000
Debt repayment, Years 4-5	62,156,250
Debt repayment, More Than 5 Years	0
Long-term debt, gross	71,718,750
Restructuring liabilities, Year 1	122,751	$ 858,627	$ 897,859
Restructuring liabilities, Years 2-3	0
Restructuring liabilities, Years 4-5	0
Restructuring liabilities, More Than 5 Years	0
Restructuring liabilities	122,751
Acquisition liability, year one	9,346,504
Acquisition liabilities, Years 2-3	0
Acquisition liabilities, Years 4-5	0
Acquisition liabilities, More Than Five Years	0
Acquisition liabilities	9,346,504
Total Contractual Obligation	90,533,072
Total Contractual Obligation, Year 1	12,397,922
Total Contractual Obligation, Years 2-3	11,053,635
Total Contractual Obligation, Years 4-5	64,727,044
Total Contractual Obligation, More Than 5 Years	$ 2,354,471

Commitments and Contingencies_2

Commitments and Contingencies - Narrative (Details) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 21, 2022	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Mar. 21, 2022	Mar. 16, 2022
Loss Contingencies [Line Items]
Liquidated damages settled in cash	$ 3,600,000		$ 2,700,000
Partial liquidated damages settled in common shares	$ 2,700,000	$ 2,673,176
Contingent liability			$ 939,224	$ 3,385,000
Preferred stock, par or stated value per share (in USD per share)			$ 0.01	$ 0.01	$ 0.01
Employer matching contribution				3%
Safe harbor accrual			$ 1,200,000
Series E Preferred Stock
Loss Contingencies [Line Items]
Preferred stock, par or stated value per share (in USD per share)			$ 0.01	$ 0.01		$ 0.01
Maximum
Loss Contingencies [Line Items]
Liquidated damages settled in cash			$ 7,000,000

Equity - Narrative (Details)

Equity - Narrative (Details)														1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 01, 2023 shares	May 26, 2023 shares	May 24, 2023 USD ($)	May 23, 2023 USD ($)	Mar. 31, 2023	Dec. 09, 2022 USD ($)	Nov. 21, 2022 $ / shares	Nov. 14, 2022 $ / shares	Nov. 07, 2022 $ / shares	Oct. 31, 2022 $ / shares	Oct. 24, 2022 $ / shares	Sep. 21, 2022 USD ($)	Mar. 16, 2022 d $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	May 31, 2023 shares	Dec. 31, 2022 $ / shares shares	Nov. 26, 2022	Sep. 26, 2022 $ / shares	Mar. 21, 2022 $ / shares shares	Mar. 20, 2022 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reverse stock split ratio	0.04
Common stock, shares authorized (in shares)	32,000,000													32,000,000	32,000,000		32,000,000		800,000,000	32,000,000			32,000,000
Common stock, par or stated value per share (in USD per share) | $ / shares														$ 0.001	$ 0.001		$ 0.001			$ 0.001			$ 0.01
Share-based compensation expense | $															$ 300,000	$ 600,000	$ 900,000	$ 13,300,000
Stock compensation expense for options | $															$ 0	200,000	100,000	500,000
Options forfeited (in shares)															80,000
Stock compensation expense for RSUs | $															$ 300,000	$ 400,000	$ 700,000	$ 8,500,000
Preferred stock, par or stated value per share (in USD per share) | $ / shares														$ 0.01	$ 0.01		$ 0.01			$ 0.01			$ 0.01
Liquidated damages settled in cash | $												$ 3,600,000					$ 2,700,000
Preferred stock, shares authorized (in shares)														25,000,000	25,000,000		25,000,000			25,000,000			25,000,000
Floor price (dollars per share) | $ / shares													$ 6.25
Warrants exercisable, term													5 years
Percentage of trading price													80%
Consecutive trading days | d													10
Number of trading days | d													40
Outstanding votes													19.99%
Authorized (shares)																							57,000,000	36,600,000
Loss contingency, damages sought, interest | $																	$ 200,000
Preferred stock warrants | $						$ 10,200,000											28,400,000
Deferred compensation balance recorded at acquisition date, share																600,000		600,000
Deferred compensation | $						$ 20,000,000
Certain Institutiona lInvestors | Securities Purchase Agreement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant exercise price (in USD per share) | $ / shares													$ 50
Warrants to purchase shares of common, percentage													100%
Warrants to purchase up to shares of common stock (shares)													1,333,333
Stated value of per share (dollars per share) | $ / shares													$ 100
Conversion price per share (dollars per share) | $ / shares													37.5
Vested Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense | $																	$ 400,000
Remaining vesting period																	1 year 11 months
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense | $																	$ 2,200,000
Remaining vesting period																	1 year 1 month
Unvested (in shares)														10,000	10,000		10,000
Restricted Stock Units (RSUs) | Converge Executives
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vested (shares)																	46,667
Unvested (in shares)														93,333	93,333		93,333
Shelf Registration Statement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total dollar amount of offering (up to) | $				$ 150,000,000
Resale Registration Statement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum shares to be issued in offering (in shares)		427,708
Share of common stock sold (in shares)														120,628
Shares of stock sold, gross proceeds | $														$ 500,000
Sale of stock, price per share (in USD per share) | $ / shares														$ 4.19	$ 4.19		$ 4.19
Shares of stock sold, net proceeds | $														$ 0
Transaction costs | $														$ 500,000
At Market Issuance Sales Agreement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total dollar amount of offering (up to) | $			$ 70,000,000
Registration Rights Agreement and Securities Purchase Agreement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percent ownership					50.10%
Series E Preferred Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of stock, price per share (in USD per share) | $ / shares																						$ 100
Preferred stock, par or stated value per share (in USD per share) | $ / shares													$ 0.01	$ 0.01	0.01		0.01			$ 0.01
Conversion price (in USD per share) | $ / shares														$ 6.25	$ 6.25		$ 6.25
Sale of stock, standstill period, minimum price per share (in dollars per share) | $ / shares																						7.50
Unvested (in shares)													50,000,000
Preferred stock, shares authorized (in shares)													500,000	500,000	500,000		500,000			500,000
Volume weighted average price, days																	10 days
Preferred stock, shares issued (in shares)														14	14		14			310,793
Preferred stock, shares outstanding (in shares)														14	14		14			310,793
Preferred stock converted (shares)																	304,838
Series E Preferred Stock | Private Placement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant exercise price (in USD per share) | $ / shares													$ 13.75
Conversion price (in USD per share) | $ / shares																						$ 10
Conversion price decrease (in USD per share) | $ / shares							$ 6.25	$ 6.25	$ 6.25	$ 6.25	$ 6.25
Standstill period																					60 days
Sale of stock, standstill period, conversion threshold																					50%
Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock after conversion (shares)														4,900,000	4,900,000		4,900,000

Equity - NQSO Activity (Details

Equity - NQSO Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Beginning balance (in shares)	198,849
Ending balance (in shares)	102,517	198,849
Exercisable (in shares)	43,675	127,013
Weighted average exercise price, outstanding (in dollars per share)	$ 20.05	$ 23.28
Weighted average exercise price, exercisable (in dollars per share)	$ 18.74	$ 24.26
Weighted Average remaining contractual term (in years)	11 months 19 days	1 year 1 month 20 days
Weighted average remaining contractual term (in years), exercisable	5 months 8 days	3 months 18 days
Aggregate Intrinsic value	$ 0	$ 0
Aggregate Intrinsic value	$ 0	$ 0

Equity - Schedule of RSU Activi

Equity - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance (in shares)	42,000	42,000
Vested (in shares)	32,000
Unvested (in shares)	10,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Balance (in dollars per share)	$ 23.75	$ 23.75
Vested (in dollars per share)	25.84
Unvested (in dollars per share)	$ 37.40

Equity - Dilutive Common Stock

Equity - Dilutive Common Stock Equivalents (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Convertible preferred stock (in shares)	224	15,253
Stock options (in shares)	43,675	144,673
Restricted stock units (in shares)	135,333	178,000
Diluted (in shares)	347,045	3,419,576
Stock Warrants
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Warrants (in shares)	163,213	270,849
Financing Warrants
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Warrants (in shares)	4,600	2,810,801

Related Party (Details)

Related Party (Details) £ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022	Dec. 31, 2022 USD ($)	Aug. 01, 2022 USD ($)	Jul. 01, 2021 GBP (£)
Related Party Transaction [Line Items]
Acquisition liability	$ 9,300,000		$ 9,300,000			$ 9,300,000
Related party expenses	13,855,198	$ 30,788,246	27,081,810	$ 48,400,246
Accounts payable	25,475,164		25,475,164			14,270,063
Revenue	58,689,147	85,381,703	117,727,485	101,066,703
Accounts receivable, net	15,197,469		15,197,469			10,801,299
Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	2,600,000		2,600,000			3,700,000
Consulting agreement, start-up fee | £								£ 150,000
Consulting agreement, monthly retainer | £								£ 25,000
Consulting agreement, term					2 years
Union Ventures Limited | Related Party
Related Party Transaction [Line Items]
Consideration for sale of business							$ 1,000,000
Media Resource Group | Related Party
Related Party Transaction [Line Items]
Related party expenses	400,000	500,000	800,000	500,000
Accounts payable	200,000		200,000			$ 200,000
Converge Marketing Services | Related Party
Related Party Transaction [Line Items]
Revenue	7,700,000	10,700,000	20,500,000	10,700,000
Management fee revenue	800,000	1,200,000	2,000,000	1,300,000
Converge Acquisition
Related Party Transaction [Line Items]
Acquisition liability	$ 9,300,000	$ 9,300,000	$ 9,300,000	$ 9,300,000
Converge Acquisition | Converge Marketing Services
Related Party Transaction [Line Items]
Ownership percentage	60%		60%
Converge Acquisition | Converge Marketing Services
Related Party Transaction [Line Items]
Percentage of interest acquired	40%		40%

Restructuring - Narrative (Deta

Restructuring - Narrative (Details)	3 Months Ended			6 Months Ended
	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($) employees	Jun. 30, 2023 USD ($)	Dec. 31, 2022	Jun. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Workforce reduction | employees			113
Percent of consolidated revenue					3.60%
Percent of consolidated assets					1%
Percent of consolidated liabilities					7%
Restructuring and other charges (credits)	$ (324,907)		$ 5,590,932	$ (98,584)		$ 5,590,932
Payments	(135,435)	$ (69,968)
Charges	0	327,000
Severance and termination costs
Restructuring Cost and Reserve [Line Items]
Payments	(135,435)	(69,968)
Charges		327,000
Employee Severance, Executive Benefit Payments
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges (credits)	(600,000)			(300,000)
Employee Severance, Potential Severance Payments
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges (credits)	(300,000)			(300,000)
Other exit costs
Restructuring Cost and Reserve [Line Items]
Payments	0	0
Charges	0	$ 0
Legal fees
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges (credits)	$ 600,000			$ 600,000

Restructuring - Restructuring R

Restructuring - Restructuring Reserve Components (Details) - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 858,627	$ 897,859
Charges	0	327,000
Payments	(135,435)	(69,968)
Credits	(600,441)	(296,264)
Restructuring reserve, ending balance	122,751	858,627
Severance and termination costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	753,631	496,599
Charges		327,000
Payments	(135,435)	(69,968)
Credits	(605,232)	0
Restructuring reserve, ending balance	12,964	753,631
Other exit costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	104,996	401,260
Charges	0	0
Payments	0	0
Credits	4,791	(296,264)
Restructuring reserve, ending balance	$ 109,787	$ 104,996

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Taxes payable, net	$ 100,000		$ 100,000		$ 100,000
Income tax (expense) benefit	$ 21,030	$ (54,075)	$ 57,000	$ (21,075)