Leaf 10-Q 29 Oct 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Oct. 26, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-35048
Entity Registrant Name	LEAF GROUP LTD.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-4731239
Entity Address, Address Line One	1655 26th Street
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	310
Local Phone Number	656-6253
Title of 12(b) Security	Common Stock
Trading Symbol	LEAF
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,390,064
Entity Central Index Key	0001365038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 33,038	$ 18,106
Accounts receivable, net	13,297	14,402
Prepaid expenses and other current assets	3,701	2,555
Total current assets	50,036	35,063
Property and equipment, net	14,333	13,797
Operating lease right-of-use assets	10,726	12,645
Intangible assets, net	11,312	12,589
Goodwill	19,244	19,465
Other assets	1,275	1,044
Total assets	106,926	94,603
Current liabilities
Accounts payable	9,627	7,825
Accrued expenses and other current liabilities	24,462	21,291
Deferred revenue	5,308	2,464
Debt, current	8,407	4,000
Total current liabilities	47,804	35,580
Deferred tax liability	86	63
Operating lease liabilities	8,561	10,863
Debt, non current	2,979
Other liabilities	182	287
Total liabilities	59,612	46,793
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock, $0.0001 par value. Authorized 100,000 shares; 28,991 and 27,336 shares issued and outstanding at September 30, 2020 and 27,938 and 26,283 shares issued and outstanding at December 31, 2019	3	3
Additional paid-in capital	568,062	562,332
Treasury stock at cost, 1,655 shares at September 30, 2020 and December 31, 2019	(35,706)	(35,706)
Accumulated other comprehensive loss	(59)	(20)
Accumulated deficit	(484,986)	(478,799)
Total stockholders' equity	47,314	47,810
Total liabilities and stockholders' equity	$ 106,926	$ 94,603

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2020	Dec. 31, 2019
Condensed Consolidated Balance Sheets
Common Stock, Par or Stated Value (USD per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000	100,000
Common Stock, Shares, Issued	28,991	27,938
Common Stock, Shares, Outstanding	27,336	26,283
Treasury Stock, Shares	1,655	1,655

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Total revenue	$ 63,255	$ 40,030	$ 147,088	$ 109,857
Operating expenses:
Sales and marketing	9,594	7,372	24,699	22,498
Product development	4,967	4,973	14,728	15,652
General and administrative	7,691	8,072	22,948	24,724
Amortization of intangible assets	518	807	1,922	2,619
Total operating expenses	64,991	44,552	162,319	131,542
Loss from operations	(1,736)	(4,522)	(15,231)	(21,685)
Interest income	1	44	27	232
Interest (expense)	(103)	(5)	(292)	(15)
Other income, net	5,537	(6)	9,384	6
Income (loss) before income taxes	3,699	(4,489)	(6,112)	(21,462)
Income tax benefit (expense)	(13)	4	(75)	(71)
Net income (loss)	$ 3,686	$ (4,485)	$ (6,187)	$ (21,533)
Net income (loss) per share-basic and diluted
Basic (in dollars per share)	$ 0.14	$ (0.17)	$ (0.23)	$ (0.83)
Diluted (in dollars per share)	$ 0.13	$ (0.17)	$ (0.23)	$ (0.83)
Weighted average number of shares-basic and diluted
Basic (in shares)	27,016	26,089	26,720	25,868
Diluted (in shares)	27,954	26,089	26,720	25,868
Product
Revenue:
Total revenue	$ 45,135	$ 19,611	$ 97,439	$ 53,021
Operating expenses:
Product and service costs (exclusive of amortization of intangible assets shown separately below)	33,753	14,221	72,752	40,049
Service
Revenue:
Total revenue	18,120	20,419	49,649	56,836
Operating expenses:
Product and service costs (exclusive of amortization of intangible assets shown separately below)	$ 8,468	$ 9,107	$ 25,270	$ 26,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Condensed Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$ 3,686	$ (4,485)	$ (6,187)	$ (21,533)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	28	(40)	(39)	(37)
Comprehensive income (loss)	$ 3,714	$ (4,525)	$ (6,226)	$ (21,570)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional paid-in capital	Treasury stock	Accumulated other comprehensive income (loss)	Accumulated deficit	Total
Beginning balance at Dec. 31, 2018	$ 3	$ 554,403	$ (35,706)	$ (52)	$ (451,961)	$ 66,687
Beginning balance (in shares) at Dec. 31, 2018	25,483
Issuance of stock under employee stock awards and other, net		270				270
Issuance of stock under employee stock awards and other, net (in shares)	319
Tax withholdings related to vesting of share-based payments		(1,322)				(1,322)
Stock-based compensation expense		2,045				2,045
Foreign currency translation adjustment				27		27
Net income (loss)					(10,286)	(10,286)
Ending balance at Mar. 31, 2019	$ 3	555,396	(35,706)	(25)	(462,247)	57,421
Ending balance (in shares) at Mar. 31, 2019	25,802
Beginning balance at Dec. 31, 2018	$ 3	554,403	(35,706)	(52)	(451,961)	66,687
Beginning balance (in shares) at Dec. 31, 2018	25,483
Foreign currency translation adjustment						(37)
Net income (loss)						(21,533)
Ending balance at Sep. 30, 2019	$ 3	559,664	(35,706)	(89)	(473,494)	50,378
Ending balance (in shares) at Sep. 30, 2019	26,150
Beginning balance at Mar. 31, 2019	$ 3	555,396	(35,706)	(25)	(462,247)	57,421
Beginning balance (in shares) at Mar. 31, 2019	25,802
Issuance of stock under employee stock awards and other, net		175				175
Issuance of stock under employee stock awards and other, net (in shares)	187
Tax withholdings related to vesting of share-based payments		(717)				(717)
Stock-based compensation expense		2,331				2,331
Foreign currency translation adjustment				(24)		(24)
Net income (loss)					(6,762)	(6,762)
Ending balance at Jun. 30, 2019	$ 3	557,185	(35,706)	(49)	(469,009)	52,424
Ending balance (in shares) at Jun. 30, 2019	25,989
Issuance of stock under employee stock awards and other, net		281				281
Issuance of stock under employee stock awards and other, net (in shares)	161
Tax withholdings related to vesting of share-based payments		(364)				(364)
Stock-based compensation expense		2,562				2,562
Foreign currency translation adjustment				(40)		(40)
Net income (loss)					(4,485)	(4,485)
Ending balance at Sep. 30, 2019	$ 3	559,664	(35,706)	(89)	(473,494)	50,378
Ending balance (in shares) at Sep. 30, 2019	26,150
Beginning balance at Dec. 31, 2019	$ 3	562,332	(35,706)	(20)	(478,799)	$ 47,810
Beginning balance (in shares) at Dec. 31, 2019	26,283					26,283
Issuance of stock under employee stock awards and other, net		6				$ 6
Issuance of stock under employee stock awards and other, net (in shares)	320
Tax withholdings related to vesting of share-based payments		(556)				(556)
Stock-based compensation expense		2,833				2,833
Foreign currency translation adjustment				(62)		(62)
Net income (loss)					(10,676)	(10,676)
Ending balance at Mar. 31, 2020	$ 3	564,615	(35,706)	(82)	(489,475)	39,355
Ending balance (in shares) at Mar. 31, 2020	26,603
Beginning balance at Dec. 31, 2019	$ 3	562,332	(35,706)	(20)	(478,799)	$ 47,810
Beginning balance (in shares) at Dec. 31, 2019	26,283					26,283
Foreign currency translation adjustment						$ (39)
Net income (loss)						(6,187)
Ending balance at Sep. 30, 2020	$ 3	568,062	(35,706)	(59)	(484,986)	$ 47,314
Ending balance (in shares) at Sep. 30, 2020	27,336					27,336
Beginning balance at Mar. 31, 2020	$ 3	564,615	(35,706)	(82)	(489,475)	$ 39,355
Beginning balance (in shares) at Mar. 31, 2020	26,603
Issuance of stock under employee stock awards and other, net		22				22
Issuance of stock under employee stock awards and other, net (in shares)	212
Tax withholdings related to vesting of share-based payments		(191)				(191)
Stock-based compensation expense		2,680				2,680
Foreign currency translation adjustment				(5)		(5)
Net income (loss)					803	803
Ending balance at Jun. 30, 2020	$ 3	567,126	(35,706)	(87)	(488,672)	42,664
Ending balance (in shares) at Jun. 30, 2020	26,815
Issuance of stock under employee stock awards and other, net		14				14
Issuance of stock under employee stock awards and other, net (in shares)	521
Tax withholdings related to vesting of share-based payments		(1,321)				(1,321)
Stock-based compensation expense		2,243				2,243
Foreign currency translation adjustment				28		28
Net income (loss)					3,686	3,686
Ending balance at Sep. 30, 2020	$ 3	$ 568,062	$ (35,706)	$ (59)	$ (484,986)	$ 47,314
Ending balance (in shares) at Sep. 30, 2020	27,336					27,336

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net loss	$ (6,187)	$ (21,533)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,273	7,740
Non-cash lease expense	2,073	1,386
Deferred income taxes	23	20
Stock-based compensation	7,262	6,590
Gain from sale of asset	(9,300)
Other	309	118
Change in operating assets and liabilities, net of effect of acquisitions and disposals:
Accounts receivable, net	873	654
Prepaid expenses and other current assets	(1,182)	845
Other long-term assets	32	109
Operating lease ROU assets and liabilities	(2,146)	(1,695)
Accounts payable	1,802	2,034
Accrued expenses and other liabilities	3,284	(5,607)
Deferred revenue	2,844	594
Net cash provided by (used in) operating activities	6,960	(8,745)
Cash flows from investing activities
Purchases of property and equipment	(5,255)	(5,167)
Purchases of intangible assets	(163)
Proceeds from sale of assets	9,500
Cash paid for acquisitions, net of cash acquired		(1,900)
Net cash provided by (used in) investing activities	4,082	(7,067)
Cash flows from financing activities
Proceeds from promissory note	7,144
Proceeds from exercises of stock options and purchases under ESPP	42	726
Taxes paid on net share settlements of restricted stock units	(2,068)	(2,403)
Cash paid for acquisition holdback	(36)	(625)
Cash paid for contingent consideration liability	(856)	(934)
Cash paid for debt issuance costs	(38)
Other	(54)	(75)
Net cash provided by (used in) financing activities	4,134	(3,311)
Effect of foreign currency on cash, cash equivalents and restricted cash	20	(2)
Change in cash, cash equivalents and restricted cash	15,196	(19,125)
Cash, cash equivalents and restricted cash, beginning of period	19,126	31,935
Cash, cash equivalents and restricted cash, end of period	$ 34,322	$ 12,810

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 33,038	$ 11,790
Restricted cash included in other current assets	136	136
Restricted cash included in other long-term assets	1,148	884
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 34,322	$ 12,810
Location of current restricted cash	us-gaap:OtherAssetsCurrent	us-gaap:OtherAssetsCurrent
Location of noncurrent restricted cash	us-gaap:OtherAssetsNoncurrent	us-gaap:OtherAssetsNoncurrent

Company Background and Overview

Company Background and Overview	9 Months Ended
	Sep. 30, 2020
Company Background and Overview
Company Background and Overview	1. Company Background and Overview Leaf Group Ltd. (“Leaf Group” and, together with its consolidated subsidiaries, the “Company,” “our,” “we,” or “us”) is a Delaware corporation headquartered in Santa Monica, California. We are a diversified consumer internet company that builds enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle categories, including fitness and wellness and home, art and design. Prior to the third quarter of fiscal 2020, our two reportable segments, Marketplaces and Media, also represented our two reporting units for goodwill impairment testing. During the third quarter of fiscal 2020, our Chief Operating Decision Maker (“CODM”) realigned our operational structure into three reportable segments: Society6 Group, Saatchi Art Group, and Media Group. The reorganization consisted of separating our former Marketplaces segment into two separate segments, Society6 Group and Saatchi Art Group, with our Media segment remaining intact and renamed Media Group. The three reportable segments now represent our three reporting units, and also represent our three operating segments. We have recast all prior period amounts and segment information to conform to the way our CODM regularly reviews the segment performance. Society6 Group Through our Society6 Group segment, we operate leading art and design marketplaces where large communities of artists and designers can market and sell their original art and designs printed on a wide variety of products. Our made-to-order marketplaces, consisting of Society6.com (“Society6”) and our wholesale channel, Deny Designs (collectively, “Society6 Group”), provide artists and designers with an online commerce platform to feature and sell their original art and designs on an array of consumer products primarily in the home décor category. Saatchi Art Group Saatchi Art Group segment, Media Group Our Media Group segment brands educate and entertain consumers across a wide variety of life topics, including the popular fitness and wellness and home and design verticals. In the fitness and wellness vertical, our leading brands include Well+Good and Livestrong.com, which aim to inspire people to lead healthier lives. In the home and design vertical, Hunker is our leading brand inspiring people to improve the space around them. These brands are the leaders in our catalog of over 60 other brands focused on specific categories or interests that we either own and operate or host and operate for our partners.

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2020
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	2. Basis of Presentation The accompanying interim condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and the condensed consolidated statement of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 are unaudited and have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. In the opinion of management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our statement of financial position as of September 30, 2020, our results of operations for the three and nine months ended September 30, 2020 and 2019, and our cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2019 has been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. The interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), for interim financial information and with the instructions from the U.S. Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. We continue to closely monitor the effects of the COVID-19 pandemic (the “Pandemic”), its spread and the resulting global implications and effects. To date, the Pandemic has been most challenging for our media business due to decreased marketing spending from affected customers, and for our The Other Art Fair business, as we have postponed or cancelled all 14 art fairs originally scheduled for 2020. While the overall economic climate attributable to the Pandemic had brought a reduction in revenues per visit as many advertisers were cancelling or delaying ad buys while assessing the likely impacts of the Pandemic on their businesses, in the third quarter of 2020, revenues per visit has recovered and increased as compared to the same period in 2019. At the same time, we have seen that the Pandemic has provided a boost to our Society6 Group and Saatchi Art Group businesses. As the Pandemic continues to spread in the United States and elsewhere, we cannot predict what ultimate impact the Pandemic will have on our operations, which depend on future developments, many of which are outside of our control, highly uncertain and cannot be predicted with confidence, including the duration of the Pandemic, new information which may emerge concerning the severity of the Pandemic, the time it takes for an effective treatment and/or vaccine for COVID-19 to become widely available, and the scope and duration of preventative and protective actions that federal, state and local governments or we may direct, all of which may result in an extended period of continued business impacts. Due to the economic climate attributable to the Pandemic, we may also experience slowed customer demand that could materially adversely impact our business, results of operations and overall financial performance in future periods. Principles of Consolidation The condensed consolidated financial statements include the accounts of Leaf Group and its wholly owned subsidiaries. Acquisitions are included in our condensed consolidated financial statements from the date of the acquisition. Our purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed liabilities in business combinations, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, the fair value of equity-based compensation awards, and deferred income tax assets and liabilities. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of our assets and liabilities. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. For public companies, these amendments are effective for the fiscal years and interim periods within those fiscal years beginning after December 15, 2020. Early adoption of the amendments is permitted. The Company is currently evaluating the impact of this standard. ​

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2020
Revenue Recognition
Revenue Recognition	3. Revenue Recognition Revenue ​ Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate the transaction price to each performance obligation based on the estimated standalone selling price of the promised good or service. We allocate any arrangement fee or other incentive or promotional offers to each of the elements based on their relative selling prices. ​ We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where we recognize revenue in the amount which we have the right to invoice for services performed. We do not capitalize costs incurred to fulfill a contract when the contract term is one year or less. Our revenue is principally derived from the following products and services: Product Revenue For Society6 Group and Saatchi Art Group, we recognize product revenue from sales of products when we transfer control of promised goods to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods. In determining the amount of consideration we expect to be entitled to, we take into account sales allowances, estimated returns based on historical experience and any incentive offers provided to customers to encourage purchases, including percentage discounts off current purchases, free shipping and other promotional offers. Because we are the principal in a transaction and obtain control of the goods before they are transferred to the customer, we record product revenue at the gross amount. Value-added taxes (“VAT”), sales tax and other taxes are not included in product revenue because we are a pass-through conduit for collecting and remitting any such taxes. Society6 Group Product revenue includes e-commerce, wholesale, and shipping revenue. Saatchi Art Group Product revenue includes e-commerce and shipping revenue for limited and open edition prints. Media Group For Media Group, product revenue includes revenue from products sold on our online media properties. Service Revenue Society6 Group Service revenue includes revenue generated through involvement in direct media campaigns. Saatchi Art Group Service revenue includes revenue from commissions we receive from facilitating the sale of original art by artists to customers through Saatchi Art. We also generate Saatchi Art Group service revenue from various sources relating to Saatchi Art’s The Other Art Fair, including commissions from the sale of original art, fees paid by artists for stands at fairs and through sponsorship opportunities with third-party brands and advertisers. We recognize fair-related service revenue upon completion of each fair. We recognize service revenue arising from the sale of original art net of amounts paid to the artist because we are not the principal in the transaction and we do not obtain control over the original art. Revenue is recognized when we transfer control of the promised service, which is after the original art has been delivered and the return period has expired. We provide incentive offers to Saatchi Art customers to encourage purchases, including percentage discounts off current purchases, free shipping and other promotional offers. VAT, sales tax and other taxes are not included in service revenue because we are a pass-through conduit for collecting and remitting any such taxes. Media Group Advertising Revenue . Where we enter into revenue-sharing arrangements with our partners, such as those relating to our advertiser network, we report revenue on a gross or net basis depending on whether we are considered the principal in the transaction. In addition, we consider which party controls the service, including which party is primarily responsible for fulfilling the promise to provide the service. We also consider which party has the latitude to establish the sales prices to advertisers. When we are considered the principal, we report the underlying revenue on a gross basis in our condensed consolidated statements of operations, and record these revenue-sharing payments to our partners in service costs. Content Sales and Licensing Revenue . Disaggregation of Revenue ​ The following table presents our revenues disaggregated by revenue source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Product revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ $ 43,618 ​ $ 19,101 ​ $ 93,970 ​ $ 51,280 Saatchi Art Group ​ ​ ​ 1,517 ​ ​ 510 ​ ​ 3,468 ​ ​ 1,741 Media Group ​ ​ ​ — ​ ​ — ​ ​ 1 ​ ​ — Total product revenue ​ ​ ​ 45,135 ​ ​ 19,611 ​ ​ 97,439 ​ ​ 53,021 Service revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ ​ 13 ​ ​ 104 ​ ​ 319 ​ ​ 126 Saatchi Art Group ​ ​ ​ 3,151 ​ ​ 3,612 ​ ​ 7,930 ​ ​ 10,207 Media Group ​ ​ ​ 14,956 ​ ​ 16,703 ​ ​ 41,400 ​ ​ 46,503 Total service revenue ​ ​ ​ 18,120 ​ ​ 20,419 ​ ​ 49,649 ​ ​ 56,836 Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857 ​ Deferred Revenue Deferred revenue consists of amounts received from or invoiced to customers in advance of our performance obligations being satisfied, including amounts that are refundable. Deferred revenue includes payments received from sales of our products on Society6 and Deny Designs prior to the transfer of control of such products to the customers; payments made for original art sold via Saatchi Art that are collected prior to the completion of the return period upon which our service is considered completed; and amounts billed to media customers prior to delivery of content; and sales of subscriptions for premium content or services not yet delivered. During the nine months ended September 30, 2020, we recognized $2.2 million of revenues that were included in the deferred revenue balance as of December 31, 2019. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services, we require payment before the products or services are delivered to the customer.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2020
Property and Equipment
Property and Equipment	4. Property and Equipment Property and equipment consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2020 ​ 2019 Computers and other related equipment ​ $ 11,877 ​ $ 11,333 ​ Purchased and internally developed software ​ 39,076 ​ 34,008 ​ Furniture and fixtures ​ 1,514 ​ 1,514 ​ Leasehold improvements ​ ​ 6,795 ​ 6,795 ​ Machinery and related equipment ​ 782 ​ 569 ​ ​ ​ 60,044 ​ 54,219 ​ Less accumulated depreciation ​ (45,711) ​ (40,422) ​ Property and equipment, net ​ $ 14,333 ​ $ 13,797 ​ ​ Depreciation and software amortization expense, which includes no losses on disposal of property and equipment for the three and nine months ended September 30, 2020 and less than $0.1 million for each of the three and nine months ended September 30, 2019, is shown by classification below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Product costs ​ $ 479 ​ $ 401 ​ $ 1,538 ​ $ 1,162 ​ Service costs ​ ​ 1,116 ​ ​ 951 ​ ​ 3,265 ​ ​ 2,831 ​ Sales and marketing ​ 10 ​ 7 ​ 29 ​ 20 ​ Product development ​ 15 ​ 12 ​ 42 ​ 35 ​ General and administrative ​ 142 ​ 184 ​ 477 ​ 1,073 ​ Total depreciation ​ $ 1,762 ​ $ 1,555 ​ $ 5,351 ​ $ 5,121 ​ ​

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets
Goodwill and Intangible Assets	5. Goodwill and Intangible Assets The following table presents the changes in our goodwill balance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group Saatchi Art Group ​ Marketplaces ​ Media Group ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2019 $ — ​ $ — ​ $ 17,140 ​ $ 2,325 ​ $ 19,465 ​ Foreign currency impact ​ ​ — ​ ​ — ​ ​ (21) ​ ​ — ​ ​ (21) ​ Dispositions ​ — ​ — ​ — ​ (200) ​ (200) ​ Reallocation among new reporting units ​ ​ 14,757 ​ ​ 2,362 ​ ​ (17,119) ​ ​ — ​ ​ — ​ Balance at September 30, 2020 ​ $ 14,757 ​ $ 2,362 ​ $ — ​ $ 2,125 ​ $ 19,244 ​ ​ As noted above in Note 1, we reorganized our segments in the third quarter of 2020, which resulted in dividing one of our reporting units, Marketplaces, into two, Society6 Group and Saatchi Art Group. We evaluate our reporting units when changes in our operating structure occur, and reassign goodwill using a relative fair value allocation approach. As of the third quarter of 2020, we have three reporting units, Society6 Group, Saatchi Art Group, and Media Group. Goodwill of $2.3 million was recorded under the Media Group reporting unit in connection with the acquisition of Well+Good in June 2018. We recorded a goodwill reduction in the Media Group reporting unit of $0.2 million in connection with the sale of content to Hearst Newspapers, a division of Hearst Communications, Inc. (“Hearst”) on April 24, 2020. Refer to Note 13 for additional information. Intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ ​ Gross carrying ​ Accumulated ​ Net carrying ​ ​ amount ​ amortization ​ amount Customer relationships ​ $ 4,003 ​ $ (3,548) ​ $ 455 Artist relationships ​ 12,225 ​ (11,507) ​ 718 Media content ​ 86,164 ​ (86,039) ​ 125 Technology ​ 6,204 ​ (6,204) ​ — Non-compete agreements ​ 25 ​ (25) ​ — Trade names ​ 18,912 ​ (8,898) ​ 10,014 ​ ​ $ 127,533 ​ $ (116,221) ​ $ 11,312 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2019 ​ ​ Gross carrying ​ Accumulated ​ Net carrying ​ ​ amount ​ amortization ​ amount Customer relationships ​ $ 4,003 ​ $ (3,074) ​ $ 929 Artist relationships ​ 12,230 ​ (11,336) ​ 894 Media content ​ 91,491 ​ (91,333) ​ 158 Technology ​ 6,204 ​ (6,156) ​ 48 Non-compete agreements ​ 25 ​ (25) ​ — Trade names ​ 18,276 ​ (7,716) ​ 10,560 ​ ​ $ 132,229 ​ $ (119,640) ​ $ 12,589 ​ Identifiable finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives commencing on the date that the asset is available for its intended use. Total amortization expense for the periods shown below includes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Service costs ​ $ 10 ​ $ 17 ​ $ 34 ​ $ 105 ​ Sales and marketing ​ 116 ​ 288 ​ 650 ​ 892 ​ Product development ​ — ​ 104 ​ 69 ​ 428 ​ General and administrative ​ 392 ​ 398 ​ 1,169 ​ 1,194 ​ Total amortization ​ $ 518 ​ $ 807 ​ $ 1,922 ​ $ 2,619 ​ ​

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2020
Accrued Expenses and Other Liabilities
Accrued Expenses and Other Current Liabilities	6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 Accrued payroll and related items ​ $ 4,422 ​ $ 3,841 ​ Artist payables ​ 6,946 ​ 5,640 ​ Accrued product costs ​ 2,395 ​ 1,678 ​ Operating lease liabilities ​ ​ 3,083 ​ ​ 2,772 ​ Contingent liabilities ​ ​ — ​ ​ 1,087 ​ Other ​ 7,616 ​ 6,273 ​ Accrued expenses and other current liabilities ​ $ 24,462 ​ $ 21,291 ​ ​ As part of the acquisition of Deny Designs in May 2017, contingent consideration of up to $3.6 million was payable to the seller annually in three equal installments on the first through third anniversary of the closing date. The contingent consideration was valued at $2.8 million as of the acquisition date based on time value, discount rate, and the estimated probability of achieving the contingent criteria related to the ongoing development of new products for sale, as specified in the purchase agreement. Such amounts are adjusted at each subsequent period based on probability of achievement until settlement of such liability. Adjustments to the liability are recorded to income or expense in our condensed consolidated statement of operations. The fair value adjustment to the liability for the nine months ended September 30, 2020 was not material. The May 2018, May 2019, and May 2020 installments of the contingent consideration, net of post-closing working capital adjustments to the purchase price, were paid to the seller in the amounts of $1.1 million, $1.2 million, and $1.2 million, respectively. The final installment has been paid and no further liability remains as of September 30, 2020.

Debt

Debt	9 Months Ended
	Sep. 30, 2020
Debt
Debt	7. Debt Current and non-current debt consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 Current debt ​ ​ ​ ​ ​ ​ ​ Credit facility ​ $ 4,000 ​ $ 4,000 ​ PPP loan ​ 4,366 ​ ​ — ​ Other ​ ​ 41 ​ ​ — ​ Total current debt ​ ​ 8,407 ​ ​ 4,000 ​ Non-current debt ​ ​ ​ ​ ​ ​ ​ PPP loan ​ ​ 2,778 ​ ​ — ​ Other ​ ​ 201 ​ ​ — ​ Total non-current debt ​ 2,979 ​ ​ — ​ Total debt ​ $ 11,386 ​ $ 4,000 ​ ​ Credit Facility On November 7, 2019, we entered into a credit facility. The loan and security agreement is a 364-day senior secured working capital revolving line of credit with Silicon Valley Bank (the “Lender”). Our credit facility is asset-based and provides for a maximum amount up to the lesser of (i) $10.0 million, or (ii) 80% of eligible accounts receivable, as described in the loan and security agreement. Any borrowed amounts outstanding under our credit facility bear interest at a floating rate equal to the greater of (i) WSJ Prime Rate plus 0.50%, or (ii) 5.0%. We must also pay an unused line fee of 0.20% per annum based on maximum commitments less outstanding balances on the line of credit, payable monthly in arrears. The agreement is secured by substantially all of our assets, including intellectual property. The credit facility contains customary representations and warranties and customary reporting, affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, acquisitions, dispositions, declarations of dividends and stock repurchases. In addition, we are required to maintain the required percentage (85%) of our global cash on account with the Lender (the “Required Percentage”), provided that such amount may fall below the Required Percentage for a period of time not to exceed 10 consecutive business days each calendar month (but in no event can the amount be less than 75% of our global cash). Furthermore, the credit facility contains customary events of default that include, among others, failure to pay principal, interest or fees when due, failure to comply with the other terms of the credit facility and related agreements, the occurrence of a material adverse change and certain insolvency-related events. The existence of an event of default would allow the Lender to terminate its lending commitments, demand repayment of its loans and otherwise exercise all rights and remedies of a secured creditor. On June 1, 2020, we entered into the First Amendment to Loan and Security Agreement (the “First Amendment”) with the Lender. The First Amendment amends the original loan and security agreement to, among other things, extend the maturity date, add a financial covenant and modify the borrowing formula. The First Amendment extends the maturity date of any borrowings under our credit facility from November 5, 2020 to May 5, 2021. In addition, the First Amendment adds a liquidity maintenance ratio financial covenant (the “Liquidity Ratio”). The Liquidity Ratio is a ratio of (a) (i) unrestricted cash and cash equivalents held by us in accounts at the Lender, plus (ii) an amount equal to the product of (A) our net trade accounts receivable, multiplied by (B) sixty percent (60%), to (b) (i) the outstanding principal balance of any borrowings under our credit facility, plus (ii) our accounts payable owing to artists selling works on our platforms (Society6 and Saatchi Art). We are required to maintain a Liquidity Ratio of at least 1.50 to 1.00. The First Amendment also provides for incremental borrowing flexibility for six months, with aggregate borrowing still capped at $10.0 million. As of September 30, 2020, we had $4.0 million of borrowings outstanding under our credit facility at an interest rate of 5.25%. Our total borrowing capacity under the credit facility was $7.4 million as of September 30, 2020. We are in compliance with all restrictions and have met all debt payment obligations as of September 30, 2020. Paycheck Protection Program Loan On April 20, 2020, we entered into a Promissory Note (the “Promissory Note”) with Silicon Valley Bank and Silicon Valley Bank agreed to make available to us a loan in the amount of $7.1 million (the “PPP Loan”) under the Small Business Administration (the “SBA”) Paycheck Protection Program enabled by the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). We used the proceeds to support payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. The advance under the PPP Loan bears interest at a rate per annum of 1.0%. The term of the PPP Loan is two years, ending April 20, 2022 (the “Maturity Date”). No payments are due on the PPP Loan until November 20, 2020, although interest of 1.0% per annum will accrue during the deferment period. Beginning November 20, 2020, we will pay equal monthly installments of principal and interest in the amount necessary to fully amortize the PPP Loan through the Maturity Date, less any amount of potential forgiveness. Under the terms of the CARES Act, all or a portion of the principal of the PPP Loan may be forgiven. Such forgiveness will be determined, subject to limitations, based on the use of the PPP Loan proceeds for payroll costs, mortgage interest payments, lease payments or utility payments. To obtain forgiveness, we would need to request forgiveness from Silicon Valley Bank, provide documentation in accordance with the SBA requirements and certify that the amounts we are requesting to be forgiven qualify under those requirements. We used the PPP Loan proceeds in a manner that would permit forgiveness of the PPP Loan and intend to seek forgiveness at the appropriate time, however, no assurance can be provided that we will obtain forgiveness of the PPP Loan in whole or in part. We may also prepay the principal of the PPP Loan at any time without incurring any prepayment penalty or premium. The Promissory Note also provides for customary events of default, including, among others, events of default relating to failure to make payments, bankruptcy, breaches of representations, and material adverse effects. Additionally, the Promissory Note is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. We did not provide any collateral or personal guarantees for the PPP Loan, nor did we pay any facility charge to the government or to Silicon Valley Bank. Additionally, Silicon Valley Bank consented to the PPP Loan as additional permitted indebtedness under our existing revolving credit facility. As of September 30, 2020, we had $7.1 million of borrowings outstanding under the PPP Loan.

Leases

Leases	9 Months Ended
	Sep. 30, 2020
Leases
Leases	8 . Leases ​ We adopted ASU 2016-02— Leases (Topic 842) ​ Operating lease expense for the three months ended September 30, 2020 and 2019 was $1.0 million and $0.8 million, respectively. Operating lease expense for the nine months ended September 30, 2020 and 2019 was $2.9 million and $2.1 million, respectively. ​ ​ Supplemental cash flow information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 998 ​ $ 625 ​ $ 2,993 ​ $ 2,063 ​ ​ Supplemental balance sheet information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ 2020 ​ 2019 Operating leases: ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 10,726 ​ $ 12,645 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ 3,083 ​ 2,772 ​ Operating lease liabilities ​ 8,561 ​ 10,863 ​ Total operating lease liabilities ​ $ 11,644 ​ $ 13,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 4 years ​ ​ 4 years ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 9% ​ ​ 9% ​ ​ Maturities of operating lease liabilities as of September 30, 2020 were as follows (in thousands): ​ ​ ​ ​ ​ ​ Operating ​ Leases 2020 ​ $ 1,011 2021 ​ ​ 3,949 2022 ​ ​ 3,829 2023 ​ ​ 3,496 2024 ​ ​ 1,336 Thereafter ​ ​ — Total lease payments ​ $ 13,621 Less imputed interest ​ ​ 1,977 Total operating lease liabilities ​ $ 11,644 ​

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies
Commitments and Contingencies	9 . Commitments and Contingencies Leases We conduct our operations utilizing leased office facilities in various locations under operating leases and, as of September 30, 2020, these leases have non-cancelable periods ending between February 2021 and July 2024. The lease for our Santa Monica office facility expires in July 2024. Litigation ​ From time to time, we are a party to various legal matters incidental to the conduct of our business. Certain of our outstanding legal matters include speculative claims for indeterminate amounts of damages. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final outcome of the pending or threatened legal proceedings to which we are a party, either individually or in the aggregate, will have a material adverse effect on our future financial results. However, the outcome of such legal matters is subject to significant uncertainties. Taxes From time to time, various federal, state and other jurisdictional tax authorities undertake reviews of the Company and its filings. In evaluating the exposure associated with various tax filing positions, we accrue charges for possible exposures. We believe any adjustments that may ultimately be required as a result of any of these reviews will not be material to our condensed consolidated financial statements. Indemnification In the normal course of business, we have provided certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions or contractual commitments. These indemnities include intellectual property indemnities to our customers and partners, indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware, indemnifications related to our lease agreements and indemnifications to sellers or buyers in connection with acquisitions and dispositions, respectively. In addition, our advertiser, content creation and distribution partner agreements contain certain indemnification provisions which are generally consistent with those prevalent in our industry. We have not incurred significant obligations under indemnification provisions historically, and do not expect to incur significant obligations in the future. Accordingly, we have not recorded any liability for these indemnities.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2020
Income Taxes
Income Taxes	10 . Income Taxes Income tax expense was less than $0.1 million for the three and nine months ended September 30, 2020 and 2019. Our effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, nondeductible stock option expenses and changes in our valuation allowance. If all or a portion of our net operating loss carryforwards are subject to limitation because it is determined that we had previously experienced an “ownership change” as defined in section 382 of the Internal Revenue Code of 1986, as amended, our future cash flows could be adversely impacted due to increased tax liability. We reduce our deferred tax assets resulting from future tax benefits by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some portion or all of these deferred taxes will not be realized. The timing of the reversal of deferred tax liabilities associated with tax deductible goodwill is not certain and thus not available to assure the realization of a portion of the deferred tax assets. However, the reversal of deferred tax liabilities associated with tax deductible goodwill can be a source of taxable income to support the realization of a deductible temporary difference that is scheduled to reverse into net operating losses with an unlimited carryforward period. Except for the deferred tax liabilities resulting from tax deductible goodwill, we have deferred tax assets in excess of deferred tax liabilities before application of a valuation allowance for the periods presented. As we have insufficient history of generating income, the ultimate future realization of these excess deferred tax assets does not meet the more likely than not criteria and is thus subject to a valuation allowance. Accordingly, we have established a full valuation allowance against our deferred tax assets. We are subject to the accounting guidance for uncertain income tax positions. We believe it is more likely than not that our income tax positions and deductions will be sustained on audit and do not anticipate any adjustments which could result in a material adverse effect on our financial condition, results of operations, or cash flow. Our policy for recording interest and penalties associated with audits and uncertain tax positions is to record such items as a component of income tax expense, and no interest or penalties were recognized in the three and nine months ended September 30, 2020 or 2019. There are no material uncertain tax positions and no uncertain income tax positions were recorded during the three and nine months ended September 30, 2020 or 2019, and we do not expect our uncertain tax position to change materially during the next twelve months. We file tax returns in the United States, at both the federal and state level, and in several foreign jurisdictions. Due to net operating loss carryforwards, our tax returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception.

Stock-based Compensation Plans

Stock-based Compensation Plans and Awards	9 Months Ended
	Sep. 30, 2020
Stock-based Compensation Plans and Awards
Stock-Based Compensation Plans and Awards	11. Stock-based Compensation Plans and Awards Stock-based Compensation Expense Stock-based compensation expense related to all employee and non-employee stock-based awards recognized in the condensed consolidated statements of operations was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Service costs ​ $ 265 ​ $ 315 ​ $ 1,002 ​ $ 758 ​ Sales and marketing ​ 300 ​ 269 ​ 1,028 ​ 520 ​ Product development ​ 658 ​ 635 ​ 2,000 ​ 1,791 ​ General and administrative ​ 812 ​ 1,241 ​ 3,232 ​ 3,521 ​ Total stock-based compensation ​ $ 2,035 ​ $ 2,460 ​ $ 7,262 ​ $ 6,590 ​ ​ Award Activity Stock Options Stock option activity is as follows (in thousands): ​ ​ ​ ​ ​ Number of ​ options ​ ​ outstanding Outstanding at December 31, 2019 1,810 Options exercised (1) Options forfeited or cancelled (109) Outstanding at September 30, 2020 1,700 ​ Restricted Stock Units Restricted stock unit activity is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ shares Unvested at December 31, 2019 3,038 Granted 1,238 Vested (1,612) Forfeited (271) Unvested at September 30, 2020 2,393 ​

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Stockholders' Equity
Stockholders' Equity	12. Stockholders’ Equity Stock Repurchases Under our stock repurchase plan, as amended in February 2012, we are authorized to repurchase up to $50.0 million of our common stock from time to time. We have not initiated any repurchases of our common stock since December 2016 and are not currently making repurchases. Shares repurchased by us are accounted for when the transaction is settled. As of September 30, 2020, there were no unsettled share repurchases. The par value of shares repurchased is deducted from common stock and any excess over par value is deducted from additional paid-in capital. Direct costs incurred to repurchase the shares are included in the total cost of the shares.

Acquisitions and Dispositions

Acquisitions and Dispositions	9 Months Ended
	Sep. 30, 2020
Acquisitions and Dispositions
Acquisitions and Dispositions	13. Acquisitions and Dispositions Acquisitions OnlyInYourState On February 1, 2019, pursuant to an Asset Purchase Agreement, we acquired substantially all of the assets of Only In Your State, LLC (“OnlyInYourState”), including its website that focuses on travel and local tourism for total consideration of $2.0 million in cash, of which $0.1 million was held back to secure post-closing indemnification obligations. In February 2020 we paid a total of $0.04 million to the sellers, net of $0.01 million related to post-closing indemnification obligations pursuant to the Asset Purchase Agreement. We evaluated the acquisition of OnlyInYourState under ASU 2017-01, Business Combinations: Clarifying the Definition of a Business ​ The acquisition is included in our condensed consolidated financial statements as of the closing date of the acquisition, which was February 1, 2019. Acquisition-related transaction costs were not material. Dispositions Asset Sale to Hearst Newspapers On April 24, 2020, we entered into an Asset Sale and Services Agreement (the “Agreement”) with Hearst, pursuant to which we sold a library of content carried on certain websites (the “Hearst Sites”) that had been hosted by us on behalf of Hearst (the “Hearst Content”) to Hearst for $9.5 million, of which $4.0 million was paid at signing. The balance of $5.5 million was paid on August 21, 2020, upon completion of the migration of the Hearst Content to servers controlled by Hearst. In addition, the Agreement contemplates that, for a Of the $9.5 million received for the sale as of September 30, 2020, we recorded a $9.3 million gain to other income, net, in the condensed consolidated statements of operations, net of a $0.2 million reduction of goodwill within the Media Group reporting unit. Disposition-related transaction costs were not material.

Business Segments

Business Segments	9 Months Ended
	Sep. 30, 2020
Business Segments
Business Segments	14. Business Segments ​ Prior to the third quarter of fiscal 2020, our two reportable segments, Marketplaces and Media, also represented our two reporting units for goodwill impairment testing. During the third quarter of fiscal 2020, our CODM realigned our operational structure into three reportable segments: Society6 Group, Saatchi Art Group, and Media Group. The reorganization consisted of separating our former Marketplaces segment into two separate segments, Society6 Group and Saatchi Art Group, with our Media segment remaining intact and renamed Media Group. The three reportable segments now represent our three reporting units, and also represent our three operating segments. We have recast all prior period amounts and segment information to conform to the way our CODM regularly reviews the segment performance. ​ Our Society6 Group segment consists of leading art and design marketplaces where large communities of artists can market and sell their original artwork or their original designs printed on a wide variety of products. Our Saatchi Art Group segment consists of a curated online art gallery, where a global community of artists exhibit and sell their original artwork directly to consumers and in-person at art fairs. Our Media Group segment consists of our leading owned and operated media properties that publish content, including videos, articles and other content formats, on various category-specific properties with distinct editorial voices, as well as other media properties focused on specific categories or interests that we either own and operate or host and operate for our partners. ​ Our CODM uses revenue and operating contribution to evaluate the profitability of our operating segments; all other financial information is reviewed by the CODM on a consolidated basis. Segment operating contribution reflects earnings before corporate and unallocated expenses and also excludes: (a) depreciation expense; (b) amortization of intangible assets; (c) share-based compensation expense; (d) interest and other income (expense); (e) income taxes; and (f) contingent payments to certain key employees/equity holders of acquired businesses. Our CODM does not evaluate our operating segments using asset information. We do not aggregate our operating segments. The majority of our principal operations and assets are located in the United States. The financial performance of our operating segments and reconciliation to consolidated operating loss is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ ​ ​ 2020 ​ 2019 ​ 2020 ​ 2019 ​ Segment Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ $ 43,631 $ 19,205 ​ $ 94,289 $ 51,406 ​ Saatchi Art Group ​ ​ ​ 4,668 ​ 4,122 ​ ​ 11,398 ​ 11,948 ​ Media Group ​ ​ ​ 14,956 ​ ​ 16,703 ​ 41,401 ​ ​ 46,503 ​ Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group (1) ​ ​ $ 39,862 $ 18,080 ​ $ 87,013 $ 51,524 ​ Saatchi Art Group (1) ​ ​ ​ 4,761 ​ ​ 4,432 ​ ​ 13,133 ​ ​ 13,670 ​ Media Group (1) ​ ​ ​ 8,833 ​ ​ 10,039 ​ ​ 26,759 ​ ​ 29,585 ​ Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic shared services and corporate overhead (2)(3) ​ ​ ​ 7,220 ​ ​ 7,179 ​ ​ 20,879 ​ ​ 22,343 ​ Consolidated operating expenses ​ ​ $ 60,676 ​ $ 39,730 ​ $ 147,784 ​ $ 117,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Operating Contribution: ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group (4) $ 3,769 $ 1,125 $ 7,276 $ (118) ​ Saatchi Art Group (4) ​ ​ ​ (93) ​ ​ (310) ​ (1,735) ​ ​ (1,722) ​ Media Group (4) ​ ​ ​ 6,123 ​ ​ 6,664 ​ 14,642 ​ ​ 16,918 ​ Deduct: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic shared services and corporate overhead (2)(3) ​ ​ ​ (7,220) ​ ​ (7,179) ​ ​ (20,879) ​ ​ (22,343) ​ Acquisition, disposition and realignment costs (5) ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Adjusted EBITDA (6) ​ ​ $ 2,579 ​ $ 300 ​ $ (696) ​ $ (7,265) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to consolidated pre-tax income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA (6) ​ ​ $ 2,579 $ 300 ​ $ (696) $ (7,265) ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ ​ ​ (102) ​ ​ 39 ​ ​ (265) ​ ​ 217 ​ Other income, net ​ ​ ​ 5,537 ​ ​ (6) ​ ​ 9,384 ​ ​ 6 ​ Depreciation and amortization (7) ​ ​ ​ (2,280) ​ ​ (2,362) ​ ​ (7,273) ​ ​ (7,740) ​ Stock-based compensation (8) ​ ​ ​ (2,035) ​ ​ (2,460) ​ ​ (7,262) ​ ​ (6,590) ​ Acquisition, disposition, realignment and contingent payment costs (9) ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ (90) ​ Income (loss) before income taxes (10) ​ ​ $ 3,699 ​ $ (4,489) ​ $ (6,112) ​ $ (21,462) ​ (1) Segment operating expenses reflects operating expenses that are directly attributable to the operating segment, not including corporate and unallocated expenses, and also excluding the following: (a) depreciation expense; (b) amortization of intangible assets; (c) share-based compensation expense; (d) interest and other income (expense); (e) income taxes; and (f) contingent payments to certain key employees/equity holders of acquired businesses. ​ (2) Strategic shared services include shared operating expenses that are not directly attributable to the operating segments, including: network operations center, marketing, business development, product development, creative, financial systems, quality assurance, software engineering, and information systems. Corporate overhead includes general and administrative support functions that are not directly attributable to the operating segments, including: executive, accounting, finance, human resources, legal, and facilities. Strategic shared services and corporate overhead excludes the following: (a) depreciation expense; (b) amortization of intangible assets; (c) share-based compensation expense; (d) interest and other income (expenses); and (e) income taxes. ​ (3) Strategic shared services and corporate overhead includes $2.1 million and $2.0 million in strategic shared services costs for the three months ended September 30, 2020 and 2019, respectively, and $5.1 million and $5.2 million in corporate overhead for the three months ended September 30, 2020 and 2019, respectively. Strategic shared services and corporate overhead include $6.0 million and $6.1 million in strategic shared services for the nine months ended September 30, 2020 and 2019, respectively, and $14.9 million and $16.2 million in corporate overhead for the nine months ended September 30, 2020 and 2019, respectively. (4) Segment operating contribution reflects segment revenue less segment operating expenses. Operating contribution has certain limitations in that it does not take into account the impact to the statement of operations of certain expenses and is not directly comparable to similar measures used by other companies. ​ (5) Represents such items, when applicable, as (a) legal, accounting and other professional service fees directly attributable to acquisition, disposition or corporate realignment activities, (b) employee severance, and (c) other payments attributable to acquisition, disposition or corporate realignment activities, excluding contingent payments to certain key employees/equity holders of acquired businesses. ​ (6) Adjusted EBITDA reflects net income (loss) excluding interest (income) expense, income tax expense (benefit), and certain other non-cash or non-recurring items impacting net income (loss) from time to time, principally comprised of depreciation and amortization, stock-based compensation, contingent payments to certain key employees/equity holders of acquired businesses and other payments attributable to acquisition, disposition or corporate realignment activities. ​ (7) Represents depreciation expense of our long-lived tangible assets and amortization expense of our finite-lived intangible assets, including amortization expense related to our investment in media content assets, included in our GAAP results of operations. ​ (8) Represents the expense related to stock-based awards granted to employees as included in our GAAP results of operations. ​ (9) Represents such items, when applicable, as (a) legal, accounting and other professional service fees directly attributable to acquisition, disposition or corporate realignment activities, (b) employee severance, (c) contingent payments to certain key employees/equity holders of acquired businesses and (d) other payments attributable to acquisition, disposition or corporate realignment activities. ​ (10) For the nine months ended September 30, 2020, we had $1.5 million in cost savings, which included temporary salary cuts of our executive team and salaried direct workforce (whose salaries were reinstated effective with payroll paid on June 30, 2020) and compensation cuts and deferrals of compensation of our independent directors (whose cash retainer compensation was reinstated, effective July 1, 2020), neither of which is expected to reoccur. ​ Revenue by geographic region, as determined based on the location of our customers or anticipated destination of use, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Domestic ​ ​ $ 57,579 ​ $ 35,041 ​ $ 132,292 ​ $ 94,336 International ​ ​ 5,676 ​ 4,989 ​ 14,796 ​ 15,521 Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857 ​

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2020
Fair Value Measurements
Fair Value Measurements	15. Fair Value ​ As of each of the periods ended September 30, 2020 and 2019, we did not have any Level 1 financial assets measured at fair value. In May 2017, we recorded a contingent consideration liability as a result of the acquisition of Deny Designs for $2.8 million. The minimum maximum each three years

Net Income (Loss) Per Share

Net Income (Loss) Per Share	9 Months Ended
	Sep. 30, 2020
Net Loss Per Share
Net Income (Loss) Per Share	​ 16. Net Income (Loss) Per Share ​ The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Net income (loss) ​ $ 3,686 ​ $ (4,485) ​ $ (6,187) ​ $ (21,533) ​ Weighted average common shares outstanding—basic ​ 27,016 ​ 26,089 ​ 26,720 ​ 25,868 ​ Net income (loss) per share—basic ​ $ 0.14 ​ $ (0.17) ​ $ (0.23) ​ $ (0.83) ​ Weighted average common shares outstanding—diluted ​ 27,954 ​ 26,089 ​ 26,720 ​ 25,868 ​ Net income (loss) per share—diluted ​ $ 0.13 ​ $ (0.17) ​ $ (0.23) ​ $ (0.83) ​ ​ For the three months ended September 30, 2020 and 2019, we excluded 2.5 million and 5.0 million shares, respectively, from the calculation of diluted weighted average common shares outstanding, as their inclusion would have been antidilutive. For the nine months ended September 30, 2020 and 2019, we excluded 4.1 million and 5.0 million shares, respectively, from the calculation of diluted weighted average common shares outstanding, as their inclusion would have been antidilutive. For the three months ended September 30, 2019, had we reported net income, 0.1 million common shares would have been included in the number of shares used to calculate earnings per share. For the nine months ended September 30, 2020 and 2019, had we reported net income, 0.3 million and 0.4 million common shares would have been included in the number of shares used to calculate earnings per share, respectively.

Basis of Presentation (Policies

Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2020
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	The accompanying interim condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and the condensed consolidated statement of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 are unaudited and have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. In the opinion of management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our statement of financial position as of September 30, 2020, our results of operations for the three and nine months ended September 30, 2020 and 2019, and our cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2019 has been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. The interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), for interim financial information and with the instructions from the U.S. Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. We continue to closely monitor the effects of the COVID-19 pandemic (the “Pandemic”), its spread and the resulting global implications and effects. To date, the Pandemic has been most challenging for our media business due to decreased marketing spending from affected customers, and for our The Other Art Fair business, as we have postponed or cancelled all 14 art fairs originally scheduled for 2020. While the overall economic climate attributable to the Pandemic had brought a reduction in revenues per visit as many advertisers were cancelling or delaying ad buys while assessing the likely impacts of the Pandemic on their businesses, in the third quarter of 2020, revenues per visit has recovered and increased as compared to the same period in 2019. At the same time, we have seen that the Pandemic has provided a boost to our Society6 Group and Saatchi Art Group businesses. As the Pandemic continues to spread in the United States and elsewhere, we cannot predict what ultimate impact the Pandemic will have on our operations, which depend on future developments, many of which are outside of our control, highly uncertain and cannot be predicted with confidence, including the duration of the Pandemic, new information which may emerge concerning the severity of the Pandemic, the time it takes for an effective treatment and/or vaccine for COVID-19 to become widely available, and the scope and duration of preventative and protective actions that federal, state and local governments or we may direct, all of which may result in an extended period of continued business impacts. Due to the economic climate attributable to the Pandemic, we may also experience slowed customer demand that could materially adversely impact our business, results of operations and overall financial performance in future periods.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of Leaf Group and its wholly owned subsidiaries. Acquisitions are included in our condensed consolidated financial statements from the date of the acquisition. Our purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed liabilities in business combinations, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, the fair value of equity-based compensation awards, and deferred income tax assets and liabilities. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of our assets and liabilities.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. For public companies, these amendments are effective for the fiscal years and interim periods within those fiscal years beginning after December 15, 2020. Early adoption of the amendments is permitted. The Company is currently evaluating the impact of this standard.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2020
Revenue Recognition
Schedule of disaggregation of revenue	The following table presents our revenues disaggregated by revenue source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Product revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ $ 43,618 ​ $ 19,101 ​ $ 93,970 ​ $ 51,280 Saatchi Art Group ​ ​ ​ 1,517 ​ ​ 510 ​ ​ 3,468 ​ ​ 1,741 Media Group ​ ​ ​ — ​ ​ — ​ ​ 1 ​ ​ — Total product revenue ​ ​ ​ 45,135 ​ ​ 19,611 ​ ​ 97,439 ​ ​ 53,021 Service revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ ​ 13 ​ ​ 104 ​ ​ 319 ​ ​ 126 Saatchi Art Group ​ ​ ​ 3,151 ​ ​ 3,612 ​ ​ 7,930 ​ ​ 10,207 Media Group ​ ​ ​ 14,956 ​ ​ 16,703 ​ ​ 41,400 ​ ​ 46,503 Total service revenue ​ ​ ​ 18,120 ​ ​ 20,419 ​ ​ 49,649 ​ ​ 56,836 Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2020
Property and Equipment
Schedule of Property and Equipment	Property and equipment consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2020 ​ 2019 Computers and other related equipment ​ $ 11,877 ​ $ 11,333 ​ Purchased and internally developed software ​ 39,076 ​ 34,008 ​ Furniture and fixtures ​ 1,514 ​ 1,514 ​ Leasehold improvements ​ ​ 6,795 ​ 6,795 ​ Machinery and related equipment ​ 782 ​ 569 ​ ​ ​ 60,044 ​ 54,219 ​ Less accumulated depreciation ​ (45,711) ​ (40,422) ​ Property and equipment, net ​ $ 14,333 ​ $ 13,797 ​
Schedule of Depreciation Expense	Depreciation and software amortization expense, which includes no losses on disposal of property and equipment for the three and nine months ended September 30, 2020 and less than $0.1 million for each of the three and nine months ended September 30, 2019, is shown by classification below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Product costs ​ $ 479 ​ $ 401 ​ $ 1,538 ​ $ 1,162 ​ Service costs ​ ​ 1,116 ​ ​ 951 ​ ​ 3,265 ​ ​ 2,831 ​ Sales and marketing ​ 10 ​ 7 ​ 29 ​ 20 ​ Product development ​ 15 ​ 12 ​ 42 ​ 35 ​ General and administrative ​ 142 ​ 184 ​ 477 ​ 1,073 ​ Total depreciation ​ $ 1,762 ​ $ 1,555 ​ $ 5,351 ​ $ 5,121 ​

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets
Changes in Goodwill Balance	The following table presents the changes in our goodwill balance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group Saatchi Art Group ​ Marketplaces ​ Media Group ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2019 $ — ​ $ — ​ $ 17,140 ​ $ 2,325 ​ $ 19,465 ​ Foreign currency impact ​ ​ — ​ ​ — ​ ​ (21) ​ ​ — ​ ​ (21) ​ Dispositions ​ — ​ — ​ — ​ (200) ​ (200) ​ Reallocation among new reporting units ​ ​ 14,757 ​ ​ 2,362 ​ ​ (17,119) ​ ​ — ​ ​ — ​ Balance at September 30, 2020 ​ $ 14,757 ​ $ 2,362 ​ $ — ​ $ 2,125 ​ $ 19,244 ​
Schedule of Intangible Assets	Intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2020 ​ ​ Gross carrying ​ Accumulated ​ Net carrying ​ ​ amount ​ amortization ​ amount Customer relationships ​ $ 4,003 ​ $ (3,548) ​ $ 455 Artist relationships ​ 12,225 ​ (11,507) ​ 718 Media content ​ 86,164 ​ (86,039) ​ 125 Technology ​ 6,204 ​ (6,204) ​ — Non-compete agreements ​ 25 ​ (25) ​ — Trade names ​ 18,912 ​ (8,898) ​ 10,014 ​ ​ $ 127,533 ​ $ (116,221) ​ $ 11,312 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2019 ​ ​ Gross carrying ​ Accumulated ​ Net carrying ​ ​ amount ​ amortization ​ amount Customer relationships ​ $ 4,003 ​ $ (3,074) ​ $ 929 Artist relationships ​ 12,230 ​ (11,336) ​ 894 Media content ​ 91,491 ​ (91,333) ​ 158 Technology ​ 6,204 ​ (6,156) ​ 48 Non-compete agreements ​ 25 ​ (25) ​ — Trade names ​ 18,276 ​ (7,716) ​ 10,560 ​ ​ $ 132,229 ​ $ (119,640) ​ $ 12,589
Amortization Expense by Classification	Total amortization expense for the periods shown below includes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Service costs ​ $ 10 ​ $ 17 ​ $ 34 ​ $ 105 ​ Sales and marketing ​ 116 ​ 288 ​ 650 ​ 892 ​ Product development ​ — ​ 104 ​ 69 ​ 428 ​ General and administrative ​ 392 ​ 398 ​ 1,169 ​ 1,194 ​ Total amortization ​ $ 518 ​ $ 807 ​ $ 1,922 ​ $ 2,619 ​

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2020
Accrued Expenses and Other Liabilities
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 Accrued payroll and related items ​ $ 4,422 ​ $ 3,841 ​ Artist payables ​ 6,946 ​ 5,640 ​ Accrued product costs ​ 2,395 ​ 1,678 ​ Operating lease liabilities ​ ​ 3,083 ​ ​ 2,772 ​ Contingent liabilities ​ ​ — ​ ​ 1,087 ​ Other ​ 7,616 ​ 6,273 ​ Accrued expenses and other current liabilities ​ $ 24,462 ​ $ 21,291 ​

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2020
Debt
Schedule of current and non current debt	Current and non-current debt consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2020 2019 Current debt ​ ​ ​ ​ ​ ​ ​ Credit facility ​ $ 4,000 ​ $ 4,000 ​ PPP loan ​ 4,366 ​ ​ — ​ Other ​ ​ 41 ​ ​ — ​ Total current debt ​ ​ 8,407 ​ ​ 4,000 ​ Non-current debt ​ ​ ​ ​ ​ ​ ​ PPP loan ​ ​ 2,778 ​ ​ — ​ Other ​ ​ 201 ​ ​ — ​ Total non-current debt ​ 2,979 ​ ​ — ​ Total debt ​ $ 11,386 ​ $ 4,000 ​

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2020
Leases
Schedule of supplemental cash flow information related to leases	Supplemental cash flow information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 998 ​ $ 625 ​ $ 2,993 ​ $ 2,063 ​
Schedule of supplemental balance sheet information related to leases	Supplemental balance sheet information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ 2020 ​ 2019 Operating leases: ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 10,726 ​ $ 12,645 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ 3,083 ​ 2,772 ​ Operating lease liabilities ​ 8,561 ​ 10,863 ​ Total operating lease liabilities ​ $ 11,644 ​ $ 13,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 4 years ​ ​ 4 years ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 9% ​ ​ 9% ​
Schedule of maturities of operating lease liabilities	Maturities of operating lease liabilities as of September 30, 2020 were as follows (in thousands): ​ ​ ​ ​ ​ ​ Operating ​ Leases 2020 ​ $ 1,011 2021 ​ ​ 3,949 2022 ​ ​ 3,829 2023 ​ ​ 3,496 2024 ​ ​ 1,336 Thereafter ​ ​ — Total lease payments ​ $ 13,621 Less imputed interest ​ ​ 1,977 Total operating lease liabilities ​ $ 11,644

Stock-based Compensation Plan_2

Stock-based Compensation Plans and Awards (Tables)	9 Months Ended
	Sep. 30, 2020
Stock-based Compensation Plans and Awards
Stock-based Compensation Expense	Stock-based compensation expense related to all employee and non-employee stock-based awards recognized in the condensed consolidated statements of operations was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ 2020 2019 2020 2019 Service costs ​ $ 265 ​ $ 315 ​ $ 1,002 ​ $ 758 ​ Sales and marketing ​ 300 ​ 269 ​ 1,028 ​ 520 ​ Product development ​ 658 ​ 635 ​ 2,000 ​ 1,791 ​ General and administrative ​ 812 ​ 1,241 ​ 3,232 ​ 3,521 ​ Total stock-based compensation ​ $ 2,035 ​ $ 2,460 ​ $ 7,262 ​ $ 6,590 ​
Stock Options Activity	Stock option activity is as follows (in thousands): ​ ​ ​ ​ ​ Number of ​ options ​ ​ outstanding Outstanding at December 31, 2019 1,810 Options exercised (1) Options forfeited or cancelled (109) Outstanding at September 30, 2020 1,700
Restricted Stock Unit Activity	Restricted stock unit activity is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ shares Unvested at December 31, 2019 3,038 Granted 1,238 Vested (1,612) Forfeited (271) Unvested at September 30, 2020 2,393

Business Segments (Tables)

Business Segments (Tables)	9 Months Ended
	Sep. 30, 2020
Business Segments
Schedule of financial performance of our operating segments and reconciliation to consolidated operating loss	The financial performance of our operating segments and reconciliation to consolidated operating loss is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ ​ ​ 2020 ​ 2019 ​ 2020 ​ 2019 ​ Segment Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group ​ ​ $ 43,631 $ 19,205 ​ $ 94,289 $ 51,406 ​ Saatchi Art Group ​ ​ ​ 4,668 ​ 4,122 ​ ​ 11,398 ​ 11,948 ​ Media Group ​ ​ ​ 14,956 ​ ​ 16,703 ​ 41,401 ​ ​ 46,503 ​ Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group (1) ​ ​ $ 39,862 $ 18,080 ​ $ 87,013 $ 51,524 ​ Saatchi Art Group (1) ​ ​ ​ 4,761 ​ ​ 4,432 ​ ​ 13,133 ​ ​ 13,670 ​ Media Group (1) ​ ​ ​ 8,833 ​ ​ 10,039 ​ ​ 26,759 ​ ​ 29,585 ​ Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic shared services and corporate overhead (2)(3) ​ ​ ​ 7,220 ​ ​ 7,179 ​ ​ 20,879 ​ ​ 22,343 ​ Consolidated operating expenses ​ ​ $ 60,676 ​ $ 39,730 ​ $ 147,784 ​ $ 117,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Operating Contribution: ​ ​ ​ ​ ​ ​ ​ ​ ​ Society6 Group (4) $ 3,769 $ 1,125 $ 7,276 $ (118) ​ Saatchi Art Group (4) ​ ​ ​ (93) ​ ​ (310) ​ (1,735) ​ ​ (1,722) ​ Media Group (4) ​ ​ ​ 6,123 ​ ​ 6,664 ​ 14,642 ​ ​ 16,918 ​ Deduct: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic shared services and corporate overhead (2)(3) ​ ​ ​ (7,220) ​ ​ (7,179) ​ ​ (20,879) ​ ​ (22,343) ​ Acquisition, disposition and realignment costs (5) ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Adjusted EBITDA (6) ​ ​ $ 2,579 ​ $ 300 ​ $ (696) ​ $ (7,265) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to consolidated pre-tax income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA (6) ​ ​ $ 2,579 $ 300 ​ $ (696) $ (7,265) ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ ​ ​ (102) ​ ​ 39 ​ ​ (265) ​ ​ 217 ​ Other income, net ​ ​ ​ 5,537 ​ ​ (6) ​ ​ 9,384 ​ ​ 6 ​ Depreciation and amortization (7) ​ ​ ​ (2,280) ​ ​ (2,362) ​ ​ (7,273) ​ ​ (7,740) ​ Stock-based compensation (8) ​ ​ ​ (2,035) ​ ​ (2,460) ​ ​ (7,262) ​ ​ (6,590) ​ Acquisition, disposition, realignment and contingent payment costs (9) ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ (90) ​ Income (loss) before income taxes (10) ​ ​ $ 3,699 ​ $ (4,489) ​ $ (6,112) ​ $ (21,462) ​ (1) Segment operating expenses reflects operating expenses that are directly attributable to the operating segment, not including corporate and unallocated expenses, and also excluding the following: (a) depreciation expense; (b) amortization of intangible assets; (c) share-based compensation expense; (d) interest and other income (expense); (e) income taxes; and (f) contingent payments to certain key employees/equity holders of acquired businesses. ​ (2) Strategic shared services include shared operating expenses that are not directly attributable to the operating segments, including: network operations center, marketing, business development, product development, creative, financial systems, quality assurance, software engineering, and information systems. Corporate overhead includes general and administrative support functions that are not directly attributable to the operating segments, including: executive, accounting, finance, human resources, legal, and facilities. Strategic shared services and corporate overhead excludes the following: (a) depreciation expense; (b) amortization of intangible assets; (c) share-based compensation expense; (d) interest and other income (expenses); and (e) income taxes. ​ (3) Strategic shared services and corporate overhead includes $2.1 million and $2.0 million in strategic shared services costs for the three months ended September 30, 2020 and 2019, respectively, and $5.1 million and $5.2 million in corporate overhead for the three months ended September 30, 2020 and 2019, respectively. Strategic shared services and corporate overhead include $6.0 million and $6.1 million in strategic shared services for the nine months ended September 30, 2020 and 2019, respectively, and $14.9 million and $16.2 million in corporate overhead for the nine months ended September 30, 2020 and 2019, respectively. (4) Segment operating contribution reflects segment revenue less segment operating expenses. Operating contribution has certain limitations in that it does not take into account the impact to the statement of operations of certain expenses and is not directly comparable to similar measures used by other companies. ​ (5) Represents such items, when applicable, as (a) legal, accounting and other professional service fees directly attributable to acquisition, disposition or corporate realignment activities, (b) employee severance, and (c) other payments attributable to acquisition, disposition or corporate realignment activities, excluding contingent payments to certain key employees/equity holders of acquired businesses. ​ (6) Adjusted EBITDA reflects net income (loss) excluding interest (income) expense, income tax expense (benefit), and certain other non-cash or non-recurring items impacting net income (loss) from time to time, principally comprised of depreciation and amortization, stock-based compensation, contingent payments to certain key employees/equity holders of acquired businesses and other payments attributable to acquisition, disposition or corporate realignment activities. ​ (7) Represents depreciation expense of our long-lived tangible assets and amortization expense of our finite-lived intangible assets, including amortization expense related to our investment in media content assets, included in our GAAP results of operations. ​ (8) Represents the expense related to stock-based awards granted to employees as included in our GAAP results of operations. ​ (9) Represents such items, when applicable, as (a) legal, accounting and other professional service fees directly attributable to acquisition, disposition or corporate realignment activities, (b) employee severance, (c) contingent payments to certain key employees/equity holders of acquired businesses and (d) other payments attributable to acquisition, disposition or corporate realignment activities. ​ (10) For the nine months ended September 30, 2020, we had $1.5 million in cost savings, which included temporary salary cuts of our executive team and salaried direct workforce (whose salaries were reinstated effective with payroll paid on June 30, 2020) and compensation cuts and deferrals of compensation of our independent directors (whose cash retainer compensation was reinstated, effective July 1, 2020), neither of which is expected to reoccur.
Summary of Revenue by Geographic Region	​ Revenue by geographic region, as determined based on the location of our customers or anticipated destination of use, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Domestic ​ ​ $ 57,579 ​ $ 35,041 ​ $ 132,292 ​ $ 94,336 International ​ ​ 5,676 ​ 4,989 ​ 14,796 ​ 15,521 Total revenue ​ ​ $ 63,255 ​ $ 40,030 ​ $ 147,088 ​ $ 109,857

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2020
Net Loss Per Share
Schedule of Computation of Basic and Diluted Net Loss Per Share	​ The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2020 2019 2020 2019 Net income (loss) ​ $ 3,686 ​ $ (4,485) ​ $ (6,187) ​ $ (21,533) ​ Weighted average common shares outstanding—basic ​ 27,016 ​ 26,089 ​ 26,720 ​ 25,868 ​ Net income (loss) per share—basic ​ $ 0.14 ​ $ (0.17) ​ $ (0.23) ​ $ (0.83) ​ Weighted average common shares outstanding—diluted ​ 27,954 ​ 26,089 ​ 26,720 ​ 25,868 ​ Net income (loss) per share—diluted ​ $ 0.13 ​ $ (0.17) ​ $ (0.23) ​ $ (0.83) ​

Company Background and Overvi_2

Company Background and Overview (Details)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020segmentitem	Jun. 30, 2020segment	Sep. 30, 2020segmentitem	Dec. 31, 2019segment
Company Background and Overview
Number of reportable segments	3	2	3	2
Number of reporting units	3	2	3	2
Number of operating segments			3
Minimum
Company Background and Overview
Number of other media properties owned or hosted | item			60
Marketplaces
Company Background and Overview
Number of reporting segments created from division of previous reporting segment	2

Basis of Presentation (Details)

Basis of Presentation (Details)	Sep. 30, 2020item
Basis of Presentation and Summary of Significant Accounting Policies
Number of art fairs postponed or cancelled	14

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of revenue
Total revenue	$ 63,255	$ 40,030	$ 147,088	$ 109,857
Deferred Revenue
Revenue recognized			2,200
Product
Disaggregation of revenue
Total revenue	45,135	19,611	97,439	53,021
Service
Disaggregation of revenue
Total revenue	18,120	20,419	49,649	56,836
Society6 Group
Disaggregation of revenue
Total revenue	43,631	19,205	94,289	51,406
Society6 Group | Product
Disaggregation of revenue
Total revenue	43,618	19,101	93,970	51,280
Society6 Group | Service
Disaggregation of revenue
Total revenue	13	104	319	126
Saatchi Art Group
Disaggregation of revenue
Total revenue	4,668	4,122	11,398	11,948
Saatchi Art Group | Product
Disaggregation of revenue
Total revenue	1,517	510	3,468	1,741
Saatchi Art Group | Service
Disaggregation of revenue
Total revenue	3,151	3,612	7,930	10,207
Media Group
Disaggregation of revenue
Total revenue	14,956	16,703	41,401	46,503
Media Group | Product
Disaggregation of revenue
Total revenue			1
Media Group | Service
Disaggregation of revenue
Total revenue	$ 14,956	$ 16,703	$ 41,400	$ 46,503

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property and Equipment
Property and equipment, gross	$ 60,044	$ 54,219
Less accumulated depreciation	(45,711)	(40,422)
Property and equipment, net	14,333	13,797
Computer and Other Related Equipment
Property and Equipment
Property and equipment, gross	11,877	11,333
Purchased and Internally Developed Software
Property and Equipment
Property and equipment, gross	39,076	34,008
Furniture and Fixtures
Property and Equipment
Property and equipment, gross	1,514	1,514
Leasehold Improvements
Property and Equipment
Property and equipment, gross	6,795	6,795
Machinery and related equipment
Property and Equipment
Property and equipment, gross	$ 782	$ 569

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property and Equipment
Loss on disposal of property and equipment	$ 0		$ 0
Maximum
Property and Equipment
Loss on disposal of property and equipment		$ 100		$ 100

Property and Equipment - Sche_2

Property and Equipment - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property and Equipment
Depreciation	$ 1,762	$ 1,555	$ 5,351	$ 5,121
Product Costs
Property and Equipment
Depreciation	479	401	1,538	1,162
Service Costs
Property and Equipment
Depreciation	1,116	951	3,265	2,831
Sales and Marketing
Property and Equipment
Depreciation	10	7	29	20
Product Development
Property and Equipment
Depreciation	15	12	42	35
General and Administrative
Property and Equipment
Depreciation	$ 142	$ 184	$ 477	$ 1,073

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Changes in Goodwill Balance (Details) $ in Thousands	Apr. 24, 2020USD ($)	Jun. 30, 2018USD ($)	Sep. 30, 2020USD ($)segmentitem	Jun. 30, 2020USD ($)segment	Sep. 30, 2020USD ($)segment	Dec. 31, 2019USD ($)segment
Goodwill
Goodwill, Beginning Balance				$ 19,465	$ 19,465
Foreign currency impact					(21)
Dispositions					(200)
Goodwill, Ending Balance			$ 19,244		$ 19,244	$ 19,465
Number of reporting units			3	2	3	2
Society6 Group
Goodwill
Reallocation among new reporting units					$ 14,757
Goodwill, Ending Balance			$ 14,757		14,757
Saatchi Art Group
Goodwill
Reallocation among new reporting units					2,362
Goodwill, Ending Balance			$ 2,362		2,362
Marketplaces
Goodwill
Goodwill, Beginning Balance				$ 17,140	17,140
Foreign currency impact					(21)
Reallocation among new reporting units					(17,119)
Goodwill, Ending Balance						$ 17,140
Number of reporting units divided | segment			1
Number of reporting units created from division of previous reporting unit | segment			2
Media Group
Goodwill
Goodwill, Beginning Balance				$ 2,325	2,325
Dispositions					(200)
Goodwill, Ending Balance			$ 2,125		2,125	$ 2,325
Media Group | Hearst Content | Sold
Goodwill
Dispositions	$ (200)				$ (200)
Media Group | Well+Good
Goodwill
Goodwill from acquisition		$ 2,300

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Intangible Assets
Gross carrying amount	$ 127,533	$ 132,229
Accumulated amortization	(116,221)	(119,640)
Net carrying amount	11,312	12,589
Customer Relationships
Intangible Assets
Gross carrying amount	4,003	4,003
Accumulated amortization	(3,548)	(3,074)
Net carrying amount	455	929
Artist Relationships
Intangible Assets
Gross carrying amount	12,225	12,230
Accumulated amortization	(11,507)	(11,336)
Net carrying amount	718	894
Media content
Intangible Assets
Gross carrying amount	86,164	91,491
Accumulated amortization	(86,039)	(91,333)
Net carrying amount	125	158
Technology
Intangible Assets
Gross carrying amount	6,204	6,204
Accumulated amortization	(6,204)	(6,156)
Net carrying amount		48
Non-compete agreements
Intangible Assets
Gross carrying amount	25	25
Accumulated amortization	(25)	(25)
Trade Names
Intangible Assets
Gross carrying amount	18,912	18,276
Accumulated amortization	(8,898)	(7,716)
Net carrying amount	$ 10,014	$ 10,560

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Intangible Assets
Total amortization	$ 518	$ 807	$ 1,922	$ 2,619
Service Costs
Intangible Assets
Total amortization	10	17	34	105
Sales and Marketing
Intangible Assets
Total amortization	116	288	650	892
Product Development
Intangible Assets
Total amortization		104	69	428
General and Administrative
Intangible Assets
Total amortization	$ 392	$ 398	$ 1,169	$ 1,194

Accrued Expenses and Other Liab

Accrued Expenses and Other Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued Expenses and Other Liabilities
Accrued payroll and related items	$ 4,422	$ 3,841
Artist payables	6,946	5,640
Accrued product costs	2,395	1,678
Operating lease liabilities	3,083	2,772
Contingent liabilities		1,087
Other	7,616	6,273
Accrued expenses and other current liabilities	$ 24,462	$ 21,291

Accrued Expenses and Other Li_2

Accrued Expenses and Other Liabilities - Contingent Consideration (Details) - Deny Designs $ in Thousands	May 01, 2017USD ($)installment	May 31, 2020USD ($)	May 31, 2019USD ($)	May 31, 2018USD ($)	Sep. 30, 2020USD ($)
Contingent consideration
Maximum contingent consideration	$ 3,600
Number of annual installments | installment	3
Contingent consideration	$ 2,800				$ 0
Cash installments paid for contingent consideration liability		$ 1,200	$ 1,200	$ 1,100

Debt - Debt schedule (Details)

Debt - Debt schedule (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Debt
Debt, current	$ 8,407	$ 4,000
Debt, non current	2,979
Total debt	11,386	4,000
Credit facility
Debt
Debt, current	4,000	$ 4,000
Total debt	4,000
PPP loan
Debt
Debt, current	4,366
Debt, non current	2,778
Other
Debt
Debt, current	41
Debt, non current	$ 201

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($) $ in Thousands	Jun. 01, 2020	Nov. 07, 2019	Sep. 30, 2020	Dec. 31, 2019
Debt
Debt			$ 11,386	$ 4,000
Credit facility
Debt
Debt term		364 days
Maximum borrowing capacity	$ 10,000	$ 10,000
Maximum borrowing capacity as a percent of advance rate against eligible accounts receivable		80.00%
Interest rate (as a percent)			5.25%
Unused commitment fee (as a percent)		0.20%
Debt instrument, Required Percentage of global cash		85.00%
Debt instrument, Maximum threshold consecutive business days		10 days
Debt instrument, Threshold percentage of global cash to be maintained		75.00%
Percentage multiplier on net trade accounts receivable in calculating liquidity ratio	60.00%
Minimum Liquidity Ratio	1.50
Flexibility period of incremental borrowing	6 months
Debt			$ 4,000
Borrowing availability			$ 7,400
Credit facility | Minimum
Debt
Interest rate (as a percent)		5.00%
Credit facility | WSJ Prime Rate
Debt
Basis spread (as a percent)		0.50%

Debt - Paycheck Protection Prog

Debt - Paycheck Protection Program Loan (Details) - PPP loan - USD ($) $ in Millions	Apr. 20, 2020	Sep. 30, 2020
Debt
Loan amount	$ 7.1	$ 7.1
Interest rate (as a percent)	1.00%
Debt term	2 years

Leases - ASU (Details)

Leases - ASU (Details) - USD ($) $ in Millions	Jan. 01, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases
Lease, Practical Expedients, Package	true
Lease expense		$ 1	$ 0.8	$ 2.9	$ 2.1
ASU 2016-02
Leases
Change in Accounting Principle, Accounting Standards Update, Adopted	true

Leases - Cash flow information

Leases - Cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 998	$ 625	$ 2,993	$ 2,063

Leases - Balance sheet informat

Leases - Balance sheet information (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating lease
Operating lease right-of-use assets	$ 10,726	$ 12,645
Operating lease liabilities, current	$ 3,083	$ 2,772
Operating Lease, Liability, Current, Statement of Financial Position	leaf:AccruedAndOtherLiabilitiesCurrent	leaf:AccruedAndOtherLiabilitiesCurrent
Operating lease liabilities, noncurrent	$ 8,561	$ 10,863
Total operating lease liabilities	$ 11,644	$ 13,635
Weighted average remaining lease term, Operating lease	4 years	4 years
Weighted average discount rate, Operating lease	9.00%	9.00%

Leases - Maturities of lease li

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Maturities of lease liabilities
2020	$ 1,011
2021	3,949
2022	3,829
2023	3,496
2024	1,336
Total lease payments	13,621
Less imputed interest	1,977
Total operating lease liabilities	$ 11,644	$ 13,635

Income Taxes - Expense (Details

Income Taxes - Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income taxes
Income tax expense	$ 13	$ (4)	$ 75	$ 71
Interest and penalties	0	0	0	0
Uncertain income tax positions recorded	0	0	0	0
Maximum
Income taxes
Income tax expense	$ 100	$ 100	$ 100	$ 100

Stock-based Compensation Plan_3

Stock-based Compensation Plans and Awards - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock-based Compensation Plans and Awards
Stock-based compensation expense	$ 2,035	$ 2,460	$ 7,262	$ 6,590
Service Costs
Stock-based Compensation Plans and Awards
Stock-based compensation expense	265	315	1,002	758
Sales and Marketing
Stock-based Compensation Plans and Awards
Stock-based compensation expense	300	269	1,028	520
Product Development
Stock-based Compensation Plans and Awards
Stock-based compensation expense	658	635	2,000	1,791
General and Administrative
Stock-based Compensation Plans and Awards
Stock-based compensation expense	$ 812	$ 1,241	$ 3,232	$ 3,521

Stock-based Compensation Plan_4

Stock-based Compensation Plans and Awards - Stock Options Activity (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2020shares
Stock option activity
Outstanding beginning balance (in shares)	1,810
Options exercised (in shares)	(1)
Options forfeited or cancelled (in shares)	(109)
Outstanding ending balance (in shares)	1,700

Stock-based Compensation Plan_5

Stock-based Compensation Plans and Awards - Restricted Stock Unit Activity (Details) - Restricted stock units (RSUs) shares in Thousands	9 Months Ended
	Sep. 30, 2020shares
Restricted stock unit activity
Unvested beginning balance (in shares)	3,038
Granted (in shares)	1,238
Vested (in shares)	(1,612)
Forfeited (in shares)	(271)
Unvested ending balance (in shares)	2,393

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ in Millions	Sep. 30, 2020	Feb. 29, 2012
Stockholders Equity
Repurchases unsettled (in shares)	0
Common Stock
Stockholders Equity
Authorized amount to repurchase		$ 50
Stock repurchase remaining authorized amount	$ 14.3

Acquisitions and Dispositions -

Acquisitions and Dispositions - OnlyInYourState (Details) - OnlyInYourState - USD ($) $ in Thousands	Feb. 01, 2019	Feb. 29, 2020
Acquisitions
Consideration	$ 2,000
Amount of consideration held back	100
Cash paid		$ 40
Post-closing indemnification obligations subtracted from payment		$ 10
Trademark
Acquisitions
Purchase price allocation	$ 2,000
Estimated useful life	10 years

Acquisitions and Dispositions_2

Acquisitions and Dispositions - Disposition (Details) - USD ($) $ in Thousands	Aug. 21, 2020	Apr. 24, 2020	Sep. 30, 2020	Sep. 30, 2020
Disposition
Gain from sale of asset				$ 9,300
Reduction of goodwill				$ 200
Services Agreement | Hearst
Disposition
Term of service agreement				3 years
Media Group
Disposition
Reduction of goodwill				$ 200
Hearst Content | Sold
Disposition
Consideration received or receivable		$ 9,500
Cash received from disposal of businesses and online properties, net of cash disposed	$ 5,500	4,000	$ 9,500
Gain from sale of asset				9,300
Hearst Content | Sold | Media Group
Disposition
Reduction of goodwill		$ 200		$ 200

Business Segments - Number of O

Business Segments - Number of Operating Segments (Details)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020segmentitem	Jun. 30, 2020segment	Sep. 30, 2020segment	Dec. 31, 2019segment
Segments
Number of reportable segments	3	2	3	2
Number of reporting units	3	2	3	2
Number of operating segments			3
Marketplaces
Segments
Number of reporting segments created from division of previous reporting segment	2

Business Segments - Financial P

Business Segments - Financial Performance by Segment and Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Revenue:
Total revenue	$ 63,255	$ 40,030	$ 147,088	$ 109,857
Segment Operating Expenses:
Consolidated operating expenses	60,676	39,730	147,784	117,122
Segment operating contribution and Reconciliation to consolidated pre-tax income (loss):
Adjusted EBITDA	2,579	300	(696)	(7,265)
Add (deduct)
Interest income (expense), net	(102)	39	(265)	217
Other income, net	5,537	(6)	9,384	6
Depreciation and amortization	(2,280)	(2,362)	(7,273)	(7,740)
Stock-based compensation	(2,035)	(2,460)	(7,262)	(6,590)
Acquisition, disposition, realignment and contingent payment costs				(90)
Income (loss) before income taxes	3,699	(4,489)	(6,112)	(21,462)
Temporary cuts in salaries and compensation			1,500
Strategic shared services and corporate overhead
Segment Operating Expenses:
Consolidated operating expenses	7,220	7,179	20,879	22,343
Segment operating contribution and Reconciliation to consolidated pre-tax income (loss):
Adjusted EBITDA, excluding acquisition, disposition and realignment costs	(7,220)	(7,179)	(20,879)	(22,343)
Add (deduct)
Strategic shared services	2,100	2,000	6,000	6,100
Overhead costs	5,100	5,200	14,900	16,200
Product
Segment Revenue:
Total revenue	45,135	19,611	97,439	53,021
Service
Segment Revenue:
Total revenue	18,120	20,419	49,649	56,836
Society6 Group
Segment Revenue:
Total revenue	43,631	19,205	94,289	51,406
Society6 Group | Operating Segments
Segment Operating Expenses:
Consolidated operating expenses	39,862	18,080	87,013	51,524
Segment operating contribution and Reconciliation to consolidated pre-tax income (loss):
Adjusted EBITDA, excluding acquisition, disposition and realignment costs	3,769	1,125	7,276	(118)
Society6 Group | Product
Segment Revenue:
Total revenue	43,618	19,101	93,970	51,280
Society6 Group | Service
Segment Revenue:
Total revenue	13	104	319	126
Saatchi Art Group
Segment Revenue:
Total revenue	4,668	4,122	11,398	11,948
Saatchi Art Group | Operating Segments
Segment Operating Expenses:
Consolidated operating expenses	4,761	4,432	13,133	13,670
Segment operating contribution and Reconciliation to consolidated pre-tax income (loss):
Adjusted EBITDA, excluding acquisition, disposition and realignment costs	(93)	(310)	(1,735)	(1,722)
Saatchi Art Group | Product
Segment Revenue:
Total revenue	1,517	510	3,468	1,741
Saatchi Art Group | Service
Segment Revenue:
Total revenue	3,151	3,612	7,930	10,207
Media Group
Segment Revenue:
Total revenue	14,956	16,703	41,401	46,503
Media Group | Operating Segments
Segment Operating Expenses:
Consolidated operating expenses	8,833	10,039	26,759	29,585
Segment operating contribution and Reconciliation to consolidated pre-tax income (loss):
Adjusted EBITDA, excluding acquisition, disposition and realignment costs	6,123	6,664	14,642	16,918
Media Group | Product
Segment Revenue:
Total revenue			1
Media Group | Service
Segment Revenue:
Total revenue	$ 14,956	$ 16,703	$ 41,400	$ 46,503

Business Segments - Summary of

Business Segments - Summary of Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Total revenue	$ 63,255	$ 40,030	$ 147,088	$ 109,857
Domestic
Revenue
Total revenue	57,579	35,041	132,292	94,336
International
Revenue
Total revenue	$ 5,676	$ 4,989	$ 14,796	$ 15,521

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Thousands	Jun. 05, 2018USD ($)	May 01, 2017USD ($)installment	Jun. 30, 2019USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)
Fair Value
Cash paid for acquisition holdback				$ 36	$ 625
Deny Designs
Fair Value
Contingent consideration		$ 2,800		$ 0
Number of annual installments | installment		3
Maximum contingent consideration		$ 3,600
Deny Designs | Fair Value, Inputs, Level 3
Fair Value
Contingent consideration		2,800
Deny Designs | Contingent Consideration, Payable in First Year
Fair Value
Minimum contingent consideration		300
Maximum contingent consideration		1,200
Deny Designs | Contingent Consideration, Payable in Second Year
Fair Value
Minimum contingent consideration		300
Maximum contingent consideration		1,200
Deny Designs | Contingent Consideration, Payable in Third Year
Fair Value
Minimum contingent consideration		300
Maximum contingent consideration		$ 1,200
Well+Good
Fair Value
Cash consideration held back	$ 800
Well+Good | Fair Value, Inputs, Level 3
Fair Value
Cash paid for acquisition holdback			$ 600
Effect of working capital adjustments			$ 200

Net Income (Loss) Per Share - C

Net Income (Loss) Per Share - Computation of basic and diluted net loss per share of common stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Net Loss Per Share
Net income (loss)	$ 3,686	$ 803	$ (10,676)	$ (4,485)	$ (6,762)	$ (10,286)	$ (6,187)	$ (21,533)
Weighted average common shares outstanding - basic	27,016			26,089			26,720	25,868
Net income (loss) per share-basic (in dollars per share)	$ 0.14			$ (0.17)			$ (0.23)	$ (0.83)
Weighted average common shares outstanding - diluted	27,954			26,089			26,720	25,868
Net income (loss) per share-diluted (in dollars per share)	$ 0.13			$ (0.17)			$ (0.23)	$ (0.83)

Net Income (Loss) Per Share - A

Net Income (Loss) Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Net Loss Per Share
Antidilutive common stock equivalent shares excluded from calculation of diluted net loss per share (in shares)	2.5	5	4.1	5
Number of shares used to calculate earnings per-share had entity reported net income for the period		0.1	0.3	0.4