Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jul. 31, 2022 | Sep. 14, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | IDW MEDIA HOLDINGS, INC. | |
Trading Symbol | IDW | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --10-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001463833 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jul. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4831346 | |
Entity Address, Address Line One | 520 Broad Street | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07102 | |
Local Phone Number | 433-6670 | |
City Area Code | 323 | |
Title of 12(b) Security | Class B common stock, $0.01 par value; authorized shares | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-34355 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 13,534,148 | |
Class C Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 545,360 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 10,249 | $ 17,532 |
Trade accounts receivable, net | 7,086 | 5,431 |
Inventory | 3,564 | 3,090 |
Prepaid expenses and other current assets | 2,593 | 2,270 |
Total current assets | 23,492 | 28,323 |
Non-current assets | ||
Property and equipment, net | 681 | 347 |
Right-of-use assets, net | 417 | 302 |
Intangible assets, net | 869 | 679 |
Goodwill | 199 | 199 |
Television costs | 1,451 | 1,487 |
Other assets | 77 | 61 |
Total assets | 27,186 | 31,398 |
Current liabilities: | ||
Trade accounts payable | 2,125 | 1,141 |
Accrued expenses | 3,070 | 3,786 |
Production costs payable | 72 | 2,010 |
Deferred revenue | 2,045 | |
Operating lease obligations – current portion | 117 | 348 |
Total current liabilities | 5,384 | 9,330 |
Non-current liabilities | ||
Operating lease obligations – long term portion | 309 | 20 |
Total liabilities | 5,693 | 9,350 |
Stockholders’ equity (see note 3): | ||
Preferred stock, $.01 par value; authorized shares – 500; no shares issued at July 31, 2022 and October 31, 2021 | ||
Class B common stock, $0.01 par value; authorized shares – 20,000; 14,053 and 12,938 shares issued and 13,534 and 12,419 shares outstanding at July 31, 2022 and October 31, 2021, respectively | 134 | 123 |
Class C common stock, $0.01 par value; authorized shares – 2,500; 545 shares issued and outstanding at July 31, 2022 and October 31, 2021 | 5 | 5 |
Additional paid-in capital | 104,354 | 103,819 |
Accumulated deficit | (81,804) | (80,703) |
Treasury stock, at cost, consisting of 519 shares of Class B common stock at July 31, 2022 and October 31, 2021 | (1,196) | (1,196) |
Total stockholders’ equity | 21,493 | 22,048 |
Total liabilities and stockholders’ equity | $ 27,186 | $ 31,398 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 500 | 500 |
Preferred stock, shares issued | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 20,000 | 20,000 |
Common stock, shares issued | 14,053 | 12,938 |
Common stock, shares outstanding | 13,534 | 12,419 |
Treasury stock, shares | 519 | 519 |
Class C Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 2,500 | 2,500 |
Common stock, shares issued | 545 | 545 |
Common stock, shares outstanding | 545 | 545 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 7,712 | $ 6,779 | $ 25,615 | $ 25,332 |
Costs and expenses: | ||||
Direct cost of revenues | 3,734 | 3,813 | 12,121 | 17,771 |
Selling, general and administrative | 4,672 | 4,986 | 14,264 | 14,147 |
Depreciation and amortization | 74 | 62 | 258 | 182 |
Total costs and expenses | 8,480 | 8,861 | 26,643 | 32,100 |
Loss from operations | (768) | (2,082) | (1,028) | (6,768) |
Interest expense, net | (13) | (10) | 128 | |
Other (expense) income, net | (69) | 1,154 | (63) | 1,141 |
Net loss from continuing operations | (837) | (941) | (1,101) | (5,499) |
Loss from discontinued operations, net | (1,280) | |||
Gain on sale of discontinued operations | 2,123 | |||
Net gain on discontinued operations | 843 | |||
Net loss | $ (837) | $ (941) | $ (1,101) | $ (4,656) |
Basic and diluted (loss) income per share (see note 2): | ||||
Continuing operations (in Dollars per share) | $ (0.06) | $ (0.09) | $ (0.09) | $ (0.55) |
Discontinued operations, net (in Dollars per share) | 0.08 | |||
Net loss (in Dollars per share) | $ (0.06) | $ (0.09) | $ (0.09) | $ (0.47) |
Weighted-average number of shares used in the calculation of basic and diluted (loss) income per share: (in Shares) | 12,914,000 | 9,977,000 | 12,901,000 | 9,966,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (837) | $ (941) | $ (1,101) | $ (4,656) |
Foreign currency translation adjustments | 39 | |||
Sale of discontinued operations | 21 | |||
Total comprehensive (loss) income | $ (837) | $ (941) | $ (1,101) | $ (4,596) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Class B Common Stock | Class C Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock, at Cost | Total |
Balance at Oct. 31, 2020 | $ 93 | $ 5 | $ 111,379 | $ (60) | $ (91,996) | $ (1,196) | $ 18,225 |
Balance (in Shares) at Oct. 31, 2020 | 9,987 | 545 | 519 | ||||
Stock based compensation | 246 | 246 | |||||
Issuance of common stock | $ 1 | 24 | 25 | ||||
Issuance of common stock (in Shares) | 46 | ||||||
Sale of discontinued operations | (17,295) | 21 | 17,274 | ||||
Net loss | (4,656) | (4,656) | |||||
Other comprehensive income | 39 | 39 | |||||
Total comprehensive loss | 60 | (4,656) | (4,596) | ||||
Balance at Jul. 31, 2021 | $ 94 | $ 5 | 94,354 | (79,378) | $ (1,196) | 13,879 | |
Balance (in Shares) at Jul. 31, 2021 | 10,033 | 545 | 519 | ||||
Balance at Apr. 30, 2021 | $ 94 | $ 5 | 94,267 | (78,437) | $ (1,196) | 14,733 | |
Balance (in Shares) at Apr. 30, 2021 | 10,024 | 545 | 519 | ||||
Stock based compensation | 87 | 87 | |||||
Issuance of common stock | |||||||
Issuance of common stock (in Shares) | 9 | ||||||
Net loss | (941) | (941) | |||||
Total comprehensive loss | (941) | (941) | |||||
Balance at Jul. 31, 2021 | $ 94 | $ 5 | 94,354 | (79,378) | $ (1,196) | 13,879 | |
Balance (in Shares) at Jul. 31, 2021 | 10,033 | 545 | 519 | ||||
Balance at Oct. 31, 2021 | $ 123 | $ 5 | 103,819 | (80,703) | $ (1,196) | 22,048 | |
Balance (in Shares) at Oct. 31, 2021 | 12,938 | 545 | 519 | ||||
Stock based compensation | 546 | 546 | |||||
Issuance of common stock | $ 11 | (11) | |||||
Issuance of common stock (in Shares) | 1,115 | ||||||
Net loss | (1,101) | (1,101) | |||||
Total comprehensive loss | (1,101) | (1,101) | |||||
Balance at Jul. 31, 2022 | $ 134 | $ 5 | 104,354 | (81,804) | $ (1,196) | 21,493 | |
Balance (in Shares) at Jul. 31, 2022 | 14,053 | 545 | 519 | ||||
Balance at Apr. 30, 2022 | $ 134 | $ 5 | 104,117 | (80,967) | $ (1,196) | 22,093 | |
Balance (in Shares) at Apr. 30, 2022 | 14,053 | 545 | 519 | ||||
Stock based compensation | 237 | 237 | |||||
Issuance of common stock | |||||||
Net loss | (837) | (837) | |||||
Total comprehensive loss | (837) | (837) | |||||
Balance at Jul. 31, 2022 | $ 134 | $ 5 | $ 104,354 | $ (81,804) | $ (1,196) | $ 21,493 | |
Balance (in Shares) at Jul. 31, 2022 | 14,053 | 545 | 519 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Operating activities: | ||
Net loss | $ (1,101) | $ (4,656) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 258 | 369 |
Amortization of finance leases | 108 | |
Bad debt recovery | (91) | |
Stock based compensation | 546 | 246 |
Amortization of right-of-use asset | 327 | 631 |
Gain on extinguishment of PPP Loans | (1,264) | |
Gain on sale of discontinued operations | (2,123) | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (1,655) | 16,837 |
Inventory | (474) | 428 |
Prepaid expenses and other assets | (339) | (929) |
Television costs | 36 | 1,424 |
Operating lease liability | (384) | (411) |
Trade accounts payable, accrued expenses, production costs payable and other current liabilities | (1,670) | 1,389 |
Deferred revenue | (2,045) | (141) |
Gain on disposal of ROU assets | (97) | |
Net cash (used) provided in operating activities | (6,501) | 11,720 |
Investing activities: | ||
Disposal of discontinued operations | (902) | |
Capital expenditures | (782) | (128) |
Net cash used in investing activities | (782) | (1,030) |
Financing activities: | ||
Proceeds from issuance of common stock | 25 | |
Proceeds from government loans | 1,196 | |
Repayments of bank loans | (14,204) | |
Net cash used in financing activities | (12,983) | |
Effect of exchange rate changes on cash and cash equivalents | 39 | |
Net decrease in cash and cash equivalents | (7,283) | (2,254) |
Cash and cash equivalents at beginning of period | 17,532 | 12,162 |
Cash and cash equivalents at end of period | 10,249 | 9,908 |
Supplemental schedule of investing and financing activities | ||
Cash paid for interest | 1,277 | |
Non-cash investing and financing activities | ||
Extinguishment of related party loan in exchange for sale of CTM (see note 14) | $ 3,750 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies Overview IDW Media Holdings, Inc. (“IDWMH”) together with its subsidiaries (collectively, the “Company”) is a diversified media company with operations in publishing and television entertainment. The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto also included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All amounts in these condensed consolidated financial statements and notes to the condensed consolidated financial statements are reflected on a consolidated basis for all periods presented. The Company’s fiscal year ends on October 31 st Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the World. The Company is actively monitoring the COVID-19 pandemic, the restrictive measures imposed to combat its spread and their potential impact on each of our operating segments. While we believe that through the first three quarters of fiscal 2022, there has been significant improvement in the impact of the pandemic and the related measures, there is uncertainty around the duration and ongoing impact, if any, of COVID-19 related to both known and unknown risks, including future quarantines, closures and other restrictions resulting from the outbreak, and our operations and our customers and partners may continue to be impacted. The Company has considered information available to it as of the date of issuance of these condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. Segment Information Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”), who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company (see Note 5). Our principal business consists of the following segments: i. IDWP Publishing (“IDWP”) creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artist’s Editions; and ii. IDW Entertainment (“IDWE”) a production company and studio that develops, produces, and distributes content based on IDWP’s original IP for a variety of formats including film and television. Prior to February 15, 2021, we also owned CTM Media Group (“CTM”), a company that develops and distributes print and digital-based advertising and information advertising for tourist destinations in targeted tourist markets in 32 states / provinces in the US and Canada. On February 15, 2021, we consummated the sale of CTM to an assignee of Howard Jonas, the Company’s Chairman in exchange for (i) the cancelation of $3.75 million of indebtedness we owed to our Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the sale, and (iii) a contingent payment if CTM is sold within 36 months of the sale for more than $4.5 million. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the condensed consolidated financial statements as discontinued operations (see note 14). Trade Accounts Receivable, Net Trade accounts receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The Company had an allowance for doubtful accounts of $0 as of July 31, 2022 and October 31, 2021. Television Costs We expense television production, participation and residual costs over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues (“Ultimate Revenues”) for each production. If our estimate of Ultimate Revenues decreases, amortization of film and television costs may be accelerated. Conversely, if our estimate of Ultimate Revenues increases, film and television cost amortization may be slowed. For television series, Ultimate Revenues include revenues that are expected to be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode. IDWE capitalized cost of production and amortized it over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total Ultimate Revenues for each production. Advertising, marketing, and general and administrative costs are expensed as incurred. Every quarter, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization include: (i) determining the grouping of contents (ii) the application of an ultimate revenue forecast model based on the contracts of televisions, (iii) gathering the schedules of delivered television episodes from the relative customers, (iv) calculating current period amortization, and (v) assessing the accuracy of the Company’s forecasts. The Company continually reviews its estimates and contracts and revises its assumptions if necessary. Any material adjustments from the Company’s review of the amortization are applied prospectively in the period of the change for assets. With respect to television series or other television productions intended for broadcast, the most sensitive factors affecting estimates of Ultimate Revenues are program ratings and the strength of the advertising market. Television development costs for projects that have been abandoned or have not been set for production within three years are generally written off in the relevant period. Television costs are stated at the lower of cost less accumulated amortization or fair value. The Company evaluates impairment by the fair value of television costs at the individual level by considering expected future revenue generation, when an event or change in circumstances indicates a change in the expected revenue of the television costs or that the fair value of a film or film group may be less than unamortized costs. IDWE regularly enters into agreements for the production of its television shows. The agreements provide for the rights and obligations related to the agreement including timing, delivery, and payments. IDWE capitalizes the resulting production costs under the agreements in production cost inventory as payments are made or when the products or services are delivered. Amortization of television costs during the three months ended July 31, 2022 and 2021 were a recoupment of $282,000 and $0, respectively. Amortization of television costs during the nine months ended July 31, 2022 and 2021 were $717,000 and $ 5,341,0000 Variable Interest Entities The Company, through its subsidiary IDWE has arrangements with seven special-purpose entities (“SPEs”). Some SPEs were formed for the sole purpose of providing production services of a television pilot and series in Canada, and other SPEs were formed for production and writing purposes. The SPEs are independently owned companies that are effectively controlled by IDWE and are parties to the related bank production financing arrangements. The Company has determined that SPEs are variable interest entities (“VIEs”) and that the Company is the primary beneficiary of the SPEs activities and was the obligor on the SPEs’ debt. All financial activity of the SPEs has been included in IDWE’s financial statements, which are part of these consolidated financial statements. IDWE is not obligated to provide any support to the VIE’s and therefore, there are no additional potential losses foreseen. The SPEs have finished all the productions and these shows have been delivered. The outstanding loans have been paid off. The carrying amounts and classification of the VIEs’ assets are presented below: (in thousands) July 31, October 31, Cash and cash equivalents $ 75 $ 78 Revenue Recognition The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. IDWP generates revenue primarily from the sale and licensing of comic books, graphic novels, digital content, and games through IDWP’s imprints IDW Publishing, IDW Games, Top Shelf, and Artist’s Editions. Revenue from the direct sale of comic books, graphic novels and games is recognized, net of an allowance for estimated sales returns, at the time of shipment of its graphic novels, comic books and games by IDWP’s distributors to its customers. Licensing revenues are recognized upon execution of the agreement for such rights, and other creative revenues are recognized upon completion of services rendered on a contractual basis. IDWE generates revenue primarily from the licensing and distribution of content across various platforms and formats to audiences globally including television series and films. IDWE’s revenue is recognized when the content promised in an executed contract is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the content. Beginning in the third fiscal quarter of 2022, revenue was also generated from serving as a co-studio and executive producer of content across various platforms and formats to audiences globally including television series and films. This revenue is recognized when the services promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the services. IDWE also earns revenue from the sale of the option to purchase the media rights for IDWP properties to studios and streamers. This revenue is recognized when the goods promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods. IDWE enters into production agreements which provide for the rights and obligations related to the agreement including timing, delivery, and payments. In certain productions in which IDWE is the distributor, IDWE has the obligation to pay artist, director, and writer guilds for residuals for the creative writers of content. In addition, IDWE has the right to receive participation rights recoupment based on viewership of the cumulative production. The Company is unable to make an estimate as the recoupment is based on future viewership and therefore revenue will be recognized at a future date once the amount is known. IDWE’s production activities included some of those provided by Canadian SPEs, and some of those productions qualify for tax credits in Canada. These credits are recorded as reductions in production cost when the SPEs becomes entitled to the Canadian tax credits. The Canada Revenue Agency (“CRA”) has completed the audit on these productions and the related tax refunds are no longer estimates. There are possible additional tax credits the Company may be eligible to receive, however due to the uncertainty of the receipt, the Company has not accrued for such credits. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability on the balance sheets within deferred revenue until the performance obligations are satisfied. In the ordinary course of business, the Company’s reportable segments enter into transactions with one another. The most common types of intersegment transactions include IDWE obtaining rights to produce television series based on content created by IDWP. All intersegment transactions are recorded into intercompany receivables or payables and therefore no revenue or inventory eliminations are required. Revenue Recognition When Right of Return Exists IDWP offers its book market distributors, a right of return with no expiration date in accordance with general industry practices. These distributors then offer this same right of return to their book market retail customers. Sales returns allowances represent a reserve for IDWP products that may be returned due to dating, competition or other marketing matters, or certain destruction in the field. Sales returns are generally estimated and recorded based on historical sales and returns experience and current trends that are expected to continue. As of July 31, 2022 and October 31, 2021, the Company’s estimated returns were $134,000 and $127,000, respectively. Direct Cost of Revenues Direct cost of revenues excludes depreciation and non-production cost amortization expense. Direct cost of revenues for IDWP consists primarily of printing expenses and costs of artist and writers. Direct cost of revenues for IDWE consists primarily of the amortization of production costs that were capitalized during the production of the television episodes, accrued third party participation, and distribution fees directly related to revenue. Deferred Revenue The Company records deferred revenue upon invoicing for contracted commitments for products and services. Revenue is recognized on the date such product or service is provided or delivered in accordance with the contract. Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, and trade accounts receivable. The Company holds cash and cash equivalents at major financial institutions, which often exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. IDWP has three significant customers, Penguin Random House Publisher Services (“PRHPS”), Diamond Comic Distributors, Inc. (“Diamond”), and Scholastic Inc. (“Scholastic”), that pose a concentration risk. Revenues from PRHPS, IDWP’s non-direct market distributor and beginning June 1, 2022, IDWP’s direct market distributor, represented 52.0% and 42.9% of the total condensed consolidated revenue for the three months ended July 31, 2022 and 2021, respectively, and 35.30% and 30.2% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from PRHPS represented 50.4% and 52.0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. On June 1, 2022, PRHPS replaced Diamond as IDWP’s distributor to the direct market. Revenues from Diamond, which was IDWP’s direct market distributor until June 1, 2022, represented 10.3% and 40.3% of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 19.1% and 30.2% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Diamond represented 0.6% and 20.0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. Revenues from Scholastic, a leading distributor of children’s books, represented 10.5% and 0% of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 4.6% and 0.1% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Scholastic represented 12.7% and 0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. IDWE has three significant customers, Endeavor Content, LLC (“Endeavor), Netflix, and NBC Universal/SyFy, that pose a concentration risk. Revenues from Endeavor, a leading television production studio and a co-studio for IDWE’s Surfside Girls Revenues from Netflix, a leading streaming video subscription service, represented 16.4% and 0.0% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. Revenues from NBC Universal/SyFy, a major television network, represented 0% and 11.7% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. Discontinued Operations CTM met the criteria for discontinued operations and has been presented as such in the condensed consolidated financial statements. In accordance with ASU 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results . During the period in which the discontinued operation was classified as held for sale, the net loss was reclassified as a separate line item in the Condensed Consolidated Statement of Operations. Assets and liabilities are also separately reclassified in the balance sheet for all periods presented, prior to the sale. CTM’s assets, liabilities, and cash flows are no longer reflected on the condensed consolidated financial statements for the periods following the CTM Sale Date. Cash flows from a discontinued operation and the continuing business are presented together without separate identification within cash flows from operating, investing, and financing activities. CTM’s depreciation, amortization, capital expenditures and significant noncash operating and investing activities for the discontinued operation are presented separately. Revision of previously issued consolidated financial statements (in thousands) During the quarter ended April 30, 2022, the Company identified errors that caused an understatement of previously reported current liabilities and accumulated deficit. Specifically, the error related to the lack of accrual for certain actor residuals related to Wynonna Earp incurred in 2016 and 2017. The correction of these errors increased accrued expenses and accumulated deficit each by $589,000 as of October 31, 2021. This error had no impact on net income or net cash provided by operating activities for the year ended October 31, 2021. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the impact was not material to any of our previously issued financial statements. The following table presents a summary of the impact by financial statement line item of the corrections as of October 31, 2021: As of October 31, 2021 (in thousands) As Previously Reported Adjustment As Revised Consolidated Balance Sheet Accrued expenses $ 3,197 $ 589 $ 3,786 Total current liabilities $ 8,741 $ 589 $ 9,330 Total liabilities $ 8,761 $ 589 $ 9,350 Accumulated deficit $ (80,114 ) $ (589 ) $ (80,703 ) Total stockholders’ equity $ 22,637 $ (589 ) $ 22,048 Recently Issued Accounting Pronouncements Adopted In March 2019, the FASB issued Accounting Standard Update (“ASU”) No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials. ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. It also requires an entity to test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The Company adopted this ASU on November 1, 2020 and applied its provisions prospectively. In connection with this adoption the Company has evaluated this guidance and determined that were impairments (see Note 11) from substantively abandoned television costs which materially impacted the consolidated financial statements for the year ended October 31, 2021. These costs were recorded in direct cost of revenues. In December 2019, the FASB issued ASC Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Recently Issued Accounting Standard Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on November 1, 2023. The Company is evaluating the impact that the new standard will have on our condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Loss Per Share
Loss Per Share | 9 Months Ended |
Jul. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 2—Loss Per Share Basic (loss) earnings per share is computed by dividing net (loss) income attributable to all classes of common stockholders by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted (loss) earnings per share is computed in the same manner as basic (loss) earnings per share except that the number of shares is increased to include additional shares that would have been outstanding had the potentially dilutive shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of potentially dilutive shares using the treasury stock method, unless the effect of such increase would be anti-dilutive. The Company excluded 1,163,803 and 55,999, shares of unvested restricted Class B common stock, options to purchase 970,959 and 317,737 shares of Class B common stock, and warrants to purchase 187,579 and 187,579 shares of Class B common stock from the calculation of diluted loss per share for the three and nine months ended July 31, 2022 and 2021, respectively, as the effect would have been anti-dilutive. Therefore, basic and diluted (loss) earnings per share are the same for the three and nine months ended July 31, 2022 and 2021. |
Equity
Equity | 9 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 3—Equity On July 14, 2021, the number of authorized shares of the Company’s Class B common stock was increased from 12,000,000 to 20,000,000. Voting Privileges and Protective Features Each holder of outstanding shares of Class B common stock is entitled to cast the number of votes equal to one tenth of the whole shares of Class B common stock held by such holder. Each holder of outstanding shares of Class C common stock is entitled to cast the number of votes equal to three times the whole shares of Class C common stock held by such holder. Each series of preferred stock, if any are designated and issued, will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividends, voting rights, and liquidation preferences. Restricted Stock The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service. A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: Number of Weighted Outstanding at October 31, 2021 85,999 $ 4.68 Granted 1,116,568 1.81 Vested (37,264 ) 4.25 Cancelled / Forfeited (1,500 ) 4.88 Non-vested restricted shares at July 31, 2022 1,163,803 $ 1.94 On April 5, 2022, 1,104,972 restricted shares of the Company’s Class B common stock were issued to our Chairman and have a vesting period of 5 years. On July 31, 2022, there was $2,050,000 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next 4.75 years. On December 31, 2020, 6,710 shares of Class B common stock were issued to our Chairman, for payment of interest on the loan agreement related to the related party loan that was paid off as of as part of the sale of CTM on February 15, 2021 (see note 14). Warrants Detailed below are outstanding warrants issued to our Chairman associated with the two loans made by the Chairman to the Company, which have subsequently been repaid. The exercise price and expiration of these warrants were amended on March 29, 2022. The 98,336 shares had an original exercise price of $26.44 and were set to expire on March 30, 2022. The 89,243 shares had an original exercise price of $42.02. No additional compensation cost was incurred from the modification. Number of Shares Type of Share Exercise Price Expiration 98,336 Class B common stock $ 1.94 August 21, 2023 89,243 Class B common stock $ 1.94 August 21, 2023 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 4—Stock Based Compensation 2019 Incentive Plan On March 14, 2019, the Company’s Board of Directors adopted the 2019 IDW Stock Option and Incentive Plan (“2019 Incentive Plan”) to provide incentives to executive officers, employees, directors, and consultants of the Company and/or its subsidiaries and reserved 300,000 shares of Class B common stock for the grant of awards under the 2019 Incentive Plan, subject to adjustment. Incentives available under the 2019 Incentive Plan may include stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, and deferred stock units. On July 13, 2020, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 450,000, subject to adjustment. On March 11, 2021, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 700,000, subject to adjustment. On November 8, 2021, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 1,350,000. The increase was approved on April 5, 2022 at the Company’s 2022 Annual Meeting of Stockholders. On January 13, 2022, the Board of Directors of the Company increased the number of shares of Class B common stock reserved for the grant of awards under the 2019 Incentive Plan to 2,550,000. The increase was approved on April 5, 2022 at the Company’s 2022 Annual Meeting of Stockholders. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on 3 years of continuous service and have 10-year contractual terms. As of July 31, 2022, 313,193 shares remained available to be awarded under the 2019 Incentive Plan. The following table summarizes stock option activity during the nine months ended July 31, 2022. Number of Weighted Weighted Aggregate Outstanding at October 31, 2021 302,737 $ 5.69 8.06 $ - Granted 698,222 2.39 9.37 - Exercised - - - - Cancelled / Forfeited (30,000 ) 5.98 - - Outstanding at July 31, 2022 970,959 $ 3.30 9.00 $ - Exercisable at July 31, 2022 255,434 $ 5.14 8.36 $ - At July 31, 2022, unamortized stock compensation for stock options was $955,000, which is expected to be recognized over the next 3.75 years. Non-cash compensation for stock options issued to employees and restricted stock issued to employees and non-employees (see note 3) included in selling, general and administrative expenses for continuing operations was $237,000 and $87,000 during the three months ended July 31, 2022 and 2021, respectively and $546,000 and $246,000 during the nine months ended July 31, 2022 and 2021, respectively. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Jul. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 5—Business Segment Information The Company has the following reportable business segments: IDWP, IDWE and CTM (discontinued operations). The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. The Company evaluates the performance of its business segments based primarily on operating income. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. Total Assets (in thousands) At July 31, 2022 total assets are IDWP $13,900, IDWE $3,400, and IDWMH $9,886. Operating results for the business segments of the Company are as follows: (in thousands) IDWP IDWE(a) CTM IDWMH(b) Total (discontinued (unallocated Three months ended July 31, 2022 Revenues $ 6,553 $ 1,159 $ - $ - $ 7,712 (Loss) income from operations (584 ) 48 - (232 ) (768 ) Net (loss) income (595 ) 48 - (290 ) (837 ) Three months ended July 31, 2021 Revenues $ 6,779 $ - $ - $ - $ 6,779 Income (loss) from operations 74 (1,842 ) - (314 ) (2,082 ) Net income (loss) 74 (1,890 ) - 875 (941 ) (in thousands) IDWP IDWE(a) CTM IDWMH(b) Total (discontinued (unallocated Nine months ended July 31, 2022 Revenues $ 20,136 $ 5,479 $ - $ - $ 25,615 (Loss) income from operations (339 ) 343 - (1,032 ) (1,028 ) Net (loss) income (350 ) 349 - (1,100 ) (1,101 ) Nine months ended July 31, 2021 Revenues $ 18,416 $ 6,916 $ - $ - $ 25,332 Loss from operations (808 ) (5,178 ) - (782 ) (6,768 ) Loss from discontinued operations, net - - (1,280 ) - (1,280 ) Net (loss) income (808 ) (5,063 ) (1,280 ) 2,495 (4,656 ) (a) IDWE includes Thought Bubble LLC and Word Balloon LLC which consist of only television costs. (b) The parent company, IDW Media Holdings, reported net income in the three and nine months ended July 31, 2021 as a result of PPP loan forgiveness and the sale of CTM. |
Trade Accounts Receivable and D
Trade Accounts Receivable and Deferred Revenue | 9 Months Ended |
Jul. 31, 2022 | |
Trade Accounts Receivable and Deferred Revenue [Abstract] | |
Trade Accounts Receivable and Deferred Revenue | Note 6—Trade Accounts Receivable and Deferred Revenue Trade accounts receivable consists of the following: (in thousands) July 31, October 31, Trade accounts receivable $ 7,220 $ 5,558 Less allowance for sales returns (134 ) (127 ) Trade accounts receivable, net $ 7,086 $ 5,431 Changes in deferred revenue consist of the following: (in thousands) Nine months Beginning Balance $ 2,045 Deferral of revenue 108 Recognition of deferred revenue (2,153 ) Ending Balance $ - |
Inventory
Inventory | 9 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7—Inventory Inventory consists of the following: (in thousands) July 31, October 31, Work in progress $ 466 $ 495 Finished goods 3,098 2,595 Total $ 3,564 $ 3,090 |
Prepaid Expenses and other curr
Prepaid Expenses and other current assets | 9 Months Ended |
Jul. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Prepaid Expenses and other current assets | Note 8—Prepaid Expenses and other current assets Prepaid expenses and other current assets consist of the following: (in thousands) July 31, October 31, Royalties and deposits $ 1,487 $ 1,215 Tradeshows 71 1 Insurance 123 225 Employee retention credit receivable 436 - Other prepaids 476 829 Total $ 2,593 $ 2,270 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 9—Property and Equipment Property and equipment consist of the following: (in thousands) July 31, October 31, Equipment $ 568 $ 557 Furniture and Fixtures 301 106 Leasehold improvements 927 827 Computer software 24 24 Total 1,820 1,514 Less accumulated depreciation (1,139 ) (1,167 ) Property and equipment, net $ 681 $ 347 Depreciation expense totaled $39,000 and $51,000 for the three months ended July 31, 2022 and 2021, respectively and $145,000 and $149,000 for the nine months ended July 31, 2022 and 2021, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 10—Intangible Assets Intangible assets consist of the following: (in thousands) Amortization Period July 31, October 31, Licensing contracts 7 years $ 893 $ 893 Software 5 years 704 - Total amortized intangible assets 1,597 893 Software development costs 270 672 Total in-process intangible assets 270 672 Less accumulated depreciation (998 ) (886 ) Intangible assets, net $ 869 $ 679 Amortization expense totaled $35,000 and $11,000 for the three months ended July 31, 2022 and 2021, respectively and $113,000 and $33,000 for the nine months ended July 31, 2022 and 2021, respectively. |
Television costs and amortizati
Television costs and amortization | 9 Months Ended |
Jul. 31, 2022 | |
Television costs and amortization [Abstract] | |
Television costs and amortization | Note 11—Television costs amortization Television costs consist of the following: (in thousands) July 31, October 31, In-development $ 1,451 $ 1,487 Total $ 1,451 $ 1,487 Three Months Ended Nine Months Ended (in thousands) July 31, July 31, July 31, July 31, Television cost amortization $ (282 ) $ - $ 717 $ 5,341 Television cost impairments 87 - 242 2,065 Total $ (195 ) $ - $ 959 $ 7,406 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Jul. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 12—Accrued Expenses Accrued expenses consist of the following: (in thousands) July 31, October 31, Royalties $ 1,022 $ 1,410 Residuals 121 589 Payroll, bonus, accrued vacation and payroll taxes 1,069 1,304 Other 858 483 Total $ 3,070 $ 3,786 |
Commitments
Commitments | 9 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 13—Commitments Lease Commitments The Company has various lease agreements with remaining terms up to 3.2 years, including leases of office space and equipment. Some leases include options to purchase, terminate or extend for one or more years. These extension options are included in the lease term when it is reasonably certain that the option will be exercised. The assets and liabilities from operating leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at either the implementation date of Topic 842 or at lease commencement for leases entered into thereafter. The Company’s weighted-average remaining lease term relating to its operating leases is 3.02 years, with a weighted-average discount rate of 5.69% as of July 31, 2022. The Company recognized lease expense for its operating leases of $87,000 and $125,000 for the three months ended July 31, 2022, and 2021, respectively, and $338,000 and $375,000 for the nine months ended July 31, 2022 and 2021, respectively. The cash paid under operating leases was $80,000 and $150,000 for the three months ended July 31, 2022 and 2021, respectively and $394,000 and $437,000 for the nine months ended July 31, 2022 and 2021, respectively. At July 31, 2022, the Company had a right-of-use-asset related to operating leases of $804,000, accumulated amortization related to operating leases of $387,000, both of which are included as a component of right-of-use assets. On October 31, 2021, the Company had a right-of-use-asset related to operating leases of $1,037,000 and accumulated amortization related to operating leases of $735,000. As of July 31, 2022, future minimum lease payments required under operating leases are as follows: Maturity of Lease Liability (in thousands) Total Fiscal years ending October 31: Rest of 2022 $ 19 2023 160 2024 158 2025 130 Thereafter - Total minimum lease payments 467 Less: imputed interest (41 ) Present value of future minimum lease payments $ 426 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Jul. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 14—Discontinued Operations As a result of the economic downturn related to the outbreak of the COVID-19 virus, and the impact it had on small businesses in the tourist markets, the Company decided to make a strategic shift to dispose of CTM and to focus on its entertainment and publishing businesses. On February 15, 2021, pursuant to a sales and purchase agreement (“SPA”) dated as of July 14, 2020 IDWMH sold all of the stock of CTM to an assignee of the Chairman in exchange for (i) the cancelation of $3.75 million of indebtedness owed by IDWMH to the Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the CTM Sale Date, and (iii) a contingent payment if CTM is sold within 36 months of the CTM Sale Date for more than $4.5 million. Prior to executing the SPA, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale was also approved by (1) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock and (2) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock not held by the Chairman or immediate family members of the Chairman, including, without limitation, trusts or other vehicles for the benefit of any of such immediate family members or entities under the control of such persons. On December 15, 2020, the right, title, and interest to the SPA were assigned to The Brochure Distribution Trust, a South Dakota trust. Since the closing of the CTM Sale, the Company has not had any significant continuing involvement with CTM. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the condensed consolidated financial statements as discontinued operations. On February 15, 2021, the Company closed the CTM Sale. The loan of $3,750,000 was forgiven in part of the sale and the Company recorded a gain of $2,123,219 based on CTM’s net asset value as of the CTM Sale Date. CTM’s assets are no longer reflected on the condensed consolidated financial statements for the periods following the CTM Sale Date and CTM’s operations are only consolidated in the Company’s condensed consolidated statements of operations results until the CTM Sale Date. There was no contingent gain recorded since there was no foreseeable contingent payments to the Company. Pursuant to ASC 205-20-45-9 general corporate overhead should not be allocated to discontinued operations. The Company did not allocate any corporate overhead to CTM when it began being classified as held for sale in the third quarter of 2020 and continued to not allocate any expenses. The consolidated statements of operations include the following results related to CTM discontinued operations: Results of discontinued operations (in thousands) Nine months Revenue $ 1,427 Direct cost of revenue 946 Selling, general and administrative 1,649 Depreciation and amortization 295 Bad Debt (109 ) Total costs and expenses 2,781 Loss from operations (1,354 ) Interest expense, net 6 Other income (expense), net 68 Loss before income taxes (1,280 ) (Provision for) benefit from income taxes - Net loss $ (1,280 ) CTM’s depreciation and amortization, capital expenditures and notable activities for the discontinued operation include: (in thousands) Nine months Depreciation and amortization $ 185 Amortization of finance lease 109 Amortization of right-of-use assets 282 Capital expenditure (22 ) Gain on extinguishment of PPP loan (68 ) |
Employee Retention Credit
Employee Retention Credit | 9 Months Ended |
Jul. 31, 2022 | |
Employee Retention Credit [Abstract] | |
Employee Retention Credit | Note 15—Employee Retention Credit The Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) provides for an employee retention credit (“ERC”) that is a refundable tax credit against certain employer taxes. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020, expanded certain benefits made available under the CARES Act, including modifying and extending the ERC. As modified, the ERC provides eligible employers with less than 500 employees a refundable tax credit against the employer’s share of social security taxes. The ERC is equal to 70% of qualified wages paid to employees during calendar 2021 for a maximum credit per employee of $7,000 per employee for each calendar quarter through December 31, 2021. The Company qualifies for the tax credit under the CARES Act. During the three months ended July 31, 2022, we recognized an ERC for qualified wages paid between January 1, 2021 and March 31, 2021 of $564,000 as an offset to payroll tax expenses within selling, general and administrative expenses in our condensed consolidated statements of operations. We received $128,000 of the refund in cash in the third quarter of fiscal 2022. As of July 31, 2022, the Company has a $436,000 receivable balance for unsettled ERCs within prepaid expenses and other current assets on our condensed consolidated balance sheet. We accounted for the employee retention credit by analogy to International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS). Under an IAS 20 analogy, a business entity would recognize the credit on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant/ tax credit is intended to compensate when there is reasonable assurance and it is probable that the entity will comply with any conditions attached to the grant and the grant/tax credit will be received. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jul. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 16—Subsequent events The Company has evaluated subsequent events through September 14, 2022, the date on which the condensed consolidated financial statements were available to be issued. There were no material subsequent events that require recognition or additional disclosures in these condensed consolidated financial statements, except as follows: On June 27, 2022, the Company entered into a new lease agreement for IDWMH in Los Angeles, California. The new lease has an initial term of 5 years and commenced on August 1, 2022. Base rent for the initial term is approximately $920,000. The Company has an option to extend the term of the lease for an additional 3 years exercisable only by written notice. The lease is subject to additional charges for common area maintenance and other costs. On August 18, 2022, the Board of Directors of the Company resolved to remove Ezra Y. Rosensaft from his position as the CEO of the Company, effective August 28, 2022. In accordance with the separation agreement, the former CEO will receive $646,000 of severance compensation payable over 2 years and has one hundred eighty days after the effective date to exercise 100,000 of vested stock options. Upon termination, 45,000 of unvested stock options were forfeited back into the 2019 Incentive Plan. The company recorded $646,000 of severance expense in August 2022. On August 18, 2022, the Board of Directors of the Company elected Allan I. Grafman as CEO of the Company, effective August 29, 2022. The employment agreement has an initial term of two years with the option by the Company to renew. In accordance with his employment agreement, the CEO will be paid an annual base salary of $410,000 an annual bonus of $50,000, and an annual discretionary bonus to be decided by the Board of Directors. In the event the Company terminates employment of the CEO on or before August 28, 2023 without cause, the Company will continue to pay the base salary for a period of twelve months. If the Company terminates employment of the CEO after August 28, 2023 without cause, the Company will continue to pay the base salary for the greater of six months or through August 28, 2024. On August 30, 2022, the CEO was issued options to purchase 70,398 of the Company’s Class B Common Stock with an exercise price of $1.77 per share, in accordance with the agreement. The options have a 10-year term with vesting over a 2-year period. In connection with the appointment, on August 29, 2022, the Board of Directors of the Company announced the resignation of Allan Grafman as a member of the Board and his appointment as an Ex Officio (non-voting) member of the Board. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Overview | Overview IDW Media Holdings, Inc. (“IDWMH”) together with its subsidiaries (collectively, the “Company”) is a diversified media company with operations in publishing and television entertainment. The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto also included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All amounts in these condensed consolidated financial statements and notes to the condensed consolidated financial statements are reflected on a consolidated basis for all periods presented. The Company’s fiscal year ends on October 31 st |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the World. The Company is actively monitoring the COVID-19 pandemic, the restrictive measures imposed to combat its spread and their potential impact on each of our operating segments. While we believe that through the first three quarters of fiscal 2022, there has been significant improvement in the impact of the pandemic and the related measures, there is uncertainty around the duration and ongoing impact, if any, of COVID-19 related to both known and unknown risks, including future quarantines, closures and other restrictions resulting from the outbreak, and our operations and our customers and partners may continue to be impacted. The Company has considered information available to it as of the date of issuance of these condensed consolidated financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment to the carrying value of its assets or liabilities. The accounting estimates and other matters assessed include, but were not limited to, goodwill and other long-lived assets, and revenue recognition. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. |
Segment Information | Segment Information Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”), who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company (see Note 5). Our principal business consists of the following segments: i. IDWP Publishing (“IDWP”) creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artist’s Editions; and ii. IDW Entertainment (“IDWE”) a production company and studio that develops, produces, and distributes content based on IDWP’s original IP for a variety of formats including film and television. Prior to February 15, 2021, we also owned CTM Media Group (“CTM”), a company that develops and distributes print and digital-based advertising and information advertising for tourist destinations in targeted tourist markets in 32 states / provinces in the US and Canada. On February 15, 2021, we consummated the sale of CTM to an assignee of Howard Jonas, the Company’s Chairman in exchange for (i) the cancelation of $3.75 million of indebtedness we owed to our Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the sale, and (iii) a contingent payment if CTM is sold within 36 months of the sale for more than $4.5 million. As of July 31, 2020, CTM was reported as a discontinued operation and CTM’s operations have since been included in the condensed consolidated financial statements as discontinued operations (see note 14). |
Trade Accounts Receivable, Net | Trade Accounts Receivable, Net Trade accounts receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The Company had an allowance for doubtful accounts of $0 as of July 31, 2022 and October 31, 2021. |
Television Costs | Television Costs We expense television production, participation and residual costs over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues (“Ultimate Revenues”) for each production. If our estimate of Ultimate Revenues decreases, amortization of film and television costs may be accelerated. Conversely, if our estimate of Ultimate Revenues increases, film and television cost amortization may be slowed. For television series, Ultimate Revenues include revenues that are expected to be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode. IDWE capitalized cost of production and amortized it over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total Ultimate Revenues for each production. Advertising, marketing, and general and administrative costs are expensed as incurred. Every quarter, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization include: (i) determining the grouping of contents (ii) the application of an ultimate revenue forecast model based on the contracts of televisions, (iii) gathering the schedules of delivered television episodes from the relative customers, (iv) calculating current period amortization, and (v) assessing the accuracy of the Company’s forecasts. The Company continually reviews its estimates and contracts and revises its assumptions if necessary. Any material adjustments from the Company’s review of the amortization are applied prospectively in the period of the change for assets. With respect to television series or other television productions intended for broadcast, the most sensitive factors affecting estimates of Ultimate Revenues are program ratings and the strength of the advertising market. Television development costs for projects that have been abandoned or have not been set for production within three years are generally written off in the relevant period. Television costs are stated at the lower of cost less accumulated amortization or fair value. The Company evaluates impairment by the fair value of television costs at the individual level by considering expected future revenue generation, when an event or change in circumstances indicates a change in the expected revenue of the television costs or that the fair value of a film or film group may be less than unamortized costs. IDWE regularly enters into agreements for the production of its television shows. The agreements provide for the rights and obligations related to the agreement including timing, delivery, and payments. IDWE capitalizes the resulting production costs under the agreements in production cost inventory as payments are made or when the products or services are delivered. Amortization of television costs during the three months ended July 31, 2022 and 2021 were a recoupment of $282,000 and $0, respectively. Amortization of television costs during the nine months ended July 31, 2022 and 2021 were $717,000 and $ 5,341,0000 |
Variable Interest Entities | Variable Interest Entities |
Revenue Recognition | Revenue Recognition The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. IDWP generates revenue primarily from the sale and licensing of comic books, graphic novels, digital content, and games through IDWP’s imprints IDW Publishing, IDW Games, Top Shelf, and Artist’s Editions. Revenue from the direct sale of comic books, graphic novels and games is recognized, net of an allowance for estimated sales returns, at the time of shipment of its graphic novels, comic books and games by IDWP’s distributors to its customers. Licensing revenues are recognized upon execution of the agreement for such rights, and other creative revenues are recognized upon completion of services rendered on a contractual basis. IDWE generates revenue primarily from the licensing and distribution of content across various platforms and formats to audiences globally including television series and films. IDWE’s revenue is recognized when the content promised in an executed contract is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the content. Beginning in the third fiscal quarter of 2022, revenue was also generated from serving as a co-studio and executive producer of content across various platforms and formats to audiences globally including television series and films. This revenue is recognized when the services promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the services. IDWE also earns revenue from the sale of the option to purchase the media rights for IDWP properties to studios and streamers. This revenue is recognized when the goods promised in the contract are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods. IDWE enters into production agreements which provide for the rights and obligations related to the agreement including timing, delivery, and payments. In certain productions in which IDWE is the distributor, IDWE has the obligation to pay artist, director, and writer guilds for residuals for the creative writers of content. In addition, IDWE has the right to receive participation rights recoupment based on viewership of the cumulative production. The Company is unable to make an estimate as the recoupment is based on future viewership and therefore revenue will be recognized at a future date once the amount is known. IDWE’s production activities included some of those provided by Canadian SPEs, and some of those productions qualify for tax credits in Canada. These credits are recorded as reductions in production cost when the SPEs becomes entitled to the Canadian tax credits. The Canada Revenue Agency (“CRA”) has completed the audit on these productions and the related tax refunds are no longer estimates. There are possible additional tax credits the Company may be eligible to receive, however due to the uncertainty of the receipt, the Company has not accrued for such credits. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability on the balance sheets within deferred revenue until the performance obligations are satisfied. In the ordinary course of business, the Company’s reportable segments enter into transactions with one another. The most common types of intersegment transactions include IDWE obtaining rights to produce television series based on content created by IDWP. All intersegment transactions are recorded into intercompany receivables or payables and therefore no revenue or inventory eliminations are required. |
Revenue Recognition When Right of Return Exists | Revenue Recognition When Right of Return Exists IDWP offers its book market distributors, a right of return with no expiration date in accordance with general industry practices. These distributors then offer this same right of return to their book market retail customers. Sales returns allowances represent a reserve for IDWP products that may be returned due to dating, competition or other marketing matters, or certain destruction in the field. Sales returns are generally estimated and recorded based on historical sales and returns experience and current trends that are expected to continue. As of July 31, 2022 and October 31, 2021, the Company’s estimated returns were $134,000 and $127,000, respectively. |
Direct Cost of Revenues | Direct Cost of Revenues Direct cost of revenues excludes depreciation and non-production cost amortization expense. Direct cost of revenues for IDWP consists primarily of printing expenses and costs of artist and writers. Direct cost of revenues for IDWE consists primarily of the amortization of production costs that were capitalized during the production of the television episodes, accrued third party participation, and distribution fees directly related to revenue. |
Deferred Revenue | Deferred Revenue The Company records deferred revenue upon invoicing for contracted commitments for products and services. Revenue is recognized on the date such product or service is provided or delivered in accordance with the contract. |
Concentration Risks | Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, and trade accounts receivable. The Company holds cash and cash equivalents at major financial institutions, which often exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. IDWP has three significant customers, Penguin Random House Publisher Services (“PRHPS”), Diamond Comic Distributors, Inc. (“Diamond”), and Scholastic Inc. (“Scholastic”), that pose a concentration risk. Revenues from PRHPS, IDWP’s non-direct market distributor and beginning June 1, 2022, IDWP’s direct market distributor, represented 52.0% and 42.9% of the total condensed consolidated revenue for the three months ended July 31, 2022 and 2021, respectively, and 35.30% and 30.2% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from PRHPS represented 50.4% and 52.0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. On June 1, 2022, PRHPS replaced Diamond as IDWP’s distributor to the direct market. Revenues from Diamond, which was IDWP’s direct market distributor until June 1, 2022, represented 10.3% and 40.3% of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 19.1% and 30.2% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Diamond represented 0.6% and 20.0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. Revenues from Scholastic, a leading distributor of children’s books, represented 10.5% and 0% of the total condensed consolidated revenue for the three months ended July 31, 2022, and 2021, respectively, and 4.6% and 0.1% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. The receivable balances from Scholastic represented 12.7% and 0% of the total condensed consolidated receivables at July 31, 2022 and October 31, 2021, respectively. IDWE has three significant customers, Endeavor Content, LLC (“Endeavor), Netflix, and NBC Universal/SyFy, that pose a concentration risk. Revenues from Endeavor, a leading television production studio and a co-studio for IDWE’s Surfside Girls Revenues from Netflix, a leading streaming video subscription service, represented 16.4% and 0.0% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. Revenues from NBC Universal/SyFy, a major television network, represented 0% and 11.7% of the total condensed consolidated revenues for the nine months ended July 31, 2022 and 2021, respectively. |
Discontinued Operations | Discontinued Operations CTM met the criteria for discontinued operations and has been presented as such in the condensed consolidated financial statements. In accordance with ASU 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results . During the period in which the discontinued operation was classified as held for sale, the net loss was reclassified as a separate line item in the Condensed Consolidated Statement of Operations. Assets and liabilities are also separately reclassified in the balance sheet for all periods presented, prior to the sale. CTM’s assets, liabilities, and cash flows are no longer reflected on the condensed consolidated financial statements for the periods following the CTM Sale Date. Cash flows from a discontinued operation and the continuing business are presented together without separate identification within cash flows from operating, investing, and financing activities. CTM’s depreciation, amortization, capital expenditures and significant noncash operating and investing activities for the discontinued operation are presented separately. |
Revision of previously issued consolidated financial statements | Revision of previously issued consolidated financial statements (in thousands) During the quarter ended April 30, 2022, the Company identified errors that caused an understatement of previously reported current liabilities and accumulated deficit. Specifically, the error related to the lack of accrual for certain actor residuals related to Wynonna Earp incurred in 2016 and 2017. The correction of these errors increased accrued expenses and accumulated deficit each by $589,000 as of October 31, 2021. This error had no impact on net income or net cash provided by operating activities for the year ended October 31, 2021. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the impact was not material to any of our previously issued financial statements. |
Recently Issued Accounting Pronouncements Adopted | Recently Issued Accounting Pronouncements Adopted In March 2019, the FASB issued Accounting Standard Update (“ASU”) No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials. ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. It also requires an entity to test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The Company adopted this ASU on November 1, 2020 and applied its provisions prospectively. In connection with this adoption the Company has evaluated this guidance and determined that were impairments (see Note 11) from substantively abandoned television costs which materially impacted the consolidated financial statements for the year ended October 31, 2021. These costs were recorded in direct cost of revenues. In December 2019, the FASB issued ASC Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), |
Recently Issued Accounting Standard Not Yet Adopted | Recently Issued Accounting Standard Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new guidance becomes effective for fiscal years beginning after December 15, 2022, though early adoption is permitted. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on November 1, 2023. The Company is evaluating the impact that the new standard will have on our condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | (in thousands) July 31, October 31, Cash and cash equivalents $ 75 $ 78 |
Schedule of financial statement | As of October 31, 2021 (in thousands) As Previously Reported Adjustment As Revised Consolidated Balance Sheet Accrued expenses $ 3,197 $ 589 $ 3,786 Total current liabilities $ 8,741 $ 589 $ 9,330 Total liabilities $ 8,761 $ 589 $ 9,350 Accumulated deficit $ (80,114 ) $ (589 ) $ (80,703 ) Total stockholders’ equity $ 22,637 $ (589 ) $ 22,048 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Equity [Abstract] | |
Schedule of restricted shares | Number of Weighted Outstanding at October 31, 2021 85,999 $ 4.68 Granted 1,116,568 1.81 Vested (37,264 ) 4.25 Cancelled / Forfeited (1,500 ) 4.88 Non-vested restricted shares at July 31, 2022 1,163,803 $ 1.94 |
Schedule of outstanding warrants to related party loans | Number of Shares Type of Share Exercise Price Expiration 98,336 Class B common stock $ 1.94 August 21, 2023 89,243 Class B common stock $ 1.94 August 21, 2023 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Weighted Weighted Aggregate Outstanding at October 31, 2021 302,737 $ 5.69 8.06 $ - Granted 698,222 2.39 9.37 - Exercised - - - - Cancelled / Forfeited (30,000 ) 5.98 - - Outstanding at July 31, 2022 970,959 $ 3.30 9.00 $ - Exercisable at July 31, 2022 255,434 $ 5.14 8.36 $ - |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (in thousands) IDWP IDWE(a) CTM IDWMH(b) Total (discontinued (unallocated Three months ended July 31, 2022 Revenues $ 6,553 $ 1,159 $ - $ - $ 7,712 (Loss) income from operations (584 ) 48 - (232 ) (768 ) Net (loss) income (595 ) 48 - (290 ) (837 ) Three months ended July 31, 2021 Revenues $ 6,779 $ - $ - $ - $ 6,779 Income (loss) from operations 74 (1,842 ) - (314 ) (2,082 ) Net income (loss) 74 (1,890 ) - 875 (941 ) (in thousands) IDWP IDWE(a) CTM IDWMH(b) Total (discontinued (unallocated Nine months ended July 31, 2022 Revenues $ 20,136 $ 5,479 $ - $ - $ 25,615 (Loss) income from operations (339 ) 343 - (1,032 ) (1,028 ) Net (loss) income (350 ) 349 - (1,100 ) (1,101 ) Nine months ended July 31, 2021 Revenues $ 18,416 $ 6,916 $ - $ - $ 25,332 Loss from operations (808 ) (5,178 ) - (782 ) (6,768 ) Loss from discontinued operations, net - - (1,280 ) - (1,280 ) Net (loss) income (808 ) (5,063 ) (1,280 ) 2,495 (4,656 ) |
Trade Accounts Receivable and_2
Trade Accounts Receivable and Deferred Revenue (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | (in thousands) July 31, October 31, Trade accounts receivable $ 7,220 $ 5,558 Less allowance for sales returns (134 ) (127 ) Trade accounts receivable, net $ 7,086 $ 5,431 |
Schedule of changes in deferred revenue | (in thousands) Nine months Beginning Balance $ 2,045 Deferral of revenue 108 Recognition of deferred revenue (2,153 ) Ending Balance $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | (in thousands) July 31, October 31, Work in progress $ 466 $ 495 Finished goods 3,098 2,595 Total $ 3,564 $ 3,090 |
Prepaid Expenses and other cu_2
Prepaid Expenses and other current assets (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of prepaid expenses and other current assets | (in thousands) July 31, October 31, Royalties and deposits $ 1,487 $ 1,215 Tradeshows 71 1 Insurance 123 225 Employee retention credit receivable 436 - Other prepaids 476 829 Total $ 2,593 $ 2,270 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | (in thousands) July 31, October 31, Equipment $ 568 $ 557 Furniture and Fixtures 301 106 Leasehold improvements 927 827 Computer software 24 24 Total 1,820 1,514 Less accumulated depreciation (1,139 ) (1,167 ) Property and equipment, net $ 681 $ 347 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | (in thousands) Amortization Period July 31, October 31, Licensing contracts 7 years $ 893 $ 893 Software 5 years 704 - Total amortized intangible assets 1,597 893 Software development costs 270 672 Total in-process intangible assets 270 672 Less accumulated depreciation (998 ) (886 ) Intangible assets, net $ 869 $ 679 |
Television costs and amortiza_2
Television costs and amortization (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Television costs and amortization [Abstract] | |
Schedule of television costs and amortization | (in thousands) July 31, October 31, In-development $ 1,451 $ 1,487 Total $ 1,451 $ 1,487 Three Months Ended Nine Months Ended (in thousands) July 31, July 31, July 31, July 31, Television cost amortization $ (282 ) $ - $ 717 $ 5,341 Television cost impairments 87 - 242 2,065 Total $ (195 ) $ - $ 959 $ 7,406 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | (in thousands) July 31, October 31, Royalties $ 1,022 $ 1,410 Residuals 121 589 Payroll, bonus, accrued vacation and payroll taxes 1,069 1,304 Other 858 483 Total $ 3,070 $ 3,786 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments required under operating leases | Maturity of Lease Liability (in thousands) Total Fiscal years ending October 31: Rest of 2022 $ 19 2023 160 2024 158 2025 130 Thereafter - Total minimum lease payments 467 Less: imputed interest (41 ) Present value of future minimum lease payments $ 426 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Jul. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of statements of operations including discontinued operations | Results of discontinued operations (in thousands) Nine months Revenue $ 1,427 Direct cost of revenue 946 Selling, general and administrative 1,649 Depreciation and amortization 295 Bad Debt (109 ) Total costs and expenses 2,781 Loss from operations (1,354 ) Interest expense, net 6 Other income (expense), net 68 Loss before income taxes (1,280 ) (Provision for) benefit from income taxes - Net loss $ (1,280 ) |
Schedule of CTM’s depreciation and amortization, capital expenditures | (in thousands) Nine months Depreciation and amortization $ 185 Amortization of finance lease 109 Amortization of right-of-use assets 282 Capital expenditure (22 ) Gain on extinguishment of PPP loan (68 ) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 15, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Cancelation of indebtedness (in Dollars) | $ 3,750 | |||||
Recovery of quarterly revenues (in Dollars) | $ 3,250 | |||||
Revenues percentage | 90% | |||||
Contingent payment (in Dollars) | $ 4,500 | |||||
Allowance for doubtful accounts (in Dollars) | $ 0 | $ 0 | $ 0 | |||
Amortization of Direct-to-television Cost (in Dollars) | $ 282,000 | $ 0 | 717,000 | $ 53,410,000 | ||
Accrual for estimated lases returns (in Dollars) | $ 134,000 | 127,000 | ||||
Accrued expenses and reduced retained earnings (in Dollars) | $ 589,000 | |||||
PRHPS [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 52% | 42.90% | 35.30% | 30.20% | ||
Diamond [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 10.30% | 40.30% | 19.10% | 30.20% | ||
Scholastic [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 10.50% | 0.10% | 4.60% | 0% | ||
Consolidated receivables percentage | 12.70% | 12.70% | 0% | |||
Netflix [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 16.40% | 0% | ||||
Endeavor [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Consolidated receivables percentage | 15.20% | 15.20% | 0% | |||
Trade Accounts Receivable [Member] | PRHPS [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Trade accounts receivable percentage | 50.40% | 50.40% | 52% | |||
Trade Accounts Receivable [Member] | Diamond [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Consolidated receivables percentage | 0.60% | 0.60% | 20% | |||
Total Consolidated Revenues | Netflix [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 14.90% | 0% | 4.50% | 0% | ||
Total Consolidated Revenues | NBC Universal/SyFy [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risks, percentage | 0% | 11.70% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of variable interest entities - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Variable Interest Entities [Abstract] | ||
Cash and cash equivalents | $ 75 | $ 78 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of financial statement $ in Thousands | Oct. 31, 2021 USD ($) |
As Previously Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Accrued expenses | $ 3,197 |
Total current liabilities | 8,741 |
Total liabilities | 8,761 |
Accumulated deficit | (80,114) |
Total stockholders’ equity | 22,637 |
Adjustment [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Accrued expenses | 589 |
Total current liabilities | 589 |
Total liabilities | 589 |
Accumulated deficit | (589) |
Total stockholders’ equity | (589) |
As Restated [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Accrued expenses | 3,786 |
Total current liabilities | 9,330 |
Total liabilities | 9,350 |
Accumulated deficit | (80,703) |
Total stockholders’ equity | $ 22,048 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 9 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Unvested restricted stock | 1,163,803 | 55,999 |
Unvested restricted stock options | 970,959 | 317,737 |
Warrants | 187,579 | 187,579 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||
Apr. 05, 2022 | Dec. 31, 2020 | Apr. 30, 2022 | Jul. 31, 2022 | Mar. 29, 2022 | Jul. 14, 2021 | |
Equity (Details) [Line Items] | ||||||
Vesting period | 3 years | |||||
Unrecognized compensation (in Dollars) | $ 2,050,000 | |||||
Stock-based compensation arrangements expected recognized | 4 years 9 months | |||||
Warrants issued | 89,243 | 98,336 | ||||
Original exercise price (in Dollars per share) | $ 42.02 | $ 26.44 | ||||
Warrants expiry date | Mar. 30, 2022 | |||||
Class B Common Stock [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Restricted shares issued | 1,104,972 | |||||
Vesting period | 5 years | |||||
Class B Common Stock [Member] | Minimum [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Shares authorized | 12,000,000 | |||||
Class B Common Stock [Member] | Maximum [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Shares authorized | 20,000,000 | |||||
Chairman [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Share issued | 6,710 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of restricted shares | 9 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Schedule Of Restricted Shares Abstract | |
Number of Non-vested Shares, Outstanding | shares | 85,999 |
Weighted Average Grant Date Fair Value, Outstanding | $ / shares | $ 4.68 |
Number of Non-vested Shares, Granted | shares | 1,116,568 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.81 |
Number of Non-vested Shares, Vested | shares | (37,264) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 4.25 |
Number of Non-vested Shares, Cancelled / Forfeited | shares | (1,500) |
Weighted Average Grant Date Fair Value, Cancelled / Forfeited | $ / shares | $ 4.88 |
Number of Non-vested Shares, Non-vested restricted shares | shares | 1,163,803 |
Weighted Average Grant Date Fair Value, Non-vested restricted shares | $ / shares | $ 1.94 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of outstanding warrants to related party loans - Class B - Common Stock [Member] | 9 Months Ended |
Jul. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 98,336 |
Type of Share | Class B common stock |
Exercise Price | $ / shares | $ 1.94 |
Expiration | Aug. 21, 2023 |
Number of Shares | shares | 89,243 |
Type of Share | Class B common stock |
Exercise Price | $ / shares | $ 1.94 |
Expiration | Aug. 21, 2023 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Apr. 05, 2022 | Jul. 13, 2020 | Mar. 14, 2019 | Jul. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Jan. 13, 2022 | Nov. 08, 2021 | Mar. 11, 2021 | |
Stock Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Contractual terms | 10 years | ||||||||||
Unamortized stock compensation for stock options (in Dollars) | $ 955,000 | ||||||||||
Expected period | 3 years 9 months | ||||||||||
General and administrative expenses (in Dollars) | $ 237,000 | $ 87,000 | $ 546,000 | $ 246,000 | |||||||
Class B Common Stock [Member] | |||||||||||
Stock Based Compensation (Details) [Line Items] | |||||||||||
Options granted | 300,000 | ||||||||||
Vesting period | 5 years | ||||||||||
Class B Common Stock [Member] | 2019 Incentive Plan [Member] | |||||||||||
Stock Based Compensation (Details) [Line Items] | |||||||||||
Reserved grant of awards subject to adjustment | 450,000 | 313,193 | |||||||||
Reserved shares | 2,550,000 | 1,350,000 | 700,000 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details) - Schedule of stock option activity | 9 Months Ended |
Jul. 31, 2022 USD ($) $ / shares shares | |
Schedule Of Option Activity [Abstract] | |
Beginning, Number of Options | shares | 302,737,000 |
Beginning, Weighted Average Exercise Price | $ / shares | $ 5.69 |
Beginning, Weighted Average Remaining Contractual Term (in years) | 8 years 21 days |
Beginning, Aggregate Intrinsic Value (in thousands) | $ | |
Granted, Number of Options | shares | 698,222,000 |
Granted, Weighted Average Exercise Price | $ / shares | $ 2.39 |
Granted, Weighted Average Remaining Contractual Term (in years) | 9 years 4 months 13 days |
Granted, Aggregate Intrinsic Value (in thousands) | $ | |
Exercised, Number of Options | shares | |
Exercised, Weighted Average Exercise Price | $ / shares | |
Exercised, Weighted Average Remaining Contractual Term (in years) | |
Exercised, Aggregate Intrinsic Value (in thousands) | $ | |
Cancelled / Forfeited, Number of Options | shares | (30,000,000) |
Cancelled / Forfeited, Weighted Average Exercise Price | $ / shares | $ 5.98 |
Cancelled / Forfeited, Weighted Average Remaining Contractual Term (in years) | |
Cancelled / Forfeited, Aggregate Intrinsic Value (in thousands) | $ | |
Ending, Number of Options | shares | 970,959,000 |
Ending, Weighted Average Exercise Price | $ / shares | $ 3.3 |
Ending, Weighted Average Remaining Contractual Term (in years) | 9 years |
Ending, Aggregate Intrinsic Value (in thousands) | $ | |
Exercisable, Number of Options | shares | 255,434,000 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.14 |
Exercisable, Weighted Average Remaining Contractual Term (in years) | 8 years 4 months 9 days |
Exercisable, Aggregate Intrinsic Value (in thousands) | $ |
Business Segment Information (D
Business Segment Information (Details) - Business Combination [Member] $ in Thousands | 9 Months Ended |
Jul. 31, 2022 USD ($) | |
IDWP [Member] | |
Business Segment Information (Details) [Line Items] | |
Total Assets | $ 13,900 |
IDWE [Member] | |
Business Segment Information (Details) [Line Items] | |
Total Assets | 3,400 |
IDWMH [Member] | |
Business Segment Information (Details) [Line Items] | |
Total Assets | $ 9,886 |
Business Segment Information _2
Business Segment Information (Details) - Schedule of operating results for the business segments - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | ||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | $ 7,712 | $ 6,779 | $ 25,615 | $ 25,332 | |||||
Loss from operations | (768) | (6,768) | |||||||
Net income (loss) | (837) | (941) | (1,101) | (4,656) | |||||
Nine months ended July 31, 2021 | |||||||||
Loss from discontinued operations, net | (1,280) | ||||||||
Three months ended July 31, 2021 | |||||||||
Income (loss) from operations | (768) | (2,082) | (1,028) | (6,768) | |||||
IDWP [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 6,553 | 6,779 | 20,136 | 18,416 | |||||
Loss from operations | (584) | (808) | |||||||
Net income (loss) | (595) | 74 | (350) | (808) | |||||
Three months ended July 31, 2021 | |||||||||
Income (loss) from operations | 74 | (339) | |||||||
IDWE [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | [1] | 1,159 | 5,479 | 6,916 | |||||
Loss from operations | [1] | 48 | (5,178) | ||||||
Net income (loss) | [1] | 48 | (1,890) | 349 | (5,063) | ||||
Nine months ended July 31, 2021 | |||||||||
Loss from discontinued operations, net | [1] | ||||||||
Three months ended July 31, 2021 | |||||||||
Income (loss) from operations | [1] | (1,842) | 343 | ||||||
CTM (discontinued operations) [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | |||||||||
Net income (loss) | [2] | (1,280) | |||||||
Nine months ended July 31, 2021 | |||||||||
Loss from discontinued operations, net | (1,280) | ||||||||
IDWMH (unallocated overhead) [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | [2] | ||||||||
Loss from operations | [2] | (232) | (782) | ||||||
Net income (loss) | $ (290) | [2] | 875 | [2] | (1,100) | 2,495 | [2] | ||
Nine months ended July 31, 2021 | |||||||||
Loss from discontinued operations, net | [2] | ||||||||
Three months ended July 31, 2021 | |||||||||
Income (loss) from operations | [2] | $ (314) | $ (1,032) | ||||||
[1]IDWE includes Thought Bubble LLC and Word Balloon LLC which consist of only television costs.[2]The parent company, IDW Media Holdings, reported net income in the three and nine months ended July 31, 2021 as a result of PPP loan forgiveness and the sale of CTM. |
Trade Accounts Receivable and_3
Trade Accounts Receivable and Deferred Revenue (Details) - Schedule of trade accounts receivable - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Trade Accounts Receivable Abstract | ||
Trade accounts receivable | $ 7,220 | $ 5,558 |
Less allowance for sales returns | (134) | (127) |
Trade accounts receivable, net | $ 7,086 | $ 5,431 |
Trade Accounts Receivable and_4
Trade Accounts Receivable and Deferred Revenue (Details) - Schedule of changes in deferred revenue $ in Thousands | 9 Months Ended |
Jul. 31, 2022 USD ($) | |
Schedule Of Changes In Deferred Revenue Abstract | |
Beginning Balance | $ 2,045 |
Deferral of revenue | 108 |
Recognition of deferred revenue | (2,153) |
Ending Balance |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Inventory Abstract | ||
Work in progress | $ 466 | $ 495 |
Finished goods | 3,098 | 2,595 |
Total | $ 3,564 | $ 3,090 |
Prepaid Expenses and other cu_3
Prepaid Expenses and other current assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Prepaid Expenses And Other Current Assets Abstract | ||
Royalties and deposits | $ 1,487 | $ 1,215 |
Tradeshows | 71 | 1 |
Insurance | 123 | 225 |
Employee retention credit receivable | 436 | |
Other prepaids | 476 | 829 |
Total | $ 2,593 | $ 2,270 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 39,000 | $ 51,000 | $ 145,000 | $ 149,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,820 | $ 1,514 |
Less accumulated depreciation | (1,139) | (1,167) |
Property and equipment, net | 681 | 347 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 568 | 557 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 301 | 106 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 927 | 827 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 24 | $ 24 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 35,000 | $ 11,000 | $ 113,000 | $ 33,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 9 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortized intangible assets | $ 1,597 | $ 893 |
Total in-process intangible assets | 270 | 672 |
Less accumulated depreciation | (998) | (886) |
Intangible assets, net | $ 869 | 679 |
Amortized intangible assets [Member] | Licensing contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Total amortized intangible assets | $ 893 | 893 |
Amortized intangible assets [Member] | Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Total amortized intangible assets | $ 704 | |
In-process intangible assets [Member] | Software development costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total in-process intangible assets | $ 270 | $ 672 |
Television costs and amortiza_3
Television costs and amortization (Details) - Schedule of television costs and amortization - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | |
Television costs and amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Television Costs Total | $ 1,451 | $ 1,451 | $ 1,487 | ||
Total | (195) | 959 | $ 7,406 | ||
In-development [Member] | |||||
Television costs and amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Television Costs Total | 1,451 | 1,451 | $ 1,487 | ||
Television cost amortization [Member] | |||||
Television costs and amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | (282) | 717 | 5,341 | ||
Television cost impairments [Member] | |||||
Television costs and amortization (Details) - Schedule of television costs and amortization [Line Items] | |||||
Total | $ 87 | $ 242 | $ 2,065 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 |
Schedule Of Accrued Expenses Abstract | ||
Royalties | $ 1,022 | $ 1,410 |
Residuals | 121 | 589 |
Payroll, bonus, accrued vacation and payroll taxes | 1,069 | 1,304 |
Other | 858 | 483 |
Total | $ 3,070 | $ 3,786 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Lease agreements with terms | 3 years 2 months 12 days | 3 years 2 months 12 days | |||
Operating leases | 3 years 7 days | 3 years 7 days | |||
Weighted-average discount rate | 5.69% | 5.69% | |||
Operating leases expenses | $ 87,000 | $ 125,000 | $ 338,000 | $ 375,000 | |
Cash paid operating leases expenses | 80,000 | $ 150,000 | 394,000 | $ 437,000 | |
Right-of-use-asset related to operating leases | $ 804,000 | 804,000 | $ 1,037,000 | ||
Accumulated amortization | $ 387,000 | $ 735,000 |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of future minimum lease payments required under operating leases $ in Thousands | Jul. 31, 2022 USD ($) |
Schedule Of Future Minimum Lease Payments Required Under Operating Leases Abstract | |
Rest of 2022 | $ 19 |
2023 | 160 |
2024 | 158 |
2025 | 130 |
Thereafter | |
Total minimum lease payments | 467 |
Less: imputed interest | (41) |
Present value of future minimum lease payments | $ 426 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 1 Months Ended | |
Feb. 15, 2021 | Jul. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued operations, description | On February 15, 2021, pursuant to a sales and purchase agreement (“SPA”) dated as of July 14, 2020 IDWMH sold all of the stock of CTM to an assignee of the Chairman in exchange for (i) the cancelation of $3.75 million of indebtedness owed by IDWMH to the Chairman’s designee, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the CTM Sale Date, and (iii) a contingent payment if CTM is sold within 36 months of the CTM Sale Date for more than $4.5 million. Prior to executing the SPA, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale was also approved by (1) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock and (2) stockholders representing a majority of the combined voting power of the Company’s outstanding capital stock not held by the Chairman or immediate family members of the Chairman, including, without limitation, trusts or other vehicles for the benefit of any of such immediate family members or entities under the control of such persons. On December 15, 2020, the right, title, and interest to the SPA were assigned to The Brochure Distribution Trust, a South Dakota trust. Since the closing of the CTM Sale, the Company has not had any significant continuing involvement with CTM. | |
Loan amount | $ 3,750,000 | |
Gain net asset | $ 2,123,219 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of statements of operations including discontinued operations $ in Thousands | 9 Months Ended |
Jul. 31, 2021 USD ($) | |
Schedule Of Statements Of Operations Including Discontinued Operations Abstract | |
Revenue | $ 1,427 |
Direct cost of revenue | 946 |
Selling, general and administrative | 1,649 |
Depreciation and amortization | 295 |
Bad Debt | (109) |
Total costs and expenses | 2,781 |
Loss from operations | (1,354) |
Interest expense, net | 6 |
Other income (expense), net | 68 |
Loss before income taxes | (1,280) |
(Provision for) benefit from income taxes | |
Net loss | $ (1,280) |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of CTM’s depreciation and amortization, capital expenditures $ in Thousands | 9 Months Ended |
Jul. 31, 2021 USD ($) | |
Schedule Of Ctm SDepreciation And Amortization Capital Expenditures Abstract | |
Depreciation and amortization | $ 185 |
Amortization of finance lease | 109 |
Amortization of right-of-use assets | 282 |
Capital expenditure | (22) |
Gain on extinguishment of PPP loan | $ (68) |
Employee Retention Credit (Deta
Employee Retention Credit (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |||
Wages paid to employees | 70% | ||
Credit per employee | $ 7,000 | ||
Selling, general and administrative expenses | $ 564,000 | ||
Refund in cash | $ 128,000 | ||
Prepaid expenses and other current assets | $ 436,000 | $ 436,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 18, 2022 | Jun. 27, 2022 | Jul. 31, 2022 | Aug. 30, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Iinitial lease term | 5 years | |||
Base rent | $ 920,000 | |||
Lease term | 3 years | |||
Vested stock options | 37,264 | |||
Unvested stock options forfeited | 1,500 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Severance compensation | $ 646,000 | |||
Severance expense | $ 646,000 | |||
Employment agreement term | 2 years | |||
Annual base salary | $ 410,000 | |||
Annual bonus | $ 50,000 | |||
Issued options | 70,398 | |||
Exercise price per share | $ 1.77 | |||
Subsequent Event [Member] | 2019 Incentive Plan [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Unvested stock options forfeited | 45,000 | |||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Vested stock options | 100,000 | |||
Board of Directors [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Options term | 10 years | |||
Vesting period | 2 years |